COOPERATION AGREEMENT
OLYMPUS
OLYMPUS OPTICAL CO. (EUROPE) GMBH
/address and other coordinates/
/handwritten/
cc: MG
COOPERATION AGREEMENT
between
OLYMPUS OPTICAL (EUROPE) GMBH
Wendenstra e 14-16
20097 Hamburg,
hereinafter referred to as "ODE,"
and
IAT Deutschland GmbH
Fahrenheitstra e 9
28359 Bremen,
hereinafter referred to as "IAT."
COOPERATION AGREEMENT
--------------------------------------------------------------------------------
1. Purpose of this Agreement
This agreement concerns the cooperation between ODE and IAT with regard to the
distribution of products offered by IAT on the basis of its resale price list of
March 6, 1996, and the products offered by ODE in the field of microscopics. The
distribution activities may be extended, subject to further agreement, to
endoscopic products. Both parties to the present agreement are interested in
closely cooperating with each other and in establishing a long-term partnership.
2. Resale
ODE shall have the right to procure products from IAT in accordance with the
latter's "resale" price list and to resell the products at its discretion to its
customers. To support the distribution activities of ODE, IAT shall make
available, to the extent possible, demonstration equipment, as well as data
sheets, catalogues, and the like.
3. Terms and Conditions
ODE shall procure IAT's products in accordance with the latter's resale price
list. In turn, IAT may procure OLYMPUS microscopes, including any and all
accessories, at a resale discount of 20%. Should a customer request that only
one company issue both the order and the invoice for a given project, both
parties to this agreement shall be willing and able to comply. In such cases,
the party not participating in the sale shall assist the party making the offer
with information and materials. The "internal" settlement of accounts between
the parties to this agreement shall be effected after the respective customer
has been billed. This agreement shall apply exclusively to Germany.
The Memorandum of Understanding executed in September 1995 shall remain in
effect.
4. Service
Olympus shall be responsible for servicing the microscopes. IAT shall be
responsible for servicing IAT products.
5. Training
Olympus shall provide all initial training for the microscope program, free of
charge, excluding travel and hotel costs, subject to agreement with IAT. The
initial training regarding IAT products shall also be provided free of charge,
excluding travel and hotel costs, subject to agreement with OLYMPUS.
COOPERATION AGREEMENT
6. Participation in Trade Shows
Both parties shall agree about participating jointly in trade shows, as well as
about providing personnel and demonstration equipment. (Both personnel and
demonstration equipment shall be provided free of charge to the extent
necessary.)
7. Payment Terms
Invoices for goods and demonstration equipment shall be net payable within 30
days; discounts shall not apply.
8. Partnership
Both parties to this agreement consider this document a framework within which
they intend to develop a long-tern partnership benefiting both companies. Both
parties shall keep the agreements between them confidential vis-a-vis third
parties.
IAT Deutschland GmbH OLYMPUS OPTICAL CO (ERUOPA) GMBH
/signature/ /signature/
/stamp/
OLYMPUS OPTICAL CO.
/illegible/
D - /illegible/ HAMBURG
Hamburg, 03/18/96
/stamp/
IAT Deutschland GmbH
Fahrenheitstra e 9
28359 Bremen
/tel and fax numbers/
- 3 -
