CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT
10.1
CONFIDENTIAL TREATMENT
REQUESTED
[*]
Denotes information for which
confidential treatment has been requested. Confidential portions
omitted have been filed separately with the Securities and Exchange
Commission.
AMENDMENT
FOUR
TO
VALUE ADDED RESELLER PROGRAM AGREEMENT NUMBER AHA47
BY
AND BETWEEN AGILENT TECHNOLOGIES, INC. AND
O.I.
CORPORATION
The above
referenced Value Added Reseller's Agreement (“Agreement") dated June 1, 2008
between Agilent Technologies, Inc. ("Agilent”) and O.I. Corporation (“Reseller”)
is hereby amended as follows:
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1.
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Exhibit
E305 Version 10 LSCA Value Added Reseller Compensation Exhibit is hereby
deleted and replaced with the attached Exhibit E305 Version 12, effective
July 1, 2010.
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ALL
OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED
VALUE
ADDED RESELLER PROGRAM AGREEMENT REMAIN UNCHANGED
AND
IN FULL FORCE AND EFFECT.
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AGREED
TO:
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AGREED TO: | ||
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Representative:
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O.I.
Corporation
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Agilent:
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Agilent
Technologies, Inc.
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/s/ J. Xxxxx Xxxxxxxxx
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/s/ Xxxxxxx Xxxxxx
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|||
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Name:
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J.
Xxxxx Xxxxxxxxx
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Name
:
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Xxxxxxx
Xxxxxx
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Title:
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CEO/CFO
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Title:
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Contracts
Specialist
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Date:
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6/29/2010
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Date:
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June
30, 2010
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Address:
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000
Xxxxxx Xxxx
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Address:
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0000
Xxxxxxxxxxx Xxxx
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Xxxxxxx
Xxxxxxx, XX 00000
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Xxxxxxxxxx,
XX
00000
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CONFIDENTIAL TREATMENT
REQUESTED
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Agilent
Technologies
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AHA47
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Exhibit
E305
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LSG/CAG
VALUE ADDED RESELLER COMPENSATION EXHIBIT
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DISCOUNT SUMMARY TABLE
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|||||||
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COLUMN I
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COLUMN II
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COLUMN III
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COLUMN IV
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Volume Discount (Section
1)
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[*]
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[*]
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[*]
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[*]
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Volume Performance Discount
(Section 2)
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[*]
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[*]
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[*]
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[*]
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|||
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TOTAL
DISCOUNT PERCENTAGE
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[*]
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[*]
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[*]
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[*]
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1.
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VOLUME
BASED DISCOUNT
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Eligible
Products, including applicable standard options, will receive discounts in
accordance with the following “Discount Percentage Schedule” at the Estimated
Volume level established under this Exhibit. The discounts granted
under this Exhibit are in lieu of and not in addition to any other discounts
that might be available from Agilent with the exception of certain special
promotions that may be offered from time to time.
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DISCOUNT
PERCENTAGE SCHEDULE
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||||
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WORLDWIDE
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||||
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US
DOLLAR NET
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I
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II
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III
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IV
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100,000-499,999
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[*]
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[*]
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[*]
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[*]
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500,000-999,999
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[*]
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[*]
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[*]
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[*]
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1,000,000-1,999,999
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[*]
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[*]
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[*]
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[*]
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2,000,000-3,999,999
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[*]
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[*]
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[*]
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[*]
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4,000,000-6,499,999
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[*]
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[*]
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[*]
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[*]
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6,500,000-UP
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[*]
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[*]
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[*]
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[*]
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PRODUCTS
SUBJECT TO DISCOUNT
Reseller
is appointed for the following Products as defined by the solutions in the
Business Plan:
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COLUMN
I
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ALL
PRODUCTS FROM PRODUCT LINES
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AA
58
BC
JW
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Proprietary
Supplies
Analytical
Supplies
LC
Columns
GC
Columns
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COLUMN
II
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SELECTED
PRODUCTS FROM PRODUCT LINES
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AZ*
CA*
BZ*
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Gas
Chromatography systems and related Products
Emerging
Markets Measurement Solutions
Gas
Chromatography/Mass Spectroscopy Systems and Related
Products
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COLUMN
III
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SELECTED
PRODUCTS FROM PRODUCT LINES
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29*
MA
89*
LI
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Liquid
Chromatography and related Products
Spectroscopy
LC
Mass Spectrometers
Laboratory
Informatics (excluding software services and support
products)
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COLUMN
IV
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PRODUCTS
FROM PRODUCT LINES
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8P
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Replacement
Parts
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*Discounts
also include all ChemStations associated with these Products
[*] Denotes
information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
CONFIDENTIAL TREATMENT
REQUESTED
|
Agilent
Technologies
|
AHA47
|
|
Exhibit
E305
|
LSG/CAG
VALUE ADDED RESELLER COMPENSATION EXHIBIT
Notwithstanding
the foregoing, Agilent reserves the right to determine which Products are
eligible for discount.
PL29
PRODUCTS NOT ELIGIBLE FOR DISCOUNT
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G1411A
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Oracle
Client License
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G4240A
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HPLC-Chip
MS Interface for use with Agilent MS
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G1311C
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1260
Infinity Quaternary VL Pump
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G1312C
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1260
Infinity Binary VL Pump
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G4220B
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1290
Infinity Binary VL Pump
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G4288C
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1220
Infinity LC Gradient System VL
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G4290C
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1220
Infinity LC Gradient System
VL
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2.
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VOLUME
PERFORMANCE DISCOUNT
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Reseller
will receive a Volume Performance Discount of [*] percent ([*]%) on all orders
placed during the following six (6) month period for Products in Column II and
III, if Reseller’s total net purchases of Agilent Products under this Agreement
for the prior six (6) months equal or exceed one hundred percent (100%) of
volume target specified in Table 1 below.
For new
Resellers the Volume Performance Discount will commence only after the initial
six (6) months of the Agreement period. Reseller will not be eligible
to receive Volume Performance discount unless a business plan has been agreed to
between Reseller and Agilent. Should this Agreement be renewed, this
section is also applicable during the first six (6) months of the renewal
period.
TABLE
1
NET
SALES VOLUME TARGET*
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1st Half – Agreement period
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2nd Half – Agreement period
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Agreement period – Annual Volume
target
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[*]
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[*]
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[*]
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*If Reseller’s initial agreement
period is less than 12 months the volume estimate will be prorated on the basis
of 12 months.
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3.
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DEMO
DISCOUNT
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Products
purchased for demonstration and development purposes receive an additional
discount of [*] percent ([*]%), subject to Section 7 in R200L.
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4.
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WARRANTY
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The
following warranty terms shall apply:
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a)
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Reseller
will receive an on-site warranty for Products beginning upon Reseller’s
acceptance and ending either ninety (90) days thereafter or on the date
that Reseller ships the Product(s) to the end-user, whichever occurs
first. The end use warranty period for Products being ninety
(90) days after Reseller’s acceptance or the date the Product is received
by the end-user, whichever occurs
first.
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[*] Denotes
information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
CONFIDENTIAL TREATMENT
REQUESTED
|
Agilent
Technologies
|
AHA47
|
|
Exhibit
E305
|
LSG/CAG
VALUE ADDED RESELLER COMPENSATION EXHIBIT
b) Agilent
reserves the right to change the warranty. Such changes will affect
only new orders.
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c)
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Reseller
may provide more extensive warranties to end-users for certain Products
only to the extent it receives Agilent’s prior approval and provided
further that Reseller indemnifies Agilent against damages, liability or
claims arising from Reseller’s breach of such warranties or associated
warranty service.
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d) End-users
must provide proof of purchase to be eligible for Agilent warranty
service.
WARRANTY
TO END USERS
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a)
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Product
warranty terms are provided with the Product, on quotations, upon request
or at xxxx://xxx.xxxxxxx.xxx/xx/xxxxxxxx_xxxxx. Each
Product receives a global warranty which includes the standard warranty
for the country of purchase.
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b)
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Agilent
warrants the Agilent hardware and consumables Products against defects in
materials and workmanship and that the Product will conform to
Specifications. Agilent warrants that Agilent owned standard
Software substantially conforms to
Specifications.
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c)
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If
Agilent receives notice of defects or non-conformance during the warranty
period, Agilent will, at its option, repair or replace the affected
Product. Reseller or end user will pay expenses for return of
such Product(s). Agilent will pay expenses for shipment of
repaired or replacement Product(s).
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d)
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THE
ABOVE WARRANTIES ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR
ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
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[*] Denotes
information for which confidential treatment has been
requested. Confidential portions omitted have been filed separately
with the Securities and Exchange Commission.
