Original Equipment Manufacturing Agreement (43K)
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Adept Technology / Yaskawa Electric Corp.
Original Equipment Manufacturing Agreement
For
Six Axis Manipulators
CONFIDENTIAL
**** - Indicates confidential information that has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.
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Adept / Yaskawa OEM Agreement
TABLE OF CONTENTS
Paragraph Major Topics
------------
1 Purpose and Scope of Relationship
2 Product Specifications and Technical Information
3 Pricing and Payment
4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
5 Warranty
6 Arm Parts, Repair Service, and Maintenance
7 Product Change Management
8 Obsolescence
9 Documentation
10 Inspection and Testing
11 Indemnity
12 Product and Business Confidentiality
13 Technical Communications
14 Assignments and Delegations
15 Term and Termination
16 Force Majeure
17 Applicable Law, Jurisdiction and Venue, and Attorney's Fees
18 Miscellaneous
19 Entire Agreement
Contract Execution by Both Parties
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Adept / Yaskawa OEM Agreement
APPENDICES
o Products Specifications Appendix 1
o Price Schedule Appendix 2
o Spares Pricing Schedule Appendix 3
o Quality Planning and Data Requirements Appendix 4
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Adept / Yaskawa Page 1
Adept / Yaskawa
Original Equipment Manufacturing Agreement
This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and Yaskawa Electric Corp. (hereinafter referred to as "Yaskawa") is
entered into for the purpose of providing OEM sales of Yaskawa robot
manipulators to ADEPT. ADEPT and Yaskawa agree that the following provisions
shall govern the OEM relationship between ADEPT and Yaskawa.
1. Purpose and Scope of Relationship
1.1 ADEPT will purchase and Yaskawa shall provide Mechanical Six Axis
Manipulator product, Yaskawa models SV3X, UP6, UP2O, CR3, CR8, CR20,
hereinafter referred to as "ARM", for incorporating with ADEPT hardware
and software controls to provide an extension to ADEPT's product lines.
ADEPT shall market the ARMs under its own trade name and
responsibilities except for any industrial rights associated with the
designs of the ARMs.
1.2 Yaskawa is engaged in the design, manufacturing and sales of various
automation equipment and products including industrial robots in Japan
and elsewhere throughout the world, and desires to expand its sales of
robotics products.
1.3 Both parties desire to expand the market demand for their products
through the business relationship established by this agreement.
2. Product Specifications and Technical Information
2.1 Product Specification
Yaskawa will sell to ADEPT ARMs and its maintenance and spare parts
(hereinafter referred to as "PARTS") which accept ADEPT's servo
amplifier signal and meet the product specifications contained in
ADEPT's Product Specification. Refer to Appendix #1. If changes are
required to the product specifications referenced in this agreement
during the course of the business relationship, both parties must
formally approve the requirements and changes to be made before they
are incorporated into the ARM sold to ADEPT. All notifications of
product specification changes, or other contractual changes, shall be
directed to ADEPT's Purchasing organization. Yaskawa guarantees that
all products sold to ADEPT will meet the most current effective
revision of product specifications approved by both parties. All
changes to product specifications must conform to the Product Change
Management Section herein. For further Product Specification
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