1
Certain portions of this exhibit have been omitted based upon a request for
confidential treatment. Omitted portions have been separately filed with the
Commission.
EXHIBIT 10.16
BUSINESS AGREEMENT between
Computer Motion, Inc. and Bulova Technologies, L.L.C.
Table of Contents
1. Purpose
2. Period of Agreement
3. Scope
4. Authorized Manufacturer Status
5. Quality Statement
6. Purchase Orders
7. Forecasts
8. Batch Manufacturing
9. Finished Goods Inventory
10. Pricing
11. Inventory Transfer from CMI to ▇▇▇▇▇▇
▇▇. Approved Suppliers and Open Purchase Orders
13. Invoices and Payment Terms
14. Shipping and Packaging
15. ECO Management, Document Control, and Configuration History
16. Non-Conforming Materials
16. Obsolete materials
18. Warranty & Non-Warranty
19. Service Spares and Replacement Parts
20. Root Cause and Corrective Action Process
21. Regulatory Compliance
22. Proprietary Information
23. Ownership
24. License
25. Product Liability and Insurance Coverage
26. Publicity
27. Survival
28. Assignments or Termination of Agreement
29. Miscellaneous
30. Agreement Signature Approvals
ADDENDUM A: Forecast Details
Business Agreement
Page 1 of 10
2
1. PURPOSE: This business agreement is made between Computer Motion, Inc.
(CMI) of Goleta, California and Bulova Technologies, L.L.C. (Bulova) of
Lancaster, Pennsylvania. CMI desires to purchase contract manufacturing
services provided by Bulova in accordance with the terms and conditions
established within this business agreement. Exclusive manufacturing
privileges are not provided by this agreement. Addendum's to this
agreement will be created as future products become available and the
specific terms and conditions for those products are defined by CMI and
Bulova. The addition of future products into this agreement is highly
dependent upon the performance and results associated with this first
product, the AESOP Positioner, and subject to mutual agreement of CMI and
Bulova.
2. PERIOD OF AGREEMENT: This agreement begins on February 28, 1997, and
continues until either CMI or Bulova exercises the termination clause
defined within section 28 of this agreement, "Assignments or Termination
of Agreement".
3. SCOPE
3.4 AESOP SCOPE POSITIONER: CMI will provide a completed design,
production ready samples, drawings, assembly instructions, certain
assembly tools, specifications, test fixtures, and test programs
related to an assembly referred to as a robotic positioning arm
(positioner), which is part of a CMI medical product system known as
AESOP (Automated Endoscopic System for Optimal Positioning). Bulova
will provide turnkey manufacturing services for this positioner
assembly, including component purchasing quality and reliability
management, documentation and configuration management, assembly
labor, manufacturing engineering, assembly processes, and functional
verification testing.
4. AUTHORIZED MANUFACTURER STATUS: Bulova is required to maintain status as
an authorized manufacturer, as defined in the following sections that
address assessments, qualification, product acceptance, and business
reviews.
4.1 ASSESSMENT PROCESS: The site assessment and product performance
review processes are conducted using CMI's TQRDCB assessment
techniques (Technology, Quality, Reliability, Delivery, Cost,
Business Relationship). CMI will provide a quarterly report card to
Bulova indicating the CMI rating of Bulova for performance against
expectations using these six assessment elements.
4.2 QUALIFICATIONS: Bulova will conform to a 2 level qualification
process, as described below.
4.2A MANUFACTURING SITE QUALIFICATION (MSQ): CMI has performed a
full assessment of the Bulova facility in Lancaster, PA, and
effective at the signing of this agreement, Bulova has earned
"manufacturing site" approval for this facility. This site
qualification is valid for the next 12 months and site
approval must renew each year by CMI. This renewal process
will include a follow-up site assessment and performance
review of the most recent year's contract activities with CMI.
Bulova will only manufacture CMI products from qualified
locations. If Bulova desires additional site qualifications, a
request should be made in writing to CMI at least 60 days in
advance of when any product or subassembly manufacturing
activity would begin. CMI will conduct the necessary site
audits within 30 days of receiving the written request, and
upon acceptance by CMI, a formal letter of Site Acceptance
would be provided. In no circumstance will any product or
subassembly work begin before this formal acceptance is
provided by CMI. Additionally, Bulova must maintain its
ISO9002 Registration for each site that is qualified.
4.2B PRODUCT MANUFACTURE QUALIFICATION (PMQ): CMI will allow a
conditional PMQ for the AESOP Positioner pending results from
the first quarterly performance review. PMQ is valid for an
indefinite period, and will be re-examined during all
quarterly performance reviews. Bulova must receive and
maintain specific PMQ for each product under contract with
CMI. Quarterly reviews will be conducted in conjunction with
Executive Business Reviews when possible, either by on site
visit or by telephone.
Page 2 of 10
3
4.3 PRODUCT ACCEPTANCE CRITERIA: Bulova agrees to ship products that
conform to the CMI product acceptance checklist. This will include
functional test exercises and visual inspections that will be
documented by Bulova, and a duplicate copy of these acceptance test
results will be included with all shipments of the product to CMI.
Bulova will historically maintain all records of inspection and test
of components, sub-assemblies, and finished goods related to this
CMI agreement. Any shipment of non-conforming product to CMI will
result in an immediate suspension of all manufacturing activity for
that specific product. This suspension will remain in effect until
root cause and corrective actions are defined, as outlined in
section 20, "Root Cause and Corrective Action Process".
4.4 EXECUTIVE BUSINESS REVIEWS: Business reviews to discuss ratings,
performance, corrective actions, and building the strategic
relationship will be organized twice annually. Additional reviews
may be conducted as required, and can be initiated by either party.
The location of the semi-annual reviews will rotate between CMI and
Bulova.
5. QUALITY STATEMENT: Bulova agrees and assures that all products
manufactured by Bulova for CMI must conform to the rigorous requirements
that are typical of a class 2 medical device as they relate to quality and
long term reliability. Bulova will measure quality and reliability
performance for the duration of this agreement and provide written
quantitative results on a quarterly basis. The metrics for measurement and
reporting will be mutually agreed upon by Bulova and CMI.
6. PURCHASE ORDERS: CMI will issue blanket purchase orders as required
authorizing Bulova to procure all AESOP components required to meet at
least the next 12 months' delivery requirements. These blanket purchase
orders will be binding on CMI for all material required to meet CMI's 12
month delivery requirements. Monthly, all current open delivery dates will
be reviewed, and delivery dates and quantities will be adjusted to match
CMI requirements. Bulova will provide a detailed rolling delivery date
commitment with a horizon of 90 days. A blanket purchase order for 210
units will be issued with the signing of this business agreement, which
should meet the delivery requirements of CMI for the first 12 month
delivery period beginning June 1997.
7. FORECASTS: Quarterly, CMI will provide Bulova with a rolling 18 month
forecast. There is no commitment by CMI to Bulova resulting from this
forecast information, except as defined in blanket purchase orders. It is
the intent of CMI to limit all purchase liability to the commitments
provided in blanket purchase orders. The 18 month rolling forecast is
provided for strategic planning purposes only, and is non-binding. See
addendum A for the first forecast for the AESOP Scope Positioner.
8. BATCH MANUFACTURING: In order for Bulova to achieve economies associated
with component purchasing and product assembly, it is the intent of Bulova
to build positioner assemblies in 6 month batches. The first forecast
build schedule is estimated as follows, with trigger points and the
resulting build/ship periods defined.
==============================================================================
fresh build supplier kit complete build ship
forecast qty POs Placed & released period period
------------------------------------------------------------------------------
6 months 30 days 90 days 30 days 6 months
------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
==============================================================================
Page 3 of 10
4
9. FINISHED GOODS INVENTORY: In order to meet the demands of a dynamic
industry, Bulova shall manufacture and keep available a minimum of 90 days
worth of finished goods inventory on hand at all times. CMI will be liable
for this 90 days worth of finished goods inventory to include all material
and labor. This 90 day quantity will be defined directly from the
forecasts provided by CMI. This finished goods Inventory will provide the
necessary shipment flexibility to meet all planned and unplanned customer
demand. CMI agrees to purchase the number of units projected in the 90 day
forecast. Bulova agrees to store these completed units a maximum of 30
days beyond the 90 day rolling forecast at no cost. At the end of this 30
day period, Bulova will invoice for units not shipped.
10. PRICING: AESOP SCOPE POSITIONER: Initial AESOP positioner pricing will be
on a "cost plus not to exceed" basis. The unit price target for the first
100 units is $5,200, with a maximum unit price cap of $5,500. Cost plus
pricing will be calculated as follows:
[*] [*]
[*] [*]
[*] [*]
[*] [*]
---
[*] [*]
[*] [*]
All costs shown above are estimated. Actual prices to CMI are variable and will
depend upon actual cost results, except for Overhead (facility, OH, indirect
labor, profit). The overhead fee of $[*] per unit is fixed for these first 100
units. Pricing for the second batch of 100 units manufactured by Bulova will be
negotiated after all cost information is available from the first batch of 100
units. Bulova agrees to provide all cost information relating to materials,
direct labor, overhead labor, and overhead costs. The time frame of this
negotiation will be May/June 1997. All finished product prices shall include
packaging materials, packing labor, and taxes associated with the manufacture of
the product. Shipping costs will be charged separately at actual cost, or billed
direct to CMI in accordance with CMI instructions.
11. INVENTORY TRANSFER FROM CMI TO BULOVA: Bulova agrees to purchase existing
inventories from Teleflex Control Systems (TCS) in Oxnard, Ca. This is
CMI's current subcontractor for use in the manufacture of the AESOP
Positioner. The value of these inventories is approximately $[*].
Within 30 days of signing this agreement, Bulova agrees to issue a
purchase order to TCS for this inventory. Invoicing for these materials
will be 50% at the time of initial inventory transfer, and 50% 4 months
later. Payment terms will be net 45 days from invoice date. It is
estimated that this first 50% represents two thirds of the materials
requirement for the first 100 positioners. It is further estimated that
90% of this inventory will be consumed with the manufacture of the first
200 positioners. CMI assumes full responsibility for any non-conforming
materials that are a part of this initial inventory transfer, and as such
will facilitate a return for credit or replacement to TCS. CMI will
reimburse Bulova for the full value of any non-conforming product no later
than 45 days after Bulova determines the product is non-conforming. Bulova
agrees to make best efforts to control and protect the integrity of this
inventory, and to resolve all potential non-conformance's in a timely
fashion. Further, all non-conforming material dispositions must be in the
best interests of both CMI and Bulova. Non-conforming material
dispositions must be made jointly between CMI and Bulova if that
disposition results in a cost to CMI. Bulova will assume responsibility
for all materials damaged by Bulova.
12. APPROVED SUPPLIERS AND OPEN PURCHASE ORDERS: All component suppliers are
subject to approval by CMI prior to incorporating any supplied components
or assemblies into the final assembly for shipment to CMI or a CMI
customer. As part of the technical document package, an approved supplier
list will be provided. This approved supplier list will be ECO controlled
and all proposed changes to current approved suppliers will require
written ECO acceptance by CMI. The words "supplier" and "vendor" shall be
synonymous. This approved supplier list will be referred to as the AVL.
Bulova retains full responsibility for supplier compliance to quality and
reliability requirements independent of the AVL approval process.
Page 4 of 10
5
Additionally, CMI will be assuming approximately $[*] in open component
purchase commitments from Teleflex Control Systems. These open purchase
orders are for current revision components related to the manufacture of
the AESOP positioner. In order to reduce this open purchase liability
between CMI and various approved suppliers, Bulova agrees to place
purchase orders with these current approved suppliers prior to placing
orders with any other approved suppliers. A complete listing of the open
purchase commitments will be provided with the technical document package
at the commencement of this business agreement. Quarterly reviews between
CMI and Bulova will examine progress toward reducing this CMI open
purchase order liability. Bulova agrees to make its best effort to
cooperate with CMI in this effort.
13. INVOICES AND PAYMENT TERMS: All invoices will reflect PO#, line#, ship
date, part#, and serial numbers for all products shipped. All invoices
will be dated no earlier than the date product is shipped to CMI or to a
CMI customer, and payable in net 45 days from invoice date. Invoices for
non-conforming products will be credited by Bulova to CMI upon
conformation of the non-conformance by Bulova. At the time of disposition
as a conforming product, a new invoice will be submitted by Bulova.
14. SHIPPING AND PACKAGING: Unless otherwise specified within the purchase
order, all products will be delivered F.O.B. Lancaster, PA to the CMI
delivery address. All products shipped from Bulova to CMI or to CMI
customers will conform to the CMI packaging specification for that
product. Shipping materials will be procured by Bulova in accordance with
these specifications. CMI will provide these specifications and
instructions prior to the shipment of first articles. Bulova will be
responsible for all damage or loss due to Bulova's failure to properly
package products in accordance with specifications and instructions. Under
no circumstances will Bulova ever ship CMI products via United Parcel
Service, unless prior written consent is provided by CMI.
15. ECO MANAGEMENT, DOCUMENT CONTROL, & CONFIGURATION HISTORY: CMI retains all
ECO (engineering change order) approval responsibility. All component
specification changes or design modifications must be approved by the CMI
Director of Quality and Regulatory Affairs. Bulova is permitted to propose
and document proposed changes. However all changes must be approved by CMI
prior to incorporation into any product manufactured for CMI. It will be
the responsibility of Bulova to maintain a complete technical document
package at the Lancaster facility, and properly manage the revision level
and location of all document copies. All documents that will change as a
result of an approved ECO, will be updated by Bulova, and a copy
(electronic or hard copy) will be provided to CMI within 30 days after
approval and incorporation. All products will display a unique serial
number. This serial number will be created in accordance with CMI
instructions. A detailed configuration history by product serial number
and ship date must be maintained at all times, with quarterly updates
provided to CMI. All documentation, approved ECO's, configuration
histories, inspection data, and acceptance test reports must be
periodically archived and held in a safe location other than the
manufacturing site in Lancaster, PA. Archives can be electronic, hard
copy, or microfilm, as long as duplication is possible in the event of a
forced recovery.
16. NON-CONFORMING MATERIALS: Bulova will fully manage and take responsibility
for all conformance requirements for materials. Bulova will make best
efforts to assure all material conformance, and seek return for
replacement or credit from suppliers who do not meet design, performance
or reliability specifications.
17. OBSOLETE MATERIALS: CMI will assume all responsibility for obsolete
materials resulting from any changes approved by CMI. It will be incumbent
upon Bulova to negotiate an equitable disposition of all obsolete material
for Bulova and CMI.
18. WARRANTY AND NON-WARRANTY: Bulova warrants that all finished products and
the components required to manufacture these products will be new at time
of delivery and, for a period
Page 5 of 10
6
of [*] years following acceptance by CMI, will be free from defects in
material and workmanship. Bulova will repair or replace all products
returned to Bulova within this [*] year period at no additional charge to
CMI or CMI customers. All repairs or replacements performed by Bulova for
non-warranty products will be in accordance with the following formula.
Actual material cost plus [*]% to cover overhead, and actual direct
"touch" labor wages plus [*]% to cover overhead and G&A. Alternatively,
Bulova may negotiate fixed pricing for these non-warranty repairs. It is
the intent of CMI to minimize the revenue opportunity in non-warranty
repairs, and Bulova agrees to structure this activity as a non-profit
service to CMI and CMI customers. With this philosophy in mind, CMI and
Bulova agree to invest reasonable resources into designing and
manufacturing products intended to remain defect free for the useful life
of the product. This useful life is considered to be [*] years active duty
in an operating room or medical research environment. The warranty and
remedy provided under this section is the sole and exclusive warranty and
remedy offered by Bulova hereunder; and in particular Bulova hereby
excludes any implied warranty or merchantability or fitness for a
particular purpose. Bulova agrees to manufacture this product in
accordance with the appropriate specifications and drawings.
19. SERVICE SPARES AND REPLACEMENT PARTS: In the event that CMI desires to
provide repair services for products manufactured by Bulova, it is agreed
that Bulova will provide any spare or replacement parts to CMI at actual
cost plus [*]% to cover overhead and G&A. Bulova will provide these
components at any time during the production life of the product, but only
so long as the actual replacement part desired remains part of the
product. If any component or product is planned to experience an
end-of-life in production, CMI will be given notice and opportunity to
place an end-of-life purchase for spares and replacement components no
later than 120 days prior to a components end-of-production life. Bulova
will create and gain approval from CMI on an end-of-life component
purchase that Bulova will maintain for a period of two years after the
last product containing that component is shipped from Bulova to CMI or a
CMI customer. After this two year period, CMI will be responsible for the
purchase of these remaining material inventories less all quantities
consumed in the repair/replacement relationship. The purchase price will
be actual purchase prices without markup for overhead. Bulova will assume
responsibility for all other excess materials that were not part of the
inventory repair/replacement plan and remain after this two year period.
20. ROOT CAUSE AND CORRECTIVE ACTION PROCESS: All non-conforming products that
are identified at Bulova during the final test process, or any
non-conforming products that are discovered at CMI must become part of a
formal corrective action process. This process can be defined by Bulova
and approved by CMI. This process must include a conclusive root cause
effort and written corrective action plan for each non-conformance. It is
imperative that this process be as timely as possible. Any non-conforming
product that ships to CMI may result in an immediate suspension of all
future shipments to CMI until the root cause effort is complete, and the
corrective actions identified. This possible suspension of product
shipments will be at the discretion of CMI. Invoices for product found to
be non-conforming at CMI or CMI customer site, will be placed on hold
until final disposition as a conforming product, per section 13, "Invoices
and Payment Terms".
21. REGULATORY COMPLIANCE: CMI will forward copies of all customer complaints,
user reports, and MDR's relating to possible failures in performance of
any products manufactured by Bulova for CMI. Bulova will cooperate fully
in the investigation of these complaints and root cause determination of
all possible failure modes. If the investigation reveals that the affected
products were the result of non-compliance to this agreement by Bulova,
than all affected products will be modified or replaced by Bulova during a
CMI defined corrective action implementation effort, and the costs for
that investigation and corrective action implementation will be the sole
responsibility of Bulova. For any root cause determination that indicates
Bulova was not responsible, CMI will bear the cost of the investigation
and corrective action implementation. If suppliers contracted by Bulova
are found to be responsible for failures, than Bulova will take full
responsibility for the corrective action implementation with that
supplier, including the investigation activities by Bulova or the
supplier. All investigative activities and corrective action
implementation efforts will be documented in written reports provided to
CMI in a timely fashion. Bulova agrees to become registered with the FDA
as a
Page 6 of 10
7
Contract Medical Device Manufacturer, in accordance with FDA Cosmetic Act
21 CFR Part 807 as amended, and manufacture all products in compliance
with all applicable regulations. Bulova will provide copies of any FAD GMP
Compliance inspection reports, FDA Form 483 observations, warning letters,
and close-out reports for any Bulova facility where CMI products are
manufactured.
22. PROPRIETARY INFORMATION: Bulova will maintain proprietary information (PI)
as confidential and protect against disclosure to any unauthorized person.
PI is defined as any and all drawings, specifications, blueprints, data,
trade secrets, manufacturing information, internal reports, testing
results, customer names, other confidential information or correspondence,
and business or business strategy information that Bulova learns or
aquires by virtue of the relationship between CMI and Bulova. PI shall not
include: a) information known to Bulova at the time of its disclosure by
CMI; b) information obtained by Bulova from a 3'rd party which to Bulova's
knowledge, is under no restriction as to its disclosure; c) information
which is subsequently developed by Bulova without reference to proprietary
information provided by CMI; d) information which enters into the public
domain without breech of this business agreement by Bulova. Authorized
persons are defined as Bulova employees or supplier employees needing to
have access to CMI PI in order for them to perform their job in support of
this agreement. Bulova will assure that all Bulova or supplier employees
that are provided access to PI will have a legal duty to protect all PI
and will fully understand their responsibility to protect all PI against
disclosure to any unauthorized person. Unauthorized persons are defined as
not employed by Bulova, or employed by Bulova but not required by job
responsibility to become involved in activities relating to this agreement
between Bulova and CMI.
23. OWNERSHIP: CMI will retain exclusive ownership of all PI, tooling, test
fixtures, test programs, ECO's, and related writings that are either
provided to Bulova, or created by Bulova as a result of this agreement. In
the event of a termination of this agreement by either party, these
exclusive rights will remain with CMI, and Bulova will provide all of
these documents, materials and equipment to CMI in a timely fashion
(within 90 days after termination notice is provided) in order for CMI to
transfer the manufacture of CMI products.
24. LICENSE: CMI grants no license, nor is any license, right, or privilege
implied by this agreement for Bulova to manufacture and ship products to
any customer or location other than as defined by CMI in a written
purchase order from CMI. All products under this agreement will be shipped
by Bulova in accordance with CMI instructions, and paid for by CMI
directly to Bulova. Bulova will not participate in any business
arrangement that conflicts with this agreement.
25. PRODUCT LIABILITY AND INSURANCE COVERAGE: Bulova agrees to indemnify, hold
harmless, and defend CMI, and CMI officers, directors, employees,
shareholders, and agents against all claims, damages, and costs including
attorneys' fees arising in favor of any person, group, or corporation on
account of product liability relating to a defect other than a defect for
which CMI bears responsibility in the manufacture of any product by Bulova
for CMI. Bulova will not enter into any settlement that affects CMI rights
or interest without prior written consent from CMI. Bulova shall have no
authority to settle any claim on behalf of CMI. During the period of this
agreement, Bulova will maintain at its expense the following minimum
levels of insurance coverage:
Comprehensive General Liability Insurance with personal and bodily
injury and property damage with a combined single limit of not less
than $2,000,000.
Workers Compensation Insurance to cover the full liability under the
laws of the state in which work is performed, with Employers'
Liability Coverage with a limit of not less than $500,000.
Page 7 of 10
8
Automobile Liability Insurance covering bodily injury and property
damage liability arising out of the use by or on hired automobile
with combined single limits of not less than $1,000,000.
Product Liability Insurance with a single limit of not less than
$2,000,000.
26. PUBLICITY: Bulova will not disclose or advertise the existence of this
business agreement or any activities resulting from this business
agreement, as such information will be considered "proprietary
information". This includes information required by law to be incorporated
into financial or regulatory reports. Any financial or regulatory reports
containing proprietary information will be protected as proprietary
information, and provided only to those entities or persons who require it
by legal regulation.
27. SURVIVAL: All provisions defined in sections 15, 18, 19, 21, 22, 23, 24,
25, 26, and 27 of this agreement shall survive the termination of this
agreement for a period of five years.
28. ASSIGNMENTS OR TERMINATION OF AGREEMENT: The rights, duties, and
obligations of this business agreement are not transferable by Bulova in
part or in whole without prior written consent from CMI. Either Bulova or
CMI may terminate this agreement at any time. If Bulova terminates, such
termination must include formal written notification of intent to
terminate, and must include a transition plan that provides product
coverage to CMI for at least [*] months from the written termination
notification date. If CMI terminates. CMI agrees to purchase, and Bulova
agrees to release, all component and product inventory that is covered by
purchase order from CMI to Bulova. The cost for finished products will be
in accordance with the established pricing at the time of termination. The
cost for components will be at actual purchase cost without markup.
29. MISCELLANEOUS:
29.30 SECTION HEADINGS: The section headings used in this Business
Agreement (Agreement) are for purposes of convenience only. They
shall not be construed to limit or extend the meaning of any part of
this agreement.
29.31 NOTICES: Any notice, demand, approval, consent, or other
communication required or desired to be given under this Agreement
shall be in writing and shall be either personally served or mailed
in the United States mails, certified, return receipt requested,
postage prepaid, addressed to the party to be served with the copies
indicated below, at the last address given by that party to the
other under the provisions of this section. All such communications
shall be deemed delivered at the earlier of actual receipt or three
(3) business days following mailing as aforesaid.
CMI: Computer Motion, Inc.
▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
VP of Operations
Bulova: Bulova Technologies, L.L.C.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇. Contract Administrator
Page 8 of 10
9
29.3 BINDING EFFECT: All the terms, covenants and conditions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors.
29.4 ENTIRE AGREEMENT: This Agreement sets forth the entire understanding
and agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces any prior understanding,
agreement or statement, written or oral, with respect to the same.
No provision of this Agreement shall be construed to confer any
rights or remedies on any person other than parties hereto.
29.5 CALIFORNIA LAW: This Agreement shall be governed by and interpreted
in accordance with the laws of the State of California applicable to
agreements made and to be performed entirely within such state.
29.6 TIME OF THE ESSENCE: Time is of the essence in the performance of
each and every provision of this Agreement.
29.7 ATTORNEYS' FEES: In the event of any controversy, claim or dispute
between the parties hereto rising out of or relating to this
Agreement or any of the documents provided for herein, or the breach
thereof, the prevailing party shall be entitled to recover from the
losing party reasonable attorneys' fees, expenses and costs.
29.8 PARTIES IN INTEREST: Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by
reason of this Agreement on any persons other than the parties to it
and their respective successors and assigns, nor is anything in this
Agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement, nor
shall any right of subrogation or action over or against any party
to this Agreement.
29.9 MODIFICATION: This Agreement, and the Schedules referenced herein,
shall not be modified except by a writing signed on behalf of each
of the parties hereto.
29.10 SEVERABILITY: If any term, provision, covenant or condition of this
Agreement is found by a court of competent jurisdiction to be
invalid, void or unenforceable, then such term, provision, covenant
or condition shall be deemed to be stricken from this Agreement and
the remainder of this Agreement shall remain in full force and
effect and shall in no way be effected, impaired or invalidated
thereby.
29.11 INDEPENDENT CONTRACTOR STATUS, NO AGENCY: Bulova's and CMI's
activities hereunder shall be conducted as independent contractors
and no agency relationship shall exist between the parties.
30. AGREEMENT SIGNATURE APPROVALS
CMI and Bulova agree to execute this agreement on this day, February 18, 1997.
Computer Motion, Inc. Bulova Technologies, LLC
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President of Operations Title: Senior Vice President Operations
Signature: Signature:
----------------------------- -----------------------------
Page 9 of 10
10
WITNESS: WITNESS:
By: By:
------------------------ --------------------------
Signature: Signature:
---------------------------- ------------------------------
ADDENDUM A: FORECAST DETAILS
Date of this forecast: February 18, 1997
Shipment Forecast for AESOP Scope Positioner over the first 18 shipment
months of this agreement will be as follows:
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
Page 10 of 10