OEM Software development and License Agreement
Between
HEWLLET PACKARD COMPANY
And
SCANVEC AMIABLE, INC.
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT
Agreement No: OM 11/00
This OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement") is made
as of March 1st 2000 (the "Effective Date") by and between SCANVEC AMIABLE,
INC., a company ("SA") located at ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ and HEWLETT-PACKARD COMPANY, a Delaware
Corporation and its Subsidiaries, divisions and affiliates ("HP"), especially
Hewlett-Packard Espanola, S.A. having a large and wide format printer division
("InkJet Commercial Division") located at ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇).
Recitals:
WHEREAS, SA designs and manufactures graphics software and composes related
documentation for use with the Macintosh, Power Macintosh and PC computers,
WHEREAS, HP desires to obtain a license from SA of certain rights with respect
to certain of SA's customized graphics software and related documentation used
with the Windows and Macintosh platforms, as designated herein, and SA
desires to grant such license to HP, subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound hereby, the parties hereto agree as follows:
1 DEFINITIONS
1.1 "Program" shall mean SA or third party's Licensed Software(s) listed
and described in Annex A annexed hereto and made a part hereof, in
object code form, supporting the Windows NT, Windows 2000 and Macintosh
platforms, including all Enhancements and localized versions thereto as
further set forth below supplied by SA during the term of this
Agreement, provided resolution of Adobe CPSI 3011 issues, which
resolution SA and HP agree to use their reasonable best efforts to
conclude, including but not limited to working directly with Adobe for
a solution.
1.2 "Documentation" means the manuals and other documentation that SA
ordinarily makes available with the Program and any other documentation
and information regarding the Program which HP reasonably requests for
evaluation and use of the Program as contemplated herein, including
those items listed and described in Exhibit A hereto.
1.3 "Deliverables" shall mean the Developed Code for the Program,
Documentation and other materials to be delivered by SA to HP with
respect to each Milestone.
1.4 "Specifications" means the technical and functional requirements for
the Program and/or Documentation as set forth or referenced in Exhibit
A or as otherwise agreed to by the parties.
1.5 "Development Program" shall mean the activities undertaken by the
parties hereunder for the development of the Program and Documentation
satisfying the Specifications pursuant to this Agreement, according
more specifically to Exhibit D.
1.6 "Development Work" shall mean the Program, Documentation and all other
results and items arising out of the Development Program, including
without limitation, all Deliverables, programming materials,
inventions, designs, notes, records, memoranda, documentation, models,
prototypes and other materials, as well as all Enhancements,
derivatives and modifications thereof, and all intellectual property
rights thereto.
1.7 "Enhancements" shall mean all error corrections, bug fixes,
modifications, new features, new functionalities upgrades, versions and
updates with respect to the Program or Documentation.
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1.8 "HP Property" shall mean all property, including without limitation,
models, tools, equipment, copies of designs and documentation and other
materials that may be furnished to SA by HP or on HP's behalf or
separately paid for by HP for use by SA in connection with this
Agreement.
1.9 "Milestone" shall mean each development or delivery milestone of the
Development Program as set forth in the "Milestone Schedule" attached
hereto as Exhibit D. "Milestone Payment" means a payment obligation
related to the achievement and acceptance of a particular Milestone.
1.10 "Specifications" shall mean the technical and functional requirements
for the Program and/or Documentation as set forth or referenced in
Exhibit A or as otherwise agreed to by the parties.
1.11 "OEM Products" means, collectively, the Program and Documentation
developed by SA for HP under this Agreement.
1.12 "HP Printer(s)" means any HP printer model, in all its supported
configurations and subsequent revisions and replacements, and with all
associated peripherals, if any, that HP desires to use in conjunction
or otherwise integrate with the Program developed by SA under this
Agreement.
1.13 "Subsidiaries" means an entity controlled by or under common control
with a party to this Agreement, through ownership or control of more
than fifty percent (50%) of the voting power of the shares or other
means of ownership or control, provided that such control continues to
exist.
1.14 "Launch Date of the HP Printer" means the initial date of availability
of a HP Printer for sale and delivery to end-users. HP shall provide SA
with notice of the Launch Date of the HP Printer with at least 30 days
in advance.
1.15 "Complete Copy" of Program includes (i) a master copy of the Program in
object code form (as specified on Exhibit A hereto) on the media
described on Exhibit A that satisfies all functional specifications set
forth in the Documentation, and (ii) all Documentation and technical
manuals for the Program in the form(s) and on the media described in
Exhibit A.
2 DEVELOPMENT EFFORT
2.1 Development. Commencing upon the execution of this Agreement, SA agrees
to use its best reasonable efforts to perform its obligations under the
Development Program, to achieve each Milestone and to deliver
Deliverables, which satisfy the Specifications.
2.2 Program Management and Changes. Each party designates the person(s)
set forth in Exhibit F as the primary contact of each party with
respect to this Agreement, which person(s) may be re-designated by a
party by notice to the other. In the event of a necessary or desired
change in any material aspect of the Development Program, the parties
shall use their good faith efforts to reach agreement regarding any
such change in writing prior to its implementation. A proposed change
shall be initiated by the proposing party in a written notice to the
other party. The receiving party shall review such proposal in a timely
manner. The parties agree to discuss in good faith the effect on each
party of such proposed change, including any effect on the objectives
and/or cost of the Development Program.
3 DELIVERY AND ACCEPTANCE
3.1 Delivery. A detailed schedule for the development of the OEM Products
and the corresponding intermediate Milestones and Deliverables is
specified in Exhibit D. SA agrees to use its best reasonable efforts to
perform its delivery obligations according to the provisions contained
in this Agreement and the Exhibits attached.
Upon completion of each Milestone for which SA is responsible, SA shall
promptly notify HP and deliver to HP the corresponding Deliverables.
Prior to the delivery of any Deliverable, SA will perform its internal
testing to assure that such Deliverable conforms to the Specifications.
SA agrees to use its reasonable best efforts to perform its delivery
obligations according to the provisions contained in this Agreement and
the Exhibits attached.
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3.2 Form of Deliverables. Deliverables consisting of software shall be in
object code form only. Deliverables consisting of Documentation shall
be in both human-readable and electronic formats. Other Deliverables
shall be in the form and format as specified in the Milestone Schedule
attached hereto as Exhibit D.
3.3 Acceptance. HP will have thirty (30) days from the date of receipt of a
Complete Copy of the Program to evaluate it for conformity with the
Specifications and shall either (a) accept the Program pursuant to the
provisions of this Section 3.3, or (b) return the Program for rework,
or reject the Program.
HP will be entitled to test and evaluate any intermediate Deliverable
and/or the Program by whatever means it deems appropriate consistent
with SA's rights in the Deliverable and/or the Program, and SA hereby
grants to HP any licenses needed for HP to perform its evaluation. Such
licenses will include the right of HP to use third party subcontractors
to achieve the foregoing, provided such subcontractors are approved in
writing by SA and agree in writing to be bound by the confidentiality
requirements of Section 10.3 of this Agreement. If HP returns a
Deliverable and/or the Program for rework, SA agrees to use its best
reasonable efforts to correct the listed defects and resubmit the
Deliverable and/or the Program for re-evaluation under the same
acceptance procedure. HP shall provide SA with a written description of
all listed defects in sufficient detail to enable SA to identify the
areas in which the Deliverable and/or the Program do not conform to the
Specifications. HP shall have the right to reject a Deliverable and/or
a Program only if SA fails to materially correct the listed defects
within fifteen (15) days after HP has returned the Deliverable and/or
the Program to SA for rework as described above. In the event HP
rejects a Deliverable and/or the Program, it will give SA written
notice of rejection stating with specificity the reasons for its
rejection, and this Agreement will terminate with respect to that
Program. No payment will be payable to SA unless the intermediate
Deliverable and/or the Program has been accepted by HP in writing. HP
shall provide SA with HP's written acceptance within fifteen (15) days
after the Deliverable and/or the Program in question materially
conforms with the Specifications.
3.4 Program Enhancements. SA agrees to deliver to HP a Complete Copy of any
Program enhancement within five (5) days of its release by SA. HP will
have the right to test and evaluate the Enhancement under the
acceptance procedure described above.
3.5 Access to HP Printer Prototypes. In case SA is provided with any
prototype of an HP Printer to assist SA with its development and
support obligations hereunder, SA agrees to comply strictly with the HP
provided confidentiality obligations specified in this Agreement in
connection with them, and agrees to implement at least the following
additional security measures in order to protect the secrecy of such HP
Printer prototypes and related printing supplies:
SA will install the HP Printer prototypes in a secure, non-public
location within the SA's premises.
Access to the HP Printer prototypes will be restricted to
authorized employees of SA only who have signed the
appropriate confidentiality agreement.
The HP Printer prototypes must be covered with a cover when not in
use.
SA will destroy all expired printing supplies (printheads, ink
containers, print cleaners, media,...) by following at least
the same measures as those usually expected from a reasonable
party to destroy its own confidential information.
The HP Printer prototypes will not be used by SA for any other
purposes different than those related to this Agreement.
HP will have the right to visit SA's premises during normal
business hours, with a prior notice of ten (10) days written
notice by HP and not more frequently than twice in any twelve (12)
month period, solely for the purpose of verifying the compliance
of the security measures mentioned above by SA.
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4 OWNERSHIP AND LICENSES
4.1 License to the Program. SA hereby grants to HP, under SA's intellectual
property rights, a non-exclusive, worldwide license to use, reproduce,
display, distribute, import and disclose the Program in object code
format only for use in conjunction with an HP Printer.
Such use limitation will also apply in the case of Enhancements for
distribution to customers for support and maintenance purposes. Such
license will include the right of HP to sublicense distributors,
resellers, and other third parties to achieve the foregoing, and
distribute the Program and/or Enhancements through any method HP deems
appropriate, including but not limited to electronically through HP
websites.
4.2 License to the Documentation. SA hereby grants to HP, under SA's
intellectual property rights, a non-exclusive, worldwide license to
use, reproduce, display, translate, import, disclose, distribute,
modify and prepare derivative works or compilations of: (a) the
Documentation; and (b) modifications, derivative works and compilations
based upon the Documentation for use with a Program. These rights are
exercisable in any medium. Such license will include the right of HP to
sublicense distributors, resellers, and other third parties to achieve
the foregoing, and distribute the Documentation and modifications,
derivative works and compilations based upon the Documentation through
any method HP deems appropriate, including but not limited to
electronically through HP websites.
The right to modify and prepare derivative works and compilations is
granted solely for the purposes of combining Documentation of more than
one program, condensing Documentation, and formatting and preparing
Documentation for user accessibility.
4.3 License to Photograph (Marketing Materials). SA hereby grants to HP,
under SA's intellectual property rights, a non-exclusive, worldwide
license to capture visual images of the Program screen displays and
packaging, the Documentation and the CD-ROM, if any, and to use,
reproduce, display, perform, distribute, import and modify such
photographs and modifications and images solely in connection with HP's
marketing and support of the Program and training with respect to the
Program. Such license will include the right of HP to sublicense
distributors, resellers, and other third parties to achieve the
foregoing.
4.4 Restrictions. HP will not disassemble, reverse engineer or otherwise
modify any Program without prior written authorization from SA.
4.5 Localized Versions.
The licenses granted hereunder with respect to the Program and
associated Documentation will include all localized versions thereof
developed by or on behalf of SA. Upon the request of HP, SA agrees to
use its best reasonable efforts to localize the Program for additional
countries upon a schedule and cost to be agreed upon in good faith by
the parties.
In the event that SA fails to make commercially available such a
localized version of the Program under the schedule agreed upon, then
SA agrees to grant to HP, on terms to be reasonably agreed upon in
good faith, a non-exclusive license to modify the Program in order to
localize the Program, and the non-exclusive right to use, reproduce,
display and distribute such localized versions developed by HP, in
object code form, to end users directly or through HP's third party
channels of distribution. HP may subcontract its localization efforts,
subject to confidentiality restrictions reasonably satisfactory to SA.
Under such license, SA will provide HP, on payment terms to be
reasonably agreed upon in good faith, with reasonable technical
assistance, all necessary object code Program and any related
compilers, utilities, listings or other materials necessary for HP to
create a localized version of the Program, which HP agrees to treat as
Confidential Information of SA under Section 10 herein in perpetuity or
the longest period allowed by law.
4.6 Trademarks. Neither party is granted any ownership in or license to the
trademarks, marks or trade names (collectively, "Marks") of the other
party. Notwithstanding the foregoing, SA acknowledges that HP may use
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SA's name and the name of the Program in the course of marketing and
distributing such Program as bundled with the HP Printer. The style
and text regarding the aforesaid use shall be subject to SA's prior
written consent. HP will assure that a notice is affixed to or
accompanies the Program stating that the Program incorporated therein
is licensed exclusively for use by the purchaser thereof but only to
the extent that such use is reasonably necessary for the proper use of
the HP Printers for the purposes for which they were designed and
providing that such Program shall not be used otherwise than as
authorized under the license terms.
4.7 Ownership. Subject to the rights and licenses granted to HP hereunder,
SA retains all right, title and interest in the Programs and
Documentation, and the commercial exploitation of same, including,
without limitation, all copyrights, patent, trade secret, proprietary
and/or all other intellectual property rights.
Notwithstanding above, SA will need HP's prior written authorization to
use any material developed under this Agreement to develop, license,
distribute or market other software programs, and will not use any HP
know-how, confidential information or trade secret obtained, accessed
or received under this Agreement for any purpose other than the
performance of this Agreement without HP's prior written consent.
4.8 Software License Terms. HP will be entitled to use its then current
standard form software license terms for marketing and sublicensing the
Programs under this Agreement so long as the content of such software
license form is substantially similar to that contained in the form
attached hereto as Exhibit H.
End-user will have the right to install a copy of the Program in an
unlimited number of computer units connected to the HP Printer unit, as
far as the Program is used only in conjunction with such HP Printer
unit.
4.9 Copyright Notices. Unless otherwise stated in the Exhibits attached, HP
agrees that it will not remove any copyright notices, proprietary
markings, trademarks or tradenames of SA from the Program or
Documentation. SA and HP agree that a second HP copyright notice in
HP's standard copyright notice form may be added to any HP modification
authorized in writing by SA.
5 PROGRAM MAINTENANCE AND SUPPORT
5.1 Maintenance and Support.
SA agrees to provide HP and its customers with ongoing maintenance
and support for the Program as set forth in Exhibit C hereto. SA
agrees to maintain such number of qualified personnel as is
necessary to provide such timely and knowledgeable maintenance and
support service.
Notwithstanding any termination of this Agreement other than
resulting from any breach of this Agreement by HP, SA agrees to
maintain and support the Program distributed by HP for at least
five (5) years after the Launch Date of the Program.
In the event that SA fails to comply with their maintenance and
support obligations under this Agreement and such failure continues
for a period of fifteen (15) days after written notice from HP to SA,
then SA will grant HP with a non-exclusive license to use object code
of the Program in order to maintain and support the Program, and the
exclusive, worldwide right to use, reproduce, display and distribute
such modified versions developed by HP, in object code form, to end
users directly or through HP's third party channels of distribution.
HP may subcontract its maintenance and support efforts, subject to
confidentiality restrictions reasonably satisfactory to SA. Under such
license, SA will provide HP with reasonable technical assistance, all
necessary object code of the Program and any related compilers,
utilities, listings or other materials necessary for HP to maintain
and support the Program, which object code HP agrees to treat as
Confidential Information of SA under Section 10 herein in perpetuity
or the longest period allowed by law.
5.2 Technical Assistance and Training. SA agrees to provide to HP such
technical assistance and training to HP personnel as set forth in
Exhibit C in order for HP to use, copy and distribute the Program as
contemplated herein.
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5.3 New HP Printers. The parties intend that during the term of this
Agreement, the Program will be compatible with future releases and
revisions of the HP Printers, including new or revised versions of the
operating systems for the HP Printers, provided that such new HP
Printers support the Program, and with currently existing and future
releases and revisions of currently existing or non-existing third
party host operating systems. Upon request by HP, SA agrees to use its
best reasonable efforts to provide HP with the Program adapted for use
with such new HP Printers within ninety (90) days after notification
from HP, provided that HP makes available to SA such hardware and
Program reasonably necessary for SA to develop and qualify such adapted
Program.
Amounts to be paid by HP to SA for these adaptations of the Program
will not exceed the then-existing rates SA charges its most favored
customers for similar works.
5.4 Backward Compatibility. Any subsequent Program will be backward
compatible with the previous version of the Program provided by SA
under this Agreement.
5.5 HP Proposed Enhancements. HP may from time to time request significant
functionality Enhancements to the Program. SA agrees to use its best
reasonable efforts to provide HP with such functionality Enhancements
to the Program.
Amounts to be paid by HP to SA for these Enhancements to the Program
will not exceed the then-existing rates SA charges its most favored
customers for similar works.
5.6 Obligation to update OEM products. SA agrees to provide Enhancements to
the OEM Products as detailed in Annex A, within 6 months from the
Launch of the HP Printer for localized PS drivers, localized installers
and color calibration. Furthermore, SA agree to use its best reasonable
efforts to update the OEM Product as detailed in Exhibit B, Number 3
and Exhibit E, Number 4, to be compatible with OS X, pursuant to the OS
X wording in Exhibits B and E.
6 PAYMENT
6.1 Payment HP agrees to pay SA according to Exhibit B, unless otherwise
set forth herein.
(a) Milestone payments, if any, will be made within thirty (30) days
after acceptance by HP of the Deliverables associated with such
Milestone. In the event that a Milestone is missed due to a
delay caused by HP, half of the NRE due shall be paid to SA on
the original Milestone date. The other half of the NRE in question
will be paid when the Milestone is achieved. In the event that
a Milestone is missed due to a delay caused by SA, HP shall not
make payment of the NRE, until SA achieves the Milestone.
(b) Per-unit license fees, if any, will be based on the number of HP
Printers using the Program that are sold, will be earned on the
date HP ships such HP Printer to its customer, and will be paid
quarterly within thirty (30) days after expiration of each HP
fiscal quarter. Payment of per-unit license fees shall be
accompanied by HP documentation in reasonable detail identifying
the number of units sold to each HP customer during the quarterly
period for which payment is due. No license fee shall be due (i)
for HP Printer units reasonably used for development, training or
demonstration purposes by third parties, (ii) for HP internal use,
or (iii) in the case of shipments by HP to existing owners of HP
Printers and the Program, in order to upgrade, support or maintain
the Program.
6.2 Audit. Upon fifteen (15) days prior written notice to HP, SA may, at
its own expense, appoint a nationally recognized independent auditor,
to whom HP has no reasonable objection, or designate SA's regularly
engaged certified public accounting firm, to audit and examine such
records at HP's offices during normal business hours, solely for the
purpose of confirming the accuracy of license payments hereunder. Such
audit may be made no more often than once every twelve (12) calendar
month period. In the event that an audit reveals an overpayment by HP,
SA agrees to promptly refund or credit HP for such overpaid amount. In
the event that such audit reveals an underpayment by HP, HP agrees to
pay for the audit and promptly pay SA the amount of such underpayment.
This right of audit will be subject to SA's auditor executing HP's
standard Confidential Disclosure Agreement.
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6.3 Fee Warranty. SA warrants that the amounts payable hereunder by HP are
no greater than those for any other licensee for similar quantities of
those software programs on similar non-HP hardware that correspond to
the Program under this Agreement, and SA agrees to retroactively pass
on to HP the lowest rate or price it has given to any other licensee,
commencing effectively on the date it so grants the lower rate or price
to any other licensee.
6.4 Taxes. HP will be solely responsible for taxes on amounts paid to SA by
HP under this Agreement, including all state and local use, sales,
withholding, property (ad valorem) and similar taxes, but excluding any
taxes based upon SA's net income.
7 WARRANTY AND INTELLECTUAL PROPERTY PROTECTION
7.1 General Warranty. SA warrants that it has full power and authority to
grant HP the rights granted herein and that the Program and
accompanying Documentation will be free of any and all restrictions,
settlements, judgments or adverse claims.
7.2 Program Warranty SA warrants that the Program referred to herein will
operate in accordance with and substantially conform to the
Documentation, manuals, any specifications provided or agreed to, and
any relevant data sheet or promotional literature provided by SA to HP.
Such warranty shall remain in effect for a period of ninety (90) days
from the Launch Date.
7.3 Encumbrances Warranty. SA warrants that the Program referred to herein
will be free and clear of all liens, encumbrances, restrictions, and
other claims against title or ownership, be free from any liability
for royalty payments owed to any third parties, and, to the best of
SA's actual knowledge, that the OEM Products delivered to HP will be
free of viruses.
7.4 Year 2000 Compliance Warrant SA warrants that the Program will be "Year
2000 Compliant." Year 2000 Compliant Program will perform without
error, loss of data, or loss of functionality on account of any
inability to process, calculate, compare or sequence date data
accurately. In addition, Year 2000 Compliant Program will not cause any
HP Printers in which they may be used to fail in any of the ways
described above. This 2000 Compliance warranty will remain in effect
through January 31, 2001, notwithstanding any other warranty period
specified in this Agreement.
7.5 No Infringement.
(a) SA warrants to HP that, to the extent of SA's actual knowledge,
the Program, alone or when used in combination with the HP Printer
accompanying Documentation, trademarks, copyrights and trade names
of SA referred to in this Agreement does not violate or infringe
any patent, copyright, trademark, trade secret or other
proprietary right of any third party and that SA is not aware of
any facts upon which such a claim for infringement could be based.
SA will promptly notify HP if it becomes aware of any claim or any
facts upon which a claim could be based.
7.6 Intellectual Property Protection.
(a) SA will, at HP's option, defend and hold harmless HP, and its
Subsidiaries, from any claim, suit, or proceeding alleging that the
Program, or any combination of the Program with an HP Printer, or the
Documentation, or any part thereof, or any Printer provided as part of
SA's support services furnished by SA under this Agreement constitutes
an infringement of any third party's patent, copyright, trademark,
trade name, other proprietary right, or unauthorized trade secret use.
SA agrees to pay all damages and costs awarded in a final and binding
adjudication with respect to such claim or agreed to by SA in any
settlement of that claim, up to an amount not to exceed $5,000,000
(FIVE MILLION DOLLARS).
(b) In case any Program or Documentation or any part thereof in such suit
is held to constitute an infringement and its use is enjoined, SA will,
at its own expense and at its option (i) procure for HP and its
customers the right to continue use, or (ii) if applicable, replace the
same with a noninfringing program and documentation of equivalent
function and performance, or (iii) modify them so they become
noninfringing without detracting from function or performance.
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(c) HP will give SA prompt notice of any such claim or action, and will
give SA the authority, information, and reasonable assistance (at SA's
expense) necessary to defend. If SA does not diligently pursue
resolution of the claim nor provide HP with reasonable assurances that
it will diligently pursue resolution, then HP may, without in any way
limiting its other rights and remedies, defend the claim.
(d) Notwithstanding the foregoing, SA will have no responsibility for
claims arising solely and directly from (i) unauthorized modifications
of the Program made by HP if such claim would not have arisen but for
such modifications, or (ii) unauthorized combination or use of the
Program with Printers not contemplated herein if such claim would not
have arisen but for such combination or use.
(e) SA shall have no liability for any claim arising solely and directly
from: (a) the sale or use of a superseded or altered model or release
of the Program is such infringement would be avoided by the sale or use
of a current or unaltered model or release of the Program and such
claim is based on the Program which were sold by HP after a date agreed
by both parties; (b) the operation or use of any Program furnished
under this Agreement in a manner not contemplated by this Agreement and
not otherwise authorized in writing by an authorized representative of
SA; (e) the combination or use of any Program with equipment, software
or other material not contemplated by the present Agreement and not
authorized in writing by an authorized representative of SA, if such
infringement would have not occurred but for such combination or use;
(d) any claim of infringement by the combination of the Program with
the HP Printer, if the Program alone would not infringe and
additionally the Program would not contribute to such infringement.
(f) THIS SECTION 7.6 STATES THE ENTIRE LIABILITY OF SA AND HP WITH RESPECT
TO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE
PROGRAM OR DOCUMENTATION.
7.7 Epidemic Failure Warranty. In addition to the warranties specified
herein, SA warrants the Program against epidemic failures through the
fault of SA for a period of three years after HP's acceptance of the
Complete Copy of the Program. An epidemic failure means the occurrence
of a failure resulting in 70% of the Program user base expressing
intent to return the Program for refund. In the case of an epidemic
failure through SA's fault, as SA's sole liability for a breach of the
aforesaid epidemic warrants SA shall reimburse HP for all reasonable
out-of-pocket costs incurred by HP in recalling, replacing, or
repairing the affected Programs in an amount not exceeding the amounts
paid by HP to SA under this Agreement. Epidemic failure related
reimbursements shall be made within forty-five (45) days after
receiving an itemized invoice therefore from HP with supporting
documentation in reasonable detail.
7.8 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SA MAKES NO
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE
DELIVERABLES AND/OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY SA UNDER
THIS AGREEMENT, THEIR MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR
PURPOSE.
8 TERM AND TERMINATION
8.1 Term. Unless otherwise terminated earlier under this Section 8, the
initial term of this Agreement will be twelve months after the Launch
Date for the first HP Printer unit which use the Program (the "Term").
After the initial Term, this Agreement will be automatically extended
for up to four (4) additional six-month periods, unless terminated
upon 60 days advance written notice by HP prior to expiration of the
initial Term or of any additional six-month periods. Notwithstanding,
HP shall have the right (and SA will be obligated in such regard) to
extend this Agreement for the whole manufacturing life of the HP
Printer, provided, however, such extension will not exceed two (2)
years in the absence of SA's written agreement to extend this Agreement
for a longer period.
8.2 Termination for Breach. Either party may terminate this Agreement by
written notice to the other party if the other party breaches any
material provision of this Agreement and such breach is not cured
within thirty (30) days after written notice thereof is received by the
breaching party, or if such breach cannot be cured within such thirty
(30) day period, such longer period as may be necessary to cure the
breach provided the breaching party commences such cure within such
thirty (30) days and pursues such cure diligently to completion.
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8.3 Cancellation of an HP Project. In case HP decides to cancel the
introduction of an HP Printer, HP may at its sole discretion terminate
this Agreement for the concerned Program by providing SA with thirty
(30) days prior written notice. Upon receipt of such notice, SA will
use its reasonable efforts to minimize the expenses to be incurred in
such thirty-day period. Upon termination of the Agreement, HP will
reimburse SA for the reasonable expenses actually incurred by SA under
this Agreement in connection with such Program.
8.4 Prior Termination. This Agreement may be terminated at any time upon
sixty (60) days prior written notice by either party if either party
files a voluntary petition in bankruptcy or under any similar
insolvency law, makes an assignment for the benefit of its creditors,
becomes insolvent, or if any involuntary petition in bankruptcy or
under any similar insolvency laws is filed against it, or if a receiver
is appointed for, or a levy or attachment is made against substantially
all of its assets, and such involuntary petition is not dismissed or
such receiver or levy or attachment is not discharged within ninety
(90) days after the filing or appointment thereof.
8.5 Effect of Termination.
In the event of termination by HP due to material breach of SA prior
to delivery and acceptance of the Program to HP which remains uncured
after the applicable grace period:
SA shall within fifteen (15) days deliver to HP all development
work made prior to the effective date of such termination, in
object code only, and all HP property and information in SA's
possession relating to the Program. In the event of such
termination and contemporaneously with the delivery, HP shall be
relieved of all obligations to make payments for any Deliverables
that were not accepted by HP.
SA shall make available to HP all necessary object code relating
to the development work and any related compilers, utilities,
listings or other materials necessary for HP to develop or have
developed the Program, and will grant a license to HP on the
pre-existing Program under similar license terms than the license
described in Section 4.1
In the event of HP terminates the Agreement due to a material breach
of SA after delivery and acceptance of the Program which remains
uncured after the applicable grace period:
HP shall have the right to terminate this Agreement;
any licenses granted to SA by HP hereunder shall immediately
terminate;
SA shall immediately return to HP all HP property or information
then in possession of SA,; HP will have the right of license to
use the Deliverables or the Program at least for the period of
time up to the end of the Term of the Agreement, according to
Clause 8.1; and
If HP elects not to terminate this Agreement, the rights and
licenses granted to and the obligations of HP under this
Agreement will survive so long as HP continues paying SA the
per-unit license fees agreed under this Agreement and provides SA
with at least thirty (30) days advance written notice of HP's
election to terminate this Agreement.
(c) Notwithstanding any termination of this Agreement, all
sublicenses granted to end users for use of the Program and for
which SA has been compensated under Section 6 of this Agreement
will survive.
8.6 Survival. Notwithstanding any termination of this Agreement, the
provisions of this Agreement regarding, payment, support, warranty,
indemnification, liability, confidentiality, effect of termination and
the miscellaneous provisions will survive for a period of two (2) years
from the termination date.
9 LIABILITY
9.1 Indemnity. Either party agrees, at its sole expense, to indemnify,
defend, and hold the other party, its agents, employees,
10
successors and assigns, harmless for, and forthwith reimburse such
party, its agents, employees, successors and assigns, for any loss,
cost, damage or expense (including reasonable attorney's fees, expert
fees and other reasonable costs of litigation) up to the amount paid
by HP to SA on the project covered under the Agreement (including
NRE's and license fees during the term of the Agreement), arising from
the breach by the other party of any of its obligations under the
terms and provisions of this Agreement.
9.2 Force Majeure. Neither party shall be liable for any failure or delay
in its performance under this Agreement to the extent that such
performance is rendered impossible due to acts of God, acts of civil or
military authority, fires, floods, earthquakes or other similar
situations as far as:
(a) the force majeure situation (i) was not reasonably foreseeable
when the agreement was made, (ii) is beyond the control of the
non-performing party and (iii) is not caused by the negligence or
willful misconduct of such party; and
(b) the non-performing party (i) has taken all reasonable steps to
avoid or mitigate such situation and its consequences, (ii) has
not defaulted in performing the obligation before the events
occurs, (iii) makes all reasonable efforts to remedy such delay in
its performance, including but not limited to actions under
business recovery plan, (iv) gives the other party immediate
written notice of such actual or potential situation cause, and
(v) promptly provide any further information in relation to the
delay that the other party reasonably requires.
If performance is delayed for a continuous period of 1 month or it is
foreseen that performance for a continuous period of three (3) months,
the party to whom performance is owed may terminate part or in full
this Agreement by written notice to the other party.
9.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS
EXPRESSLY PROVIDED OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY WILL
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF THE OTHER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS)
ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF
THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER
SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL
THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE ABOVE, SAID LIMITATION OF LIABILITY IN NO MANNER
REDUCES OR LIMITS SA'S OR HP'S LIABILITIES AND INDEMNITIES UNDER
SECTION 7.6 ABOVE OR THE PARTIES' OBLIGATIONS UNDER SECTION 10.3 OF
THIS AGREEMENT.
10 CONFIDENTIAL INFORMATION
10.1 The Program. The Program in object code form and related Documentation
provided to HP hereunder are deemed non-confidential, and HP is not
under any obligation to SA to restrict access to or use of such Program
in object code form or related Documentation, provided HP complies with
the terms of this Agreement.
10.2 Confidential Information. During the term of this Agreement, either
party may receive or have access to technical information, as well as
information about product plans and strategies, promotions, customers
and related non-technical business information which the disclosing
party considers to be confidential ("Confidential Information"). In the
event such information is disclosed, the parties shall first agree to
disclose and receive such information in confidence. If then disclosed,
the information shall (i) be marked as confidential at the time of
disclosure, or (ii) if disclosed orally but stated to be confidential,
be designated as confidential in a writing form by the disclosing party
summarizing the Confidential Information disclosed and sent to the
receiving party within a reasonable period of time after such oral
disclosure. Notwithstanding any provision to the contrary, all object
code provided by SA or HP to the other, and all business information
with respect to any unpublished SA or HP products, are deemed
Confidential Information for the purposes of this Section 10.
11
It is expressly agreed that at least the following information will be
deemed as HP Confidential Information for the purposes of this Section
10, whether identified in written as confidential or not:
ERS (External Reference Specifications) documents
Interface Specification PCL3GUI and PJL interface,
compression/filtering, printmodes description, color calibration
process, HP jetadmin
HP Printer and related printing supplies development and manufacturing
plans (volumes, pricing strategy, intro dates, features, etc), while
not public
HP formulation of color conversion (CMYK to CMY conversion formula)
10.3 Protection of Confidential Information. The receiving party will
protect any such Confidential Information of the disclosing party from
unauthorized disclosure to third parties with the same degree of care
as the receiving party uses for its own similar information for a
period of five (5) years from the date of disclosure, unless otherwise
provided in this Agreement. The foregoing restriction will not apply to
any information which is (i) already known by the receiving party prior
to disclosure, (ii) independently developed by the receiving party
prior to or independent of the disclosure, (iii) publicly available,
(iv) rightfully received from a third party without a duty of
confidentiality, (v) disclosed under operation of law without
imposition of further confidentiality requirements of the recipient of
the Confidential Information, or (vi) disclosed by the receiving party
with the disclosing party's prior written approval.
11 MISCELLANEOUS CLAUSES
11.1 Publicity. SA and HP agree not to publicize or disclose the existence
or terms of this Agreement to any third party without the prior written
consent of the other party except as required by law, as expressly
permitted in this Agreement or, in the case of SA, as otherwise deemed
necessary by SA or HP in connection with disclosure to shareholders,
governmental or other regulatory organizations, and/or SA's
professionals, subcontractors or consultants. SA will not publicly
acknowledge that it is the source of the Program except as aforesaid.
In particular, no press releases shall be made without the mutual
written consent of each party. In order to minimize the risk of
unintentional disclosures of this Agreement by HP, HP will use its
reasonable efforts to inform its employees about the confidential
nature of this Agreement.
11.2 Notices. All notices to be given under this Agreement must be in
writing addressed to the receiving party's designated recipient
specified in Exhibit F. Notices are validly given upon the earlier of
confirmed receipt by the receiving party or three days after dispatch
by courier or certified mail, postage prepaid, properly addressed to
the receiving party. Notices may also be delivered by telefax and will
be validly given upon written confirmation of receipt. Either party may
change its address for purposes of notice by giving notice to the other
party in accordance with these provisions.
11.3 Exhibits. Each Exhibit attached to this Agreement is deemed a part of
this Agreement and incorporated herein wherever reference to it is
made.
11.4 Independent Contractors. The relationship of the parties established
under this Agreement is that of independent contractors and neither
party is a partner, employee, agent or joint venturer of or with the
other.
11.5 Assignment. Neither party may, directly or indirectly, in whole or in
part, neither by operation of law or otherwise, assign or transfer this
Agreement or delegate any of its obligations under this Agreement
without the other party's written consent. Any attempted assignment,
transfer or delegation without such prior written consent will be void.
Notwithstanding the foregoing, either party, or their permitted
successors, assignees or transferees, may assign or transfer this
Agreement or delegate any rights or obligations hereunder without
consent, but with at least thirty (30) days advance and written notice
to the other party: (1) to any entity controlled by, or under common
control with, HP the assigning party, or its permitted successive
assignees or transferees; or (2) in connection with a merger,
reorganization, transfer, sale of assets or product lines, or change of
control or ownership of the assigning party, or
12
its permitted successive assignees or transferees. No such assignment
shall constitute a release of the assigning party's obligations,
duties and responsibilities under this Agreement. In addition, SA
shall have the right to assign its rights to receive any payments from
HP under this Agreement, prior communication of at least thirty days
(30) days to HP. Without limiting the foregoing, this Agreement will
be binding upon and inure to the benefit of the parties and their
permitted successors and assigns.
11.6 No Waiver. The waiver of any term, condition, or provision of this
Agreement must be in writing and signed by an authorized representative
of the waiving party. Any such waiver will not be construed as a waiver
of any other term, condition, or provision except as provided in
writing, nor as a waiver of any subsequent breach of the same term,
condition, or provision.
11.7 Best Efforts Obligation. Except as expressly provided herein, HP may at
its sole discretion decide whether or not to use or distribute the
Program, as it deem appropriate. Nothing in this Agreement shall be
construed or interpreted as placing a "best effort" standard upon HP
with respect to the use and distribution of the Program.
11.8 Non-Restrictive Relationship. Nothing in this Agreement shall be
construed to preclude HP from independently developing, acquiring from
other third parties, distributing or marketing other products which may
perform the same or similar functions as the Program provided under
this Agreement.
11.9 Export Control. The parties agree to comply with all applicable United
States laws and regulations that may govern the export of Program
abroad, including the Export Administration Act of 1979, as amended,
any successor legislation, and the Export Administration Regulations
issued by the Department of Commerce.
11.10 Definition of Days. All references in this Agreement to "days" will,
unless otherwise specified herein, mean calendar days.
11.11 Headings. The Section headings used in this Agreement are for
convenience of reference only. They will not limit or extend the
meaning of any provision of this Agreement, and will not be relevant in
interpreting any provision of this Agreement.
11.12 Severability. If any provision in this Agreement is held invalid or
unenforceable by a body of competent jurisdiction, such provision will
be construed, limited or, if necessary, severed to the extent necessary
to eliminate such invalidity or unenforceability. The parties agree to
negotiate in good faith a valid, enforceable substitute provision that
most nearly effects the parties' original intent in entering into this
Agreement or to provide an equitable adjustment in the event no such
provision can be added. The other provisions of this Agreement will
remain in full force and effect.
11.13 Marketing Authority. Subject to the terms and conditions contained in
this agreement, HP shall have the worldwide, nontransferable,
non-exclusive right to market the New HP Printer bundling the Program,
provided that such marketing is consistent with the terms of this
Agreement. Without limiting the generality of the foregoing sentence,
nothing in this Agreement will be construed or interpreted to place a
"best effort" obligation upon HP with respect to marketing the HP
printers and the Program or preclude HP from independently, developing,
purchasing, licensing or marketing any product which performs the same
or similar function of the Program.
11.14 Entire Agreement. Except as expressly provided for in this Agreement
neither party has, in executing this Agreement, relied upon any
representation or other statement made by the other party or the other
party's agents, representatives, employees, or attorneys. This
Agreement represents the entire agreement between the parties with
respect to its subject matter, and supersedes all prior communications,
understandings, or agreements, whether oral or written. For purposes of
construction, this Agreement will be deemed to have been drafted by
both parties. No modification of this Agreement will be binding on
either party unless in writing and signed by an authorized
representative of each party.
11.15 Governing Law. This Agreement will be governed in all respects by the
laws of the State of New York without reference to any choice of laws
provisions.
11.16 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original.
13
Agreed:
HEWLETT-PACKARD COMPANY Scanvec Amiable, Inc.
By: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- -----------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Print Name: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
----------------------- ---------------------------
Title: Controller Title: President
---------------------------- --------------------------------
Exhibits
--------
Exhibit A - Description of Program and Specifications
Exhibit B - Pricing
Exhibit C - Training
Maintenance and Support
Exhibit D - Development Program
Exhibit E - Quality Plan
Exhibit F - Relationship and Account Managers
Exhibit G - Epidemic Failures
Exhibit H - HP Software License
Exhibit I - External Reference Specifications
14
EXHIBIT A
DESCRIPTION OF PROGRAM AND SPECIFICATIONS
The program consists of a PostScript printer driver utilizing standard Macintosh
and Windows user interfaces. It is a software printing solution for the HP Hydra
Printers in localized Roman and Asian languages ("Hydra PS Lite RIP"). Hydra PS
Lite RIP is a printing driver incorporating a true Adobe PostScript 3
interpreter.
The parties may, from time to time, add other programs to this Exhibit upon
written agreement; in such case, "Program" or "Software" shall then also apply
to such other programs.
The Hydra PS Lite RIP is based on a driver approach that allows the user to
print from a variety of applications. The user interface is identical to that of
a standard printer driver, with the power of a full Adobe PostScript Raster
Image Processor. It is developed for both Windows and Macintosh, and each
version is self-contained. There is no need to connect to a Windows computer to
print from a Macintosh and vice versa.
Based on HP External Reference Specification (see Exhibit I), SA and HP have
agreed on the following requirements:
Dedicating Engineers (per HP's request) without affecting other HP
development timelines
Incorporation of PDF 1.3 printing
PCL-3 drivers
Enhancing Preview functions
Pantone certification: HP is leading this and is open to being charged if
this issue and negotiation requires time or resources from SA.
Software localization
Document localization
KCMY to CMY transformation for glossy media
Close Loop Color calibration
Summary of key program features:
Adobe PostScript Level 3 w/PDF 1.3 printing
ICC profile support
ColorSync(TM) support
Print Management
Job Management
Thumbnail previews
Paper layout preview
Extensive media support
Extensive font support
Pantone(TM) certification
15
LOCALIZATION
SA will translate the English version into the following languages:
Spanish
French
Italian
German
Japanese
Korean
Traditional Chinese
Simplified Chinese
SA will localize the following materials:
ReadMe
Install CD Booklet
Multilingual document
Both Mac and Windows
Online Help
User Guide
Separate for both Mac and Windows
Installation Guide
The localization process will begin once English software and documentation have
been passed the QA process and HP approves all English documentation and
software terminology. The localization process will be a two-phase approach that
means the software will be completed first, followed by an HP review process.
After HP approves all software terminology, documentation will be localized as
the second phase. All documentation will then be reviewed by HP. Time frame
estimation for localization phase is 45 to 60 days. The English version has to
work with any localized Operating System.
In accordance with HP test plan (Exhibit E), localization will include testing
of software on local language operating systems, including:
Macintosh OS - 8.1, 8.5, 8.6, 9.0
Windows - 95, 98, NT4.0 Workstation, 2000
FEATURES
Hardware Requirements
32 MB RAM
400 MB available hard disk space
Macintosh PowerPC, iMac or compatible Power PC
IBM PC compatible
Operating Systems
Power Macintosh 8.5, 8.6, 9.0
Windows 95
Windows 98
NT4.0 Workstation
W2000
Drivers
Adobe PS4.4 for Windows 95/98 (EFGIS+J and KCT)
Adobe PS5.1 for WinNT4.0
Microsoft PScript for WinNT4.0 (KCT)
Microsoft PScript for W2000 (localizations available)
Adobe PS8.7 for Macintosh (EFGIS+J and KCT)
16
Languages
True Adobe PS3 (except in WinNT 4.0 for KCT)
PDF 1.3 and previous (PS3 only)
Input file formats
EPS
PS
TIFF
JPEG
PDF
BMP (Windows Only)
Color Management
Lightness/Darkness Control
CMYK Percentage Control
Built-in ICC output profiles (HP media only)
Support for ICC profiles and CRDs (HP media)
ColorSync(TM) compatible
Pantone (TM) Look up tables
Ink press emulations for SWOP, EuroScale, Toyo and DIC
Print as grayscale (Mono) option
Print Management
Rotate in 90 degree increments
Mirror Image
Multiple Copies
Resizing and Scaling by percent
Fit to Page
Center Image on Page
Support for ANSI, JIS, Arch page sizes
Custom Page Sizes (for Win95 and Mac only)
Full Bleed
Job Control
Cut after Print
Pause/Delete Print Jobs
Thumbnail File Preview
Page Layout Preview.
Job Queuing
Queue Status
Filename, # copies, print mode, media, status
Job Information Status Append
jobs to Queue
Print modes
Fast/Normal/Best/Superbest
CAD selection
2 Stochastic dithering algorithms
Max. 600 dpi data resolution (halftoned 1200x600)
KCMY contone 32bpp raw data format
17
Long-axis Printing
Sheet: 1.625m (64 inches)
Roll: 15.2m (50 feet)
Media Support
Uncoated: Opaque bond, HP vellum, HP Natural Tracing, HP Translucent Bond
Coated: Coated, Heavy Coated
Glossy: Photobase glossy, satin
Film: HP Clear film
Font Support
136 Roman fonts (PostScript 3 only)
2 Japanese Morisawa fonts
2-byte support for Asian fonts
Font-Mapper tool for Mac (CTK versions only)
TrueType
OpenType
OCF
CID
Connectivity
HP JetDirect EX with JetAdmin on Mac (Appletalk and TCP/IP) and Windows
(TCP/IP)
Direct (parallel) on Windows
USB port on Mac/Windows
18
EXHIBIT B
PRICING
1. LICENSE FEE
The per-unit license fee for the Program shall depend on the number of copies
distributed by HP (including HP's subsidiaries, affiliates, divisions and
permitted sublicensees), as detailed below:
HP Product units Fee per unit
0-5,000 [information redacted]##
5,001 - 12,000 [information redacted]##
12,001+ [information redacted]##
This price is inclusive of Adobe Postscript. It is inclusive of all fonts,
except for Japanese version, for which additional purchase of fonts will be
required by Adobe Systems, Inc. HP may choose two Morisawa fonts at [information
redacted]## or two Heisei fonts at [information redacted]##.
2. MINIMUM LICENSE FEE
HP agrees to pay a minimum license fee of [information redacted]## units
[information redacted]## to SA within one year after the Launch of HP printer,
to be invoiced by SA quarterly. If more than [information redacted]## units were
sold during this first year of sales, the amount due would be the one
corresponding to the license fees for the number of units sold, which would be
higher than [information redacted]##.
If less than [information redacted]## units were sold, HP will pay to SA the
difference between [information redacted]## as set forth above and the amount of
license fees paid for the units sold during the first year of sales. The payment
would be made within 30 days after receipt of the appropriate invoice from SA.
Such license fee prepayment shall be applied by HP against payments of the
following years of sales due to SA under this Agreement (either for copies of
the Program or for Morisawa fonts) and shall not be applied against quarterly
license fees payable by HP to SA during the first year of sales pursuant to
Section 6.1 (b) of this Agreement.
3. NON-RECURRING ENGINEERING (NRE) CHARGES
NRE charges agreed by the parties amount to [information redacted]## which shall
be paid by HP to SA, according to the following deliverables schedule (prior
reception by HP of the appropriate invoice):
[Information redacted]## 30 days after Beta release in English version;
[Information redacted]## within 30 days of the delivery of the Complete
Copy of the Program in the English version.
[Information redacted]## within 30 days of the delivery of FIGS/J gold
master HP Product, planned on 16-Oct-00
[Information redacted]## within 30 days of the delivery of KCT Gold Master,
planned on 16-Oct-00
The [information redacted]## NRE charges is based on the following assumptions:
Design and Development: SA estimates that this project will be 9 man-months of
R&D resources. The required expertise includes:
PC drivers
Mac drivers
Color
Adobe CPSI
RIP
-------------------
## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
19
Project Management
A simplified installer compared to that provided for the 488 project, that will
guarantee clean un-installation and reinstallation.
HP's requirements is that no existing HP projects, resources, or schedules will
be disrupted by this Development Program unless caused or created by HP.
[Information redacted]## man-months = [information redacted]## man-hours
(at [information redacted]##/hour) = [information redacted]##
QA & DTP application testing : SA estimates that this project will be 5
dedicated man-months of QA resources. Quality assurance testing of different
software applications, different computer hardware environments, OS language
environments etc. Reference HP Test Plan (Exhibit E). Does not include the cost
of obtaining (buying) software applications.
[Information redacted]## man-months = [information redacted]## man-hours
(at [information redacted]##/hour) = [information redacted]##
Localization - This cost is relatively fixed and includes translation of
software of User Guides, installation instructions, ReadMe, Install CD, and
Online Help. These localizations are for both Macintosh and Windows. The unit
cost is [information redacted]## per language.
8 non-English languages = [information redacted]##
(French, Italian, German, Spanish, Japanese, Korean, Chinese-Simplified,
Chinese-Traditional)
4. OPTIONAL FEES
In the case of requiring more features, HP would pay SA the following amounts:
Profile creation - In the case of changing one of the following variables:
Ink, Media, Resolution, and Dithering pattern, the NRE cost would be:
Per-profile creation = [information redacted]##
Closed loop color calibration - The NRE would be:
[information redacted]## man-month = [information redacted]## man-hours
(at [information redacted]##/hour)= [information redacted]##
Some variables may prompt an update of the OEM Product:
Macintosh OS X
localized Adobe PS drivers
localized Adobe installers
color calibration via bi-directional printer communication
New NRE's will be proposed at that time per HP's request.
4. LICENSE FEE CALCULATION
License fees will be calculated on a quarterly basis based on number of HP
Products shipped by HP during each HP fiscal quarter. HP will provide SA a
quarterly licensing report within 15 days after the end of HP's fiscal
quarter listing total units sold broken out by Japan and the rest of the
territory and license fees due.
At the end of the first year of sales, an accounting will be prepared to
verify the attainment of the minimum license fees agreed under this
Agreement.
-------------------
## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
20
5. LICENSE FEE PAYMENT
All license fees due in accordance with the term of this Agreement shall be paid
in US Dollars within 30 days after the end of the HP fiscal quarter, prior
reception of the appropriate invoice by HP.
SA shall send its invoices at the following address:
Hewlett-Packard Company
Attn. ▇▇▇▇▇ ▇▇▇▇▇▇▇ 15AC
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇.▇.
21
EXHIBIT C
TRAINING
MAINTENANCE AND SUPPORT
TRAINING
1 - The training material must be developed by SA with HP Sales Support. Some
checkpoint dates will be defined and agreed during the development of this
material, for HP support review. A first draft of the training material has been
submitted to HP.
2 - The final training material must be delivered from SA to HP before July 31st
2001.
3 - HP will train the different CCC with the material delivered by S.A., and HP
will have the right to change, modify, add or delete any information HP consider
necessary, with the agreement of SA.
4 - No training will be required on color profiling
5 - The training material should cover, but not be limited, to the following:
Objectives of the RIP: What RIP can and can't do
Installing/uninstalling the RIP
RIP functions
RIP as a driver. How to create a Desktop printer. How to create a
Windows printer.
Printing from applications: PhotoShop, CorelDRAW!, QuarkXpress, Illustrator,
FreeHand
The training subjects will be complemented by SA with HP Sales Support. All
training materials are to be provided by SA in written format.
2. MAINTENANCE AND SUPPORT
Telephone Technical Support. SA agrees to provide telephone technical support,
during normal business hours of SA, to designated employees of HP and regarding
certain customer situations that HP cannot resolve on their own. Initial
response time for telephone technical support will be 24 hours. HP is
responsible, at its cost, for providing technical support to its customers and
end-users that acquire copies of the Program.
"Bug" Fixes. SA agrees to use its reasonable efforts to remedy any bugs in the
Program as soon as possible. In cases where severity assigned to the bug is 7 or
higher or the bug represents a substantial risk to the sales and/or business of
HP, SA will make all its reasonable efforts to provide a remedy within 14
business days from the HP notices advising the bug. For other bugs, SA will make
reasonable efforts to provide remedies during the next scheduled update.
Support process. The support process is described in the following flow chart:
22
EXHIBIT D
DEVELOPMENT PROGRAM
MILESTONE SCHEDULE
Milestone
Specifications agreed upon
Technical Specs/testing plan ready
Contract Signed
Start of project
Receive prototype
ICD closed loop color decision
Alpha Release English
1st draft training Documentation
Beta Release English
Final training Documentation
English Release Candidate
Draft of English documentation
English Gold Master
Start FIGS/J localization
Start KCT localization
FIGS/J Release Candidate
Drafts of FIGS/J Release
Candidates
FIGS/J Gold Master
KCT Release Candidate
Drafts of KCT Release Candidates
KCT Gold Master
23
This time schedule is subject to change and revision as mutually determined by
HP and SA.
24
EXHIBIT E
QUALITY PLAN
The quality plan is described in the following Test Specification:
--------------------------------------------------------------------------------
Hydra PostScript Lite: software RIP for Hydra
Test Specification
Version 1.2
Authors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date: 2/May/00
Distribution List:
▇▇▇▇▇▇ ▇▇▇▇▇ - PostScript Group Manager
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Postscript Solutions Engineer
▇▇▇▇▇▇▇ ▇▇▇▇▇ - Technician
Scanvec-Amiable representatives
--------------------------------------------------------------------------------
References:
Hydra PostScript Lite: External Reference Specification
Hydra PostScript Lite: Interface Specification
--------------------------------------------------------------------------------
Changes History:
Revision 270600 Page 25 of ?
Version 1.0 6/Mar/00 First version
Version 1.1 8/Mar/00 Changed to Adobe PS 4.4 and 8.7
Version 1.2 2/May/00 Added QA requirements
Revision 270600 Page 26 of ?
TABLE OF CONTENTS
1. INTRODUCTION ...........................................................23
2. TEST SCOPE .............................................................23
3. RESOURCES ..............................................................24
4. AREAS NOT TO BE TESTED .................................................24
5. AREAS TO TEST ..........................................................24
5.1. INSTALLATION ......................................................24
5.2. FILE/JOB PROPERTIES ...............................................24
5.3. PRINTING FOR TIER 1 APPLICATIONS ..................................24
5.4. PRINT QUALITY .....................................................25
5.5. FIRMWARE INTERACTION ..............................................25
5.6. CONNECTIVITY ......................................................25
5.7. DOCUMENTATION . ...................................................25
5.8. LOCALIZATION ......................................................25
5.9. FONT DOWNLOADING ..................................................25
5.10.FONTMAPPER TOOL ...................................................26
5.11.TEST SCENARIOS ....................................................27
6. QA PROCESS..............................................................29
6.1. SCANVEC-AMIABLE RESPONSIBILITIES ..................................29
6.2. HP RESPONSIBILITIES ...............................................29
6.3. DEFECT REPORT......................................................29
6.4. ACCEPTANCE CRITERIA................................................29
Revision 270600 Page 27 of ?
1 Introduction
This document describes the Quality-testing Plan for the Hydra Postscript Lite
solution. It is intended to document the overall quality expectations as well as
the focus areas of the project from the software RIP point of view.
The Hydra PS Lite solution consists of
Hydra base printer (24" and 42" sizes)
Adobe PS drivers
Scanvec-Amiable's software RIP, bundled with the printer in CD
Optionally: JetDirect EX device, to connect the printer to a LAN
Readme, on-line help, User and Installation guides for RIP software
Please, look at the latest version of the "Hydra PS Lite External specification"
for a description of product features.
In short, this product is very similar to the HP DesignJet 488 previous product
developed by Scanvec-Amiable for HP, the main differences are:
Sizes are 24" and 42" instead of D and E
Higher resolution printmodes
USB support
Print as grayscale
New versions of Adobe PS drivers
No Advisor installation screens
PCL3GUI instead of RTL
KCMY contone
Compression of raster data
In the next table you will see the list of Adobe PS drivers to customize. Notice
that we will provide 2 different solutions for different localization groups.
--------------------------------------------------------------------------------
Mac EFGISJKCT Adobe PS 8.7 + PPD
--------------------------------------------------------------------------------
Windows 9X EFGISJKCT Adobe PS 4.4 + PPD
--------------------------------------------------------------------------------
Windows NT 4.0 EFGIS and Japanese Adobe PS 5.1 + PPD
--------------------------------------------------------------------------------
Korean, Simplified and Traditional Chinese MS PScript + PPD
--------------------------------------------------------------------------------
Windows 2000 EFGISJKCT MS PScript + PPD
--------------------------------------------------------------------------------
2 Test scope
System Test Goals
Focus on the software RIP solution.
Test driver + PPD, applications, software RIP and firmware interaction.
Strong test for the English version
Sanity test for the following localizations: French, German, Spanish, Italian
and Japanese.
Specific test for the following localization's (they are based on different
implementation): Korean, Simplified and Traditional Chinese
Focus on top applications, using the version recommended in this document or
later
Revision 270600 Page 28 of 1
Beta, Release Candidates and GoldMaster versions of the software RIP
The priority and effort in testing the different platforms will be as following:
------------------------------------------------------------------------------------------------
MAC G3 or G4 MAC OS 8.6 Sanity test
------------------------------------------------------------------------------------------------
MAC OS 8.5 Sanity test
------------------------------------------------------------------------------------------------
MAC OS 8.1 Sanity test for Asian localizations
------------------------------------------------------------------------------------------------
MAC OS 9 Strong test
------------------------------------------------------------------------------------------------
iMAC MAC 0S 9 Sanity test
------------------------------------------------------------------------------------------------
Kayak XU or similar PC Windows 98 Strong test
------------------------------------------------------------------------------------------------
Windows 95 Sanity test
------------------------------------------------------------------------------------------------
Windows NT 4.0 Strong test
------------------------------------------------------------------------------------------------
Windows 2000 Sanity test
------------------------------------------------------------------------------------------------
3 Resources
According to the description above, ScanvecAmiable's QA leader will setup the
right infrastructure (hardware, Operating Systems, applications in the different
languages) in his site in order to implement all the testing scenarios.
4 Areas NOT to be Tested
Old versions of applications. Latest version in the market will be the
application to choose. For some localization the latest version available could
be different to the English one.
Registration application
Windows 3.1, Windows NT 3.51
Tier 2, 3 applications
MAC OS 8.0 and previous versions
MAC OS X
5 Areas to Test
The test is going to check different scenarios organized in major feature groups
described below.
5.1 Installation
Revision 270600 Page 29 of 1
Ensure that every installation options work in the proper way. The test will
ensure that the files are installed in the correct place. We will test also
common use scenarios of the installer like reinstalling and installing over a
previous version of the driver.
This test will be run on all localizations also, for all the hardware platforms,
as described below.
5.2 File/Job properties
Test printing features added in the printing solution that are commonly used by
the users like custom pages, scaling, rotation, copies, etc. We will test these
options with a known application that generates Postscript properly, like
Illustrator, and others that bypasses some driver options like PageMaker.
5.3 Printing for tier 1 applications
Printing with combinations of HP added features, simple plots, using tier 1
applications. This test is intended to find out interactions between
applications and the software RIP solution. This test will be done manually.
The test will verify printing from graphic arts applications, as well as
drag-and-drop of print files. In general, we will try to use the latest version
available in the market, and the new versions that we could obtain in a beta
stage.
Below you have a table with the applications and versions to be tested on each
operating system platform. The localizations will be testing always using the
localized operating system with the localized application, so, we will not test,
for instance, PhotoShop in English on the W95 Korean version.
--------------------------------------------------------------------------------
MAC OS 8.1 Adobe PhotoShop 5.X 5.0
Adobe PageMaker
Adobe Illustrator
FreeHand 4.0
QuarkXpress
--------------------------------------------------------------------------------
MAC OS 8.5.1, or Adobe PhotoShop 5.0
MAC OS 8.6, or Adobe PageMaker 6.5 6.5
MAC OS 8.7 Adobe Illustrator 8.0 8.0 8.0
Adobe InDesign 1.0
FreeHand 4.0
QuarkXpress
--------------------------------------------------------------------------------
Windows 95, or 98. PhotoShop 5.5 5.5 5.5
--------------------------------------------------------------------------------
Windows NT4.0 or PhotoShop 5.0
--------------------------------------------------------------------------------
5.4 Print quality
There are a set of Print modes to select according to the QA required by the
user. The options are: Fast, Normal, Best, also you could modify the Print mode
by using the options:
"Maximum detail" for higher resolution modes
"Optimize for CAD drawings" to run specific CAD print modes.
Revision 270600 Page 30 of 1
5.5 Firmware interaction
Test interaction between SW RIP settings and printer settings (selected in the
printer's front panel), check that there are not unexpected interactions.
5.6 Connectivity
Will test printing through different protocols (Parallel, Appletalk, USB and
TCP/IP). The 10 options to test are going to be different for MAC and Windows:
-------------------------------------
MAC V V
-------------------------------------
Windows V V V
-------------------------------------
5.7 Documentation.
Check that all documentation in all languages is readable and the help is
integrated with the driver. Also check that text and screen shots are
synchronized and using the same terminology.
The documentation will be:
Readme
On-line help
Installation Guide
User Guide
5.8 Localization
We are assuming that in most of the cases the driver software is similar to the
English version except for localized strings on the user interface and PPD. So,
most of the work will consists on inspection of user interface dialog boxes to
ensure that the strings fit in the dialog boxes. Also a simple plot will be
printed, to ensure that translated strings inside the PPD do not break
functionality.
In the case of Asian localization using different Adobe or Microsoft drivers,
also the functionality must be tested.
5.9 Font downloading
Check that PostScript fonts work properly
Japanese Morisawa fonts
Korean (Sandoll, Hancom, Yoon), Simplified Chinese (Hanyi, Founder) and
Traditional Chinese (Arphic) Font Mapper for Korean and Chinese versions
Check that Truetype and Opentype fonts work properly.
5.10 FontMapper tool
This functionality will be implemented only for Korean and Chinese MACINTOSH
versions, so it requires an additional test.
There will be additional documentation for this Font Mapper tool.
Revision 270600 Page 31 of 1
5.11 Test scenarios
Below there is a description of the different scenarios for the solution for
FGIS and Japanese localizations.
---------------------------------------------------------------------------------------------------------------------
Scenario Identification ▇▇▇▇▇ ▇▇▇▇▇_▇.▇ iMac MAC 8.5 98 95
---------------------------------------------------------------------------------------------------------------------
Hardware G3 G3 iMac 8500 Kayak XU Kayak XU
---------------------------------------------------------------------------------------------------------------------
Operating System MacOS 9 MacOS 8.6 MasOS 9 MacOS 8.5 ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------------------------------------------------------------------------------
Printer IO USB Appletalk USB AppleTalk TCP/IP Parallel/USB
---------------------------------------------------------------------------------------------------------------------
Installation
Installation/Printing on clean machine V V V V V V
Reinstallation, and print V V V V V V
Check registry entries and file installations V V V V V V
Check installation of HP ICC and Colorsync V V V V V V
Preview functionality
Check all the options V V
Multipage preview V V
Use Show Preview check box options V V
File Job properties
Resizing, Scaling, Fit to page produces V V
Each imaging print mode works properly: fast, V V
Pages Width and length are correct as you V V
Custom page size definition V V
Mirror and rotation works properly V V
Stress by sending a lot of jobs to print V V
Nesting V V
N copies and N up pages V V
Printing from Tier 1 Apps
ICC profile selection in Application and RIP V V
Custom page + scale to custom V V
Multipage printing V V
Connectivity
Test IPX connection V V
Remote queue (MAC client to MAC server) V V
W98 client to Windows RIP server
Color management
Color Management done by Application V V
Color Management done by SW RIP V V
Pantone Colors matching V V
Color Adjustment controls work properly V V
Rendering Intents V V
Print As ▇▇▇▇ ▇ ▇
Firmware interaction
Interaction with front panel settings on V V
Documentation (English)
Launch HP Help from the RIP V V
Review Installation/User Guides V V
Review on-line Help and Readme files V V
Localization ( FGIS and Japanese)
Install + Print + Check UI V V V V V V
Check documentation V V V
Font downloading
PostScript, Truetype and Opentype fonts V V V
---------------------------------------------------------------------
Scenario identification NT W2000
---------------------------------------------------------------------
Hardware Kayak XU Kayak
---------------------------------------------------------------------
Operating System WinNT4.0 W2000
---------------------------------------------------------------------
Printer IO TCP/IP USB
---------------------------------------------------------------------
Installation
Installation/Printing on clean machine V V
Reinstallation, and print V V
Check registry entries and file installations V V
Check installation of HP ICC and Colorsync V V
Preview functionality
Check all the options V
Multipage preview V V
Use Show Preview check box options V
File Job properties
Resizing, Scaling, Fit to page produces V
Each imaging print mode works properly: fast, V V
Pages Width and length are correct as you V
Custom page size definition V
Mirror and rotation works properly V
Stress by sending a lot of jobs to print V
Nesting V
N copies and N up pages V
Printing from Tier 1 Apps
ICC profile selection in Application and RIP V V
Custom page + scale to custom V V
Multipage printing V V
Connectivity
Test IPX connection V V
Remote queue (MAC client to MAC server)
W98 client to Windows RIP server V V
Color management
Color Management done by Application V
Color Management done by SW RIP V
Pantone Colors matching V
Color Adjustment controls work properly V
Rendering Intents V
Print As ▇▇▇▇ V
Firmware interaction
Interaction with front panel settings on V V
Documentation (English)
Launch HP Help from the RIP V V
Review Installation/User Guides V V
Review on-line Help and Readme files V V
Localization ( FGIS and Japanese)
Install + Print + Check UI V V
Check documentation V V
Font downloading
PostScript, Truetype and Opentype fonts V V
Revision 270600 Page 32 of 1
Below there is a description of the different scenarios for the solution for KCT
localizations.
In the testing you should use the locale operating system jointly with the
localized applications, for instance, Photoshop Korean version is to be tested
on MAC OS Korean version.
The Simplified Chinese localization will be intensevely tested, and there will
be a light test for the Korean and Traditional Chinese localizations.
---------------------------------------------------------------------------------------------------------------------
Scenario identification ▇▇▇▇▇ ▇▇▇▇▇_▇.▇ iMac MAC 8.1 98 95
---------------------------------------------------------------------------------------------------------------------
Hardware G3 G3 iMac 8500 Kayak XU Kayak XU
---------------------------------------------------------------------------------------------------------------------
Operating System MacOS 9 MacOS 8.6 MasOS 9 MacOS ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------------------------------------------------------------------------------
Printer IO USB Appletalk USB AppleTalk TCP/IP Parallel/USB
---------------------------------------------------------------------------------------------------------------------
Installation
Installation/Printing on clean machine V V V V V V
Reinstallation V V V V V V
Installation with previous driver and print V V V V V V
Removing previous driver and print V V V V V V
Check installation of HP ICC and Colorsync V V V V V V
Preview functionality
Check all the options V V V
Multipage preview V V V
Use Show Preview check box options V V V
File Job properties
Resizing, Scaling, Fit to page produces V V V
Each imaging print mode works properly: fast, V V
Pages Width and length are correct as you V V
Custom page size definition V V
Mirror and rotation works properly V V
Stress by sending a lot of jobs to print V V
Nesting V V
N copies and N up pages V V
Printing from Tier 1 Apps
ICC profile selection in Application and RIP V V V V
Custom page + scale to custom V V
Multipage printing V V
Connectivity
Test IPX connection V V
Remote queue (MAC client to MAC server) V
W98 client to Windows RIP server
Color management
Color Management done by Application V V
Color Management done by SW RIP V V
Pantone Colors matching V V
Color Adjustment controls work properly V V
Rendering Intents V V
Print As ▇▇▇▇ ▇ ▇
Documentation (Simplified Chinese)
Launch HP Help from the RIP V V
Review Installation/User Guides V V
Review on-line Help and Readme files V V
Localization (KT)
Install + Print + Check UI V V V V V V
Check documentation V V V
Fonts downloading
Font mapper tool V V
PostScript, Truetype and Opentype fonts V V V
---------------------------------------------------------------------
Scenario identification NT W2000
---------------------------------------------------------------------
Hardware Kayak XU Kayak XU
---------------------------------------------------------------------
Operating System WinNT4.0 W2000
---------------------------------------------------------------------
Printer IO TCP/IP USB
---------------------------------------------------------------------
Installation
Installation/Printing on clean machine V V
Reinstallation V V
Installation with previous driver and print V V
Removing previous driver and print V V
Check installation of HP ICC and Colorsync V V
Preview functionality
Check all the options V
Multipage preview V V
Use Show Preview check box options V
File Job properties
Resizing, Scaling, Fit to page produces V
Each imaging print mode works properly: fast, V V
Pages Width and length are correct as you V
Custom page size definition V
Mirror and rotation works properly V
Stress by sending a lot of jobs to print V
Nesting V
N copies and N up pages V
Printing from Tier l Apps
ICC profile selection in Application and RIP V V
Custom page + scale to custom V V
Multipage printing V V
Connectivity
Test IPX connection V V
Remote queue (MAC client to MAC server)
W98 client to Windows RIP server V V
Color management
Color Management done by Application V
Color Management done by SW RIP V
Pantone Colors matching V
Color Adjustment controls work properly V
Rendering Intents V
Print As ▇▇▇▇ V
Documentation (Simplified Chinese)
Launch HP Help from the RIP V V
Review Installation/User Guides V V
Review on-line Help and Readme files V V
Localization (KT)
Install + Print + Check UI V V
Check documentation V V
Fonts downloading
Font mapper tool
PostScript, Truetype and Opentype fonts V V
Revision 270600 Page 33 of 1
6 QA process
6.1 Scanvec-Amiable responsibilities
Provide weekly report of detected issues, containing the information about all
the problems detected in the testing process, and showing the progress on fixing
them.
Provide intermediate beta, release candidate, and gold master versions by FTP
for all the localizations in order to do some checks in HP
Deliver intermediate and final versions of documentation
(English and localizations)
Assist HP in the reproduction of the problem by providing the required
information that HP may need in any specific situation. Sometimes will be needed
additional testing or the duplication of the reported problem in the HP site.
6.2 HP responsibilities
Deliver test specification document (this one) in order to clarify QA
expectations. Scanvec-Amiable will help on fine tuning it in order to use this
document as the base for the test plan.
Report of issues found during software and documentation reviews/audits
Test suites including some representative master images for reference on
testing: throughput and image quality
Help to identify the right owner when the problems are related to:
printer's firmware: follow up with HP R&D firmware engineers
Adobe applications or Adobe PS drivers: follow up with Adobe.
6.3 Defect Report
A defect report is expected for all defects found during each test phase. This
document should include the following information:
Defect description
Defect number in database tracking system
Steps to reproduce the defect
Current status
Release found
Release fixed
Test that covers the defect
Severity.
Revision 270600 Page 34 of 1
The severity is to be assigned based on the following parameters:
1->misunderstood, isolated or aesthetic
3->Corner Case
5->Deviates from Specs. Average user sees. Workaround exists.
7->Deviates from Specs. Average user sees. No workaround exists.
9->Very frequent; possible machine damage.
The report should also include any information related to known problems, even
if it has been agreed not to fix them.
6.4 Acceptance Criteria
First Release Candidate:
Test execution by SA of all test scenarios included in the test plan
No open defects with severity > 3 will exist in the defects tracking system
unless previously agreed to by Hewlett Packard and SA.
Subsequent Release Candidates:
Execution of subset of test scenarios selected by SA that guarantee full
functionality
No open defects with severity > 3 will exist in the defects tracking system,
unless previously agreed to by Hewlett Packard and SA. This includes any defects
found by SA as well as any reported directly by HP(or any HP representative in
Testing tasks)
Revision 18/12/00 35
EXHIBIT F
ACCOUNT/RELATIONSHIP MANAGERS
HP SA
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Hewlett-Packard Espanola, S.A Scanvec Amiable, Inc.
▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ Sant Cugat del ▇▇▇▇▇▇ Philadelphia, PA 19103
Spain USA
Tel: ▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇, ext 105
Fax: Fax: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
DESIGNATED RECIPIENT FOR NOTICE
HP SA
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Hewlett-Packard Espanola, S.A Scanvec Amiable, Inc.
▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ Sant Cugat del ▇▇▇▇▇▇ Philadelphia, PA 19103
Spain USA
Tel: ▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇, ext 105
Fax: Fax: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
Revision 18/12/00 36
EXHIBIT G
HP SOFTWARE LICENSE
ATTENTION: Use of the Software is subject to the HP Software License terms set
forth (below). Using the software indicates your acceptance of these license
terms. If you do not accept these license terms, you must return the product for
a full refund. If the Software is supplied with another product, you may return
the entire unused product for a full refund.
HP Software Product License Agreement (HP DesignJet printer software)
1. The license is granted in return for purchase of the associated HP
DesignJet printer or payment of the appropriate fee as specified by HP.
A non-exclusive license is granted for each associated HP DesignJet printer to
use the Software solely for: one full-featured server installation and use, and,
unlimited number of users installation and use.
This license binds the customer who opens this Software package and any
transferee authorized pursuant to section 8 below. For purposes of this License:
The term "user" means such customer and any authorized transferee; and
The term "use" means storing, loading, installing, executing, or displaying the
Software.
4. The Software may not be duplicated or copied except for purposes of
installing and using it according to the terms of this License, or for
archival, backup, error identification, or replacement of defective media.
All copies of the Software must bear the copyright and other proprietary
notices on or in the original media as well as any restricted rights
legends on or in the original media.
5. This License does not include the right to updates, upgrades, or other
enhancements. However, this License does apply to any update, upgrade, or
other enhancement provided by HP. HP reserves the right to require an
additional license and fee for use of the Software on any upgraded
computer, processor or controller.
6. This license confers no title or ownership in the Software, and confers no
rights whatsoever in any associated source code or in any other
intellectual property of HP or its third party supplier(s). This License is
not a sale of any rights in the Software.
7. The Software may not be disassembled, decompiled, decrypted, or reverse
engineered unless HP's prior written consent is either obtained or not
required by law. In some jurisdictions, HP's consent may not be required
for disassembly or decompilation. Upon request, the user will provide HP
with reasonably detailed information regarding any disassembly,
decompilation, decryption, or reverse engineering.
8. This License is transferable subject to HP's prior written consent and
payment to HP of any applicable transfer fee(s), and subject to the
transferee's agreement in writing to the terms and conditions of this
License. Upon any such transfer, the transferor will immediately deliver
all copies of the Software to the authorized transferee, and the
transferor's rights under this License will automatically terminate. This
License is also binding on any involuntary transferee.
9. Any third party supplier of the Software may protect its rights in the
Software against violations of this License, including any infringement of
the third party supplier's copyright(s).
Revision 18/12/00 37
10. HP may terminate this License upon notice to the user for failure to comply
with this License. Immediately upon the termination of the License, the
user will destroy or return to the License, the user will destroy or return
to HP all copies of the Software, including all copies from any adaptation
into which such copies are merged (except for individual pieces of user
data in a related database).
11. If the Software is licensed for use by the U.S. government, the user agrees
that the Software has been developed entirely at private expense and is
delivered as "Commercial Computer Software" as defined in DFARS
252.227-7013 or as "Restricted Computer Software" as defined in DFAR
52.227-19, as appropriate.
12. User may not export or re-export the Software or any copy or adaptation in
violation of any applications or regulations.
Revision 270600 Page 38 of 1
EXHIBIT H
EXTERNAL REFERENCE SPECIFICATION
--------------------------------------------------------------------------------
Hydra PS Lite (SW RIP) External Reference Specification
Version 3.0
Authors: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Distribution List:
ScanvecAmiable representatives
▇▇▇▇▇▇ ▇▇▇▇▇ - R&D PostScript Solutions Manager
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - R&D Postscript Solutions Engineer
Marketing Product Manager
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Marketing SW Solutions Group Manager
--------------------------------------------------------------------------------
References:
DJ488 software R I P documentation
--------------------------------------------------------------------------------
Changes History:
Version 1.0 10/Dec/99 First version
Version 1.1 13/Dec/99 Version reviewed by PS group manager and Marketing
Version 1.2 17/Dec/99 Feedback from ScanvecAmiable
Version 2.0 23/Feb/00 Closed spec according to agreement
Version 3.0 8/Mar/00 New Adobe drivers to be used for MAC and W95/98, fully localized
Revision 270600 Page 39 of 1
Table of Contents
1 INTRODUCTION 35
2 HYDRA PLATFORM DESCRIPTION 35
3 HYDRA PS LITE PRODUCT OVERVIEW 35
3.1 OVERVIEW 35
3.2 PRODUCT NAME 36
4 PRODUCT DELIVERABLES 36
4.1 INSTALLATION 36
4.4.1 Copyright Protection 36
4.1.2 Macintosh 36
4.1.3 Windows 36
4.1.4 JetAdmin 36
4.2 DOCUMENTATION 36
5 REQUIREMENTS 37
5.1 FEATURES LIST 37
5.2 DRIVERS 39
5.3 LOCALIZATION 39
5.4 INPUT FILES 39
5.5 COLOR MANAGEMENT 39
5.5.1 KCMY to CMY transformation 39
5.5.2 Ink press emulation 39
5.6 PRINT MANAGEMENT 39
5.7 JOB CONTROL 39
5.8 PRINT MODES 39
5.8.1 Dithering 40
5.9 FONT SUPPORT 40
5.9.1 Japan 40
5.9.2 Korea 40
5.9.3 China 40
5.9.4 Taiwan 40
5.9.5 Roman Fonts 40
5.9.6 TrueType 40
5.8.7 Font Substitution 41
5.9.8 Unsupported Fonts 41
0 Connectivity 41
5.11 Throughout requirements (TO BE CONFIRMED) 41
5.12 Color accuracy (TO BE CONFIRMED) 41
5.13 User Interface 42
5.14 Demo prints and Test plots 42
5.15 Localization 42
6 QUALIFICATION 42
7 TRAINING, SUPPORT AND MAINTENANCE 42
8 SCHEDULE 42
1 Introduction
The purpose of this document is to define the software RIP solution
for the coming Hydra platform (HP DesignJet).
It will be used to communicate UP ICD requirements so that a third party company
can understand our needs and could provide a proposal including resources,
schedule, financials, support and maintenance information.
2 Hydra platform description
The Hydra platform is one of the next HP DesignJet products:
Large format printer: 42" and 24"
Printing specs:
4 user replaceable print heads CMYK
600x6OO dpi input raster data (available 1200x600 halftoned printmode)
Ink supplies: 74cc CMYK
Supported medias: same as hydra base platform
Connectivity specs:
2 EIO slots in rear left side, for upgrade
HP JetDirect network card (in one of the expansion slots).
Part number: J3113-61013
USB, Parallel
AppleTalk
TCP/IP (LPR in MAC)
16Mbytes RAM
Graphics data paths: KCMY 32 bits per pixel
HP IO data compression facilities
Languages: PCL3GUI embedded interpreter
No internal disk
Hydra Windows base unit engine
3 Hydra PS Lite product overview
3.1 Overview
The complete system is either a 24" or 42" size printer bundled with
RIP software, networking capability via JetDirect and JetAdmin, two
Japanese fonts, and the roll feed mechanism.
The product will be affordable, easy to use, provide high image quality, and be
plug and play.
All of this will be available to graphic artists, advertising agencies, and
in-house graphics departments as a localized solution in English, French,
Italian, German, Spanish, Japanese, Korean, Simplified Chinese, and Traditional
Chinese (EFISG + JCTK).
The RIP looks and acts like a printer driver but with many of the capabilities
that can be found only in a fullfeatured RIP. This driver RIP (DRIP), using
standard Macintosh and Windows user interfaces, gives customers an easy to use
product with very simple installation and set up. This DRIP is as easy to use as
selecting 'Print' from your favorite software application.
Some of the key product features are summarized below. These and the other
features are described in detail in the following sections.
PS level 3, and PDF 1.3 printing
83
Support for ICC profiles and ColorSync(TM)
Print management
Job management
Thumbnail preview (File Preview)
Paper layout preview (linked to the media size)
2 different stochastic dithering algorithms
Broad media and font support
Pantone (TM) certified
3.2 Product Name
Two product SKU's have been defined for internal material lists and
customer ordering.
Hewlett-Packard DesignJet XXX (24" size)
Hewlett-Packard DesignJet XXX (42" size)
4 Product deliverables
ICD will receive 2 CD-ROMs:
Roman CD-ROM, including EFGIS versions for Macintosh and Windows
Asian CD-ROM, including EJKCT versions for Macintosh and Windows
4.1 Installation
The CD ROMs will use an autorun mechanism to automatically "boot up" for either
platform when the CD is inserted in the drive provided that this feature is
supported on the host computer. If autorun is not supported the user will start
the installation by launching a setup application located at the root level of
the CD. The start-up screen gives the user the option to select one of the
supported languages. Once a language has been selected all other dialog box
selections, prompts, and user help will be in that same language.
4.1.1 Copyright Protection
The SW RIP will check the printer's model identification at installation time in
order to ensure the device is licensed to use the RIP facilities.
The Japanese version of the software will implement a software protection scheme
that will be password protected. This will allow the installation of the two
Japanese fonts. The password will be in the form of a user number and product
password.
4.1.2 Macintosh
OpenTransport (latest available version)
Adobe PS Driver (PostScript 3)
RIP Software
2 Morisawa Japanese Fonts
Online Documentation
4.1.3 Windows
Adobe PS Driver for Windows 95/98 (PostScript 3)
Adobe PS Driver for Windows NT4.0 in EFIGS+J (PS level 3)
Microsoft PScript driver for Windows NT4.0 KCT (PS level 2)
Microsoft PScript driver for W2000 (PS level 3)
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RIP Software
JetAdmin (latest version)
2 Morisawa Japanese Fonts
Online Documentation
Acrobat Reader, latest version available depending on the localization
4.1.4 JetAdmin
HP will provide a tool to create an installer for JetAdmin. This will simplify
the process of installing the JetDirect card. HP will also provide
JetDirect/JetAdmin documentation to be included in the user guide.
4.2 Documentation
The documentation will consist of four parts, similar to the DJ488 RIP one:
Readme File, including last time information about troubleshooting, tips and
tricks not included in the User or Installation guides
Multilingual Install CD Booklet
User's Guide
Installation Guide
Online Help
The Install booklet will be a printed insert into the CD as part of the CD
cover. The CD cover is to be a tri-fold which includes:
cover illustration
one section of installation instructions for each available language
(EFIGSJKCT). Each page of instructions is for both Mac and Windows.
The instructions are a simple list of steps in the installation
process. Detailed installation instructions are to be located in the
Installation Guide.
The User Guides are separate documents for Windows and Macintosh. The writing
will be similar to the style of the revised documentation for the 488CA SW RIP.
These guides will be available to the user from the CD in PDF format. A version
of Acrobat Reader will be provided on CD so that the user can easily read the
Guides.
5 Requirements
5.1 Features list
Features
Hardware Requirements
32 MB RAM
400 MB available hard disk space
Macintosh PowerPC, iMac or compatible Power PC
IBM PC compatible
Operating Systems
Power Macintosh 8.1, 8.5, 8.6, 9.0
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Windows 95
Windows 98
NT4.0 Workstation
W2000
Drivers
Adobe PS8.7 for Macintosh (EFGISJKCT)
Adobe PS4.4 for Windows 95/98 (EFGISJKCT)
Adobe PS5.1 for WinNT4.0
Microsoft PScript for WinNT4.0 (KCT)
Microsoft PScript for W2000 (localizations available)
Adobe PS8.7 for Macintosh (EFGISJKCT)
Languages
True Adobe PS3 (except in WinNT4.0 for KCT)
PDF 1.3 and previous (PS3 only)
Input file formats
EPS
PS
TIFF
JPEG
PDF
BMP (Windows Only)
Color Management
Lightness/Darkness Control
CMYK Percentage Control
Built-in ICC output profiles (HP media only)
Support for ICC profiles and CRDs (HP media)
ColorSync(TM) compatible
Pantone(TM) Look up tables
Ink press emulation for SWOP, EuroScale, Toyo and DIC
Print as grayscale (Mono) option
Print Management
Rotate in 90 degree increments
Mirror Image
Multiple Copies
Resizing and Scaling by percent
Fit to Page
Center Image on Page
Support for ANSI, JIS, Arch page sizes
Custom Page Sizes (for Win95 and Mac only)
Full Bleed
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Job Control
Cut after Print
Pause/Delete Print Jobs
Thumbnail File Preview
Page Layout Preview.
Job Queuing
Queue Status
Filename, # copies, print mode, media, status
Job Information Status
Append jobs to Queue
Print modes
Fast/Normal/Best/Superbest
CAD selection
2 dithering algorithms
Max. 600 dpi data resolution (halftoned 1200x600)
KCMY contone 32bpp raw data format
Long-axis Printing
Sheet: 1.625m (64 inches)
Roll: 15.2m (50 feet)
Media Support
Uncoated: Opaque bond, HP vellum, HP Natural Tracing, HP
Translucent Bond
Coated: Coated, Heavy Coated
Glossy: Photobase glossy
Film: HP Clear film
Font Support
136 Roman fonts (PostScript 3 only)
2 Japanese Morisawa fonts
2-byte support for Asian fonts
Font-Mapper tool for Mac (CTK versions only)
TrueType
OpenType
OCF
CID
Connectivity
HP JetDirect EX with JetAdmin
Direct (parallel)
USB port
Table 1: DRIP feature list
5.2 Drivers
The Adobe drivers for NT are not localized for Simplified and Traditional
Chinese and Korean so we will use the built-in Microsoft PS drivers which are
▇▇▇▇▇ ▇ and which do not support custom page size definitions.
5.3 Localization
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The CD-ROM startup screen will be in English but give the user the ability to
select one of ten different languages. These languages are English, French,
Italian, German, Spanish, Japanese, Simplified Chinese, Traditional Chinese, and
Korean with English as the default. Once a language has been selected all other
dialog box selections, prompts, and user help will be in that same language.
5.4 Input Files
A user will be able to print any of the specified input file formats either by
printing the file directly from the application or by dragging and dropping the
supported file into the DRIP queue window.
5.5 Color Management
ICC profile files will be provided for:
HP media only and automatically installed on the users system. The profile names
will be in English-only and will not be localized. A profile is automatically
selected when the user selects a media and one of the best, normal, or fast
modes of printing
Profiles for CMYK Ink press emulation for SWOP, Euroscale, Toyo and DIC
Colorsync (latest version available)
Two color management features are to be provided. One of these will use ICC
profiles for HP media and which are pre-installed in the user's hard disk. The
other color management feature will provide individual control of CMYK
percentages and a basic lightness-darkness control.
5.5.1 KCMY to CMY transformation
It will be necessary to convert KCMY input color space to CMY when printing on
glossy media only. The reason is that the printer uses a pigmented black (K) and
dye-based cyan, magenta and yellow (CMY) and these two ink types do not mix
properly on glossy causing the image to appear too dark.
It is not necessary to notify the user that this transformation will be used.
5.5.2 Ink press emulation
HP will provide press emulation profiles for SWOP, TOYO, DIC and Euroscale.
5.6 Print Management
One of the features of print management is the ability to assist the customer in
defining a custom page size.
This capability is actually provided through the drivers.
The SW RIP three different drivers will be used and only two of these supports
custom page size definitions.
These are the Adobe PS drivers for Windows 95, Windows 98, and Macintosh.
5.7 Job Control
Cut after Print is a user selectable option with two states: yes or no.
5.8 Print modes
The user will be able to select one of following print modes: Fast, Normal,
Best, Superbest.
There will an option to select "optimized for CAD drawings" print modes, instead
of the default ones (that will be better for imaging plots).
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Data Print
resolution resolution
---------- ----------
Fast 150x150 150x150
Normal 300x300 300x300
Best 600x600 600x600
Superbest 600x600 1200x600
Table 2: Resolutions
5.8.1 Dithering
There will be two choices for dithering mode: one giving best quality and the
second giving good quality but faster throughput:
Stochastic (L-X) diffusion (default value for all rendering)
Error diffusion.
5.9 Font Support
5.9.1 Japan
Two font families from Morisawa will be included on the CD-ROM and installed
automatically on a user hard disk if a Japanese version of the printer has been
purchased. These fonts are:
Ryumin-Light
Gothic-BBB
Additionally, Adobe Type Library fonts will be supported.
5.9.2 Korea
SoftMagic, Hanyang, Yoon, Sandol, Hancom will be qualified. Yoon fonts are
considered the most important graphic arts fonts.
5.9.3 China
No PostScript fonts will be qualified for China. The two fonts to be qualified
are Hanji and SynoType which are TrueType only.
5.9.4 Taiwan
No PostScript fonts will be qualified for Taiwan. Arphic is to be supported and
is TrueType.
5.9.5 Roman Fonts
PS3 comes standard with 134 Roman fonts and these will automatically be
installed on a user system:
When Macintosh, Windows 95 or Windows 98 drivers are installed
Windows NT4, the driver for CTK is from Microsoft and will, therefore, not
support these additional fonts
In Windows NT4 for EFISGP+J there will be support for these fonts.
5.9.6 TrueType
Each operating system (Windows 95, Windows NT and Macintosh) handles TrueType
fonts differently:
On Windows 95, the software through the driver can effectively use TrueType
fonts. (The driver converts the TrueType fonts to Type 42 before sending it to
the PostScript interpreter)
On Windows NT and Macintosh, PostScript drivers cannot properly convert TrueType
fonts to a format
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readable by the interpreter. (NOTE: the Adobe PS Driver for NT does support
converting TrueType fonts, however this driver is not localized)
On Windows 2000 there is support for OpenType technology (TrueType and
PostScript integration)
5.9.7 Font Substitution
A font substitution mechanism called Font-Mapper is to be provided via a
separate tool when the requested PS font in a print job is not found on the
system. This will substitute courier for the missed font, including 2byte fonts,
for each of the following localization: Korean, Simplified Chinese and
Traditional Chinese. This Font-Mapper tool is released as a separate utility and
has to be installed separated from the DRIP software. The DRIP User's Guides for
KCT contain information about this tool.
5.9.8 Unsupported Fonts
QuickDraw GX fonts are not supported by this system.
5.10 Connectivity
Connectivity will be provided through:
The JetDirect EX card to be manufactured by HP. The card will be inserted in one
of the printer expansion slots:
The following network connections are to be supported: TCP/IP, EtherTalk
ECP parallel port interface
USB interface, when the operating system and software driver are supporting it.
IPX Novell and NetBEUI are not supported.
5.11 Throughput requirements
The time to process a job is a function of a number of parameters including
whether background of foreground printing is used, complexity of the print job,
load on the network, and I/O channel. Under similar conditions the DRIP is
expected to process a job according to the following target times.
Three fundamental time metrics are to be used in measuring performance:
Return to application (RTA)
Click to Start printing
Printing
Click to Clunk
Some orientation of the goals for Printing Time for a D-size media is below, but
real values are going to be defined according to a throughput test to run at the
HP site:
Image QA CAD
Fast 150x150, coated media ? 1.47 minutes
Best 600x600, coated media 21.57 minutes 9.30 minutes
Best 600x600, glossy media 21.57 minutes
Table 3: Throughput goals
5.12 Color accuracy
Best Glossy average accuracy 5-10 dE
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Best Heavy Coated average accuracy 5-10 dE
In order to make possible these color accuracy goals the SW RIP should fine-tune
the color values for the printed job by using some Close Loop Color (CLC) lookup
tables from the printer. So, we need:
Bi-directional communication between printer and SW RIP
Documented API to get the tables from the printer
Description of lookup tables, and procedure to process color values
5.13 User Interface
Both Macintosh and Windows platforms will be supported with this solution. The
DRIP will come with standard Macintosh and Windows user interfaces, dialog
boxes, and menu systems to make it familiar and natural to customers.
5.14 Demo prints and Test plots
No demo plot is included in the CD-ROM Gold Master. These demo plots will be
shipped in a separate CDROM generated by HP Marketing department.
The test plot will be used to troubleshoot the printer solution.
5.15 Localization
The SW RIP development company will localize the software RIP and related
on-line documentation to English, French, Italian, German, Spanish, Japanese,
Simplified Chinese, Traditional Chinese, and Korean.
6 Qualification
The contractor will qualify the SW REP according to the specifications defined
in this document.
As part of the agreement HP will review in advance:
Testing specification
Testing schedule
7 Training, support and maintenance
The contractor will provide the following additional services:
Worldwide training classes in the US, Europe and Asia for HP support people
Technical support consulting for HP Customer Care Center (CCC) people
Maintenance releases according to market needs (to be agreed additional fees)
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