perm filename DEST[1,VDS] blob
sn#093141 filedate 1974-03-14 generic text, type C, neo UTF8
COMMENT ā VALID 00002 PAGES
C REC PAGE DESCRIPTION
C00001 00001
C00002 00002 AGREEMENT BETWEEN DEST AND VICARM
C00009 ENDMK
Cā;
AGREEMENT BETWEEN DEST AND VICARM
This agreement between Dest and VICARM covers the
manufacture, by Dest Data Corp. of the arm known as the Stanford or
Scheinman arm, and any modified or derivative version of this arm.
Specifically excluded from this agreement is the arm known as the
M.I.T. arm.
Dest will manufacture, market, maintain and guarantee the arm
in accordance with standard Dest policy just as detailed in the
original agreement of August 2, 1973. For each arm manufactured,
Dest will guarantee to purchase the equivalent of $4000 or 40% of the
real or anticipated profits whichever is the greatest, worth of
consulting and engineering time from VICARM at a rate of $50 per hour
to be paid monthly, within 30 days of billing date, for actual time
used. Unused time will be paid for by Dest within 30 days of delivery
of each arm or system. This time will be used by VICARM, at the
same rate, for furthur research and development on this type arm.
Results of such work will be made available to Dest for incorporation
into future arms and systems. This agreement applies to all
individual arms and each arm when single or multiple arms are part of
a system. It also applies to all arms which are derivative from this
arm, either directly or indirectly, as result of knowledge gained
from the manufacture of the original arm.
To encourage reasonable pricing, the above consulting fee
schedule is based on a selling price of $18,500 or more per arm
(including the electronics package). For arms or complete systems
priced such that the per arm price (in the case of systems the price
to be determined by the system cost divided by the number of arms in
that system) is below this figure, the price difference will be
absorbed equally by Dest and VICARM up to a maximum of $6000.00
total. Thus, at a selling price of $12,500 or less per arm or system
share, Dest will be required to buy a minimum of $1000 consulting
services from VICARM.
To prevent Dest from restricting arm manufacture,arm orders
obtained by VICARM will be first presented to Dest for their
acceptance under the conditions above. If refused(evidenced by no
reply in more than 10 days), VICARM shall be free to manufacture that
particular arm or system themselves with no obligation to Dest.
In addition, Dest will agree to mention VICARM, Victor
Scheinman, and Stanford University in all their literature,
publicity, and communications promoting or describing the arm. This
mention will be in a context such that it will be clear to an
unacquainted individual what each party's contribution to the arm has
been. The size of print used to make these claims will be equal to
or greater than the average print size used elsewhere in the
associated text. All photographs or drawings of the arm either
individually or as part of any future system that Dest may develop,
which show the nameplate must also give credit to VICARM, on that
label.
This agreement will remain in effect until modified or
terminated by mutual consent of the officers of VICARM and Dest, or
for a period of 2 years, whichever comes first. In any event,
signing or termination of this agreement does not alter in any way
the terms and conditions of the agreement of August 2, 1973 between
Dest and VICARM, which is affirmed to be still in force.
Dest will agree to treat all details and drawings supplied by
VICARM as confidential and will not release, sell, or license these
drawings, or designs to anyone else without the written consent of
VICARM.
Specifically terminated by this agreement is VICARM's
obligation to defend and imdemnify Dest for any suits or settlements
arising out of patent infringements or conflicts resulting from the
information supplied by VICARM, or obtained by VICARM and suggested
to Dest for their use. Also terminated is the agreement that VICARM
is to supply the electronics package in the event one is ordered.
Dest will provide the electronics on all future arms, should it be
ordered.