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EXHIBIT 10.15
AGREEMENT
THIS AGREEMENT is entered into as of the 1st day of September, 1999, by and
between RICOH CORPORATION, a corporation having its principal place of business
at Five Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX 00000 (hereinafter "RICOH"), and T/R
SYSTEMS, INC., a Georgia, U.S.A. corporation having its principal place of
business at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 (hereinafter "T/R").
RECITALS:
a. T/R has designed and developed, and currently assembles,
distributes and sells, a proprietary commercial printing
system known as the MICROPRESS(R) PressDirector(TM), Cluster
Server(TM), which includes MICROPRESS(R) Release 4.52.
b. T/R has proprietary skills, know-how, technology, inclusive of
trade secrets and other know-how, and patent rights applicable
to the product architecture, development, design, assembly,
manufacturing, connectivity, production and distribution of
the MICROPRESS(R) commercial printing system.
c. RICOH desires to license certain rights and properties from
T/R so as to permit RICOH to complete the connectivity of
MICROPRESS(R)commercial printing systems to Ricoh products,
and to purchase certain equipment from T/R to incorporate into
such products, with such products to be distributed and sold
by RICOH and either marked or identified with trademarks
owned, possessed or controlled by RICOH marked or identified
with trademarks of a party other than RICOH or for "private
label" distribution . This method of distribution shall
involve the assembly of Systems by T/R Systems.
d. RICOH desires for T/R to develop connectivity software and
hardware so as to permit RICOH print devices identified in
Schedule 1 to connect and be controlled by the MICROPRESS(R).
e. RICOH desires to resell the MICROPRESS(R), with connectivity
to the RICOH print devices in Schedule 1 in the Territory.
f. To accommodate the foregoing agreements, and to effect certain
other agreements and undertakings between T/R and RICOH, such
parties have entered into this Agreement.
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NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS.
1.1 "Confidential Information" means information of T/R or Ricoh
respectively, including, but not limited to, technical or
non-technical data, Know-how, trade secrets, skills and
processes, from which T/R or Ricoh derives economic value by
such information not being generally known to, and not being
readily ascertainable by proper means, by third parties, but
excluding any such information which (i) is publicly available
through no fault of the receiving party; (ii) is in the
receiving party's possession free of any obligation of
confidence to T/R at the time it was communicated to the
receiving party; (iii) is received independently from a third
party who is free to disclose such information; (iv) is
demonstrated to have been subsequently and independently
developed by the receiving party without the use of
confidential information of T/R; or (v) has been or will be
made public pursuant to a decree or order of any court of
competent jurisdiction.
1.2 "Customer" means any Person that acquires Systems from RICOH
for its own use or for sale, lease or other disposition.
1.3 "Deliverables" has the meaning set forth in Section 4 hereof.
1.4 "End User" means a Person that acquires a System directly from
RICOH or indirectly from a Customer of RICOH, and uses the
System for any purpose.
1.5 "Improvement" means any and all derivatives, improvements or
betterments of the Licensed Intellectual Property Rights made
by T/R or any other Person, including all intellectual
property rights pertaining thereto, including patent rights,
copyright rights, trade secrets, Know-how or similar rights
recognized under applicable law, and all technical
information, including, but not limited to computer
programming code, including object code and source code as
well as associated procedural code, microcode, firmware,
programmable array logic, algorithms, programs, routines,
subroutines, designs, plans, methods, processes, systems,
concepts, ideas, formulae, flow charts, descriptions,
schematics, lay-out drawings, assembly drawings, printed
circuit patterns, specifications, parts lists and inspection
and test procedures, experiments and inventions associated
therewith.
1.6 "Know-how" means knowledge, information, inventions (other
than those embodied in the Patent Rights), trade secrets and
systems used in the design, development, manufacture,
assembly, servicing or testing of the MICROPRESS(R) commercial
printing system.
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1.7 "License" means the license granted by T/R to RICOH pursuant
to this Agreement.
1.8 "Licensed Intellectual Property Rights" means the following
rights, knowledge, know-how and similar intellectual property
owned by T/R and used in the design, development, manufacture,
assembly, servicing or testing of the System or any portion
thereof.
(a) Patent Rights as defined below;
(b) Copyrights and applications therefor (including the
right to make derivative works);
(c) Trade secrets;
(d) Know-how and any other proprietary information; and
(e) All Improvements.
1.9 "RICOH Orders" has the meaning set forth in Section 7 hereof.
1.10 "Patent Rights" means all T/R patents (including applications
therefor) pertaining to the Territory, whether now or
hereafter issued, containing a claim or claims in whole or in
part covering the design, development, use or manufacture of
the System or any portion thereof, and all Improvements
thereto that become the subject of a patent application.
1.11 "Person" means any individual, partnership, joint venture,
corporation, trust, unincorporated organization, government,
governmental agency or any other entity, including, but not
limited to, Ricoh.
1.12 "Subsidiary" means a corporation or other entity of which more
than 50% of the shares of the outstanding stock (representing
the right to vote for the election of directors or other
managing authority) are now or hereafter owned or controlled,
directly or indirectly, by a party hereto, but such
corporation or other entity shall be deemed to be a Subsidiary
only so long as such ownership or control exists.
1.13 "System" means commercial printing systems to be assembled for
RICOH pursuant to the License and to incorporate the
Deliverables, all as more particularly described on Schedule 1
hereto, or as used herein as context may require, any portion
thereof.
1.14 "Technical Assistance" means the technical assistance to be
provided by T/R to RICOH as provided in Section 3 hereof.
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1.15 "Territory" shall mean the United States and Canada.
2. LICENSE.
2.1 Grant. Subject to the terms and conditions hereof, T/R hereby
grants to RICOH and RICOH hereby accepts from T/R a license
entitling RICOH during the term of this Agreement to use the
Licensed Intellectual Property Rights to complete the
connectivity of the Systems and to distribute, sell or lease
the Systems to Customers for use by End Users located in the
Territory.
2.2 No Sublicenses. This Agreement does not grant, license or
permit (either expressly or by implication) RICOH to transfer,
assign, sell, give, license, sub-license, or in any way permit
the use of the Licensed Intellectual Property Rights, by or to
any Person, other than (1) any of its Subsidiaries located in
the Territory for the sole purpose of connecting the hardware
and software supplied by T/R to the RICOH print devices, or
(ii) any other third party under RICOH's supervision solely
for such purpose. If RICOH becomes aware, or gains reasonable
suspicion, of the unauthorized use or exercise of the Licensed
intellectual Property Rights by any Person, then RICOH shall
forthwith notify T/R in writing and cooperate with T/R, and at
T/R's discretion, to xxxxx or terminate such unauthorized use
or actions.
2.3 No Other Licenses. No license or right is granted under this
Agreement by T/R to RICOH by implication, estoppel or
otherwise, except as expressly set forth in this Agreement,
and except as provided in Section 2.4 RICOH may not use the
corporate names, trademarks, trade names, service marks, or
logos of T/R without the prior written consent of T/R.
Notwithstanding anything else to the contrary, it is
understood and agreed by both parties that Ricoh will use the
T/R product brand name MicroPress(R) in combination with the
Ricoh brands and execution of this Agreement by T/R shall
constitute T/R's consent thereto. Any use of T/R Systems brand
names requires adherence to T/R Systems brand guidelines.
2.4 Labeling; Use of MicroPress(R) Trademark. RICOH shall apply to
the Systems manufactured for sale by or for RICOH to Customers
a statement reasonably located and sized, identifying the fact
that the Systems are provided under license from T/R and, as
applicable, are subject to patents or patents pending, and
which shall identify by number any issued patents which are
part of the Patent Rights. Such statement, and its proposed
location and size, shall be submitted to T/R by RICOH in
advance of its use for pre-approval by T/R, which approval may
not be unreasonably withheld. Furthermore, during the term
hereof, RICOH may use the trademark MicroPress(R) and T/R
hereby grants a non-exclusive license to RICOH for such
purpose, to expire upon termination or expiration of this
Agreement. All usage of such trademark, including any display
thereof and the artwork
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comprising same, and location and size, thereof must be
approved in advance by T/R. This trademark may only be used on
products assembled with the Deliverables purchased and
licensed hereunder and for promotion and advertising therefore
in the Territory.
2.5 Limitation on Use. RICOH shall not use the Patent Rights, the
Know-how, the Licensed Intellectual Property Rights or any
other T/R technology, for any purpose or purposes other than
those expressly permitted under the License.
3. TECHNICAL ASSISTANCE. To effectuate the purposes of this Agreement,
upon the reasonable request by RICOH and subject to the terms and
conditions of the License, T/R, employing the Licensed Intellectual
Property Rights, shall consult with RICOH with respect to (i) the
design and operation of the Systems, inclusive of the selection and
design of print engine therefor; (ii) RICOH's connectivity for the
Systems; (iii) RICOH's initiation of distribution process for the
Systems; (iv) RICOH's marketing plans and operations only as to T/R's
products; (v) RICOH's current and future device connectivity to the
System; and (vi) similar matters recited thereto. Each of T/R and RICOH
will appoint and assign a lead technical liaison to interact and
support the technical interface between T/R and RICOH. T/R and Ricoh
will meet quarterly to review the business activity as to sales and
marketing plans, service plans and future product plans.
4. DELIVERABLES. For each System, T/R shall deliver, in accordance with
license/purchase orders made by RICOH ("RICOH Orders"), from time to
time and subject to availability, the following items constituting
servers, software, and related technology and communications hardware
(and which items are deemed herein as the "Deliverables"):
(a) Servers, technology and software Packages, which shall include
for each System a server and the software in executable code
and other technology, employing the Licensed Intellectual
Property Rights, and providing the software and related
technology principally required for operation of the Systems
to be distributed by RICOH pursuant to this Agreement; and
(b) PrintLinks communication hardware used in and constituting a
part of the Systems consisting of boards including print
adapters and host adapters.
The Deliverables shall include, as appropriate, certain documentation
related thereto prepared by or for T/R. The Deliverables shall be
delivered F.O.B. T/R's Norcross, Georgia, U.S.A. facility. All risk of
loss shall be conveyed and passed to RICOH upon delivery of the
Deliverables at T/R's facility to RICOH or its carrier or other agent.
To the extent any of the Deliverables includes Licensed Intellectual
Property Rights, including without limitation, software, codes,
Know-how, Patent Rights, Licensed Intellectual Property Rights and
other such rights, no title will pass to RICOH but rather such property
will be deemed licensed pursuant to the License. Title will pass to
RICOH as to
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server, other hardware, media and other items included within the
Deliverables which do not constitute nor comprise Licensed Intellectual
Property Rights.
5. FEES AND PRICES.
5.1 Technology Access Fee. In exchange for T/R's agreement and
granting of the License in respect of the Licensed
Intellectual Property Rights, and in part for T/R's agreement
to provide the Technical Assistance pursuant to Section 3
hereof, RICOH shall pay T/R the non-refundable technology
access fees identified in Schedule 1 payable upon execution
and deliver of this Agreement. These fees are for United
States English version of the product. Additional languages
are available at a language conversion fee identified in
Schedule 1 per language conversion provided by T/R.
5.2 License Fees and Equipment Purchase Price. For each
Deliverable, the license fees or equipment purchase price
amounts, as the case may be, are detailed in Schedule 2 (the
"Price List"). Price List is subject to change from time to
time by T/R. Any change in the Price List will be effective as
to RICOH Orders received after * (*) days of the issuance of
such revised price list.
5.3 Consulting, Training Compensation. As compensation for the
consulting and training required to be provided in addition to
Technical Assistance pursuant to Section 3 hereof, RICOH shall
compensate T/R at * as in effect from time to time for
consulting, and at * as in effect from time to time for
training. In addition, RICOH shall reimburse T/R's travel and
living expenses incurred in connection with such consulting
and training. T/R's standard per diem rates are subject to
change from time to time by T/R. T/R's per diem rates are
specified in Schedule 3. T/R will provide three training
sessions, one for Ricoh sales, service and technical trainers,
respectively, each at no charge.
6. PAYMENTS. Payments for technology access fees pursuant to Section 5.1,
for license fees and equipment purchase price amounts in respect of the
Deliverables pursuant to Section 5.2, for consulting and training
pursuant to Section 5.3 and for maintenance pursuant to Section 9 shall
be due and payable by RICOH * (*) days from the date of invoice issued
therefor by T/R. Unless otherwise agreed by T/R in writing, all
payments by RICOH shall be remitted in immediately available U.S.
Dollars by wire transfer per T/R's instructions, and confirmation of
each payment shall be made by RICOH to T/R by facsimile or telegraphic
means to T/R's principal place of business. A late payment charge of
one and one-half percent (1.5%) per month shall be charged upon unpaid
balances due for more than * (*) days. All pricing and fees under this
Agreement are exclusive of taxes. Except for taxes based on T/R's net
income, RICOH shall pay any national, federal, state, county, local or
other governmental taxes, fees or duties now or hereafter imposed on
the licensing, export, use or possession of the Licensed Intellectual
Property Rights
*Confidential information has been omitted and filed separately with the
Commission.
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and the Deliverables or any other transaction contemplated by this
Agreement, as well as any penalties or interest thereon.
Notwithstanding anything in this Agreement to the contrary, if, under
any applicable law, RICOH is required to withhold tax or any other
amount from any payment to T/R, the amount due to T/R shall be
increased to the amount T/R would have received if no withholding had
been required.
7. RICOH ORDERS. RICOH shall submit written orders to T/R for Deliverables
("RICOH Orders"). All RICOH orders shall specify: (a) the quantities
and descriptions of the Products; and (b) requested delivery dates and
shipping instructions. RICOH Orders shall be placed 30 days in advance
of the quarter for which the product is required. Calendar quarters
start on January 1, April 1, July 1 and October 1. Quarterly order
quantities shall specify order quantities by month with the first
month's order quantity being a firm order amount. Months two and three
order quantities for the quarterly order will be firm order quantities
upon issue of the quarterly Ricoh order. The terms and conditions of
this Agreement shall apply to all RICOH Orders submitted to T/R and
supersede any different or additional terms contained on RICOH's
Orders. RICOH Orders are solely for the purpose of requesting delivery
dates and quantities. All orders are subject to acceptance by T/R. T/R
shall use reasonable efforts to provide for delivery of accepted RICOH
Orders but shall not be liable to RICOH or any third party for any
delay, error or failure in filling any such orders. T/R may allocate
among its customers and for its own use or sale available Deliverables,
as deemed equitable by T/R in its reasonable discretion. Separately, a
non-binding Ricoh forecast shall be provided 120 days in advance of the
quarter for which the product is required.
8. PURCHASES. During the term of this Agreement, RICOH agrees to license
and/or purchase as the case may be Deliverables for Systems in
quantities and amounts as specified in Schedule 4 during the initial
term of this Agreement.
9. MAINTENANCE. T/R shall provide RICOH (not RICOH Customers or End Users)
with software updates, major software releases and telephone support
for a annual maintenance charge per system. A maintenance charge at an
annual rate of * percent (*%) is due and payable quarterly as
attested below in respect of system purchases (including equipment
purchases and license fees). The maintenance charge is payable on the
15th day of January, April, July and October in respect of the calendar
quarter ending December 31, March 31, June 30 and September 30,
respectively, and such quarterly payment shall equal * percent (*%)
of the license fees and equipment purchase price amounts paid or
payable in respect of Deliverables ordered during such calendar quarter
and the same calendar quarter of each of the previous two years of this
Agreement.
*Confidential information has been omitted and filed separately with the
Commission.
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10. OWNERSHIP AND PROPRIETARY RIGHTS.
10.1 Ownership. T/R represents that it has all rights in and to
copyrights, trade secrets, patent fights and other
intellectual property fights associated with the Licensed
Intellectual Property Rights and the Deliverables as are
necessary to license the Licensed Intellectual Property Rights
and license and/or sell the Deliverables, as the case may be,
under and pursuant to this Agreement.
10.2 Proprietary Rights. Each party acknowledges that the
Confidential Information of the other constitutes valuable
trade secrets and confidential information. Ownership of all
applicable copyrights, trade secrets, patents and other
intellectual property rights in the Licensed Intellectual
Property Rights and the Deliverables shall remain vested in
the respective owners. Title to all Licensed Intellectual
Property Rights shall remain with T/R. Neither party shall use
or disclose the Confidential Information of the other, except
as expressly permitted by this Agreement. RICOH shall not
remove T/R's copyright notices, restricted rights legends or
any other notices from the Deliverables and such notices shall
appear on all tapes, diskettes and other tangible media
distributed by RICOH containing the Licensed Intellectual
Property Rights or constituting the Deliverables.
10.3 Unauthorized Use or Copying. Except as expressly permitted
hereunder, RICOH shall not copy, modify or reproduce the
Deliverables in any way, nor shall it permit third parties to
do so. RICOH shall fully cooperate with T/R in any action
relating to enforcement of T/R's proprietary fights.
10.4 End User License. RICOH shall only distribute the Deliverables
to Customers for Customer's own use or for delivery to End
Users. RICOH shall only distribute the Deliverables after
obtaining the written assent of the Customer to cause all End
Users to agree, as to the software and other proprietary
technology included in the Deliverables, to the terms of a
standard T/R Software License, a form of which shall be
supplied to RICOH by T/R. RICOH shall make no representations
or warranties on behalf of T/R. RICOH shall make no
representations to Customers or End Users or other third
parties regarding the Deliverables except as set forth in the
applicable documentation therefor provided by T/R. RICOH will
be responsible for all conversions, translations and
localizations necessary for use of the Deliverables by End
Users in the various countries included within the Territory.
T/R will provide translation services on a per language basis
at fees specified in Schedule 1. Translated versions will be
delivered after the American English version in accordance
with a jointly agreed schedule.
10.5 Third Party Software. To the extent the software included
within the Deliverables constitutes software or other
technology rights owned by a third party and licensed to T/R,
such software, and its sublicense to RICOH by T/R hereunder,
is subject
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to all terms and conditions, including where required,
approval rights, of such third party license agreements.
10.6 Security. The software included within the Deliverables will
be protected by a security mechanism known as a "dongle."
RICOH may copy the software for distribution with T/R
supplying the "dongle" for the software for each System. RICOH
will ensure that such security mechanisms remain intact and
that such software remains secure from unauthorized copying,
reverse engineering and reverse compiling and unauthorized
distribution. RICOH will use its best efforts to ensure that
its Customers adhere to such security mechanisms.
10.7 Indemnification. RICOH agrees to indemnify and hold harmless
T/R from and against any claim, injury, loss or expense,
including attorneys' fees, arising out of (a) the failure of
RICOH to comply with the provisions of Section 10, (b) any
misrepresentations of RICOH in connection with T/R or the
Deliverables or (c) any other wrongful conduct of RICOH or
its agents.
11. WARRANTY.
11.1 Limited Warranty. For * after delivering Deliverables to RICOH
T/R warrants that equipment and media constituting the
Deliverables shall be of good quality and workmanship. Upon
written notice from RICOH of defective media or equipment as
to any Deliverable, T/R shall use reasonable efforts to
promptly provide replacement equipment or media.
11.2 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY
PROVIDED ABOVE IN SECTIONS 11.1, THE DELIVERABLES ARE
PROVIDED, AND THE GRANT OF LICENSE AS TO THE LICENSED
INTELLECTUAL PROPERTY RIGHTS IS MADE, "AS IS." T/R
SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS TO ANY
TERMS OR SERVICES PROVIDED UNDER THIS AGREEMENT.
11.3 Damage Limitations. IN NO EVENT SHALL T/R BE LIABLE FOR ANY
LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT
NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER
INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT INCLUDING, WITHOUT
LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN
THE DELIVERABLES OR NON-DELIVERY, EVEN IF T/R HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE
MAXIMUM LIABILITY SET FORTH HEREIN, IN NO EVENT SHALL T/R's
*Confidential information has been omitted and filed separately with the
Commission.
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LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED
THE AMOUNT PAID TO T/R BY RICOH UNDER THIS AGREEMENT WITHIN
THE * PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CLAIM.
NO CLAIM MAY BE BROUGHT BY RICOH UNDER THIS AGREEMENT MORE
THAN * AFTER ACCRUAL OF SUCH CLAIM.
12. SUPPLY AGREEMENT. Subsequent to the execution and delivery of this
Agreement, RICOH agrees to supply to T/R two of the print devices for
use in development of the connectivity within 14 days of the date of
execution of this agreement and an additional ten of the print devices
within fourteen days of request by T/R for testing and training
requirements for the connectivity. These print devices will be provided
at no charge to T/R. A similar quantity will be provided at no charge
to T/R for each different print device RICOH request T/R to develop
connectivity. Ricoh will also provide the Video Interface, technical
documentation and reasonable technical support to T/R for development
of the connectivity to the devices specified in Schedule 1.
13. TERM AND TERMINATION.
13.1 Expiration. This Agreement shall commence on the date set
forth above and shall continue for an initial term of *.
Thereafter, this Agreement shall be renewed for additional
terms only upon mutual written consent of the parties. It is
the intention, but not the obligation, of both parties to
subsequently enter into Phase II of this transaction which
will involve a separate and distinct OEM Distribution
Agreement where Ricoh will include T/R in their High Volume
Product Strategy.
13.2 Mutual Termination Right. This Agreement may he terminated
by either party under any of the following conditions:
(a) if one of the parties shall be declared insolvent
or bankrupt;
(b) if a petition is filed in any court and not dismissed
in ninety (90) days to declare one of the parties
bankrupt or for a reorganization under the Bankruptcy
Law or any similar statute;
(c) if a trustee in Bankruptcy or a receiver or similar
entity is appointed for one of the parties;
13.3 T/R Termination. This Agreement may be terminated by T/R:
(a) if RICOH does not pay T/R within sixty (60) days
from receipt of a T/R invoice; or
*Confidential information has been omitted and filed separately with the
Commission.
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(b) if RICOH commits a material breach of this Agreement
which is not cured by RICOH within thirty (30) days
after written notice of such breach is given by T/R.
13.4 RICOH Termination. This Agreement may be terminated by RICOH
upon a material breach by T/R which is not cured by T/R within
thirty (30) days after written notice of such breach is given
by RICOH.
13.5 Duties Upon Termination. Upon termination, RICOH shall return
all Deliverables, as well as all copies of other Confidential
Information, promotional materials, marketing literature,
written information and reports pertaining to the Deliverables
that have been supplied by T/R. The following provisions of
this Agreement shall survive its termination: Sections 5, 6,10
and 15. In the event that RICOH has any paid-up inventory of
the Deliverables as of the date of termination under Section
13.2 or 13.3, termination of this Agreement shall be adjourned
for a period not to exceed three (3) months, during which
period RICOH may continue to market and distribute its
inventories of the Deliverables. During such three (3) month
period, RICOH shall have no right to order or receive any
additional copies of the Deliverables.
14. INDEMNIFICATION.
14.1 Intellectual Property. T/R shall, at its expense, defend any
claim against RICOH that use of the Deliverables infringes a
copyright, trade secret or patent right of any third party.
T/R shall pay any direct costs and damages attributable to
such claim finally awarded by a court against RICOH on such
claim. T/R shall have no liability for any such claim if RICOH
is in material breach of this Agreement, or if the claim is
based on use of or anything other than an unaltered release of
the Deliverables available from T/R, alone and not in
combination with any other software, data or hardware, if such
infringement would have been avoided by the use of a unaltered
release of the Deliverables available from T/R.
14.2 Cooperation by RICOH. For all instances involving
Section 14.1:
(a) T/R shall be notified promptly of the suit or claim
by RICOH and furnished by RICOH with a copy of each
communication, notice or other action relating to
said claim;
(b) T/R shall have the right to assume sole authority to
conduct the trial or settlement of such claim or any
negotiations related thereto at T/R's expense; and
(c) RICOH shall provide reasonable information and
assistance requested by T/R in connection with such
claim or suit.
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15. GENERAL.
15.1 Force Majeure. Except for Ricoh's obligation to make payment
for amounts presently due T/R, neither party shall be liable
for any delay or failure in performance under this Agreement
resulting directly or indirectly from acts of God, or any
causes beyond its reasonable control.
15.2 Jurisdiction and Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of New
Jersey, U.S.A., without reference to its conflicts of laws
provisions.
15.3 Entire Agreement. This Agreement, including the Schedules and
Exhibits attached hereto, constitutes the entire agreement
between the parties with respect to this subject matter and
supersedes all previous proposals, both oral and written,
negotiations, representations, writings and all other
communications between the parties. This Agreement may not be
released, discharged, or modified except by an instrument in
writing signed by both parties.
15.4 Independent Contractors. It is expressly agreed that RICOH and
T/R are acting hereunder as independent contractors. Under no
circumstances shall any of the employees of one party be
deemed the employees of the other for any purpose.
15.5 Notice. Any notice required to be given by either party to the
other shall be deemed given if in writing and actually
delivered or if deposited in the United States mail in
registered or certified form with return receipt requested,
postage paid, addressed to the notified party at the address
set forth herein. Notice will be deemed received immediately,
upon delivery, if delivered in person or four (4) days after
being deposited in the U.S. mail.
15.6 Assignment. This Agreement is not assignable by either party,
except if assigned to one of their respective subsidiaries.
15.7 Severability. If any provision of this Agreement is determined
by a court of competent jurisdiction to be invalid or
unenforceable, such determination shall not affect the
validity or enforceability of any part or provision of this
Agreement.
15.8 Waiver. No waiver by any party hereto of any breach of any
provisions hereof shall constitute a waiver of any other term
of this Agreement unless made in writing signed by such party.
15.9 Other Distribution. Nothing in this Agreement shall be
deemed to preclude T/R from distributing or licensing
Deliverables and the Licensed Intellectual Property
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Rights, as it deems appropriate, or from appointing others to do so,
in or outside of the Territory.
16. INTERNATIONAL MATTERS.
16.1 Export License. RICOH shall be exclusively responsible for the
procurement and renewing of all export or import licenses
required under United States or any foreign law for the export
or import of the Deliverables or the value added products and
shall pay all costs and other expenses in connection with such
procurement and renewal.
16.2 Export Assurance. Regardless of any disclosure made by RICOH
to T/R of any ultimate destination of a Deliverable or any
System assembled using same, RICOH shall not export or
re-export directly or indirectly the Deliverable or any System
assembled using same, without first obtaining the required
written approval or export license, if any, to do so from the
United States Department of Commerce or any other agency of
the U.S. Government having jurisdiction over such transaction.
RICOH hereby assures T/R that it does not intend to nor will
it knowingly, without the prior written consent, if required,
of the Office of Export Administration of the U.S. Department
of Commerce, transmit or ship the Deliverable or any System
assembled using same, directly or indirectly, to any country
as to which such export is made unlawful as provided in laws
or by regulations issued by the U.S. Department of Commerce,
or other such regulations as may be adopted from time to time.
16.3 Compliance With Local Laws. RICOH shall be exclusively
responsible at its own expense for compliance with all local
laws relating to a Deliverable or any System assembled using
same, in the countries in which RICOH licenses or markets
same.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a duly
authorized representative as of the date set forth above.
T/R SYSTEMS, INC. RICOH CORPORATION
BY: /s/ XXXX XXXXXXXXX BY: /s/
-------------------------------- ----------------------------
TITLE: PRESIDENT / CEO TITLE: CHAIRMAN / CEO
----------------------------- -------------------------
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Schedule 1
Fees
Print Device Connectivity
Device Technology Access Fee
------ ---------------------
Ricoh Aficio 650 and/or Successor Product "M Series" $ *
* *
* *
--------
Net Technology Access Fee Payable To T/R $ *
Notes:
1. Changes in project scope must be provided by project change request and
accepted by T/R and Ricoh.
2. Ricoh represents that the video interface and connectivity requirements
for the Successor Product "M Series" are substantially equivalent to
the Aficio 650 therefore requiring minimal changes from the Aficio 650
connectivity development project.
Fees
Additional Print Device Connectivity
* to include MicroPress ClusterServers, PrintLinks and Software Packages for
each Print Device connectivity project.
Black & White Digital Printer/Copier $ * US
Color Printer/Copier $ * US
Color Printer/Copier Tandem Design $ * US
Fees
Language Translation and Conversion
Each Language Translation and Conversion: $ * per language
Note: Language Translation includes standard MICROPRESS hardcopy documentation
and MICROPRESS language conversion includes screen files and online help files.
* Confidential information has been omitted and filed separately with the
Commission.
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Schedule 2
Ricoh Price List
Product Model Code Ricoh Price
MicroPress ClusterServer 400 MPCS400 $ *
SatellitePress ClusterServer 400 SATCS400 $ *
ClusterServer Console CSCCNSL $ *
MultiRip Server 400 MULTIRIPCS400 $ *
MultiRIP (Software Only) MULTIRIP $ *
ClusterServer Console CSCONSL $ *
Document Processing Package (includes MERGE, IMAGEMAP, IMPOS, DOCPROC $ *
PAGENUM and FORMS)
Web Enable Package (Includes PSM-PDF, MICROTICKET and WEBEN $ *
PAGEANNO)
DocumentMerge MERGE $ *
Image Manipulation IMAGEMAP $ *
Imposition IMPCS $ *
Job Scripting SCRIPT $ *
Numbering PAGENUM $ *
Page Annotation PAGEANNO $ *
Variable Forms FORMS $ *
Micro TIFF MICROTIFF $ *
PSM to PDF PSM-PDF $ *
PSM to TIFF PSM-TIFF $ *
MicroTicket MICROTICKET $ *
2-Output Device Support ODS2 $ *
PrintLink 650 TBD $ *
Output Enable 650 TBD $ *
Upgrade to Dual 400 UP2NDPROC $ *
9 GB Hard Drive Upgrade UP9GHD $ *
Upgrade to 512MB 512UP266/400 $ *
* Confidential information has been omitted and filed separately with the
Commission.
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Schedule 3
T/R Systems Consulting and Training Rates
Effective February 1, 1999
Daily Rates
-----------------------------------------------
Trainer (On-site) $ *
Engineer $ *
Senior Engineer $ *
Managing Engineer $ *
Executive Engineer $ *
Notes: Does not include travel and living expenses.
* Confidential information has been omitted and filed separately with the
Commission.
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Schedule 4
Purchase and Launch Commitments
1. Ricoh agrees to purchase $ * in deliverables for the initial
purchase under this agreement. The initial purchase will be issued by
September 15, 1999 with a delivery date of 10 days from availability of
deliverables planned for November, 1999.
2. Ricoh agrees to the following with regard to the launch of the product
in the Ricoh Sales Channels during the initial term (Phase 1) of this
agreement.
o Product Launch investments and activities will be equivalent
to a typical Ricoh launch for other similar classes of Ricoh
digital products.
o Marketing collateral will be developed and available at launch
for the deliverables equivalent to other similar classes of
Ricoh digital products.
o Advertising and promotions equivalent to other similar classes
of Ricoh digital products.
o Compensation programs for Ricoh Sales and Sales Management
equivalent to or better than other similar classes of Ricoh
digital products.
o Sales, Service and Training programs equivalent to other
similar classes of Ricoh digital products.
3. Purchase quantities for additional terms of this agreement will be
mutually agreed in accordance with Section 8.
* Confidential information has been omitted and filed separately with the
Commission.
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