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. have entered into an addendum to their existing Master Development Agreement, effective November 20, 2000. This addendum outlines the development of technology to allow Minolta's products to connect to and be controlled by the MicroPress commercial printing system. It specifies the project scope, deliverables, schedule, and payment terms. The agreement remains in effect until final acceptance of the project, and all terms from the original agreement continue to apply.

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EX-10.22.3 8 g68589ex10-22_3.txt ADDENDUM TO MASTER DEVELOPMENT AGREEMENT 1 EXHIBIT 10.22.3 MINOLTA and T/R DEVELOPMENT AGREEMENT ADDENDUM This ADDENDUM is entered into as of November 20, 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 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 Communication Hardware for Mac and Windows Operating Systems Technology and Software [ * ] Exclusive Enables Support for Packages Enable Software [ * ] [ * ] 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 Video I/F Card [ * ] dedicated functions Video I/F Cable Non-Exclusive Video I/F Cable to connect Host Adapter to [ * ] Technology and Software Base Software Non-Exclusive RIP, PSM, [ * ] Enable Packages ([ * ] Enable is Exclusive,seeX2) Optional Software Non-Exclusive All Other Release Software Modules
MINOLTA DELIVERABLES Description -------------------- ----------- [ * ]Copier [ * ] sets of [ * ]Copier [ * ] Copier, ADF, Sorter, 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. 5 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. 6 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. 7 Exhibit F Specification of MINOLTA's products [ * ] * Confidential information has been omitted and filed separately with the Commission.