JOINT DISTRIBUTION AGREEMENT
Exhibit
10.D.02
This
Agreement is effective the 1st.
day of
September,
2006,
by
and
between OPTICON
SYSTEMS INC, a Delaware Company, hereinafter called "OPTICON. and ANRITSU
CORPORATION (JAPAN) hereinafter called "ANRITSU".
Whereas.
OPTICON is a manufacturer, developer and vendor of certain software that maps
the physical location of components within a telecommunications network (the
"OptiCon" software); and
Whereas,
ANRITSU is a manufacturer, developer and vendor of a remote test unit that
tests
the integrity of a telecommunications network (the "RTU'') and software which
controls, monitors, and integrates with the RTU (the "Questfiber" software);
and
Whereas,
the parties have developed an interface between the OptiCon software and the
RTU
and Questfiber software that enables end-users to among other things, determine
the physical location of malfunctions within a telecommunications network;
and
Whereas,
the parties wish to enter into an agreement whereby each party will be granted
the non-exclusive right to sell to its respective end-user customers a remote
fiber test system that win be comprised in part or in whole of the RTU, the
Questfiber software, and the Opticon software, together with any ancillary
equipment as may be mutually agreed upon by the parties (collectively the
"RFTS); and
Whereas,
the parties desire to maximize sales of the RFTS, and consequently the sale
of
their own individual products, by focusing their respective sales and marketing
efforts on their existing end-user customers and new customers as may be
identified during the term of this Agreement; and
Whereas,
to ▇▇▇▇▇▇ further efforts to increase RFTS sales, the parties by this agreement
desire to collaborate in good faith with each other with respect to the sale
and
marketing of the RFTS;
Now
therefore, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, and in further consideration of the mutual
covenants set forth herein, the parties hereto agree as follows:
I NON-EXCLUSIVE
DISTRIBUTION RIGHTS
1.1
ANRITSU GRANT TO OPTICON. ANRITSU hereby grants to OPTICON the non-exclusive
right to market distribute, export, and sell the ANRITSU products set forth
in
the attached Exhibit A (the "Contractual Products) to the customers set forth
in
the attached Exhibit c.
1.2
OPTICON CABLE SYSTEM GRANT TO ANRITSU. OPTICON hereby grants to ANRITSU the
non-exclusive right to market, distribute, export, and sell the OPTICON products
set forth in the attached Exhibit A (the "Contractual Products”) to the
customers set forth in the attached Exhibit B.
1.3
ADDITION TO CONTRACTUAL PRODUCTS. New products may be added to Exhibit A from
time to time upon the mutual agreement of the parties; and after an amended
Exhibit A is executed by duly authorized representatives of both parties, those
products will become Contractual Products.
1.4
EXCLUSIVITY. Both parties agree not to sell, promote or distribute any third
party products that are competitive with the Contractua1 Products directly
manufactured by a party to the extent such products are to be used in an
integrated RFTS. For purposes of this c1ause 1.4 only, "Contractual Products"
shall be restricted to mean only those products that are manufactured directly
by one of the parties. Accordingly, although a product manufactured by a third
party may be listed as a Contractual Product on Exhibit A hereto, either party
remains free to obtain this product from whatever source they deem appropriate
and may further resell this product as part of an integrated RFTS.
II OBLJGATIONS
OF PARTIES
2.1
In
addition to any other obligations or undertakings set forth herein, both parties
agree
to:
| (a) |
exert
reasonable commercial efforts to promote the sale of Contractual
Products
(as part of a RFTS) to their respective customers as set forth in
Exhibits B and C;
|
| (b) |
employ
sufficient competent and qualified personnel to carry out their
obligations
under this Agreement;
|
| (c) |
provide
and maintain technical and other services adequate to support fully
the
distribution and sales of the Contractual
Products;
|
| (d) |
provide
each other, in writing, each month a ninety (90) day rolling forecast
showing the Contractual Products required in each month during the
forecast period; provided that such forecasts shall not constitute
binding
obligations on either party to sell or purchase the Contractual Products
set forth in such forecasts;
|
| (e) |
make
all payments to each other in a complete and 1bnely
manner;
|
| (f) |
promptly
investigate and .report to each other any complaints, problems or
claims
related to the Contractual
Products;
|
2
| (g) |
provide,
free of charge, at a mutually convenient location in the U.S., product
training of the other's personnel to the extent then available; provided,
however, that each party shall be responsible for all expenses incurred
by
its own personnel who may participate in the
training;
|
| (h) |
furnish
to each other, free of charge, available product lists and other
sales
supporting information such as test data, installation instructions,
and
advertising material such as descriptive literature, advertising
master
copies and photos. During the term of this Agreement and subject
to recall
at any time, both parties are entitled, but not obligated, to use
in
advertisements for Contractual Products both the OPTICON and ANRITSU
trademarks under due observation of the guidelines and patterns of
both
parties and in a form approved of by both parties beforehand. Both
parties
will strictly observe the guidelines and roles with respect to the
appearance and manner of use of the OPTICON and ANRITSU trademark
and
trade names. Both parties acknowledge the validity of the other party's
trademark and trade name and agree than any and all rights based
on use
thereof shall inure to the sole benefit of the owner. Except as expressly
set forth in this Agreement, neither party shall make use of the
other
party’s trademark and trade name.
|
III
ORDER
PROCEDURES, PRICES AND TERMS OF SALE
3.1
This
Agreement does not obligate either party to purchase any volume of Contractual
Products. In the event a party desires to purchase Contractual Products, it
shall submit to the other a purchase order specifying the quantities of
Contractual Products required and a requested delivery date. The party receiving
the purchase order shall acknowledge the same within five (5) business days
of
receipt and shall note any exceptions regarding delivery dates and quantities
ordered. All purchases of Contractual Products shall be upon the terms and
conditions of sale set forth in the attached Exhibit D; conflicting or
additional terms provided in any purchase order, order acknowledgement, or
other
document exchanged between the parties shall be of no effect unless specifically
accepted in writing by a duly authorized represent1tive of both
parties.
3.2
PRICING. Both parties shall be solely responsible for establishing the resale
pricing of Contractual Products to their respective customers. The prices each
party shall charge the other for its respective Contractual Products are set
forth in the attached Exhibit A. Each party may change these prices in its
sole
discretion; provided, however, that any price increase shall not be effective
for a period of ninety (90) days following written notification of the price
increase. Each party warrants that the prices charged to the other for
Contractual Products are no less favorable than the prices extended to any
other
customer purchasing Contractual Products in similar quantities under like
circumstances.
IV
CHANNEL CONFLICTS
4.1
In
order to induce the other to devote the resources necessary to vigorously
promote and sell Contractual Products, the parties agree to use commercially
reasonable efforts to minimize channel conflicts. To that end, it is agreed
that
ANRITSU shall have primary responsible for selling Contractual Products (as
pan
of a RFTS) to the customers identified in Exhibit B. In the event that OPTICON
receives a sale inquiry for Contractual Products (as part of a RFTS) from any
customer listed on Exhibit B. it shall promptly refer such customer to ANRITSU
and shall further notify ANRITSU of the sale opportunity. Similarly, it is
agreed that OPTICON shall have primary responsible for selling Contractual
Products (as part of a RFTS) to the customers identified in Exhibit C. In the
event that ANRITSU receives a sale inquiry for Contractual Products (as part
of
a RFTS) from any customer listed on Exhibit C, it shall promptly refer such
Customer to OPTICON and shall further notify OPTICON of the sale
opportunity.
4.1.1
Any
breach of the policy stated in 4.1 above will be considered a serious matter
by
both OPTICON and ANRITSU. Once reported in writing by either party to the other.
the alleged offending party shall have (10) working days to offer in writing
reasons why said reporting is not considered a violation or a fair and equitable
mitigation of damages suffered by the offended party. Any violation by either
party will be at the offended party’s election, just cause for immediate
termination of this Con1raCt by the offended party.
4.2
It is
anticipated that during the term of this Agreement the parties will identify
new
potential customers who are not previously set forth m the attached Exhibits
B
and C. The parties agree to mutually maintain a database of these potential
new
customers. In the event that a party enters a potential new customer on the
database, that party shall have primary responsibility for making
sales
of
Contractual Products (as part of a RFTS) to that customer, and the provision
set
forth above in Article 4.1 shall apply. Every six (6) months during the terms
of
this Agreement the parties shall update Exhibits B and C using the information
previously stored in the database.
4.3
The
parties agree and acknowledge that the customers identified in Exhibits B and
C
may desire to obtain continued maintenance and support for software supplied
to
the customers as part of the integrated RFI'S. To this end, these customers
may
desire to obtain these additional services directly from the manufacturer of
the
relevant software, even if that manufacturer does not have primary
responsibility for selling Contractual Products to the customer. The parties
agree that in such cases the manufacturer of the software may deal directly
with
the customer for such maintenance and support services without being in
violation of this Agreement.
V
EXPIRATION, RENEWAL AND TERMINATION
5.1
This
Agreement will begin on ~ and be in effect twelve months thereafter. However,
unless either Party notifies the other party in writing at least ninety (90)
days prior to the expiration date, that the Agreement will not be renewed,
the
term shall automatically extend for consecutive one year periods until notice
of
non- renewal is given or until the Agreement is terminated pursuant
to the provisions below.
VI
ADMINISTRATION
OF WARRANTY CLAIMS
6.1
Both
parties shall pass on to their respective customers the warranty and other
terms
and
conditions of sale offered by the party producing or manufacturing the
Contractual Products. The party offering the warranty shall be responsible
for
all repairs
and warranty claims, and shaI1 fully defend and hold hann1ess the other
party
for
all claims by customers for violations of said warranty, including any warranty
regarding patents or other inteJ1cctua1 property.
VII
CONFIDENTIALITY
7.1
The
parties acknowledge that in the course of performing their obligations under
this Agreement each party (the ''Disclosing party”) may disclose to the other
(the "Recipient” information relating to its business or its subsidiaries'
businesses. service offerings, operations, technology, customer lists, customer
profiles, business plans, business practices, prices, products and other
information. To be considered as Confidential Information subject to the
protections in this Agreement, such information must be clearly designated,
labeled or marked as confidential ("Confidential Information”). Confidential
Information that is disclosed orally shall be identified as such at the time
of
disclosure and shall be confirmed in writing by the Disclosing Party within
thirty (30) days after each disclosure by providing written notice of the same
to the other Party.
7.2
It is
acknowledged by the parties that a party intended to be the recipient of the
Confidential Information will, prior to the disclosure by the other party,
be
afforded a reasonable opportunity to accept or decline receiving such
Confidential Information
and the confidentiality undertakings set forth herein shall not apply with
respect to information disclosed after a party bas elected not to receive such
information. For purposes of this Agreement, OPTICON hereby gives ANRITSU notice
that it has elected NOT
to
receive from ANRITSU any information related to the manufacture, composition
and/or design of fiber optic cable and related hardware and
equipment.
7.3
Bach
Recipient agrees that in order to protect the Confidentia11nformation of the
Disclosing Party:
(a)
it
will only disclose the Confidential Information to its officers, directors,
employees, affiliate agents, represen1atives, equity owners, and advisors
(collectively "Related Persons") who are permitted to receive it under U.S.
law
and
who
actively need to review such Confidential Information in connection with this
Agreement (it being understood that such Related Persons shall be informed
by
the Recipient of the confidential nature of such information and sba1l be
directed by the Recipient to treat such information
confidentially);
(b)
it
and its Related Persons will maintain the confidentiality of the Confidential
Information:
(c)
it
and its Related Persons will use Confidential Information solely in connection
with performing the Recipients obligations under this Agreement and for no
other
purpose;
(d)
and
upon the Disclosing Party's written request, it and its Related Persons will
immediately return all originals and copies of any Confidential Information
and
shall destroy al1 originals and copies of any notes, memoranda, summaries,
analyses, ret1ections or derivatives, or other tangible materials (and destroy
all electronic copies) created
by
it or
its representatives related to the Confidential Information.
7.4
During the term of this Agreement and notwithstanding the other provisions
of
this Agreement, nothing received by the Recipient shall be construed as
Confidential Information that (1) is now available or becomes available to
the
public without breach of this Agreement, (2) is released to the public in
writing by the Disclosing Party. (3) is lawfully obtained from a third party
without a confidentiality obligation to the Disclosing Party, (4) is known
to
the Recipient prior to receipt hereunder, or (5) is independently developed
by
the Recipient..
7.5
The
duty to protect Confidential Information shall survive the termination or
expiration of this Agreement for a period of two (2) years from the date of
disclosure. Nothing in this Article shall be interpreted or construed to limit
either party's right to perform or continue to perform its own independent
research, development, manufacturing or marketing of any type of products or
systems even if such research, development, manufacturing or marketing pertains
to technology of the type that may be disclosed hereunder; provided, however,
the foregoing sentence does not diminish the
exclusivity provisions set forth in Article 1.4 of this Agreement.
VIII
MISCELLANEOUS TERMS
7.1
FORCE
MAJEURE. Neither party shall be held responsible for any delay or More in
performance to the extent such fai1ure or delay is caused by tire, strikes,
explosions, earthquakes, floods, acts of God or other causes beyond its
reasonable control.
7.2
INTEGRATION CLAUSE. This Agreement contains the full understanding between
the
parties relating to the subject matter hereof, and no further modifications
or amendments hereto sha11 be effective unless reduced to writing and executed
by authorized representatives of CORNING and ANRITSU.
7.3
ASSIGNMENT. This Agreement is non-assignable and non-transfem1ble by either
party without the prior written consent of the other party, except that either
party may assign its interest in the Agreement to an affiliate, by written
notice to the other party.
7.5
DISPUTE RESOLUTION. All controversy or claim arising from or relating to this
Agreement or the breach thereof not otherwise settled by mutual agreement
between the parties, shall be sctt1cd by arbitration in Utica, New York, U.S.A.,
administrated by the American Arbitration Association in accordance with its
Commercial Arbitration Rules then in force. The arbitrator shall have the power
to issue restraining order, both temporary and permanent, upon the showing
of
appropriate facts by a party requesting such relief. Judgment on the award
may
be entered in any court having jurisdictions thereof. This Agreement shall
be
construed in accordance with and governed by the laws of the State of New York
without regard to conflicts of laws principles.
7.7
COMPLIANCE WITH LAWS. Each party warrants that in its performance of this
Agreement it will comply with all applicable Federal, state and local laws
and
all applicable regulations, orders and other directives issued pursuant thereto.
Each party shall indemnify and hold harmless the other for any expenses,
damages, claims
or
losses it may incur as a result of the responsible party's failure to comply
with any applicable taw, order or regulation.
7.8
LIMITATION OF LIABILITY: Neither party shall be liable, whether in contra~
warranty. failure of a remedy to achieve its intended or essential purposes,
tort (including negligence), strict liability, indemnity or any other legal
theory, for loss of use, revenue or profit or for the costs of capital or of
substitute use or performance or for indirect, special, liquidated, incidental,
or consequential damages, or for any other loss or cost of a similar
type.
7.9
COUNTERPARTS: This Agreement may be executed by facsimile and simultaneously
in
one or more counterparts, each of which shall be deemed an origina1, but all
of
which shall constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the day and year set forth
below.
| By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | By: /S/ ▇▇▇ ▇▇▇▇▇▇▇ | |
|
Signature
|
||
|
Name:
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
Name: ▇▇▇ ▇▇▇▇▇▇▇ | |
|
Title:
President
|
Title: ASR General Manager | |
| Date: 8/21/2006 | Date: 8/24/2006 |
EXIBIT
A
CONTRACTUAL
PRODUCTS USED IN RFTS (WITH PRICES)
ANRITSU
Products and Prices Offered to OPTICON
|
MW-UXR-HW
|
MasterWatchTM
UNIX Server: SUNBlade 2500 or equivalent
|
||
|
|
(1GB
RAM, 40 GB Storage, 19" color LCD monitor, Solaris 8
|
||
|
|
or
latest version) (Specification to change without notice)
|
$11.900.00
|
|
|
MW-XP-SVR-HW
|
MasterWatchTM
Windows XP Server: Enterprise Class Pentium
|
||
|
|
IV
Server processors (3.OGhz). 2 GB RAM, 90GB storage. 19"
|
||
|
|
color
LCD monitor, Windows) (Specification to change without
|
$10,500.00
|
|
|
|
notice\
|
||
|
MW-UX.SW
|
MasterWatchTM
UNIX Software (2..lJser)
|
$20,650.00
|
|
|
MW-XP-SW
|
MasterWatchTM
Windows XP Server Software (2.use"
|
$20,650.00
|
|
|
▇▇-▇▇-SU
|
MasterWatchTM
Client License (Single-User)
|
$2.100.00
|
|
|
▇▇-▇▇-SU-MAP
|
MasterWatchTM
Client License with mapping support (Single-User)
|
$3.500.00
|
|
|
MW-NT-ORACLE
|
ORACLE
for Windows XP Server
|
$3,500.00
|
|
|
MW-UX-ORACLE
|
ORACLE
for UNIX Server
|
$3,500.00
|
|
|
MW-SNMP
|
SNMP
Option for MasterWatch1ll
|
$3
500.00
|
|
|
MW-JAVA-MAP
|
JAVA
Mapping on 5etverwith Client Acce8s
|
$8.400.00
|
|
|
MW-MAP-DATA-US
|
JAVA
Mapping data for the USA (required with JAVA MAP if in US)
|
$7,000.00
|
|
|
MW-MAP-DATA-XX
|
Java
Mapping Data for country XX required with JAVA MAP if
|
||
|
|
Outside
US)
|
Call
Factory
|
|
|
MW-WEB-SVR
|
MasterWatchTM
Webserver module
|
$5,600.00
|
|
|
|
MasterWatchTM
Advanced Network Documentation
|
||
|
MW-NDS-SVR
|
MasterWatchTM
OSP Network Documentation Server
|
Call
Factory
|
|
|
MW-NDS-CL
|
MasterWatchTM
OSP Network Documentation Client
|
call
Factory
|
|
|
MW-NDS-CL-RO
|
MasterWatchTM
OSP Network Documentation Client. Read
|
||
|
|
OnIv
|
Call
Factory
|
|
|
MW-NDS-ORACLE
|
MasterWatchTM
OSP Network Documentation: Oracle
|
||
|
|
Configuration
|
Can
Factory
|
|
|
|
$0.00
|
||
|
|
MasterWatchTM Chassis
and
SW
|
$0.00
|
|
|
|
Xx=
powercord option US EU UK AU IT
|
$0.00
|
|
|
MW-RTUV-AC-XX
|
MasterWatchTM
Remote Test Unit Chassis, AC power,
|
$5.250.00
|
|
|
MW.RTUV-DC
|
MasterWatchTM
Remote Tm Unit Chassis, DC power
|
$5-250.00
|
|
|
MW-RTUV-SW
|
MasterWatchTM
RTU Software (per RTU)
|
$1
050.00
|
|
|
|
MasterWatchTM
OTDR Module
|
||
|
|
cPCI
OTDR Module
|
||
|
MW-RTUV-OTDR.1335
|
MasterWatchTM
OTDR Module 131Onm. 35dB Dynamic Range
|
$4,200.00
|
|
|
MW-RTUV-OTDR.1535
|
MasterWatchTM
OTDR Module 155Onm. 35dB Dynamic Range
|
S4,480.00
|
|
|
MW-RTUV-OTDR-3535
|
MasterWatchTM
OTDR Module 1310/1550nm, 35dB Dynamic
|
|
|
|
Range
|
$5,040.00
|
|
MW-RTUV-OTDR-1340
|
MasterWatchTM
OTDR Module 1310nm. 40dB Dynamic Range
|
$5
320.00
|
|
MW-RTUV-OTDR-1540
|
MasterWatchTM
OTDR Module 15500m. 40dB Dynamic Range
|
$5.600.00
|
|
MW-RTUV-QTDR.,1640
|
MasterWatchTM
OTDR Module 1625nm. 40dB Dynamic Range
|
$6,720.00
|
|
MW-RTUV-OTDR-3540
|
MasterWatchTM
OTDR Module 131011550nm. 40c1B Dynamic
|
|
|
|
Range
|
$5,600.00
|
|
MW-RTUV-OTDR-5640
|
MasterWatchTM
OTDR Module 155D11625nm, 40cIB Dynamic
|
|
|
|
Range
|
$8.400.00
|
|
MW-RTUV-OTDR-1343
|
MasterWatchTM
TM
OTDR Module 1310nm. 43dB Dynamic Range
|
$7,000.00
|
|
MW-RTUV-OTDR-1546
|
MHtIIWa1M
OTDR Module 155Onm,4QdB Dynamic Range
|
$7,560.00
|
|
MW-RTUV-OTDR-3543
|
MasterWatchTM
OTDR Module 1310/1550nm. dB
|
|
|
|
Dynamic
Range
|
$7
840.00
|
|
MW-RTUV-OTDR-1643
|
MasterWatchTM
OTDR Modulo 1ezenm. 43db Dynamic Range
|
$8
708.00
|
|
MW-RTUV-QTDR-5843
|
MasterWatchTM
OTDR Module 155011E125nm, 43dB Dynamic
|
|
|
|
Range
|
$9.240.00
|
|
MW-RTUV.OTDR-1646
|
MasterWatchTM
OTDR Module 1625nm, 45dB Dynamic Range
|
$9,240.00
|
|
-
|
Optical
Test
Access Unit
(OTAU) options
|
|
|
|
External
OTAU
|
|
|
MN-OTAU7-WWXXY-
|
External
OT,6.U where:
|
|
|
ZZ
|
||
|
|
XX-Port
Count
|
|
|
|
XX
=
Connector
t
Type
(FO, So,
LO, IX (LXS)J
|
|
|
|
Y""
Connector Polish (U--Standard, A=Angled)
|
|
|
|
(ET
E2000) Available
at
10" Premium
|
|
|
|
(FT
F3000) Available at 20" P1emIum
|
|
|
|
ZZ
.
Power Requirement
AC
or DC
|
|
|
|
Note:
1%96
Port count
only
Available with IX.5
Connector.
|
|
|
MW-OTAU7-O4XXY-
|
4
Port External OTAU DC Power
|
|
|
DC
|
$4,760.00
|
|
|
MW.OTAU7-O8Y-
|
8
Port External OTAU DC Power
|
|
|
DC
|
$6
440.00
|
|
|
MW-OTAlJ7-12XXV-
|
12
Port External OTAU DC Power
|
|
|
DC
|
$7,980-00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$9,520.00
|
|
|
MW-QTAU7-24XXY-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
|
|
|
▇▇
|
$13.020.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
515.400.00
|
|
DC
|
||
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$18,800.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ CC Power
|
|
|
DC
|
$18,200.00
|
|
|
MW-OTAU7-SOX:XV-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
|
|
|
▇▇
|
$21
700.00
|
|
|
MW-OTAU7.72XXY.
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
|
|
|
▇▇
|
$25
200.00
|
|
|
MW-OTAUT-96XXY-
|
96
▇▇▇▇ ▇▇▇▇▇▇▇ OTAU DC Power
|
|
|
DC
|
$31.600.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$5.180.00
|
|
|
MW-OTAU7-O8XXY
- DC
|
8
Port External OTAU AC Power
|
|
|
$6.860.00
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇.
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$8.400.00
|
|
|
▇▇.▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$9,940.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇.
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$13,440.00
|
|
|
MW-OTAU7-32XXY.
|
32
Port External OTAU AC Power
|
|
|
AC
|
$15.820.00
|
|
|
MW-OTAU7-38XXY.
|
36
Port External OTAU AC Power
|
517,220.00
|
|
AC
|
||
|
MW-OTAU7-48XXY-
|
48
Port Extetn8I OTAU AC Power
|
|
|
AC
|
$18,620.00
|
|
|
MN-OTAU7-60XXY-
|
BO
Port External OTAU AC Power
|
|
|
AC
|
$22.120.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇.
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
125.620.00
|
|
|
MW-OTAUT-98XXY-
|
96
Port External OTAU AC Power
|
|
|
AC
|
$31
920.00
|
|
|
|
$0.00
|
|
|
|
Internal
OTAU
|
$0.00
|
|
MW-OTAU8-XXYZZ
|
QUESTprobe
Internal OTAU
where:
|
|
|
|
XX
'"
Connector Type: FC (up to
12
porl8),
SC
(up
to
12
ports),
|
|
|
|
LC,
LX5(LX.S), ET (E2000)
E3
(E3000)
Y
=
Connector Polish
|
|
|
|
(U--UPC,
A=AngIed)
|
|
|
|
(ET"
E2000) Available at
10%
Premium
|
|
|
|
(FT
F3OOO) AV8I7able
at
20% Premium
|
$0.00
|
|
MW-OTAU8-XXY04
|
4
Port Internal OTAU
|
$4.235.00
|
|
MW-OTAUs.-XXY08
|
8
Port Internal OTAU
|
$5.390.00
|
|
MW-OTAU8-XXY12
|
12
Port Internal OTAU
|
$6,545.00
|
|
MW-OTAU8-XXY16
|
16
Port Internal OTAU
|
$7
700.00
|
|
MW-OTAU8-XXY24
|
24
Port Internal OTAU
|
$8.855.00
|
|
|
Remote
OTAU
|
|
|
MW-QTAU7-WWXXY-
|
Extemnal
OTAU where:
|
|
|
ZZ.
|
||
|
|
WW--Port
Count
|
|
|
|
XX
=
Connector Type (Fe,
Sew
LC, LX (LX5))
|
|
|
|
Y
'"
Connector Polish (U—Standard. A=AngIed)
|
|
|
|
(ET
E2OOO) Available at
10%
Premium
|
|
|
|
(FT
F3OOO) Available at 20
"
Premium
|
|
|
|
=
r Requirement AC or DC
|
|
|
|
Note:
1x96 Port count only Available With LXS
Connector.
|
|
|
MW.OTAU7-D4XXY-
|
4
Port External OTAU DC Power
|
|
|
DC
|
$4,760.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$8440.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$7.990.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$9.520.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$13,020.00
|
|
|
MW-OTAU7-32XXY.
|
32
Port External OTAU DC Power
|
|
|
DC
|
$15,400.00
|
|
|
MW-OTAU7--36XXY.
|
38
Port External OTAU DC Power
|
$18,800.00
|
|
DC
|
|
▇▇.▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
$18,200.00
|
|
|
MW-OTAU7.60XXY-
|
60
Port External OTAU DC Power
|
|
|
DC
|
$21700.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ DC Power
|
|
|
DC
|
525.200.00
|
|
|
MW-OTAU7.96XXY-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Power
|
$31.500.00
|
|
DC
|
||
|
UW.OTAU7.04XXY.
|
4
Port External OTAU AC Power
|
|
|
AC
|
$5,180.00
|
|
|
MW-OTAU7-OSXXY-
|
8
Port External OTAU AC Power
|
|
|
AC
|
$8,880.00
|
|
|
MN-OTAU7-12XXY.
|
12
Port External OTAU AC Power
|
|
|
AC
|
$8.400.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$9.940.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇.
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$13.440.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$15.820.00
|
|
|
▇▇-▇▇▇▇▇-.
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$17.220.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$18.620.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$22.120.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$25.620.00
|
|
|
▇▇-▇▇▇▇▇-▇▇▇▇▇-
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ AC Power
|
|
|
AC
|
$31920.00
|
|
|
|
Romote
OTAu
|
|
|
MW.ROTAU7.
|
Remote
OTAU
Where:
|
|
|
WWXXY-ZZ
|
WW.
Port Count
|
|
|
|
XX"
Connector Type (PC, So, LO, LX (LX.5))
|
|
|
|
(ET
E2OOO) Avm7able
at
10%
Premium
|
|
|
|
(FT
F3000) AVlilabl8 fit
20%
Premium
|
|
|
|
y
=
Connector Polish
(S=Standard,
A=Angled)
|
|
|
|
ZZ
Port Number
|
|
|
MW-ROTAU7-04XXY-
|
4
Part Remote OTAU, Serial Communication DC Power
|
|
|
DC
|
$5.460.00
|
|
|
MW-ROTAU7.08XXY-
|
8
Port Remote OTAU, Serial communication DC p
|
|
|
DC
|
$7,140.00
|
|
|
MW-ROTAU7-12XXY-
|
12
Port Remote OTAU, Serial Communication DC Power
|
|
|
DC
|
$8.680.00
|
|
|
MW-ROTAU7-16XXY-
|
18
Port Remote OTAU. Serial Communication DC Power
|
|
|
DC
|
$10
220.00
|
|
|
MW.ROTAU7.24XXY.
|
24
Port Remote OTAU, Serial Communication DC Power
|
|
|
DC
|
$13,720.00
|
|
|
MW-ROTAU7-32XXY.
|
32
Port Remote OTAU, Serial Communication DC Power
|
|
|
DC
|
$16
100.00
|
|
|
MW-ROTAU7-48XXY.
|
48
Port Remote OTAU. Serial Communication DC Power
|
|
|
DC
|
$18,900.00
|
|
|
MW-ROTAU7-04XX.V-
|
4
Port Remote OTAU. Serial Communication AC Power
|
|
|
AC
|
$5.880.00
|
|
MW-ROTAU7-O8XXY-
|
8
Port Remote OTAU. Serial Communication AC Power
|
|
|
AC
|
$7,660.00
|
|
|
MW-ROTAU7-12XXY-
|
12
Port Remote OTAU, Serial Communication AC Power
|
$9,100.00
|
|
AC
|
||
|
MW-ROTAU7.16XXY-
|
16
Port Remote ▇▇▇▇. ▇▇▇▇▇▇ Communication AC Power
|
$10640.00
|
|
AC
|
||
|
MW-ROTAU7-24XXY-
|
24
Port Remote OTAU. Serial Communication AC Power
|
$14,140.00
|
|
AC
|
||
|
MW.ROTAU7-32XXY-
|
32
Port Remote OTAU. SeI1aI Communication AC Power
|
$16,520.00
|
|
AC
|
||
|
MW-ROTAU7-48XXY-
|
48
Port Remote OTAU, Serial Communication AC Power
|
$19.320.00
|
|
AC
|
||
|
|
MasterWatchTM
Local Ace.. MtJdul8
|
|
|
MW.▇▇▇.DC
|
MasterWatchTM
Local Access Module DC power, Display and
|
|
|
Keyboard
|
$2.460.00
|
|
|
MW-LAM-AC
|
MasterWatchTM
Local Access Module AC power, Display and
|
$2.450.00
|
|
|
Keyboard
|
|
|
MW-ACPWR-US
|
US/Japanese
Power Cable
|
$7.00
|
|
MW-ACPWR-EU
|
European
Power Cable
|
$7.00
|
|
MW-ACPWR-UK
|
UK
Power ▇▇▇▇▇
|
$7.00
|
|
MW-ACPWR-SW
|
Swiss
Power Cable
|
$7.00
|
|
MW-ACPWR-IT
|
Italian
Power Cable
|
$7.00
|
|
MW-ACFWR-AU
|
Australian
Power Cable
|
$7.00
|
|
|
$0.00
|
|
|
|
MasterWatchTM
Fiber Modem
|
$0.00
|
|
MW-FBRMDM-1PXA
|
Single
Fibermodem for RTU
|
$2
196.60
|
|
MW-F9RMDM-1PXB
|
Single
Fiber Modem far Remote OTAU
|
52.222.50
|
|
MW-F8RMDM-2PXA
|
Dual
Fibermodem for RTU
|
$3,351.80
|
|
MW-FBRMDM-2PXB
|
Dual
Fiber Modem for Remote OTAU
|
$3,388.00
|
|
MW-F9RMDM-3PXA
|
Triple
Fibermodem for RTU
|
$4.812.50
|
|
MW-FBRMDM-3PXB
|
Triple
Fiber Modem for Remote OTAU
|
$4.868.50
|
|
MW-FBRMDPXA
|
Quad
Fibermodem for RTU
|
$5.957.00
|
|
MW-FeRMDM-4PXB
|
Quad
Fiber Modem for Remote ▇▇▇▇
|
▇▇
031.90
|
|
|
$0.00
|
|
|
|
MasterWatchTM
l
WDM ComDOnents
|
|
|
WDM-W-XX-VYZ
|
WDM
Whem:
|
|
|
|
W
=
Bare
Component FU$/On Spliced
(8$),
Sa", Component
|
|
|
|
Connectorized
(Be),
Single
in Cassette
(CS),
Dual In Cassette
|
|
|
|
(CD),
Inverted WDM Fu8Jon 6pIic8d (IS1, 1nverl.sfJ WDM
|
|
|
|
Connectorized
(/C) or Bypass
Cassette
(CB)
|
|
|
|
XX"
OTDR Wavelength: 1310
(13), 1560 (16) or 1626 (16)
|
|
|
|
YY
..
Connector type: NO (no connector. Fe,
SC,
LC, LX
|
|
|
|
(LX.5),
ET (E2ODO)
|
|
|
|
Z
..
N
(no
connector), UPC (U) or APC (A)
|
|
|
|
$0.00
|
|
|
WDM-BS-XX-VYZ
|
Single
WDM. Bare Component. Fusion Splicing
|
$700.00
|
|
WDM-IS-XX-VYZ
|
Bypass:
Inverted WDM Bare Component. Fusion Splicing
|
$700.00
|
|
WOM-BC-XX-VYZ
|
Single
WDMI Bare Component Connectorized
|
$700.00
|
|
WDM-IC-XX-VYZ
|
Bypass:
Inverted WDM Bare Component Connectorized
|
$700.00
|
|
WDM-CS-XX-VYZ
|
Single
WDM in cassette
|
$770.00
|
|
WDM-CD-X)(-YYZ
|
Dual
WCM In Cassette
|
$1.470.00
|
|
WDM-CB-XX-VYZ
|
Bypass:
WDM and Inverted WDM In Cassette
|
$1,470.00
|
|
|
$0.00
|
||
|
|
MasterWatchTM
Fi,tar ComDOnenla
|
$0.00
|
|
|
FIL-W-XX-VYZ
|
Filter
Where:
|
||
|
|
W""
Sa,.
Component Fusion Spliced
(88).
Bare Component
|
||
|
|
Connectorized
(Be), Single in Cassette (CS), Dual in
Casatte
|
||
|
|
(CD).
or Triple in Cassette (CT)
|
||
|
|
Bare
Component Connectorized: Male/Female (MF),
|
||
|
|
FemalelFemale
(FF)
|
||
|
|
XX
=
131Dnm
(13).
1S5Dnm
(15) 01'
1625nm (1S)
-
B1ot:k
|
||
|
|
Wavelength
|
||
|
|
VY=
Connector type: NO (no connector),
FC,
SC, LC, LX
|
||
|
|
(LX.S).
ET (E20Q0)
|
||
|
|
Z'"
N (no
connector). UPC (U)
or
APC
(A)
|
$0.00
|
|
|
FIL-BS-XX-VYZ
|
Single
Filter, Bare Component, Fusion Splicing
|
$665.00
|
|
|
FIL-BC-XX-VYZ
|
Single
Filter. Bare Component, Connectorized (Male/MaIe)
|
$665.00
|
|
|
FIL-MF-XX-YVZ
|
Single
Filter. Connector Embedded. Male/Female
|
$665.00
|
|
|
FIL-FF--XX-
YYZ
|
Single
Filter, Connector Embedded, Fernale/Female
|
$665.00
|
|
|
FIL-CS-XX-VYZ
|
Single
Filter in Cassette
|
$735.00
|
|
|
PIL-CD-XX-VYZ
|
Dual
Filter in Cassette
|
$1400.00
|
|
|
FIL-CT
-XX-YYZ
|
Triple
Filter in Cassette
|
$2.030.00
|
|
|
|
|||
|
|
MasterWatchTM
-
Accessories
|
$0.00
|
|
|
MW-SHELF-12
|
Mounting
shelf for up to 12 cassettes
|
$210.00
|
|
|
MWCABLEMGMT-19
|
Cable
Management for 19- racks
|
$105.00
|
|
|
MW-CABLEMGMT-23
|
CabIe
Management for 23" R1Ck8
|
$1.OO
|
|
|
|
|
||
|
MW-PCORD-XX-YY-Z
|
PatchcoId
where:
|
||
|
|
XX
II
Connector
type:
Fe.
SC.
LC. LX (l.X.5). ET (E2000)
|
||
|
|
YY"
Connec1ortype:
Fe,
SC, LC, LX (LX.6), ET (E2OOO)
|
||
|
|
Z
'"
Length of Patchcord (standard
3m, 6m
or 9m)
|
$0-00
|
|
|
MW-PCORD-XX-YY-3
|
3
meter patchcord with
'XX-
VV
connectors
|
$56.00
|
|
|
MW-PCORD-XX-YV-6
|
6
meter patchcord with XX-VY connectors
|
$63.00
|
|
|
MW-PCORD-XX-VY-9
|
9
meter patchcord with xx- YV connectors
|
$70.00
|
|
|
|
$0.00
|
||
|
|
Services
|
||
|
MW-WWARRANTY
|
Hardware
Warranty. 12 month coverage of all installed
|
||
|
|
hardware
after first year
|
||
|
|
6%
Of List Price
|
||
|
|
Hardware
Total
|
||
|
MW-SLA-STANDARD
|
Service
Level Agreement - Standard Support
|
||
|
|
Includes:
12 month coverage. 8/5 technical phone support
|
4%
of System
|
|
|
|
Cost
|
|
|
|
MW-SW-
|
Software
Maintenance
|
||
|
MAINTENANCE
|
Includes:
12 month coverage. RTU and Server software
|
12%
Of Software
|
|
|
|
updates
as available
|
Total
|
|
|
MW-OTAU-REPAIR
|
OTAU
Repair. charge not including shipping
|
Call
Factory
|
|
|
MW-RTU-REPAIR
|
RTU
Repair. charges not Including shipping
|
Call
Factory
|
|
|
MW-OP-MOD-CAL
|
Optical
Module Calibration. not Including shipping charges
|
Call
Factory
|
|
|
MW-DB-POP
|
Database
Population. charges per day not including T&L
|
$1.050.00
|
|
|
MW-ENG-SERVICES
|
Engineering
Services, per day, not including travel
|
||
|
$1,260.00
|
|||
|
MW-ON-SITE-SUPPORT
|
On-site
support, per day, not including travel
|
$1.050.00
|
|
|
MW-INSTALL-SERV
|
Installation
services, per day, not including travel
|
$1.050.00
|
|
|
MW-TRAIN-USER
|
MasterWatchTM.
User Training - 10 people, 2 days
|
$3.150.00
|
|
|
MW-TRAIN-ADMIN
|
MasterWatchTM.
Administrator Training - 3 people, 2 days
|
$3,150.00
|
|
|
MW-TRAIN-INSTALL
|
MasterWatchTM.
Installation Training - 10 people, 2 days
|
$3,150.00
|
|
|
MW-TSC-INSTALL
|
Installation
of the Test System Controller
|
$2,800.00
|
|
|
MW-RTU-INSTALL
|
Installation
of the Remote Test Units, Cost is on a per site basis.
|
$1,400.00
|
|
|
MW-WED-INSTALL
|
Installation
of WDMs and Optical filters, Cost is on a per component
basis.
|
$140.00
|
|
|
MW-PROJ-MAN
|
RFTS
Project Management (Option)
|
Call
Factory
|
|
|
MW-NDS-INTEGRATION
|
MasterWatchTM.
Integration with Network Documentation System
|
Call
Factory
|
|
|
Per
diem travel
|
Per
diem rate for business related travel/Per Person/per Day
|
$400.00
|
|
OPTICON
Products and Prices Offered to ANRITSU
|
SOFTWARE:
|
|||
|
Opticon
Network Manager Read-Write Access
|
ONM-FMS
|
Each
$19,200 (per client computer installatio)
|
|
|
Opticon
Network Manager Read-Only Licenses
|
ONM-FMS-RO
|
$3,600.00
each
|
|
|
Services
|
|||
|
Opticon
Data Services
|
ONM-ES-401
|
TBD*
|
|
|
1
Year Additional Maintenance
|
ONM-MAINT-1
|
15%
of system cost
|
|
|
2
Year Additional Maintenance
|
ONM-MAINT-2
|
27%
of system cost
|
|
|
3
Year Additional Maintenance
|
ONM-MAINT-3
|
36%
of system cost
|
|
|
Basic
Opticon network Manager Training, at customer site
|
ONM-TRAIN-BC
|
$1,500.00
plus travel expenses
|
|
|
Advanced
OptiCon Network manager Training at Customer Site
|
ONM-TRAIN-AC
|
$1,000.00
per day plus travel
|
|
|
Process
Analysis Design Services
|
ONM-ES-402
|
Per
diem rate*
|
|
|
Other
|
|||
|
Personal
Oracle
|
ONM-ORP
|
360.
|
|
|
Standard
Oracle Client Licenses (1 to 5 named users)
|
ONM-ORW-05
|
1,250.00
|
|
|
Standard
Oracle Client Licenses (to every named user over 5)
|
ONM-ORS
|
240.00
|
|
|
MapInfo
GIS Client License
|
ONM-MAP
|
1,125.00
|
|
|
MapInfo
StreetInfo Map Data (Standard US territory)
|
ONM-STR-US
|
750.00
|
|
|
MapInfo
StreetPro Map Data (Non-Standard Data)
|
ONM-MAP-SPXX-YY
|
TBD*
|
General
notes on OPTICON products offered to ANRITSU:
.
The
price of add-on user licenses varies based on the number of users already owned
and
therefore must be configured on a case by case basis.
.
Data
services projects require a scope evaluation to determine the price and the
time
requirements
to deliver an accurate, comprehensive database for use within OptiCon
Network
Manager.
.
Any
non-standard services. i.e. services such as network walkouts which are not
covered
under a maintenance agreement or other service offering, will be charged a
per
diem
rate plus expenses for travel and living.
.
Pricing
for any non-standard street data product will depend on the detail required
and
the
geographical area encompassed.
.
For
add-on users the nomenclature for the part number designation is
ONM-XWYY-MAP.UZZ
where YY
represents the number of licenses to be added to the existing system
configuration
ZZ
represents the number of current licenses the existing system
configuration.
For
MapInfo StreetPro Map Data the nomenclature for the part number designation
is
ONM.MAP.SPXX.YY
where.
XX
represents the number of user licenses YY represents the area covered, (e.g.
ST
for a single state, US for the entire United States)
EXHIBIT
D
Terms
and
Conditions of Sale for Contractual Products
1.
The
following are the terms and conditions of sale that will apply to the sale
of
Cont:ractua1 Products by and between ANRITSU and OPTICON; such sates to be
made
in accordance with the Joint Distribution Agreement between the parties. As
used. herein, "Buyer" refers to the party purchasing Contractual Products,
while
"Supplier" refers to the party selling the Contractual Products. Accordingly,
Buyer and Supplier may refer alternatively to ON ANRITSU and OPTICQN, depending
on the circumstances.
2.
The
prices for Contractual Products are set forth in Exhibit A. Prices are exclusive
of all taxes. duties and charges imposed by any federal, state or local
governmental or taxing authority, excluding, however, all franchise taxes or
taxes based upon the income of Supplier. Taxes and charges for which Buyer
is
responsible shall appear as a separate line item on Supplier's
invoice.
3.Supplier
:May only issue an invoice after the Contractual Products at issue have been
shipped by Supplier. An invoices and packing lists shall reference the
associated Purchase Order. Payment will be net thirty (30) days from the date
of
Supplier's invoice.
4.
DELIVERY TERMS: Supplier shall at its sole expense package, label and handle
all
Con1ractual Products so as to protect them from reasonable ▇▇▇▇ or damage during
shipment and while in storage. Buyer shall specify the delivery destination
in
its Purchase Order. Products shall be sold to Buyer F.O.B. origin. Delivery
shall be complete upon transfer of possession to common carrier, FOB origin,
whereupon title and all risk or loss, damage or destruction to the Products
shall pass to Buyer. In the absence of specific instructions by Buyer, the
carrier win be selected by Supplier. In no event shall Supplier be liable for
any delay in delivery by the camer, nor shall the carrier be deemed an agent
of
Supplier. Buyer shall bear the expense of transporting the Products to the
delivery destination, including any shipping, storage, loading, unloading,
freight, insurance or other expense of transportation; provided, however, that
Supplier shall prepay all such expenses and reflect the same as a separate
line
item on the applicable invoice.
5.
INDEMNITY: Supplier shall indemnify Buyer for sums which Buyer shall become
obligated to pay any third party by reason of Buyer's liability imposed by
law
for (a) bodily injury, including death, or (b) physical injury to or destruction
of tangible property, in either event to the extent directly caused by defects
in Contractua1 Products sold by Supplier or Supplier's negligence. However.
in
the event any claim for which Supplier is responsible is caused by the
negligence of both Buyer and Supplier, Supplier shall be responsible for only
that portion of the claim equal to the percentage of the total fault for any
claims or demands against Buyer for which Supplier is responsible
hereunder.
6.
LIMITATION OF LIABILITY: Neither Supplier, nor its suppliers, shall be liable,
whether in contract, warranty, failure of a remedy to achieve its intended
or
essential purposes, tort (including negligence), strict liability, indemnity
or
any other legal theory, for loss of use, revenue or profit, or for the costs
of
capital or of substitute use or performance, or for indirect, special,
liquidated, incidental, or consequential damages, or for any other loss or
cost
of a similar type, or for claims by Buyer for damages of Buyer's customers.
The
Supplier's maximum liability under this Agreement shall be the purchase price
of
the Contractual Product giving rise to a claim. Buyer and Supplier agree that
the exclusions and limitations set forth in this section are separate and
independent from any other remedies that Buyer may have.
7.
FORCE
MAJEURE: If Supplier suffers a delay in performance due to any cause beyond
Supplier's reasonable control, the time for Supplier's performance shall be
extended a period of time equal to the period of delay and its consequences.
Supplier will give Buyer written notice within a reasonable time after Supplier
becomes aware of such delay.
8.
USE OF
SUPPLIER'S PRODUCT LITERATURE: Supplier hereby grants to Buyer a non-exclusive,
non-transferable license to reproduce, modify and distribute certain Supplier
literature and material as provided in Article 2.1(i) of the Joint Distribution
Agreement. Buyer hereby assumes all liability for any problems or issues arising
out of or related to the reproduction. modification or distribution of the
literature and further agrees to indemnify Supplier from and against any claims
by third party's based on the reproduction modification or distribution of
the
literature. Buyer further agrees that the literature will only be used in
connection with Supplier's Contractual Products, and shall not be used in
connection with products manufactured by other suppliers.
9.
PRODUCT LABELING: Supplier sha111abe1 all Conttactua1 Products with Buyer's
logo/labels, said labels to be procured by Supplier from sources identified
as
suitable by Buyer, and for which Buyer shall pay the actual cost as billed
by
Supplier. Except for the required UL label that bears the manufacturer's name
and serial number, Supplier shall not place its own label or logo on the
Contractual Products, nor shall it ship with any Contractual Products any other
extraneous literature, documents or information of any kind without the prior
written approval of Buyer. Supplier undertakes and agrees to use Buyer's product
label or logo only on or in connection with Contractual Products manufactured
in
strict accordance with the agreed upon specifications. Upon the termination
or
expiration of this Agreement, Supplier agrees to either destroy or return to
Buyer at Buyer's direction, any packaging material, labels or logos of the
Buyer
within the Seller's possession, custody or control.
10.
EXPORT: The Contractual Products may be subject to U.S. government export
controls
and regulations and export may require a validated export license. Buyer
agrees
to
abide by and assist Supplier in complying with any such export controls and
regulations.
11.
RELA
TIONSIDP: The relationship created by the Joint Distribution Agreement is that
of independent vendor and vendee, and does not constitute a grant by Supplier
of
a franchise to Buyer 01.' the creation of any agency or joint venture or
partnership relationship between the parties. and no franchise statute. law,
regulation or rule shall be deemed or construed to apply to the formation,
operation, administration, expiration
or termination of the Joint Distribution Agreement.
EXHIBIT
B
General
notes on OPTICON products offered to ANRITSU:
.
The
price of add-on user licenses varies based on the number of users already owned
and
therefore must be configured on a case by case basis.
.
Data
services projects require a scope evaluation to determine the price and the
time
requirements to deliver an accurate, comprehensive data
set for
use
within OptiCon Network Manager.
Any
non-standard services, i.e. services such as network walkouts which are not
covered
under a maintenance agreement or other service offering, will be charged a
per
diem rate plus expenses for travel and living, Pricing
for any non-standard street data product will depend on the detail required
and
the
geographical area encompassed.
For
add-on users the nomenclature for the part number designation is ONM-XWY¥-
MAP-UZZ
where )0
YY
represents the number of licenses to be added to the existing system
configuration
»
ZZ
represents the number of current licenses the existing system
configuration.
For
MapInfo StreetPro Map Data the nomenclature for the part number designation
is
ONM-MAP-SPXX.YY where.
XX
represents the number of user licenses.
YY
represents the area covered, (e.g. ST for a single state, US for the entire
United
States)
EXHIBIT
C
Terms
and
Conditions of Sale for Contractual Products
1.
The
following are the terms and conditions of sale that will apply to the sale
of
Contractual Products by and between ANRITSU and OPTICON; such sales to be made
in accordance with the Joint Distribution Agreement between the parties. As
used
herein, ''Buyer'' terms to the party purchasing Contractual Products, while
"Supplier" refers to the party selling the Contractual Products. Accordingly,
Buyer and Supplier may refer alternatively to ANRITSU INSTRUMENTS COMPANY and
OPTICON, depending on the circumstances.
2.
The
prices for Contractual Products are set forth in Exhibit A. Prices are exclusive
of al11axes, duties and charges imposed by any federal, state or local
governmental or taxing authority, exclusive however, all franchise taxes or
taxes based upon the income of Supplier. Taxes and charges for which Buyer
is
responsible shall appear as a separate line item on Supplier's
invoice.
5. Supplier
may only issue an invoice after the Contractual Products at issue
have
been
shipped by Supplier. All invoices and packing lists shall reference the
associated Purchase Order. Payment will be net thirty (30) days from the date
of
Supplier's invoice.
6.
DELIVERY TERMS: Supplier shall at its sole expense package, label and handle
all
Contractua1 Products so as to protect them from reasonable loss or damage during
shipment and while in storage. Buyer shall specify the delivery destination
in
its Purchase Order. Products shall be sold to Buyer F.O.B. origin. Delivery
shall be complete upon transfer of possession to common carrier. FOB origin,
whereupon title and all risk of loss, damage or destruction to the Products
sba11 pass to Buyer. In the absence of specific instructions by Buyer, the
carrier will be selected by Supplier. In no event shall Supplier be liable
for
any delay in delivery by the carrier, nor shall the carrier be deemed an agent
of Supplier. Buyer shall bear the expense of transporting the Products to the
delivery destination, including any shipping, storage, loading, unloading,
freight, insurance or other expense of transportation; provided, however, that
Supplier shall prepay all expenses and reflect the same as a separate line
item
on the applicable invoice.
7.
INDEMNITY: Supplier shall indemnify Buyer for sums which Buyer shall become
obligated to pay any third party by reason of Buyer's liability imposed by
law
for (a) bodily injury, including death, or (b) physical injury to or destruction
of tangible property, in either event to the extent directly caused by defects
in Contractual Products sold by Supplier or Supplier's negligence. However,
in
the event any claim for which Supplier is responsible is caused by the
negligence of both Buyer and Supplier. Supplier shall be responsible for only
that portion of the claim equal to the percentage of the total fault for any
claims or demands
against
Buyer for which Supplier is responsible hereunder.
6.
LIMITATION OF LIABILITY: Neither Supplier, nor its suppliers, shall be liable,
whether in contract, warranty, failure of a remedy to achieve its intended
or
essential purposes, tort (including negligence), strict liability, indemnity
or
any other legal theory, for loss of use, revenue or profit, or for the costs
of
capital or of substitute use or performance, or for indirect special,
liquidated, incidental, or consequential damages, or for any other loss or
cost
of a similar type, or for claims by Buyer for damages of Buyer's customers.
The
Supplier's maximum liability under this Agreement shall be the purchase price
of
the Contractual Product giving rise to a claim. Buyer and Supplier agree that
the exclusions and limitations set forth in this section are separate and
independent from any other remedies that Buyer may have.
7.
FORCE
MAJEURE: If Supplier suffers a delay in performance due to any cause beyond
Supplier's reasonable control, the time for Supplier's performance shall be
extended a period of time equal to the period of delay and its consequences.
Supplier will give Buyer written notice within a reasonable time after Supplier
becomes aware of such delay.
8.
USE OF
SUPPLIER'S PRODUCT UTERATURE: Supplier hereby grants to Buyer a non-exclusive,
non-transferable license to reproduce, modify and distribute certain Supplier
literature and material as provided in Article 2.1 (i) of the Joint Distribution
Agreement. Buyer hereby assumes all liability for any problems or issues arising
out of or related to the reproduction, modification or distribution of the
literature and further agrees to indemnify Supplier from and against any claims
by third parties based on the reproduction, modification or distribution of
the
literature. Buyer further agrees that the literature will only be used in
connection with Supplier's Contractual Products, and sba1l not be used in
connection with products manufactured by other suppliers.
9.
PRODUCT LABEUNG: Supplier shall label all Contractual Products with Buyer's
logo/Label said labels to be produced by Supplier from sources identified as
suitable by Buyer, and for which Buyer shall pay the actual cost as billed
by
Supplier. Except for the required UL label that bears the manufacturer's name
and serial number, Supplier shall not place its own label or logo OD the
Contractual Products, nor shall it ship with any Contractual Products any other
extraneous literature, documents or information of any kind without the prior
written approval of Buyer. Supplier undertakes and agrees to use Buyer's product
label or logo only on or in connection with Contractual Products manufactured
in
strict accordance with the agreed upon specifications. Upon the termination
or
expiration of this Agreement, Supplier agrees to either destroy or return to
Buyer, at Buyer's direction, any packaging material, labels or logos of the
Buyer within the Seller's possession, custody or control.
U.
EXPORT: Buyer shall comply with all requirements of the U.S. Export Administration
Regulations. Customer shall not export or re-export technical data or
goods
supplied by Supplier, directly or through others, without a valid license for
any Product or destination for which a license is required, or to the proscribed
countries or foreign nationals of those countries and/or denied parties listed
in Sections 746, 764 and associated or successor sections of the U, S, Export
Administration Regulations unless properly authorized by the U. S.
Government.
13.
RELATIONSHIP: The relationship created by the Joint Distribution Agreement
is
that of independent vendor and vendee, and does not constitute a grant by
Supplier of a franchise to Buyer or the creation of any agency or joint venture
or partnership relationship between the parties, and no franchise statute.
law,
regulation or role shall be deemed or construed to apply to the formation,
operation, administration. expiration or termination of the Joint Distribution
Agreement.