Original Equipment Manufacturing Agreement (77K)
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Adept Technology / Samsung Electronics
Original Equipment Manufacturing Agreement
For
Mechanical Wafer and LCD Transfer 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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OEM Agreement
Between
Production Engineering Center, Samsung Electronics Co., Ltd.
And
Adept Technology, Inc.
This OEM Agreement (the "Agreement") sets forth the terms and conditions of a
relationship between the Production Engineering Center (PEC) of Samsung
Electronics Co., Ltd. and Adept Technology, Inc. and is made as of the day of
July 16, 1998 (the "Effective Date").
The nature of this Agreement includes the exclusive worldwide sale of Samsung
wafer transfer and LCD transfer robots under Adept Technology, Inc., label while
precluding Adept Technology, Inc., from working with other robot suppliers in
the sale of this class of robots.
The validity of this Agreement is subject to both parties, PEC and Adept
Technology, Inc., reaching agreement in the following areas within 120 days of
signing this Agreement.
- Final Pricing and Order Quantities
- Equipment Specifications and Pricing
- Initial Supplier Quality Audit Acceptance
- Acceptable Robot / Controller System Performance Evaluation by Adept
Technology, Inc.
- Appendices
1. Product Specification
2. Price Schedule
3. Spares Pricing Schedule
4. Quality Planning & Test Data Requirements
5. Robot System Qualification Testing
The above appendices and any other contractual issues will be finalized within
120 days of signing of this Agreement.
Samsung Electronics Co., Ltd. Adept Technology, Inc.
416 Maetan-3 Dong, Paldal-Gu, Suwon City 150 Rose Orchard Way
Kyungki-Do, Korea (zip 441-742) San Jose, CA 95134
Executed: /s/ Dr. Sung Kwun KIM Executed: /s/ Charlie Duncheon
------------------------------ ------------------------
Officer: Dr. Sung Kwun KIM Officer: Charlie Duncheon
Title: Senior Vice President Title: Senior Vice President,
& General Manager Sales & Marketing
Production Engineering Center On: July 16, 1998
On: July 16, 1998
Executed: /s/ Marcy Alstott
------------------------
Officer: Marcy Alstott
Title: Vice President,
Operations
On: July 16, 1998
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Adept / Samsung 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 Exclusivity
19 Non-Competition
20 Miscellaneous
21 Entire Agreement
Contract Execution by Both Parties
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Page iii
Adept / Samsung 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
o Robot System Qualifications Test Specification Appendix 5
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Adept / Samsung Page 1
Adept / Samsung
Original Equipment Manufacturing Agreement
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This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and SAMSUNG ELECTRONICS, CO., Ltd (hereinafter referred to as
"SAMSUNG") is entered into for the purpose of providing OEM sales of SAMSUNG
robot manipulators to ADEPT. ADEPT and SAMSUNG agree that the following
provisions shall govern the OEM relationship between ADEPT and SAMSUNG.
1. Purpose and Scope of Relationship
1.1 ADEPT will purchase and SAMSUNG shall provide Mechanical Wafer and LCD
Transfer Manipulator product, SAMSUNG model WTR and LTR series,
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 SAMSUNG is engaged in the design, manufacturing and sales of various
automation equipment and products including industrial robots in Korea
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
SAMSUNG 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. Further, both parties
agree to provide a minimum of 90 days written notification prior to the
target shipping date of any proposed changes. Any earlier shipping date
may be arranged or determined if reasonable and agreed upon. Any
proposal of a significant nature
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