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EXHIBIT 10.02
TIER II AGREEMENT
GENERAL MOTORS
POWERTRAIN GROUP
AND
NEMATRON CORPORATION
FOR THE
PV6 & L850 ENGINE PROGRAMS
JANUARY 10, 1997
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1. SCOPE AND CONTENT
1.1. GENERAL
The scope of this agreement is the GMPTG Premium V6 Engine
Program and the GMPTG L850 Program. This agreement may be
extended to other GMPTG programs if mutually agreeable between
GMPTG and Nematron Corporation.
1.2 HARDWARE
ICC-5000-xxx
Includes the following:
Nematron part *
* : *
* : *
* : *
* : *
* : *
* : *
* : *
*
*
* : *
* : *
* : *
* : *
* : *
Based on the hardware and software configuration specification
provided by GMPTG, Nematron agrees to assemble and test each
PC prior to shipment to any PV6 or L850 OEM. Nematron reserves
the right to substitute components of equal or greater
capability and quality as the component market dictates with
GM concurrence.
* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.
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2. PV6 & L850 PROGRAMS
2.1 PRICING
The following pricing will be honored to the respective sites
for the duration of the GMPTG Premium V6 and L850 programs.
The price to GMPTG for the configuration described in section
1.2 above is * per unit.
Additional 3rd party hardware/software as needed to make up
plant specific configured units may be purchased from Nematron
at * All hardware/software will be installed, configured, and
tested by Nematron prior to shipment to GMPTG or OEM's at no
additional charge, except as specifically agreed upon between
Nematron & GMPTG.
2.2 *
*
2.3 WARRANTY
Nematron will honor a limited warranty for the PV6 & L850
programs for * from the start of regular production. All
Nematron components of the hardware selected for this project
are covered by this warranty. Nematron warrants that the
articles to be delivered under this agreement will be free
from defects in material and workmanship under normal use. All
warranties are contingent upon proper use in the application
for which the products are intended and do not cover products
which have been modified without Nematron's approval or which
have been subjected to operating and/or environmental
conditions in excess of the maximum values established
therefore in the applicable specifications, or testing,
repair, alteration, damage, assembly or processing that alters
physical or electrical properties.
Third Party Cards
Nematron will assist General Motors in selecting third party
vendors that will honor a * warranty. However, all warranties
for third party products are the responsibility of that
company. Should any of these companies offer extended
* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.
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warranties at a cost, Nematron would be willing to purchase
and manage these extended warranties on behalf of General
Motors at fair market prices. Nematron will inform GMPTG on
any 3rd party products that are not covered under the Nematron
warranty.
Claims
All returns will be accompanied by an RMA number. Nematron
will work closely with GMPTG to analyze all failure data and
incorporate the findings into manufacturing processes as
determined. Nematron agrees to pick up and deliver all
Nematron provided equipment to all GMPTG plants * of Nematron
Corporation. Outside this area, GMPTG will pay freight to
Nematron and Nematron will pay return freight.
2.4 SPARE PARTS INVENTORY
Nematron will consign warranty inventory, at no charge to
GMPTG. The spare parts inventory shall consist of * quantity
of the total Nematron units purchased for each plant. These
quantities will be calculated and delivered to each plant
covered under this agreement and having a minimum of * PC's *
prior to SORP and shall be readjusted annually. After the
warranty period, these inventories shall be made available to
GMPTG at * . Nematron agrees to manage and update this
inventory with the current hardware technology that this being
used on the program during the warranty period. Nematron may
rotate warranty stock periodically at Nematron's discretion.
* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.
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3. TECHNICAL SERVICE AND SUPPORT
3.1 PROGRAM MANAGEMENT
Nematron agrees to assign a program manager to handle the PV6
& L850 programs. This program manager will have the following
roles and responsibilities:
3.1.1. Work with GMPT to establish architecture, hardware
and software requirements. Develop Hardware and
Software specifications as applied to the PV6 and
L850 programs.
3.1.2. Work with Original Equipment Manufacturers during
simultaneous engineering phase to develop and
implement innovative ideas.
3.1.3. Create functional specification for Nematron product
design engineers of each project which includes;
hardware requirements, software requirements,
interfacing details, third party equipment
involvement, data flow and organization. Work with
design engineers to assess risk factors in the
specifications.
3.1.4. Provide technical data to customers to ensure proper
use of the product. Work throughout the project to
ensure product was applied correctly in accordance
with Nematron specifications. This involves the
review of technical drawings and visits to customer
sites to ensure proper practices were used.
3.1.5. Interact and assist in any technical issues that
arise both at the Original Equipment Manufacturer
site and the End User site.
3.1.6. Direct investigation of customer complaints regarding
Quality, Tolerances, Specifications and if warranted,
implement corrective action. Coordinate Nematron
product engineers to resolve problems.
3.1.7. Implement failure reporting, analysis and corrective
action program which includes describing the problem
in detail, implement and verify interim containment
actions, define and verify root cause, verify
effectiveness of permanent corrective action,
implement permanent corrective action, and prevent
recurrence on similar processes/product.
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3.1.8. Installation & Startup Plan. Visit Original Equipment
Manufacturers to review design prior to
implementation. Work with Original Equipment
Manufacturers during implementation to resolve any
technical issues.
3.1.9. Assist GMPT in the development of a training plan for
each project which includes; Identifying the skill
set of each customer working on an identified project
and determining the requirement for Hardware &
Software training at both the Original Equipment
Manufacturer and the End User.
3.1.10. Project timing and tracking. Identify all technical
tasks to complete project and highlight critical
tasks that affect timing. Implement method for
tracking and reporting technical issues.
3.1.11. Manage all of Nematron's resources with respect to
the PV6 & L850 project. This involves technical
people at both facilities as well as internal people
assigned to the success of these projects.
3.1.12. Provide tracking of OEM hardware orders and delivery
schedules.
3.2 HARDWARE TECHNICIAN
Nematron agrees to supply one on site hardware technician for
each GMPTG plant that is part of this agreement and having in
excess of * Nematron PC's. His/her time at the plant will
ramp up as the project progresses and machines begin to arrive
at the plant as determined by Nematron's program manager
together with GMPTG engineers. For any facility having less
than *, technical support will be covered by the same
individual within a * radius of the site he/she has been
assigned. i.e. Bay City will receive support from the
individual stationed at Livonia. The hardware technician is to
provide the following functions:
3.2.1. Track component revisions, upgrades, etc.
3.2.2. Track all warranty items
3.2.3. Provide hardware and software integration and problem
analysis.
3.2.4. Perform any system software or firmware upgrades.
* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.
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4. TRAINING
4.1. COURSES
Nematron agrees to provide to GMPTG a training course that
will cover the use, installation, and maintenance of Nematron
PC's used on the program. Each site having in excess of *
Nematron PC's shall receive * free classes at their facility.
4.2. EQUIPMENT
Nematron agrees to provide * free ICC5000's (above and beyond
those covered by the * spares inventory) for every site having
in excess of * Nematron PC's, for GMPTG use on training GMPTG
personnel on their electrical controls architecture.
5. DOCUMENTATION
Nematron will provide * sets of manuals for each site and where
available, the manual will be provided in a Microsoft Word format so
that General Motors may print as many as required.
Nematron agrees to provide documentation which includes the following
topics: Product specifications & ratings, Dimensions, Serial port
definition & pinouts, Installation & set-up guides, BIOS, Memory
Expansion procedures, Installation of option cards, and Basic
Maintenance.
5.1 SOFTWARE
Nematron agrees to provide * set of master disks for each
operating system and * sets of manuals to each GMPTG site.
6. SINGLE SOURCE
As the single source supplier for industrial computers on both the PV6
&L850 global engine programs, Nematron shall be informed of any request
for deviation from the use of Nematron PC's. Nematron shall provide
input with respect to deviations and have first chance at solving these
issues.
6.1 All pre loaded software is subject to the license agreements
of the respective suppliers.
* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.
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6.2 FloPro(R) and FloPro 32(R) software is provided to GMPTG
subject to the FloPro(R)/GMPT North American Site Licenses
#GMPT 96-10-01.
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Print Name Print Name
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General Motors Powertrain Nematron
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Date Date
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