UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.406 *** INDICATES OMITTED
MATERIAL THAT IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST THAT IS
FILED SEPARATELY WITH THE COMMISSION
A G R E E M E N T
made and entered into as of April 30, 1993 by and between The Skydeck
Corporation, 000 Xxx Xxxxxxx Xxxxx, Xxxxx X, Xxxxxxx Xxxxxx, Xxxxxxxxxx 00000,
XXX (hereafter called "Skydeck")
and
Scan Coin AB, Reg No 556193-2673, Xxxxxxxxxxxxxxx 00, 000 00 Xxxxx, Xxxxxx
(hereafter called "Scan Coin").
1. BACKGROUND
WHEREAS Skydeck is in the process of developing a coin deposit machine with
dispensing discount coupons to customers in or in connection with retail
establishments, which machine Skydeck intends to own and operate in such
places, and
WHEREAS Scan Coin has developed a coin validation and counting unit which can
be applied as part of Skydeck's aforementioned machine, and which unit
Skydeck wishes to buy from Scan Coin.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows.
2. DEFINITIONS
For the purpose of this Agreement
*CONFIDENTIAL TREATMENT REQUESTED
2.1 "Product" shall mean a coin validation and counting unit currently in
the form set out in ATTACHMENT 1, and parts thereof, as well as all
improvements and developments thereof.
2.2 "Machine" shall mean the coin deposit machine (self service) with
dispensing discount coupons to customers in or in connection with
retail establishments. The Machine is developed by Skydeck.
2.3 "Territory" shall mean the United States of America, Canada and Mexico.
3. GRANT, EXCLUSIVITY ETC.
3.1 Skydeck hereby engages Scan Coin on an exclusive basis and Scan Coin
agrees to manufacture and supply the Product to Skydeck for use in the
Machine in the Territory.
3.2 Skydeck undertakes during the term of this Agreement not to manufacture
or from any other party than Scan Coin buy or use products similar to
the Product for use in the Machine. Skydeck is only allowed to use the
Product in the Machine and undertakes neither directly nor indirectly
through another party to utilize the Product for other purposes.
3.3 Scan Coin undertakes, not to sell the Products to customers of whom
Scan Coin knows that they intend to use the Product within the
Territory in coin deposit machines (self service) with dispensing
discount coupons to customers in or in connection with retail
establishments, developed, owned or handled by other than Skydeck. This
obligation does not restrict Scan Coin to sell the Product as a part
2. *CONFIDENTIAL TREATMENT REQUESTED
of Scan Coin's validation, counting and sorting machines included in
Scan Coin's normal product range. However, Scan Coin undertakes in the
Territory not to sell without Skydeck's approval, any Scan Coin
sorting self service product together with the improvements and
developments according to Clause 6.1, excluding the [***] which
compete with the Machine. Such approval shall not be unreasonably
withheld.
3.4 Skydeck has estimated to order and take deliveries of the following
minimum quantities of units of the Product during the term of the
Agreement.
Year Units of the Product
---- --------------------
1993 [***]
1994 [***]
1995 [***]
1996 [***]
1997 [***]
1998 [***]
-----
Total [***]
Should actual orders and deliveries of units of the Product for one
year exceed estimated minimum quantities such excess units of the
Product shall be credited Skydeck against the following year's minimum
quantity. Any delayed delivery from Scan Coin shall adjust the timing
of the said minimum quantities accordingly.
Should Skydeck not order and take deliveries according to above
mentioned estimated minimum quantities of units of the Product,
Skydeck's exclusivity granted in Clauses 3.1 and 3.3 is terminated
without notice and Scan Coin is free to sell the Product to
3. *CONFIDENTIAL TREATMENT REQUESTED
any other third party irrespectively of the customers' use of the
Product.
Skydeck is entitled to retain its exclusivity according to Clauses 3.1
and 3.3 by compensating Scan Coin for the loss of its net contribution
as defined in Attachment 3, calculated on the difference in said
estimated quantities and actual delivered quantity of the Product for
the calendar year Such compensation to Scan Coin shall be paid by
Skydeck on March 1 at the latest, following the year under which the
minimum quantity has not been met.
4. PRICE ETC
4.1 Scan Coin's price for deliveries of the Product during the full
calendar year of 1993 is set out in ATTACHMENT 2.
4.2 For each subsequent calendar year after 1993 the parties shall meet in
October, before the new calendar year, to agree on a new price
effective from the following January 1st. The new price shall be based
on Scan Coin's price model set out in ATTACHMENT 3, which price model
Scan Coin has utilized in its calculation of the price set out in
Attachment 2.
4.3 Notwithstanding the above, Scan Coin's price shall be subject to
increase or decrease at any time during the course of a calendar year
with immediate effect on orders not yet confirmed by Scan Coin, in the
event it is established the costs related to any of the items included
in the price model pursuant to Attachment 3, have changed, more than
five (5) percent compared with the level of such costs in the price
model at the time the prevailing price was established. Said minimum 5
percent change of costs shall also be reflected and included in the new
price.
4. *CONFIDENTIAL TREATMENT REQUESTED
From the first delivered [***] units of the Product [***] shall be
deducted from the calculated price for each unit as compensation for
Skydeck's payment of improvement- and development work (cf Clause 6.2)
5. DELIVERY AND PAYMENT
5.1 Unless otherwise agreed, deliveries of the Product shall be Ex works,
Incoterms 1990, Scan Coin's premises in Malmo, pursuant to the delivery
terms set out in ATTACHMENT 4.
5.2 Payment shall, if not otherwise agreed, be against Letter of
Credit payable at sight.
6. SPECIFICATION, IMPROVEMENT- AND DEVELOPMENT WORK ETC.
6.1 The technical specification of the Product and the improvement- and
development work and the functional responsibility for soft- and
hardware related to the Product are set out in ATTACHMENT 5.
6.2 The costs for the improvement- and development work, which shall be
paid by Skydeck as expenses, are set forth in ATTACHMENT 6. The costs
for the work according to Phase II and III (Design, prototype and
testing phases) shall be paid by Skydeck with [***] at the signing of
this Agreement and the remaining [***] by Skydeck simultaneously on
delivery of the prototypes. The costs for the work according to Phase
IV (Manufacturing phase) shall be paid by Skydeck with [***]
immediately after the termination of Phase III and the remaining part
by Skydeck simultaneously on delivery of the [***] units of the Product
(0-serie).
The improvement- and development costs for the serial production shall
be paid by Skydeck and is estimated to a maximum of [***]. As soon as
a
5. *CONFIDENTIAL TREATMENT REQUESTED
more accurate estimation of the costs has been carried out the parties
shall agree on Skydeck's terms of payment of the costs.
Skydeck's expenses for the improvements- and development costs will be
reimbursed Skydeck by deduction from the calculated price for units of
the Product according to Clause 4.3 last paragraph.
7. TIME SCHEDULE, 0-SERIE ETC
7.1 During the calendar year 1993 the Product will be developed and tested
and [***] units of the Product (0-serie) will be ordered and delivered
to Skydeck. The parties have estimated the work and time schedule
according to ATTACHMENT 7. The parties shall with due diligence make
their best efforts to keep this time schedule.
8. FORECAST, PLACEMENT OF PURCHASE ORDERS ETC
8.1 Forecast, placement of purchase orders and delivery times for the
serial production of the Products after deliveries of the first [***]
units of the Product are set forth in ATTACHMENT 8.
Initial start up phase for the serial production (included first order
of such production) shall be subject for a separate agreement between
the parties.
After the initial phase and up to the delivery of the first [***] units
of the Product (included the first order for serial production in the
initial start up phase), the [***] forecast in Attachment 8 is replaced
by a running [***] forecast submitted by Skydeck to Scan Coin [***]
before each [***] of the [***], showing a forecast for that [***]. This
forecast will be considered as a firm order [***].
6. *CONFIDENTIAL TREATMENT REQUESTED
Except as stated in this paragraph Attachment 8 applies on said
deliveries of the first [***] units of the Product.
8.2 Scan Coin shall use its best efforts to provide Skydeck with any
additional quantities of the Product in excess of Skydeck's estimated
minimum quantities of units of the Product according to Clause 3.4.
8.3 Should Scan Coin encounter substantial difficulties in fulfilling
confirmed orders to Skydeck, Scan Coin is willing to discuss the
setting up of a joint production of the Product in the United States of
America.
9. INTELLECTUAL PROPERTY
9.1 Skydeck acknowledges that Scan Coin is the owner of all intellectual
property related to the Product, including but not limited to all
rights to patents, patent applications, know-how, designs, trade
secrets etc.
9.2 Any patent or patent application resulting from the work with a new
product (for example components that are compatible with the Product,
which does not fall under the definition in Clause 2.1) developed and
built by Scan Coin on request of Skydeck belongs to Skydeck under
condition that the work has been finally paid for by Skydeck. Scan Coin,
has the first option to negotiate a license under such patent or patent
application. Skydeck is not entitled to grant a license to any third
party on more favourable conditions than those offered to Scan Coin
under the condition that Scan Coin within thirty (30) days after the
offering of the license declares its interest to acquire the license.
Skydeck has the corresponding right to, under the same conditions,
negotiate a license for the
7. *CONFIDENTIAL TREATMENT REQUESTED
Territory under any new patent- or patent application that belongs to
Scan Coin and relates to the Machine.
Intellectual property related to a new product that is not owned by
Skydeck according to the forthgoing paragraph belongs to Scan Coin.
10. TOOLS ETC
10.1 Production equipment such as tools, special testing equipment etc
required exclusively for the improvement and development of the Product
according to Clause 6.2 shall be paid by the parties in equal shares and
shall remain the property of Scan Coin. The costs for the production
equipment is estimated to approximately [***]. All replacement tooling
will be paid for by Scan Coin.
11 DOCUMENTATION
11.1 Scan Coin's technical documentation regarding the Product which is
necessary for the operation and support of the Product and the market,
shall be furnished by Scan Coin to Skydeck. The documentation includes
a technical function description, maintenance description, physical
interfacing description, software interface description, circuit
diagram, mechanical/electrical assembly drawings and spare parts lists.
Skydeck shall be free to furnish above mentioned documentation to its
customers and service organization (cf Clause 16.1).
12 WARRANTY
12.1 Scan Coin represents and warrants that the Product is manufactured in
accordance with the specification and requirements set forth in
Attachment 1 or agreed upon between the parties separately in writing.
Scan
8. *CONFIDENTIAL TREATMENT REQUESTED
Coin's liability in respect of any defective parts of the Product shall
be limited to the sending of an equivalent part without delay to
Skydeck. Skydeck is not entitled to a price reduction for any defective
part and Scan Coin is not responsible for any damages incurred directly
or indirectly in connection with the sale or use of the Product.
Skydeck shall return all defective parts to Scan Coin for approval
whether the defect is included under Scan Coin's warranty. The freight
cost for the return of the defective part to Scan Coin and the sending
of an equivalent part shall be carried by Scan Coin. Scan Coin shall
make available any spare parts of all versions of the Product for ten
(10) years from delivery of each unit of the Product at a price
established pursuant to the price model in Attachment 3. Scan Coin will
maintain a level of spare parts to be agreed upon between the parties
annually.
Any claim under the warranty against defects in material and
workmanship shall be allowed only when it is submitted to Scan Coin in
writing within thirty (30) days after the discovery of the defect and
in any event within twelve (12) months after the delivery of the
Product to Skydeck.
13. PRODUCT LIABILITY
13.1 Scan Coin shall be liable for personal injury only if it is proved that
such injury was caused by negligence on the part of Scan Coin or others
for whom Scan Coin is responsible.
Scan Coin shall not be liable for damage to property occurring whilst
the Product is in the possession of Skydeck. Nor shall Scan Coin be
liable for damage to products manufactured by Skydeck, or to other pro-
9. *CONFIDENTIAL TREATMENT REQUESTED
ducts of which Skydeck's products form a part. Apart from these
limitations Scan Coin shall be liable for damage to property on the
same conditions as for personal injury.
Scan Coin shall in no circumstances be liable for loss of production,
loss of profit or any other consequential damage and indirect loss.
To the extent Scan Coin might incur product liability towards any third
party as a result of a Product purchased by Skydeck, Skydeck shall
indemnify Scan Coin as far as Scan Coin's liability has been limited by
the three preceding subparagraphs.
If a claim for damage as described in this Clause is lodged by a
third party against one of the parties, the latter party shall
forthwith inform the other party thereof.
The above limitations in Scan Coin's liability shall not apply where
Scan Coin is shown to have been guilty of gross misconduct.
14. FORCE MAJEURE
14.1 The following circumstances shall be considered as cases of force
majeure if they intervene after the formation of this Agreement and
impedes its performance: Government laws or regulations, industrial
disputes, war, riot, fire or any other causes beyond the control of
such party.
The party wishing to claim force majeure shall notify the other party
in writing without delay of the occurrence and cessation thereof.
10. *CONFIDENTIAL TREATMENT REQUESTED
15. PROJECT GROUP, ETC
15.1 For the continuous supervision of the parties' performance under this
Agreement, and with reference to the future improvement and development
of the Product, Scan Coin and Skydeck shall form a joint permanent
project group, (hereafter called the "Project Group"), consisting of
one representative from each party. The Project Group shall meet on a
regular basis. Each party shall carry the cost for its own
representation in the Project Group. Minutes from the meetings in the
Project Group shall be kept and approved by both parties'
representatives.
Within the framework of the Project Group the parties shall discuss
Skydeck's possible need for further improvement and development of the
Product beyond what is agreed in Clause 6.1. If prepared to implement
Skydeck's improvement and development proposals, Scan Coin shall
indicate its impact on already agreed requirements, price pursuant to
the price model in Attachment 3, delivery terms, warranties and other
material conditions. Any improvement or development of the Product,
beyond what is agreed in Clause 6.1, discussed in the Project Group
shall only be implemented to the extent that the parties have agreed in
writing on the terms of such development.
16. SECRECY
16.1 All information exchanges under this Agreement shall be regarded as
confidential and is for the use of the receiving party solely for the
purpose of this Agreement. The parties may not use or disclose any such
information to a third party without the prior written consent of the
furnishing party and shall
11. *CONFIDENTIAL TREATMENT REQUESTED
take all reasonable measures to prevent unauthorized use or disclosure
of confidential information by their own employees and/or consultants.
This secrecy undertaking shall be effective during the term of this
Agreement and for a period of five (5) years following its termination.
Any confidential documentation furnished by one party to the other
shall be treated by the other party in relation to customers and
service organization in the same way as the other party would treat its
own confidential information.
17. ASSIGNMENT
17.1 Neither party shall have the right to assign his rights or obligations
pursuant to this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld. Such
consent shall not be required in connection with an assignment to a
successor entity resulting from a corporate reorganization of either
party (including without limitation a reincorporation) under the
condition that the transferor in writing guarantees the succeeding
entity's obligations according to this Agreement.
18. DURATION OF THE AGREEMENT
18.1 This Agreement becomes effective on the date first set forth on page 1
above and remains effective until either party terminates this
Agreement with six (6) months written notice, provided that such
termination shall never become effective before December 31, 1998.
12. *CONFIDENTIAL TREATMENT REQUESTED
19. PREMATURE TERMINATION
19.1 If either party should commit a material breach of the provisions of
this Agreement, the other shall - in case of a breach capable of remedy
- give written notice requiring such breach to be remedied, and in the
event of such breach not being remedied within one (1) month of the
date of service of such notice, or in the case of a breach not capable
of remedy, have the right to terminate this Agreement forthwith,
unless the breach relates to any of the circumstances referred to in
Clause 14 (Force Majeure) above. If the grounds of force majeure
according to Clause 14 subsist for more than three (3) months the other
party shall be entitled to terminate this Agreement forthwith.
This Agreement may otherwise be terminated immediately upon written
notice by
(1) any party in the event the notified party becomes insolvent,
(2) Scan Coin if Skydeck, during any year, orders and takes
deliveries of less than 30 percent of the estimated minimum
quantities of units of the Product stipulated under Clause 3.4,
(3) Scan Coin if Skydeck discontinues its business relating to the
Product.
(4) Skydeck if Scan Coin at two (2) consecutive occasions has failed
to fulfill confirmed orders to Skydeck within thirty (30) days
calculated from committed delivery date,
(5) Skydeck if Scan Coin's price for the Product, calculated according
to the price model in
13. *CONFIDENTIAL TREATMENT REQUESTED
Attachment 3, any calendar year has increased in SEK with more
than 15% or in USD with more than 25%.
Skydeck is only entitled to terminate the Agreement according to point
5 above after the parties in good faith have concluded negotiations
regarding measures to reduce the costs for the Product, a joint
production of the Product or part thereof in the United States of
America etc.
20. ARBITRATION AND GOVERNING LAW
20.1 This Agreement presupposes a close and confidential collaboration and
the parties intend to try to solve as they arise, such problems as are
not envisaged in this Agreement, or may otherwise give rise to a
difference of opinion between the parties.
20.2 Any dispute, controversy or claim arising out of or in connection with
this Agreement, or the breach, termination or invalidity thereof, shall
be settled by arbitration in accordance with the Rules of the
Arbritration Institute of the Stockholm Chamber of Commerce.
The arbitral tribunal shall be composed of three (3) arbitrators.
The place of arbitration shall be Malmo, Sweden.
The language to be used in the arbitral proceedings shall be English.
20.3 This Agreement shall be governed by the law of Sweden.
14. *CONFIDENTIAL TREATMENT REQUESTED
21. NOTICES
21.1 All notices, reports, payments and communications required by this
Agreement by one party to the other shall be addressed to the parties
at their respective official addresses as set forth above or to such
other addresses notified by either party in writing. All such notices,
reports, payments and communications shall be made by personal
delivery, or telex, or telecopier, or registered mail, and shall be
considered as served the date received, provided however, in the case
of registered mail, that it shall be deemed to have been served at the
expiration of ten (10) days from the time of being posted and proof
that the letter was properly addessed and posted shall be sufficient
proof of service.
22. SEVERABILITY
22.1 If any provision of this Agreement should be or become fully or partly
invalid or unenforceable for any reason whatsoever or should violate
any applicable law, this Agreement is to be considered divisible as to
such provision and such provision is to be deemed deleted from this
Agreement, and the remainder of this Agreement shall be valid and
binding as if such provision was not included herein. There shall be
substituted for any such provision, a suitable provision which, as far
as legally possible, comes nearest to what the parties desired or would
have desired according to the sense and purpose of this Agreement, had
they considered the point when concluding the Agreement.
____________________________
15. *CONFIDENTIAL TREATMENT REQUESTED
The parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.
SCAN COIN AB THE SKYDECK CORPORATION
/S/ XXXX XXXXXXXX /s/ Xxxx X. Xxxxxx
------------------------------- --------------------------------
Xxxx Xxxxxxxx Xxxx X. Xxxxxx
2234L/EE
16. *CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 1
93-04-28
DEFINITION OF THE "PRODUCT"
The "Product" in paragraph 2.1 is defined as:
For PROTOTYPES AND O-SERIES:
- [***]
- [***]
For SERIAL PRODUCTION:
- [***]
- [***]
1. *CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 2
93-04-28
PRODUCT COST AND PRODUCT PRICE
Indicative Product Cost (PC) and Product Price (PP) in SEK, ex works Malmo
--------------------------------------------------------------------------------------------------
O-SERIES ([***] UNITS) [***] UNITS/YEAR
PARTS DESCRIPTION PRODUCT COST PRODUCT PRICE PRODUCT COST PRODUCT PRICE
SEK (SEK) SEK (SEK)
--------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
--------------------------------------------------------------------------------------------------
The Product Prices in the column for [***] units/year is based on the price
model in Attachment 3.
The parts are defined in Attachment 5.
For each part the packing is included in the Product Price.
1. *CONFIDENTIAL TREATMENT REQUESTED
Attachment 3
1993-03-05
1. PRODUCT COST CALCULATION
Product cost is defined as follows:
[***]
[***]
Product cost (PC) = X + Y
[***].
[***].
2. PRODUCT PRICE ([***] UNITS/YEAR)
Product price (PP) = [***] x PC
3. SPARE PART PRICES
Prices according to Scan Coin's standard export price list for
subsidiaries.
4. "Net contribution" according to Section 3.4 is to be defined as [***] of
Product Price (PP).
1. *CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 4
CONDITIONS OF DELIVERY
1. GENERAL
These terms shall apply on every delivery of products from Scan Coin to the
purchaser, unless otherwise specifically agreed upon in writing between
Scan Coin and the purchaser.
2. ORDER AND CONFIRMATION OF ORDER
Scan Coin will confirm an order from the purchaser by written confirmation.
Objections against Scan Coin's confirmation of order must be made without
delay.
3. TRADING TERMS
All trading terms used in orders and/or confirmations of order will be
construed in accordance with Incoterms 1990 as amended. If no trade term
is specifically agreed upon the delivery shall be Ex Works.
4. PRODUCT INFORMATION
Information given by Scan Coin in brochures and otherwise is binding on
Scan Coin only when specific reference to such information is made in the
confirmation of an order.
5. DRAWINGS AND TECHNICAL DOCUMENTATION
Any drawings and technical documents submitted by Scan Coin to the
purchaser prior or subsequent to the formation of the contract remain the
exclusive property of Scan Coin. They may not, without Scan Coin's prior
written approval, be utilized by the purchaser or copied, reproduced,
transmitted or otherwise communicated to a third party.
1. *CONFIDENTIAL TREATMENT REQUESTED
6. PACKING
The sales price includes packing, sufficient to protect the products under
normal conditions.
7. PART DELIVERY
Any portion of a confirmed order of the products may be shipped as soon as
completed at the plant, and payment for any portion so shipped, shall
become due in accordance with the Terms of Payment, provided that the
purchaser agrees to receive the part delivery. Scan Coin will pay for any
additional shipping and handling charges incurred due to the part delivery.
8. PENALTY
If not other agreement has been made, penalty for late delivery (part
delivery) shall be paid by Scan Coin at a rate of two (2)% per thirty (30)
days delay.
The penalty shall be calculated on the basis of the price of the products
delayed.
The total sum of penalties for late deliveries shall not exceed five (5)%
of the price of the products delayed.
Should the purchaser according to point 7 chose not to take part delivery
no penalty shall be paid by Scan Coin related to the offered part delivery.
In addition to the above, the purchaser is not entitled to any compensation
for damage in case of late delivery.
2306L/EE
2. *CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 5
93-04-28
TECHNICAL SPECIFICATION OF THE "PRODUCT" AND DEFINITION OF THE RESPONSIBILITY
FOR THE FUNCTION OF SOFTWARE/HARDWARE
A. TECHNICAL SPECIFICATION
[***]
The CAM unit to be used in the "Machine" is a [***] with the following
modifications:
- [***]
- [***]
- [***]
- [***]
- [***]
- [***]
- [***]
[***]
Same as [***] but with the [***] replaced by [***].
OUTLET MECHANISM
The [***] shall feed coins from the CAM unit (either [***]) into [***] according
to the following arrangement:
-----------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***]
-----------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***] [***] [***]
-----------------------------------------------------------------------------
[***]
1. *CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 5
93-04-28
B. FUNCTIONAL RESPONSIBILITY FOR HARDWARE/SOFTWARE
SCAN COIN have functional responsibility for the following functions:
To be agreed upon separately
SKYDECK have functional responsibility for the following functions:
To be agreed upon separately
2. *CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 6
93-04-28
SPECIFICATION OF R&D COSTS
Referring to the definition of project phases in Attachment 7, the following
specification of R&D costs is made:
- PROTOTYPE AND O-SERIES
PHASE I: Prestudy phase: [***]
PHASE II & III: Design, prototype and testing phases [***]
PHASE IV: Manufacturing phase [***]
TOTAL for Phase I - IV [***]
- SERIAL PRODUCTION, TOTAL [***]
- TOTAL PROJECT COST [***]
*CONFIDENTIAL TREATMENT REQUESTED
SKYDECK COIN EXCHANGE UNIT
PROJECT TIME SCHEDULE FOR SCAN COIN DELIVERIES
Attachment 7
----------------------------------------------------------------------------------------------------------------------
April May June July August September
----------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***]
----------------------------------------------------------------------------------------------------------------------
Project start
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Phase II: Design phase
----------------------------------------------------------------------------------------------------------------------
A. [***]
----------------------------------------------------------------------------------------------------------------------
[***]
----------------------------------------------------------------------------------------------------------------------
[***]
----------------------------------------------------------------------------------------------------------------------
[***]
----------------------------------------------------------------------------------------------------------------------
[***]
----------------------------------------------------------------------------------------------------------------------
B. [***]
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Phase III: Prototype and test phase
----------------------------------------------------------------------------------------------------------------------
Parts ordering
----------------------------------------------------------------------------------------------------------------------
Parts delivery, inspection and modification
----------------------------------------------------------------------------------------------------------------------
Assembly of three prototypes
----------------------------------------------------------------------------------------------------------------------
Scan Coin laboratory tests and modifications
----------------------------------------------------------------------------------------------------------------------
Shipping of two prototypes
----------------------------------------------------------------------------------------------------------------------
Revision of drawings
----------------------------------------------------------------------------------------------------------------------
Skydeck assembly
----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
October November December January February
---------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
---------------------------------------------------------------------------------------------------------
Project start
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Phase II: Design phase
---------------------------------------------------------------------------------------------------------
A. [***]
---------------------------------------------------------------------------------------------------------
[***]
---------------------------------------------------------------------------------------------------------
[***]
---------------------------------------------------------------------------------------------------------
[***]
---------------------------------------------------------------------------------------------------------
[***]
---------------------------------------------------------------------------------------------------------
B. [***]
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Phase III: Prototype and test phase
---------------------------------------------------------------------------------------------------------
Parts ordering
---------------------------------------------------------------------------------------------------------
Parts delivery, inspection and modification
---------------------------------------------------------------------------------------------------------
Assembly of three prototypes
---------------------------------------------------------------------------------------------------------
Scan Coin laboratory tests and modifications
---------------------------------------------------------------------------------------------------------
Shipping of two prototypes
---------------------------------------------------------------------------------------------------------
Revision of drawings
---------------------------------------------------------------------------------------------------------
Skydeck assembly
---------------------------------------------------------------------------------------------------------
1. *CONFIDENTIAL TREATMENT REQUESTED
----------------------------------------------------------------------------------------------------------------------
April May June July August September
----------------------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***] [***]
----------------------------------------------------------------------------------------------------------------------
Skydeck field test
----------------------------------------------------------------------------------------------------------------------
Skydeck decision
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Phase IV: Manufacturing phase ([***])
----------------------------------------------------------------------------------------------------------------------
Design changes
----------------------------------------------------------------------------------------------------------------------
Parts ordering
----------------------------------------------------------------------------------------------------------------------
Parts delivery and inspection
----------------------------------------------------------------------------------------------------------------------
Assembly
----------------------------------------------------------------------------------------------------------------------
Shipping of batch 1, [***]
----------------------------------------------------------------------------------------------------------------------
Shipping of batch 2, [***]
----------------------------------------------------------------------------------------------------------------------
Shipping of batch 3, [***]
----------------------------------------------------------------------------------------------------------------------
Shipping of batch 4, [***]
----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
October November December January February
---------------------------------------------------------------------------------------------------------
[***] [***] [***] [***] [***]
---------------------------------------------------------------------------------------------------------
Skydeck field test
---------------------------------------------------------------------------------------------------------
Skydeck decision
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Phase IV: Manufacturing phase ([***])
---------------------------------------------------------------------------------------------------------
Design changes
---------------------------------------------------------------------------------------------------------
Parts ordering
---------------------------------------------------------------------------------------------------------
Parts delivery and inspection
---------------------------------------------------------------------------------------------------------
Assembly
---------------------------------------------------------------------------------------------------------
Shipping of batch 1, [***]
---------------------------------------------------------------------------------------------------------
Shipping of batch 2, [***]
---------------------------------------------------------------------------------------------------------
Shipping of batch 3, [***]
---------------------------------------------------------------------------------------------------------
Shipping of batch 4, [***]
---------------------------------------------------------------------------------------------------------
2. *CONFIDENTIAL TREATMENT REQUESTED
FORECAST, PLACEMENT OF PURCHASE ORDERS ATTACHMENT 8
93-04-09
[***]
1. *CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT TO AGREEMENT
entered April 30, 1993, with amendments to agreement entered September 1, 1994,
by and between Scan Coin AB and Coinstar Inc. ("the Agreement").
____________________________
Scan Coin AB ("Scan Coin") and the Coinstar, Inc. ("Coinstar") have now agreed
that the Clauses 2.2, 2.3 and 3.3. in the Agreement shall have the following
wording.
2.2 "Machine" shall mean the coin deposit machine (self service) with or
without dispensing discount coupons to customers in or in connection with
retail establishments. The machine is developed by Coinstar.
2.3 "Territory" shall mean
(i) United States of America, Canada and Mexico in relation with the
Machine with dispensing discount coupons.
(ii) United States of America in relation with the machine without
dispensing discount coupons
3.3 Scan Coin undertakes, not to sell the Products to customers of whom Scan
Coin knows that they intend to use the Products
- within the USA in coin deposit machines (self service), owned or
handled by other than Coinstar and where the customer's main target group
is retail establishments
- within Canada and Mexico in coin deposit machines (self services) with
dispensing discount coupons to customers in or in connection with retail
establishment developed owned or handled by other than Coinstar. This
obligation does not restrict Scan Coin to sell the Products as part of
Scan Coin's normal product range. However, Scan Coin undertakes in the
Territory not to sell without Coinstar's approval, any Scan Coin self
service product together with the improvements and developments
according to Clause 6.1,
1. *CONFIDENTIAL TREATMENT REQUESTED
excluding the [***], which compete with the machine. Such approval
shall not be unreasonably withheld.
____________________________
Clause 20.2 in the Agreement regarding Arbitration is applicable on this
amendment to the Agreement. Except for the Clauses 2.2, 2.3 and 3.3 all other
contractual obligations in the Agreement are unchanged.
____________________________
In witness whereof, the parities have executed this amendment to the Agreement
in duplicate, each party taking one copy, the last day and year written below.
Date 15 February 1995 Date 15 February 1995
SCAN COIN AB COINSTAR, INC.
/s/ Xxxx Xxxxxxxx /s/ Xxxx X. Xxxxxx
---------------------------- -----------------------------------
Xxxx Xxxxxxxx Xxxx X. Xxxxxx
0. *CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT TO AGREEMENT
entered April 30, 1993, by and between San Coin AB and the Skydeck Corporation
("the Agreement").
____________________________
The Skydeck Corporation has after the entering of the Agreement changed its
business name and is now carrying out its business under the name Coinstar, Inc.
at the address 00000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000.
Scan Coin AB ("Scan Coin") and the Coinstar, Inc. ("Coinstar") have now agreed
that the minimum delivery quantities and the duration of the Agreement shall be
modified and that the Clauses 3.4 and 18.1 in the Agreement therefore shall have
the following wording.
3.4 Coinstar has estimated to order and take deliveries of the following
minimum quantities of units of the Product during the term of the
Agreement.
Year Units of the Product
---- --------------------
1993 [***] (already completed)
1994 [***] (already ordered)
1995 [***]
1996 [***]
1997 [***]
1998 [***]
1999-01-01--1999-06-30 [***]
-----
TOTAL [***]
Should actual orders and deliveries of units of the Product for one
year exceed estimated minimum quantities such excess units of the
Product shall be credited Coinstar against the following year's minimum
quantity. Any delayed delivery from Scan Coin shall adjust the timing
of the said minimum quantities accordingly.
1. *CONFIDENTIAL TREATMENT REQUESTED
Should Coinstar not order and take deliveries according to above
mentioned estimated minimum quantities of units of the Product,
Coinstar's exclusivity granted in Clauses 3.1 and 3.3 is
terminated without notice and Scan Coin is free to sell the Product to
any other third party irrespectively of the customer's use of the
Product.
Coinstar is entitled to retain its exclusivity according to Clauses 3.1
and 3.3 by compensating Scan Coin for the loss of its net contribution
as defined in Attachment 3, calculated on the difference in said
estimated quantities and actual delivered quantity of the Product for
the calendar year (and for 1999 its first 6 months). Such compensation
to Scan Coin shall be paid by Coinstar on March 1 at the latest,
following the year under which the minimum quantity has not been met.
18. DURATION OF THE AGREEMENT
18.1 This Agreement becomes effective on the date first set forth on page 1
above and remains effective until either party terminates this Agreement
with six (6) months written notice, provided that such termination shall
never become effective before June 30, 1999.
____________________________
Clause 20.2 in the Agreement regarding Arbitration is applicable on this
amendment to the Agreement. Except for the Clauses 3.4 and 18.1 all other
contractual obligations in the Agreement are unchanged.
____________________________
In witness whereof, the parties have executed this amendment to the Agreement in
duplicate, each party taking one copy, the last day and year written below.
Date 10 August 1994 Date 1 September 1994
SCAN COIN AB COINSTAR, INC.
/s/ Xxxx Xxxxxxxx /s/ Xxxx X. Xxxxxx
--------------------------- ---------------------------------
Xxxx Xxxxxxxx Xxxx X. Xxxxxx
0. *CONFIDENTIAL TREATMENT REQUESTED
