Exhibit 3. Second Restated Master License Agreement between NDC Automation,
Inc. and ▇▇▇▇▇▇▇ et ▇▇▇▇▇▇▇▇ CO.AB dated September 13, 1999.
NDC, ▇▇▇▇▇▇▇ ET ▇▇▇▇▇▇▇▇ CO. AB
and
NDC AUTOMATION, INC.
SECOND RESTATED MASTER LICENSE AGREEMENT
This Agreement is made this 13th day of September, 1999, by and between
NDC, ▇▇▇▇▇▇▇ et ▇▇▇▇▇▇▇▇ ▇▇. ▇▇, a limited liability Swedish Corporation, with
its principal place of business in Saro, Sweden (hereinafter referred to as
"NDC"), Portec, Inc. with its principal place of business in Toledo, Ohio U.S.A.
("Portec") and NDC Automation, Inc., with its principal place of business in
Charlotte, North Carolina U.S.A. (hereinafter referred to as "NDCA"), effective
as of the day of closing of the Merger (the "Effective Date").
WHEREAS NDC has developed and owns electronic guidance systems,
processes, know-how, and valuable technical information related to the design,
manufacture, installation, and operation of Automatic Guided Vehicle Systems,
including patents issued in various countries related thereto; and
WHEREAS NDC develops, designs, manufacturers, distributes, and installs
electronic control and guidance components, equipment, and software used in
AGVS;
WHEREAS NDCA and NDC are parties to a certain Master License Agreement,
as amended (the "Current Agreement"), and both parties desire to amend, restate
and extend said Master License Agreement effective as of and subject to the
consummation of the Merger (as herein defined); and
WHEREAS NDC is aware of a proposed Agreement and Plan of Merger dated
September 13, 1999 among NDCA, Portec and ▇▇▇▇▇▇▇ Acquisition Corp. ("▇▇▇▇▇▇▇")
providing for the merger of ▇▇▇▇▇▇▇ with and into NDCA, where NDCA shall survive
as a wholly owned subsidiary of Portec (the "Merger"), and NDC acknowledges and
agrees that this Agreement and the terms and conditions contained herein shall
be for the benefit of NDCA as the surviving corporation in the merger and
assignable to the resulting business organization, which will be comprised of
NDCA and the Pathfinder Division of Portec (the "Resulting Company"), and that
if the Merger Agreement is terminated in accordance with its terms, this
Agreement shall become null and void.
Now, therefore, in consideration of these premises, the covenants
herein exchanged and other good and valuable consideration, the parties agree as
follows:
1. For the purposes of this Agreement, the following words and phrases shall
have the meanings indicated below:
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"AGVS" or Automated Guided Vehicle System shall mean a combination of
material handling vehicles, on-board and stationary computers, and
communication devices which work together to perform some or all of the
following functions: dispatching, guiding, blocking, starting and
stopping the vehicles, and communicating the status of each said
function, the vehicle's load, and the vehicle's condition, so as to
automatically move material on the vehicles throughout a designated
area.
"AGVS Control Components and Equipment" shall mean products which
perform guidance, communications, decision making, and/or control
functions for an AGVS. NDC and NDCA AGVS Control Components and
Equipment shall refer, respectively, to AGVS Control Components and
Equipment owned by NDC or NDCA or manufactured by or on behalf of NDC
and NDCA, and distributed by them to their customers.
"AGVS Control Know-How" shall mean all know-how, information,
processes, solutions, and techniques whether or not patented for using
and applying AGVS, including technical and product specifications,
communication, decision making, and control functions for an AGVS using
AGVS Control Components and Equipment. NDC and NDCA AGVS Control
Know-How shall refer, respectively, to AGVS Control Know-How owned by
NDC and NDCA.
"AGVS Software" shall mean computer executable instructions, however
embodied and in whatever format, for the purpose of performing
guidance, communication, decision making, or control functions for an
AGVS or for operating AGVS Control Components and Equipment. NDC and
NDCA AGVS Software shall refer, respectively, to AGVS Software owned by
NDC and NDCA. AGVS Software shall not include algorithms and
descriptive material (in all formats) generally known as source code.
It is expressly understood and agreed that nothing in this Agreement, including
the foregoing terms, shall be construed to include any technology or know-how
disclosed in the foregoing definitions which is owned, licensed, used or
developed by Portec or any of its affiliates, excluding NDCA and subject to
Section 9 hereof.
2. License Provisions.
2.1 NDC consents to the Merger and expressly agrees that this
Agreement, and all rights granted herein, shall inure to NDCA,
the Resulting Company and Portec effective concurrently with
the effectiveness of the Merger; provided, however, that if
the Merger Agreement is terminated in accordance with its
terms and the Merger is not consummated, this Agreement shall
become null and void and Portec shall not receive any rights
pursuant to this Agreement or any Master License Agreement
between NDC and NDCA, and the Current Agreement will remain in
effect and unaffected by this Agreement. Prior to the Merger,
the Current Agreement shall remain in effect as between NDC
and NDCA. NDC also agrees that any assignment of rights
provided by this Agreement to Portec or any other
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related company or entity formed as a result of the Merger
(which shall consist of NDCA and the Pathfinder Division of
Portec) shall not violate any terms of this Agreement.
2.2 NDC grants to NDCA the exclusive right to commercially and
technically utilize, apply, and sublicense the use of AGVS
Control Know-How, AGVS Control Components and Equipment, and
AGVS Software within the Territory, as hereinafter defined and
in accordance with the terms and conditions of this Agreement
(the "Exclusive Right") until December 31, 2002. After
December 31, 2002, the Exclusive Right shall automatically
continue for an additional two years until December 31, 2004
provided NDCA meets the agreed upon Performance Criteria,
attached hereto as Exhibit A. Before December 31, 2003 the
parties shall agree upon Revised Performance Criteria for the
following two-year period. After December 31, 2004, the
Exclusive Right shall automatically continue for subsequent
two year periods, provided NDCA meets the Revised Performance
Criteria for each such period. In the event that NDCA fails to
meet the performance criteria in either of the above-defined
periods, NDC shall have the right to terminate the Exclusive
Right under this Agreement and this Agreement shall be
converted into a non-exclusive License Agreement until the
termination of this Agreement.
2.2.1 NDCA shall have the right to sublicense the rights
granted herein upon terms and conditions not
inconsistent with those herein; provided, however,
that neither party shall have the right to sublicense
the manufacturing options rights granted herein;
2.2.2 NDCA may grant to its sublicensees the right to
incorporate NDC AGVS Control Know-How, AGVS Control
Components and Equipment, and AGVS Software only into
AGVS which are designed and manufactured within the
Territory; provided, however, there shall be no
territorial restrictions on the sublicensee for the
sale and installation of AGVS utilizing NDC AGVS
Control Know-How, AGVS Control Components and
Equipment, and AGVS Software;
2.2.3 NDC will honor any sublicense agreement entered into
by NDCA whether or not the term of any such agreement
extends beyond the term of this Agreement.
2.3 NDC grants NDCA an option to manufacture NDC's AGVS Control
Components and Equipment and AGVS Software within the
Territory. Upon election of said option by NDCA, the parties
shall negotiate with one another in good faith to establish
mutually acceptable terms and conditions to perfect the
option.
2.4 NDCA grants NDC an option to manufacture NDCA's AGVS Control
Components and Equipment and AGVS Software outside the
Territory, with the exception of
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products listed in Exhibit B. Upon election of said option by
NDC, the parties shall negotiate with one another in good
faith to establish mutually acceptable terms and conditions to
perfect the option.
2.5 In the event that NDC should file for bankruptcy or otherwise
become unable (whether temporarily or permanently) to supply
NDC AGVS Control Components and Equipment and AGVS Software
("Products") to NDCA, NDCA shall have the immediate right to
purchase its requirements for such Products (or components
thereof, as the circumstances require) directly from NDC's
suppliers and subcontractors, together with the right to
assemble, test and distribute finished Products. This right
shall terminate as soon as reasonably practical after NDC
resumes its ability and willingness to supply such finished
Products to NDCA itself. As consideration for the rights
granted in this paragraph, NDCA shall pay to NDC a reasonable
royalty on each Product sold, which must be negotiated as to
its exact amount; but in no event shall the landed price to
NDCA of finished Products purchased from suppliers or
subcontractors or assembled from components so purchased,
together with the royalty, exceed the normal purchase price
for such finished Products from NDC.
2.6 Each party hereby grants to the other the right to repair the
AGVS Components and Equipment of the other and the authority
to administer the warranty policy of the other in their
respective territories pursuant to the then current procedures
and policies for so doing, excluding the products listed in
Exhibit B.
2.7 NDC shall have the exclusive right to license NDCA's AGVS
Control Know-How, AGVS Control Components and Equipment, and
AGVS Software outside the Territory (as hereinafter described)
upon terms and conditions substantially identical to the
license provisions contained herein, excluding the products
listed in Exhibit B.
2.8 NDCA shall use its best efforts to market, sell and support
NDC's products and technology in every case where they are or
can be applied and with the objective to maximize sales of
NDC's products and technology, subject to any new products and
technology meeting mutually agreed upon performance standards.
2.9 NDCA agrees to promote, support and maintain the use of NDC's
trademarks and trade names such as, LAZERWAY and TEACH-IN, in
accordance with NDC's written policies and instructions, at
mutually agreed costs.
2.10 NDC and NDCA agree to develop a joint marketing and sales plan
for Teach-In (the "Sales Plan") in the Territory and to
implement the Sales Plan together. Contingent upon NDC and
NDCA agreeing on the commission rate on a case-by-case basis,
NDC will be allowed to enter into direct sales contracts with
major manufacturers of industrial trucks ("OEM Customers"),
who commit to buy
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volumes over and above a mutually agreed minimum purchase
order, and to ship Teach-In controls products directly to such
OEM Customers.
2.11 As part of NDC's global marketing program (the "Marketing
Program"), NDC will be allowed to and encouraged to include
the Territory in the Marketing Program, in order to increase
awareness of NDC's products and technology in the market place
and to create new business opportunities. NDC shall inform
NDCA about all planned marketing activities and coordinate the
implementation of such activities with NDCA. In the event such
activities generate interest by potential OEM
customers/partners, NDC will be welcome to make joint visits
to such customer sites together with NDCA. NDC shall not
solicit any customers in the Territory without the consent by
NDCA. If the OEM customer/Partner requests and contingent upon
the parties agreeing on the commission rate on a case-by-case
basis, NDC will be allowed to enter into direct sales
contracts with OEM customers/partners who commit to buy
volumes over and above a mutually agreed upon minimum purchase
order, and to ship AGVS Control Components and Equipment
directly to such OEM customers/partners.
2.12 NDC has signed and delivered to Portec and NDCA a letter dated
August 26, 1999 (the "Letter") attached hereto as Exhibit C,
which is effective as of the date hereof and NDC agrees that
the representations, warranties and terms provided in the
letter shall be fully incorporated in this Agreement as if
included herein.
3. Territory.
3.1 NDCA's exclusive territory shall be all of the North American
continent, i.e., USA, Canada and Mexico (the "Territory").
3.2 NDC's exclusive territory shall be all territories outside the
North American continent.
4. Documentation.
4.1 The parties shall provide one another with existing production
documentation (and any amended documentation, as it becomes
available) for NDC's and NDCA's AGVS Control Components and
Equipment and AGVS Software which the other has been granted
rights to in accordance with paragraphs 2.3 and 2.4 herein,
excluding the products listed in Exhibit B. Said documentation
shall be subject to terms, conditions, and limitations (if
any) imposed upon the parties as a result of software
licensing restrictions the parties may have with any software
supplier.
4.2 The reasonable cost for providing said documentation shall be
the responsibility of the receiving party.
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5. Extra-territorial Implementation of the Technology by Sublicensees. In the
event a licensee (or sublicensee, as the case may be), within an existing
territory, desires to fabricate an NDC or NDCA AGVS outside the territory (for a
specific AGVS project only) in which it is licensed (or sublicensed, as the case
may be), the following procedures apply:
5.1 The licensee (or sublicensee, as the case may be) must request
permission from the licensor in the Licensee's territory;
5.2 The territory licensor must request permission from the
extra-territorial licensor.
5.3 Permission may be granted to the extra-territorial request
upon complete review of all details including the disclosure
of the following information:
5.3.1 Name of purchaser;
5.3.2 Location of AGVS installation;
5.3.3 Type of AGVS installation; and
5.3.4 Other pertinent information deemed necessary
by the extra-territorial licensor.
5.4 For purposes of both quotation and purchase, the territorial
licensee shall purchase the AGVS Control Components and
Equipment and AGVS Software from its domestic licensor.
5.5 For purposes of both quotation and purchase, the territorial
licensee shall purchase the following items from the
extra-territorial licensor:
5.5.1 Engineering services;
5.5.2 Application/non-standard software;
5.5.3 Installation/support services; and
5.5.4 Other services, as the case may be.
5.6 If the extra-territorial request is of a permanent or ongoing
nature, then the licensee or sublicensee, as the case may be,
must negotiate an appropriate license agreement with the
extra-territorial licensor upon terms and conditions
acceptable to that licensor.
6. Product Development.
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6.1 Any and all new technology(ies), concepts, ideas, prototypes,
or products which are developed by one party shall be the sole
and exclusive property of that party; and
6.2 Any enhancements or improvements of existing NDC or NDCA AGVS
Control Know-How, AGVS Control Components and Equipment,
and/or AGVS Software sponsored or developed by NDC or NDCA,
excluding the products listed in Exhibit B, shall be the sole
and exclusive property of that party; however, the other party
shall have a royalty-free grant back on those enhancements or
improvements for marketing throughout their respective
Territory.
7. Name Change. NDCA agrees that the surviving corporation pursuant to the
Merger will have a corporate name that does not include the "NDC" acronym. NDC
agrees that, before, during and after the Merger, the new company shall be
allowed to reference NDC Automation, Inc. in press releases, advertisements,
brochures, and other such documents, with regard to the Merger.
8. Consulting Services. The parties agree to furnish consulting services to one
another upon the following terms and conditions:
8.1 The parties shall provide one another with ongoing training in
control philosophy and familiarization with NDC's and NDCA's
AGVS Control Know-How, AGVS Control Components and Equipment,
and AGVS Software to designated employees at reasonable
charges mutually agreed upon by the parties at site(s) to be
mutually agreed upon; provided, however, if one party requests
training at any site other than the designated location of the
other party, then the requesting party shall be responsible
for all travel, lodging, related miscellaneous, and food
expenses of the other party.
8.2 Allow each other and each others licensees or sublicensees, as
the case may be, access to visit each others installations in
the territories to examine applications of the NDC and NDCA's
AGVS Control Know-How, AGVS Control Components and Equipment,
and AGVS Software for educational or other commercial
purposes; provided, however, said visitations shall be subject
to approval by the affected licensee, sublicensee, or
customer, as the case may be.
8.3 Provide each other technical expertise, assistance, and
support from time to time to design, develop, install, and/or
operate a fully functioning AGVS, incorporating NDC or NDCA
AGVS Control Know-How, AGVS Control Components and Equipment,
and/or AGVS Software upon the following terms and conditions:
8.3.1 Each shall give the other as much prior
notice as possible of the need for technical
assistance;
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8.3.2 Each shall pay all travel expenses of food,
lodging, and incidental expenses incurred by
their personnel furnished at each others
request; and
8.3.3 Each shall pay for all consulting services
in accordance with a schedule of charges
which shall be agreed between the parties.
9. Use of Alternative Technology.
NDCA shall only market and sell NDC's AGVS products, except that NDCA
may market and sell AGVS products offered by Portec at the time of the Merger
and as listed in Exhibit B attached hereto. NDCA also retains the right to
market and sell any and all products which do not directly compete with NDC's
products, i.e. motor in wheel drives, motors, batteries, chargers, and any
products which are listed on Exhibit B. Portec, J ▇▇▇▇▇▇▇ Holdings, L.P. and
their respective subsidiaries (other than NDCA and the Resulting Company) shall
not develop, market or sell any product which may compete with NDC's AGVS
products, other than those listed in Exhibit B.
10. Sales Provisions. NDC agrees to sell to NDCA its NDC AGVS Control Know-How,
AGVS Control Components and Equipment, and license NDC AGVS Software, and NDCA
agrees to sell to NDC its NDCA AGVS Control Know-How, AGVS Control Components
and Equipment, and license NDCA AGVS Software, except the products listed on
Exhibit B hereto, in accordance with the following terms and conditions:
10.1 AGVS Control Know-How.
10.1.1 Unless otherwise agreed, NDCA shall pay a
royalty to NDC of ten percent (10%) of any
Enrollment Fee paid on any license or
sublicense, as the case may be, entered into
by it with a customer for the use by the
customer of the NDC AGVS Control Know-How,
said royalty to accrue after the execution
of this Agreement, where the term Enrollment
Fee shall mean any fee paid by a customer
for entering into a license or sublicense as
referred to in this Section 10.1.1; fees
paid based on the amount or number of
products/systems sold by a customer and
which utilize the NDC AGVS Control Know-How
shall not be considered as Enrollment Fees
for purposes of this Agreement; and
10.1.2 The royalty shall become due and payable
within thirty (30) days following the
receipt of an Enrollment Fee by one party
from its licensee or sublicensee, as the
case may be.
10.2 AGVS Control Components and Equipment.
10.2.1 NDCA shall always receive the most favorable
discount provided to any other party unless
any other discount is mutually agreed to in
writing
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between the parties. All discounts shall be
applied to the list prices in NDC's official
price list/buyers guide and for all
products, including Teach-In and future
products.
10.2.2 NDC and NDCA pricing shall be in accordance
with their then current price lists and then
current terms and conditions of sale.
10.2.3 Each reserves the right to adjust their
price list not more than once every twelve
(12) months by giving the other a notice of
at least ninety (90) days.
10.3 AGVS Software.
10.3.1 All NDC AGVS Software or NDCA AGVS Software
shall be licensed according to the party's
then current terms and conditions of sale.
10.4 Warranty.
10.4.1 NDC warrants that it is not aware and does
not possess any knowledge that the design of
the NDC AGVS Control Know-How, AGVS Control
Components and Equipment, and AGVS Software
as used, sold or licensed, (but excluding
any use by a customer) in compliance with
this Agreement, infringes or will infringe
on any domestic, or foreign patent, trade
secret, trademark, copyright or any other
proprietary rights claimed by others, with
the exception of the matters described in
Schedule 10.4.1 attached hereto.
10.4.2 The parties warrant that each item of AGVS
Control Components and Equipment shall:
10.4.2.1 be of good and merchantable
quality suitable for the
purposes specified in the
appropriate product
specification documentation;
10.4.2.2 conform in all respects to the
specifications established for
that item; and
10.4.2.3 be free of material defects in
workmanship for one (1) year
from the completion of the
installation of the goods, but
in no event shall such warranty
exceed eighteen (18) months from
the date of shipment of the
goods, except that NDC agrees
that with regard to all AGVS
Control Components and Equipment
and Software released after
July, 1997, the warranty for all
defects associated with or
caused by the Year 2000 shall
continue for ten (10) years.
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10.4.2.4 be Year 2000 Compliant with the
exception under Section 10.4.2.5
below. "Year 2000 Compliant"
shall be interpreted according
to the term "Year 2000
conformance" provided in the BSI
DISK PD2000- 1:1998, attached
hereto as Exhibit D.
10.4.2.5 AGVS Control Component and
Equipment and Software released
prior to July 1997, may not be
Year 2000 compliant in all
respects, as explained in the
Letter.
10.4.3 For those items found to be defective, each
party shall:
10.4.3.1 repair and/or replace, at its
option, free of charge that item
found to be defective during the
warranty period; and
10.4.3.2 if one party claims warranty, it
shall bear freight, packaging,
and insurance costs for the
shipment to the other party that
is associated with repaired or
replaced items.
10.4.4 In the event the product(s) is(are) not
covered by the foregoing warranty, then the
party providing the repair service shall
provide an estimated cost of repair or
replacement of the defective item(s) as to
those item(s) which do not fall within the
warranty provision and in good faith are
determined not to be defective. Return
shipment costs to be the responsibility of
the other party. In addition, NDC shall
provide support to NDCA related to Year 2000
issues as described on Exhibit E attached
hereto.
10.4.5 The parties warrant that each item of AGVS
Software shall:
10.4.5.1 perform in accordance with the
actual software license
agreement;
10.4.5.2 be Year 2000 Compliant as
defined in Section 10.4.2.4; and
10.4.5.3 provide warranty support in
accordance with the actual
software license agreement,
except that the warranty that
all AGVS Software shall be Year
2000 Compliant shall continue
for ten (10) years, with
exception for Section 10.4.2.5.
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10.4.6 If NDC is unable to correct any defects related to
the Year 2000 ("Year 2000 Defects") within a
reasonable period of time or if NDC does not attempt
to correct any Year 2000 Defects within a reasonable
time, NDCA shall have the option to modify the NDC
AGVS Components, Equipment and Software, or to allow
third parties to modify the NDC AGVS Components,
Equipment and Software.
10.5 Limitation of Liability.
10.5.1 The limitation of liability for damages resulting
from the shipment of defective items, late shipment,
or failure to ship, is limited exclusively to the
purchase price of that item.
10.5.2 Each shall not be liable for incidental or
consequential damages arising out of any defective
shipment, late shipment, or the failure to ship any
item.
10.5.3 AGVS Software is Licensed "as is," without warranty
as to performance, merchantability, or fitness for a
particular purpose, except for software released
after July, 1997, with regard to Y2K compliance: and
the entire risk as to results and performance is
assumed by the licensed party.
10.5.4 NDCA agrees that it will not sell the NDC AGVS
Control Know-How, AGVS Control Components and
Equipment, and AGVS Software separately or in
combination with non-NDC hardware, software or
know-how, and NDCA acknowledges that the NDC AGVS
Control Know-How, AGVS Control Components and
Equipment, and AGVS Software are designed to function
with one another and any combination with other
control know-how, control components and equipment,
and software may result in performance degradation
which may void existing warranties, unless
specifically otherwise provided in writing by NDC.
11. Indemnification. In this Agreement, NDC serves as a technology partner and
product source to NDCA. NDC supplies AGVS Control Know-How, AGVS Control
Components and Equipment and AGVS Software to be used as control tools and
building blocks in NDCA's and/or NDCA's customers' development, manufacturing
and marketing of AGVS. Consequently, except as provided in Section 10.4 hereof,
NDC cannot absorb any responsibility on the application and use of such products
by NDCA. NDC shall, however, indemnify NDCA and/or any of its customers against
cost and damage in the event a claim is brought against NDCA and/or any of its
customers for infringement in the Territory of a patent or other proprietary
right with regard to the design of AGVS Control Know-How, AGVS Control
Components and Equipment and AGVS Software, provided that NDCA promptly notified
NDC of such claim. NDC shall have the sole control of the defense and the
settlement of all negotiations, including selection of attorneys, and NDCA shall
cooperate with NDC in such defense or settlement and provide NDC with necessary
assistance, information and
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authority. NDCA and/or any of its customers shall have no claim against NDC for
consequential damages or loss of profit.
12. Term and Termination.
12.1 This Agreement shall be valid and continue in full force and
effect for an initial term of ten years from the effective
date hereof, unless sooner terminated in accordance with the
provisions of this Article 12. After the expiration of the
initial term or any renewal term, this Agreement shall be
renewed for an additional term of two years and thereafter
successively, unless either party notifies the other in
writing of its intent not to renew the Agreement or unless it
is otherwise terminated. To be effective, notification of
non-renewal must be sent to a party at least six months prior
to the end of the then current term.
12.2 This Agreement may be terminated at any time prior to the
expiration of its then current term:
(a) by an agreement in writing between the parties; or
(b) by either party immediately upon the giving of notice
or as otherwise provided below in the event the
other:
(i) commits a material breach of any of the
provisions of this Agreement (including but
not limited to a failure to pay any proper
invoice when due) and does not cure said
breach within thirty days after such
breaching party has been sent notice by the
other of the breach and the intent to
terminate;
(ii) ceases or suspends business as a going
concern, sells all or substantially all of
its assets, liquidates, dissolves or adopts
a plan of liquidation or dissolution; or
(iii) becomes bankrupt or insolvent, files or
suffers to be filed against it (in the
latter case, for a period of more than sixty
days) a petition or other pleading seeking a
declaration of bankruptcy, insolvency, the
appointment of a receiver, trustee or
conservator or otherwise seeks or obtains
any relief from debt or creditors generally.
(c) In the event that one party is acquired or controlled
by a competitor of the other party, the other party
may terminate this Agreement.
(d) by NDC, effective immediately upon giving notice, if
NDCA shall assign or attempt to assign its interest
in this Agreement in violation of paragraph 13.5.
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13. General Provisions.
13.1 Preservation of Secrecy.
13.1.1 During the term of this Agreement or any
sublicense agreement and five (5) years
thereafter, each party shall require their
licensees and sublicensees, as the case may
be, to execute an agreement guaranteeing
that the licensee or sublicensee, as the
case may be, take all necessary measures to
ensure that all information regarding NDC
and NDCA AGVS Control Know-How, AGVS Control
Components and Equipment, and AGVS Software
be safeguarded;
13.1.2 Upon the termination of any license or
sublicense agreement for any reason, the
licensee or sublicensee, as the case may be,
will be required to return all confidential
information in accordance with the governing
agreement; and
13.1.3 Upon the termination of this Agreement, both
parties shall return any confidential
papers, documents, drawings, and copies
thereof supplied to it by the other party.
13.1.4 Each party acknowledges the confidential
nature of each other's proprietary
documentation relating to AGVS Control
Know-How, AGVS Control Components and
Equipment, and AGVS Software, and that any
unauthorized disclosure thereof could cause
irreparable harm. Each party hereto agrees
to undertake every reasonable measure
necessary to maintain, preserve, and protect
each other's confidential, proprietary
information.
13.2 Exchange of Information. During the term of this Agreement,
the parties jointly agree to furnish to the other any and all
relevant information regarding any improvements,
modifications, and its general experiences relating to the
application of the NDC and NDCA AGVS Control Components and
Equipment, and AGVS Software whenever such information would
prove invaluable and relevant to that party.
13.3 Force Majeure. All sales and services between the parties are
subject to fire, strikes, lockouts, accidents, inability or
delays in transportation, any national or local law affecting
importation of any item. Acts of God, or causes above and
beyond the reasonable control of either party shall absolve
the other party of any liability to the other or any of their
respective customers.
13.4 Agency. This Agreement shall not be construed to give rise to
any agency relationship between NDC and NDCA.
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13.5 Assignment. This Agreement, including any Exhibits hereto,
shall be binding upon the parties hereto and their respective
successors and assigns; however, neither party may assign this
Agreement without the prior express written consent of the
other party, except as specifically provided in this
Agreement, i.e., in Section 2.1, and with respect to the
Merger. Any assignment of this Agreement in violation of this
Section 13.5 shall be null and void.
13.6 Severability. If any provision of this Agreement is held
illegal, invalid, or unenforceable, that provision shall be
severed from the whole and will not affect the legality or
enforceability of the remainder of the Agreement.
13.7 Governing Law. This Agreement shall be governed by and in
accordance with the laws of the State of North Carolina,
United States of America.
13.8 Entire Agreement. This Agreement contains the entire and
complete understanding of the parties and is intended to be
the final statement of all terms and conditions herein
contained. This Agreement replaces all prior agreements,
course of dealing, statements and representations made by or
between the parties, including but not limited to the RESTATED
MASTER LICENSE AGREEMENT dated November
30, 1995 with an effective date of December 1, 1995. Any
provision, modification, or amendment to this Agreement must
specify with certain particularity each addition, change, or
modification and be a duly authorized representative of each
party hereto.
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
the signatures of their respective duly authorized officers or representatives
as of the day and year written below.
NDC, ▇▇▇▇▇▇▇ ET ▇▇▇▇▇▇▇▇ CO. AB
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/Jan Jutander
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Jan Jutander
Its: PRESIDENT & UP
NDC AUTOMATION, INC.
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its: PRESIDENT
PORTEC, INC.
By: /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: PRESIDENT
15
EXHIBIT A
Performance Criteria
EXHIBIT A
Performance criteria to retain exclusivity beyond the year 2000
---------------------------------------------------------------
Licensee to purchase (=shipments) products from NDC in excess of SEK 17,000,000*
in the calender year 2002,
Or
--
Licensee to purchase (=shipments) products from NDC in excess of SEK 36,000,000*
during the 3-year period 1/1 2000 - 31/12 2002.
------
In the event any direct sales are made by NDC to OEM customers in the
Territory, 50% of the corresponding purchase amount Licensee would have paid to
NDC will be applied against the above minimums.
*) Please refer to attached memo "Projected NDCA Purchase Commitment to NDC AB".
In case any of the new products, e.g. Teach-In or WGU, are not made available to
the Licensee or not sold in any other markets in commercial volumes during any
or all of the 3-year period, the parties agree to negotiate in good faith what
impact this may have on the performance criteria.
EXHIBIT B
Portec Products
EXHIBIT B
Portec Pathfinder product offering - Exception from exclusivity
---------------------------------------------------------------
1. Narrow Aisle Guidance Control Products
-----------------------------------------
Existing product line and continuous modifications/improvements to the
same.
2. AGVS Controls Products and vehicles
--------------------------------------
Existing product line - "ADS" (Automatic Delivery System) - which consists
of wire guided controls products and vehicles for simple, "low-end",
systems and continuous modifications/improvements of the same.
EXHIBIT C
Letter
[GRAPHIC]
EXHIBIT C
page 1 of 2
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To: NDC Automation, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
LETTER OF COMFORT
RE: YEAR 2000 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
In response to you request for a Letter of Comfort addressing the Y2K issue, NDC
AB is pleased to advise you as follows:
In our capacity as Licensor to NDCA for AGVS controls products and technology,
NDC AB takes responsibility for the AGVS basic functionality in the systems.
However, our functional responsibility is limited to the NDC software and
hardware building blocks that together with generally available hardware (e.g.
PCS) and software (e.g. BIOS, operative systems: NT) and additionally non-NDC
developed software, form the complete AGVS control system.
So, the specific AGV system Y2K compliance is highly dependent on that all
hardware and software in the AGV system are compliant.
From NDC's point of view we have during the last year communicated to our
partners, AGVS suppliers, in this matter about our findings relative to the Y2K
compliance of NDC'S products and the necessity to investigate and secure the
compliance of non NDC products concerned in the control system structure.
As it appears from our latest communication to our partners, we have, in our
continuing extensive testing, not found any functionally detrimental defects in
the NDC software and hardware products.
[GRAPHIC]
EXHIBIT C
page 2 of 2
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NDC warrants that NDC products released after July 1997 are Y2K compliant. In
the unlikely event that any non-compliant functionality or "cosmetic" defects
will be discovered, NDC will furnish a corrected version with all possible
speed, at no cost in full accordance with our warranty commitment and
procedures.
Products released before July 1997, not covered by the Y2K warranty, may have
cosmetic defects that might appear as confusing dates. This will, however, not
influence the functionality of the system and NDC is able to offer corrected
versions on request.
We are, on request, also prepared to respond to any questions or any demands for
assistance that may appear during this fall, in order to secure that all NDC
controlled systems will perform to the end a users' satisfaction, when the new
millenium starts, to the benefit of all parties involved. To this end, NDC AB
has appointed an adequate special task force that will advise and support our
partners and customers on Y2K issues.
Saeroe August 26, 1999
NDC, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ CO
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
President
EXHIBIT D
Year 2000 Conformance
EXHIBIT D
[GRAPHIC]
A DEFINITION OF YEAR 2000 CONFORMITY
REQUIREMENTS
PREAMBLE TO THE SUMMER 1998 AMENDMENT
BSI DISC originally published PD 2000-1 in January 1997 and it has been widely
adopted. A review of the document was conducted by the responsible committee
(DDD/I/3) in the spring of 1998 taking into account comments received. The
committee considered that amendments to the fundamental conformity requirements
were neither necessary nor desirable. The Definition and the four Rules are
unchanged but, to add value to the document and aid its interpretation, the
Amplification sections have been amended. This document, PD 2000-1:1998,
replaces the previous version of PD 2000-1 but does not change its requirements.
An additional document PD2000-4, entitled "PD2000-1 in Action" will provide
further information on PD2000-1:1998 together with information on its use.
Paragraph numbers have been enhanced in the Amplification section to aid
referencing and substantial revisions to the document are indicated by side
lines against the changed text.
INTRODUCTION
This document addresses what is commonly known as Year 2000 conformity (also
sometimes known as century or millennium compliance). It provides a
definition of this expression and requirements that must be satisfied in
equipment and products which use dates and times.
It has been prepared by British Standards Institution committee BDD/1/3 in
response to demand from UK industry, commerce and the public sector. It is the
result of work from the following bodies whose contributions are gratefully
acknowledged: BT, Cap Gemini, CCTA, PricewaterhouseCoopers, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
ICI, National Health Service, National Westminster Bank. Additionally, BSI DISC
acknowledges the support of the Electronics and Information Industries Forum
(EIIF), Action 2000, Taskforce 2000 and Digital Equipment as well as the
original bodies for their participation in the review of this document.
BSI DISC would also like to thank the following organizations for their support
and encouragement in the development of this definition; Barclays Bank, British
Airways, Cambridgeshire County Council, Computer Software Services Association,
Department of Health, Ernst & Young, Federation of Small Businesses, IBM, ICI,
National Power, Paymaster Agency, Prudential Assurance, Reuters, Tosco Stores.
While every cure has been taken in developing this document, the contributing
organizations accept no liability for any loss or damage caused, arising
directly or indirectly, in connection with reliance on its contents except to
the extent that such liability may not be excluded at law. Independent legal
advice should be sought by any person or organization intending to enter into a
contractual commitment relating to Year 2000 conformity requirements.
THIS ENTIRE DOCUMENT OR THE DEFINITION SECTION (INCLUDING THE FOUR RULES) MAY BE
FREELY COPIED PROVIDED THAT THE TEXT IS REPRODUCED IN FULL, THE SOURCE
ACKNOWLEDGED AND THE REFERENCE NUMBER OF THIS DOCUMENT IS QUOTED. IT IS
RECOMMENDED THAT THE AMPLIFICATION SECTION BE INCLUDED. REFERENCES TO
"PD2000-1:1998" SHALL BE INTERPRETED AS MEANING THE ENTIRE DOCUMENT.
THE DEFINITION
Year 2000 conformity shall mean that neither performance nor functionality is
affected by dates prior to, during and after the year 2000.
In particular:
RULE 1 No value for current date will cause any interruption in operation.
RULE 2 Date-based functionality must behave consistently for dates prior to,
during and after year 2000.
RULE 3 In all interfaces and data storage, the century in any date must be
specified either explicitly or by unambiguous algorithms or inferencing
rules.
RULE 4 Year 2000 must be recognized as a leap year.
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DISC is a part of the British Standards Institution
BSI, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇
Tel: ▇▇▇▇ ▇▇▇ ▇▇▇▇
ISBN 0 580 305 074
AMPLIFICATION OF THE DEFINITION AND RULES
1. GENERAL EXPLANATION
1.1 Problems can arise from some means of representing dates in computer
equipment and products and from datalogic embedded in purchased goods or
services, as the year 2000 approached and during and after the year. As a
result, equipment or products, including embedded control logic, may fail
completely, malfunction or cause data to be corrupted.
1.2 To avoid such problems, organizations must check, and modify if
necessary, internally produced equipment and products and similarly check
externally supplied equipment and products with their suppliers. The purpose of
this document is to allow such checks to be made on a basis of common
understanding.
1.3 Where checks are made with external suppliers, care should be taken to
distinguish between claims of conformity and the ability to demonstrate
conformity.
2. AMPLIFICATION OF THE DEFINITION
2.1 PD2000-1(all editions) is solely concerned with the performance and
functionality of a single version, release or system. It does not address
differences in performance or functionality between different versions, releases
or systems.
2.2 Variations in performance immeasurably small in the context of use do
not make a version, release or system non-conformant.
3. AMPLIFICATION OF THE RULES
3.1 RULE 1
3.1.1 This rule is sometimes known as general integrity.
3.1.2 If this requirement is satisfied, roll-over between all significant
time demarcations (e.g. days, months, years, centuries) will be performed
correctly.
3.1.3 Current date means today's date as known in the equipment or product,
i.e., the actual date of operation [NOTE* this refers to normal operation and
does not prevent testing.]
3.2 RULE 2
3.2.1 This rule is sometimes known as date integrity.
3.2.2 This rule means that all equipment and products must calculate,
manipulate and represent dates correctly for the purposes for which they were
intended.
3.2.3 The meaning of functionality includes both processes and the results of
those processes.
3.2.4 If desired, a reference point for date values and calculations may be
added by organizations; e.g., as defined by the Gregorian calendar.
3.2.5 No equipment or product shall use particular date values for special
meanings: e.g., "99" to signify "no end value" or "end of file" or "00" to mean
"not applicable" or "beginning of file" unless the values in question lie
outside its possible date range.
3.3 RULE 3
3.3.1 This rule is sometimes known as explicit/implicit century.
3.3.2 It covers two general approaches:
(a) explicit representation of the year in dates: e.g. by using four
digits or by including a century indicator. In this case, a reference may be
inserted (e.g. 4-digit years as allowed by ISO 8601:1988) and it may be
necessary to allow for exceptions where domain-specific standards (e.g.
standards relating to Electronic Data Interchange, Automatic Teller Machines or
Bankers Automated Clearing Services) should have precedence.
(b) the use of inferencing rules: e.g. two-digit years with a value
greater than 50 imply 19xx, those with a value equal to or less than 50 imply
20xx. Rules for century inferencing as a whole must apply to all contexts in
which the date is used, although different inferencing rules may apply to
different date sets. Where any date element is represented without a century,
the correct century shall be unambiguous for all manipulations involving that
element.
3.4 RULE 4
3.4.1 Aleap year is defined in ISO 8601:1998 (amended in 1991) as follows:
"year, leap: In the Gregorian calendar, a year which has 366 days. A leap year
is a year whose number is divisible by four an integral number of times, except
that if it is a centennial year it shall be divisible by four hundred an
integral number of times."
3.4.2 Thus, for example, 2000 is a leap year but 1900 is not.
4 GENERAL NOTES
4.1 For Rules 1 and 2 in particular, it is recommended that the allowable
ranges for values of current date and dates to be manipulated be documented,
recognizing that all systems have some limitation on the valid date ranges. The
ranges may relate to one or more of the feasible life-spans of equipment or
products or the span of dates required to be represented by the organization's
business processes.
4.2 Tests for specifically critical dates may also be added (e.g. for leap
years, end of year, etc.). Organizations may wish to append additional material
in support of local requirements.
4.3 Where the term "century" is used, clear distinction should be made
between the "value" denoting the century (e.g. 20th) and its representation in
dates (e.g. 19xx): similary, 21st and 20xx.
[GRAPHIC]
DISC is a part of the British Standards Institution
BSI, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇
Tel: ▇▇▇▇ ▇▇▇ ▇▇▇▇
ISBN 0 580 305 074
EXHIBIT E
Year 2000 Support
EXHIBIT E
[GRAPHIC]
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ CO AB
--------------------------------------------------------------------------------
YEAR 2000 MEMO
1. Testing Procedures
-------------------
NDC represents and warrants that it has conducted a thorough analysis and
extensive testing of its AGVS Control Components, Equipment and Software that
are licensed to NDCA pursuant to the Restated Master License Agreement (the
"MLA"). These tests were designed to determine whether the NDC AGVS Control
Components, Equipment and Software would develop operational defects or other
problems after September 9, 1999, January 1, 2000 and February 28, 2000 ("Year
2000 Problems"). Based on these procedures and actual testing by NDC, NDC
represents that it is confident that NDC AGVS Control Components, Equipment and
Software released after July, 1997 are Year 2000 compliant as defined in the BSI
DISC PD2000-1: 1998
NDC also represents that it has adopted a set of procedures set forth in
"Testing of NDC Equipment for Millennium Changeover Compliance" (the
"Procedures"), attached hereto as Exhibit 1.
2. Y2K Response Team and problem solving guidance
-------------------------------------------------
NDC will during the fall establish an engineering/technical support team duly
trained to address Y2K problems in connection with NDC AGVS products. NDC
commits to provide NDCA with a troubleshooting guide, with the objective to help
an engineer determine where in a system possible Y2K-problems may originate. NDC
also commits that all Y2K-related technical information, experiences, tests,
etc. this team collects, will be furnished to NDCA without any costs. Direct
support to NDCA and NDC partners by phone or by technical assistance at customer
sites will be provided at NDC's standard engineering rates.
3. Products released prior to July 1997
----------------------------------------
NDC and NDCA recognize that NDC AGVS Control Components, Equipment and Software
released prior to July 1997 may have cosmetic defects in the form of date
readouts. Changes and solutions to those NDC AGVS Products will be offered from
NDC on a case by case basis at NDC's standard engineering rates.
??? September 1, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇ ▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
President
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EXHIBIT 1
NDC Y2K Testing Procedures 1(10)
--------------------------------------------------------------------------------
TESTING OF NDC EQUIPMENT FOR MILLENNIUM CHANGEOVER COMPLIANCE
1 INTRODUCTION
This document describes the procedures for testing the Y2K compliance of
NDC standard equipment with reference to British Standard Institution DISC
PD2000-1:1998 "A definition of year 2000 conformity requirements", see
Appendix 1.
The NDC equipment range with possible Y2K problems, are
1. NDC software executing in proprietary hardware, e.g. ACC70, CT3000. The
operating system functions are performed within the software package,
and they will be tested together. The Y2K compliance of the hardware
functions used by the software package must be established.
2. NDC software executing in non-NDC hardware (PC), e.g. NT7000, Cway. In
this case, it is the responsibility of the customer to ensure the Y2K
compliance of the hardware and operating system.
When performing compliance testing of such software, it must be ensured
that all tests are performed with Y2K compliant hardware and operating
system.
The procedures consist of several test, each described here. THE RESULT of
each test shall be recorded as:
o P (Pass) - The test results observes match the Expected Result.
o N/A - The test is Not Applicable to the equipment.
o F (Fail) - Abnormal results occur.
In case of Fail, ▇▇▇▇ the EFFECT field:
o I - Inconvenient, the functioning of the equipment was not
influenced.
o S - Severe, the equipment functioned erroneously.
o C - Catastrophic, the equipment shut down or would not
function.
Use the COMMENT field to expand on the nature of the failure.
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2. PRE-TEST PROCEDURES
These procedures must be performed before the actual testing.
Use the pre-test checklist to record the outcome.
2.1 ASCERTAINING THE Y2K COMPLIANCE OF THE HARDWARE PLATFORM AND OPERATING
SYSTEM.
2.1.1 NDC Proprietary hardware.
2.1.1.1 Identify the hardware.
Is it the same hardware platform as that originally delivered to the
customers?
2.1.1.2 Does the hardware contain Real Time Clock circuitry?
Check the manufacturers' data sheets.
2.1.1.3 Does the software package use any hardware Real Time Clock function
that is not Y2K compliant?
Check with the designer responsible for the product.
2.1.2 PC-BASED EQUIPMENT.
It is imperative that only readily available, standard Real Time Clock
Circuitry and BIOS are used in the tests.
2.1.2.1 Is the hardware and BIOS confirmed Y2K compliant?
If not, replace the PC.
2.1.2.2 Is the operating system Y2K compliant?
If not, upgrade or replace the PC.
Only standard and readily available versions of and Service Packs for
the operating system must be used in this test.
2.2 TESTING TOOLS.
2.2.1 Do you have the appropriate functionality test tables and parameters?
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They must be in source code form, for compilation at various time
settings on the programming unit.
2.2.2 Do you have the appropriate support equipment?
All support facilities, such as ACC7O, host emulator, communication
equipment etc, must be Y2K compliant, and of the versions originally
delivered to the customer.
2.2.3 Do you have the appropriate test programs in the support equipment?
2.3 DISCONNECT NETWORKS.
Disconnect component from any network that may adversely affect or be
affected by changing dates or checking operation of the component to
be tested.
3 TEST PROCEDURES.
This section will describe the testing to be performed on the
component.
3.1 Check Component Function.
3.1.1 Identify Date Function Existence.
o If the component has NO date function, place an N in the Date
Function field.
o If the component has a date function, place a Y in the Date
Function field.
If the component has NO date function, the tests in Section 3 will NOT
be perfomed. Go to Section 4.
3.1.2 Identify Date Display Formats.
o Check the "2" box if a two digit display exists. 00, 99, 98 etc.
o Check the "4" box if a four digit display exists. 2000, 1999, 1998
etc.
o Check both the "4" and "2" box if both displays exist.
3.1.3 Check the functioning of the component.
With pre-2000 dates, check that the equipment is functioning properly.
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3.2 Manual Rollover, Reboot, Day of week tests.
3.2.1 Rollover - 1999 to 2000 - Power On.
Test:
1. Set the clock date to 31 Dec. 1999.
2. Set the time to 23:59 (11:59pm).
3. Observe the clock date display after 00:00 (12:00am).
4. Check the component functions.
Expected Result:
o The clock displays 1 Jan 2000 and component operates normally.
3.2.2 Day of Week.
Test:
1. Verify the clock date is still displayed as 1 Jan 2000 from the
previous test.
2. Observe the clock day of the week display.
Expected Result:
o The clock day of the week display shows Saturday.
3.2.3 Reboot - Date retention.
Test:
1. Verify the date is still displayed as 1 Jan 2000 from the
previous test.
2. Power down the component.
3. Wait 30 seconds.
4. Power up the component.
5. Observe the clock date display.
6. Check the component functions.
Expected Result:
o The clock still displays 1 Jan 2000 and component operates
normally.
3.2.4 Rollover 1999 to 2000 - Power Off.
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Test:
1. Set the clock date to 31 Dec. 1999.
2. Set the clock time to 23:50p (11:50p.m.).
3. Power down the component before the clock can roll over to the
year 2000.
4. Wait until after "midnight" (11 minutes), keeping the power off.
5. Power up the component.
6. Observe the clock date display.
7. Check the component functions.
Expected Result:
o The clock displays 1 Jan 2000 and component operates normally.
3.3
Leap Year Test.
3.3.1 Leap Year - Rollover 2/28 - Power On.
Test:
1. Set the clock date to Monday, 28 Feb 2000.
2. Set the clock time to 23:59 (11:59pm).
3. Observe the clock day and date display after 00:00 (12:00am).
4. Check the component functions.
Expected Result:
o The clock day and date should be Tuesday, 29 Feb 2000. The
component operates normally.
3.3.2 Leap Year - Reboot 2/29.
Test:
1. Set the clock date to 29 Feb 2000.
2. Power down the component.
3. Wait 30 seconds.
4. Power up the component.
5. Observe the clock day and date display.
6. Check the component functions.
Expected Result:
o The clock date should be Tuesday, 29 Feb 2000. The component
operates normally.
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3.3.3 Leap Year - Rollover 2/29 - Power On.
Test:
1. Verify the clock date is still Tuesday, 29 Feb 2000 from the
previous test.
2. Set the clock time to 23:59 (11:59pm).
3. Observe the clock day and date display after 00:00 (12:00am).
4. Check the component functions.
Expected Result:
. The clock day and date should be Wednesday, 1 March 2000. The
component operates normally.
3.4 Special Value Test.
Test:
1. Set the clock date to 9/9/1999.
2. Check the component functions.
3. Attempt to set the clock date to 0/0/200l.
4. Check the component functions. The component might not accept
this date, but it should then keep the old date and function
normally.
Expected result:
. The machine and component operated normally in both cases.
3.5 Download Tests.
3.5.1 Downloading pre-2000 tables and parameters.
Test for proprietary hardware components:
. Already tested, ▇▇▇▇ test protocol accordingly.
Test for PC based components:
1. Set the clock date to 11 Jan 2000.
2. Download and install a definition file created before year 2000.
3. Check the component functions.
Expected result:
. The component functions normally.
3.5.2 Downloading post-2000 tables and parameters.
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Test for proprietary hardware components:
1. Set the clock date to 11 Jan 2000.
2. Set the definition unit clock date to 5 Jan 2000 and prepare a
set of definition EPROMs.
3. Install these EPROMs.
4. Check the component functions.
Test for PC based components:
1. Set the clock date to 11 Jan 2000.
2. Set the definition unit clock date to 5 Jan 2000 and prepare a
definition file.
3. Download and install this definition file.
4. Check the component functions.
Expected result:
. The component functions normally.
3.6 Log file tests.
Use these tests only on components with logging facility.
3.6.1 File creation test.
Use only on PC based components.
Test:
1. Set the clock date to 10 am, 29 Feb 2000.
2. Create an event so that a log file is created.
3. Set the clock date to 10 am, 1 Mar 2000.
4. Create an event so that a log entry is created.
5. View the name and creation date of the created file(s).
Expected result:
. Two new files were created with the correct dates 2/29/00 and
naming.
3.6.2 File entry dating test.
Test:
1. View the contents of the files created in test 3.5.1.
Expected result:
. The date and time of the entries shall be correct.
3.6.3 Uploading of log entries.
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Use only on components based on proprietary hardware.
Test:
1. Set the clock date to 10 am, 29 Feb 2000.
2. Create events giving log entries.
3. Upload log entries.
4. View log entries.
Expected result:
. The date and time of the entries shall be correct.
3.7 Trace file tests.
Use these tests only on components with tracing facility.
3.7.1 File creation test.
Use only on PC based components.
Test:
1. Set the clock date to 10 am, 29 Feb 2000.
2. Create an event so that a trace file is created.
3. Set the clock date to 10 am, 1 Mar 2000.
4. Create an event so that a trace entry is created.
5. View the name and creation date of the created file(s).
Expected result:
. Two new files were created with the correct dates 2/29/00 and
naming.
3.7.2 File entry dating test.
Test:
1. View the contents of the files created in test 3.5.1.
Expected result:
. The date and time of the entries shall be correct.
3.7.3 Uploading of trace entries.
Use only on components based on proprietary hardware.
Test:
1. Set the clock date to 10 am, 29 Feb 2000.
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2. Create events giving trace entries.
3. Upload trace entries.
4. View trace entries.
Expected result:
. The date and time of the entries shall be correct.
4 POST-TEST PROCEDURES.
All of the tests must be completed before performing these post-test
procedures.
4.1 Set Component Date and Time.
Set the date and time to the correct actual date and time.
4.2 Reconnect any Networks.
Reconnect any network cables that were disconnected before the testing
began.
4.3 Power-Up and Confirm Operation.
Verify that the component operates normally.
4.4 Sign and Submit the Test Results.
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Rev Date By Revision Appr.
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990408 KG Created
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KG 08/24/99 (c) NDC AB ▇▇▇ ▇▇ ▇▇▇ test procedures D4-9451-100