This Agreement is effective May 5, 1995 ("Effective Date") by and between
Parlex Corporation
a Massachusetts corporation
145 Milk Street
Methuen, MA 01844 U.S.A. (hereinafter "Parlex")
and
AlliedSignal Laminate Systems, Inc.
a Delaware corporation
230 North Front Street
P.O. Box 1448
La Crosse, WI 54602-1448 (hereinafter "ASLS")
WHEREAS Parlex has issued and pending United States and foreign
patents, as identified in Schedule A hereto, and may apply for future
patents relating to multi-layer circuit board construction and fabrication
using double coated copper foil (hereinafter Licensed Patents).
WHEREAS ASLS desires to acquire certain license rights, as hereinafter
set forth, under the Licensed Patents, and Parlex is willing to grant such
rights on the terms set forth herein.
NOW THEREFORE in consideration of the premises and the mutual
obligations of the parties, the parties agree as follows:
1.0 DEFINITIONS
1.1 Unless otherwise specifically defined, ASLS shall mean
AlliedSignal Laminate Systems, Inc., its subsidiaries and affiliates,
including any partnership, corporation, trust, unincorporated association,
or other entity or association, which, directly or indirectly, is controlled
by AlliedSignal Laminate Systems, Inc. For purposes of the preceding
sentence, "control" shall mean the power to vote 50% or more of the voting
share, general partnership interests, or other voting interests of
AlliedSignal Laminate Systems, Inc.
1.2 Permitted Products shall mean flat, multi-layer printed circuit
boards which are note designed nor intended to be more than 15'. Bending in
excess of 15' for installation only shall be permitted. Flat products using
aluminum base plates for automotive applications are Excluded Products.
1.3 Excluded Products shall mean multi-layer printed circuit boards
which are designed or intended to be folded or bent more than 15'.
1.4 Cap Material shall mean a copper layer having a C stage adhesive
coating thereon over which a B stage adhesive coating is provided.
1.5 Net Sales shall mean the gross receipts of ASLS from the sale of
the Cap Material for use in Permitted Products, less those of the following
actually incurred by ASLS as an element of such sales: prepaid
transportation, insurance, custom duties, allowances for actual returned or
rejected products, sales, use and turnover taxes, and customary trade,
quantity and cash discounts.
2.0 LICENSE GRANT
2.1 Parlex hereby grants to ASLS, upon the terms as set forth herein,
* license to manufacture, use and sell Cap Material for the
fabrication of Permitted Products. This license is granted under the
License Patents, including without limitation improvements and any future
patents relating to Licensed Patents that may be necessary for the
manufacture, use and/or sale of Cap Material for the fabrication of
Permitted Products. This * license shall be subject to the rights
previously granted to Samsung by Parlex and any Parlex customer-dictated
requirements for another supplier of Cap Material.
_______________________
<F*> Confidential information has been omitted and filed separately with the
Commission.
2.2 ASLS shall sell the Cap Material for fabrication of Permitted
Products with the following label license notice which shall be
conspicuously provided on product packaging and literature in a manner
reasonably acceptable to the parties.
"This Cap Material is licensed by Parlex Corporation only
for use in fabricating flat multi-layer printed circuit boards
which are not designed nor intended to be bent more than 15' but
excluding flat products using aluminum base plates for
automotive applications. Bending in excess of 15' for
installation only shall be permitted. Purchaser should
contact Parlex Corporation if printed circuit boards are to be
fabricated with this Cap Material which would be bent more than
15' or for flat products using aluminum base plates for
automotive applications."
2.3 In the event that ASLS expends its flexible products business
through acquisition or other means, Parlex shall in good faith negotiate
with ASLS for license rights under the Licensed Patents for such business.
3.0 PURCHASE OF CAP MATERIAL
3.1 Parlex shall purchase all of its requirements for Cap Material
from ASLS under the terms and conditions of Schedule B hereto which may be
revised from time to time by agreement of the parties.
3.2 Parlex shall use its best efforts to promote ASLS as a supplier
of Cap Material for all products and applications. Parlex shall use ASLS
tradenames and trademarks for Cap Material in all Parlex publications, sales
and promotional materials, marketing literature, and press releases.
3.3 In the event that Samsung or another licensee of Parlex requires
a second source or alternative supplier of Cap Material for other than
Permitted Products, Parlex shall have the right to license such supplier
*.
3.4 In the event that a sublicensee of ASLS requires a second source
or alternative supplier of Cap Material for other than Excluded Products,
ASLS shall have the right to license such supplier at a royalty of at least
*.
3.5 In the event that a Parlex customer requires a supplier of Cap
Material other than ASLS, Parlex shall have the right to license such
supplier *.
3.6 In the event a licensee, sublicensee, or customer of either party
shall require a second source or alternative supplier of Cap material other
than ASLS, and an alternate supplier of Cap Material is license by either
party under this Agreement, that alternate supplier of Cap Material is
licensed by either party under this Agreement, that alternate supplier shall
supply Cap Material to customers licensed by Parlex but shall not supply Cap
Material to others nor license others to supply Cap Materials.
_______________________
<F*> Confidential information has been omitted and filed separately with the
Commission.
4.0 PAYMENT AND REPORTS
4.1 ASLS shall pay to Parlex a royalty of * of the Net Sales
of Cap Material sold by ASLS for use in Permitted Products. Unless
otherwise stipulated in a Purchase order, no royalties are payable on sales
of Cap Material by ASLS to Parlex.
4.2 On or before the thirtieth (30th) day after the end of each
fiscal quarter during the term of this Agreement, ASLS shall submit to
Parlex a written report setting forth for such quarter (a) the total Net
Sales of Cap Material solf be ASLS for use in Permitted Products; and (b) a
computation of the royalties due. Simultaneously with the delivery of each
such report, ASLS shall pay Parlex the amount of the royalties due Parlex in
accordance with such report.
4.3 On or before the thirtieth (30th) day after the end of each
fiscal quarter during the term of this Agreement, each party shall submit to
the other a written report setting forth for such quarter (a) the total Net
Sales of Cap material sold by each party pursuant to Sections 3.3, 3.4, and
3.5, and (b) a computation of the royalties due. Simultaneously with the
delivery of each such report, each party shall pay the other party the
amount of the royalties due in accordance with such report.
4.4 The parties shall maintain at their respective principal places
of business accurate records and books of account in respect of the sales of
Cap Material on which royalties are payable under this Agreement. The
parties agree to make such records available for the inspection of an
independent certified public accountant designated by one party and
acceptable to the other, for the purpose of verifying, at the expense of the
party requesting inspection, the accuracy of the amount of royalty payments
hereunder.
_______________________
<F*> Confidential information has been omitted and filed separately with the
Commission.
5.0 LITIGATION
5.1 ASLS shall promptly notify Parlex of any written claim which is
received regarding the scope or validity of Licensed Patents.
5.2 Parlex shall have the sole responsibility for enforcement of any
breach of the label license restrictions by customers of ASLS.
5.3 In the event that any third party infringes any Licensed Patent,
Parlex shall have the right at its own expense to bring an appropriate
action against such infringer to cause such infringement to cease or
negotiate appropriate settlement with such infringer. In the event Parlex
shall fail so to do, after notice by ASLS to Parlex, ASLS shall have the
right to discontinue payment of royalties hereunder until such time as
Parlex causes the infringement to cease.
5.4 In the event that any action is commenced by a third party which
alleges that a Licensed Patent is invalid, Parlex shall have the right, but
it shall not be obligated, to defend such action. If Parlex shall fail to
defend such action, ASLS shall have the right to terminate this Agreement
upon ten (10) days written notice to Parlex.
5.5 To the knowledge of Parlex, Parlex represents that manufacture,
use, and sale of Cap Material for fabrication of Permitted Products does not
infringe any patents issued before the date of this Agreement.
5.6 Parlex agrees to indemnify, defend and hold harmless ASLS against
any claims by Samsung that the Agreement or any activities contemplated
under the Agreement will violate or breach any provision of the license
agreement previously granted by Parlex to Samsung. Parlex agrees to
indemnify and hold harmless ASLS for damages or losses relating to claims of
infringement of any patents based on the sale of Cap Material for the
Fabrication of Permitted Products. Parlex's liability is limited to the
maximum of royalties and license fees paid to Parlex by ASLS during the term
of this Agreement.
6.0 CONFIDENTIALITY
6.1 The parties will exchange information under this Agreement which
is proprietary with the respective parties and which is considered to be
confidential ("Confidential Information"). Such exchange of information
;will be governed by the following terms and conditions.
Each party shall use the same degree of care as it uses with its
proprietary information of a like nature to hold Confidential Information in
strict confidence and shall not disclose the same to other without the prior
written consent of the disclosing party during the term of this Agreement
and for a period of five (5) years from the date this Agreement is
terminated. Each party may disclose Confidential Information to its
officers and employees who have a need to know and who have undertaken like
obligations of confidentiality.
Confidential Information shall not include any information which:
(a) was in the public domain prior to disclosure, or thereafter
comes into the public domain without any breach of any confidentiality
obligation, or
(b) was known by the receiving party prior to disclosure, as
shown by written records;
or
(c) was disclosed to the receiving party by a third party not in
violation of any obligations of confidentiality from or through the
disclosing party; or
(d) is independently developed by the receiving party.
Any combination of known information shall be within any of the
foregoing exclusions only if the combination as such is within such
exclusion.
6.2 Neither Parlex nor ASLS shall use the name of the other for
promotional or other purposes unless mutually agreed on.
6.3 Neither party shall disclose the terms of this Agreement without
the prior written consent of the other, however, either party may notify
others of the fact that this agreement is in effect.
7.0 DISPUTES
In the event of any dispute under this Agreement, such dispute will be
resolved by final and binding arbitration held in Boston, Massachusetts
under the Commercial Arbitration Rules of the American Arbitration
Association. The arbitration panel shall be composed of three (3)
arbitrators, one of whom shall be appointed by each party and the third of
whom shall be appointed b the two party-appointed arbitrators. The
arbitration decision shall be enforceable in any court having jurisdiction
over the applicable party or parties.
8.0 TERM AND TERMINATION
8.1 This Agreement shall remain in force and effect for an initial
term of three (3) years from the Effective Date and from year to year
thereafter, provided either party may terminate on not less than ninety (90)
days prior notice after the third anniversary of the Effective Date.
8.2 In the event either party files a petition in bankruptcy, is
adjudicated bankrupt, makes an assignment for the benefit of its creditors,
secures appointment of a receiver for its assets or property, or otherwise
becomes the subject of any bankruptcy, reorganization, insolvency or similar
proceedings, the other party shall have the right to terminate this
Agreement and all licenses and rights contained herein upon ten (10) days
notice thereof.
8.3 In the event of any substantial breach or default of this
Agreement by either party, the other party may terminate this Agreement by
notice of the breach or default, and this Agreement and all licenses and
rights contained herein shall terminate sixty (60) days after each notice
unless the breach or default shall have been cured within the sixty (60) day
notice period. Failure by ASLS to meet the quality specifications, or
delivery or pricing terms of the Supply Agreement, Schedule B, are a
substantial breach or default of this Agreement.
8.4 In the event that the Supply Agreement, Schedule B hereof is
terminated, either party may terminate this Agreement upon thirty (30) days
notice.
9.0 NOTICES
All notices under this Agreement shall be in writing and shall be sent
by electronic transmission (confirmed by courier or certified or registered
mail), to the receiving party at the respective addresses set forth below or
such other address as a party may specify by notice to the other.
If to Parlex:
Parlex Corporation
145 Milk Street
Methuen, MA 01844 U.S.A.
Attention: Peter J. Murphy
Executive Vice President
If to ASLS:
AlliedSignal Laminate Systems, Inc.
230 North Front Street
P.O. Box 1448
La Crosse, WI 54602-1448
Attention: Mark P. Bulriss
President
10.0 GENERAL PROVISIONS
10.1 This Agreement shall be construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts and applicable United
States federal law.
10.2 Nothing in this Agreement shall convey or imply any license or
right by either party other than as expressly set forth in this Agreement.
10.3 This Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter hereof,
supersedes any prior understandings or agreements, and may not be varied or
modified orally or other wise than by an instrument in writing duly executed
by all of the parties.
10.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10.5 Any headings in the sections of this Agreement are inserted for
Convenience only and shall not Constitute a part hereof for any purposes
whatsoever.
10.6 Parlex and ASLS shall be deemed at all times to be independent
contractors and nothing contained herein is intended nor shall be construed
for any purpose as creating the relation of employer and employee between
Parlex and ASLS or of designating either party as an agent of the other.
10.7 Parlex shall have no liability with respect to the manufacture
and sale of Cap Material by ASLS, and nothing in this Agreement shall be
construed to provide or imply any warranty by Parlex to ASLS or to customers
of ASLS.
10.8 ASLS shall have no liability to Parlex or its licensees with
respect to the manufacture and sale of any products by Parlex or its
licensees, and nothing in this Agreement shall be construed to provide or
imply any warranty by ASLS to Parlex or its Licensees and customers.
10.9 Parlex shall notify ASLS of the issuance of each patent
resulting from the pending patent applications of the Licenses Patents and
of the filing of any other patent applications related to Licensed Patents.
10.10 This Agreement shall not be assignable by either party without
the prior written permission of the other party.
10.11 This Agreement is intended to settle disagreement between the
parties regarding patent rights and to provide for development of markets
for Cap material and Parlex product incorporating such products.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the Effective Date.
PARLEX CORPORATION
By: _______________________________
Peter J. Murphy
Executive Vice President
ALLIEDSIGNAL LAMINATE SYSTEMS INC.
By: _______________________________
Mark P. Bulriss
President
Schedule A
Docket No. Title Inventors Issue Date Status
- ---------------------------------------------------------------------
PAR-108AX Multiple D.McKenney 08/297.792 Pending
United States Layer R. Cyr 8/30/1994
div of xx printed
Ref: circuit
boards and
method of
manufacture
PAR-108XX Multiple D.McKenney 08/110,437 Issued
United States layer R. Cyr 8/23/1993
REF: printed 5,362,534
Incorporates circuit 11/08/1994
PAR 109 boards and
method of
manufacture
PAR-108Xq999 Multiple D.McKenney PCT/US94/0 Pending
PCT layer R. Cyr 9495
REF: printed 8/23/1994
circuit
boards and
method of
manufacture
Schedule B
SUPPLY AGREEMENT
THIS AGREEMENT is effective May 5, 1995 ("Effective Date"), by and
between Parlex Corporation, a corporation organized under the laws of
Massachusetts, 145 Milk Street, Methuen, MA 01844 U.S.A. ("Buyer") and
AlliedSignal Laminate Systems, Inc., a corporation organized under the laws
of Delaware, 230 North Front Street, P.O. Box 1448, La Crosse, WI 54602-
1448 (Seller).
WHEREAS, Buyer desires to purchase all of its requirements for a
copper layer having a C stage adhesive coating thereon over which a B stage
adhesive coating is provided ("Cap Material") from Seller;
WHEREAS, Seller wishes to supply Buyer with its requirements for Cap
Material;
NOW THEREFORE, in consideration of the premises and mutual obligations
of the parties, the parties agree as follows:
1.0 Purchase of Cap Material
1.1 Subject to the terms and conditions set forth herein, *.
1.2 Buyer shall use its best efforts to promote Seller as a supplier
of Cap Material to its licensees other than Seller.
1.3 At Seller's option, Seller's sublicensees may supply a portion of
Buyer and its licensees' requirements for Cap Material.
_______________________
<F*> Confidential information has been omitted and filed separately with the
Commission.
2.0 Price
2.1 The Price for Cap Material for the first year of this Contract is
set forth on Exhibit A.
2.2 The prices identified in Exhibit A are based on Seller's
manufacturing cost and the cost of purchased materials, services
(electricity, water, etc), and labor as a January 1, 1995.
_______________________
<F*> Confidential information has been omitted and filed separately with the
Commission.
From time to time after the first anniversary of the Effective Date,
but no more frequently than once during any 12 month period, Buyer or Seller
may initiate negotiations to adjust prices to recognize changes in Seller's
costs. Seller will provide such data as may be reasonably requested by
Buyer to substantiate any proposed price adjustment.
2.3 Any proposed price adjustment must be submitted at least 45 days
prior to the requested effective date. Price adjustments due to increases
in manufacturing costs will be Seller's actual costs increases.
3.0 Quality
3.1 Cap Material shall meet the specifications attached hereto as
Exhibit B.
3.2 The parties may at any time mutually agree to change Exhibit B by
written amendment. In the event such change results in increases or
decreases in the cost of Seller's Cap Material, the parties will negotiate
an appropriate price adjustment.
4.0 Cap Material Notification
4.1 Seller shall sell the Cap Material with the following label
license notice which shall be conspicuously provided on Cap Material
Packaging and literature in a manner reasonably acceptable to the parties.
The notice language and placement may be changed only with the prior written
approval of the parties.
"This Cap Material is licensed by Parlex Corporation only for use in
fabricating flat multi-layer printed circuit boards which are not designed
nor intended to be bent more than 15', but excluding flat products using
aluminum base plates for automotive applications. Bending in excess of 15'
for installation only shall be permitted. Purchaser should contact Parlex
Corporation if printed circuit boards are to be fabricated with this Cap
Material which would be bent more than 15', or are for flat products using
aluminum base plates for automotive applications." Bending in excess of 15'
for installation only shall be permitted. Purchaser should contact Parlex
Corporation if printed circuit boards are to be fabricated with this Cap
Material which would be bent more than 15', or are for flat products using
aluminum base plates for automotive applications."
5.0 Duration
5.1 The term of this Agreement shall commerce on the Effective Date
and shall continue for a term of three (3) years and remain in effect for so
long as the License Agreement between the parties.
6.0 Disputes
6.1 In the event of any dispute under this Agreement, such dispute
will be resolved by final and binding arbitration held in Boston,
Massachusetts under the Commercial Arbitration Rules of the American
Arbitration Association. The arbitration panel shall be composed of three
(3) arbitrators, one of whom shall be appointed by each party and the third
of whom shall be appointed by the two party appointed arbitrators. The
arbitration decision shall be enforceable in any court having jurisdiction
over the applicable party or parties.
7.0 Miscellaneous
7.1 All notices hereunder shall be in writing and either delivered or
mailed by first-class mail, postage pre-paid, or sent by telecommunications
equipment (including, without limitation, the use of a telecopier or word
processing equipment) addressed to:
Parlex Corporation
145 Milk Street
Methuen, MA 01844
AlliedSignal Laminate Systems Inc.
230 North Front Street
La Crosse, WI 54602-1448
Attn: President
or at such other address or addresses as Buyer shall have furnished in
writing to Seller.
7.2 The General Terms and Conditions of this Agreement are set out in
Exhibit C hereto and made a part hereof. Any conflict between the terms of
this Agreement and the terms of Exhibit C will be controlled by the former.
IN WITNESS WHEREOF, the parties hereto have entered into and executed
this Agreement as of the day and year first set forth above.
PARLEX CORPORATION ALLIEDSIGNAL LAMINATE SYSTEMS INC.
By: ___________________ By: ____________________
Peter J. Murphy Mark P. Bulriss
Executive Vice President President
Exhibit A
PRICE*
Actual Target Target
Year 1 Year 2 Year 3
- -----------------------------------------------------------------
1 Ounce * * *
Half Ounce * * *
<F*> Base Price -- actual prices billed to Parlex for Parlex use
with no royalty payable on sales of Cap material by ASLS to
Parlex.
<F*> Pricing in Year 2 and Year 3 will not be adjusted until
Parlex shall purchase following minimum quarterly amounts
during Year 2 and Year 3.
Half Ounce Year 2
*
1 Ounce Year 2
*
1 Ounce Year 3
*
_______________________
<F*> Confidential information has been omitted and filed separately with the
Commission.