Agreement between Xxxxxx Xxxxxx Marketing Corporation and XXXXX.
This agreement is considered a legally binding agreement between Xxxxxx
Xxxxxx Marketing Corporation (CM) and XXXXX (D), based on the Letter of
Intent signed August 1st, 1997 between CM and D.
1. CM and D agree to enter into joint marketing of the XXXXX
Powerscreen product in the US market, where CM will market Powerscreen
through the "Prosumer" channel, included, but not limited to
professional installation and utilization of dealer base. D will
market through Audio/Visual channels, however, D reserves the right to
market in vertical markets, and as a Video Conference Provider.
2. Brand depiction shall include, but not be limited to, logos
containing Xxxxxx Xxxxxx by XXXXX and DLP. Actual placement and size
on product to be decided later.
3. Offical launch of new product and relationship is to take place
at the Atlanta CEDIA show scheduled for September 4th, 1997.
4. Delivery schedule : 2500 units to be supplied according to the
following schedule :
1997
October : 75 pcs.
November : 75 pcs.
December : 50 pcs.
1998
January: 100 pcs.
February: 100 pcs.
March : 150 pcs.
April: 150 pcs.
May : 175 pcs.
June: 175 pcs.
July: 150 pcs.
August: 150 pcs.
September: 300 pcs.
October: 350 pcs.
November: 350 pcs.
December: 150 pcs.
CM will keep XXXXX informed on a monthly basis with respect to
additional product needs. XXXXX to reply within 48 hours.
5. Product specifications are enclosed as Exhibit A. Detailed
technical specifications will be forwarded by September 30th.
6. The parties agree that the CM uniView(TM) product should be
integrated in the Powerscreen as soon as possible. A separate
agreement will be elaborated to cover this integration. Both parties
recognize that there are other business opportunities involving
uniView and Powerscreen that will be explored jointly.
7. Pricing currently is based upon purchase quantity of 200 units in
1997 and 2300 units in 1998. New product generations will be offered
to CM and may have lower pricing. Price is quoted EX WORKS.
8. Terms of Payment shall be prepayment for any specific tooling for
changes or modifications required to conform to CM and D final joint
specifications. As the product is complemented and ready for shipment,
D will advise CM of the cost of units ready for shipment, and CM will
prepay prior to shipment of these units.
9. Technical Support shall be in the form of technical and feature
oriented training and support. D currently has training personnel and
engineers in place to provide training and support to CM employees.
CM shall handle training and support for retailers and its own
employees, and will notify D of training schedules for D's optional
participation.
10. Sales force at CM is a fully structured sales department. CM
provides training for direct employees as well as retailers and sales
representatives. Sales representatives are required to sign a written
contract agreeing to support CM to their best capabilities. These
sales representatives are high end electronics focused, carry only a
few select brands, and are required to meet certain sales quotas set
forth for their specific territories. CM shall provide a formal
Outline of Sales Structure as time allows.
11. XXXXX will initiate a quality control format subject to CM
reviewing and commenting on this. D will supply quality control data
to CM upon request. XXXXX will undertake 100% qualtity control on all
functions and operations. When units are shipped, screens will be
protected by film. In accordance with the startup of production, CM
will be present at the production facilities, represented by the QC
manager. D will participate at CM's incoming inspection for the first
shipment. D is responsible for getting all required approvals (FCC, UL
etc.).
12. 12 months warranty on parts and workmanship.
13. D will make available a consignment stock of spare parts based on
D's recomendations. CM will report to D on a weekly basis with respect
to level of spare parts inventory, defective components, failures by
serial number. With respect to return of defective components, and
parts CM will follow D's RMA procedures.
14. CM will perform on-site service. CM will inform D of labor rates
for this service. For on site service performed under warranty, D will
reimburse CM according to reimbursement schedule to be defined and
approved by both.
15. Quarterly management meetings will be held between CM and D.
16. The parties are aware of the need to have literature and PR that
involve both parties approved by both.
17. This agreement shall act as initial purchase order for CM to D
with an official purchase order with number to follow.
18. Both parties agrees that additional expansion of business points
may be necessary. Any clarification or modificaiton will not change
the spirit of business issues herein addressed. Any dispute that
cannot be resolved by the parties will be submitted for arbitration by
the International Arbitration Association (International Chamber of
Commerce).
This agreement is issued in two copies, one for each party:
For XXXXX A.S. For Xxxxxx Xxxxxx Marketing Corporation
/s/ Xxx Xxxx /s/ Xxx Xxxxxx
Xxx Xxxx Xxxxxxx Xxxxxx
President/CEO Chairman & CEO.
Date : August 26, 1997
EXHIBIT "A"
FEATURES
Supplied Accessories:
Power Cord
EVC Cable male to EVC male
PC adapter (EVC to HDD15+more)
MAC adapter (EVC to DSUB15+more)
RS-232 RJ45-8 male to DSUB9 female mouse cable for PC adapter
RS-232 RJ45-8 male to miniDIN-8 male mouse cable for MAC adapter
DSUB9 female to DSUB9 female serial cable (mouse control for use
with BNC inputs)
Cable for Picture-In-Picture (PIP)
Cable to connect the internal PC to the DIN video port
MAC mouse driver diskette
Remote control
Batteries for remote control
TV Tuner:
Full-Range 47-860 MHz with Frequency
Synthesizer
BG/LL/I/DK Standard in Pal/Secam/NTSC
100-Program Memory
Comb filter for Bandwidth Improvement
Additional SCART for External Decoder
Nicam and AZ Stereo Audio Decoder
PIP Module:
One Picture-in-Picture, equipped with an additional TV Tuner
Frequency Synthesizer
100-Program Memory
Simultaneously displays two different TV Channels or TV and
Satellite Channel or TV/Satellite and one Peripheral in TV mode
Standards: PAL/SECAM/NTSC
OPTIONAL ACCESSORIES
PC Module:
Motherboard: PCI/ISA Bus
133 MHz Pentium
1.4 GB Hard Disk
CD-ROM/Disk Station
PC Inputs:
Parallel Port for Printer
Serial Port
Wireless Keyboard:
1.4 lbs., including batteries 4 x Type AA, R06 LR or UM
Reliable operation to 14 m (45 ft)
Number of keys: 79
TECHNICAL SPECIFICATIONS
Projection Screen Size: 60" diagonal
Optimized for Digital Technology
Audible Noise Level: Max. 40dB(A)
Audio: 2 x 15-watt RMS
2 x 30-watt Music
Bandwidth: 30Hz - 20KHz
Loudspeakers: 2 Mid-Range/Bass, 2 Tweeters
Brightness: 120-foot Xxxxxxx
Color: 24-bit, 16.7 million colors
Computer Compatibility: SVGA, Modes 56 Hz-75Hz; VGA PC, Macintosh,
Powerbook; and others
Contrast Ratio: 125:1 (ANSI Full On/Off)
100:1 (ANSI Checkerboard)
Inputs/Outputs:
Internal PC-7-Pin DIN
BNC/RGB for Component Video
EVC/Serial
Serial 9-pin sub.d
External Speakers
Headphones
Microphone
4 Stereo Audio In
Stereo Audio Out
SVHS Audio Input
Composite Video
S-Video
RGB/YUV
Satellite Decoder (SCART)
Satellite (F-plug)
TV-decoder
Standard Terrestrial TV Antenna Plug
Picture-In-Picture
"Surround Sound"
Keyboard/IR
Lamp Lifetime: Minimum 6000 hours
Power Consumption:
Audio Power: 330 xxxxx
Audio Maximum: 380 xxxxx
With Internal PC: 470 xxxxx
Power Supply: Built-In, Full-Range (110/220 VACrms, 50/60 Hz) Power
Supply
Resolution: 800 pixels x 600 pixels (SVGA)
Scan Frequencies:
Horizontal Frequency 15KHz - 50KHz
Vertical Frequency 50 Hz - 90 Hz
Measurements:
Total Height: 1.78m/70.1"
Total Width: 1.3m/51.1"
Screen Depth: 64.4 cm/25.3"
Screen Height: 1 m/39.3"
Base Height: 76.2 cm/30.0"
Base Depth: 45.5 cm/17.9"
Weight: 80kg/180 lbs
Satellite:
Full KU Reception Band in 200 Analog Channels
One LNB Output with 2 Ranges (9.750 GHz - 12.5 GHz)
One SCART for Decoder Use
Multisound Capability
Manufactured by:
XXXXX A/S X.X. Xxx 000
X-0000 Xxxxxxx, Xxxxxx
Tel. + 00 00 00 00 00 Fax. + 00 00 00 00 00
E-mail: xxxxxxxx@xxxxx.xx
Internet: xxx.xxxxx.xx
XXXXX(R)
DLP(TM)
A Texas Instruments Technology
XXXXX and XXXXX Powerscreen are registered trademarks of XXXXX A/S.
DLP and DMD are registered trademark of Texas Instruments.
All specifications subject to change without notice.
