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Preview Full Doc	2003	CCTV Products Supply Agreement CCTV Products Supply Agreement (36K) Doc #130240: Click preview link for longer preview. CCTV PRODUCTS SUPPLY AGREEMENT This CCTV Products Supply Agreement (this "Agreement"), entered into as of this 20th day of December, 2002 by and between ULTRAK, INC., a corporation duly organized and existing under the laws of the State of Delaware and having its principal place of business at Lewisville, Texas (together with the Purchaser Affiliated Entities, hereinafter referred to as "Ultrak" or "Purchaser") and PITTWAY CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware ("Supplier") and a wholly-owned subsidiary HONEYWELL INTERNATIONAL INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at Morristown, New Jersey ("Honeywell"). RECITALS: A. Honeywell, Ultrak and certain Affiliates of Ultrak have entered into that certain Asset Purchase Agreement dated as of August 8, 2002 (as amended to date, the "Asset Purchase Agreement") pursuant to which Honeywell has agreed to purchase, and Ultrak has agreed to sell, on the terms and conditions set forth in the Asset Purchase Agreement, certain business assets of Ultrak involved in the manufacture and sale of CCTV Products (as herein defined). B. Following the Closing under the Asset Purchase Agreement, Ultrak will, among other things, (v) engage in the business of designing, manufacturing, selling and distributing access control systems, (x) act as a systems integrator of security systems, (y) seek to sell CCTV Products to certain Governmental Authorities, and (z) engage in the Excluded Businesses (as herein defined), in each case in accordance with the terms of Section 6.11 of the Asset Purchase Agreement. C. As a condition to the Closing under the Asset Purchase Agreement and the purchase by Honeywell of the business assets to be purchased thereunder, and except as otherwise provided herein, (x) Honeywell requires Ultrak, and Ultrak has agreed as an inducement to Honeywell, to purchase from Supplier and to cause each Purchaser Affiliated Entity to purchase from Supplier, all of Ultrak's and such Purchaser Affiliated Entities' requirements for CCTV Products and (y) Ultrak requires Supplier, and Supplier has agreed, to supply all of Ultrak's and each Purchaser Affiliated Entity's requirements for CCTV Products, in each case on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound agree as follows: 1. CERTAIN DEFINITIONS. Capitalized terms used herein but otherwise not defined herein shall have the meaning ascribed thereto in the Asset Purchase Agreement. 130240	Honeywell Int'l Honeywell International Inc. ( Defense ) As referenced in this CCTV Products Supply Agreement: HONEYWELL INTERNATIONAL – existing under the laws of the State of Delaware ("Supplier") and a wholly-owned subsidiary HONEYWELL INTERNATIONAL INC., a corporation duly organized and existing under the laws of the State of Delaware, Honeywell International – Texas 75201-4761 Attention: Richard L. Waggoner, Esq. Facsimile: (214) 999-3510 If to Supplier: Honeywell International Inc. Security & Fire Solutions 165 Eileen Way Syosset, New York 11791 Attention: Ed Freeman Facsimile: Honeywell International – Syosset, New York 11791 Attention: Ed Freeman Facsimile: 516-364-5344 with a copy to: Honeywell International Inc. Security & Fire Solutions 165 Eileen Way Syosset, New York 11791 Attention: General Counsel Facsimile: dt 28192 ; Gardere Wynne Gardere Wynne Sewell, LLP ( Legal ) As referenced in this CCTV Products Supply Agreement: Gardere Wynne – Drive Lewisville, Texas 75057 Attention: General Counsel Facsimile: 972-353-6654 with a copy to: Gardere Wynne Sewell LLP 1601 Elm Street, Suite 3000 Dallas, Texas 75201-4761 Attention: Richard L. dt 36791 ; Ultrak, Inc.;	Pittway Corporation; American Building Control Inc.
Preview Full Doc	2003	Access Control Supply Agreement Access Control Supply Agreement (34K) Doc #130241: Click preview link for longer preview. ACCESS CONTROL SUPPLY AGREEMENT This Access Control Supply Agreement (the "Agreement") is made and executed this 20th day of December, 2002 between Ultrak Operating, L.P., ("Supplier") a Texas limited partnership, whose principal office is located in Lewisville, Texas and Pittway Corporation ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Honeywell International Inc., a Delaware corporation ("Honeywell"), a Delaware corporation whose principal office is located in Morristown, New Jersey. RECITALS A. Supplier is engaged in the business of designing, manufacturing, selling and distributing access control systems. B. Pursuant to this Agreement, Purchaser desires to purchase certain Products (as defined in Section 2 of this Agreement) and Supplier has agreed to sell Purchaser the Products. AGREEMENT In consideration of the mutual agreements and acknowledgment herein made, the parties agree as follows: 1. RIGHTS GRANTED. Upon the terms and conditions set forth herein, Purchaser may purchase the Products and Supplier agrees to sell the Products to Purchaser. Supplier hereby grants to Purchaser the non-exclusive right upon the terms and conditions herein contained to purchase inventory, promote and resell the Products in the Non-U.S. Jurisdictions (as defined in the Asset Purchase Agreement dated August 8 2002 among Honeywell, Supplier and the other parties thereto, as amended to date). This Agreement is effective from the date hereof and shall continue for an initial period of twenty-four (24) months. Upon the written consent of Purchaser and Supplier given at least ninety (90) days prior to the end of the then-applicable period, this Agreement shall renew for successive one (1) year periods. The initial period and all renewal periods shall be referred to as the "Term" of this Agreement. 2. PRODUCTS. As used herein the term Supplier's products shall mean those which are expressly identified in Exhibit A, attached hereto and made a part hereof, together with those new or additional products that Supplier and Purchaser may expressly add in writing to this Agreement from time to time ("Products"). 3. PAYMENT. Purchaser shall make payment to Supplier for Products within 30 days after shipment in United States dollars by wire transfer or check written upon a United States money center bank subject to collection; provided, however, in the event Purchaser shall fail to honor such payment terms with respect to any ACCESS CONTROL SUPPLY AGREEMENT - PAGE 1 {PAGE} shipment by Supplier, Supplier may thereafter sell upon such shorter or other payment terms, including shipment against letter of credit, consistent with Supplier's credit practices then in effect. 4. TERMS OF SALE. a. The price Supplier charges to Purchaser shall be the price Supplier may establish, from time to time, on Supplier's international distributor price list. Price lists shall be provided to Purchaser and the price list in effect at the time the Products are shipped shall control. b. Supplier shall use commercially reasonable efforts consistent with Supplier's practices for its other significant customers to promptly deliver Products to Purchaser in accordance with the terms of the applicable purchase order. Shipment of such Products will be made to Purchaser, to the extent commercially reasonable, from Supplier's nearest source of such Products. c. Supplier shall effect shipments by any ground transportation, vessel or airfreight of any flag at any port or airport in the country of Supplier's plant point of shipment. The delivery terms for all shipments shall be FOB Supplier's plant point of shipment (as defined in the Uniform Commercial Code of the State of Delaware). Title to and risk of loss or damage to all or any part of the Products shall pass to Purchaser upon delivery of the Products to the carrier for shipment. d. All costs of shipping, transporting and/or insuring the Products, including all applicable stamp, duties, tariffs and similar import and export charges, and all sales and use taxes, VAT and any other transfer taxes, shall be paid by Purchaser. e. Supplier shall be responsible for all franchise, income and similar taxes imposed on or assessed to Supplier as a result of fulfillment of its obligations under this Agreement. f. Upon arrival of the Products to the point of destination, Purchaser shall inspect Products under such shipment. Claims for shortages, incorrect materials or invoicing errors must be made by Purchaser to Supplier within fifteen (15) days of the arrival of the Products to the point of destination. In the event of any such shortages, incorrect materials or invoicing errors, Purchaser shall follow the procedure set forth on Exhibit B attached hereto and shall be limited to the remedies set forth on Exhibit B. g. Any term or condition in a purchase order which contradicts this Agreement shall be void and the provisions of this Agreement shall control. 130241	Honeywell Int'l Honeywell International Inc. ( Defense ) As referenced in this Access Control Supply Agreement: Honeywell International – Lewisville, Texas and Pittway Corporation ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Honeywell International Inc., a Delaware corporation ("Honeywell"), a Delaware corporation whose principal office is located in Morristown, Honeywell International – if otherwise actually personally delivered, when delivered, and shall be delivered as follows: To Purchaser, Honeywell International Inc. Security & Fire Solutions 165 Eileen Way Syosset, New York 11791 Attention: Ed Freeman Facsimile: ( Honeywell International – Syosset, New York 11791 Attention: Ed Freeman Facsimile: (516) 364-5344 with a copy to: Honeywell International Inc. Security & Fire Solutions 165 Eileen Way Syosset, New York 11791 Attention: General Counsel Facsimile: ( dt 28193 ; Ultrak Operating, L.P.;	Pittway Corporation; American Building Control Inc.
Preview Full Doc	2003	Contract for the Supply of Microir Imaging Modules Contract for the Supply of Microir Imaging Modules (36K) Doc #147302: Click preview link for longer preview. CONTRACT FOR THE SUPPLY OF MicroIR IMAGING MODULES between FLIR Systems AB Rinkebyvagen 19 Danderyd Sweden and BAE SYSTEMS Information and Electronic Systems Integration Inc. 2 Forbes Road Lexington, Massachusetts 02421-7306 United States of America Page 1 CONTRACT FOR THE SUPPLY OF MicroIR IMAGING MODULES This is a Contract (The Contract) by and between FLIR Systems AB, (hereinafter called the Buyer), having a place of business at Rinkebyvagen 19, Danderyd, Sweden, BAE SYSTEMS Information and . . . 147302	FLIR Systems FLIR Systems, Inc. ( Aerospace ) As referenced in this Contract for the Supply of Microir Imaging Modules: FLIR Systems – UNCOOLED IMAGING MODULES Exhibit 10.17 CONTRACT FOR THE SUPPLY OF MicroIR IMAGING MODULES between FLIR Systems AB Rinkebyvagen 19 Danderyd Sweden and BAE SYSTEMS Information and Electronic Systems Integration Inc. 2 FLIR Systems – THE SUPPLY OF MicroIR IMAGING MODULES This is a Contract (The Contract) by and between FLIR Systems AB, (hereinafter called the Buyer), having a place of business at Rinkebyvagen 19, Danderyd, Sweden, FLIR Systems – the day and year last written below. BAE SYSTEMS Information and Electronic Systems Integration Inc. FLIR Systems AB by /s/ Michael P. Mawn by /s/ Arne Almerfors Title Manager of Contracts Title FLIR Systems – 2002 Date 2002 07 04 In consideration of the exclusivity granted by the Seller to FLIR Systems AB hereunder, and in further consideration of the mutual benefits to be derived from the FLIR Systems, – further consideration of the mutual benefits to be derived from the performance of this Contract, FLIR Systems, Inc., as parent corporation of FLIR Systems AB, hereby agrees to be bound by dt 28066 ;	BAE Systems Information and Electronic Systems Integration Inc.
Preview Full Doc	2002	Distribution, Development & Supply Agreement Distribution, Development & Supply Agreement (110K) Doc #279409: Click preview link for longer preview. DISTRIBUTION, DEVELOPMENT & SUPPLY AGREEMENT This Distribution, Development & Supply Agreement (this "Agreement"), dated and effective as of August 6, 2001 (the "Effective Date"), is entered into by and between LUMINEX CORPORATION, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 ("LUMINEX"), and MIRAIBIO, INC., a California corporation with principal offices at 1201 Harbor Bay Parkway, Suite 150, Alameda, California 94502 ("Mirai"). BACKGROUND A. LUMINEX has developed Beads for detection and quantification of analytes, either singly or in multiplexed (multiple analytes simultaneously) form and Luminex Systems for use with such Beads. B. MIRAI provides innovative integrated instrumentation, software and reagent systems to facilitate scientific research and discovery to its customers. C. The parties desire that MIRAI distribute Luminex Systems [___]* and offer service contracts for purchasers, who are customers of MIRAI and its distributors, of the Luminex Systems. D. The parties desire that MIRAI develop and distribute Kits incorporating Tests for use within certain Fields. E. The parties desire that MIRAI appoint third party Kit manufacturers in the territory defined in Section 1.6 below. F. The parties previously entered into that certain Distribution Agreement dated as of August 4, 2000 (the "Prior Agreement"), and desire to supercede and replace the Prior Agreement in its entirety with this Agreement. NOW THEREFORE, for and in consideration of the covenants, conditions, and undertakings hereinafter set forth, it is agreed by and between the parties as follows: ARTICLE 1 DEFINITIONS 1.1 "Affiliate" means any entity that directly or indirectly owns, is owned by or is under common ownership with a party hereto, where "owns" or "ownership" means direct or indirect possession and/or control of at least fifty percent (50%) of the outstanding voting securities of a corporation or a comparable equity interest in any other type of entity; provided, that the term "Affiliate" shall not include Hitachi, Ltd. or any subsidiary of Hitachi Ltd. (unless such subsidiary is also a subsidiary of Hitachi Software Engineering Co., Ltd.). 1.2 "Beads" means LUMINEX's standard fluorescently-dyed microsphere beads supplied by LUMINEX for use with Luminex Systems and other bead products, in each case as -1- {PAGE} CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. made available by LUMINEX generally to customers. Notwithstanding the foregoing, "Beads" shall not include any beads that include or incorporate any intellectual property rights of one or more third parties. 1.3 "[___] Instrument Territory" means [___]. 1.4 "Bead Specifications" means the specifications for the Beads as designated by LUMINEX from time to time in writing. 1.5 "Diagnostic Fields" means the diagnostic fields set forth in Exhibit F. 1.6 "Diagnostic Kit Territory" means (i) prior to January 1, 2004, [__], and (ii) thereafter, for each of MIRAI and each Kit Subdistributor, on a Diagnostic Field by Diagnostic Field basis, each country into which MIRAI or such Kit Distributor shall have sold an Eligible Kit within the Diagnostic Field prior to the second anniversary of the Effective Date; provided, however that the [___]* 1.7 "Eligible Kits" means (i) any Kit developed by MIRAI or its Affiliates or Third Party Kit Distributors ("Developed Kits") in compliance with the terms and conditions of this Agreement, and (ii) any other Kit LUMINEX chooses at its sole option to make available to MIRAI or Third Party Kit Developers for resale. 1.8 "End User" shall mean (i) a [___]* consumer of [_____]* Luminex Systems that obtains: (a) [_____]* solely for internal use or for use with Kits manufactured by LUMINEX, MIRAI, any Subdistributor or other third party duly authorized to develop and manufacture Kits, or (b) Luminex Systems for use with [_____]* for internal use or for use with Kits manufactured by LUMINEX, MIRAI, any Subdistributor or other third party duly authorized to develop and manufacture Kits, and in neither clause (a) nor (b) for the purpose(s) of [_____]*, and (ii) a purchaser or consumer of Kits that obtains Kits for the purpose of generating Test results on behalf of itself or third parties and not for the purpose of re-selling the Kit(s). 1.9 "Fields" shall mean the Diagnostic Fields and the Research Field. 1.10 "Included Software" means all software that manipulates, organizes, compiles, captures, or similarly processes data, from the point of data entry into the Luminex System to the point of data output from the Luminex System, including without limitation, digital signal processing software, data acquisition software, instrument calibration operations software, instrument control firmware, graphical user interface software components, and print formatting software features. Also included in this definition of "Included Software" is all software code exposed to MIRAI through any interface. 1.11 "Intellectual Property Rights" means (i) patent claims to the extent such claims cover only an apparatus or composition of matter, and not a method or process; and (ii) copyrights. 279409	Hitachi Hitachi, Ltd. ( Capital Goods ) As referenced in this Distribution, Development & Supply Agreement: Hitachi, Ltd – securities of a corporation or a comparable equity interest in any other type of entity; provided, that the term "Affiliate" shall not include Hitachi, Ltd . or any subsidiary of Hitachi Ltd. (unless such subsidiary is also a subsidiary of Hitachi Software Engineering Co., Ltd.). 1.2 "Beads" _____________ Hitachi Ltd – comparable equity interest in any other type of entity; provided, that the term "Affiliate" shall not include Hitachi, Ltd. or any subsidiary of Hitachi Ltd . (unless such subsidiary is also a subsidiary of Hitachi Software Engineering Co., Ltd.). 1.2 "Beads" means LUMINEX's standard fluorescently-dyed _____________ dt 224977 ; Luminex Luminex Corp. ( Commercial Physical & Biological Research ) As referenced in this Distribution, Development & Supply Agreement: LUMINEX CORP – Distribution, Development & Supply Agreement (this "Agreement"), dated and effective as of August 6, 2001 (the "Effective Date"), is entered into by and between LUMINEX CORP ORATION, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 ("LUMINEX"), and MIRAIBIO, INC., a California corporation with principal _____________ Luminex Corp – a party may specify by notice hereunder). All notices shall be effective as of the date received by the addressee. If to LUMINEX: Luminex Corp oration 12212 Technology Boulevard Austin, Texas 78727 Attention: General Counsel Fax: (512) 219-6325 If to MIRAI: MiraiBio, Inc. 1201 Harbor Bay Parkway, _____________ LUMINEX CORP – force and effect. -22- {PAGE} IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. MIRAIBIO, INC. LUMINEX CORP ORATION By: /s/ Leonard Klevan By: /s/ Michael L. Bengtson -------------------------- --------------------------- Leonard Klevan Michael L. Bengtson President Executive Vice President -23- {PAGE} EXHIBIT A _____________ Luminex Corp – THIS UNIT OF LUMINEX INSTRUMENTATION FOR A FULL REFUND PRIOR TO USING IT IN ANY MANNER. No rights or licenses under any of Luminex Corp oration's ("Luminex") patents are granted by or shall be implied from the sale of this unit of Luminex 100 instrumentation or license _____________ LUMINEX CORP – any such beads. LABEL LICENSE/STICKER FOR KIT: BY OPENING THE PACKAGING CONTAINING THIS KIT (WHICH CONTAINS FLUORESCENTLY LABELED MICROSPHERE BEADS AUTHORIZED BY LUMINEX CORP ORATION) OR USING THIS KIT IN ANY MANNER, YOU ARE CONSENTING AND AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. YOU _____________ dt 211342 ;	Miraibio, Inc.
Preview Full Doc	2003	OEM Consumables Supply Agreement OEM Consumables Supply Agreement (59K) Doc #402399: Click preview link for longer preview. OEM CONSUMABLES SUPPLY AGREEMENT This Agreement is made and entered into as of the 1st day of July, 2003 (the "Effective Date"), by and between Heidelberger Druckmaschinen AG Kurfursten-Anlage 52-60 D-69115 Heidelberg Germany (hereinafter referred to as,,HEIDELBERG") and Presstek, Inc 55 Executive Drive Hudson, New Hampshire, NH 03051-04903 United States of America (hereinafter referred to as,,PRESSTEK") WITNESSETH: WHEREAS HEIDELBERG desires and is willing to purchase certain of the subsequently specified products from PRESSTEK for re-sale on an OEM basis in accordance with the terms and conditions of this Agreement and, WHEREAS PRESSTEK desires and is willing to manufacture, sell and supply to HEIDELBERG and to its affiliates and authorized local Sales and Service Units ("SSUs") such products on an OEM basis for re-sale, NOW THEREFORE, the Parties agree as follows: - 1 - {PAGE} 1. DEFINITIONS In this AGREEMENT the following terms have the following meaning except where the context otherwise requires: 1.1 "Products" means a [CONFIDENTIAL TREATMENT REQUESTED] // printing plate as currently manufactured and offered by PRESSTEK and as further described in ATTACHMENT A hereto including future modifications thereof that is to be manufactured by PRESSTEK for HEIDELBERG on an OEM basis, and branded as a Heidelberg product, in accordance with the terms of this Agreement. Products specified in ATTACHMENT A may only be added, deleted or substituted upon written agreement of both Parties. 1.2 "Specifications" means the specifications of the Products as described in ATTACHMENT B. 2. TRADEMARK 2.1 The Products shall be marketed, sold, and distributed under HEIDELBERG's own trademarks or trade-names. 2.2 PRESSTEK shall affix to the package of Products such HEIDELBERG labels as being designated by HEIDELBERG in ATTACHMENTS C and D. HEIDELBERG may change or modify the packaging or label of the Products upon [CONFIDENTIAL TREATMENT REQUESTED] // days written notice to PRESSTEK provided however that any reasonable costs incurred in changing or modifying such packaging or label shall be [CONFIDENTIAL TREATMENT REQUESTED] // by [CONFIDENTIAL TREATMENT REQUESTED] // for reimbursement. HEIDELBERG shall supply to PRESSTEK the information necessary for all such subsequent changes of labels and packaging. The same procedure shall apply to and shall be pursued accordingly regarding any future Products that may be added or substituted upon written agreement by the Parties in ATTACHMENT A. 2.3 HEIDELBERG agrees to provide PRESSTEK at [CONFIDENTIAL TREATMENT REQUESTED] //'s expense with all necessary artwork for labels and packaging for Products. On the basis of such artwork PRESSTEK shall produce the respective labels. The boxes for packaging shall be procured by [CONFIDENTIAL TREATMENT REQUESTED] //. 2.4 Packaging and labelling of Products as well as all informative material such as brochures, manuals etc. shall bear no direct reference to PRESSTEK unless required by law. 3. PURCHASE AND SALE / TERRITORY 3.1 PRESSTEK agrees to manufacture, sell and supply Products to HEIDELBERG, and HEIDELBERG agrees to order and purchase such quantities of Products as HEIDELBERG may order from time to time under the terms and conditions of this // [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. - 2 - {PAGE} Agreement. HEIDELBERG shall be entitled to re-sell Products on a [CONFIDENTIAL TREATMENT REQUESTED] // basis in compliance with the pricing terms for the territories as described in more detail in ATTACHMENT E. 3.2 PRESSTEK shall not sell the Products marked with HEIDELBERG's labels to any other customer but HEIDELBERG, HEIDELBERG's affiliated companies or SSUs of HEIDELBERG. 3.3 PRESSTEK offers the terms and conditions as set forth in Section 4 and ATTACHMENT E of this Agreement to HEIDELBERG based on the following assumptions of HEIDELBERG with regard to HEIDELBERG's Quickmaster 46-DI Classic press (the "Classic") and its respective customer base (the "Classic Customers"): - prior to July 1st, 2004, [CONFIDENTIAL TREATMENT REQUESTED] //, and - HEIDELBERG further assumes that for the period between July 1st, 2004 and December 31st, 2004 [CONFIDENTIAL TREATMENT REQUESTED] //. For the purpose of this Agreement, sales volumes shall be calculated based on the number of plate rolls (or, if necessary for comparison of quantities, the number of plates) sold. Based on the assumptions set out above, the parties agree as follows: A. Beginning on the Effective Date of this Agreement, through July 1, 2004, HEIDELBERG will [CONFIDENTIAL TREATMENT REQUESTED] // to Classic Customers. As an exception thereto, HEIDELBERG shall be entitled to [CONFIDENTIAL TREATMENT REQUESTED] // to the Classic Customers. B. Beginning on July 1, 2004 through December 31, 2004, HEIDELBERG will purchase from PRESSTEK [CONFIDENTIAL TREATMENT REQUESTED] // an amount of plates equal to [CONFIDENTIAL TREATMENT REQUESTED] // of HEIDELBERG's [CONFIDENTIAL TREATMENT REQUESTED] // plate sales volume to the Classic Customers during this six months period (the [CONFIDENTIAL TREATMENT REQUESTED] //). C. Not more than [CONFIDENTIAL TREATMENT REQUESTED] //, PRESSTEK shall have the right [CONFIDENTIAL TREATMENT REQUESTED] // to have an [CONFIDENTIAL TREATMENT REQUESTED] // choosing [CONFIDENTIAL TREATMENT REQUESTED] // relevant HEIDELBERG [CONFIDENTIAL TREATMENT REQUESTED] // that would indicate whether [CONFIDENTIAL TREATMENT REQUESTED] // set out in item B herein. The [CONFIDENTIAL TREATMENT REQUESTED] // shall comprise the last [CONFIDENTIAL TREATMENT REQUESTED] // months. If the [CONFIDENTIAL TREATMENT REQUESTED] // a [CONFIDENTIAL TREATMENT REQUESTED] // of [CONFIDENTIAL TREATMENT REQUESTED] // shall be entitled and obligated to [CONFIDENTIAL TREATMENT REQUESTED] // 402399	Presstek Presstek, Inc. ( Capital Goods ) As referenced in this OEM Consumables Supply Agreement: Presstek, Inc – of the 1st day of July, 2003 (the "Effective Date"), by and between Heidelberger Druckmaschinen AG Kurfursten-Anlage 52-60 D-69115 Heidelberg Germany (hereinafter referred to as,,HEIDELBERG") and Presstek, Inc 55 Executive Drive Hudson, New Hampshire, NH 03051-04903 United States of America (hereinafter referred to as,,PRESSTEK") WITNESSETH: WHEREAS HEIDELBERG desires and is willing to purchase certain of _____________ PRESSTEK inc – Date: July 1st, 2003 Date: ----------------------------- ------------------------------ {PAGE} ATTACHMENT A Quickplate which is a version or versions of the [CONFIDENTIAL TREATMENT REQUESTED] // printing plate as [CONFIDENTIAL TREATMENT REQUESTED] // manufactured and offered by PRESSTEK inc luding future modifications thereof that is to be manufactured by PRESSTEK for HEIDELBERG on an OEM basis, and branded as a HEIDELBERG product called "Quickplate". // [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL _____________ Presstek, Inc –* G Mutual Confidentiality Agreement between the Parties dated July 13, 2001 MUTUAL CONFIDENTIALITY AGREEMENT This agreement is made and entered into effective as of July 13, 2001, by and between Presstek, Inc ., having an office and place of business at 55 Executive Drive, Hudson, New Hampshire 03051-3907, USA (hereinafter referred to as "Presstek"); and Heidelberger Druckmaschinen Aktiengesellschaft, having an office _____________ Presstek, Inc – sitting in New York to enforce the provisions of this Confidentiality Agreement. IN WITNESS WHEREOF, the parties have caused this Confidentiality Agreement to be executed by their duly authorized representatives. Presstek, Inc . By: /s/ Robert Hallman -------------------------------------------------------- Title: CEO ----------------------------------------------------- Date: 7/25/01 ------------------------------------------------------ Heidelberger Druckmaschinen Aktiengesellschaft By: /s/ Wirnt Galster -------------------------------------------------------- Title: General Counsel ----------------------------------------------------- Date: 7/26/01 ------------------------------------------------------ {/TEXT} {/DOCUMENT} _____________ dt 1477422
Preview Full Doc	2003	OEM Consumables Supply Agreement OEM Consumables Supply Agreement (57K) Doc #402400: Click preview link for longer preview. OEM CONSUMABLES SUPPLY AGREEMENT This Agreement is made and entered into as of the 1st day of July, 2003 (the "Effective Date"), by and between Heidelberg USA, Inc. 1000 Gutenberg Drive Kennesaw, GA 30144 USA (hereinafter referred to as,,HEIDELBERG") and PRESSTEK, Inc 55 Executive Drive Hudson, New Hampshire, NH 03051-04903 United States of America (hereinafter referred to as,,PRESSTEK") WITNESSETH: WHEREAS HEIDELBERG desires and is willing to purchase certain of the subsequently specified products from PRESSTEK for re-sale on an OEM basis in accordance with the terms and conditions of this Agreement and, WHEREAS PRESSTEK desires and is willing to manufacture, sell and supply to HEIDELBERG such products on an OEM basis for re-sale, NOW THEREFORE, the Parties agree as follows: - 1 - {PAGE} 1. DEFINITIONS In this AGREEMENT the following terms have the following meaning except where the context otherwise requires: 1.1 "Products" means a [CONFIDENTIAL TREATMENT REQUESTED] // printing plate as currently manufactured and offered by PRESSTEK and as further described in ATTACHMENT A hereto including future modifications thereof that is to be manufactured by PRESSTEK for HEIDELBERG on an OEM basis, and branded as a HEIDELBERG product, in accordance with the terms of this Agreement. Products specified in ATTACHMENT A may only be added, deleted or substituted upon written agreement of both Parties. 1.2 "Specifications" means the specifications of the Products as described in ATTACHMENT B. 2. TRADEMARK 2.1 The Products shall be marketed, sold, and distributed under HEIDELBERG's own trademarks or trade-names. 2.2 PRESSTEK shall affix to the package of Products such HEIDELBERG labels as being designated by HEIDELBERG in ATTACHMENTS C and D. HEIDELBERG may change or modify the packaging or label of the Products upon [CONFIDENTIAL TREATMENT REQUESTED] // days written notice to PRESSTEK provided however that any reasonable costs incurred in changing or modifying such packaging or label shall be [CONFIDENTIAL TREATMENT REQUESTED] // by [CONFIDENTIAL TREATMENT REQUESTED] // for reimbursement. HEIDELBERG shall supply to PRESSTEK the information necessary for all such subsequent changes of labels and packaging. The same procedure shall apply to and shall be pursued accordingly regarding any future Products that may be added or substituted upon written agreement by the Parties in ATTACHMENT A. 2.3 HEIDELBERG agrees to provide PRESSTEK at [CONFIDENTIAL TREATMENT REQUESTED] //'s expense with all necessary artwork for labels and packaging for Products. On the basis of such artwork PRESSTEK shall produce the respective labels. The boxes for packaging shall be procured by [CONFIDENTIAL TREATMENT REQUESTED] //. 2.4 Packaging and labelling of Products as well as all informative material such as brochures, manuals etc. shall bear no direct reference to PRESSTEK unless required by law. 3. PURCHASE AND SALE / TERRITORY 3.1 PRESSTEK agrees to manufacture, sell and supply Products to HEIDELBERG, and HEIDELBERG agrees to order and purchase such quantities of Products as HEIDELBERG may order from time to time under the terms and conditions of this // [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. - 2 - {PAGE} Agreement. HEIDELBERG shall be entitled to re-sell Products in the USA (the "Territory") in compliance with the pricing terms as described in more detail in ATTACHMENT E. 3.2 PRESSTEK shall not sell the Products marked with the HEIDELBERG labels to any other customer in the Territory but HEIDELBERG. 3.3 PRESSTEK offers the terms and conditions as set forth in Section 4 and ATTACHMENT E of this Agreement to HEIDELBERG based on the following: - HEIDELBERG shall sell the Products marked with the HEIDELBERG label to customers in the USA [CONFIDENTIAL TREATMENT REQUESTED] // As an exception, HEIDELBERG may [CONFIDENTIAL TREATMENT REQUESTED] // PRESSTEK product plate materials that can be used with Quickmaster 46-DI presses or successor products thereof are hereinafter referred to as "Quickplate Products". - HEIDELBERG may terminate the above exclusivity by providing PRESSTEK with [CONFIDENTIAL TREATMENT REQUESTED] // written notice and may subsequently [CONFIDENTIAL TREATMENT REQUESTED] //. This [CONFIDENTIAL TREATMENT REQUESTED] // may be terminated no earlier than [CONFIDENTIAL TREATMENT REQUESTED] // and only then if the required written notice has been submitted to PRESSTEK no later than [CONFIDENTIAL TREATMENT REQUESTED] //. - In case HEIDELBERG terminates [CONFIDENTIAL TREATMENT REQUESTED] // as stated above, the following terms shall apply: A. HEIDELBERG will purchase from PRESSTEK not less than an amount of plates equal to [CONFIDENTIAL TREATMENT REQUESTED] // of HEIDELBERG's [CONFIDENTIAL TREATMENT REQUESTED] // of plate material that can be used with Quickmaster 46-DI presses or successor products thereof (the [CONFIDENTIAL TREATMENT REQUESTED] //). For the purpose of this Agreement, [CONFIDENTIAL TREATMENT REQUESTED] // shall be calculated based on the number of [CONFIDENTIAL TREATMENT REQUESTED] // sold. B. The prices as set forth in Section 4 and ATTACHMENT E of this Agreement will only continue to apply as long as HEIDELBERG's aggregate percentage of sales volume of plate material sold to Quickmaster 46-DI customers in the Territory per [CONFIDENTIAL TREATMENT REQUESTED] // consists of Products. C. Not more than [CONFIDENTIAL TREATMENT REQUESTED] // PRESSTEK shall have the right [CONFIDENTIAL TREATMENT REQUESTED] // to have an [CONFIDENTIAL TREATMENT REQUESTED] // choosing [CONFIDENTIAL TREATMENT REQUESTED] // relevant HEIDELBERG [CONFIDENTIAL TREATMENT REQUESTED] // that would indicate whether [CONFIDENTIAL TREATMENT REQUESTED] /*/ with item A and B herein. The [CONFIDENTIAL TREATMENT 402400	Presstek Presstek, Inc. ( Capital Goods ) As referenced in this OEM Consumables Supply Agreement: PRESSTEK, Inc – as of the 1st day of July, 2003 (the "Effective Date"), by and between Heidelberg USA, Inc. 1000 Gutenberg Drive Kennesaw, GA 30144 USA (hereinafter referred to as,,HEIDELBERG") and PRESSTEK, Inc 55 Executive Drive Hudson, New Hampshire, NH 03051-04903 United States of America (hereinafter referred to as,,PRESSTEK") WITNESSETH: WHEREAS HEIDELBERG desires and is willing to purchase certain of _____________ PRESSTEK inc – Title: Title: ------------------------- ---------------------------- Date: Date: -------------------------- ---------------------------- - 12 - {PAGE} ATTACHMENT A Quickplate which is a version or versions of the [CONFIDENTIAL TREATMENT REQUESTED] // printing plate as [CONFIDENTIAL TREATMENT REQUESTED] // manufactured and offered by PRESSTEK inc luding future modifications thereof that is to be manufactured by PRESSTEK for HEIDELBERG on an OEM basis, and branded as a HEIDELBERG product called "Quickplate". // [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL _____________ Presstek, Inc –* G Mutual Confidentiality Agreement between the Parties dated July 13, 2001 MUTUAL CONFIDENTIALITY AGREEMENT This agreement is made and entered into effective as of July 13, 2001, by and between Presstek, Inc ., having an office and place of business at 55 Executive Drive, Hudson, New Hampshire 03051-3907, USA (hereinafter referred to as "Presstek"); and Heidelberger Druckmaschinen Aktiengesellschaft, having an office _____________ Presstek, Inc – sitting in New York to enforce the provisions of this Confidentiality Agreement. IN WITNESS WHEREOF, the parties have caused this Confidentiality Agreement to be executed by their duly authorized representatives. Presstek, Inc . By: /s/ Robert Hallman -------------------------------------------------------- Title: CEO ----------------------------------------------------- Date: 7/25/01 ------------------------------------------------------ Heidelberger Druckmaschinen Aktiengesellschaft By: /s/ Wirnt Galster -------------------------------------------------------- Title: General Counsel ----------------------------------------------------- Date: 7/26/01 ------------------------------------------------------ {/TEXT} {/DOCUMENT} _____________ dt 1477423
Preview Full Doc	2004	Supply Agreement Supply Agreement (29K) Doc #498767: Click preview link for longer preview. SUPPLY AGREEMENT ---------------- This Supply Agreement (this "Agreement"), effective as of October 22, 2004 is by and between Embroidery Acquisition LLC, a Delaware limited liability company ("EAL"), Hirsch International Corp., a Delaware corporation ("Hirsch") and PCA LLC, a Delaware limited liability company ("PCA") (for purposes of Section 6.1 only). Background Statement Hirsch is in the business of manufacturing and selling . . . 498767	Hirsch Int'l Hirsch International Corp. ( Capital Goods ) As referenced in this Supply Agreement: Hirsch International Corp. – DESCRIPTION}SUPPLY AGREEMENT {TEXT} SUPPLY AGREEMENT ---------------- This Supply Agreement (this "Agreement"), effective as of October 22, 2004 is by and between Embroidery Acquisition LLC, a Delaware limited liability company ("EAL"), Hirsch International Corp. , a Delaware corporation ("Hirsch") and PCA LLC, a Delaware limited liability company ("PCA") (for purposes of Section 6.1 only). Background Statement Hirsch is in the business of manufacturing _____________ Hirsch International Corp. – 847-1548 With Copy to: Robinson, Bradshaw & Hinson, P.A. 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Attention: Steven D. Newmark Facsimile No.: 704-378-4000 To Hirsch: Hirsch International Corp. 200 Wireless Boulevard Hauppauge, NY 11788 Attention Beverly Eichel, Chief Financial Officer Facsimile No.: 631-952-0665 Any party may change the address to which notice is to be _____________ HIRSCH INTERNATIONAL CORP. – IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMBROIDERY ACQUISITION LLC By: /s/ Barry J. Feld ------------------------------ Name: Barry J. Feld Title: President HIRSCH INTERNATIONAL CORP. By: /s/ Paul Gallagher --------------------------- Name: Paul Gallagher Title: President PCA executes this Agreement solely for the purpose of being bound by Section 6.1. PCA LLC By: /s/ Barry _____________ dt 1522931
Preview Full Doc	2006	Production and Supply Agreement Production and Supply Agreement (51K) Doc #1066119: Click preview link for longer preview. PRODUCTION AND SUPPLY AGREEMENT THIS AGREEMENT is made and entered into this 17^th day of March, 2006 by and between ITW SPACEBAG (“ITW”) a division of Illinois Tool Works Inc. and CTI INDUSTRIES CORPORATION, an Illinois corporation (“CTI”). WHEREAS, CTI is engaged in the development, production and sale of plastic films and pouches; WHEREAS, ITW is engaged in the development, production, marketing and sale of, among other things, storage pouches; WHEREAS, . . . 1066119	Illinois Tool Illinois Tool Works Inc. ( Capital Goods ) As referenced in this Production and Supply Agreement: Illinois Tool Works Inc – 1.htm PRODUCTION AND SUPPLY AGREEMENT THIS AGREEMENT is made and entered into this 17th day of March, 2006 by and between ITW SPACEBAG (“ITW”) a division of Illinois Tool Works Inc . and CTI INDUSTRIES CORPORATION, an Illinois corporation (“CTI”). WHEREAS, CTI is engaged in the development, production and sale of plastic films and pouches; WHEREAS, ITW is engaged _____________ Illinois Tool Works Inc – include nylon, polyethylene and such other components as shall be specified by the parties; 1.6 “ITW” shall mean the ITW Space Bag Division of Illinois Tool Works Inc . and its Affiliates; 1.7 “ITW Equipment” shall have the meaning provided in Section 4.1 hereof. 1.8 “Extra Large Space Bags” _____________ dt 1728560
Preview Full Doc	2007	Inventory Supply Agreement Inventory Supply Agreement (34K) Doc #2699817: Click preview link for longer preview. EXHIBIT 10(vi) DELTA INVENTORY SUPPLY AGREEMENT THIS DELTA INVENTORY SUPPLY AGREEMENT (this ï¿½Agreementï¿½) is made as of this 1st day of December, 2006 (the ï¿½Effective Dateï¿½), by and between United Launch Alliance, L.L.C., a Delaware limited liability company (ï¿½ULAï¿½) and The Boeing Company, a Delaware corporation (ï¿½Boeingï¿½). ULA and Boeing are sometimes referred to herein as a ï¿½Partyï¿½ or collectively as the ï¿½Parties.ï¿½ RECITALS WHEREAS, Boeing, Lockheed Martin Corporation, a Maryland corporation (ï¿½Lockheed Martinï¿½), and ULA entered into a Joint Venture Master Agreement dated as of . . . 2699817	Boeing Boeing Co. ( Aerospace )
Full Doc	2009	Supply Agreement Supply Agreement (14K) Doc #3450040: This document is immediately available for purchase, but does not have a preview available for viewing. 3450040	Flight Safety Flight Safety Technologies Inc. ( Aerospace )
Full Doc	2009	Supply Agreement Supply Agreement (14K) Doc #3450047: This document is immediately available for purchase, but does not have a preview available for viewing. 3450047	Flight Safety Flight Safety Technologies Inc. ( Aerospace )

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