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CONFIDENTIAL TREATMENT REQUESTED
FOR PORTIONS HEREOF
EXHIBIT 10.6
PRODUCTION AGREEMENT
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AGREEMENT dated as of this 1st day of February 1996, (the "Agreement") by
and between MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation with
offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("MasterCard"),
and AMERICAN BANK NOTE HOLOGRAPHICS, INC., a Delaware corporation with offices
at ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("ABNH").
The parties to this Agreement, in consideration of the mutual promises,
covenants, and conditions set forth herein, agree as follows:
1.0 Agreement to Print and Sell Holograms
and Term of Agreement
1.1 During the term of the Agreement and any extension thereto,
MasterCard, from time to time, may order holograms in accordance with the terms
and conditions of this Agreement and ABNH shall produce and sell said holograms
to MasterCard in accordance with the terms and conditions of this Agreement.
1.2 Term This Agreement shall be effective as of the date hereof, and
shall remain in effect for a period of five (5) years from such date, unless
terminated earlier as provided herein (the "Term"). The Term of this Agreement
shall be automatically extended for successive periods of two (2) years unless
(i) not less than six (6) months prior to the end of then applicable termination
date of the Agreement, either party notifies the other party in writing that the
Agreement shall terminate at the end of such period or (ii) the Agreement is
terminated as is otherwise provided herein.
2.0 Specifications of MasterCard Holograms
2.1 ABNH shall manufacture holograms for MasterCard in accordance
with the specifications agreed upon by the parties hereto from time to time. [*]
The specifications for the MasterCard hologram are attached hereto and
incorporated herein as Exhibit A. Notwithstanding anything herein to the
contrary, all prior approved specifications [*] and all specifications
subsequently agreed on by the parties shall be covered by this Agreement and
shall remain in effect for all uses designated by MasterCard (including any
separate designs which may be approved for credit, debit, ATM, bank, or smart
cards or other financial products).
2.2 Additional or changed specifications with respect to produced
holograms may be effected only upon written agreement of the parties hereto.
If additional or changed specifications relate [*] which in all other respects
meet the specifications of the Exhibits incorporated herein, then such hologram
shall be deemed [*] for the purposes of this Agreement and the [*] by such
additional or changed specifications.
* Confidential portion omitted and filed separately with the Commission
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If additional or changed specifications relate to matters other than a [*] then
such hologram shall be deemed a [*] for the purposes of this Agreement and [*]
to ABNH resulting from materials or production or other efficiencies resulting
therefrom [*] for the new holograms [*] provided in this Agreement. ABNH shall
promptly advise MasterCard if any proposed additional or changed specifications
for a new hologram would require an increase in price to MasterCard and the
parties shall use good faith efforts to agree promptly on the price for such new
hologram. [*] for the new hologram following such good faith efforts, [*] for
such new hologram [*] (provided [*] is for production delivery on substantially
the same terms and conditions [*]) and ABNH shall [*] upon notification to
MasterCard of [*] within 10 days of notification from MasterCard [*] (which
notification shall include the terms and conditions of [*]) offered by such [*].
Failure of ABNH to respond within such 10 day period or ABNH response which [*]
shall be considered a refusal of [*] to agree [*] and entitle [*] for purposes
of [*] production and delivery. For purposes of this Section 2.2, [*] shall have
[*] if, after giving effect to [*] hereof, offered by such [*]. Upon the
agreement of ABNH and MasterCard to [*] or notification that ABNH [*] so
determined shall thereafter constitute [*] of the [*] hologram.
ABNH shall begin the process of implementing any additional or changed
specifications for modified or new holograms promptly after MasterCard's
agreement thereto. All work in progress at the time of such agreement shall be
completed in accordance with the original specifications. The parties shall
coordinate their efforts to minimize inventory under discontinued
specifications at the time any specifications are changed.
2.3 ABNH shall inform MasterCard promptly of any new processes,
techniques, methods, alternatives or devices for the production, application, or
use of holograms that have applicability to payment cards that it develops or
obtains the right to employ (unless, prior to the effective date hereof, and
only for so long as such a restriction is in effect, ABNH is restricted from
such disclosure to MasterCard as a result of any third-party agreement which was
entered in connection with third-party development efforts, efforts undertaken
by such third-party directly or by ABNH under contract with ABNH, or research
and development efforts funded by a third-party), and shall offer to make any
such new processes, techniques, methods, alternatives or devices permitted to be
disclosed available to MasterCard [*], giving due consideration to differences
in specifications required by MasterCard.
2.4 Subject to Section 2.2, above, during the Term, MasterCard agrees to
offer ABNH an opportunity to produce all hologram design changes, modified
holograms and new holograms MasterCard desires to use for credit, debit, ATM,
bank, and smart cards and other payment products.
* Confidential portion omitted and filed separately with the Commission
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All such production and the prices and conditions of sale thereof shall be
subject to this Agreement including, without limitation, the Section 3.2 hereof.
2.5 MasterCard agrees to provide ABNH not less than [*] advance
written notification of the effectiveness of any decision (i) to discontinue or
abandon any then produced hologram (ii) to adopt any additional or changed
hologram specifications and (iii) [*] shall commence production of holograms [*]
by its parent or by any subsidiary, and nothing contained in this Agreement
shall restrict [*] from taking any of the actions described in Subsections 2.5
(i), 2.5 (ii) or 2.5 (iii), above.
3.0 Orders
3.1 Orders for hologram may be placed by MasterCard during the Term
of this Agreement in amounts of not less than [*] holograms per order. ABNH
agrees to complete all such orders at a rate of delivery to be mutually agreed
upon at the time of the order, but in any event, upon MasterCard's request, to
deliver holograms at a rate of not less than [*] holograms per [*].
3.2 During the Term of this Agreement, ABNH agrees that during [*]
the Term, ABNH will ship to MasterCard a number of holograms equal to [*] of the
total hologram purchases made by MasterCard from ABNH during the [*] periods
(each, a "Calculation Period") ending the last day of the preceding [*],
respectively, at [*]. If necessary due to a relationship between ABNH and any
third party, the provisions of this Section 3.2 shall be modified to benefit
MasterCard and ensure compliance with Section 14.3 hereof.
3.3 MasterCard shall have the right to specify from among those
holograms then being produces for MasterCard by ABNH, the allocation of the
quantity of holograms to be provided by ABNH to MasterCard [*] pursuant to
Section 3.2 hereof. MasterCard agrees to provide ABNH not less than [*] advance
notice of MasterCard's desired allocation. In the event of any such allocation
by MasterCard. ABNH may modify the number of holograms to be provided where
different holograms are produced [*]. In the event MasterCard does not effect
such an allocation, ABNH shall [*] with respect to Section 3.2 by providing
MasterCard with holograms in the same proportion as ABNH delivered during the
Calculation Period.
3.4 Subject to the terms herein, during the Term of this Agreement
ABNH shall be MasterCard's exclusive supplier of holograms and shall purchase
orders for all of its requirements of holograms with ABNH: provided, however,
that MasterCard shall have no obligation to place any set quantity of hologram
orders except as determined in the sole discretion of MasterCard.
4.0 Plates and Images
* Confidential portion omitted and filed separately with the Commission
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4.1 ABNH has previously provided MasterCard one (1) Nickel Master
Plate of the MICRO GLOBES hologram (plate number 3258) and MasterCard agrees to
be completely responsible for the security and storage of this ABNH master
plate. The plate has been delivered solely pursuant to Section 2 and is subject
to the terms and conditions of the letter agreement dated October 16, 1984 by
and between MasterCard and American Bank Note Company (as predecessor to ABNH).
ABNH acknowledges and agrees that, at all times, MasterCard shall be the [*] of
any plate bearing a MasterCard hologram design. ABNH shall, [*], manufacture and
use a new master plate no less frequently than each [*] and shall promptly
provide MasterCard with each such master plate. Upon expiration or termination
of this Agreement [*] all master plates and any other plates bearing any
MasterCard hologram design, [*] any such plate(s) (subject to [*] solely for the
purposes of [*] ordered by MasterCard) for any purpose whatsoever without
thereby incurring or creating any obligation to pay ABNH or any third party [*].
4.2 MasterCard hereby grants ABNH a non-exclusive, worldwide,
royalty-free license to utilize the MasterCard name and logo incorporated into
the MICRO GLOBES hologram and any additional MasterCard approved designs or
specifications contemplated herein, including any MasterCard copyrights,
trademarks,logos and the like solely to produce the MICRO GLOBES hologram and
any additional hologram designs or specifications approved by MasterCard
pursuant to Section 2 hereof for the sole purpose of manufacture and sale to
MasterCard of holograms under this Agreement. MasterCard shall indemnify ABNH
and hold it harmless against any and all damages, losses, claims or demands,
including reasonable legal fees, suffered by or made upon ABNH resulting from
any alleged infringement of any such copyright, trademark, logo and the like
incorporated into the MICRO GLOBES hologram and other MasterCard approved
holograms.
5.0 Prices
5.1 During the term of this Agreement ABNH shall charge MasterCard
the prices for holograms as are set forth below (silver and gold foil). Every
[*] the parties agree to meet and discuss prices and supply terms.
However, prices may be adjusted upward only upon the approval of a change in
pricing by MasterCard.
"MICRO GLOBES" holograms -- $[*] per hologram.
5.2 The price paid for holograms purchased from ABNH by MasterCard
pursuant to this Agreement includes all license fees, royalties and other fees,
including without limitation, under any ABNH patents covering such holograms.
5.3 The only additional charges that MasterCard will incur are those
for distribution of the holograms, as set forth in section 7.0 of this
Agreement.
5.4 MasterCard and ABNH agree to discuss in good faith any separate
one-time or special charges that may result from requests to explore design
changes, modified and new hologram
* Confidential portion omitted and filed separately with the Commission.
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specifications in addition to those approved as of the date of this Agreement
[*].
6.0 Payment
Orders of holograms that are manufactured and stored by ABNH shall be
billed to MasterCard by ABNH when the production of such orders of holograms is
completed. Payment shall be due within [*] days after MasterCard receives ABNH's
invoice. Each such invoice as well as any other invoice anticipated hereunder
shall be payable only if accompanied by appropriate documentation so as to
enable MasterCard to understand, substantiate and reconcile charges reflected
therein.
7.0 Storage and Delivery
7.1 During the Term of this Agreement, ABNH shall store all holograms
purchased under this Agreement [*] until such time as they are distributed by
ABNH. ABNH shall be responsible to package and ship holograms pursuant to such
reasonable instructions as may be provided by MasterCard. Storage of the
holograms by ABNH shall be in accordance with the security control procedures
set forth in Exhibit B (Hologram Security Procedures) hereto, which Exhibit B is
attached hereto and incorporated herein. MasterCard shall reimburse ABNH for
distributing holograms at the following rates:
Number of Distribution Charge
Reels Shipped Per Reel
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[*] [*]
[*] [*]
[*] [*]
In addition, MasterCard shall pay ABNH $[*] per trust receipt it submits.
ABNH shall invoice MasterCard for distribution charges on a monthly
basis, and MasterCard shall pay such invoice as it owes within [*] of receipt
of ABNH's invoice describing all shipments and charges.
7.2 ABNH shall pay the cost of returning defective holograms, as
provided in Section of 11.3 below, and the distribution charges and cost of
shipping replacements for defective holograms. However, ABNH shall have no
obligation to pay any shipping charges in connection with holograms that are
returned, but which are not defective, as provided in Section 11.0 below.
8.0 Insurance
8.1 ABNH shall maintain in force during the term of this Agreement an
insurance policy or policies, naming MasterCard as an additional insured
(except MasterCard need not be named
* Confidential portion omitted and filed separately with Commission
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additional insured under ABNH's fidelity insurance policy or policies), and
shall promptly, upon execution of this Agreement and annually thereafter,
provide to MasterCard reasonable evidence thereof, covering losses incurred by
MasterCard in connection with all holograms and work in progress, while on the
premises of ABNH, from the following risks of loss:
Risk Amount
[*]
All of the foregoing insurance may be subject to a deductible amount which
shall not exceed [*] per occurrence and ABNH shall remain liable for such
deductible amount. In addition, holograms will be insured by ABNH for
replacement value against fire, flood, or other destruction or damage. All
risks in excess of such insurance coverage, howsoever arising, shall be for the
account of MasterCard of the claimant. ABNH shall give MasterCard immediate
notice of cancellation of any of said insurance policies: and either such event
shall entitle MasterCard to immediately terminate this Agreement.
8.2 In the event that such insurance becomes unavailable, ABNH shall
use its best efforts to provide MasterCard with such alternative risk protection
as MasterCard shall reasonably request, taking into account the cost of the
insurance that provided the coverage called for herein while it was available;
provided, the foregoing shall not affect MasterCard's right to terminate this
Agreement due to ABNH's failure or inability to maintain required insurance.
8.3 ABNH shall notify MasterCard immediately of any loss or
occurrence that is covered by this Section 8.0.
9.0 Limitation of Liability
Unless and except to the extent covered by the insurance provided
pursuant to Section 8.0 hereof, neither party shall be liable to the other for
indirect, special or consequential damages, including, without limitation, for
loss of business or loss of business opportunity or for any damage other than
direct and ordinary. Except for any liability of ABNH pursuant to Section 13.0
hereof, in the event of any loss not covered by the insurance provided
pursuant to said Section 8.0 hereof, ABNH's liability shall be limited to the
purchase price of lost or damaged holograms. ABNH shall have no liability for
any losses or damages incurred by MasterCard after ABNH has properly shipped,
pursuant to reasonable instructions from MasterCard, holograms called for in
this Agreement.
10.0 Force Majeure
In the event either party is unable to fulfill any of its obligations
under this Agreement
* Confidential portion omitted and filed separately with the Commission
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as a result of causes or conditions beyond its reasonable control, such party
shall give immediate notice thereof to the other party and such obligation(s)
shall be suspended during the continuance of such causes or conditions. Causes
or conditions beyond a party's control shall include (whether in its own
facilities or in any other facilities affecting the production and delivery of
holograms) fires, storms, earthquakes, or any other natural disaster: war,
civil wars, riots, or civil commotions; government priorities or allocations or
controls; lockouts, strikes or other work stoppages; interference or restraint
of public authority (whether lawful or not); explosion or accident; epidemics
or quarantine restrictions; or any other cause which it cannot provide against
by the exercise of reasonable diligence. Notwithstanding the foregoing, if ABNH
is unable to produce any of the holograms which have been ordered by MasterCard
by reason of any of the causes listed above, upon the request of MasterCard,
ABNH shall make all reasonable efforts to produce such holograms at one of
ABNH's other facilities.
11.0 Quality and Security Procedures
11.1 Production and quality control procedures shall be in accordance
with the provisions of Exhibit C (Production and Quality Control Procedures)
attached hereto and incorporated herein.
11.2 Production and quality control standards shall be in accordance
with the provisions of Exhibit A ("MICROGLOBES" Hologram Specifications), and
Exhibit D (Foil Quality Specifications), which Exhibit D is attached hereto and
incorporated herein. ABNH may change materials or suppliers of materials or
services used in holograms provided to MasterCard, provided, however, that ABNH
shall remain responsible for compliance with Exhibits, A, B, C, and D hereto
shall receive prior approval from MasterCard (which approval shall not be
unreasonably withheld).
11.3 ABNH shall accept the return, and reimburse MasterCard for the
full price plus prorated original and return shipping costs of reels of
holograms that are defective; provided that ABNH shall have no obligation to
accept or reimburse MasterCard for any defective reels of holograms that are not
returned within, if shipped within the U.S. or Canada, [*] of shipment by ABNH,
or [*] in the event that the holograms were shipped outside of the United States
and Canada. The dates of shipment and return shall be the dates on which the
holograms were delivered to the carrier by ABNH and the recipient respectively,
except that, with respect to holograms shipped to Australia, the date of
shipment shall be the date on which the holograms were shipped from the
MasterCard hologram storage facility in Australia. A reel of holograms shall be
deemed "defective" if more than [*] of all holograms on the reel as returned to
ABNH, do not conform to any of the production and quality control standards
referenced in Section 11.2 above, or are unusable for any reason that is the
fault of ABNH, for example, damage due to defective packing or handling.
11.4 Security procedures shall be in accordance with the provisions
of Exhibit B (Hologram Security Procedures) hereto.
11.5 ABNH grants to MasterCard the right to have its designated
representative inspect ABNH's plant(s), at reasonable intervals during regular
business hours with prior notification to ABNH, to verify the adequacy of
security procedures and production facilities throughout the process
* Confidential portion omitted and filed separately with Commission
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or production, storage, and shipment of holograms.
11.6 Audits - ABNH shall conduct audits of holograms as detailed below
and submit audit reports to MasterCard after each audit:
(a) ABNH's internal auditors
[*]
(b) External auditors - [*]
(c) MasterCard [*]
12.0 Confidentiality
12.1 Each party hereto shall maintain in confidence all confidential
and proprietary information disclosed to it by the other party hereunder or
under previous agreements between them for the production of holograms, and
shall refrain from disclosing, using, practicing, or exploiting such
confidential information for its own benefit or for the benefit of any third
party. Confidential information shall include, but not be limited to,
information included in this Agreement pertaining to ABNH's price for holograms
and information contained in Section 14.0 hereof, the Exhibits hereto, any
technical information regarding the means of manufacture of holograms and their
replication, and any information of any nature which a party shall designate in
writing as confidential. Confidential information of MasterCard shall include,
but not be limited to, any list of MasterCard card vendors or members,
quantities of holograms ordered by MasterCard or by individual card vendors,
MasterCard's By-laws and Rules, MasterCard's manuals and guides, and any
information of any nature which MasterCard shall designate in writing as
confidential.
12.2 The obligations contained in Section 12.1 hereof shall not apply
to any information disclosed or acquired which;
(a) is known to the recipient thereof prior to its disclosure hereunder; or
(b) is subsequently received by such recipient from a third party that is
under no obligation to refrain from disclosing the same; or
* Confidential portion omitted and filed separately with the Commission
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(c) is or, through no fault of ABNH or MasterCard, as applicable, becomes
generally available to the public.
13.0 Indemnification
ABNH warrants that the holograms it manufactures for MasterCard shall
not infringe any patent rights or other property rights of any third party,
except such property rights as may pertain to any MasterCard logo or design and
any artwork or other materials provided ABNH by or on behalf of MasterCard and
ABNH shall indemnify MasterCard and hold it harmless against any and all
damages, losses, claims or demands, including reasonable legal fees, suffered
by or made upon MasterCard resulting from any alleged infringement of any such
patent rights or other property rights except such property rights as may
pertain to any MasterCard logo or design and any artwork or other materials
provided ABNH by or on behalf of MasterCard.
14.0 Warranties
14.1 ABNH warrants that the insurance coverage of the type set forth
in Section 8.0 hereof is and will at all times be at least as great as that
provided other credit card hologram customers of ABNH. ABNH further warrants
that it shall offer MasterCard the same insurance coverage provided any of
ABNH's payment card hologram customers in the event that there is an increase
in the customary coverage provided to such customers.
14.2 ABNH warrants that the storage of MasterCard's holograms is and
shall be under conditions as secure as, or more secure than, that provided any
other payment card hologram customer of ABNH.
14.3 [*]
15.0 Assignment
Neither this Agreement, nor any of the rights or obligations
hereunder, may be assigned without the prior written consent of the other party.
16.0 Governing Law
This Agreement shall in all respects be governed, interpreted, and
enforced in accordance with the internal laws of the State of New York without
reference to principles of conflicts of laws, whose courts sitting in New York
County shall have the sole jurisdiction in all claims.
17.0 Paragraph Headings
* Confidential portion omitted and filed separately with the Commission
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Paragraph headings are for reference purposes only and shall not
affect the interpretation or meaning of this Agreement.
18.0 Notices
All notices pursuant to this Agreement shall be in writing except as
otherwise provided herein. Notices in writing shall be deemed sufficient if
mailed by registered or certified mail, first class postage prepaid, return
receipt requested, and addressed to the party at the address below or to such
other address or in such other manner as either party may designate in a
written notice to the other. Notices shall be effective upon receipt.
MasterCard: MasterCard International Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Senior Vice President, Security
With a copy to: General Counsel
ABNH: American Bank Note Holographics, Inc.
▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chairman and CEO
With a copy to: General Counsel
19.0 Entire Agreement
This Agreement and the Exhibits hereto, as well as the letter
agreement between MasterCard and American Bank Note Company dated October 16,
1984 and the Addendum to Letter Agreement dated October 17, 1984 (attached
hereto as Exhibit E) (except as such letter agreement and addendum is expressly
modified hereby and giving effect to the substitution of ABNH for each
reference to ABN contained herein), contain the entire agreement between the
parties concerning the subject matter hereof and supersede any other prior
agreements, whether written or oral. Any amendments or modifications hereto
shall be in writing and signed by both parties hereto.
20.0 Press
The parties agree to the issuance of a joint press release announcing
the execution of a "5 year exclusive purchase and distribution agreement for
holograms" and containing such additional information as the parties may agree.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
MASTERCARD INTERNATIONAL AMERICAN BANK NOTE
INCORPORATED HOLOGRAPHICS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SENIOR VICE PRESIDENT CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
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CONFIDENTIAL
EXHIBIT A
"MICRO GLOBES" HOLOGRAM SPECIFICATIONS
[*]
* Confidential portion omitted and filed separately with the Commission
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CONFIDENTIAL
EXHIBIT B
HOLOGRAM SECURITY PROCEDURES
1.0 GENERAL
The ABNH facility at Huntington Valley, Pennsylvania, has been
designated as the point of manufacture, intermediate storage, and distribution
of holograms. The ABNH facility at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ may
also be utilized as a secondary point of manufacture, intermediate storage and
distribution of holograms, subject to MasterCard's inspection and approval of
such facility for compliance with Exhibits B and C.
2.0 PRODUCTION AND STORAGE
[*]
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CONFIDENTIAL
EXHIBIT C
PRODUCTION AND QUALITY CONTROL PROCEDURES
1.0 GENERAL
ABNH throughout the various steps of manufacturing holograms, makes
use of sophisticated equipment and trained personnel to achieve a reliable,
quality assured product.
2.0 MATERIAL
2.1 Purchases
A purchase order is generated by the following methods:
The production order sheet giving specific information as to
amounts, type of material, etc. authorizes those involved to enter purchase
requisitions for the necessary material. The purchase requisition must be
signed by the Superintendent of the Department then authorized before it can
generate a Purchase Order.
2.2 Receipt
Upon receipt, the material, prior to being inventoried, will be
inspected for quality under the following criteria:
[*]
* Confidential portion omitted and filed separately with Commission
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CONFIDENTIAL
3.0 STAMPING (EMBOSSING) DIES
All dies will be inventoried and drawn from stock on a requisition form. As
each die is put on the machine, it will be inspected to determine the optical
quality of the hologram and the registration ▇▇▇▇. All master plates and dies
will be stored in a safe until required for production. Only authorized
personnel will have access to the contents of the safe.
4.0 MANUFACTURING QUALITY ASSURANCE
During the actual production of holograms, the following steps will be
taken to assure quality:
[*]
5.0 FINISHED ROLL
Each finished roll of holograms will be labeled and identified with date of
manufacture, machine operator number, color, batch number, sequential roll
number, and sequential numbering of all holograms [*] .
6.0 PACKAGING
The rolls of holograms will be packaged [*] to a carton with each
carton containing [*] holograms or in such lesser amounts as agreed upon
between the parties hereto. The carton will be labeled with the date of
manufacture, quantity, color, and the roll numbers.
7.0 WASTE DISPOSAL
[*]
* Confidential portion omitted and filed separately with the Commission
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CONFIDENTIAL
EXHIBIT D
FOIL QUALITY SPECIFICATIONS
These specifications, in conjunction with a visual sample control card of
maximum acceptable defects, are intended for use with hot stamp application of
ABNH MasterCard holographic foil on plastic credit cards. The specifications
define the acceptable limits on defects that may arise in foil manufacture
and/or hot stamp application.
[*]
Please refer to the Holographic Tape Quality Control Card for samples of
maximum mottle and grain.
* Confidential portion omitted and filed separately with Commission