EXHIBIT 10.3
CONSULTING CONTRACT
THIS AGREEMENT MADE AS OF July 1, 1996
BETWEEN ALCOHOL SENSORS INTERNATIONAL,
LTD., a New York Corporation
having a place of business at 00
Xxxx Xxxxx, Xxxxxxxx, XX 00000,
hereinafter referred to as "ASI",
AND DIGITAL VEHICLE SECURITY SYSTEMS, INC. and XXXXXXX XXXXXXXXX,
both jointly and severally, having a place of business at Xxxx
0X, Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxx
00X0 0XX, Xxxxxx Xxxxxxx, hereinafter referred to as
"CONSULTANT" .
WHEREAS; ASI is engaged in the manufacture, distribution and sale of
testing and sensing equipment and other electronic products, and
WHEREAS; CONSULTANT represents and warrants that he has the requisite
skills, experience and training to complete the tasks outlined in Addendum A,
attached hereto and under this Agreement, and
WHEREAS; ASI is desirous of engaging CONSULTANT as an independent
contractor for the purposes of researching and developing the technology
described in Addendum A attached hereto, then
IN CONSIDERATION, of mutual promises between the parties it is agreed
that:
WITNESSETH THAT:
I. SCOPE OF WORK
Subject to the terms and conditions hereinafter provided, ASI engages
the CONSULTANT for furnishing of services specifically described in
Addendum A, "Statement of Work", for CONSULTANT, which is hereby
incorporated by reference, and for such other tasks as may be
reasonably required by ASI from time to time.
II. TERM
The services provided for under this Agreement shall commence on July
1, 1996, and shall continue for six (6) months or until ASI terminates
it with 10 days written notice to CONSULTANT. Termination of this
Agreement may be accomplished without penalty to either party unless
termination was for cause, gross misconduct or material breach.
III. CONSIDERATION AND PAYMENT
As consideration for such services and for assigning the rights in
invention(s), design(s), patent(s), trademark(s), and copyright(s)
without limitation or qualification as hereinafter provided, ASI agrees
to pay CONSULTANT one hundred ($100.00) dollars per month, providing
CONSULTANT substantial control over production of product he intends to
sell and payment of pre-approved out-of-pocket expenses, including
reasonable accommodations while in the United States on business for
the benefit of ASI, economy airfare, and other valuable consideration
including assisting in the development of a product(s) that CONSULTANT
agrees to sell pursuant to a distribution agreement executed between
the parties hereto.
ASI agrees to pay said invoices within ten (10) days of receipt or
within a reasonable time thereafter for services rendered and travel
performed on behalf of ASI and other pre-approved expenses. Invoices
shall be sent by the CONSULTANT to Xxxxxxx Xxxxxxxxx. The CONSULTANT
shall provide itemized invoices showing the amount applicable to each
project in accordance with the Statement of Work or other agreed work.
20
IV. EXPENDITURE LIMITATION
All expenses for outside services must be pre-approved in writing by
ASI before they are incurred.
V. DIRECTION
The CONSULTANT shall report to and be responsible for his performance
and receive his direction from Xxxxxx Xxxxxxx or his designee.
VI. GENERAL CONDITIONS
The GENERAL CONDITIONS, set forth below, are hereby incorporated as a
material part of this Agreement:
GENERAL CONDITIONS
1.) CONFIDENTIAL MATTERS
The CONSULTANT shall keep in strictest confidence all information
relating to this Agreement which may be acquired in connection with or
as a result of this Agreement. During the term of this Agreement and
for a period of not less than three (3) years thereafter, without prior
written consent of ASI the CONSULTANT shall not publicly communicate,
divulge, disclose, or use any of such information which has been
designated as ASI proprietary property or which from the surrounding
circumstances in good conscience ought to be treated as propriety
information or property of ASI.
Proprietary information does not include information which is in the
public domain through no breach of this Agreement by CONSULTANT or
which CONSULTANT has obtained from a third party through no breach of
this Agreement. Upon termination or expiration of this Agreement or
upon demand by ASI, CONSULTANT shall immediately deliver any and all
records, data, information and other documents and all copies thereof
to ASI at its offices at the time of such delivery and such shall
remain the property of ASI. Additionally, the parties agree not to
divulge to anyone the nature of their relationship as provided for
herein. This provision shall survive any termination or expiration of
this Agreement for a period of three (3) years.
Notwithstanding the above, the CONSULTANT agrees under no circumstances
whatsoever to develop or attempt to develop any device described in
Addendum A, "the device", or any manifestation thereof in whole or in
part for any other party or entity other than ASI or its authorized
assigns or successors interest for a period of not less than five (5)
years.
2.) INDEPENDENT CONTRACTORS AND EMPLOYMENT OF CONSULTANT
The CONSULTANT shall not utilize any entities, persons or employees on
the work to be performed hereunder unless said entities, persons or
employees have executed a contract agreeing to be bound by the terms in
provisions 1, 8, 9 and 10 of the GENERAL CONDITIONS herein. The
CONSULTANT may utilize its own Confidentiality Agreement used to
protect its own business secrets and confidential information, and
CONSULTANT shall provide a copy upon execution of this Agreement for
ASI's review and approval.
3.) ASSIGNMENT
This Agreement is for PERSONAL SERVICES and shall not be transferred,
assigned, or delegated by the CONSULTANT without prior written consent
of ASI. Any unauthorized attempted transfer, assignment or delegation
shall be null and void and shall immediately terminate this Agreement.
However, the provisions relevant to confidentiality, non-competition
and/or conflict of interest shall survive the termination or expiration
of this Agreement.
21
4.) CONFLICT OF INTEREST
The CONSULTANT shall not for a period of three (3) years from the date
of termination or expiration of this Agreement act as sales agent,
engineer, or in a liaison capacity as an officer, employee, agent, or
representative of any ASI suppliers or prospective supplier
(specifically exempting those CONSULTANT can verify it is already
working with at the time of the Execution of this Agreement), nor serve
in any of the foregoing capacities for any of ASI's competitors without
the prior written approval of ASI. The CONSULTANT hereby warrants that
there is no conflict of interest in CONSULTANT's full time or other
employment or avocation, if any, or other consulting contracts, if any,
with the activities to be performed hereunder and CONSULTANT shall
advise ASI if a conflict of interest arises in the future. If
applicable, the CONSULTANT certifies that the services to be performed
under this Agreement shall not, to the best of his knowledge, result in
a conflict of interest prohibited by United States government laws or
regulations or those pertaining or applicable under the articles if the
UN Convention and International Law.
5.) GENERAL RELATIONSHIP
In all matters to this Agreement the CONSULTANT shall be acting as an
independent contractor. Neither the CONSULTANT nor employees of the
CONSULTANT, if any, are employees of ASI under the meaning or
application of any Federal or State Unemployment or Insurance Laws or
Xxxxxxx Compensation Laws or otherwise. The CONSULTANT shall assume all
liabilities or obligations imposed by one or more of such laws with
respect to employees, partners or agents of the CONSULTANT, if any, in
the performance of the Agreement. Notwithstanding the above, while the
CONSULTANT or its agents are on the premises of ASI while on the
business of ASI, the CONSULTANT shall assume responsibility for injury
only; to the CONSULTANT or its authorized agents, to a maximum
liability exposure of $50,000 (USD) in the aggregate, and only after
any and all contributions are made from applicable and available
insurance and other coverages and other collateral sources the
CONSULTANT may have to protect itself and its agents and employees in
the event of injury.
The CONSULTANT shall not have any authority to assume or create any
obligation, express or implied, on behalf of ASI and the CONSULTANT
shall have no authority to represent himself as an agent, employee, or
in any other capacity of ASI not specifically authorized under this
Agreement. The parties further agree that they are not partners and are
not engaged in a joint enterprise or joint venture.
6.) NON-ASSERTION OF RIGHTS
During and after the term of this Agreement, CONSULTANT shall not
assert or permit any other party to assert against ASI, its
subsidiaries, vendors, and customers both, mediate and immediate, any
patent or other rights with respect to which CONSULTANT has the right
to assert or license at the termination or expiration of this Agreement
because of the practice of any process or the manufacture, use, or sale
of any product arising out of the subject matter of this Agreement.
7.) REPORTS
The CONSULTANT, as directed by the competent authority during the term
of this Agreement, shall provide written reports indicating progress
made or lack thereof including but not limited to delays in estimated
timetables with respect to the services rendered hereinunder and
forward same to the competent authority immediately.
8.) STRICT LOYALTY
The CONSULTANT and its employees, partners or agents agree to make
their best efforts to scrupulously avoid any and all circumstances and
actions, deliberate and otherwise, which would place CONSULTANT in a
position of divided loyalty with respect to the obligations undertaken
under this Agreement.
9.) SAFETY AND SECURITY REGULATIONS
CONSULTANT shall comply with all applicable ASI security regulations.
If the CONSULTANT renders services at ASI's facility, CONSULTANT shall
not remove any property or information, proprietary or otherwise,
therefrom. The CONSULTANT, partners and agents or employees shall
comply with any and all safety regulations, whether at the facilities
of ASI or elsewhere.
22
10.) INVENTIONS, PATENTS, TRADEMARKS, AND COPYRIGHTS
A) The CONSULTANT hereby assigns to ASI the worldwide right, title and
interest in and to each and every idea, invention and improvement,
patentable or otherwise, which has been or may be conceived or
developed by the CONSULTANT with respect to any substance or
compound detection technology and other business or businesses,
("other business"), ASI may be engaged in from time to time
PROVIDED THAT, CONSULTANT is not already actively engaged in such
other business, including but not limited to those projects
contemplated by or under this Agreement and pursuant to or as a
result of this Agreement or its relationship to ASI during the
performance of this Agreement or with the use of information,
materials or facilities of ASI during the period in which
CONSULTANT is retained by ASI or its successor in business or
interest under this Agreement or any extension or renewals thereof
without additional consideration except for that specifically
provided for herein. CONSULTANT further agrees to promptly execute
such additional documents as may be requested by ASI to further
document, acknowledge or record any assignment herein, such
documents to be prepared at the cost of ASI; and
B) The CONSULTANT agrees to promptly disclose to ASI all work(s),
and/or writing(s), as provided in article A) above made, conceived,
or reduced to practice or authored by the CONSULTANT, CONSULTANT's
employees, agents, and partners or successors in interest in the
course of the performance of this Agreement; and
C) The CONSULTANT shall sign, execute, and acknowledge or cause to be
signed, executed and acknowledged without cost, any and all
documents and to perform such acts as may be necessary, useful or
convenient for the purpose of securing ASI or its nominees or
successor in interest, patent, trademark, or copyright protections
throughout the world, upon all such work in the Statement of Work
or other work, as may be mutually agreed including without
limitation all work(s), writing(s), formula(s), design(s),
drawing(s), inventions et al., without limitation whether
patentable or otherwise, title to which ASI may acquire in
accordance with the provisions of this clause and article A) above;
and
D) The CONSULTANT has acquired or shall acquire from each of its
employees, partners, or agents, rights to any and all work(s),
writing(s), formula(s), design(s), invention(s), et al., and
pursuant to article A) above without limitation made by such
employees within the scope of the services under this Agreement and
to the best of the ability of the CONSULTANT to obtain the
cooperation of such employees to secure to ASI or its nominee or
successor in interest the rights to such work(s), writing(s),
drawing(s), design(s), invention(s), et al., without limitation as
ASI may acquire in accordance with this clause and the terms and
conditions of this Agreement. Further, ASI and CONSULTANT shall
each keep any Confidential Information it receives from the other
in confidence in accordance with the terms set forth.
The recipient of Confidential Information shall only use it for the
purposes of performing its obligations under this Agreement. For a
period of ten (10) years from the date this Agreement terminates,
neither party shall disclose any Source Code belonging to the
other, and for a period of three (3) years from the date this
Agreement terminates, neither party will disclose any Confidential
Information other than the Source Code it receives from the other
to any other person, firm, or corporation, or use the Confidential
Information for its own benefit except as provided in this
Agreement.
Each recipient of Confidential Information shall use reasonable
care to prevent use or disclosure of the Confidential Information,
and no less stringent degree of care to avoid disclosure or use of
such Confidential Information than it employs with respect to its
own Confidential Information which it does not wish to be
disseminated, published or disclosed.
ASI shall have the right to escrow, license, or otherwise
distribute copies of the Confidential Information including any
Source Code for any licensed Software subject to ASI's then
applicable policies.
Confidential Information shall not include any Information which:
o is not designated as Confidential Information in accordance
with the requirements of this Agreements, or
o is already known to the recipient at the time of disclosure
through lawful channels of communications; or
o is or become publicly known through no wrongful act of the
recipient; or
o is rightfully received from a third party without similar
restrictions and without breach of this Agreement; or
o is independently developed by the recipient without breach of
this Agreement; or
o is furnished to a third party by the disclosing party
without a similar restriction on the third party's rights;
or
o is approved for release by written authorization of the
disclosing party.
23
The recipient may, without breach of this Agreement, disclose
Confidential Information to the government by reason of a
governmental requirement or to a court by reason of operation of
law. However, the recipient shall make no disclosure under the
provisions of this subparagraph prior to giving written notice to
the disclosing party of the governmental requirement and giving the
disclosing party the opportunity to obtain a protective order from
a court of law.
The recipient shall not be liable for:
1) inadvertent disclosure or use of Confidential Information
provided that:
a) it used not less than reasonable care and the same degree
of care in safeguarding such Confidential Information as
it uses for its own Confidential Information of like
importance; and
b) upon discovery of such inadvertent disclosure or use of
such Confidential Information, it shall endeavor to
prevent any further inadvertent disclosure or use.
2) unauthorized disclosure or use of Confidential Information by
persons who are or who have been in its employ, unless it
fails to obtain a written agreement to protect the
confidentiality of Confidential Information.
To the extent the disclosing party discloses Confidential
Information to the recipient orally with the recipient's advance
written consent, the disclosing party agrees to reduce the oral
Confidential Information to writing within five (5) days of such
oral disclosure, referencing the place and date of oral disclosure
was made, and including therein a detailed description of the
Confidential Information actually disclosed.
All copies of Confidential Information delivered any the disclosing
party to the recipient pursuant to this Agreement whether in
printed, magnetic, optical, or other tangible or mechanically
reproducible form shall be conspicuously marked "CONFIDENTIAL",
shall remain the property of the disclosing party, and all such
Confidential Information, together with any copies thereof, shall
be promptly returned to the disclosing party upon written request,
or destroyed at the disclosing party's option following the
termination or expiration of this Agreement unless this Agreement
provides otherwise.
11.) OWNERSHIP OF MOLDS AND TOOLING
CONSULTANT agrees to provide the estimated costs for all molds, tooling
and electrodes as outlined in the attached Addendum A without
limitation. After approval by ASI, ASI shall pay fifty (50%) percent of
the costs of said production material upon approval. Upon completion of
the development and manufacture of said production materials and upon
acceptance of the initial batch run by ASI, ASI shall pay and the
CONSULTANT shall accept the balance (50%) for the costs of said
production materials, which shall automatically convey to ASI full
right, title and interest in and to all production materials without
limitation including, but not limited to molds, tooling, electrodes and
other collateral materials used in the development and manufacture of
ASI's products, and otherwise the subject of this provision and this
Agreement.
12.) APPLICABLE LAW
Any controversy or claim arising out of or relating to this Agreement
shall be governed by the law of the STATE OF NEW YORK. Any litigation
or dispute resolution under this Agreement, if commenced shall be in
the venue of the County of Suffolk in the State of New York.
13.) NOTICES
Any notice required to be given hereunder, if any, shall be deemed to
have been sufficiently delivered either when served personally or sent
by certified mail at the addresses set forth in this Agreement.
Ordinary first class mail shall be deemed sufficient to accomplish the
mailing to the CONSULTANT of any copies of office actions and
amendments during the prosecutions of any US Patent applications by ASI
relating to inventions by the CONSULTANT or CONSULTANT's employers,
partners, or agents relating to the work performed under this
Agreement.
14.) US PATENTS
The CONSULTANT agrees without limitation to execute limitation to
execute any and all necessary documents pursuant to the terms and
conditions described in this Agreement and verbal agreements with ASI
or its officers and in accordance with US Patent legislation, statues
and regulation.
24
15.) SUPERSEDING EFFECT
This Agreement supersedes all prior oral or written agreements,
relevant to the work performed or to be performed under this Agreement
only, and constitutes the entire agreement, between the parties.
16.) TERMINATION
As provided for under the "Term" provision in this Agreement, the right
to cancel this Agreement shall commence upon ten days written notice by
certified mail. Notwithstanding the above, ASI may cancel this
Agreement immediately any time during the term of this Agreement or any
extension thereof, if it reasonably believes that to continue the
relationship with the CONSULTANT would cause damage or be materially
adverse, or pursuant to Provision two (2) above.
17.) TIME OF THE ESSENCE
The CONSULTANT acknowledges and appreciates the compelling need for the
work described in the Statement of Work to be completed in or about the
timetable and hours indicated in the Statement of Work. This is a time
of the essence Agreement.
18.) PARTS AND EQUIPMENT
The CONSULTANT indicated that it is estimated that the cost of all
materials to complete the Statement of Work will not exceed
$75,000(USD) which includes all molds, tooling, electrodes, travel and
all ancillary and collateral costs and expenses necessary to complete
the projects contemplated and or provided for in this Agreement. ASI
agrees to be responsible for the payment of these materials in excess
of $75,000, only if ASI provides CONSULTANT prior written approval for
additional materials or costs. All parts and materials will be procured
by ASI and delivered to a facility determined by ASI unless agreed
otherwise by the parties.
19.) HEADINGS
The headings are used for convenience only and shall not be evaluated
or read out of context. The attached Addendum A shall have the same
force and effect as if it was originally incorporated directly in the
body of this Agreement. The Addendum to this Agreement shall have the
full force and effect as if they were in the body of this Agreement.
20.) TITLE INFORMATION AND EQUIPMENT
All information developed under this Agreement, of whatsoever type
relating to the work performed under this Agreement shall be the
exclusive property of ASI. All machines, instruments and products
purchased, manufactured or assembled by the CONSULTANT pursuant to this
Agreement and paid for by ASI shall be the exclusive property of ASI.
Upon termination of this Agreement, CONSULTANT shall dispose of such
items as directed by ASI and or its competent authority.
21.) SEVERABILITY
If any provisions of this Agreement are found by a court of competent
jurisdiction to be unenforceable, then the remaining provisions shall
remain in full force and effect as if the unenforceable provision did
not exist.
22.) ARBITRATION
All claims, disputes, and other matters in question arising out of this
Agreement shall be decided by arbitration in the COUNTY OF SUFFOLK IN
THE STATE OF NEW YORK before any arbitrator with understanding of
computers, software, and business considerations in accordance with the
rules of the American Arbitration Association then obtaining unless the
parties mutually agree in writing otherwise. The award rendered by the
arbitrator shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having proper jurisdiction.
The arbitrator shall have all remedies available both at law and in
equity to equitably settle any dispute.
23.) BINDING
The signatories to this Agreement warrant that they have the capacity
and authority to bind themselves, corporations, partners and agents to
this Agreement. This Agreement is binding upon and shall insure to the
benefit of the legal successors of the parties.
25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
BY: _________________________________ DATED:___________
Xxxxxxx X. Xxxxxxxxx, Treasurer
Alcohol Sensors International, Ltd., "ASI"
BY: _________________________________ DATED___________
Xxxxxxx Xxxxxxxxx, Managing Director
Digital Vehicle Security Systems, Inc., "Digital"
BY: _________________________________ DATED:___________
Xxxxxxx Xxxxxxxxx
_________________________________ DATED:___________
WITNESS
26
ADDENDUM A
The CONSULTANT agrees to be responsible for the complete performance of the
following services, including those to be assigned by mutual agreement from
time to time. ASI shall be acting in reliance that CONSULTANT is performing
the following tasks and/or effectively managing the process.
I. Responsible for all mold-making and tooling for the Sens-O-Lock, and
the process from establishing final design through the manufacturing of
initial production of Sens-O-Lock devices.
II. Create a written CPM and costs from initial production for the entire
Sens-O-Lock prototype mold and tooling through manufacturing of the
initial Sens-O-Lock products, and provide same to ASI on or before July
10, 1996.
III. Provide a definitive design, both functional and aesthetic, for the
Sens-O-Lock sensor head and car control module (CCM) and outer casing
for the CPU for the Sens-O-Lock on or before July 12, 1996, for written
approval by ASI on or before July 15, 1996.
ASI shall not be proceeding on the tasks being performed by CONSULTANT,
except for providing assistance to CONSULTANT when required. CONSULTANT
agrees to be proactive with regard to the following tasks, and
CONSULTANT understands and agrees that TIME IS OF THE ESSENCE; that if
the timetable for production of the Sens-O-Lock is not initiated with
first units shipped on or before January 1, 1997, it will result in
substantial harm to ASI.
ASI agrees to be equally diligent and to respond quickly in furtherance
of meeting the production timetables required. Accordingly, in
consideration of ASI placing the process, (Addendum A), in CONSULTANT's
hands, CONSULTANT agrees to immediately pay ASI fifty thousand
($50,000.00) dollars (the value of the estimated weekly delivery
schedule for the first 60 days), as liquidated damages for each week
production is delayed which is not due to ASI causes, and/or force
xxxxxx.
IV. Provide a weekly written report to ASI indicating progress and/or
problems in meeting pre-arranged scheduling criteria and/or
pre-approved budget parameters. CONSULTANT has advised ASI that total
costs for all the acquisitions contemplated under this Agreement shall
not exceed $75,000, and ASI has relied on this warranty.
V. CONSULTANT warrants that the product manufactured will be of
merchantible quality and fit for the uses intended.
VI. CONSULTANT shall work in cooperation with ASI, but be responsible for
the design, printing and delivery of sample printing of, product
packaging boxes and materials, operations, and installation manuals as
necessary and required by the Company to support its Sens-O-Lock
product for approval by ASI. The CONSULTANT shall provide an estimate
for the out-of-pocket costs for said services in a timely manner for
the review and written approval of ASI. Upon timely approval,
CONSULTANT shall complete all required tasks thereof.
VII.
VIII. The following time line has been established between the parties for
the completion of tasks as indicated by CONSULTANT to achieve initial
production of Sens-O-Lock devices of merchantible quality and fit for
the uses intended:
CONSULTANT initial ___________
ASI initial ___________
1. If the design is not approved by ASI on or before July 15, 1996,
ASI understands and agrees that there may be as much as a one week
delay for each and every week or part thereof that ASI delays in
providing approvals or other reasonable and necessary material
support to facilitate the tasks herein set forth.
27
2. PROVIDED THAT; ASI approves the final design on or before July 15,
1996, then in that event:
a) CONSULTANT shall arrive in New York at ASI on or before July
25, 1996, with a design "mock up." ASI agrees to have all PCB
Boards for the Sens-O-Lock completed on or before July 25,
1996. At that time, CONSULTANT and ASI shall work closely in
all areas of materials acquisition and availability, develop a
definitive materials list for the production of the product,
lead times, parts, substitutions, and place orders for
components as required to accommodate the required production
timetable. Marketing and other support materials will begin to
be created at this time to insure timely availability before
and concurrent with initial product delivery as required.
b) The CONSULTANT shall design final tooling and obtain ASI
approval for said tooling (said tooling will be shopped and
purchased at the lowest price) on or before August 5, 1996.
c) On or about August 8 - August 14, 1996, CONSULTANT shall
return to New York and work with Mr. Xxxx Going, our then
newly hired Director of Manufacturing and Procurement, to
coordinate manufacturing, materials acquisition, and manage
and monitor the tooling as required and in furtherance of
maintaining the completion criteria set forth herein. All
packaging designs will be completed, and packaging and
collateral materials ordered at that time in quantities
determined by ASI.
d) On or before August 29, 1996, ASI shall receive the first
pre-series production prototypes in the quantities determined
by ASI, parts inventories established and monitored, and
operation and installation manuals completed for editing by
ASI for the US market. Production capabilities and capacities
will be determined at this time with arrangements with one or
more manufacturers finalized.
Concurrently, between August 8 - August 29, 1996, 20 to 30
pre-series production prototypes with boards in cans will be
available for preliminary testing.
e) On or before August 29, 1996, we will know when we can
manufacture 200 to 500 pre-production test devices. CONSULTANT
will make them available for beta testing by ASI on or before
September 5, 1996. When beta testing is completed to the
satisfaction of the CONSULTANT and/or ASI, initial production
begins.
Note: Because this is a "living document", and accordingly some tasks may
happen before or after indicated in the above timeline, however, in the
aggregate the initial production timetable shall be maintained.
Accordingly, CONSULTANT reasonably projects a best case initial production
date of October 11, 1996, if everything goes right and with minimal testing.
And;
Worst case, initial production date of January 1, 1997, with problems that
must be resolved and adequate testing.
CONSULTANT initial ___________
ASI initial ___________
28
