OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
OEM Software development and License Agreement
Between
HEWLLET PACKARD COMPANY
And
SCANVEC AMIABLE, INC.
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT
Agreement N": OM 01/01
This OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement") is made
as of 30th March, 2001 (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 patties hereto agree as follows:
1 DEFINITIONS
1.1 "Program" shall mean SA's Licensed Software(s) listed and described in
Exhibit A, attached hereto and made a part hereof, in object and source
code, specifically to update functionality of the existing Macintosh
("MAC") HP DesignJet 3500CP, 2500CP PS3, 1055CM PS3, 1050 CM PS3,
5000PS and 800PS drivers to support the Apple Mac OS X Operating
system, including creation of PostScript drivers in both Emulation and
Native modes and a Macroinstaller for all drivers.
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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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
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 B 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 ▇▇▇▇▇ 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 A. 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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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
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 A.
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 ▇▇▇▇
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 often (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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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
4 OWNERSHIP AND LICENSES
4.1 License to the Program. SA hereby grants to HP, under SA's
intellectual property rights, an-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 -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
SA's name and the name of the Program in the course of marketing and
distributing such Program as bundled
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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01
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 G
End-user will have the right to install a copy of the Program in one
computer unit 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. 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 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,
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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01
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.
5.3 Backward Compatibility. Any subsequent Program will be backward
compatible with the previous version of the Program provided by SA
under this Agreement.
5.4 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.
6 PAYMENT
6.1 Payment. HP agrees to pay SA according to Exhibit C, unless otherwise
set forth herein,
(a) Milestone payments, if any, will be made within thirty (30)
days after acceptance by BP 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.
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,
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
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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01
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 No Infringement.
(a) SA warrants to HP that, to the extent of SA's actual
knowledge, the Program, alone or when use 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.
7.5 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 _____________.
(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.
(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 moditications
of the Program made by HP if such claim would not have arisen but for
such moditications, 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
ofSA; (c) 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 ofSA, if
such infringement would have not occurred but for such combination or
use; (d) any claim of infringement by the combination the of the
Program with the Hp Printer, if the Program alone would not infringe
and additionally the Program would not contribute to such infringement.
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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01
(f) THIS SECTION 7.6 STATES THE ENTIRE LIABILITY OF SA AND HP WITH
RESPECTTO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY
THE PROGRAM OR DOCUMENTATION.
7.6 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.
7.7 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.
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) deliver to HP all development
work made prior to the effective date of such
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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/0 1
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.
(c) Nohvithstanding 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. Nohvithstanding 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, 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 ▇▇▇▇▇
reasonably requires.
If performance is delayed for a continuous period of 1 month
or it is foreseen that performance for a continuous
10
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
period of three (3) months, the party to whom performance is owed may
terminated 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.
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 ▇▇▇▇▇ 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.
l1.2 Notices. All notices to be given under this Agreement must be in
writing addressed to the receiving party's
11
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01
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 EihitExhibit 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 venture 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 its permitted
successive assignees or transferees. No such assignment shall
constitute a release of the assigning patty'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 patties 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 Severabilitv. 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
12
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (degree) 01/01
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 communication,
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.
1.16 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original.
Agreed:
HEWLETT-PACKARD COMPANY Scanvec Amiable, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------- ---------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Print Name: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Title: Controller Title: President
Exhibits
Exhibit A - Product Overview, Description, Deliverables and Localizations
Exhibit B - Product Specifications
Exhibit C - Pricing
Exhibit D - Development Schedule
Exhibit E - Quality Plan
Exhibit F - Relationship and Account Managers
Exhibit G - HP Software License
13
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
EXHIBIT A
EXHIBIT A
1. Product overview and description
Apple plans to release its most recent operating system, Mac OS X, in Spring
2001. HP would like to make all its devices simultaneously compatible with the
release of OS X. To comply with this corporate directive and to increase the
competitiveness of its product line, ICD requests that SA update TCD's existing
Macintosh drivers.
The project will focus on:
o Building a macro installer which automatically detects the HOS and
language while prompting for the printer model:
o Installer ___________ for installers
o ___________ for the macroinstaller
o Customizing Adobe PS 8.7 to run an OS 9 driver on OS X in Emulation
Mode
o Customizing LaserWriter drivers for Native Mode in OS X
o Documentation for these drivers
o Incorporation of PPD and ColorSync profiles files
o Extensive QA testing (further described in ▇▇▇▇▇▇▇▇ ▇▇ to Amendment)
o Installation of Adobe PS 8.7 on Mac OS 8.1 and higher
o Emulation mode printing
o Native mode printing
o I/OTests
o Compatibility of 8.7 drivers with PPD in Emulation mode
printing
o Compatibility of LaserWriter drivers with PPD in Native mode
printing
2. Deliverables
The following items will be delivered before release of the software:
From ICD:
o Functional printers with latest firmware
o Reasonable supply of ink
o Reasonable supply of media
From SA:
o Product Specification
o Product Testing Plan
o Beta software for Evaluation
14
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
o Beta documentation for Evaluation
Key deliverables are:
o One CD containing all language versions of the drivers for all
Macintosh operating systems.
o A macroinstaller which launches the correct driver installer
based on user's OS and language.
o English and localized user documentation on the CD.
ICD will provide PPDs and ColorSync profiles.
3. Localization
Documentation will be different for each combination of driver and operating
system. Files will provided in either HTML r PDF format.
NRE estimates are based on a one-page document of 900 words for 9 total
languages.
SA will translate the English version into the following languages:
1. Spanish
2. French
3. Italian
4. German
5. Japanese
6. Korean
7. Traditional Chinese
8. Simplified Chinese
The localization process will begin once English software and documentation have
passed the QA process and ICD 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 ICD review process. After
ICD approves all software terminology, documentation will be localized as the
second phase. All documentation will then be reviewed by ICD.
15
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
[LOGO]
EXHIBIT B
Product Specifications
MAC OS X PostScript Drivers
Version 1.3
Authors _________
Date: 26/03/01
Distribution List:
____ - PostScript Group Manager
____ - Postscript Solutions Engineer
References:
▇▇▇▇▇ project: PostScript Drivers External Reference Specification
Changes History:
Version 1.0 16/10/00 --> First version.
Version 1.1 20/11/00 --> MacroInstaller ScreenShots.
--> MacroInstaller Localization.
--> Remove support for 1060/1065CM.
Version 1.2 12/12/00 --> Schedule change
Version 1.3 26/03/01 --> Schedule change
--> QA test change
--> Mac OSX Plug-in support
Purpose
In this document we describe the requirements for the Mac OS X PostScript
drivers roll. In order to provide a printing solution in MAC OS X for the HP
DesignJet Family, It is necessary:
o MacroInstaller program: This installer is the boot program launched
automatically when the user inserts the HP Mac connectivity CD-ROM in
the Mac. This program detects the Mac OS system, OS language and ask
the user by the Printer Model, launching the correct driver installer.
16
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
o Emulation Mode PostScript drivers: In order to run a MAC OS 9 driver on
MAC OSX, it is necessary to provide a customization of Adobe PS 8.7 for
all the HP DesignJet PostScript products except HP DesignJet 800PS and
HP DesignJet 3000PS (HP DesignJet 800PS and HP DesignJet 3000PS
solution is already based on Adobe PS 8.7).
o Native Mode PostScript drivers: It's necessary to provide a LaserWriter
customization. For the Mac OSX timeframe, the customization will be
done ough the PPD only and a special Mac OS X native installer is
needed.
Distribution
The HP DesignJet Mac OS X solution will be distributed in a CD-ROM into the box
with each HP DesignJet PostScript printer. This CD-ROM will contain a
MacroInstaller, all Mac OS drivers ( Mac OS 8.1 - 9.0 and Mac OS X) for all HP
DesignJet PostScript printers, for all languages. The HP DesignJet PostScript
printers family is:
o HP DesignJet 3500CP PS3 / HP DesignJet 2500CP PS3
o HP DesignJet 1055CM PS3 / HP DesignJet 1050CM PS3
o HP DesignJet 5000PS
o HP DesignJet 800PS
Localizations: English, French, German, Italian, Spanish, Japanese, Korean,
Taiwanese and Chinese
o Connectivity supported:
Native mode: Appletalk, LPR and USB.
Emulation Mode: Appletalk, LPR, USB and IPP.
Description
Printing Scenarios
The user will have two printing scenarios in Mac OSX. One for print from Mac OS
9 applications (Emulation mode) and a second path printing from Mac OS X native
applications.
The Installation process will install in the system two drivers: a
MacOS 9 driver based on Adobe PS 8.7 and a Mac OS X drivers based on
LaserWriter. The user must create two printers in the system: One printer
created ough the chooser or DTPU (Mac OS 9 print environment) and a second
printer created with the PrintCenter (Mac OS X print environment).
Each driver will have different installer and documentation but the PPD and
Colorsync profiles will be the same file. The Mac OS X native solution will be
based on exactly the same PPD and Colorsync profiles provided with the current
Mac Os 8.1 - 9.X driver.
Installation
The HP DesignJet CD-ROM will contain one directory for each printer model
and each directory with one installer for each localization:
17
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
/MacroInstaller program
/HP DesignJet 3500CP/2500CP
/MacOS9
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
/MacOSX
. /PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
/HP DesignJet 1055CM/1050CM
/MacOS9
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
/MacOSX
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
18
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
Taiwanese Installer
Japanese Installer
/HP DesignJet 5000PS
/MacOS9
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
/MacOSX
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
/HP DesignJet 800PS
/MacOS9
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
/MacOSX
/PPDs
English Installer
French Installer
German Installer
Italian Installer
Spanish Installer
19
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
Korean Installer
Chinese Installer
Taiwanese Installer
Japanese Installer
On Mac OSX native printing path, for all the localizations and
printer models, two plug-ins developed by HP must be copied in the
Mac OS X plug-in folder. These plug-ins provides the printer specific
functionality provided by Apple on Mac OS 8/9 but not available on
Mac OS X.
The MacroInstaller program is launched automatically when the CD-ROM
is introduced into the Mac computer, showing the following bitmap
file:
-------------------- ---------------------
[Photo Omitted] Macintosh software
-------------------- ---------------------
-------------------- ---------------------
hp
hp designjet series invent
-------------------- ---------------------
The program will detect automatically the OS localization in order to show
the MacroInstaller messages in the correct localization. The
MacroInstaller will show the following dialog boxes:
20
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
[Photo Omitted]
-----------------------------------------------------------------------
Welcome
Welcome to the HP DesignJet Setup Program.
Setup will guide you through the installation of your
printer. It will copy printer software to your PC and update
Windows files.
! Make sure your printer is properly connected to your
network or computer and that the printer is turned on.
It is strongly recommended that you close all other
applications before continuing this Setup. Click on
Help to find out how to close open applications.
Click Next to continue
Next > Cancel
-----------------------------------------------------------------------
Will show to the user the following printer list:
o HP DesignJet 3500CP PS3 / HP DesignJet 2500CP PS3
o HP DesignJet 1055CM PS3 / HP DesignJet 1050CM PS3
o HP DesignJet 5000PS
o HP DesignJet 800PS
[Photo Omitted]
-----------------------------------------------------------------------
Select Printer
Select the printer for which you are installing the software:
HP DesignJet 1055CM
HP DesignJet 1050/PS
HP DesignJet 1050C
HP DesignJet 3500CP
HP DesignJet 3000CP
HP DesignJet 2500CP
HP DesignJet 2000CP
HP DesignJet 755CM (C3198A)
HP DesignJet 755CM (C3198B)
HP DesignJet 750C Plus/PS
HP DesignJet 750C Plus
HP DesignJet 750C (C3195A)
Click Next to continue
Help (Back Next) Cancel
-----------------------------------------------------------------------
21
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
the MacroInstaller will launch the specific installer for the OS ,
Language and Printer model selected.
If the Mac OS is Mac OS X, the MacroInstaller will launch both, the Mac
OS 9 and Mac OS X installer.
Implementation notes
The main pieces of the Mac OS X roll project will be:
o MacroInstaller. Running on Mac OS 8.1 - 9.X and MAC OS X.
o Adobe PS 8.7 driver customization running on Mac OS 8.1 - 9.X and
Mac OS X emulation mode.
o Laser Writer driver customization running on Mac OS X native mode
based on PPDs + 2 plug-ins provided by ICD.
Check Points
Refer to the attached schedule
QA testing
Refer to the attached QA test plan.
22
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
EXHIBIT C
Pricing
NRE charges agreed upon by the parties amount to ______, which shall be
paid by HP to SA, according to the following deliverables schedule
(prior reception by HP of the appropriate invoice):
o $_____ upon execution of the Amendment by both parties,
o $_____ upon delivery of the Adobe PS 8.7 drivers for the CP
and 105X platforms and the delivery of the English Native
drivers for all platforms,
o $_____ upon delivery of the Macroinstaller and localized
native drivers for Mac OS X for all platforms.
NRE fees are based on only two (2) builds per installer. Fees do not
include shipping or customs fees for ICD printers sent to SA.
23
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
EXHIBIT D
Development Schedule
CHECKPOINTS:
1.- Native Drivers and Emulation Drivers for the English
Localizations: April 22nd 2001
2.- Native Drivers and Emulation Drivers for the FIGS
Localizations: June 17th 2001
3.- Native Drivers and Emulation Drivers for th KJCT
Localizations: July 3rd 2001
4.- Final Gold Master CD with both Native and Emulation drivers
for the languages: August 1st, 2001
24
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
EXHIBIT E
QA Test Plan
Test plan for HP OSX project
February 28, 2001
The testing will be performed in several stages, based on the progress
of the software development.
There are 6 different installers that need to be made for English, plus
the Macro installer. All of these will be localized. There are three
printers, each printer will have an installer for OS8/9 and another for
OSX.
After each phase the installers will be placed on FTP for HP review.
The version on FTP will be the version that had the testing performed.
After placing on FTP we will make sure file decompresses and works as
expected (to check for compression problems). An email will be sent to
HP describing the drop on FTP and listing what has been tested, what
needs to be tested, what has been fixed since last drop, and what items
remain to be fixed.
Durations are quoted in man-weeks.
1-Testing _____ and _____ under Mac OS8/9
The _____ and _____ installers were provided by HP, but were using an
older version of AdobePS. We have updated these to use AdobePS 8.7 and
re-assembled the installer. Other than the new AdobePS, the rest of the
components that install are identical to the previously tested
installer.
There is no need to test the 800/5000 installers as they were already
using the AdobePS 8.7 and no additional changes were necessary.
This phase of the testing is for the English software, so it will be
performed under English OS.
OS Test
----------------
8.1 Basic test
8.5.1 Basic test
8.6.1 Not tested
9.0.4 Basic test
9.1 Not tested (will be tested in Phase 2 with OSX testing)
The basic test will consist of the following
-Software installs on a clean environment
-Correct ICCs and PPDs are installing based on which model you select
-Correct documentation is installed and can be accessed
-HP options appear in Printer Specific Options page
-Custom page sizes are included
-Standard page sizes are all available
Note - For the _____ and _____ we need to know what features are
implemented in the PPD and if any plug-ins exist so we can test for
these functions. We already know how the 800/5000 functions with the
PPD and plug-ins, but for the other models we need to know what options
are supported and what features are added.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
-AdobePS 8.7 version is installing
-Chooser allows printer to be configured
-PPD is compatible with AdobePS 8.7, correct features must be available
-Print from Simple text can be sent over network to printer
-Print from Tier 1 over AppleTalk works
Duration - 4 drivers need to be installed, each time on three different
clean OSes. This should take 3 days per round of testing (about 90mins
each). Several rounds may be necessary depending on what fixes are able
to be incorporated into the installer.
Note - we need to know what applications are considered Tier 1 for this
phase. If it is only Adobe Illustrator 9 and Adobe Photoshop 6 then
this will add 2 hours per platform per application to testing. Because
of the long duration required to do a clean install and test each Tier
1 application I propose that we limit the number of Tier 1 applications
for this phase of testing, and also only perform it for one OS
(OS9.0.4). This will add 2 additional days to the testing per round.
This phase can begin immediately.
2-Mac OSX testing
The Mac OSX installer will not use the AdobePS, instead the Apple
LaserWriter driver will be used. The installer will use the same PPDs
and ICCs as the OS8/9 installer. During installation both a native and
a classic driver will be installed (the classic driver will be the same
as the OS8/9 driver). Apple LaserWriter comes pre-installed on OSX, so
the sub-installer will only install the PPDs and ICCs.
This phase of the testing is for the English software, so it will be
performed under English OS.
-Testing will be performed by launching sub-installer.
-All three printers will be installed, each under a clean OS:
2500/3500, 1050/1055, 800/5000.
-Correct ICCs and PPDs are installing based on which model you select
-Print from SimpleText can be sent to printer via AppleTalk. At this
stage we will not be testing any client applications (Tier 1
applications) or different I/O methods.
-Correct documentation is installed and can be accessed. Links in help
files work.
Duration - We will have to do at least two rounds of this test. One
round for the beta OSX and another round for the GM OSX. In addition, a
round of testing will need to be performed whenever a new build is
provided in order to confirm fixes. A single round will take 2 days.
3-Client and I/O testing
Full Client and I/O testing will only be performed with OSX. OS8/9
testing will only be done with AppleTalk.
The I/O testing will be performed for both OSX native, and OSX
classic modes.
Model AppleTalk IPP USB LPR
------------------------------------------------------
X X
X X
X X X
X X X
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
Application OSX Native OSX Classic
----------------------------------------------
SimpleText X X
Adobe Illustrator X X
Adobe Photoshop X X
Adobe InDesign X
Note - we need a list of Tier 1 applications to use for this phase of
testing. For OSX native we also need a beta copy of Adobe InDesign for
OSX to use for testing purposes.
-Software installs on a clean environment
-Correct ICCs and PPDs are installing based on which model you select
-Correct documentation is installed and can be accessed
-HP options appear in Printer Specific Options page
-Custom page sizes are included
-Standard page sizes are all available
-AdobePS 8.7 version is installing for Classic, but not for Native
-Chooser allows printer to be configured
For each model, all I/O methods will be tested from the specified
client applications from a single clean environment. The clean
environment won't be restored between each I/O method or between each
client application.
Duration - depends on the list of Tier 1 applications. With just
Illustrator and Photoshop it will take 2 weeks per round of testing.
4-Localization
Only after all above testing is completed will the software be
localized. For OS8/9 the software is already localized. For OSX the
PPDs will be based on the OS8/9 PPDs provided by HP. The Macro
installer will need to be localized. Help files (if any) also will need
to be localized during this phase.
Duration - 2 weeks (this time includes initial localization time and
time to fix any found localization problems).
5-Localization testing
OS8/9 localization was already done and only minimal testing will be
done to ensure product installs and runs. OSX localization needs more
thorough testing of the installer and to ensure all components are
localized, and that they are installed to the proper location. All
localization testing will be done on a clean installation of a
localized OS (so OSX French testing will be done on a French version of
OSX with a French version of the sub-installer). Only minimal I/O and
client testing will be performed on the localized versions.
E F I G S Cs Ct J K
-------------------------------------------------------------------
9.0.4 X X X X X X X X X
OSX Native X X X X X X
OSX Classic X X X X X X
-Testing will be performed by launching sub-installer from a
localized OS
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
-All three printers will be installed, each under a clean OS: _____,
____ and _____.
-Correct ICCs and PPDs are installing based on which model you select
-Print from SimpleText can be sent to printer via AppleTalk
-Correct documentation is installed and can be accessed. Links in help
files work
-Localizable components are localized - software must have localized
PPD and help files for all OSes, and for 9.0.4 and OSX Classic must
have localized AdobePS and plug-ins
-Localization is correct and there is no clipped text or untranslated
text in any of the installer interface
6-Testing Macro Installer
The Macro installer needs to detect the OS version, OS locale, and
prompt for what printer model to install. It should then launch the
appropriate sub-installer. The sub-installers have already been tested
under OS8 and OS9 in previous phases, so all we will test here is that
the appropriate sub-installer is launched. We will not install the
sub-installer components, only confirm that the correct one is
launched. At this point the software of OSX will not be localized. For
the OS8/9 we will use previously localized files. To test we each
language we will install a clean localized OS for that language and
make sure that language is properly detected and that the correct
sub-installer is launched.
E F I G S Cs Ct J K
-------------------------------------------------------------------
8.1 X X X X X X X X X
8.5.1 X X X X X X X X X
8.6.1 X X X X X X X X X
9.0.4 X X X X X X X X X
9.1 X X X X X X X X X
OSX Native X X X X X X
OSX Classic X X X X X X
-Macro installer recognized what locale OS is and launches correct
language sub installer for each model printer on a clean OS
-Macro installer allows user to select which printer to install
-For each OS, all three sub-installers will be launched without
restoring a clean OS again Since we will not be running the
sub-installer, the system will remain clean. We will only restore a
clean OS each time we change language or OS version
Duration - 45 clean OS8/9 installs and 6 clean OSX installs. OS8/9 will
take about 2 weeks per round and OSX will take 1 week per round
(additional time needed per clean OSX).
This phase can begin once localization is complete.
7-Final testing
To ensure that all components are functioning, after localization every
combination of OS version, OS language, Printer model and software
language will be tested. The test will consist of the following steps.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
-Launch Macro installer and make sure it detects OS language properly
-Each model that is selected should launch correct sub installer
-Correct components are installed
-A small job can be sent and printed over the network
-Localization is correct and there is no clipped text or untranslated
text in any of the installer interface
Duration - 3 weeks per round.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
EXHIBIT F
Account Managers
HP:
___________
Hewlett Packard Espanola, S.A.
___________
Scanvec Amaible INC
___________
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
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.
2. A nonexclusive license is granted to use the Software soley
for user's own internal business purposes on a single computer
connected to the single HP DesignJet printer purchased with
this Software.
3. This license binds the customer who opens this Software
package and any transferee authorized pursuant to section 8
below. For purposes of this License:
a) The term "user" means such customer and any authorized
transferee;
and
b) 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
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01
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).
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.
Note: Adobe is a registered Trademark of Adobe Corporation. All
other trademarks that appear in this document are hereby
acknowledged.
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33