AMENDMENT NO. 4 TO PURCHASE AGREEMENT SERVICES PHASE 4 # CW1882970 BETWEEN INTELCORPORATION AND IMPINJ, INC.
Exhibit 10.29
AMENDMENT NO. 4 TO
PURCHASE AGREEMENT — SERVICES PHASE 4 # CW1882970
BETWEEN
INTEL CORPORATION AND IMPINJ, INC.
For valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge Intel Corporation (“Intel”) and Impinj, Inc. (“Impinj”) hereby amend the above referenced Purchase Agreement — Services Phase 2 dated on or about December 23, 2009 # CW1882970 (the “Agreement”) as set forth hereafter.
| 1. | EFFECTIVE/EXPIRATION DATE |
The Effective Date of this amendment (Amendment”) shall be December 11th, 2012.
The new Expiration Date of the Agreement shall be December 31, 2013.
| 2. | DEFINITIONS |
Unless provided otherwise in this Amendment, each term appearing in this Amendment shall have the same meaning as given in the Agreement.
The term “Service(s)” shall be expanded to include the work to be performed as set forth in Addenda “E” and “F” including any deliverables set forth in Addendum D resulting from such Services.
| 3. | AMENDMENTS |
By executing this Amendment, Intel and Impinj are amending the Agreement to:
Include Addenda E & F (Hannegan1 *** Development & Services Support) of the Agreement which are attached hereto and incorporated herein by this reference.
| 4. | LEGAL EFFECT ON AGREEMENT |
As amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. In the event of a conflict between this Amendment and the Agreement, this Amendment shall take precedence.
| INTEL CORPORATION | IMPINJ, INC. | |||||||
| BY: | /s/ Shahrokh Shahidzadeh | BY: | /s/ Scott Medford | |||||
| NAME: | Shahrokh Shahidzadeh | NAME: | Scott Medford | |||||
| TITLE: | Sr Principal Technologist | TITLE: | Senior Vice President of Sales | |||||
| DATE: | 12/10/2012 | DATE: | April 25, 2013 | |||||
*** Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission.
ADDENDUM E
Hannegan1 *** Development Services
Statement of Work for Purchase Agreement — Services:
| 1. | Project Goal |
This project has one goal:
Provide OEM and ISV support for *** Hannegan *** products by *** to Intel and provide related development kits/support
| 2. | Services. Impinj will provide the following *** & Services support |
| A) | Device Driver and API support: |
***
***
***
Impinj may use a subcontractor to develop the *** identified above.
| B) | *** Development Kit and onsite training support: |
*** one full day worth of customer support (onsite support)
| 3. | Roles and Responsibilities |
The project team shall comprise personnel from Intel and Impinj.
Intel shall:
| • | Assign a project lead to provide project guidance and responses to Impinj’s questions and who has the authority to accept Impinj deliverables |
| • | To the extent Intel deems necessary or desirable, assign engineering resources on a full or part-time basis and provide the name of Intel’s engineering lead at SOW signing |
| • | Travel to Impinj facilities as necessary or desirable for engineering meetings and reviewing contract deliverables |
Impinj shall:
| • | Assign a project lead acceptable to Intel who shall have the authority to execute all deliverable commitments |
| • | Assign engineering resources on a full or part-time basis and provide the name of Impinj’s engineering lead at SOW signing |
| • | Travel to Intel or Intel customers’ facilities as necessary for engineering meetings and review of deliverables |
| 4. | Definitions: |
Acceptance Criteria: Objective acceptance criteria, agreed to in writing by both Intel and Impinj, for deliverables under this SOW.
| 5. | Project Scope and Intellectual Property |
Impinj will provide the deliverables under this Addendum “as is” and without warranty of any kind, and Impinj disclaims any implied warranties. Each party’s liability under this Addendum will be limited to the total amount of fees paid or payable by Intel as set forth in Section 7 below, and neither party will have any liability for incidental or consequential damages under this
*** Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission.
Addendum. Notwithstanding the foregoing, this Section regarding limitation of liability shall not apply to claims or damages arising from death or personal injury or tangible property damage, from any breaches of obligations of confidentiality, or payments to third parties under the indemnity with respect to hazardous materials.
The parties agree that all Project IP under this Addendum are *** (and not ***).
Notwithstanding anything contrary in Section 9.B.(1), The *** delivered shall be confidential information of Impinj and provided to Intel under a *** separately provided and agreed to.
| 6. | Project Management |
The project managers are:
| For Intel: | For Impinj: | |||
| Shahrokh Shahidzadeh | Todd Humes | |||
| Intel Corporation | Impinj, Inc. | |||
| MS JF1-41 | 701 North 34th Street | |||
| 2111 NE 25th Avenue | Suite 300 | |||
| Hillsboro, OR 97124 | Seattle, WA 98103 |
| 7. | Project Milestones, Deliverables and scheduled payment |
The project milestones shall be as defined below.
| Services | ||||||||||
| Milestone | Date | Deliverables | Acceptance Criteria | Payment Upon Milestone | ||||||
| 1 | *** | *** | *** | WHQL | *** | |||||
| 2 | *** | *** | *** | WHQL | *** | |||||
| 3 | *** | *** | *** | Delivery | *** | |||||
| 4 | *** | *** | *** | Customer Training Requirement Met (no additional travel exp paid by Intel) | *** | |||||
| * | To be agreed upon as condition to delivery. |
*** Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission.
ADDENDUM F
Hannegan1 *** OEM and ISV Support Services
Statement of Work for Purchase Agreement — Services:
| 1. | Project Goal |
This project has one goal:
Provide OEM and ISV support for *** Hannegan *** products by providing professional services directly to Intel-identified OEM’s and ISV’s.
| 2. | OEM and ISV support: Intel and/or its OEM/OEM/ISV partners (under the direction of the Intel) with professional services for its *** (“Services”). Upon request of Intel, Impinj will provide up to *** of such Services on a quarterly basis. Impinj can provide the following services as requested by Intel on a case-by-case basis: ***. Intel agrees that any/all Services provided are to be used only with the ***. |
Payment of the quarterly fee of *** for Services entitles Intel to require Impinj to perform *** of Services in such quarter. The quarterly fee is payable as detailed below. Intel will pay Impinj the *** quarterly fee even if it requested less than *** in a quarter and any unused hours at the end of a quarter shall not be creditable against future quarters.
| 3. | Term. The term of this Addendum shall commence on the date of contract signing and continue in full force and effect until four (4) quarters after Impinj begins providing the Services hereunder, unless earlier terminated. |
| 4. | The project team shall comprise personnel from Intel and Impinj. |
Intel shall:
| • | Assign a project lead to provide project guidance and responses to Impinj’s questions and who has the authority to accept Impinj deliverables |
| • | To the extent Intel deems necessary or desirable, assign engineering resources on a full or part-time basis and provide the name of Intel’s engineering lead at SOW signing |
| • | Travel to Impinj facilities as necessary or desirable for engineering meetings and reviewing contract deliverables |
Impinj shall:
| • | Assign a project lead acceptable to Intel who shall have the authority to execute all deliverable commitments |
| • | Assign engineering resources on a full or part-time basis and provide the name of Impinj’s engineering lead at SoW signing |
| • | Travel to Intel or Intel customers’ facilities as necessary for engineering meetings and review of deliverables |
| 5. | Definitions: |
Acceptance Criteria: Objective acceptance criteria, agreed to in writing by both Intel and Impinj, for deliverables under this Addendum.
Project Scope and Intellectual Property
Impinj will provide the deliverables under this Addendum “as is” and without warranty of any kind, and Impinj disclaims any implied warranties. Each party’s liability under this Addendum will be limited to the total amount of fees paid or payable by Intel as set forth below, and neither party will have any liability for incidental or consequential damages under this Addendum.
*** Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission.
Notwithstanding the foregoing, this Section regarding limitation of liability shall not apply to claims or damages arising from death or personal injury or tangible property damage, from any breaches of obligations of confidentiality, or payments to third parties under the indemnity with respect to hazardous materials.
The parties agree that all Project IP under this Addendum are *** (and not ***).
| 7. | Project Management |
The project managers are:
| For Intel: | For Impinj: | |||
| Shahrokh Shahidzadeh | Todd Humes | |||
| Intel Corporation | Impinj, Inc. | |||
| MS JF1-41 | 701 North 34th Street | |||
| 2111 NE 25th Avenue | Suite 300 | |||
| Hillsboro, OR 97124 | Seattle, WA 98103 |
| 8. | Project Milestones, Deliverables and scheduled payment |
The project milestones shall be as defined below.
| Services | ||||||||||
| Milestone | Date | Deliverables | Acceptance Criteria | Payment Upon | ||||||
| 1 | Contract Signing | 2012-12-13 | Contract signing | *** | ||||||
| 2 | *** | *** | *** | Performance of up to *** hours of quarterly support | *** | |||||
| 3 | *** | *** | *** | Performance of up to *** hours of quarterly support | *** | |||||
| 4 | *** | *** | *** | Performance of up to *** hours of quarterly support | *** | |||||
| 5 | *** | *** | *** | Performance of up to *** hours of quarterly support | *** | |||||
| * | Agreed hours in excess of *** are payable in arrears as detailed above and are in addition to the stated fee. |
*** Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission.
