Exhibit 10.1
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST. REDACTED MATERIAL IS STARRED AND HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Quad - Kaijo
OEM & DISTRIBUTORSHIP AGREEMENT
Revision 8
December 2, 1997
INDEX
OEM & DISTRIBUTORSHIP AGREEMENT................................................1
ARTICLE 1. DEFINITIONS.........................................................2
ARTICLE 2. FORECAST, ORDER, PURCHASE REQUIREMENT...............................2
ARTICLE 3. PRICE, PAYMENT, CURRENCY EXCHANGE, ACCOUNTING.......................2
ARTICLE 4. SALES TERRITORIES, BRAND NAMES.....................................4
ARTICLE 5. SHIPPING TERMS, SHIPMENT DATE, RISK OF LOSS.........................6
ARTICLE 6. TERM, TERMINATION...................................................7
ARTICLE 7. CONFIDENTIAL INFORMATION............................................7
ARTICLE 8. MANUALS.............................................................9
ARTICLE 9. WARRANTY, DISCLAIMER OF WARRANTY....................................9
ARTICLE 10. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INDEMNITY...........11
ARTICLE 11. FORCE MAJEURE...................................................12
ARTICLE 12. INDEPENDENT CONTRACTORS...........................................12
ARTICLE 13. AMENDMENT.........................................................12
ARTICLE 14. GOVERNING LAW AND ARBITRATION.....................................13
ARTICLE 15. ASSIGNMENT........................................................13
ARTICLE 16. SEVERABILITY......................................................13
ARTICLE 17. NOTICES...........................................................13
ARTICLE 18. SUBJECT HEADINGS..................................................14
ARTICLE 19. WAIVER............................................................14
ARTICLE 20. ENTIRE AGREEMENT..................................................14
ARTICLE 21. ENGLISH VERSION...................................................15
ARTICLE 22. NO QUESTIONABLE PAYMENTS.........................................15
ARTICLE 23. SIGNATURES........................................................16
OEM & DISTRIBUTORSHIP AGREEMENT
This Agreement made and entered into as of this Second day of December
1997, by and between KAIJO CORPORATION, a Corporation of Japan, with
its Head Office at 3-1-5 Sakaecho, Hamura City, Tokyo, Japan 205,
(hereinafter referred to as KAIJO) and QUAD SYSTEMS CORPORATION, a
Delaware corporation with its principal office at 2405 Maryland Road,
Willow Grove, PA 19090, USA (hereinafter referred to as "QUAD").
WITNESSETH
WHEREAS, KAIJO is engaged in, among other things, the business of
developing, manufacturing and marketing wire bonders, ultra-sonic
cleaning systems and maritime and measuring equipment, and
WHEREAS, QUAD is engaged in , among other things, the business of
developing, manufacturing and marketing of automatic equipment serving
the electronic component surface mount and advanced packaging industry,
and
WHEREAS, KAIJO is desirous of marketing the QUAD model APS-1 and
possibly other similar QUAD Products in the sales territory set forth
in Article 4 herein, and WHEREAS, KAIJO is interested in exploring the
possibility of manufacturing the QUAD model APS-1 and possibly similar
other QUAD Products, and WHEREAS, QUAD is interested in accepting KAIJO
desire and establishing a mutually beneficial relationship with KAIJO,
NOW, THEREFORE, in consideration of the mutual premises, obligations
and covenants contained herein, the parties agree as set forth herein.
Article 1. Definitions
When used in this Agreement, the following terms, in addition to the other
terms defined herein shall have the following respective meanings:
1.1 "Product" shall mean the QUAD Model APS-1, specifications of which are
attached hereto as Appendix A.
1.2 "Effective Date" shall mean the date on which this Agreement is first
signed by both parties.
1.3 "Contract Year" shall mean the consecutive 12 month period from the
Effective Date and each succeeding consecutive 12 month period thereafter.
Article 2. Forecast, Order, Purchase Requirement
2.1 Within forty-five (45) days of the effective date of this Agreement, KAIJO
shall deliver to QUAD, its best effort forecast of the number of units of
the Product that KAIJO will sell in the first twelve (12) months after the
Effective Date.
2.2 Ninety (90) days after the delivery of the said forecast, and upon the
completion of every subsequent ninety (90) day period for the duration of
the Agreement, KAIJO shall deliver to QUAD, an updated forecast of sales
covering the then next 12 months.
2.3 KAIJO shall order the Product by written order, stating at least the
configuration, the quantity, what optional equipment is needed, a requested
shipping date, and any particular shipping instructions ("Purchase Order"
or "Order").
2.4 QUAD shall confirm acceptance or rejection of the Order in writing within
ten (10) business days of receiving the Purchase Order.
2.5 QUAD shall use its best efforts to manufacture, sell and deliver to KAIJO,
KAIJO's requirements for the Product.
Article 3. Price, Payment, Currency Exchange, Accounting
3.1 The price in U.S. Dollars of each Product unit, excluding optional
equipment , to KAIJO during the first Contract Year shall be as defined in
Appendix B. The APS-1 is the base machine which shall be configured into an
assembly system by selecting options and accessories from Appendix B. By no
later than one (1) month prior to the expiration of each Contract Year,
KAIJO and QUAD shall determine, by mutual agreement, the price to be
applicable for the Purchase Orders to be made during the following Contract
Year, which price may be substantially higher or substantially lower than
the price for the previous Contract Year.
3.2 Each APS-1 system shall be configured and ordered using QUAD part numbers
and application information provided in writing to KAIJO by QUAD. QUAD will
review all written requests for special tooling and/or custom modifications
upon receipt from KAIJO of a request for quotation which defines all
functional and acceptance characteristics of the special Product.
3.3 Unless other payment method is arranged by mutual agreement of the parties
hereto in writing for a particular shipment of the Product, KAIJO shall pay
the full invoice amount within 30 business days of shipment from Quad via
bank transfer to the following account and bank:
Account Name: Quad Systems Corporation
Account Number: 1416045733
Bank Name: Core States Bank, Philadelphia, PA
ABA Number: 031-000-011
3.3a Notwithstanding any other provision contained herein, QUAD may demand
adequate assurances from KAIJO in the event of any of the following events:
(i) KAIJO fails to pay the invoice amount within 30 business days of
shipment from QUAD; (ii) KAIJO fails to perform any covenant, agreement or
warranty contained herein; (iii) notification is made by news wire or other
news service organization that any member of the KAIJO Consolidated Entity
(as defined below) is unable to pay its debts or is experiencing financial
difficulties; (iv) a decree, judgment or order by any court shall have been
entered judging KAIJO, or any of its related entities which report for
financial purposes on a consolidated basis collectively with KAIJO (the
"KAIJO Consolidated Entity") bankrupt or insolvent, or a petition seeking
reorganization has been filed; (v) a rating downgrade of the unsecured debt
of any member of the KAIJO Consolidated Entity; (vi) if the Japanese Yen /
U.S. Dollar exchange rate changes by more than fifteen percent (15%) over a
period of thirty (30) days; (vii) the Japanese Government places or
announces any restrictions on currency exchanges or restrictions on money
transfers; or (viii) any other reasonable basis determined by QUAD in its
good faith judgment. Upon the occurrence of any of the events listed above,
QUAD may suspend performance under the Agreement, and if no adequate
assurances are provided by KAIJO within the time period established by
QUAD, QUAD may terminate the Agreement. QUAD may demand adequate assurances
in any manner reasonably acceptable to QUAD. QUAD will accept as adequate
assurance, payment of ninety-nine percent (99%) of the set price of each
purchase order, via Bank Transfer, upon demand. QUAD will grant a discount
to KAIJO of the remaining one percent (1%).
3.4 Prices will be set on the day of order acknowledgment from QUAD to KAIJO.
Prices shall be as described in Appendix B when the value of the Japanese
Yen is equal to or greater than 120 Yen per U.S. Dollar and equal to or
less than 130 Yen per U.S. Dollar. If the exchange rate at the time of
order acknowledgment is greater than 130 Yen per U.S. Dollar and less than
140 Yen per U.S. Dollar, the price will be as listed in Appendix B less
**********. Determination of the value of the Japanese Yen to the U.S.
Dollar will be based on the currency exchange rate as contained in the most
recent publication of the Wall Street Journal. QUAD will discount the set
price to KAIJO three (3) percent if KAIJO remits ninety-seven (97) percent
of the set price with the purchase order or upon receipt of the order
acknowledgment.
3.5 Notwithstanding any provision stipulated herein to the contrary, QUAD
agrees to review the prices listed in Appendix B upon written request of
KAIJO should the currency exchange rate differ from that described in
section 3.4 or a drastic change of price competition occurs.
Article 4. Sales Territories, Brand Names
4.1a During the term hereof, KAIJO shall have an exclusive right to distribute
and sell the Product under its own brand name or under the QUAD brand name
in Japan only. Such restriction shall also apply to KAIJO's affiliates.
4.1b Sales to Japanese or KAIJO wirebonder customers outside of Japan under the
KAIJO brand name are subject to prior written sale approval by QUAD.
Special arrangements may be required to ensure good relations with QUAD's
customers and distributors outside of Japan. KAIJO will supply QUAD with a
list of company names and locations which are to be considered KAIJO
customers within 45 days of signing the agreement. QUAD will review the
list and confirm the KAIJO customer status of each customer within 30 days
of receiving the list.
4.2 During the term hereof, QUAD shall have an exclusive right to distribute
and sell the Product under the QUAD brand name everywhere in the world
except in Japan.
4.3 QUAD agrees not to market sell or deliver, directly or indirectly, except
to KAIJO, the Product within the territory set forth in Article 4.1a above
or, to any person who QUAD knows or has reason to know will market, sell or
deliver, directly or indirectly, the Product within the said territory.
4.4 KAIJO may appoint any sub-agent, sub-distributor, or other person to
promote the sale of the Product in the territory set forth in this Article
4.1a and Article 4.1b to perform any of the obligations of KAIJO hereunder.
4.5 QUAD hereby licenses to KAIJO, on a non-exclusive basis, all licensed
Intellectual Property underlying the Product to the extent necessary to
use, market, sell, and distribute the same. As used herein, Intellectual
Property shall mean (i) all current and future U.S. and foreign patents and
patent applications that are owned, obtained, licensed, or sub-licensed by
QUAD or any affiliate, covering the Product, and any continuations
(including continuations-in-part), divisions, improvements, renewals,
re-issues, and extensions thereof, or used in connection therewith and (ii)
all existing not-patented secrets and information currently possessed by
QUAD and with respect to which QUAD has the right of disclosure and to
grant licenses, and all improvements made by QUAD during the term of this
Agreement, relating to the design, development, manufacture, sale, and
commercial use of the Product
Article 5. Shipping Terms, Shipment Date, Risk of Loss
5.1 The price of the Product shall be EX WORKS Willow Grove, Pennsylvania (as
defined in INCOTERMS 1990). In all cases, title, risk of loss and
responsibility for transportation and insurance shall pass from QUAD to
KAIJO at the time and place where the Product is picked up for shipment by
a common carrier from QUAD. Kaijo acknowledges and agrees that QUAD may, by
notice to KAIJO, amend the EX WORKS locations to include another QUAD
facility or other location under QUAD's control such as , but not limited
to QUAD's location at a trade show.
5.2 At KAIJO request and for the account and cost of KAIJO, QUAD will arrange
for transportation and insurance for the Product to KAIJO or to KAIJO
customers. In such cases, QUAD will determine the method of transportation
and the carrier unless KAIJO specifies a method of transportation and a
carrier no less than fifteen (15) days prior to the requested shipping
date. QUAD shall promptly deliver to KAIJO documents, if any, necessary for
KAIJO to obtain possession of such Product. KAIJO shall pay for all
transportation and insurance arrangements.
5.3 KAIJO, upon receipt of the Product from QUAD, shall have thirty (30 ) days
to inspect the same. If KAIJO believes that any Product is defective or
non-conforming, KAIJO shall send to QUAD, via facsimile and confirmed
overnight delivery service or certified mail, return receipt requested,
within thirty (30) days of discovering the defect, a notice of rejection.
QUAD will replace Product that QUAD believes, in good faith, is defective
or non-conforming. The acceptance of Product hereunder shall not limit in
any manner the KAIJO rights or the QUAD obligations under Article 9 of this
Agreement.
Article 6. Term, Termination
6.1 Subject to Article 6.2 below, the initial term of this Agreement shall
begin on the date of execution hereof, and this Agreement shall remain in
effect for one year from the Effective Date (the "Initial Term") and shall
thereafter be renewed automatically for successive terms of one (1) year
(each a "Renewal Term"), unless notice of termination is given by either
party at least sixty (60) days prior to expiration of the Initial Term or
Renewal term.
6.2 This Agreement may be terminated upon giving written notice of termination:
(a) by either party if the other party commits a breach of this Agreement.
(b) by the party whose performance is not affected by the Event of Force
Majeure (defined in Article 11. hereof) if the Event of Force Majeure
continues for more than sixty (60) days.
(c) by either party if filing a petition in bankruptcy or for
reorganization or similar relief by or against the other party is made
and remains un-stayed or un-dismissed for a period of sixty (60) days.
6.3 The termination of this Agreement hereunder shall be without prejudice to
the rights of either party to moneys due or to become due under this
Agreement.
Article 7. Confidential Information
7.1 Both KAIJO and QUAD recognize that during the term of this Agreement,
either party ("the disclosing party") may disclose certain information,
equipment or materials which the disclosing party considers confidential in
regards to the Product ("Confidential Information"). KAIJO and QUAD both
desire to protect and preserve the confidential and proprietary quality of
the Confidential Information disclosed by the disclosing party to the
other. All Confidential Information, whether that of KAIJO or of QUAD, must
where possible be marked "Confidential". "Confidential Information" shall
include:
(a) all equipment, hardware, software, technology, documentation and
information which the disclosing party considers confidential.
(b) all information disclosed by the disclosing party orally which the
disclosing party considers confidential.
(c) The Product and every part thereof.
But "Confidential Information" shall not include:
(a) information in the public domain.
(b) information published or disseminated by KAIJO or QUAD without
restriction to persons other than the parties to this Agreement.
(c) information that is disclosed with the prior written approval of the
disclosing party. 7.2 QUAD and KAIJO agree not to disclose
Confidential Information to any person other than to each other.
Neither QUAD nor KAIJO shall copy any part of the other's Confidential
Information. Both parties shall use all reasonable efforts to maintain
the confidentiality of the Confidential Information and to prevent the
disclosure of Confidential Information by its agents and employees,
and in every event, both parties shall use at least the degree of care
each uses in maintaining the confidentiality of its own trade secrets
and confidential information. 7.3 The parties acknowledge that
unauthorized disclosure, use or copying of Confidential Information
may cause irreparable harm and significant injury which may be
difficult to ascertain. The parties therefore agree that either party
may seek and obtain immediate injunctive relief for breach of this
Article 7. 7.4 Both parties shall retain in confidence and require its
customers to retain in confidence all Confidential Information of the
other party. 7.5 Both parties' obligations under this Article 7 shall
begin upon the execution of this Agreement and shall survive any
termination or expiration of this Agreement for a period of three (3)
years.
Article 8. Manuals
8.1 QUAD shall supply one set of QUAD's user's, operator's and service manuals
(in the English language) for the Product ("QUAD Manuals") with each
machine that it ships to KAIJO. KAIJO may purchase additional copies at
QUAD's current price schedule. KAIJO acknowledges QUAD's ownership of
copyrights in QUAD Manuals. QUAD grants KAIJO a non-exclusive right to
create derivative works from QUAD Manuals. Such derivative works to be
referred to herein as "QUAD Manuals" which shall be the property of QUAD.
The ownership of copyrights in such derivative works shall be subject to
the U.S. Copyright Law.
Article 9. Warranty, Disclaimer of Warranty
9.1 QUAD warrants and represents that (i) all Product will conform to QUAD's
specifications accepted by KAIJO and will be free from defect in
manufacture and workmanship at the time of shipment and (ii) all Product
sold to KAIJO will be produced and labeled in full compliance with all
applicable U.S. Federal, State and Local laws, regulations and ordinances
pertaining to its manufacture, production, labeling and exporting.
9.2 Subject to the terms and conditions set forth in this Article 9, QUAD will,
for fifteen (15) months from the relevant shipment date, supply the
necessary spare parts to repair any Product determined by KAIJO and
verified by QUAD, not to comply with Article 9.1.(i) on the shipment date,
without charge, provided that KAIJO notifies QUAD in writing of the defect
within fifteen (15) days of learning of the defect. Software updates,
including defect repairs and improvements, will be provided free of charge
during the warranty period. The Product or any component of the Product
determined by KAIJO and verified by QUAD to be non-compliant with Article
9.1.(ii) and KAIJO so informs QUAD, shall, if reasonably possible, be
brought into compliance by QUAD, and if not, QUAD and KAIJO agree to
negotiate a resolution. QUAD will ship the same or next day via express
delivery service, all machine down parts, regardless of the end user
location.
9.3 This warranty applies only to Product including Tooling and/or Product
modified by Quad as stated in Article 3.2 that, after the shipment date,
has not been damaged, altered, repaired or treated in any manner
whatsoever, whether negligently or not, by other than authorized
representatives of QUAD. Authorized representatives of QUAD are defined as
distributors and agents of QUAD permitted to be involved in the service
activity of QUAD products within the agreed territory. QUAD disclaims
liability for negligent acts or omissions by KAIJO, KAIJO customers or
other persons that affect the performance of the Product.
9.4 This warranty shall also apply to all Product which QUAD delivers to KAIJO,
including Product delivered to replace defective Product and Product that
has been repaired, but only for the original repair or replacement period
indicated in Article 9.2 above for the particular Product. Transfer of
title to any Product by KAIJO to any third person or to KAIJO customers
shall not extend the repair or replacement period for the particular
Product. For the repair or replacement period indicated in Article 9.2
above for the particular product QUAD agrees to dispatch an engineer or
qualified technician at the written request of KAIJO within 48 hours of
such request to perform warranty repairs on defective Product which repairs
exceed the skills of the support personnel normally assigned to service the
Product. KAIJO agrees to be responsible for travel and living expenses for
such person, unless the repair is required due to a design flaw or
manufacturing defect, in which case, QUAD would be responsible for all
expenses.
9.5 QUAD agrees to provide training on the Product for KAIJO technical support
staff and/or manufacturing personnel, at QUAD's USA location. KAIJO is
entitled to 8 weeks of free training for up to 6 individuals during each
Contract Year. KAIJO will provide 30 days written notice prior to each
requested training date.
9.6 QUAD HEREBY EXCLUDES ALL WARRANTIES NOT HEREIN STATED, WHETHER EXPRESS OR
IMPLIED BY OPERATION OF LAW, COURSE OF DEALING, TRADE USAGE,
REPRESENTATION, STATEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.7 FURTHERMORE, QUAD SHALL NOT BE LIABLE TO ANYONE FOR ANY INCIDENTAL OR
CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATED TO THE USE OF ANY PRODUCT. THE LIABILITY OF QUAD IS LIMITED TO
REPLACING OR REPAIRING, AT QUAD's SOLE OPTION, ANY DEFECTIVE PRODUCT
ACCORDING TO THE TERMS SET FORTH ABOVE.
Article 10. Infringement of Intellectual Property Rights, Indemnity
10.1 QUAD accepts liability and agrees to indemnify KAIJO with respect to, and
hold KAIJO, its officers, employees and agents harmless from and against,
any and all loss, damage, liability direct and indirect, costs and
expenses, including, without limitation, attorney's fees, whether or not a
law suit is commenced, which are caused by or arise out of any proceedings
or claims against KAIJO based on KAIJO's use or sale of the Product or the
specification provided by QUAD and used in the Product, for infringement or
alleged infringement of any patent, copyright, trade secret or any other
intellectual property of any third party with respect to KAIJO's use, sale
or distribution of the Product. QUAD's liability is subject to the
condition that KAIJO promptly notifies QUAD in writing within 10 days of
any such claim, gives QUAD full authority for the conduct of such defense
and aids QUAD's counsel by giving whatever time, information, expertise and
assistance as reasonably requested for such defense. Upon fulfillment by
KAIJO of such conditions, QUAD shall pay such damages and costs, if any,
finally awarded against KAIJO based on the Product when used for its
intended purposes, exclusive of any addition, modification, or alteration
not authorized in writing by QUAD.
10.2 The obligations of QUAD or KAIJO, as the case may be, under this Article
10. shall survive the termination or expiration of this Agreement for a
period of three (3) years.
Article 11. Force Majeure
11.1 Neither party shall be held responsible for any delay or failure of
performance other than the payment of money otherwise due and payable under
this Agreement due to any governmental action in either its sovereign or
contractual capacity, ordinance, restrictions or regulation, strike or
other labor trouble, insurrection or riot, freight embargoes, unusually
severe weather, fire damage or destruction in whole or in part of
merchandise or manufacturing plant, acts of God or of the public enemy, or
any other cause, contingency, or circumstance which is beyond the
reasonable control of the party (the "Events of Force Majeure").
Article 12. Independent Contractors
12.1 The relationship of QUAD and KAIJO established by this Agreement is of
independent contractors and not agents, and nothing in this Agreement shall
be construed: (a) to give either party the power to direct or control the
daily activities of the other party. (b) to constitute the parties as
partners, joint ventures, co-owners or otherwise as participants in a joint
undertaking, or (c) to allow either party to create or assume any
obligation on behalf of the other party for any purpose whatsoever.
Article 13. Amendment
13.1 This Agreement may be amended, altered or modified only by a written
instrument signed by the parties hereto.
Article 14. Governing Law and Arbitration
14.1 Problems arising from alleged violation of any condition of this Agreement,
if deemed to be violated by either party, and without prompt resolution and
agreement by the other party, shall be resolved by binding arbitration by
an independent arbitrator initially acceptable to both parties. The costs
associated with such arbitration shall be equally borne by both parties
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association or any successor thereto Arbitration to occur in the City of
San Francisco, California, U. S. A
14.2 This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania without regard to choice of laws
provisions.
Article 15. Assignment
15.1 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and neither
party shall assign this Agreement without the prior written consent of the
other party.
Article 16. Severability
16.1 Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement should be prohibited or invalid, in whole or in
part, under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
Article 17. Notices
17.1 Any notice, request, and other correspondence under and in connection with
this Agreement shall be in the English language, and be sent by registered
air mail or by international courier, telegraph, telex, or telefax (with
confirmation copy to follow by air mail) to the following address:
To KAIJO Kaijo Corporation
3 - 1 - 5 Sakaecho, Hamura-City
Tokyo, Japan 205
Telephone: +81-425-55-2244
Fax : +81-425-55-7176
To Quad: Quad Systems Corporation
2405 Maryland Road
Willow Grove, PA 19090 USA
Telephone: +1-215-657-6202
Fax : +1-215-657-4107
17.2 The notice, request, and other correspondence shall be deemed duly received
on the fifteenth (15th) day after posting if sent by mail or forty eight
(48) hours after transmission if sent by telegraph, telex, or telefax, and
by seventy two (72) hours if sent by international courier.
17.3 Any party hereto may at anytime change its address by notifying the other
party of such change in accordance with the procedures provided in Article
17.1 hereof.
Article 18. Subject Headings
18.1 The subject headings in this Agreement are included for the purpose of
convenience only and shall not affect the construction or interpretation of
any of its provisions.
Article 19. Waiver
19.1 No failure by either party to take action or assert any right hereunder
shall be deemed to be a waiver.
Article 20. Entire Agreement
20.1 This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and supersedes all prior
discussions between them.
Article 21. English Version
21.1 This Agreement, all notices delivered hereunder and all documents to be
delivered in connection with this Agreement shall be in the English
language, and in the event of any conflict between the English language
version and a version of any other language of this Agreement, such notices
or documents, the English language version shall prevail.
Article 22. No Questionable Payments
22.1 Each party warrants and represents that neither it, nor any of its
directors, officers, employees, or agents is an official agent or employee
of any government, governmental agency, or political party or a candidate
for any political office on the date of this Agreement. Each party shall
promptly notify the other party of the occurrence of any event that would
or may result in an exception to the foregoing representation. Neither
party shall, directly or indirectly, in the name of, on behalf of, or for
the benefit of the other party, offer, promise, or authorize to pay, or pay
any compensation, or give anything of value to any official, agent, or
employee of any governmental agency, or to any political party or officer,
employee, or agent thereof, or any candidate for political office. Each
party shall require each of its officers, directors, employees, and agents
to comply with the provisions of this Article Each party is familiar with
the requirements and prohibitions of the Foreign Corrupt Practices Act of
the United States ("FCPA") and hereby agrees to comply with such
requirements and does not desire and agrees not to request any action that
would require the other party to violate any provision of the FCPA.
Article 23. Signatures
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the date shown below.
Signature Signature
/s/ Yoshinari Nasu /s/ David W. Smith
----------------------------- -------------------------------
Name: Yoshinari Nasu Name: David W. Smith
Title: President Title: President and CEO
Kaijo Corporation Quad Systems Corporation
Date: December 2, 1997 Date: December 2, 1997
Quad - Kaijo OEM & DISTRIBUTORSHIP AGREEMENT
Appendix A
Quad APS-1 Four Page Brochure dated 7/97
Quad APS-1 Two Page Specification Flyer dated 10/97
Quad - Kaijo OEM & DISTRIBUTORSHIP AGREEMENT
Appendix B
1 99-55099 APS-1 Advanced Packaging System *****
Feeder Bases
QSOFT Windows/Real-time Operating System
Linear Servo Drive System
QuadVu 7+ or Vu11 (Downward Vision)
for Image Offset Correction and Bad
Image Reject (required option, select
one of the configurations listed
below).
QuadVu 8 or Vu10 (Upward Vision)
Component Alignment (required option,
select one of the configurations
listed below).
Dark Field Illuminator for BGA Alignment and Ball
Inspection
Integrated PC with VGA Display
Patented QuadAlign In-process Component Centering
Two Automatic Nozzle Changers
Patented Programmable / Universal Substrate
Transport System
Underside Substrate Support with and without
Vacuum-assist
High Precision P4 Pick and Place Module
Heated Die Option
RFT - Re-calibration Fiducial Target System for
high precision placement performance
Die Nozzle with Bellows Z Rod
Configurable Bond Force Range (50 to
1000 grams)
Die Size Range .020" x
.020" up to 1.0" x 1.0"
User Manuals
Please select one of the following required options:
1 10-25577 Vu7+ Downward Vision System and Vu8 ******
Upward Vision System
No charge, required option.
New machine configuration only -- not for sale as
field upgrade
1 10-25576 Vu7+ Downward Vision System and Vu10 High ******
Magnification Upward Vision System
No charge, required option.
New machine configuration only -- not for sale as field
upgrade.
1 10-25579 Vu11 High Magnification Downward Vision System ******
and Vu 10 High Magnification Upward Vision System
No charge, required option.
New machine configuration only -- not
for sale as field upgrade.
Please select one of the following required pick and place head options:
1 10-25404 High Precision Head, P4 Pick and Place Module ******
No charge, required option for new Machine
Configuration Only. For sale as a field upgrade for
*******.
1 10-27103 High Precision Head, P4 Pick and Place Module with ******
Heated Die Capability
Includes:
High Precision P4 Head with
integrated IR die Heater.
All Pneumatic and Electronic Components.
Temperature Controls.
Calibration Tool.
New machine configuration only - Not for sale as
field upgrade.
Note: Automatic nozzle changer cannot be used.
Please select one of the following required options:
Front Configurations
1 10-23672 Front, 3 x 16" Bolt Down Feeder Base ******
Includes:
3 x 16" bolt down feeder bases.
New Machine Configuration Only - not
for sale as field upgrade.
1 10-25573 Front, 2 x 16" Bolt Down Feeder Base and 1x 4" ******
Waffle Pack Presentation
Includes:
2 x 16" Bolt Down Feeder Bases
1 x 4" Waffle Pack Presentation with a
capacity of 4 waffle packs
New machine configuration only - not
for sale as field upgrade.
1 10-25574 Front, 2 x 16" Bolt Down Feeder Base and 1x 2" ******
Waffle Pack Presentation
Includes:
2 x 16" Bolt Down Feeder Bases
1 x 2" Waffle Pack Presentation with a
capacity of 14 waffle packs
New machine configuration only - not for sale as
field upgrade
1 10-23670 Front, 1 x 16 " Bolt Down Feeder Base and 1 x 28" ******
Detachable
Includes:
1 x 16" Bolt Down Feeder Base
1 x 28" detachable Feeder Base
New machine configurations only - not
for sale as field upgrades.
Please select one of the following required options:
Rear Configurations
1 10-23672 Rear, 3 x 16" Bolt Down Feeder Base *******
Includes:
3 x 16" bolt down feeder bases.
New Machine Configuration Only - not
for sale as field upgrade.
1 10-25573 Rear, 2 x 16" Bolt Down Feeder Base and 1x 4" Waffle *******
Pack Presentation
Includes:
2 x 16" Bolt Down Feeder Bases
1 x 4" Waffle Pack Presentation with a
capacity of 4 waffle packs
New machine configuration only - not
for sale as field upgrade.
1 10-25574 Rear, 2 x 16" Bolt Down Feeder Base and 1x 2" *******
Waffle Pack Presentation
Includes:
2 x 16" Bolt Down Feeder Bases
1 x 2" Waffle Pack Presentation with a
capacity of 14 waffle packs
New machine configuration only - not for sale as
field upgrade
1 10-23671 Rear 1 x 16" bolt down, 1 x 28" detachable *******
Includes:
1 x 16" bolt down Feeder Base
1 x 28" detachable Feeder Base
New machine configurations only--not
for sale as field upgrades.
1 10-25584 Rear 1x Wafer Presentation System *******
Includes:
1 Wafer Presentation System (capacity 2 per
machine)
3, 4", 5" or 8" Wafer Capable
1 or 2 different wafer types
Die Size Range - .020" to 1.0"
Aspect Ratio - up to 1:3
Programmable Chip Ejector and Wafer Stretch
Cognex vision system
Die Alignment
Detects and rejects bad dies: ink dot, test,
target, bare silcon and partial dies.
Includes one film frame kit, specify
industry standard film frame.
New machine configurations only--not
for sale as field upgrades.
Consult factory for leadtime
1 10-25568 Rear 1x Wafer Presentation System and 1x16" Bolt *******
Down Feeder Base
Includes:
1 x Wafer Presentation System (capacity 2 per
machine)
3, 4", 5" or 8" Wafer Capable
1 or 2 different wafer types
Die Size Range - .020" to 1.0"
AspectRatio - up to 1:3
Programmable Chip Ejector and Wafer Stretch
Cognex vision system
Die Alignment
Detects and rejects bad dies: ink dot, test,
target, bare silcon and partial dies.
Specify Industry Standard Film Frame,
includes one film frame kit..
1 x 16" Bolt Down Feeder Base
New machine configurations only--not
for sale as field upgrades.
Consult factory for leadtime
1 10-25569 Rear 2 x Wafer Presentation System *******
Includes:
2 x Wafer Presentation System
(capacity 2 per machine)
3, 4", 5" or 8" Wafer Capable
1 or 2 different wafer types
Die Size Range - .020" to 1.0"
Aspect Ratio - up to 1:3
Programmable Chip Ejector and Wafer Stretch
Cognex vision system
Die Alignment
Detects and rejects bad dies: ink dot, test,
target, bare silcon and partial dies.
Specify Industry Standard Film Frame,
includes one film frame kit.
New machine configurations only--not
for sale as field upgrades.
Consult factory for leadtime
1 10-23947 Rear 1 x 28" Bolt Down, 1 x Automatic Waffle Tray *******
Handler
Includes:
1 x 28" Bolt Down Feeder Base
1 x Automatic Matrix Tray Handler
1 x QSX-1 Matrix Tray Handler Adapter Kit
New machine configurations only--not
for sale as field upgrades.
1 10-24252 Rear 2 x Automatic Waffle Tray Handlers *******
Includes:
2 x Automatic Matrix Tray Handlers
2 x QSX-1 AMTH Adapter Kits
New machine configurations only--not
for sale as field upgrades.
Transport Options
1 10-25589 Input/Output Magazine Handler with Substrate Injector *******
and Ejector Includes:
Lead Frame and Boat Injectors
Magazine Size
Width - 2.0" to 4"
Height - 2.5" to 6.5"
Length - up to 14"
Magazine Capacity 4 x for 2" to
3" wide magazines 3 x for 3" to
4" wide magazines
Magazine Slot Pitch - Programmable .1"
resolution.
Leadframe dynamic alignment
1 10-27094 Custom Lead Frame Support Assy. *******
Includes:
All necessary tooling to process a lead frame.
1 10-27104 Custom Boat Support Assy. *******
Includes:
All necessary tooling to process a boat.
1 10-25585 Die Flipper Option of the Wafer Presentation System *******
Includes:
1 x Die flipper assembly
Must be used with the wafer presentation option.
Consult factory for leadtime
Wafer Presentation System Options
1 10-27315 2 " Waffle Pack Presentation Option for the Wafer *******
Presentation System
Includes:
Accomadates 12 x 2 inch waffle packs
Die Alignment
Detects and rejects bad dies: ink dot, test,
target, bare silcon and partial dies.
Maximum allowable rotation - +/- 15(Degree)
Must be used with the wafer
presentation option. Can also be used
with the die flipper option.
Consult factory for leadtime
1 10-27316 4 " Waffle Pack Presentation Option for the Wafer *******
Presentation System
Includes:
Accomadates 4 x 4 inch waffle packs
Die Alignment
Detects and rejects bad dies: ink dot, test,
target, bare silcon and partial dies.
Maximum allowable rotation - +/- 15(Degree)
Must be used with the wafer
presentation option. Can also be used
with the die flipper option.
Consult factory for leadtime
1 10-27154 Automatic Wafer Transfer System *******
Includes:
Wafer Elevator - Accommodates up to 25 wafers
Wafer Gripper and Pusher
Consult factory for leadtime
1 10-25586 Wafer Mapping Software *******
Includes:
Wafer Mapping Software
SECS I & SECS II Capability
ALPS software interface is available,
consult factory for more details.
1 10-25587 8" Wafer Frame Kit *******
Includes:
Conversion kit to 8" wafer film frame.
1 10-25588 6" Wafer Frame Kit *******
Includes:
Conversion kit to 6" wafer film frame.
Other Options
1 10-25091 Flux Pot *******
Includes:
1 x Flux Pot for Flip Chip,
mounts into the Feeder Base.
Adjustable adhesive thickness and
adjustable speed.