EXHIBIT 10.18
HITACHI COMPUTER PRODUCTS (AMERICA), Inc.
MASTER SALES AGREEMENT
CONTRACT MANUFACTURING
AGREEMENT No. OMD-092399 , Rev.________
This Agreement is made on this 23rd day of September 1999, by and between ECCS
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Corporation, Xxx Xxxxxx Xxxxx, Xxxx. 0X, Xxxxxx Xxxxx, XX 00000 (hereinafter
referred to as "ECCS"), and Hitachi Computer Products (America), Inc., Oklahoma
Manufacturing Division, 0000 X. Xxxxxx, Xxxxxx, Xxxxxxxx (hereinafter referred
to as "OMD"), under which manufacturing services shall be performed.
ARTICLE I
SCOPE
1.1 OMD agrees to use reasonable commercial efforts to perform the work
(hereinafter "Work") pursuant to accepted purchase orders, field returns
(hereinafter "RMA"), or changes to accepted purchase orders issued by ECCS and
accepted by OMD. Work shall mean to procure material and other supplies and to
manufacture, test and assemble Products, Spares and Upgrades as set forth in
Exhibit "A" and Exhibit "B" (hereinafter "Products"), pursuant to detailed
written specifications, where available, for each "Product" which are provided
by ECCS and accepted by OMD, and to deliver such "Products" to an ECCS'
designated location. When such specifications are not available from ECCS, OMD
will provide a written explanation of OMD's understanding of the specifications
for ECCS's approval. "By providing written approval and acceptance of the
explanation, ECCS authorizes OMD to perform the Work in accordance with the
same. The written explanation and approval shall be attached as an Exhibit to
this Agreement."
This Agreement shall constitute an overriding master agreement fully
setting forth the rights and responsibilities of the parties with respect to the
subject matter hereof, and all sales and shipments of "Products" shall be made
on the terms and conditions set forth herein. No terms or conditions on ECCS'
purchase order forms will be effective to modify or supplement this Agreement,
whether or not such forms are accepted by OMD. This Agreement may be modified or
supplemented only as explicitly provided herein.
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ARTICLE II
RESPONSIBILITIES
2.1 ECCS's Responsibilities:
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ECCS shall be responsible for providing OMD with the following
information, as appropriate, for "Products" ordered under this Agreement:
A. ECCS shall reference the OMD quotation number and this contract number
on ECCS's accepted purchase orders. This is to insure that the correct
"Products", pricing, definition of Work and term are specified.
B. ECCS shall supply a complete set of released documentation that matches
the revisions of the "Products" specified in ECCS's accepted purchase
orders. This documentation shall include but is not limited to a xxxx of
materials, approved vendor listing, fabrication drawings, assembly
drawings, wiring diagrams, schematics, appropriate test specifications,
process documentation, labeling and packaging specification, and any other
specifications or data that might be required.
C. ECCS may supply some components as consigned inventory to OMD as
described in Exhibit D hereto. ECCS shall own any and all consigned
inventory that are components, work process and finished assemblies until
said "Products" are shipped to ECCS or their designated customer. The
details of the consignment arrangement will be set forth in a separate
Agreement to be agreed upon by the parties.
D. The consigned inventory from ECCS will have an agreed market value at
the time of consignment. As the consigned inventory is utilized in the
production of Product for ECCS, five days after the end of each month, a
monthly inventory reconciliation report will be provided by HICAM and
payment for consumption will be made on or before Net 30 days, from the
date of the monthly report.
E. ECCS has the responsibility to generate RMA requests and forward them
to OMD with appropriate information. ECCS and Field Support will be the
direct contact with the customer if RMA questions or issues arise.
F. OMD's Operations group will have the responsibility of processing
incoming returns and monitoring their progress through the repair and
disposition process.
G. ECCS defines and maintains Field Service Spares (hereinafter "FSS")
Min./Max. quantities for selected spares and Field Replaceable Units
(hereinafter "FRU"). ECCS issues a purchase order to OMD to replenish FSS
with new product.
H. OMD owns the planning process of evaluating quantity on hand and open
replenishment orders against the FSS minimum requirement. OMD will notify
ECCS to place a replenishment order for new spares.
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I. ECCS represents and warrants that it shall not, directly or indirectly,
export, re-export, or transship "Products", technology, or software ("the
Commodities") in violation of any applicable U.S. export Control laws and
regulations or any other applicable export control laws promulgated and
administered by the government of any country having jurisdiction over the
parties or the transactions contemplated herein. This amendment includes
the signed MEMORANDUM OF EXPORT CONTROL COMPLIANCE (Exhibit E).
2.2 OMD Responsibilities:
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OMD shall perform work as necessary in order to deliver finished
"Products" that conform to all applicable documentation as specified by
ECCS under this Agreement:
A. OMD shall build "Products" in accordance with those documents supplied
by ECCS, and will deviate from those documents only after ECCS has issued
to OMD, in writing, an approved change order authorizing OMD to deviate
from the original documentation.
B. OMD shall make all reasonable efforts to comply with ECCS's requests
for changes. It is understood that all ECCS's requested changes will be
evaluated for delivery and price impact, as well as other changes that may
be necessary to these terms and conditions. OMD shall supply impact
analysis and OMD shall receive authorization, in writing, from ECCS prior
to implementing changes that affects schedule and pricing.
NOTE: It is understood that these responsibilities are of a general
nature, in no way should be construed as all-inclusive under this
Agreement.
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ARTICLE III
FORECASTS, ORDERS, MATERIAL PROCUREMENT
3.1 Forecasts:
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ECCS agrees to issue a monthly forecast, on or before the fifth working
day of each month, to OMD that contains a two (2) month committed
forecast, described in 3.2 (C) below, and a rolling four (4) month
forecast such that each monthly forecast covers a total of six (6) months.
The rolling four (4) month forecast will authorize OMD to purchase items
with a deliver lead-time that exceeds the two (2) month committed window
as defined in 3.2 (C) below (hereinafter "Special Inventory") to support a
continuous flow of shipments against ECCS forecast. For notification and
approval, OMD will inform ECCS of all cases of Special Inventory
purchases and request approval to proceed.
The following items shall be classified as "Special Inventory":
A. Long Lead Items Material - Generally those items whose delivery exceeds
ECCS's two (2) month committed forecast plus 30 days to account for the
order, shipment, receipt and manufacturing time.
B. Economic Order Quantity - Those items in which a substantial quantity
discount can be given. By way of example, and not by way of limitation,
this would include ordering larger quantities of custom sheet metal to
reduce setup charges.
C. Minimum Order Quantities - Those items that must be ordered in
quantities larger than required in order to accommodate a required
manufacturing process. By way of example, and not by way of limitation,
this would include the requirement to purchase an entire reel of SMT
components for use in surface mount pick-and-place equipment.
D. Non-Cancelable Material - The material on order that cannot be canceled
because of the location in a supplier's manufacturing process or due to
commercial impracticality or impossibility. By way of example, and not by
way of limitation, this would include a printed circuit board that is in
final electrical test, since cancellation would cost more than taking
delivery.
E. Non-Returnable Material - The material inventory that is custom
manufactured for a specific application. By way of example, and not by way
of limitation, this would include a custom semiconductor such as a LSI.
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3.2 Purchase Orders:
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It is the desire of OMD to supply ECCS with "Products" in a timely
fashion, in a continuous flow, with as few unexpected interruptions as
possible. In order to accomplish this:
A. ECCS will issue purchase orders that will include part numbers,
revisions, quantities, pricing, and delivery requirements.
B. ECCS issued purchase orders shall be deemed accepted by OMD unless
written notification of rejection is received by ECCS within five (5)
working days of receipt of such accepted purchase order and/or committed
forecast.
C. ECCS agrees that purchase orders will cover a minimum of (2) months
commencing on the date of the first purchase order. These purchase orders
sill constitute authorization for OMD to procure, using standard
purchasing practices, the components, materials and supplies necessary
for the manufacture of "Products" ("Inventory") covered by such purchase
orders.
D. ECCS agrees to provide OMD with consigned inventory items within thirty
(30) days prior to the requested delivery date on said purchase orders.
E. ECCS will be responsible to pay OMD for all Inventories and Special
Inventory purchased by OMD under this Article III, whether or not ECCS
accepts delivery of such Inventory and/or Special Inventory.
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3.3 Rescheduling of Purchase Orders:
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A. Quantity Increases and Shipments Schedule Changes. For any purchase
orders, ECCS may increase the quantity of "Products" or reschedule the
quantity of "Products" and their shipment date as provided in the table
below.
B. Maximum Allowable Variance for Purchase Order Quantities & Completion
Dates:
# Of days before Allowable Maximum Maximum
Completion Date Quantity Delay Delay
On Purchase Order Increases Quantity Period
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0-00 -0- -0- -0-
00-00 10% -0- 15-Days
31-60 50% 100% 30-Days
C. Any Accepted purchase order quantities increased or delayed pursuant to
this section may not subsequently be increased or rescheduled without the
prior written approval of OMD. Allowable quantity increases are subject to
material availability. OMD will use reasonable commercial efforts to meet
quantity increases. If there are extra costs to meet a schedule increase
in excess of the above limits, OMD will inform ECCS for its approval in
advance.
3.4 Cancellation:
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ECCS may not cancel any portion of "Products" quantity of an accepted
purchase order without OMD's prior written approval, not be unreasonably
withheld. If the Parties agree upon a cancellation, ECCS will pay OMD for
"Products", Inventory, and Special Inventory affected by the cancellation
as follows: (i) 100% of the contract price for all finished "Products" in
OMD's possession, (ii) 100%, plus restocking fees, of the cost of all
Inventory and Special Inventory in OMD's possession and not returnable to
the vendor or usable for other ECCS product, whether in raw form or work
in process, less the salvage value thereof, (iii) 100%, of the cost of all
Inventory and Special Inventory on order and not cancelable, (iv) any
vendor cancellation charges incurred with respect to Inventory and Special
Inventory accepted for cancellation or return by the vendor, and (v)
expenses incurred by OMD related to labor to support ECCS's purchase
orders.
OMD will use reasonable commercial effort to return unused Inventory and
Special Inventory and to cancel pending orders for such Inventory, and to
otherwise mitigate the amounts payable by ECCS.
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ARTICLE IV
ENGINEERING CHANGE ORDERS
4.1 ECCS may request, in writing, that OMD incorporate engineering changes
into the Product. Such requests will include a description of the proposed
engineering change sufficient to permit OMD to evaluate its feasibility,
cost, and schedule. OMD's evaluation shall be in writing and shall state
the costs and time of implementation and the impact on the delivery
schedule and pricing of the Product. OMD will not be obligated to proceed
with the engineering change until the parties have agreed upon the changes
to the Product's Specifications, delivery schedule and "Products" pricing
and upon the implementation costs to be borne by ECCS including, without
limitation, the cost of Inventory and Special Inventory on-hand and
on-order that becomes obsolete.
ARTICLE V
TOOLING, NON-RECURRING EXPENSES, SOFTWARE
5.1 OMD shall provide non-Product specific tooling and test equipment at its
expense.
5.2 ECCS shall pay for or obtain and deliver to OMD any Product specific
tooling, test equipment, and other reasonably necessary non-recurring
expenses, as set forth in OMD's quotation letter.
5.3 All software, which ECCS provides to OMD, is and shall remain the property
of ECCS. ECCS grants OMD a license to copy, modify and use such software
as required to perform OMD's obligations under this Agreement.
5.4 All software developed by OMD and modifications created by OMD to ECCS
provided software to support the process tooling or otherwise shall be and
remain the property of OMD.
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ARTICLE VI
PRICE/PAYMENT/SHIPPING/ADDITIONAL COSTS
6.1 Pricing:
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"The prices of the Products are shown in Exhibit A, the prices of the
Spares/Upgrades are shown in exhibit B, and the prices for RMA are shown
in, Exhibit B, shall remain fixed for the term of this Agreement absent
Engineering Change Orders ("ECO") requested by ECCS or material variations
on the market price of components necessary to manufacture the Products.
6.2 Payments:
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A. Payment for any "Products", services or other costs to be paid by ECCS
hereunder is due thirty (30) days net from the date of invoice and shall
be made in lawful U.S. currency. ECCS agrees to pay 1.5% monthly interest
on all late payments or the highest rate permitted by law, whichever is
lower.
B. Furthermore, if ECCS is late with payments, or OMD has reasonable cause
to believe ECCS may not be able to pay, OMD may request reasonable
assurances of due performance from ECCS. The parties agree that requiring
prepayment, delaying shipments or suspending work until assurances of
payment satisfactory to OMD are received would all be reasonable.
C. After 90-days of on-time payment at net 30-days, ECCS will be extended
credit terms sufficient to support their ongoing business.
6.3 Security Interest:
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Security Interest. Until the purchase price and all other charges payable
to OMD hereunder have been received in full, OMD hereby retains and ECCS
hereby grants to OMD security interest in the "Products" delivered to ECCS
and any proceeds therefrom. ECCS agrees to promptly execute any documents
requested by OMD to perfect and protect such security interest.
6.4 Shipping Point:
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FOB point for all deliveries under this Agreement are to be FOB shipping
Point/Point of Origin (Norman, OK, USA).
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6.5 Additional Costs:
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ECCS is responsible for (a) any expediting charges reasonably necessary
because of a change in ECCS's requirements which charges are pre-approved,
(b) any overtime or downtime charges incurred as a result of delays in the
normal production or interruption in the workflow process and caused by
(1) ECCS's change in Specifications; or (2) ECCS's failure to provide
sufficient quantities or a reasonable quality level of consigned materials
where applicable to sustain the production schedule. ECCS caused delays as
a result of consigned inventory will result in a special charge to ECCS of
1.5% of the sale price of the Product for each month, or part thereof,
delayed.
6.6 Cost Reductions:
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OMD agrees to seek ways to reduce the cost of manufacturing "Products" by
methods such as elimination of components, obtaining alternate sources of
materials, redefinition of Specifications, and improved assembly or test
methods. Upon implementation of such OMD initiated methods to reduce
costs, OMD will receive fifty percent of the demonstrated cost reductions.
ECCS will receive one hundred percent of the demonstrated cost reduction
upon implementation of ECCS initiated methods of cost reduction. ECCS will
receive one hundred percent of cost reductions achieved due to market
changes in material pricing. (Receipt based).
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ARTICLE VII
PRODUCT ACCEPTANCE AND WARRANTIES
7.1 Product Acceptance:
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The "Products" delivered by OMD will be inspected and tested to applicable
specifications by ECCS their designated customer, within thirty (30) days
of receipt. If "Products" are found to be defective in material (except
for ECCS supplied material) or workmanship, ECCS has the right to reject
such "Products" during the acceptance period. "Products" not rejected
during the acceptance period will be deemed accepted. ECCS may return
defective "Products", freight pre-paid, after obtaining a return
material authorization number from OMD (to be displayed on the shipping
container) and completing a failure report (a copy to be included with
the refunded material). Rejected "Products" will be repaired or
replaced, at ECCS's option, and returned freight pre-paid.
7.2 Express Limited Warranty:
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A. OMD warrants that "Products" manufactured for normal production
shipments will conform to the agreed upon specifications and will be free
from defects in materials and workmanship for a period of 1-year from the
date of shipment. (Based upon the data and assumptions provided by ECCS in
Reliability Report #REL-980210-01) OMD warrants that "RMAs" returned and
repaired will conform to the agreed upon specifications and will be free
from defects in materials and workmanship, for the original reason for
return, for a period of 30-days from the date of shipment. Also, see
sections 2.1 (E) thru (H).
B. This express warranty does not apply to (a) materials consigned by ECCS
to OMD; (b) defects resulting from ECCS's design of the "Products"; or (c)
Product that has been abused, damaged, altered or misused by any person or
entity after title passes to ECCS. This warrant does not apply to first
articles, prototypes, pre-production units, test units or other similar
"Products". Notwithstanding anything else in this agreement, OMD assumes
no liability for or obligation related to the performance, accuracy,
specifications, failure to meet specifications or defects of or due to
components, fixtures, designs, or instructions produced or supplied by
ECCS and ECCS shall be liable for costs or expenses incurred by OMD
related thereto.
C. If OMD determines that Product conformed to the warranties and was not
defective, ECCS agrees to pay OMD's reasonable costs of inspection,
handling and testing. Upon failure of a Product to comply with the above
warranty, OMD's sole obligation, and ECCS's sole remedy, is for OMD, at
its option, to promptly repair or replace such Product and return it to
ECCS freight pre-paid. After completing a failure report and obtaining a
return material authorization number from OMD, ECCS shall return material
to OMD freight pre-paid. Such shipments shall include a copy of the
failure report and the shipping container shall display the return
material authorization number.
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Disclaimer of Warranty:
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THE FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY OMD IN
CONNECTION WITH THIS AGREEMENT, EXPRESS OR IMPLIED, AND OMD DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. OMD DOES NOT PROMISE THAT THE PRODUCT IS ERROR-FREE OR
WILL OPERATE WITHOUT INTERRUPTION.
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ARTICLE VIII
TERM/TERMINATION/EXTENSION
8.1 Terms:
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This agreement shall continue in force for one (1) year from the date of
this Agreement by both parties, unless terminated pursuant to Section 8.2,
provided that at the written request by either party within ninety (90)
days prior to the expiration of the Agreement, both parties shall
negotiate, in good faith and for a reasonable period, with a view to the
extension of the term of this Agreement upon such terms and conditions as
either party shall propose at that time; and provided further that this
Agreement is subject to early termination as provided in other provisions
of this Agreement. If no understanding is reached by the expiration date,
and if both parties continue the mutual relationship without entering into
a formal extension Agreement, then this Agreement shall thereafter be
continued on the same terms and conditions as herein provided on a
month-to-month basis until terminated, for any reason, by either party
giving the other party, ninety (90) days written notice of its intention
to terminate.
8.2 Termination:
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This Agreement may be terminated by either party, for any reason or no
reason, with ninety- (90) days' written notice.
A. In the event of such termination by ECCS, ECCS shall be obligated to
accept delivery of and pay for all completed "Products", Work In Process,
(WIP) Inventory, and special Inventory. It is further agreed that in the
event of such termination, ECCS will promptly, and without delay, issue
OMD Purchase orders to cover all aforementioned items.
B. In the event of such termination by OMD, OMD agrees to support ECCS
with Product sufficient to cover the period upon which ECCS had Purchase
Orders in place at the time of the termination. It is further agreed
that ECCS will be obligated for all completed "Products", work-in-
process, all component material purchased by OMD in support of ECCS's
Purchase Orders, Special Inventory and any other such items resulting from
services provide herein.
C. In the event of termination by either party, within thirty (30) days
from the termination, OMD agrees to return all ECCS capital equipment to
ECCS at ECCS's expense or provide ECCS with a written estimate of scrap
value of said capital equipment. At ECCS's option, OMD will either scrap
said capital equipment and provide written proof of destruction or
reimburse ECCS the scrap value in cash.
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ARTICLE IX
LIABILITY LIMITATION
9.1 Patents, Copyrights, Trade Secrets, Other Proprietary Rights:
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ECCS shall defend, indemnify and hold harmless OMD from all claims, costs,
damages, judgments and attorney's fees resulting from or arising out of
any alleged and/or actual infringement or other violation of any patents,
patent rights, trademarks, trademark rights, trade names, trade name
rights, copyrights, trade secrets, proprietary rights and processes or
other such rights arising out of, or related to the "Products". OMD shall
promptly notify ECCS in writing of the initiation of any such claims.
THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER
CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL
PROPERTY RIGHTS.
No Other Liability:
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EXCEPT FOR THE EXPRESS WARRANTIES CREATED UNDER THIS AGREEMENT, IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT
OR THE SALE OF "PRODUCTS", WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF
CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY
FRAUD, MISREPRESENTATION AND OTHER TORTS), OR OTHERWISE, EVEN IF THE PARTY HAS
BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF
THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
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ARTICLE X
MISCELLANEOUS
10.1 Confidentiality:
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All written information and data exchanged between the Parties for the
purpose of enabling OMD to manufacture and deliver "Products" under this
Agreement that is marked "Confidential" or the like, shall be deemed to be
Confidential Information. The Party, which receives such Confidential
Information, agrees not to disclose it directly or indirectly to any third
party without the prior written consent of the disclosing party.
Confidential Information disclosed pursuant to the Agreement shall be
maintained confidential for a period of three (3) years from the date of
disclosure thereof.
10.2 Communications:
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It is the desire of both ECCS and OMD to maintain a business relationship
whereby both parties are successful, and the results of this Agreement are
rewarding for both. It is, therefore, agreed that ECCS and OMD will
maintain excellent levels of communication through periodic meetings,
written communication, verbal communication, and any other means of
communication that will achieve both parties' desire under this Agreement.
10.3 Force Majeure:
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Neither party shall be liable in any way, whatsoever, to the other party
in the event that the performance of this Agreement, or any part, thereof,
is delayed through causes beyond the reasonable control of the delaying
party, such as, but not limited to, acts of God, acts of civil or
military authorities, fires, industrial disputes, floods, wars, riots or
any other event(s), not with the direct control of OMD. In the event of
such delay, the performance of this Agreement or any part affected by such
cause (s) shall be suspended for so long and to the extent that such
cause (s) prevents or delays its performance. The delaying party shall
immediately and fully inform the other party of such delay. In the event
the delay exceeds thirty (30) days or is anticipated to exceed thirty (30)
days, the parties shall meet to mutually decide what action would be
taken with respect to the work and this Agreement. Both parties undertake
to use their "best efforts" to recover from such situations as timely as
possible with minimal impact on the other party.
10.4 Governing Law:
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This Agreement shall be governed by and construed under the laws of the
State of Oklahoma, without giving effect to its provisions governing
conflicts of law.
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10.5 Entire Agreement:
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This Agreement constitutes the entire agreement between the Parties with
respect to the transactions contemplated hereby and supersedes all prior
agreements and understanding between the parties relating to such
transactions. ECCS shall hold the existence and terms of the Agreement
confidential; unless it obtains OMD's express written consent otherwise.
In all respects, this Agreement shall govern, and any other documents
including, without limitation, preprinted terms and conditions on ECCS's
purchase orders shall be of no effect.
10.6 Amendments:
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This Agreement may be amended only by written consent of both parties.
10.7 Independent Contractor:
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Neither party shall, for any purpose, be deemed to be an agent of the
other party and relationship between the parties shall only be that of
independent contractors. Neither party shall have any right or authority
to assume or create any obligations or to make any representations or
warranties on behalf of any other party, whether express or implied, or to
bind the other party in any respect whatsoever.
10.8 Expenses:
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In the event a dispute between the Parties hereunder with respect to this
Agreement must be resolved by litigation or other proceeding or a party
must engage an attorney to enforce its right hereunder, the prevailing
party shall be entitled to receive reimbursement for all associated
reasonable costs and expenses (including, without limitation, attorney
fees) from the other party.
10.9 Successors, Assignment:
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This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and there respective successors, assigns and legal
representatives. Neither Party shall have the right to assign or otherwise
transfer its rights or obligations under this Agreement except with the
prior written consent of the other party, not be unreasonably withheld.
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10.10 All the notice hereunder shall be given in writing to the persons listed
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below.
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ECCS Corporation: Xx. Xxx Xxxxxxxxxx, Phone: (000) 000-0000
Fax:(000) 000-0000
ECCS Corporation
Xxx Xxxxxx Xxxxx, Xxxxxxxx 0X
Xxxxxx Xxxxx, XX 00000
OMD: Xx. Xxxxxxx X. Xxxxxxxx, Phone: (000) 000-0000
Fax: (000) 000-0000
Oklahoma Manufacturing Division
Hitachi Computer Products (America), Inc.
0000 X. Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly and
properly executed by the duly authorized representatives as of the Effective
Date set forth below.
On Behalf of ECCS: On Behalf of OMD:
ECCS Corporation Oklahoma Manufacturing Division
Hitachi Computer Products (America), Inc.
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Signature Signature
Xxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxx
-------------------------- -----------------------------------------
Printed Name Printed Name
VP Engineering & Operations Director, OMD
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Title Title
9/24/99 23 September, 1999
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Date Date
/s/ Xxxxxxxxx Xxxxxx
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Signature Signature
Xxxxxxxxx Xxxxxx
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Printed Name Printed Name
Executive VP/GM
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Title Title
9/23/99
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Date Date
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