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EXHIBIT 10.8
[PICKER LETTERHEAD]
July 31, 1995
Xxxxxxx X. Xxxxxxxx
Vice President, Sales and Service
Merge Technologies, Inc.
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
RE: LETTER OF INTENT
Dear Xx. Xxxxxxxx:
This Letter of Intent will set forth a summary of the principal terms of a
Distribution Agreement ("Agreement") that Picker International, Inc. ("Picker")
and Merge Technologies, Inc. ("Merge") intend to enter into establishing
Picker as a Value Added Reseller of Merge components. The purpose of this
Agreement is to allow the parties to grow a systems integration business in the
area of image management and distribution for diagnostic imaging.
Relationship:
Picker shall serve as a non-exclusive, independent, Value Added Reseller of
Merge components.
Term:
The term of the Agreement shall be three years from the date of signing,
renewable at the end of the term for additional term(s) of one year.
Territory:
Xxxxxx's territory shall include North America, the United States territories
and the countries of the Carribean basin. Picker shall have the option to
expand distribution rights to include Latin (Central and South) America on
mutually agreeable terms.
Products:
Picker shall have rights to distribute the products listed on Attachment A,
including any new or improved versions or related products which Merge may
develop during the term of this Agreement.
Responsibilities of Picker:
Sale, installation, and on-site service support of the products; provision of
reports concerning sales/quotation activity and forecasts; provision of
end-user feedback.
Responsibilities of Merge:
Provision of sales collaterals; support of the selling effort through training
of and response to Picker's HCP region sales specialists; training of core
service personnel and provision of service documentation (either in bulk or
electronic, reproducible); provision of consulting, support, and/or integration
services on a fee basis in support of Picker's efforts with its customers.
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Xx. Xxxxxxx X. Xxxxxxxx
July 31, 1995
Page 2
Pricing:
Systems: [**] during the first year of the Agreement. [**] sales are
FOB ex works Milwaukee, 10% on order with balance invoiced at
shipment.
Service: [**] billable in 1/2 day increments, plus documented
travel and reasonable per diem expense. Service shall be
preauthorized by Picker HCP via purchase order or other HCP
authorized mechanism. Included services consist of [**]
Goals:
First Year Sales: [**]
Second Year Sales: [**]
Third Year Sales: [**]
Average System value at end-user list price - [**]
Promotion:
Xxxxxx and Xxxxx will work in collaboration to develop promotions and other
marketing programs for the Products. Implementation of such promotion will be
the responsibility of Picker, and Picker shall determine the promotions to be
utilized.
Other Agreements:
Picker will execute all agreements necessary to implement the intent of this
Agreement, including Merge's software licensing agreement and purchase
documentation in agreed-upon form.
We look forward to working with you.
Very truly yours,
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
Vice President, Marketing and Service
Picker Health Care Products Division
ACCEPTED:
MERGE TECHNOLOGIES, INC.
BY: /s/ Xxxxxxx X. Xxxxxxxx DATE: August 15, 1995
ITS: Vice President, Sales and Service
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ATTACHMENT A
PRODUCTS
Model Description List Price
LFM Laser Film Manager, MergeCOM-3 (DICOM) input to $18,500
parallel laser print port output with queue control and
refilming capability
DPS DICOM Print Server, DICOM input to Helios 8x10 and 16,500
parallel laser print port output
DPI Digital Print Interface, parallel laser port input, with 16,500
host control protocol or keypad and foot switch, to
MergeCOM-3 (DICOM) output, TCP/IP
VPI Video Print Interface, analog video print input (up 16,500
to 40mhz video), with host control protocol or keypad
and foot switch, to MergeCOM-3 (DICOM) output, TCP/IP
UPI Ultrasound Print Interface, analog video print input 13,500
(up to 15mhz video), with keypad and foot switch, to
MergeCOM-3 (DICOM) output, TCP/IP
