Exhibit 10(w)
QMS, INC. - GENICOM CORPORATION
STRATEGIC PARTNER AGREEMENT
This Agreement is made as of this 7th day of October, 1997, by and
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between QMS, Inc., a Delaware corporation having its principal place of business
at Xxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 (hereinafter "QMS") and Genicom
Corporation, a Delaware corporation, having its principal place of business at
00000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter
"Purchaser").
1. SALE AND PURCHASE OF PRODUCTS. QMS agrees to sell and Purchaser agrees to
purchase the products indicated in Exhibit A, which are incorporated by
reference herein, (the "Products") during the term of this Agreement, for
purposes of resell to Digital Equipment Corporation's customer base. The
specifications for the products are attached at Exhibit B. Purchaser's
execution of this Agreement shall constitute its acceptance of these
specifications.
2. TERM OF AGREEMENT. Unless otherwise terminated as provided herein, this
Agreement shall be for an initial period of fifteen months commencing on
the date specified above, and shall be automatically renewed for successive
one (1) year periods unless either party gives the other written notice of
its intent to terminate the Agreement within sixty (60) days prior to the
end of each annual term.
3. QUANTITY AND PRICE.
a) During the term of this Agreement, Purchaser intends to purchase and
take delivery of a minimum of $REDACT Dollars of print systems. QMS
shall sell the Products to Purchaser at the prices stated in Exhibit A.
b) Purchaser acknowledges that the pricing as indicated in Exhibit A is
based upon Purchaser's commitment to purchase and take delivery of the
Minimum Dollars indicated in subparagraph (a) above, and that pricing
shall be adjusted on a quarterly basis if Purchaser does not meet the
commitment specified in Paragraph 3(c).
c) Minimum commitment levels over the contract period are as follows and
are subject to price changes pursuant to subparagraphs 3(a) and (b):
0-90 days from product completion date REDACT% $ REDACT
91-180 days REDACT% $ REDACT
181-270 days REDACT% $ REDACT
271-365 days REDACT% $ REDACT
366-456 days REDACT% $ REDACT
d) All spares, options, accessories and consumables must be purchased from
QMS.
4. PURCHASE ORDERS.
(a) At periodic intervals during the term of this Agreement, Purchaser
shall submit to QMS written purchase orders (hereinafter "Purchase
Order") for the Products, specifying the quantity of Products ordered
at least ninety (90) days in advance of requested delivery date. All
Purchase Orders submitted by Purchaser are subject to acceptance by
QMS and are non-cancelable. Delivery dates may only be rescheduled as
follows:
(i) within sixty (60) to ninety (90) days prior to delivery date,
delivery of up to thirty percent (30%) of the value of the purchase
order may be deferred for a maximum of sixty (60) days.
(ii) within thirty-one (31) to sixty (60) days prior to the requested
delivery date, delivery of up to fifteen percent (15%) of the value
of the purchase order may be deferred for a maximum of thirty (30)
days.
(iii) within thirty (30) days prior to the requested delivery date no
deferrals of the delivery date may be made.
(b) Purchaser shall be required to issue an initial non-cancelable Purchase
Order to QMS within 15 days of execution of this Agreement.
(c) Purchaser shall be extended credit limits not to exceed redact dollars
($REDACT), subject to payment terms specified in Paragraph 8(a). Should
Purchaser exceed the redact dollar ($REDACT) credit limit, payment will be
required to reduce the balance below such limit prior to any additional
purchases being shipped.
(d) QMS shall fax, within fifteen (15) business days, acknowledgment of receipt
of order confirming scheduled delivery dates.
5. FORECASTS. Upon execution of this Agreement, Purchaser shall submit to
QMS a forecast of its Product requirements over the term of this Agreement.
Purchaser shall thereafter, on or before the tenth of each month, update
its forecast for all products outside of the non-cancelable orders for
planning purposes. The referenced monthly forecast should reflect the
ensuing sixty (60) days and are for planning purposes only.
6. DELIVERY, INCOMING INSPECTION, QUALITY CONTROL AND CERTIFICATION.
(a) All shipments pursuant to this Agreement shall be made F.O.B. QMS' facility
in Mobile, Alabama U.S.A. or F.O.B. QMS Europe B.V.'s facility in the
Netherlands. All costs for freight shall be borne by Purchaser. QMS shall
upon request by Purchaser, drop ship to Purchaser's customers at an
additional cost of one percent (1%) of the Purchase Order as an
administrative service cost with a minimum of thirty dollars ($30.00) per
shipment and a maximum of two hundred fifty dollars ($250.00) per drop
shipment location.
(b) Title to the Product and risk of loss shall pass to Purchaser upon
delivery of the Product to the common carrier.
(c) All articles ordered hereunder will be subject to inspection and approval by
Purchaser after delivery, notwithstanding payment for said articles has been
made. It is expressly agreed that payment shall not constitute acceptance.
Purchaser may reject and return any article which contains defective
material or workmanship, or otherwise does not conform to this Agreement.
Rejected articles (except for Epidemic Failures) shall be returned at
Purchaser's risk and expense for correction or replacement pursuant to QMS'
Returned Merchandise Authorization ("RMA") guidelines. Contingent upon
Purchaser's compliance with QMS' RMA instructions, QMS shall assume the
expense for replacement, corrections and the costs of Purchaser's freight
costs for shipments to and from QMS of the defective articles to Purchaser.
Purchaser shall complete inspection tests within thirty (30) days of actual
receipt or prior to delivery to Purchaser's customer, whichever occurs
first. These remedies are not exclusive of any other
remedies provided by law or in equity to Purchaser. All authorized
returns shall follow QMS' RMA guidelines and procedures.
(d) All work performed under this Agreement shall be done in accordance with
good engineering and workmanship practices, utilizing materials, techniques
and procedures conforming to industry standards of quality, safety, and
performance.
(e) If there exists a symptom due to a specific defect in workmanship or
materials of the same cause and in the same part, repetitively occurring
during the warranty period in more than 5% of a shipment lot of Products,
such symptom shall be deemed an "Epidemic Failure". Purchaser shall advise
QMS in writing if Purchaser believes an Epidemic Failure condition exists
and shall provide evidence satisfactory to QMS. If both parties agree than
an Epidemic Failure condition exists, QMS shall provide the remedies set
forth herein and QMS shall reimburse Purchaser for reasonable costs, to
include labor and freight to correct such failure.
7. NONRECURRING ENGINEERING FEES. Nonrecurring engineering fees ("NRE")
required to complete the QMS(R) 2060, 4060 and Monet Print Systems shall be
$REDACT, payable pursuant to paragraph 8(c) of this Agreement. Included in
the NRE fees is $REDACT for DCPS compatibility as outlined in the
specifications (Exhibit B). The specifications do not include a DCPS
compatibility test suite. Purchaser may be responsible for additional NRE
fees associated with DCPS. QMS will provide a quote of additional NRE fees,
if required, once the DCPS compatibility test suite is provided.
If Purchaser meets delivery and payment of $REDACT in print systems within
the initial period of the Agreement, QMS will refund $REDACTof the NRE fees.
8. PAYMENT.
(a) Purchaser shall pay QMS for all Products shipped pursuant to this
Agreement within thirty (30) days of the date of invoice/shipment.
(b) All prices contained herein are exclusive of all duties, federal, state
and local excise, sales, use, and similar taxes. Such taxes and fees,
when applicable, will appear as separate additional items on invoices
and are the responsibility of Purchaser.
(c) Purchaser shall pay QMS a basic one-time, fully paid non-recurring
engineering fee ("NRE") of $REDACT. Payment shall be as follows:
$REDACT upon execution of this Agreement
$REDACT upon delivery of first Product
$REDACT upon completion of second product
9. SERVICE. QMS shall not be required (unless subcontracted to QMS) to install
or place in service any Product, nor service or keep in good working order
any Product. Purchaser shall be responsible for installation and service for
Product purchased hereunder through the self-paced courses provided by QMS,
or by QMS training personnel at published pricing, provided, however, that
QMS shall train one trainer designated by Purchaser at no cost for training
on all three printers. Purchaser shall be responsible for such trainer's
travel expenses incurred during the training. All expenses incurred by QMS
for all other training purposes shall be borne by Purchaser. It is agreed
that each party will not solicit employees from their respective companies,
and each party will not attempt to obtain business accounts from the other
party.
QMS shall issue field service bulletins which will suggest desirable
adjustments or possible improvements to units purchased hereunder and describe
changes, if any, in manufacturing should they change in form, fit or
functionality. Such field service bulletins shall further, when applicable,
include engineering documentation affecting maintenance of devices purchased
by the Purchaser, interchangeability of parts therein, spare parts therefor,
and functional and performance specifications thereof, for the purpose of
review of such material. Such field service bulletins will also contain
corrections and revisions to the user's manual and service manual, when
necessary and applicable.
Mail bulletins to:
GENICOM CORPORATION
XXXXXXX XXXXX
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000 XXXXXXX XX #000
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XXXXXXXXXXXX, XX 00000
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QMS also agrees to make available kits and services to modify or upgrade units
previously purchased hereunder to a higher level, as well as to implement
possible improvements, modifications, or changes described in field service
bulletins or otherwise announced by QMS. In the event any such change is made
mandatory on units produced by QMS within one year after its announcement or
availability on newly-manufactured units or is necessary to correct a design
deficiency, such change will be provided on Purchaser's request at Seller's
expense. In computing the cost of implementing any such manual revisions which
are included in said charge, in addition to the cost of parts and/or labor,
shall be spread equally over all such changes made, and units sold with such
change thereon, for one full year from the date Buyer requests such changes.
It shall be solely at Seller's option to implement the aforementioned
modifications or upgrades.
10. SPARE PARTS. QMS shall sell to Purchaser any and all Spare Parts desired
or required by Purchaser to maintain the Product in such reasonable quantities
as Purchaser shall from time to time request during the term of this Agreement
and for a period ending five (5) years following termination of this Agreement
or the product's end of life date. During the term of this Agreement, the
purchase price for Spare Parts shall be the pricing terms set forth in Exhibit
A, subject to the provisions of subparagraph 3(c). Purchaser shall buy spare
parts in compliance with the QMS recommended spare parts list.
11. QMS SOFTWARE AND DOCUMENTATION.
a) QMS grants Purchaser non-exclusive license transferable only to Purchaser's
wholly-owned subsidiaries to use QMS software and Product documentation for the
Products Purchaser acquires under this Agreement, solely to support Purchaser's
efforts to sell the Products. Except as expressly permitted herein, Purchaser
agrees not to (i) sell, rent, loan, disclose or otherwise make available QMS
software, or any portion thereof to any other party, (ii) use QMS software for
any other purpose; or (iii) make any copies of QMS software. Purchaser agrees
not to duplicate the documentation except to support the sale of the Products.
QMS shall make available Product user manuals in diskette format at no cost to
Purchaser. Purchaser may modify, customize and duplicate Product user manuals.
b) Purchaser shall bear the expense of localizing the text or content of the
software and documentation for any language other than English.
GENICOM QMS AMENDMENT
c) QMS acknowledges Purchaser's exclusive right to own all information,
including technical data, designs, know-how, drawings and software modifications
and/or enhancements related
to the QMS software and product documentation developed at the request of
Purchaser under this Agreement in connection with the Products sold hereunder.
QMS will have no ownership interests or other rights in this software.
12. DIGITAL LABELING OF PRINTER ONLY PRODUCTS, CONSUMABLES, ACCESSORIES AND
SPARE PARTS.
a) Printer Only Products. QMS shall provide master documents and informational
material to Purchaser relating to the Products. Purchaser shall be
responsible for providing final, proof-ready documentation for QMS to
reproduce. QMS is responsible for all documentation and labeling cost for
printers (as outlined in the product specification). Any additional
documentation or materials that are to be included in the shipset shall be
furnished by Purchaser at Purchaser's expense.
Consumables, Accessories and Spare Parts. Purchaser shall be responsible for
customization of all consumables, accessories and spare parts related to
print systems included in this contract.
13. TECHNICAL SUPPORT. QMS shall provide Purchaser the level of technical
support specified at Exhibit C.
14. PART NUMBERS. QMS shall provide only the printers with DEC-specific part
numbers.
15. MAINTENANCE RELEASES AND SOFTWARE UPDATES. QMS shall provide maintenance
release and software updates which are normally provided at no cost to customers
if no customization is required. Purchaser shall, however, pay QMS for NRE
costs associated with any customized release or update ordered by it at a
mutually agreed upon amount.
14. WARRANTY. QMS' warranty of the Product is that on a three (3) month
rolling average from installation shall not be less than ninety-eight percent
(98%) defect free. The warranty on the Product is return to factory as
specified by QMS. Product properly returned to QMS during the warranty period
will be repaired, or at QMS' option, replaced at no cost to Purchaser. The
Product warranty does not extend to altered units of the Product, or to units of
the Product which fail or are damaged after delivery thereof to the Purchaser or
its customer due to shipment, handling, storage, operation, use, or maintenance
in a manner or environment not conforming to any published instructions or
specifications of QMS. THE WARRANTY SET FORTH HEREIN AND THE OBLIGATIONS AND
LIABILITIES HEREUNDER ARE IN LIEU OF, AND PURCHASER HEREBY WAIVES, ALL IMPLIED
GUARANTEES AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Prior to returning any
Product, Purchaser will obtain RMA numbers from QMS and reference the serial
number of the unit involved for all warranty claims including sub-assemblies, if
appropriate. Purchaser is responsible for the cost of shipping returned
Products to QMS. Purchaser is responsible for the costs of shipping returned
products to QMS until acceptance by QMS of Purchaser's compliance with QMS' RMA
guidelines. Once such returned products are accepted by QMS, QMS will credit
Purchaser for its shipping costs to QMS. Spares for warranty purposes for the
QMS(R) 4060 is sixty (60) days and for the QMS 2060 and magicolor (R) II is
sixty (60) days. QMS shall also provide a one (1) year warranty for spares at
one percent (1%) of the sales price paid by Purchaser to Seller.
17. NEW MODELS. In the event QMS, at any time during the term of this
Agreement, shall develop a new model of the Products being purchased hereunder
which could compliment or expand the marketability or utility of the type of
units being purchased hereunder, or which could render the units being purchased
hereunder obsolete or have a material adverse affect on their acceptance in the
marketplace, Purchaser may, at its option, require QMS to deliver such new units
instead of, or in
combination with, the units being purchased hereunder, however, only under the
terms and conditions of this Agreement, except as modified herein below:
(a) Base prices for the new units shall be established by QMS, which shall
be deemed a supplement to Exhibit A and which shall be determined in
accordance with the most favored customer status afforded Purchaser
under substantially similar terms and conditions.
(b) Base prices for said new units will be subject to the quantity discount
schedule applicable for the present units being purchased pursuant to
Exhibit A with full credit being given thereon for quantities of any and
all units of any type previously and/or hereafter purchased under this
Agreement.
18. TERMINATION.
(a) This Agreement may be terminated: (i) immediately if, after written notice
alleging with specificity a breach of the Agreement has occurred and the
breach is not corrected within thirty (30) day, or; (ii) Immediately by
either party, without prior notice to the other party, in the event any
bankruptcy, reorganization or insolvency proceeding governed by any state
or federal law is initiated against the other party and not dismissed
within thirty (30) days.
(b) The termination of this Agreement shall not release the Purchaser from the
obligation to pay all sums which may be owing to QMS whether then or
thereafter due, or operate to discharge any liability which has been
incurred by Purchaser or by QMS prior to any such termination.
(c) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF
THE TERMINATION OF THIS AGREEMENT OR OTHERWISE.
19. CONFIDENTIALITY. Purchaser shall not disclose and shall use it best
efforts to prohibit the disclosure to any third party, other than its attorneys,
accountants and advisors on a confidential basis, of any confidential or
proprietary information of QMS unless disclosure is expressly agreed to in
writing by QMS. This obligation shall survive termination of this Agreement for
a period of three (3) years.
20. TRADEMARKS. Purchaser shall not have or acquire any right, title or
interest in the trademarks, trade names or service marks that are now owned or
hereafter acquired by QMS, either used alone or in conjunction with other words
or names, or in the goodwill thereof, and Purchaser shall not use any such xxxx
or name without the express written consent of QMS. Upon termination or
expiration of this Agreement, Purchaser shall immediately return to QMS all
advertising literature containing QMS' trademarks, trade names or service marks.
21. INDEMNIFICATION. QMS agrees, at its expense, to defend and indemnify
Purchaser in any suit, claim or proceeding brought against Purchaser alleging
that any Products sold pursuant to this Agreement directly infringe any United
States or foreign patent, provided QMS is promptly notified by Purchaser in
writing of any such suit, claim or proceeding. QMS agrees to pay any damages
and costs awarded against Purchaser by court of competent jurisdiction or by an
arbitrator if the arbitration is conducted in accordance with the rules of the
American Arbitration Association. In the event any Product or part there of is
held to constitute infringement and its use enjoined, QMS shall at its own
expense either procure for Purchaser or subsequent purchaser the right to
continue using said Product, or part, or modify it so that it becomes non-
infringing, or refund the purchase price.
22. RELATIONSHIP BETWEEN PARTIES. The relationship between QMS and Purchaser is
that of independent contractors. This Agreement does not establish a joint
venture, agency or partnership between the parties, nor does it create an
employee-employer relationship.
23. FORCE MAJEURE. QMS shall not be liable for its failure to perform,
including any delays in performing, any of its obligations herein when such
failure or delay results from Purchaser's inability, failure or delay in
performance, nor shall QMS be liable for any delays or failures to perform
caused by an act of God; war; riot; fire; explosion; accident; flood; sabotage;
inability to obtain fuel or power; governmental laws, regulations or orders;
inability of QMS' subcontractors to perform; labor troubles such as strikes,
lockouts or injunctions (whether or not such labor event is beyond the
reasonable control of QMS). Agreed-upon delivery schedules shall be considered
extended by a period of time proportional to the time lost because of any delay
excusable under this Paragraph, except that QMS shall use its best efforts to
minimize such delays.
24. AMERICAN ARBITRATION ASSOCIATION. Any controversy or claim arising out
of or related to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Arbitration proceedings shall take place in Charlotte, North
Carolina.
25. CONTROLLING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of North Carolina.
26. ENTIRE AGREEMENT. Upon its execution, this Agreement and the accompanying
Exhibits set forth the entire agreement and understanding of the parties as to
the subject matter hereof. The provisions of this Agreement shall apply to all
purchase orders placed by Purchaser, notwithstanding the presence of different
or additional provisions on the purchase order form, or any form, submitted by
Purchaser.
27. ASSIGNMENT. Purchaser shall not assign this Agreement or any right
granted hereunder to any individual or entity other than any of its wholly owned
subsidiaries without the prior written consent of QMS, such consent not to be
unreasonably withheld.
28. NOTICES. All notices required or given in connection with this Agreement
shall be in writing and shall be delivered by hand or by certified mail, return
receipt requested, to the other party as follows:
GENICOM CORPORATION: QMS, INC.:
GENICOM LEGAL DEPT. QMS, Inc.
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14800 CONFERENCE CENTER DR. ATTN: Vice President, U.S. Sales
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SUITE 400 One Magnum Pass
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XXXXXXXXX, XX 00000 Xxxxxx, Xxxxxxx 00000
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* COPY TO: QMS, Inc. Legal Dept.
29. EXPORT CONTROLS. Purchaser acknowledges that the laws and regulations of
the United States restrict the export and re-export of commodities and technical
data of United States origin, including the Products, software and
documentation. Purchaser agrees that it will not export or re-export any of the
Products, software or documentation, or any portion thereof, in any form without
the appropriate United States and foreign government licenses. Purchaser agrees
that its obligations pursuant to this Article shall survive and continue after
any termination or expiration of rights under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as
of the date and year first above written.
GENICOM CORPORATION QMS, INC.
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Signature Signature
XXXXXX X. XXXXX XXXXXXX X. XXXXX
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Name (print) Name (print)
VP & GM, DOCUMENT SOLUTIONS COMPANY CHIEF OPERATING OFFICER
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Title (print) Title (print)
10/7/97 10/3/97
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Date Date
EXHIBITS A and B
EXHIBITS A and B include the proprietary prices and specifications of the
product being developed by QMS, Inc. for Genicom Corporation
EXHIBIT C
TECHNICAL SUPPORT
1. GENERAL
Purchaser agrees to provide first and second level support to end
users of the products defined in this agreement. First level support, termed
Tier I, is defined as Purchaser customer interface with support representative
trained in the products operating characteristics regarding features,
functionality, and set up, etc. Second level support, termed Tier II, is
defined as representatives trained at a senior technical trouble shooting
level. In order to assist Purchaser in its support activities, QMS will
provide it's standard product training and technical training classes to
Purchaser's designated trainer, along with electronic copies of manuals and
text books so that the trainer will be able to train their service and support
staff.
Beyond this training and associated documentation, should Purchaser require
specialized knowledge not in its possession, or are otherwise in need of
assistance, and provided Purchaser has first exhausted Tier I and II
capabilities to resolve any questions or difficulties regarding the products,
QMS will provide reasonable field support in the form of telephone
consultation during its normal business hours, Monday through Friday.
QMS agrees to provide this support free of charge for a period
beginning with the first customer shipment and ending five (5) years after
Purchaser accepts final shipment of the product from QMS.
2. PROBLEM SOLVING
Problems related to installation, configuration, or operation of the
products noted by either Purchaser or its customers that can not be adequately
resolved with Purchaser' Tier II support personnel will be documented by
completing the attached reporting form and distributing the information to QMS
using the primary contact and the procedures defined herein. With each such
report, the following information will be provided:
(a) Purchaser Problem Tracking Number
(b) Problem Classification (see paragraph 3 below)
(c) Problem Description
(d) Product Model
(e) Software Version Number
(f) failing units Start Up and Advanced Status pages
(g) Any other test data, sample files, or print samples that may be
relevant
It shall be QMS' responsibility to log this information into a common
database. QMS will acknowledge receipt of the information package back to
Purchaser within three (3) working days (based on QMS' normal business
schedule at its Mobile, AL headquarters), and will communicate the target
resolution date within ten (10) working days from acknowledgment. Problem
reports shall remain active in the database until Purchaser returns
confirmation that a proposed problem resolution has been verified.
The hardware and software support contacts at QMS are as follows:
1) Xxx Xxxxx
QMS, Inc.
Xxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000, Extension 1489
FAX: (000) 000-0000
Email: xxxxxx@xx.xxx.xxx
2) Xxxx Xxxxxx
QMS, Inc.
Xxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000, Extension 1571
FAX: (000) 000-0000
Email: xxxxxxx@xx.xxx.xxx
The customer escalation support contact at QMS is:
1) Xxx Xxxxx
QMS, Inc.
Xxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000, Extension 1726
FAX: (000) 000-0000
Email: xxx@xx.xxx.xxx
3. PROBLEM CLASSIFICATIONS
QMS acknowledges the importance of timely responses to problems
reported by Purchaser. To facilitate the appropriate response times for
varying levels of severity, Purchaser shall stipulate the severity level it
has associated with each problem, using the following guidelines.
Severity Level 1: Show Stopper. The product or its control software
seriously impacts the production capability for which the
product is intended in an install base of at least 25
printers, no viable work around is available, and the
Purchaser has provided a test case that duplicates the
problem. Regardless of install base, problems related to
product safety or regulatory compliance are included in
this category.
Severity Level 2: Critical. The product or its control software seriously
impacts the production capability for which the product
is intended, no viable work around is available, and the
Purchaser has provided a test case that duplicates the
problem.
Severity Level 3: Major. The product or its control software impacts the
production capability for which the product is intended,
a work around is available, and the Purchaser has
provided a test case that duplicates the problem.
Severity Level 4: Minor. The product or its control software does not
impact the production capability for which the product is
intended, a work around is available, and the Purchaser
has provided a test case that duplicates the problem.
4. PROBLEM RESPONSE TIMES
QMS shall use its best commercial efforts to provide Purchaser with
a problem resolution within the guidelines defined below:
Severity Level 1: Best commercial efforts, including retention of third-
party assistance, if necessary, will be required without
interruptions to provide a satisfactory solution within
forty five (45) working days, or in the event that a
lower severity level problem is escalated to show stopper
status, 45 working days from the point of escalation.
Severity Level 2: Best commercial effort will be applied to provide a
satisfactory solution within ninety (90) working days, or
in the event that a lower severity level problem is
escalated to critical status, 90 working days from the
point of escalation.
Severity Level 3: Best commercial effort will be applied to provide a
satisfactory solution within the Purchasers maintenance
release, provided the report is logged at least 90 days
prior to the scheduled release date.
Severity Level 4: Best commercial efforts will be applied to incorporate a
solution into the product at some future release date.
5. PROBLEM RESOLUTIONS
For proposed changes that require a hardware modification, QMS and
Purchaser will exercise "good faith" agreement in the resolution of all
problems. Problem resolutions shall be delivered to Purchaser in accordance
with the QMS Change Control Procedures.
ADDENDUM TO QMS, INC.-GENICOM CORPORATION
STRATEGIC PARTNER AGREEMENT
This Addendum is made as of this 10th day of October, 1997, by and
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between QMS, Inc., a Delaware corporation having its principal place of business
at Xxx Xxxxxx Xxxx, Xxxxxx, Xxxxxxx 00000 and Genicom Corporation, a Delaware
corporation, having its principal place of business at 00000 Xxxxxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, to the Strategic Partner Agreement
(the "Agreement") executed by the parties as of the 7th day of October, 1997.
In consideration of good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties agree to amend the Agreement
pursuant to this Addendum as follows:
Exhibit A (Relating to the QMS 2060 Print System) is amended to
reflect new pricing for the two products listed below, as follows:
PART NUMBER DESCRIPTION GENICOM
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PRICE
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5250142-100 2060BX, 110 Volt $REDACT
5250142-200 2060BX, 220 Volt $REDACT
The remaining provisions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum in duplicate as
of the date and year first above written.
GENICOM CORPORATION QMS, INC.
By: _________________________ By: ________________________
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Vice President & General Manager, Chief Operating Officer
Document Solutions Company
