CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT
10.15
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.
AHA47
AMENDMENT
THREE
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 January 1, 2008,
between Agilent Technologies, Inc. (“Agilent”) and O.I. Corporation (“Reseller”)
is hereby amended as follows:
|
1.
|
The
term of the agreement is modified to be effective for twelve (12) month
period beginning January 1, 2010.
|
|
2.
|
Exhibit
E305 Version 10 LSCA Value Added Reseller Compensation Exhibit is hereby
deleted and replaced with the attached Exhibit E305 Version
10.
|
ALL
OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED VALUE
ADDED
RESELLER PROGRAM AGREEMENT REMAIN UNCHANGED AND IN FULL
FORCE
AND EFFECT.
|
AGREED
TO:
|
AGREED
TO:
|
||||
|
Representative:
|
O.I.
Corporation
|
Agilent::
|
Agilent
Technologies, Inc.
|
||
|
/s/
J. Xxxxx Xxxxxxxxx
|
/s/
Xxxx Xxxxx
|
||||
|
Authorized
Representative Signature
|
Authorized
Representative Signature
|
||||
|
Name:
|
J.
Xxxxx Xxxxxxxxx
|
Name:
|
Xxxx
Xxxxx
|
||
|
Title:
|
CEO/CFO
|
Title:
|
Contracts
Specialist
|
||
|
Date:
|
December
30, 2009
|
Date:
|
December
31, 2009
|
||
|
Address:
|
000
Xxxxxx Xxxx
|
Address:
|
0000
Xxxxxxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxxxxx, XX 00000
|
Xxxxxxxxxx,
XX 00000
|
||||
AHA47
|
LSCA
VALUE ADDED RESELLER COMPENSATION EXHIBIT
|
Exhibit
E305
|
|
DISCOUNT
SUMMARY TABLE
|
||||
|
COLUMN
I
|
COLUMN
II
|
COLUMN
III
|
COLUMN
IV
|
|
|
Volume Discount (Section
1)
|
[*]
|
[*]
|
[*]
|
[*]
|
|
Volume Performance Discount
(Section 2)
|
[*]
|
[*]
|
[*]
|
[*]
|
|
TOTAL
DISCOUNT PERCENTAGE
|
[*]
|
[*]
|
[*]
|
[*]
|
1.
VOLUME BASED DISCOUNT
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.
|
DISCOUNT
PERCENTAGE SCHEDULE
|
||||
|
WORLDWIDE
|
I
|
II
|
III
|
IV
|
|
US
DOLLAR NET
|
||||
|
100,000
-499,999
|
[*]
|
[*]
|
[*]
|
[*]
|
|
500,000
-999,999
|
[*]
|
[*]
|
[*]
|
[*]
|
|
1,000,000
-1,999,999
|
[*]
|
[*]
|
[*]
|
[*]
|
|
2,000,000
-3,999,999
|
[*]
|
[*]
|
[*]
|
[*]
|
|
6,500,000
-UP
|
[*]
|
[*]
|
[*]
|
[*]
|
PRODUCTS
SUBJECT TO DISCOUNT
Reseller is appointed for the following Products as defined by the
solutions in the business plan:
|
COLUMN
I
|
ALL
PRODUCTS FROM PRODUCT LINES
|
AA
Proprietary Supplies
58
Analytical Supplies
BC
LC Columns JW
GC
Columns
|
|
COLUMN
II
|
SELECTED
PRODUCTS FROM PRODUCT LINES
|
AZ*
Gas Chromatography systems and related Products CA* Emerging Markets
Measurement Solutions
BZ*
Gas Chromatography/Mass Spectroscopy Systems and Related
Products
|
|
COLUMN
III
|
SELECTED
PRODUCTS FROM PRODUCT LINES
|
29*
Liquid Chromatography and related Products
MA Spectroscopy
89*
LC Mass Spectrometers
LI
Laboratory Informatics
|
|
COLUMN
IV
|
PRODUCTS
FROM PRODUCT LINES
|
8P
Replacement Parts
|
Discounts
also include all ChemStations associated with these Products
Notwithstanding
the foregoing, Agilent reserves the right to determine which Products are
eligible for discount.
PL29
PRODUCTS NOT ELIGIBLE FOR DISCOUNT
|
G1411A
|
Oracle
Client License
|
|
G4240A
|
HPLC-Chip
MS Interface for use with Agilent
MS
|
2.
VOLUME PERFORMANCE DISCOUNT
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*
|
1st
Half – Agreement period
|
2nd
Half – Agreement period
|
Agreement
period – Annual Volume target
|
|
[*]
|
[*]
|
[*]
|
Reseller’s
initial agreement period is less than 12 months the volume estimate will be
prorated on the basis of 12 months.
[*] Denotes information for which
confidential treatment has been requested. Confidential portions
omitted have been filed separately with the Securities and Exchange
Commission.
AHA47
LSCA
VALUE ADDED RESELLER COMPENSATION EXHIBIT
3.
DEMO DISCOUNT
Products
purchased for demonstration and development purposes receive an additional
discount of [*] percent ([*]%), subject to Section 7 in R200L.
4.
WARRANTY
The
following warranty terms shall apply:
|
a)
|
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 user warranty period for Products begins ninety (90) days
after Reseller’s acceptance or the date the Product is received by the
end-user, whichever occurs first.
|
|
b)
|
Agilent
reserves the right to change the warranty. Such changes will affect only
new orders.
|
|
c)
|
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.
|
|
d)
|
End-users
must provide proof of purchase to be eligible for Agilent warranty
service.
|
WARRANTY
TO END USERS
|
a)
|
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.
|
|
b)
|
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.
|
|
c)
|
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).
|
|
d)
|
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.
|
[*] Denotes information for which
confidential treatment has been requested. Confidential portions
omitted have been filed separately with the Securities and Exchange
Commission.
