Addendum to Master Development Agreement between T/R Systems Inc. and Minolta Co., Ltd.

Contract Categories: Business Operations › Development Agreements
Summary

T/R Systems Inc. and Minolta Co., Ltd. entered into this addendum to their Master Development Agreement, effective April 10, 2000. The addendum outlines the development of technology to allow Minolta's products to connect with the MicroPress commercial printing system. It specifies the project scope, deliverables, schedule, payment terms, and confidentiality obligations. Minolta will pay T/R a development fee according to a set schedule, and both parties agree to protect confidential information related to the project. The addendum remains in effect until final acceptance of the project deliverables.

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EX-10.22.1 6 g68589ex10-22_1.txt ADDENDUM TO MASTER DEVELOPMENT AGREEMENT 1 EXHIBIT 10.22.1 MINOLTA AND T/R DEVELOPMENT AGREEMENT ADDENDUM This ADDENDUM is entered into as of April 10th, 2000 (hereinafter " Effective Date ") by and between T/R and MINOLTA, pursuant to the provisions of the MASTER DEVELOPMENT AGREEMENT between those parties dated April 10, 2000 (hereinafter "MDA"). This ADDENDUM shall be effective as of Effective Date and shall continue in full force and effect until FINAL ACCEPTANCE. The terms and conditions of the MDA shall apply to all work performed under this ADDENDUM and the capitalized terms used in this ADDENDUM shall have the meaning set forth in the MDA. This ADDENDUM consists of the following attachments: Exhibit A - Scope of PROJECT Exhibit B - PRODUCT SPECIFICATIONS Exhibit C - DELIVERABLES Exhibit D - PROJECT SCHEDULE Exhibit E - Payment and Payment Schedule Exhibit F - Specification of MINOLTA's products Exhibit G - Miscellaneous IN WITNESS WHEREOF, the parties have executed this ADDENDUM by their authorized representatives as of the Effective Date. T/R SYSTEMS INC. MINOLTA CO., LTD. /s/ Michael E. Kohlsdorf /s/ Yoshisuke Takekida - ----------------------------- --------------------------------- (signed) (signed) Michael E. Kohlsdorf Yoshisuke Takekida - ----------------------------- --------------------------------- (printed name) (printed name) General Manager President and CEO Systems Development Center - ----------------------------- --------------------------------- (title) (title) Jan. 31, 2001 Jan. 29, 2001 - ----------------------------- --------------------------------- (date) (date) * Confidential information has been omitted and filed separately with the Commission. 2 EXHIBIT A Scope of PROJECT T/R shall undertake and fulfill the development of [ * ], so as to permit MINOLTA's products identified in Exhibit F to connect to and be controlled by the MicroPress commercial printing system in according with the PRODUCT SPECIFICATION attached hereto as Exhibit B (hereinafter "PRODUCT"), and to the PROJECT SCHEDULE attached hereto as Exhibit D (hereinafter "DEVELOPMENT"). * Confidential information has been omitted and filed separately with the Commission. 3 Exhibit B PRODUCT SPECIFICATIONS SPECIFICATION OVER VIEW [ * ] * Confidential information has been omitted and filed separately with the Commission. 4 Exhibit C DELIVERABLES
------------------------- --------------------- ----------------- ------------------------ T/R DELIVERABLES Item Exclusive or Non- Description Exclusive ------------------------- --------------------- ----------------- ------------------------ [ * ] [ * ] Exclusive [ * ] Print Drivers for Communication Hardware Mac and Windows Operating Systems ------------------------- --------------------- ----------------- ------------------------ Technology and Software [ * ] Enable Exclusive Enables Support for Packages Software [ * ] ------------------------- --------------------- ----------------- ------------------------ [ * ] PPDs for Exclusive [ * ] Print Drivers for Printer Drivers Mac and Windows Operating Systems ------------------------- --------------------- ----------------- ------------------------ MicroPress Cluster Server Computer Non-Exclusive Intel PC Architecture Server System ------------------------- --------------------- ----------------- ------------------------ Server Software Host Adapter Non-Exclusive Network Interface Card [ * ] dedicated functions 10Base/100Base TX ------------------------- --------------------- ----------------- ------------------------ Ethernet Cable Non-Exclusive Ethernet Cable to connect Host Adapter to [ * ] ------------------------- --------------------- ----------------- ------------------------ Technology and Software Base Software Non-Exclusive RIP,PSM,[ * ] Packages Enable([ * ] Enable is Exclusive, seeX2) ------------------------- --------------------- ----------------- ------------------------ Optional Software Non-Exclusive All Other Release Software Modules ------------------------- --------------------- ----------------- ------------------------
* Confidential information has been omitted and filed separately with the Commission. 5
----------------------- -------------------------------------------- MINOLTA DELIVERABLES Description ----------------------- -------------------------------------------- [ * ] Copier [ * ] set of [ * ] Copier [ * ] Copier, Finishers, Large Capacity Tray ----------------------- -------------------------------------------- Reference Controller [ * ] Controller ----------------------- -------------------------------------------- Specifications Video Interface Specification Product Specification Functional Specification Inspection Specification ----------------------- --------------------------------------------
* Confidential information has been omitted and filed separately with the Commission. 6 Exhibit D PROJECT SCHEDULE T/R shall deliver MINOLTA the following T/R DELIVERABLES in accordance with the following schedule. Alpha Version of PRODUCT [ * ] Beta Version of PRODUCT [ * ] Final Candidate Version of PRODUCT [ * ] Golden Master of PRODUCT [ * ] The schedule is subject to change based on a change in the scope of the project and/or deliverables. T/R and MINOLTA shall mutually agree to any changes in the schedule. * Confidential information has been omitted and filed separately with the Commission. 7 Exhibit E Payment and Payment Schedule 1. MINOLTA shall pay [ * ] to T/R as entire development fee ("DEVELOPMENT fee") for the PROJECT and deliver to T/R the devices specified in Exhibit C. 2. DEVELOPMENT fee shall be paid in accordance with the following schedule.
- ------------ ------------- ---------------------------------------------- PAYMENT AMOUNT TIMING - ------------ ------------- ---------------------------------------------- Payment #1 $[ * ] Within [ * ] days after the last signature of this Addendum - ------------ ------------- ---------------------------------------------- Payment #2 $[ * ] Within [ * ] days after the FINAL ACCEPTANCE - ------------ ------------- ----------------------------------------------
* Confidential information has been omitted and filed separately with the Commission. 8 Exhibit F Specification of MINOLTA's products [ * ] * Confidential information has been omitted and filed separately with the Commission. 9 Exhibit G Miscellaneous 1. The information for the PROJECT disclosed by T/R and MINOLTA to the other party from April 10th, 2000 to Effective Date shall be treated under Paragraph 14 of the MDA. 2. Notwithstanding Paragraph 1 hereof, the information for the PROJECT disclosed by MINOLTA to T/R with a notice which is clearly marked "[ * ] Confidential Information" (hereinafter "[ * ] Confidential Information") shall be treated as follows: 1) T/R shall keep confidential and not make disclosure (including the filing of patent applications) of [ * ] Confidential Information to any third party. 2) T/R shall limit access to [ * ] Confidential Information only to T/R's employees who have a need to know it for the purpose provided Paragraph 3) herein. T/R shall take strict precautions to prevent any disclosure of [ * ] Confidential Information by such employees to any third party or to any other employees. 3) T/R shall use all or partial [ * ] Confidential Information for the PROJECT and the manufacture of PRODUCT and not use it for any other purpose without MINOLTA's prior written consent. 4) T/R shall not reproduce or redistribute [ * ] Confidential Information without MINOLTA's prior written consent. As to [ * ] Confidential Information disclosed electronically, T/R may print out only one copy of such information. 5) T/R shall promptly destroy or erase all or partial [ * ] Confidential Information including all copies thereof if permitted under Paragraph 4) upon the MINOLTA's request. If MINOLTA requests that T/R return all or partial [ * ] Confidential Information to MINOLTA, T/R shall promptly comply with such request. 6) T/R shall keep [ * ] Confidential Information separately from any other documents for the implementation of T/R's obligation hereof and appoint a responsible person who shall manage [ * ] Confidential Information. 7) T/R's obligation regarding [ * ] Confidential Information hereof shall remain effective until August 3, 2003. * Confidential information has been omitted and filed separately with the Commission.