Adept Technology / Yaskawa Electric Corp.
Original Equipment Manufacturing Agreement
For
Six Axis Manipulators
CONFIDENTIAL
**** - Indicates confidential information that has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.
Page ii
Adept / Yaskawa OEM Agreement
TABLE OF CONTENTS
Paragraph Major Topics
------------
1 Purpose and Scope of Relationship
2 Product Specifications and Technical Information
3 Pricing and Payment
4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
5 Warranty
6 Arm Parts, Repair Service, and Maintenance
7 Product Change Management
8 Obsolescence
9 Documentation
10 Inspection and Testing
11 Indemnity
12 Product and Business Confidentiality
13 Technical Communications
14 Assignments and Delegations
15 Term and ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
17 Applicable Law, Jurisdiction and Venue, and Attorney's Fees
18 Miscellaneous
19 Entire Agreement
Contract Execution by Both Parties
Page iii
Adept / Yaskawa OEM Agreement
APPENDICES
o Products Specifications Appendix 1
o Price Schedule Appendix 2
o Spares Pricing Schedule Appendix 3
o Quality Planning and Data Requirements Appendix 4
Adept / Yaskawa Page 1
Adept / Yaskawa
Original Equipment Manufacturing Agreement
This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and Yaskawa Electric Corp. (hereinafter referred to as "Yaskawa") is
entered into for the purpose of providing OEM sales of Yaskawa robot
manipulators to ADEPT. ADEPT and Yaskawa agree that the following provisions
shall govern the OEM relationship between ADEPT and Yaskawa.
1. Purpose and Scope of Relationship
1.1 ADEPT will purchase and Yaskawa shall provide Mechanical Six Axis
Manipulator product, Yaskawa models SV3X, ▇▇▇, ▇▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇▇,
hereinafter referred to as "ARM", for incorporating with ADEPT hardware
and software controls to provide an extension to ADEPT's product lines.
ADEPT shall market the ARMs under its own trade name and
responsibilities except for any industrial rights associated with the
designs of the ARMs.
1.2 Yaskawa is engaged in the design, manufacturing and sales of various
automation equipment and products including industrial robots in Japan
and elsewhere throughout the world, and desires to expand its sales of
robotics products.
1.3 Both parties desire to expand the market demand for their products
through the business relationship established by this agreement.
2. Product Specifications and Technical Information
2.1 Product Specification
Yaskawa will sell to ADEPT ARMs and its maintenance and spare parts
(hereinafter referred to as "PARTS") which accept ADEPT's servo
amplifier signal and meet the product specifications contained in
ADEPT's Product Specification. Refer to Appendix #1. If changes are
required to the product specifications referenced in this agreement
during the course of the business relationship, both parties must
formally approve the requirements and changes to be made before they
are incorporated into the ARM sold to ADEPT. All notifications of
product specification changes, or other contractual changes, shall be
directed to ADEPT's Purchasing organization. Yaskawa guarantees that
all products sold to ADEPT will meet the most current effective
revision of product specifications approved by both parties. All
changes to product specifications must conform to the Product Change
Management Section herein. For further Product Specification
CONFIDENTIAL
Adept / Yaskawa Page 2
information, refer to attached Appendix #1.
2.2 Technical Support
In order to support ADEPT's direct market responsibility, Yaskawa will
make available capable technical support personnel at ADEPT's request
for any problem with the ARMs not resolved, by ADEPT engineering or
customer Service or Sales Application support. The Yaskawa technical
support must have adequate English speaking and writing skills or
Yaskawa must supply the necessary interpreter on a timely basis. The
technical support must be available during Yaskawa's factory's normal
working hours and be available for emergency situations for off factory
hours given a critical or emergency situation in ADEPT's judgment. Such
technical support shall be limited and conducted at Yaskawa's facility
in Japan. There will be no charge for this technical support service,
however in the case of out of warranty (specified in section 5) Yaskawa
shall charge ADEPT at a rate of $100 per man-hour.
2.3 Color and Logo Plate Specification
The ARMs sold to ADEPT shall be painted to ADEPT's color specification
and color paint chip provided to Yaskawa. Adhesive logo plates shall be
supplied by ADEPT to Yaskawa and such logo plates shall be fitted by
Yaskawa prior to shipment, per the ADEPT provided Logo Specification.
Yaskawa shall provide and install ARM product number plates with
ADEPT's name, product name, serial number, and month of production with
ADEPT's approval.
2.4 Packaging Specification
2.4.1 Packaging must be able to withstand normal industry shipping (air,
ship, rail and truck) requirements for vibration, shock, temperature
and humidity
2.4.2 All Arm packages must have exterior markings in English which show
Adept logo, part number and serial number.
3. Pricing and Payment
3.1. Pricing
The prices applicable to the ARMs and maintenance PARTs purchased under
this agreement shall be set forth in the attached Price Schedule and
Spare Parts Price Schedule. Refer to Appendices #2 and #3. Pricing
shall be firm in US $ Dollars, for a period of sixteen (16) months from
the date of signing of Agreement. After the
CONFIDENTIAL
Adept / Yaskawa Page 3
initial term of the agreement, pricing shall be negotiated annually.
Prior pre-agreed prices shall automatically continue into the future
unless either party formally contests in writing. Negotiated prices
stated in the Price Schedule and Spare Parts Price Schedule shall
reflect the base unit price of the applicable ARM and/or PARTS, without
the inclusion of shipping, tariff or other ancillary costs required to
deliver product per ADEPT's purchase orders. Yaskawa shall invoice each
shipment for the product quantities shipped times the applicable Price
Schedule or Spare Parts Price Schedule unit price of FOB Japan, as
authorized by the corresponding ADEPT purchase order. The trade terms
under this agreement shall be governed and interpreted by and under the
provisions of latest International commercial Terms (INCOTERMS).
3.2 Payment Terms
The payment for each shipment shall be wire transferred to Yaskawa in
US $ Dollars 60 days after the ▇▇▇▇ of Landing (B/L) date. If ADEPT is
delinquent in payment for two consecutive invoices, payment terms will
revert to an irrevocable letter of credit at sight.
3.3 Price Schedule Changes
3.3.1 Proposed changes in prices after the initial 16 month term shall be
communicated to ADEPT at least 90 days before the effective date of the
change. ADEPT must agree to any changes to the price schedule in
writing prior to the effective date. A release against the new price
schedule shall be applicable to all orders newly issued after effective
date of new price schedule
3.3.2 ADEPT shall maintain and modify, with approved changes as needed, the
Price Schedule and Spare Parts Price Schedule, Appendices #1 and #2.
With each price change, ADEPT will forward a copy of the revised price
appendix to Yaskawa.
3.4 Price / Cost Reductions
3.4.1 ADEPT and Yaskawa agree that in order to remain competitive in the
market place for the ARM product line, continual cost reductions need
to be developed to reduce the overall price of the ARMs. Yaskawa shall
work with its suppliers and manufacturing technology to lower the cost
of manufacturing of the ARMs. ADEPT agrees to assist, to the reasonable
extent possible, by working with Yaskawa's technical staff to develop
value engineering opportunities to facilitate cost reductions in
materials and manufacturing.
3.4.2 Both parties agree, on a case-by-case basis, to accept lower pricing of
the ARMs
CONFIDENTIAL
Adept / Yaskawa Page 4
to gain resulting incremental business
4. Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
4.1 Lead Times
Yaskawa standard lead time is sixty (60) calendar days or less for
delivery of the ARMs. Yaskawa will make its best effort to reduce lead
times for particular orders where ADEPT's ability to make a sale is
based on quick delivery. Delivery is defined as the ▇▇▇▇ of Lading
date.
4.2 Anticipated Ordering Level
Purchase of the ARMs shall be for a minimum of ten (10) units per order
of any combination.
4.3 Purchase Order
Only actual signed ADEPT Purchase Orders shall be considered as the
purchasing commitment. Yaskawa shall promptly acknowledge within 3 days
in writing via fax, all purchase order exclusive of weekends and Japan
holidays. In the event of conflict between the individual purchase
order terms and conditions of this agreement, the provisions of this
agreement will prevail.
4.4 Forecast and Order Release
By the end of each month, ADEPT will provide Yaskawa via fax the
following information.
4.4.1 A monthly forecast covering a 9 month outlook will be supplied by
ADEPT's Purchasing organization and will be updated with every master
forecast change. Purchase order will then be issued by ADEPT and
Yaskawa will acknowledge scheduled ship dates accordingly. Yaskawa
shall be expected to have supplier support and production capacity
flexibility to be able to successfully respond to potential ADEPT
customer upswing's in demand up to thirty percent (30%) within 30
calendar days.
4.4.2 The forecasts and revised forecasts provided to Yaskawa by ADEPT will
be ADEPT's best efforts to estimate market demand, thus shall not be a
binding obligation to place orders for ARMs.
4.5 Shipment/Delivery Schedule
Yaskawa will provide confirmation in writing within 2 to 3 working days
from shipment from Japan and information (e.g. actual ship dates, ship
carrier, shipper's way ▇▇▇▇ number) necessary to confirm and track the
progress of the
CONFIDENTIAL
Adept / Yaskawa Page 5
shipment by FAX transmission. Yaskawa will invoice ADEPT for the ARM
shipping and related costs to drop ship the ARM to ADEPT's customer.
All customer billing will be by ADEPT to ADEPT's customer base.
An official interface and designee will be identified at Yaskawa and
ADEPT, (with telephone, fax, and mail addresses) for official
communications between Yaskawa and ADEPT.
4.5.1 All direct customer shipments shall be made by means of a weekly
delivery schedule supplied by ADEPT's Purchasing organization by FAX
(Ref.4.4.1).
4.5.2 Yaskawa shall not deliver items in advance of ADEPT required delivery
dates without prior approval. If earlier deliveries are made, ADEPT may
elect to return the items at Yaskawa's expense or hold the units and
delay payment for a corresponding period of time.
4.5.3 ADEPT may cancel any order if the request is made at least 6 weeks in
advance in advance of scheduled ship date. ADEPT is liable only for
unique raw material that is in Yaskawa inventory in support of the
purchase order quantity being canceled.
4.5.4 This agreement does not authorize Yaskawa to deliver any items. Yaskawa
will be authorized to deliver and ADEPT will be obligated to take
receipt of only those items which are scheduled for delivery on open
authorized purchase orders issued by ADEPT's Purchasing organization.
5. Warranty
The warranty assumes that "normal use" occurs and the equipment is
maintained to specification, less reasonable use and wear and tear for
the application intended.
5.1 Product Warranty
Yaskawa warrants the ARM to be free from defects for a period of (12)
twelve months from the date of installation, or for a period of (18)
eighteen months from the date of the ▇▇▇▇ of Landing, whichever expires
first (hereinafter referred to as "warranty period").
5.2 Warranty Obligation
Yaskawa's warranty obligation will be to ship at no charge to ADEPT an
exchange replacement within three (3) working days for any field
replacement part or
CONFIDENTIAL
Adept / Yaskawa Page 6
subassembly found to be defective during the warranty period. ADEPT
will return or scrap defective parts and or subassemblies at Yaskawa's
direction. Yaskawa will pay the cost of transportation in both
directions for the defective parts.
5.3 Major Defects
Yaskawa will specify the standard time to replace each PART listed in
the Spare Parts List, in Appendix #3. Substantial repair shall be
defined as "over 10% of the units shipped in the prior three months or
require more than four man hours per unit to replace in warranty
period". In such cases of substantial repair, ADEPT may, at its option,
return the entire ARM, subassembly or parts to Yaskawa for repair or
replacement at Yaskawa's expense including transportation both ways.
5.4 Training
Yaskawa will provide maintenance and repair training to ADEPT personnel
and any third party people with whom ADEPT contracts to service the
ARMs, at Yaskawa's factory in Japan. ADEPT shall send at least one of
its Field Service engineers to Yaskawa's factory to receive training
for 5 working days at ADEPT expense. ADEPT shall pay Yaskawa ($600) six
hundred dollars per man-day. If the training is held at ADEPT, ADEPT
shall reimburse Yaskawa for the expense of transportation, room and
board in US $ Dollars per day. An initial training course shall be
scheduled at the conclusion of this agreement. A training course may be
performed once per year on a date to be mutually agreed upon.
5.5 Dead on Arrival (DOA) and Infant Mortality Performance and Warranty
Coverage
ARM PARTS and replacement PARTS that are DOA or have infant morality
rates over an 18 month period should be less than 0.1% except for
abnormal transportation damage. Packaging must be able to withstand
normal industry shipping (air, ship, rail, and truck) requirements for
vibration, shock, temperature and humidity.
5.6 Replacement PARTS, Re-manufactured, and Repaired Replacement PARTS
Warranty.
All replacement, re-manufactured and repaired parts within the warranty
period shall have the same life expectancy as a new part. All
replacement parts, re-manufactured and repaired out of warranty shall
have a 12 months warranty.
6. ARM PARTS, Repair Service, and Maintenance
6.1 General Spare Replacement PARTS
All PARTS required for the ARMs sold to ADEPT shall be listed in the
Spares
CONFIDENTIAL
Adept / Yaskawa Page 7
Parts Pricing Schedule. Refer to Appendix #3. All spares must be fully
tested to meet the specification.
6.2 Spare Parts Inventory to Respond to Customer Needs
ADEPT agrees to maintain a minimum set of key spare parts recommended
by Yaskawa. However, Yaskawa agrees to maintain a level of stock of
spare and replacement parts which will allow it to ship emergency
replacements of any part within 3 working days of notification.
Notification by ADEPT for emergency parts shipment orders may be made
via FAX, telephone, or E:Mail. Emergency shipments will be via air
freight. ADEPT will define to whom and where to ship the part(s). ADEPT
will make its best efforts to advise and encourage their customers to
maintain an adequate level of replacement parts (spares) to support
their installed base of ADEPT equipment.
6.3 Part Revision Control
6.3.1 Yaskawa agrees to maintain records of the revision levels for all parts
and relate the part revision level to the serial number of each ARM it
has shipped to ADEPT. These records are to be sent upon request from
ADEPT. Yaskawa shall strive to design all new revisions to be backward
compatable.
6.3.2 Yaskawa shall inform ADEPT of any revision which is not backward
compatable. When these cases exist, Yaskawa will stock sufficient
quantities of prior revision level parts to meet any future repair
requirements for products in the field.
6.4 Re-manufactured PARTS Usage
6.4.1 Only new parts can be employed in new products and new spares. Re-
manufactured or used parts can not be used for new product and spare
sales. Yaskawa may use either new or re-manufactured parts to replace
warranty or out- of warranty returns.
6.4.2 Re-manufactured parts can be used instead of repairing a returned part
for repair unless the customer's order explicitly forbids such.
6.4.3 Parts returned for re-manufacturing must be repaired and returned
within:
Type of Part Calendar Days
------------ -------- ----
Directly repairable in Yaskawa's factory 20 days
Repairable by a supplier to Yaskawa 40 days
6.4.4 Yaskawa shall segregate all reworked or used parts or products from the
inventory of parts sold to ADEPT for new product or spare parts sales.
CONFIDENTIAL
Adept / Yaskawa Page 8
6.5 Spare Part Packaging
All products and spare parts will be packaged in a manner to prevent
any shipping damage and allow safe storage and handling. All products,
spare or replacement parts must have exterior markings in English which
clearly show quantity, ADEPT's part number and revision level. Any used
or re-manufactured parts must be marked "Re-manufactured".
6.6 Refurbishment of Used ARMs.
ADEPT shall have the right of purchase and sale used and refurbished
ARMs originally manufactured by Yaskawa under contract to ADEPT in case
of refurbishment Yaskawa's obligation of warranty will be released. At
the request of ADEPT, Yaskawa will provide refurbishment servicing of
used ARMs for ADEPT.
7.0 Product Change Management
7.1 Configuration Control
Yaskawa will formally notify ADEPT in writing and obtain ADEPT's
approval of any design change involving form, fit or function for
mechanical, electrical, and their spare PARTS. ADEPT will respond to
the change request within 30 days.
7.2 Product Changes
If for any reason compatibility is not possible, the impact to ADEPT's
customer base must be assessed and discussed with ADEPT. ADEPT will
expect that all spares will be upgraded within six (6) months through a
recycle program and all other PARTS will be upgraded and/or replaced
upon failure. These changes will be made at Yaskawa's expense.
7.3 Configuration Revision Level Compatibility Matrix
Yaskawa will supply ADEPT with a revision level configuration
compatibility matrix to ADEPT's specification covering the ARMs and
spare PARTS.
8. Obsolescence
8.1 Parts supply and repair period
For all products sold to ADEPT under this agreement, Yaskawa agrees to
support service and parts replacement for at least seven and 1/2 (7.5)
years after Yaskawa's final ARM production shipment to ADEPT.
8.2 Yaskawa agrees to obtain ADEPT's concurrence on the obsolescence on any
CONFIDENTIAL
Adept / Yaskawa Page 9
product and/or part covered by this agreement. If concurrence can not
be reached, Yaskawa agrees to maintain either repair service or a new
supply of the subject product and/or part for 7.5 years from
notification.
9. Documentation
9.1 Documentation
9.1.1 Yaskawa will provide manuscript and technical illustrations in fully
converted English for all products sold to ADEPT for incorporation into
ADEPT's user and service manuals at no cost.
9.1.2 Documentation for the ARMs will be provided to ADEPT at least four (4)
weeks before the first customer deliverable shipment of ARMs. Yaskawa
grants ADEPT the right to reproduce in part or in total this
documentation for sales and service literature and manuals. Yaskawa
shall not be responsible for the documentation reproduced by ADEPT.
Documentation will be provided in the form of electronic copy with the
format compatible with Windows95, Microsoft Word Office 97 or later,
using ADEPT's standard manual format.
9.2 Specific documentation shall include but not be limited to the
following:
A) Service manual for ARMs including mechanical assemblies and
schematics.
B) Spare parts lists for ARM.
C) Trouble shooting guide for ARM.
D) Mechanical and electrical specifications for ARM.
E) Assembly drawings
F) User preventive maintenance
10. Inspection and Testing
10.1 Factory Calibration and Testing
Yaskawa shall conduct factory calibration and perform testing of all
ARM products in accordance with standard Yaskawa defined products.
Yaskawa shall provide ADEPT copies of all factory calibration and test
procedures and shall notify ADEPT of all future changes. Yaskawa shall
maintain record of calibration data and test results for all ARMS and
shall supply ADEPT copies of documentation within five working days
upon request. Prior to each ARM shipment, Yaskawa shall supply ADEPT
calibration data in a mutually agreed format and method of
communication.
CONFIDENTIAL
Adept / Yaskawa Page 10
10.2 Inspection
ADEPT shall have the right to periodically inspect Yaskawa's production
process for products sold to ADEPT at Yaskawa's facility as mutually
agreed upon within ten days notice before any visit. ADEPT shall retain
the right to verify test results and acceptance of any product before
it is shipped from Yaskawa's facility. Refer to See Appendix #4.
10.3 Quality Data
Yaskawa agrees to provide manufacturing quality, manufacturing process
and reliability data for the products covered by this agreement per
Appendix #4.
11. Indemnity
11.1 Yaskawa will defend, at its expense, any claim or suit brought against
ADEPT, or any ADEPT customer using products originally manufactured by
Yaskawa, based on claim that the use of any product delivered
constitutes an infringement of a patent, copyright, or any other
intellectual property right issued by an country in which ADEPT does
business. Yaskawa will indemnify ADEPT and ADEPT's customers from any
costs, damages and fees finally awarded against ADEPT in an action
attributable to such a claim, including any legal fees incurred by
ADEPT to defend itself. ADEPT will notify Yaskawa for prior approval
for such legal action.
12. Product and Business Confidentiality
The partnership, product assembly and working relationship between
ADEPT and Yaskawa are mutually considered a special relationship.
Information or disclosed knowledge which is identified as confidential
by giving party to be Company Confidential, especially related to
potential new products, new or changing product markets and related
business actions and conditions. It is expected, as an integral part of
the contractual and partnership relationship, that such discussions, or
transmitted or otherwise disclosed information, which is identified as
confidential by giving party, should be treated as strictly Company
Confidential between both parties, their employees and applicable
suppliers. Notwithstanding the above confidential information does not
include any information which is already in the public domain or is
already owned by the receiving party prior to disclosure.
12.1 Customer List Confidentiality
Yaskawa will not disclose to any outside party any information about
ADEPT's customer base or business. Yaskawa is prohibited from using
such disclosed
CONFIDENTIAL
Adept / Yaskawa Page 11
ADEPT customer base names and key contacts to advertise, promote, sell
or market its own products through any verbal or written or other
transmitted medium without specific advance written authorization of
ADEPT.
12.2 ADEPT Customer Contact and Business Competitive Restrictions
Yaskawa agrees not to use this relationship as a means to contact any
ADEPT customer without the formal prior written agreement of ADEPT. If
the customer relationship had been established by Yaskawa prior to the
execution this business agreement, this restriction will not apply.
12.3 Proprietary Information
12.3.1 Proprietary information will be identified by written notification by
either party to the other, prior to disclosure, Each party agrees to
treat the other party's Proprietary Information in a manner similar to
how it treats its own Proprietary Information during the initial term
and any renewal terms of this Agreement and for three (3) years after
its expiration or sooner termination, and will not use the Proprietary
Information outside people within its company who have a need to know
without the other permission.
12.3.2 Obligations to protect the others' Proprietary Information shall not
apply to the extent such information; (a) was in the recipient party's
lawful and unrestricted possession prior to disclosure by the other
party as evidenced by written record; (b) is generally available to the
public; (c) has been received lawfully and in good faith by either
party, from a third party who did not receive it from the disclosing
party; or (d) is independently developed the by the recipient without
reference to the Proprietary Information and without violation of any
confidentially restriction.
12.4 Non-Disclosure
Neither party will disclose the terms or contents of this Agreement to
any third party except as mutually agreed, or as required by statute,
regulation, or court order.
12.5 Public Disclosure
All public disclosure of any terms of our relationship for publicity or
business purposes by either company must be reviewed and mutually
agreed by ADEPT and Yaskawa prior to disclosure.
13. Technical Communications
Technical discussions related to this Agreement and related products
between the ADEPT's and Yaskawa's engineering, manufacturing and/or
quality personnel, are
CONFIDENTIAL
Adept / Yaskawa Page 12
hereby authorized to preclude misunderstandings or misinterpretations.
However, all changes in the contractual scope of work, pricing or
delivery schedule, materials or data related to this Agreement shall be
effective only if mutually agreed by a ADEPT purchase order change
order and Yaskawa order acknowledgment, or a duly executed amendment to
this Agreement.
14. Assignments and Delegations
This agreement shall be mutually beneficial and be binding upon the
parties and their respective successors and assignees. Neither party
shall assign or delegate this Agreement or any rights, privileges or
obligations under this Agreement without the prior written consent of
the other party. Notwithstanding the foregoing, no such consent shall
be required for any such assignment of delegation by a party which is
part of or incident to the sale or other transfer, whether by sale,
merger, consolidation, or other corporate reorganization, of all or
substantially all of such party's assets and business, so long as the
assignees or successor shall be a corporation owning or retaining all
or substantially all of such assets and business and shall have assumed
all of such party's obligations under this agreement except as the said
successors and assignees or their Licenser, license, affiliated company
complete with the other party.
15. Term and Termination
15.1 Initial Term
The Initial Term of this Agreement shall be sixteen (16) month from
date of signing. Unless specifically formally contested in writing by
either party, this agreement will automatically extend in twelve (12)
month increments. This agreement will not extend beyond ten (10) years.
Given this agreement is contested by either party, or both parties
hereto shall discuss with each other the extension or expiration of
this Agreement in good faith six (6) months prior to the above
expiration date. If both parties cannot reach agreement, this Agreement
will expire on said date.
15.2 Defaults
If either party defaults in the performance of any provision of this
Agreement, then the non-defaulting party must give written notice to
the defaulting party and the defaulting party has sixty(60) days to
cure the default.
15.3 Compensation
In the event either party fails to cure any defaults as outlines in
paragraph 15.2,
CONFIDENTIAL
Adept / Yaskawa Page 13
the other party shall be due compensation in an amount equal to their
actual investment in this program or the profit margins on anticipated
sales for the balance of the term of this agreement, which ever is
greater. A maximum amount of compensation will be established.
15.4 Termination
Upon termination of this Agreement whether as provided or by
operational of law or otherwise, all obligation undertaken hereunder
shall terminate except:
A) Yaskawa's of its obligations under section 5, 6, or 7 of this
Agreement which deal with warranty and service of products sold to
ADEPT prior to the termination of this Agreement.
B) Yaskawa's obligation to deliver to ADEPT all orders for the ARM's
accepted by Yaskawa prior to the effective date of termination.
C) ADEPT's obligation to pay any amount which was or became due to
Yaskawa prior to termination, or is to become due after termination.
15.5 Manufacturing Agreement
ADEPT will have all the right to manufacture ARMs if Yaskawa becomes
insolvent (no longer in business) or is no longer manufacturing ARMs.
In such a case, ADEPT agrees to pay royalty at a rate mutually agreed
upon at later date.
16. Force Majeure
Neither party shall be liable for any obligation under this Agreement
if fulfillment of any such obligation has been delayed, hindered or
prevented by force majeure, including strikes, riots, civil commotion
or any circumstances beyond the reasonable control of the parties to
this Agreement, provided that the suspension of fulfillment of any
obligation under this Agreement shall be limited to the duration
necessary for removal of the effects of the force majeure.
17. Applicable Law, Jurisdiction and Venue, and Attorney's Fees
17.1 Law
This Agreement shall be governed by and interpreted in accordance with
the laws of the land. ADEPT and Yaskawa will work out a fair settlement
between the two parties. If one cannot be reached, it will go to
arbitration. This arbitration will be held in the defending company's
country in accordance with the Rules of Conciliation and Arbitration of
the International Chamber of Commerce. The arbitration proceedings
shall be binding and conclusive upon the parties hereto.
CONFIDENTIAL
Adept / Yaskawa Page 14
17.2 Fees
Reasonable attorney's fees and costs shall be awarded to the prevailing
party in the event of arbitration involving the enforcement or
interpretation of the Agreement. Such fees and costs shall be decided
by the arbitrator(s).
18. Miscellaneous
18.1 This Agreement and all notices, reports, documentation, or other
communications hereinafter shall be in English language, and in case of
any conflict between the English version and any translated version of
this Agreement or any such communication, the English version still
govern.
18.2 Failure of either party to enforce a provision of this Agreement or
waiver by either party of a breach of a provision of this Agreement
shall not be construed as waiver of a succeeding breach or provision.
If any provision is held to be invalid or unenforceable, the invalidity
shall not affect the validity of the remaining provisions. The parties
may also agree to substitute, for the invalid provision, a valid
provision that most closely approximates the intent and economic effect
of the invalid provision.
CONFIDENTIAL
Adept / Yaskawa Page 15
19. Entire Agreement
This Agreement constitutes and expresses the entire agreement and
understanding between the parties hereto with respect to all the
matters herein referred to. All previous discussion, promises,
agreements, memoranda, representations, and understanding relative
thereto, if any, had between the parties hereto, are herein merged or
superseded.
ADEPT TECHNOLOGY, INC YASKAWA Electric Corporation
Executed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Executed: /s/ Koji Toshima
-------------------------- -----------------------
Officer: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Officer: Koji Toshima
Title: V.P. Operations Title: Managing Director &
General Manager
Robotics Division
On: August 29, 2000 On: August 29, 2000
CONFIDENTIAL
Adept / Yaskawa Page 16
Appendices to Agreement
--------------------------------------------------------------------------------
Appendix #1 Product Specifications
Appendix #2 Price Schedule
Appendix #3 Spare Parts Price Schedule
Appendix #4 Quality Planning
CONFIDENTIAL
Adept / Yaskawa Page 17
Adept / Yaskawa OEM Agreement
Appendix #2
Price Schedule
Prices are hereby established for each model*
--------------------------------------------------------------------------------
Model Unit Price $(US)
----- ----------------
**** ****
--------------------------------------------------------------------------------
Table 1
*With Mutually Agreed Conditions as stated below
1) Currency is in US $ and will be adjusted up or down based on a 10 Yen
incremental movement from a targeted Yen rate of 105 Yen/Dollar. Base Rate:
105 Yen/Dollar (see Table 2)
2) FOB Japan.
3) Price includes packaging.
4) Exchange Rate determined by Yahoo on-line exchange rate.
CONFIDENTIAL
Adept / Yaskawa Page 18
-----------------------------------------------------------------------------------------------
Product Price Exchange Rate Yen Per Dollar
Table
-----------------------------------------------------------------------------------------------
Product ****
-----------------------------------------------------------------------------------------------
Table 2
-----------------------------------------------------------------------------------------------
CONFIDENTIAL
Adept / Yaskawa Page 19
Adept / Yaskawa OEM Agreement
Appendix #3
Spare Parts Price Schedule
To Be Finalized by Both Parties
and
Provided Under Separate Cover
CONFIDENTIAL
Adept / Yaskawa Page 20
Adept / Yaskawa OEM Agreement
Appendix #4
Adept Quality Planning
To Be Finalized by Both Parties
and
Provided Under Separate Cover
CONFIDENTIAL