EXHIBIT 10.4
ORIGINAL EQUIPMENT MANUFACTURER AND DISTRIBUTOR AGREEMENT
This document and attached exhibits establish an Agreement between Zymed, Inc.
(referred to herein as "Zymed") and Xxxxxxx Instrument Company (referred to
herein as Xxxxxxx).
Zymed desires to appoint Xxxxxxx as an authorized, exclusive Distributor of
certain medical Products, accessories and related goods ("Products") to be
supplied by Zymed, and Xxxxxxx desires to accept such appointment.
Xxxxxxx agrees to purchase and Zymed agrees to sell such Products upon the
following terms and conditions:
1. DEFINITIONS
a) "Commencement Date" is July 1, 1998.
b) "Anniversary Date" is 12 months following the Commencement Date.
c) "Ordering Period" is the initial 1 month period following the
Commencement Date and any 12 month ordering period thereafter.
d) "Forecasted Purchases" are the mutually agreed quantity of Products
which Xxxxxxx plans to order during each ordering period (12 months).
e) "Exhibits" are documents attached to, incorporated by reference in, or
added to this Agreement at a later date, by mutual agreement, which
describes Products or Xxxxxxx Locations.
f) "Territories" are defined as follows:
1) "Xxxxxxx Territory" shall mean the United States, its possessions
and Canada
2) "Zymed Territory" shall mean the countries of the Asia Pacific as
set forth on Appendix A attached hereto
3) "Rest of World" or "ROW" shall mean all countries of the world
other than those countries in the Xxxxxxx Territory or the Zymed
Territory.
2. APPOINTMENT
a. Zymed hereby appoints Xxxxxxx as its exclusive distributor for the
promotion, sale and support in the Xxxxxxx Territory of the products listed
on the attached Exhibits (the "Products"), such Exhibits hereinafter
referred to as Product Exhibits, upon the terms and conditions set forth in
this Agreement and the Product Exhibits. Xxxxxxx accepts such appointment
upon such terms and under such conditions. Zymed retains the exclusive
right to promote, sell and support the Products in the Zymed Territory. The
parties agree and acknowledge that both parties can promote, sell or
support the Products in the ROW until such time as, by mutual agreement of
the parties and on a country-by-country basis, the countries of the ROW are
added to the Xxxxxxx Territory or the Zymed Territory, as applicable.
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b. Zymed agrees to provide existing sales literature for the Products listed
in exhibit X. Xxxxxxx will be responsible for the creation of new sales
literature for the Products it is promoting in the Xxxxxxx Territory. Zymed
will contribute 30% of the cost of printing sales literature, mutually
agreed upon, for Products listed in Exhibit X.
x. Xxxxxxx agrees to maintain trained sales staff capable of demonstrating the
Products. Zymed will offer, at Zymed's sole expense, and as part of Zymed's
Distributor program, Product training and arrhythmia recognition classes.
Xxxxxxx agrees to participate in Product training classes that are mutually
defined and agreed upon by both parties.
d. Zymed and Xxxxxxx agree to exert commercially reasonable efforts to
promote, stock, merchandise, sell and support the Products to ultimate
users of the Products. Xxxxxxx understands and agrees that Quinton's
commitment to pre-sale and post-sale support for the Products is essential
to Quinton's responsibility under this Agreement. Xxxxxxx agrees that the
Purchasing Schedule set forth in the attached Product Exhibits is a
reasonable approximate forecast of the performance to be expected from
Xxxxxxx and that Zymed considers such standards in determining whether to
renew this Agreement or exercise its rights under section 18 herein.
e. Both Zymed and Xxxxxxx will exchange information on the status of inventory
held for Xxxxxxx at Zymed's facilities. Quarterly reconciliation of the
inventory status will be conducted by both parties. Zymed will provide
weekly finished goods reports of all Products held for Xxxxxxx.
f. Zymed shall provide Xxxxxxx with the same written materials (for example,
service bulletins) that Zymed provides its own field service personnel and
which is applicable to any of the Products. Additionally, Zymed shall
provide to Xxxxxxx technical service updates regarding preventive
maintenance, circumvention of bugs and notification of common failure modes
with respect to all Products.
3. RELATIONSHIP
a. The relationship of Xxxxxxx to Zymed shall apply to only the Products in
Exhibit A. This contract supersedes the OEM Agreement dated May 20, 1994
and the Medical Products Distributor Agreement dated January 1, 1998.
b. Any commitments Xxxxxxx makes with respect to unusual quantities, delivery
times, a special modification, suitability of software, or suitability of
Products to a particular hardware interface, in specific applications or
otherwise, shall be Quinton's sole responsibility unless prior written
authorization is obtained from Zymed.
x. Xxxxxxx shall have no power or authority to enlarge or modify the user
warranty defined in Section 10 or to make any warranty or commitment on
behalf of Zymed. Xxxxxxx shall indemnify Zymed from any liability for any
such warranty or commitment made by Xxxxxxx, unless prior written
authorization is obtained from Zymed.
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d. Neither the making nor the performance of this Agreement shall be construed
in any manner to have established a joint venture or partnership.
4. TERM AND RENEWAL
a. This agreement will commence on the Commencement Date and will remain in
effect for 5 years ("Initial Term"), unless terminated as provided herein.
b. Forecasted Purchases will be reviewed and revised, as appropriate, prior to
each Anniversary Date. Prices will be reviewed and revised, as appropriate,
prior to each Anniversary Date, or more frequently as provided in paragraph
6. Any other changes for a renewal term must be mutually agreed in writing.
c. This Agreement is renewable for an additional 5 years after the end of the
5th year of the initial term, if mutually agreed by Xxxxxxx and Zymed.
d. Forecasted Purchases will be based on sales commencing 07/01/98 and shall
be calculated based on the Exhibit(s).
5. DELIVERY
a. Deliveries under this Agreement shall be initiated by written orders.
x. Xxxxxxx shall comply with all Food and Drug Administration requirements
pertaining to the Distributor of Products including reporting, tracking and
listing as set forth in 21 CFR 800 and following.
c. Zymed will commit to exerting its best effort towards product availability
at the time Quinton's order is received. If Zymed fails to deliver Products
for 30 days beyond the agreed delivery date, Xxxxxxx may cancel such orders
at no charge and/or reduce the fixed purchasing schedule by the order
amount.
d. Products shipped under Quinton's shipping instructions, title and risk of
loss and damage will pass to Xxxxxxx at Zymed's shipping dock.
e. Zymed will ship according to Zymed standard commercial practice, second day
delivery, at Quinton's expense, to locations as specified by Xxxxxxx.
Xxxxxxx requested special packaging or shipping instructions must be
mutually agreed, and charges will be billed separately to Xxxxxxx.
f. Together with or immediately upon shipment of any Products, Zymed shall
maintain and, if requested, provide Xxxxxxx with a copy of all test
certifications and device history records with respect to such Products.
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6. PRICE AND PAYMENT
a. The prices which Xxxxxxx shall pay Zymed for the Products purchased (net
Xxxxxxx prices) shall be the price appearing on the Product Exhibits.
b. Prices to Xxxxxxx will be reviewed every 3 months to maintain a distributor
Over All Product Gross Margins of 50% (not including Home Trak). Price
changes will apply to future orders only. If agreement on price or
forecasted purchases can not be obtained during these review sessions,
either party may terminate this agreement with a 180 days written notice.
Previously existing pricing will remain in effect for the remainder of the
agreement if the termination option is selected.
c. Taxes are not included in prices and will be invoiced, if applicable, as
separate items.
d. Payment for all orders will be due 30 days from the date of Zymed's
invoice.
7. MODIFICATION OF PRODUCTS
a. All Zymed Products marketed by Xxxxxxx shall be sold only in the form as
packaged by Zymed. Xxxxxxx shall not alter, modify, or change any Product
or its package without Zymed's prior written consent except when necessary
for service reasons. Zymed will not alter specifications of Products
without prior notification.
b. During the term of this Agreement, the parties may revise the
Specifications by mutual written agreement. After the Effective Date, Zymed
shall not make any material change to the Specifications without notifying
Xxxxxxx no less than thirty (30) days prior to the effective date of such
change. No such change shall alter Zymed's obligation to manufacture the
Products for Xxxxxxx under this Agreement. In the event that such change
would result in the loss of any sale by Xxxxxxx of any Product pursuant to
an agreement between Xxxxxxx and its customer entered into prior to
Quinton's receipt of such notice, Zymed shall honor all of Quinton's orders
made relating to such sale. Zymed shall immediately notify (both verbally
and in writing) if Zymed determines that any software anomalies in any of
the Products can be traced to software provided to Xxxxxxx and/or used in
any Xxxxxxx product.
c. If, during the term of this Agreement Zymed makes any changes to the
hardware and/or software configurations of its own products, including but
not limited to any (a) algorithm enhancements for beat detection or
arrhythmia analysis and classification, or (b) upgrades to the software
also contained in any Product, Zymed shall notify Xxxxxxx of such changes
no less than thirty (30) days in advance of Zymed's institution of such
changes. In the event that (1) Xxxxxxx determines such changes would
enhance the current features of any Product and (2) such changes do not
constitute a new feature for which Zymed is separately charging its own
customers Zymed shall proceed to update all Products with such changes at
no charge to Xxxxxxx provided that Xxxxxxx shall have the right to qualify
for acceptance any hardware substitutions that Zymed deems necessary
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due to obsolescence or cost reduction, such acceptance not to be
unreasonably withheld by Xxxxxxx.
8. ADVERTISING, TRADEMARKS AND COPYRIGHTED MATERIALS
a. Zymed will provide, at Zymed's expense, sales literature, advertising
materials, promotional plans, and other information. programs and sales
support to assist Xxxxxxx in developing its own sales literature,
advertising materials, promotional plans, and sales support to support the
selling of the Products in the Xxxxxxx Territory.
b. Zymed hereby grants Xxxxxxx a revocable license to use any Zymed trademark
or trade name associated with the Produces solely in the advertisement and
promotion of the Products during the term of this Agreement. Except as
provided in this paragraph, Xxxxxxx shall have no right, title or interest
in or to any patent, trademark or trade name belonging to Zymed.
x. Xxxxxxx shall advertise, promote, market, and sell the Products either
separately or as part of other products under any of its trademarks
(including, without limitation, Xxxxxxx(R), HolterWorks(TM), and
HolterWorks Plus(TM)), copyright, tradename, or logo, whether registered or
unregistered. Zymed shall have no right, title, or interest in or to any
such trademark, copyright, tradename or logo. So long as Xxxxxxx or any
Affiliate of Xxxxxxx shall have any interest in any such trademark,
copyright, tradename, or logo, whether registered or unregistered, whether
as proprietor, owner, or licensee in any country of the world, Zymed shall
not adopt, use, apply for registration, register or own such trademark,
copyright, tradename, or logo, or any such item confusing similar thereto
in any country of the world, or take any action which, in Xxxxxxx sole
opinion, weakens or undermines Quinton's proprietary rights.
d. With Zymed's written consent, one copy of Zymed copyrighted materials
(software and printed documentation) may be retained for archive purposes,
to replace a defective copy or for program error verification by Xxxxxxx.
9. TELEMARKETING
x. Xxxxxxx has the option to subcontract Zymed's Telemarketing Department for
the lead generation of Xxxxxxx products. The cost of this service is
$7,500.00 per telemarketer, per quarter.
10. WARRANTY
a. The Products will be covered by a written Warranty in favor of the ultimate
purchaser and user of such Products (the "User Warrantee") set forth in
Exhibit B hereto. Such Products shall be referred to as the "Warranty
Products". The User Warranty covering the Warranty Products is the only
consumer warranty covering any Product sold herein.
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b. Zymed will supply a copy of the User Warranty with each Warranty Product
sold herein. In addition, Zymed will supply Xxxxxxx with point-of-sale
copies of the User Warranty for pre-sale disclosure to prospective users.
c. Zymed warrants to Xxxxxxx that the Products will conform to and comply with
all applicable Federal, State and local laws, regulations and codes.
11. INDEMNIFICATION AND INSURANCE
a. Zymed shall, at its expense, defend any action or claim instituted against
Xxxxxxx and indemnify and hold harmless Xxxxxxx and its Affiliates together
with their respective officers, directors, employees, agents, and insurers
for any "Loss" or "Losses": All liability claims, demands, damages,
actions, suits, and judgments instituted by third parties against each of
the parties hereunder attributable to bodily injury, sickness, disease,
death, injury to property, infringement of intellectual property rights or
otherwise, including, without limitation, attorney's fees and investigation
and other costs ("Loss") arising out of Zymed's obligations under this
Agreement, including but not limited to any allegation that a Product is
defectively or negligently designed, manufactured or tested.
Notwithstanding the foregoing, Zymed's obligations under this Subsection
11a shall not apply to any Loss caused by the independent negligence of
Xxxxxxx or its employee for which Xxxxxxx shall, at its expense, defend any
action or claim instituted against Zymed and indemnify and hold harmless
Zymed and its Affiliates together with their respective officers,
directors, employees, agents, and Insurers for any "loss" or "losses" as
previously defined.
b. In addition to Quinton's remedies for breach of the warranties set forth in
subsection 10a and 10c hereof, Zymed shall also indemnify, defend, and hold
harmless Xxxxxxx and its Affiliates, together with their respective
officers, directors, employees, agents, and insurers against all Losses
arising out of any breach of said warranties, notwithstanding the
foregoing, Zymed's obligations under subsection 10a and 10c shall not apply
to any Loss caused by the independent negligence of Xxxxxxx or its employee
for which Xxxxxxx shall, at its expense, defend any action or claim
instituted against Zymed and indemnify and hold harmless Zymed and its
Affiliates together with their respective officers, directors, employees,
agents, and Insurers for any "loss" or "losses" as previously defined.
c. Zymed shall maintain, during the term of this Agreement and such additional
periods as Xxxxxxx may reasonably request (and, in no event, for a period
not less than five (5) years after any termination of this Agreement),
Comprehensive General Liability Insurance, including full Products
Liability coverage, with an insurance carrier reasonably acceptable to
Xxxxxxx, and coverage limits of not less than $5,000,000.00 per occurrence
and at least $5,000,000.00 aggregate coverage for claims of bodily injury
and property damage arising out of any Loss. Such policy or policies shall
extend coverage with respect to occurrences during a policy period,
regardless of the dates on which claims arising from such an occurrence are
made, and shall include Xxxxxxx as named insured in
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such policy or policies. Such policy or policies shall also expressly cover
any liability Zymed may incur as an indemnitor under this Agreement.
d. Both parties shall provide notice to the other of any Loss, whether actual
or threatened, promptly upon receipt of notice thereof.
12. RECALLS
a. If either party determines that it is necessary to recall or perform a
major field correction on any Product, it shall immediately notify the
other party.
b. Prior to commencing any recall or major field correction, the parties shall
review with one another the manner in which the recall or major field
correction is to be carried out and any instructions or suggestions of the
applicable regulatory authorities. Zymed and Xxxxxxx shall effect the
recall or mayor field correction in the manner agreed upon between the
parties in as expeditious a manner as possible and in such a way as to
cause the least disruption to the sales of any Products and to preserve the
goodwill and reputation associated with the Products and with all other
Products manufactured and/or distributed by and the names of Zymed, Xxxxxxx
and their respective Affiliates.
c. Except for recalls or major field corrections caused by the independent
negligence of Xxxxxxx or its employees, Zymed shall: (i) Reimburse Xxxxxxx
for all of Quinton's costs, losses and expenses incurred as a result of any
recall or major field correction, but in no event shall Zymed be obligated
to pay to Xxxxxxx more than Zymed received from Xxxxxxx as its price for
the Product plus all other costs and expenses incurred by Xxxxxxx in
connection with the recall or major field correction and the sale for the
recalled Product and (ii) Defend, indemnify, and hold harmless Xxxxxxx and
its Affiliates, together with their respective officers, directors,
employees, agents, and insurers from and against all Losses arising out of
any recall or major field correction.
13. REPAIR OF XXXXXXX OWNED DEFECTIVE GOODS
a. Zymed and Xxxxxxx agree that the procedure provided herein for return and
repair or replacement of defective units shall be Quinton's sole and
exclusive remedy for any claim by Xxxxxxx relating to any alleged defect or
nonconformity in the Products sold herein. This provision shall not
otherwise limit the rights and remedies available to Xxxxxxx and Zymed set
forth in sections 11 or 12 hereof.
b. After Zymed approves the return of the defective unit, Zymed will inform
Xxxxxxx as to the return location.
c. Zymed shall be entitled to verify the reason for the return set forth in
the Service Information Card arid to determine at its discretion whether to
replace (rather than repair) the unit. Zymed shall not repair or replace
units returned for the following reason:
i. Damage from abuse or misuse;
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ii. Attempted repair by unauthorized service center;
iii. Repossession;
iv. Use by Xxxxxxx as demonstration units.
14. WARRANTY AND PRODUCT SAFETY ISSUES
a. In order to comply with regulatory bodies and to verify the warranty start
date, Zymed will utilize the shipping information provided by Xxxxxxx to
Zymed for all Products sold hereunder as well as for warranty Products to
be used by Xxxxxxx as a display or demonstration system.
b. In the event Xxxxxxx learns by any means of an incident involving
malfunction of a Warranty Product sold by Xxxxxxx, Xxxxxxx agrees to notify
Zymed of such incident within three (3) working days in case of serious
injury or death, and within ten (10) working days otherwise.
x. Xxxxxxx shall comply with all Food and Drug Administration requirements for
distributors. See 21 CFR 807.
15. IN-WARRANTY REPAIR
a. Zymed will provide a thirteen (13) month warranty on Products sold to
Xxxxxxx, with the exception of Digital Recorders which Zymed will provide a
24 month warranty. The warranty period starts when the Products are shipped
to Quinton's customer using the shipping date as the starting date.
b. Field repair service and installation shall be performed by Xxxxxxx at
Quinton's expense for all Products sold by Xxxxxxx, provided, however, that
the Product meets the specifications set forth in Exhibit E.
c. Products under Warranty are covered by Zymed. Xxxxxxx or its customer must
pay for transportation, insurance, and handling charges in all cases of
shipment of Product to Zymed for Warranty. Repaired Warranty Products will
be returned to sender at Zymed's expense.
x. Xxxxxxx shall be responsible for the satisfactory handling and resolution
of complaints from its customers with Zymed's support.
16. OUT-OF-WARRANTY REPAIR
a. Except as provided in section 11 Xxxxxxx or its customer shall bear all
shipping charges for out-of-warranty repairs.
b. Repairs made by Zymed outside of the warranty period shall be billed at 70%
of the current Zymed repair charge at the time of repair. Repairs due to
design flaws will be done at no charge.
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c. All repairs will be made by an authorized factory service
representative or authorized Zymed representative and shall be
performed at Quinton's customer's site or, at Zymed's option, at a
Zymed facility depending on specific Product warranty.
d. An optional service contract will be available to Xxxxxxx or Xxxxxxx'x
customers.
e. Yearly service repair charges will not exceed 3% of the total revenue
generated by Xxxxxxx from the cumulative sales of the Products during prior
years. This figure will be calculated every 12 months and a credit to
Xxxxxxx will be issued for any excess over the 3% during the prior 12 month
period. Not included in the repair charges calculations are: accessories,
product configurations changes and billable field support.
17. SAFE HARBOR REGULATIONS
x. Xxxxxxx shall comply with all requirements of the Safe Harbor regulations
42 CFR 1001 and following with respect to any discounts, rebates or credits
offered to its customers.
18. TERMINATION
a. Either party may terminate this Agreement without cause at 5 years upon 120
days prior written notice to the other party.
b. If either party becomes insolvent, is unable to pay its debts when due,
files for bankruptcy, is the subject of involuntary bankruptcy, has a
receiver appointed, the other party may terminate this Agreement upon
providing written notice and may cancel any unfulfilled obligations.
c. If a party materially breaches this Agreement, and within sixty (60) days
of notice of breach from the non-breaching party, the breaching party has
not initiated good faith efforts to cure such breach to the reasonable
satisfaction of the non-breaching party, then the non-breaching party may
terminate this Agreement in writing promptly after expiration of such sixty
(60) day period. In the event of termination under this Section 18(c),
either party may set off any amounts owing to such party against any
amounts owing to the other party under this or any other agreement between
the parties.
x. Xxxxxxx shall immediately cease to be an authorized Zymed Distributor upon
the effective date of the termination of this Agreement. Xxxxxxx shall
thereafter refrain from representing itself as an authorized Zymed
Distributor and from using any Zymed trademark or trade name except as
required to sell any unsold inventory or to honor and service commitments
with Xxxxxxx customers.
e. All claims of every kind thereto shall cease and there shall be nothing
payable by either party except as may be due as a result of prior sales and
these shall be paid as they fall due.
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19. NOTICE
a. Any notices given hereunder shall be given in writing by mail to the
addresses of the parties hereinafter set forth in below or to such other
address for wither party as it may designate by written notice to the
other.
20. PATENT INDEMNITY
a. Zymed shall, except as otherwise provided below, defend or settle any claim
made or any suit or proceeding brought against Xxxxxxx so far as it is
based on an allegation that any Product furnished herein infringes a patent
or other proprietary right of a third party, if notified promptly in
writing and given information, reasonable assistance and the sole authority
to defend or settle same (at Zymed's expense), and Zymed shall pay all
damages and costs, including Attorney's fees, finally awarded or reasonably
incurred, in any such suit or proceeding against Xxxxxxx. In case said
Product is in such suit held to infringe and the use or said Product is
enjoined, or in the case of a settlement as referred to above, Zymed shall
have to option at its own expense, to procure for Xxxxxxx the right to
continue using or selling said Product, or replace same with a
non-infringing Product; or modify same so it becomes non-infringing; or
xxxxx Xxxxxxx a credit for the depreciated value of said Product and accept
return of same. The foregoing states the entire liability of Zymed for
patent infringement by Products furnished herein.
21. EXPORTING
a. If Xxxxxxx exports Products Xxxxxxx assumes responsibility for complying
with applicable laws and regulations and for obtaining required export and
import authorizations.
22. GENERAL CONDITIONS
a. Neither party may assign rights or obligations without prior written
consent of the other party. Xxxxxxx shall advise Zymed of any changes in
control of Xxxxxxx or its operating arrangement and such change shall not
give rise to a right of termination by Zymed. Zymed shall advise Xxxxxxx of
any changes in control of Zymed or its operating arrangement and such
change shall not give rise to a right of termination by Xxxxxxx.
b. Neither party's failure to exercise any of its rights under this Agreement
will constitute or be deemed a waiver or forfeiture of those rights.
c. Any disputes arising in connection with this Agreement will be governed by
the laws of Washington without regards to any conflicts of law provisions
thereof.
d. This Agreement supersedes any previous communication, representations, or
agreements between the parties, whether oral or written, regarding
transactions hereunder. Zymed and Quinton's additional or different terms
and conditions on any order or acceptance
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forms will not apply. This Agreement may not be changed except by an
amendment signed by an authorized representative of each party.
e. The obligations contained in Sections 10, 11, 12, 13, 14, 15, 16 and 19,
will survive termination or expiration of this agreement. 15e will
terminate 12 months following termination or expiration of this agreement
23. APPENDIX AND EXHIBITS
The attached Appendix and Exhibits are hereby made a part of this
Agreement:
Appendix A: Specific locations referred to as "Asia Pacific"
Exhibit A: Pricing
Exhibit B: Warranty
Exhibit C: Xxxxxxx Locations
Exhibit D: Supplies
Exhibit E: Product Specifications
Distributor: Seller:
Xxxxxxx Instrument Company ZYMED, INC.
0000 Xxxxx Xxxxx Xxxxxxx 00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
/s Xxxx Xxxxxxxx /s/ Xxxxxx Xxxxx
--------------------------------- ---------------------------------
Authorized Representative Signature Authorized Representative Signature
Name: Xxxx Xxxxxxxx Name: Xxxxxx Xxxxx
Title: Executive V.P. Sales/Marketing Title: Executive V.P.
Date: March 31, 1999 Date: 3/9/99
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APPENDIX A: ASIA PACIFIC COUNTRIES - EXCLUDED
AFGHANISTAN
BANGALADESH
BHUTAN
XXXXXX
XXXXX, XXXXXXX XXXXXXXX XX
XXXX XXXX
XXXXX
INDONESIA
JAPAN
KOREA, SOUTH
KOREA, NORTH
MACAU
MALAYSIA
MALDIVES ISLANDS
MYANMAR
NEPAL
PAKISTAN
PHILIPPINES
SINGAPORE
SRI LANKA
TAIWAN - REPUBLIC OF CHINA
THAILAND
UZBEKISTAN
TURKMENISTAN
VIETNAM
XXXXXXXXX
XXXX XXXXXXX
XXXX XXXXXXX
XXX XXXXXXX
PAPUA NEW GUINEA
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EXHIBIT A: PRICING
The Xxxxxx Monitoring System Products listed below are priced in accordance with
the schedules stated on this Exhibit.
ITEM PRODUCT PRICE
*2010 Xxxxxx Xxxxxx Workstation $14,000ea
HomeTrak Event Recorder $ 750ea
HomeTrak (HW & SW) Receiving Station $ 3,500ea
Zybit (Software License) Server Software $ 3,000ea
Zybit (Software License) Remote Software $ 1,000ea
Zybit (Hardware - Server) Server Hardware & Software $ 4,750ea
Zybit (Hardware - Remote) Remote Hardware & Software $ 3,400ea
*HolterWorks Xxxxxx Workstation $ 9,000ea
*HolterWorks Plus Xxxxxx Workstation $12,000ea
Zip Drive Option $ 000xx
Xxx Xxxxx Option $ 550ea
Home Trak Plus EASI Event Recorder $ 750ea
HomeTrak Plus Receiving Station Receiving Station $ 3,500ea
*20/20 Cassette Recorder $ 690ea
*20/20D Digital Recorder $ 1,025ea
*Fax/Modem Option $ 200ea
HP TraceMaster Interface TBD
(TBD upon final product release)
*NT Xxxxxx TBD
(TBD upon final product release)
* Within the exclusive territories, Xxxxxxx is the only authorized dealer for
these products. All other products are non-exclusive.
XXXXXX MONITORING SYSTEM PURCHASING SCHEDULE
On July 1, 1998, and subsequently, every "Anniversary Date", the Fixed
Purchasing Schedule will be reviewed and adjusted, if appropriate. The Fixed
Purchasing Schedule can be increased and/or accelerated by mutual agreement.
FIXED PURCHASING SCHEDULE*:
July 1 1998 -September 30, 1998: 20 Units
October 1, 1998 - December 31, 1998: 18 Units
January 1, 1999 - March 31, 1999: 24 Units
April 1, 1999 - June 30, 1999: 24 Units
ESTIMATED PURCHASING SCHEDULE**:
July 1, 1999 - September 30, 1999: 30 Units
October 1, 1999 - December 31, 1999: 35 Units
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January 1, 2000 - March 31, 2000: 30 Units
April 1, 2000 - June 30, 2000: 30 Units
PAYMENT TERMS: Due upon reported on Manufacture Log
* The fixed purchasing schedule can be made of any mix of HolterWorks,
HolterWorks Plus, 2010 and NY Xxxxxx product. At the end of every quarter (i.e.
March 31, June 30) title to products held at Zymed's location and risk of loss
or damage to such products will pass to Xxxxxxx for any of the fixed purchasing
schedule units ordered but not shipped during that quarter.
** July 1, 1999 - June 30, 2000 is based upon the release of the NT Xxxxxx
product to QIC by June 1, 1999. Fixed Purchasing Schedule will be revised to
mutually agreed quantity in the event that NT Xxxxxx is not released per
specification by June 1, 1999.
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WARRANTY
The Zymed Product is warranted against defects in materials and workmanship for
a period of 13 months from the date of shipment (except 20/20D Recorders which
are warranted for a period of 24 months). The product is warranted to meet its
specifications per Exhibit E. During the warranty period, Zymed will, at its
option, either repair or replace Products which prove to be defective. Zymed
does not warrant that the operation of the Product's software, firmware, or
hardware shall be uninterrupted or error free. No other warranty is expressed or
implied. Zymed specifically disclaims the implied warranties of merchantability
and fitness for a particular purpose other than described herein.
LIMITATION OF WARRANTY
The foregoing warranty shall not apply to defects resulting from:
1. Improper or Inadequate maintenance by buyer.
2. Buyer-supplied software or interfacing.
3. Unauthorized modification or misuse.
4. Operation outside of the environment specification for the product.
5. Improper site preparation and maintenance.
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EXHIBIT C: XXXXXXX LOCATIONS
[Locations where Xxxxxxx business is conducted]
Address:
Xxxxxxx Instrument Company
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0000 Xxxxx Xxxxx xxxxxxx
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Xxxxxxx, XX 00000
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Phone: 425/402-2000
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Fax: 425/402-2005
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EXHIBIT D: SUPPLIES
DESCRIPTION PART # PRICE EXCHANGE SUPPLIER
----------- ------ ----- -------- --------
Laser Paper 100000-001 $4.00 N/A N/A
Hookup Kit 101147-001 $7.00 N/A Zymed
Pouch w/Strap 102066-005 $20.00 N/A Xxxxx Xxxxx
Test Box 102980-001 $95.00 N/A Zymed
14" Monitor 108010-001 $400.00 N/A CTX
Tape Deck Assembly 108040-001 $2,416.00 $1,208.00 Zymed
Acquisition Board 108050-001 $1,800.00 $900.00 Zymed
Printer Cable 131018-001 $25.00 N/A N/A
Power Strip 131021-001 $13.00 N/A N/A
1 Meg Module 151006-217 $90.00 N/A Intel
8 Meg Module 151006-200 $100.00 N/A Intel
Patient Cable 163003-005 $28.00 N/A Tronomed
Waist Belt 164008-005 $5.60 N/A Xxxxx Xxxxx
17" Monitor 164021-018 $850.00 N/A Arcus
17" Monitor 164002-045 $850.00 N/A CTX
Disk Controller 164022-056 $40.00 N/A Worldnet
Graphite Video Card 164022-078 $450.00 N/A Hercules PG420
Dynamite 164022-079 $450.00 N/A Dynamite
Fax Board 164022-087 $170.00 N/A Karby TMB-240 CTP
Pentium Zappa 120 164022-200 $900.00 N/A Zappa Board
Motherboard (486-33)* 164022-600 $900.00 N/A Micronics, DTK
Motherboard (486-66)* 164022-800 $900.00 N/A Micronics, DTK
DOS 6.2 164023-006 $66.00 N/A Microsoft
Keyboard 164024-004 $50.00 N/A Fujitsu
Mouse Pad 164024-005 $0.00 N/A Distributor
Mouse 164024-001 $50.00 N/A Microsoft
Laser Toner Cartridge 164025-014 $150.00 N/A Hewlett Packard
Laser IV Plus 164025-050 $1,400.00 N/A Hewlett Packard
Hard Disk 164027-063 $300.00 N/A Maxtor
3.5" Floppy Disk 164035-012 $80.00 N/A Teac
Intel Falsh Card (20 Meg) 164039-020 $275.00 N/A Intel
Chassis (tower, bezel, cover, p.s.) 164051-001 $150.00 N/A Am Enhance
Power Supply 164051-050 $85.00 N/A Am Enhance
Recorder Operators Manual 000000-000 $17.50 N/A Zymed
20/20D Recorder Only 031371-002 $925 N/A Zymed
20/20D Recorder w/Accessories 00365-002 $1,025.00 N/A Zymed
20/20 Recorder w/Accessories 000365-001 $690.00 N/A Zymed
Recorder Chassis 164060-001 $325.00 N/A
Holterworks Plus Tower 031285-005 $9,750.00 N/A Zymed
Holterworks Plus Tower 031285-006 $9,750.00 N/A Zymed
Holterworks Plus System 000364-004 $12,000.00 N/A Zymed
(Tower, 17" Monitor, Printer)
2010 Xxxxxx Tower (110 volts) 35694-001 $11,750.00 N/A Zymed
2010 Xxxxxx Tower (220 volts) 35694-002 $11,750.00 N/A Zymed
HW Tower 031282-005 $7,300.00 N/A Zymed
Laser Jet 4000 35695-001 $1,400.00 N/A Hewlett Packard
Laser Jet 5 18842019 $1,400.00 N/A Hewlett Packard
Laser Jet 5L 18842017 $850.00 N/A Hewlett Packard
Card Reader 164022-087 $170.00 N/A Karby TMB-240 CTP
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* Does not include memory.
ORDERING SUPPLIES
Supply orders can be placed by calling Zymed at:
(000) 000-0000 - or - by contacting Zymed's e-mail address at: xxxxxxx@xxx.xxx
Monday - Friday, 6:30am - 4:30pm
Pacific Standard Time
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EXHIBIT E: PRODUCT SPECIFICATIONS
REFER TO:
2010
DOCUMENT NUMBER SRS 172235-000
REVISION: A
XXXXXX NT
DOCUMENT NUMBER SRS 172285-000
REVISION: --
XXXXXX WORKS PLUS: SRS 172239-000
REVISION: A
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