HIRATA CORPORATION
ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT
Revision C
**** - Indicates confidential information that has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.
Adept Confidential 1
TABLE OF CONTENTS
Description Page Number
----------- -----------
o Contract Body 3 to 17
o Product Specification Appendix 1 18 to 19
o Color Specification Appendix 2 20
o Logo Specification Appendix 3 21
o Pricing Appendix 4 22
o Spares Pricing Appendix 5 22
o Inspection Appendix 6 24
o Quality Data Appendix 7 25
o Out of Warrantee Pricing Appendix 8 26
o Product Addendum's
Adept Confidential 2
HIRATA CORPORATION'S
ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT
This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and HIRATA CORPORATION (hereinafter referred to as "HIRATA") is entered
into for the purpose of providing OEM sales of HIRATA robot manipulators to
ADEPT. ADEPT and HIRATA agree that the following provisions shall govern the OEM
relationship between ADEPT and HIRATA.
1. Purpose and Scope of Relationship
1.1 ADEPT will purchase HIRATA manipulator Arms for incorporating with ADEPT
hardware and software controls to provide an extension to ADEPTs product line.
ADEPT shall market the Arms under its own trade name and responsibilities except
for any industrial rights associated with the designs of the Arms.
1.2 HIRATA is engaged in the design, manufacturing and sales of various
automation equipment and products including industrial robots in Japan and
elsewhere throughout the world, and desires to expand its sales of robotics
products.
1.3 Both parties desire to expand the market demand for their products through
the business relationship established by this agreement.
2. Product Specifications and Technical Information
2.1 Product Specification
HIRATA will sell to ADEPT mechanical SCARA manipulators and its parts
(hereinafter referred to as "Arms") which accept ADEPT's servo amplifier signal
and meet the product specifications contained in Adept Product Specification. If
changes are required to the product specifications referenced in this agreement
during the course of the business relationship, both parties must formally
approve the requirements and changes to be made before they are incorporated
into the Arms sold to ADEPT. Further, both parties agree to provide a minimum of
90 days notification prior to the target shipping date in writing of any
proposed changes. Any earlier shipping date may be arranged or determined if
reasonable and agreed upon. Any proposal of a significant nature (for example,
changes in scope of specifications, molds and die sets being used for
production, and/or other performance of the Arms) must have a minimum of 180
days notification prior to the target shipping date in writing. HIRATA
guarantees that all products sold to ADEPT will meet the most current effective
revision of product specifications approved by both parties. (For further
Product Specification see attached Appendix #1.)
Adept Confidential 3
2.2 Technical Support
In order to support ADEPT's direct market responsibilities, HIRATA will make
available capable technical support personnel at ADEPT's request for any problem
with the Arms not resolvable by ADEPT engineering or customer Service or Sales
Applications support in ADEPT's opinion. The technical support must have
adequate English speaking and writing skills or HIRATA must supply the necessary
interpreter on a timely basis. The technical support must be available during
HIRATA's factory's normal working hours and be available for emergency
situations for off factory hours given a critical or emergency situation in
ADEPT's judgment. Such technical support shall be limited and conducted at
HIRATA's facility in Japan. There will be no charge for this technical support
service. HIRATA will maintain 24 hour 7 day phone coverage, inclusive of
holidays and weekends, so as to be able to respond to emergency requests.
Emergency requests will be clearly identified as being "Emergency". At the time
of HIRATA's off-working hours or holidays, any initial emergency inquiry from
ADEPT to HIRATA shall be via ADEPT-Japan who will notify HIRATA. It is expected
that emergency communications will be a rare situation.
2.3 Color and Logo Plate Specification
The Arms sold to ADEPT shall be painted to ADEPT's color specification. Color #
(See Appendix #2). Adhesive logo plates shall be supplied by ADEPT and such logo
plates shall be fitted by HIRATA to the Arms. HIRATA shall provide and install
product number plates with ADEPT's name, product name, serial number, and date
of production
Size and fitting method of the product number plate shall be compatible with
HlRATA's standards described in (Appendix #3). ADEPT will start this process but
will later have HIRATA buy logo plates and have HIRATA install them in their
factory.
3. Pricing and Payment
3.1 Pricing
The prices applicable to the Arms and maintenance parts purchased under this
agreement shall be set forth in the attached PRICE SCHEDULE (Appendix #4).
Pricing shall be firm in YEN, for a period of eighteen (18) months from the date
of the first customer shipment by ADEPT. After the initial term of the
agreement, pricing shall be negotiated annually. Prior pre agreed prices shall
automatically continue into the furture unless either party formally contests in
writing. Prices shall be unit price plus shipping charges FOB Japan. The trade
terms under this agreement shall be governed and interpreted by and under the
provisions of latest International Commercial Terms (INCOTERMS).
3.2 Payment Terms
The payment shall be wire transferred to HIRATA in YEN 60 days after the Bill of
Lading (B/L) date.
Adept Confidential 4
3.3 Pricing Schedule
Proposed changes in prices after the initial 18 month term must be formally
communicated to ADEPT in San Jose, California at least 90 days before the
effective date. ADEPT must agree to any changes to the PRICE SCHEDULE in
writing. A release against the new price schedule shall be applicable to all
shipments after effective date of new price schedule.
4. Purchase Orders, Delivery Scheduling, Lead Times, Forecasts
4.1 Lead Times
HIRATA shall guarantee a lead time of 60 calendar days or less for delivery of
the Arms. HIRATA will make its best effort to reduce lead times for particular
orders where ADEPT's ability to make a sale is based on quick delivery. Delivery
is defined as the Bill of Lading date.
4.2 Minimum Order
Purchase of the Arms shall be for a minimum of one (1) unit per order. ADEPT
shall take delivery of 100 units as a minimum over the initial 18 months and 100
units as a minimum per every consecutive 12 month period thereafter. At some
point, an End of Life situation will be encountered when the minimum 100 unit
order per year requirement cannot be satisfied.
4.3 Purchase Order
On!y actual signed ADEPT Purchase Orders shall be considered as the purchasing
commitment. HIRATA shall promptly acknowledge, within 48 hours in writing via
fax, all purchase order exclusive of weekends and Japanese holidays. In the
event of conflict between the individual purchase order terms and conditions of
this agreement, the provisions of this agreement will prevail.
4.4 Forecast and Order Release
By the end of each month, ADEPT will provide HIRATA via fax the following
information.
A) A 12 month forecast will be supplied monthly by Purchasing Agent and
will be updated with every master forecast change. The first 4 weeks quantity of
this release will remain fixed, the second 4 weeks quantity may fluctuate by not
more than 20%.
In order to be responsive to ADEPT's upside forecast requirements,
safety stock will be maintained by HIRATA. Equivalent to 2 months of forecast
usage in work in process inventory.
B) The forecasts and revised forecasts provided to HIRATA by ADEPT will
be ADEPT's best efforts to estimate market demand but shall not be a binding
obligation to place orders for the Arms.
Adept Confidential 5
4.5 Shipment / Delivery Schedule
ADEPT plans, in the future, to ship the Arms and spare parts produced from
HIRATA's factory directly to ADEPT's (end user or system integrator) customers.
HIRATA will provide confirmation in writing within 48 working hours and
information (e.g. actual ship dates, ship carrier, shipper's way bill numbers)
necessary to confirm and track the progress of the shipment by FAX transmission.
All customer billing will be by ADEPT to ADEPT's customer base.
An official interface and designee will be identified at HIRATA and ADEPT, (with
telephone, fax, and mail addresses) for official communications between HIRATA
and ADEPT.
A) All direct customer shipments shall be made by means of a weekly
delivery schedule supplied by ADEPT's Purchasing Agent via fax. (Ref. 4.4, A)
B) Shipment can also be made to ADEPT's factory via a weekly kanban
system. The quantity due to ship will be supplied weekly by ADEPT's Purchasing
Agent via fax.
C) HIRATA shall not deliver items in advance of ADEPT required delivery
dates without prior approval. If earlier deliveries are made, ADEPT may elect to
return the items at HIRATA's expense or hold the units and delay payment for a
corresponding period of time.
HIRATA shall deliver the ordered Arms or parts to ADEPT or its customers
directly by the best method cf transportation from Japan to destination. The
methcd shall be defined by HIRATA with ADEPT's approval. In the event that the
shipping destination and/or the method of transportation changes from the
original Purchase Order, ADEPT will advise HIRATA, at least 15 working days
prior to scheduled shipping date, the method of transportation and/or the
destination of shipment.
This agreement does not authorize HIRATA to deliver any items. HIRATA will be
authorized to deliver and ADEPT will be obligated to take receipt of only those
items which are scheduled for delivery by Purchasing Agent on the weekly faxes.
Adept Confidential 6
5. Warranty
The warranty assumes that "normal use" occurs and the equipment is maintained to
specification.
5.1 Product Warranty
HIRATA warrants that the products sold to ADEPT under this agreement will
conform to the then current specifications published (see attachment) for the
product for a period of eighteen (18) months or 4,000 hours, whichever is
smaller, after the bill of lading date to ADEPT Product specifications will be
negotiated between ADEPT and HIRATA and will become a formal addendum to this
agreement. Products will also be warranted against any defect (including "latent
defects") in workmanship and material during the warranty period.
5.2 Warranty Obligation
HIRATA's warranty obligation will be to ship, at no charge to ADEPT, an exchange
replacement within two (2) working days for any field replacement part or
subassembly found to be defective by ADEPT during the warranty period. ADEPT
will return or scrap defective parts and or subassemblies at HIRATA's direction.
HIRATA will pay the cost of transportation in both directions for the defective
parts.
5.3 Defects
(ADEPT and HIRATA will specify the standard time to replace each part listed in
the spare parts list) To the extent the defects are substantial (over 10% of the
units shipped in the prior three months or require more than four man hours per
unit to replace) ADEPT may, at its option, return the entire Arm, subassembly to
HIRATA for repair or replacement at HIRATA's expense including transportation
both ways.
5.4 Training
HIRATA will provide maintenance and repair training to ADEPT personnel and any
third party people whom ADEPT contracts with to service the Arms, at HIRATA's
factory in Japan. ADEPT shall send at least one of its Field Service engineers
to HIRATA's factory to receive training for 5 working days at ADEPT's expense.
If the training is held at ADEPT or its customer's site, ADEPT shall reimburse
HIRATA for the transportation, room and board plus compensation at yen/day
expenses. An initial training course shall be scheduled at the conclusion of
this agreement. A training course may be performed once per year on a date to be
mutually agreed upon.
Adept Confidential 7
5.5 Dead On Arrival and Infant Mortality Performance and Warranty Coverage
Arm parts and replacement parts DOA and infant morality rates for 18 months must
be 0.1% except for abnormal transportation damage. The system and its packaging
must be able to withstand normal industry shipping (air, ship, rail, and truck)
requirements for vibration, shock, temperature and humidity. If DOA and infant
mortality rates > 0.1%, ADEPT will obtain labor expense at cost (includes labor,
travel and per diem expenses) from HIRATA. A notification of DOA in writing must
reach HIRATA within ten (10) working days after the date of cargo arrival at
ADEPT's site or, in case of direct shipping from HIRATA to a customer, twenty
(20) working day at the customers site. ADEPT shall notify HIRATA how ADEPT
judges the DOA and infant mortality performance in advance.
5.6 Replacement Parts Re-manufactured and Repaired Replacement Parts
Warranty
All replacement, re-manufactured and repaired parts within the warranty period
shall have the same life expectancy as a new part. All replacement parts,
re-manufactured and repaired out of warranty shall have a 12 month warranty when
shipped to ADEPT. These parts shall have an 8 month warranty when shipped to
ADEPT's customer direct.
6. Parts, Repair Service, and Maintenance
6.1 General Spare or Replacement Parts
All spare or replacement parts required for the Arm sold to ADEPT shall be
listed in the PRICE SCHEDULE. Prices for out-of-warranty and spare parts
purchased by ADEPT shall be listed and updated in the PRICE SCHEDULE in the same
manner as product prices as outlined in Section 3. of this agreement. All spares
must be fully tested and run in per Adept specification contained in (Appendix
#5).
6.2 Spare Stock Levels
HIRATA agrees to maintain a level of stock of spare and replacement parts which
will allow it to ship emergency replacements of any part within two (2) working
days of notification via FAX. Notification by ADEPT for emergency parts shipment
orders may be made via FAX or telephone with only an ADEPT Purchase Order number
required. Emergency shipments will be via air freight. ADEPT will define in the
fax to whom and where to ship the part(s).
Adept will make best efforts to advise and encourage their customers to maintain
an adequate level of replacement parts (spares) to support their installed base
of ADEPT equipment.
6.3 Part Revision Control
HIRATA agrees to maintain records of the revision levels for all parts and
relate the part revision level to the serial numbers of all Arms which it ships
to ADEPT. These records are to be sent monthly to ADEPT with the latest updates.
Adept Confidential 8
HIRATA shall also keep ADEPT informed at all times of cases where the most
current revisions of any part cannot be used to replace a prior revision level
of the same part. When these cases exist, HIRATA will stock sufficient
quantities of prior revision level parts to meet any future repair requirements
for products in the field. Both parties shall discuss the update of prior
revision spare parts in ADEPT inventory which shall be returned to HIRATA upon
agreement.
6.4 Re-manufactured Parts Usage
Only new parts can be employed in new products and new spares. Re-manufactured
or used parts can not be used for new product and spare sales. HIRATA may use
either new or re-manufactured parts to replace warranty or out-of-warranty
returns.
Re-manufactured parts can be used instead of repairing a returned part for
repair unless the customer's order explicitly forbids such.
For this latter case, the customer's specific part returned for repair must be
repaired and returned to the same customer in question if the part returned is
judged by HIRATA as repairable within:
Type of Part Calendar Days
- ------------ --------------
Directly repairable in HIRATA's factory 15 days
Repairable by a supplier to HIRATA 40 days
HIRATA shall segregate all reworked or used parts or products from the inventory
of parts sold to ADEPT for new product or spare parts sales.
6.5 Spare Part Packaging
All products and spare parts will be individually packaged and in a manner to
prevent any shipping damage and allow safe storage and handling of the
individual parts in the unopened package. All products and spare or replacement
parts must have exterior markings in English which clearly show quantity,
ADEPT's part number, revision level, and whether the spare part is "new" or
"used" (usable only for warranty and non-warranty replacement).
6.6 Packaging Labeling
HIRATA will create packaging having external labeling that conforms to trade
mark and marketing identification requirements established by ADEPT. This is
particularly important given the future plan (date to be established) to ship
direct from HIRATA's factory to ADEPT's customers.
6.7 RGA -- Refurbishing used Arms will be established at the time of return of
the used Arms. The price will be based on HIRATA's and ADEPT's agreement upon
pricing.
Adept Confidential 9
7.0 Product Change Management
7.1 Configuration Control
HIRATA will formally notify ADEPT in writing and obtain ADEPT's approval of any
design change involving form, fit or function for mechanical electrical, and
their spare parts. Adept will respond to the change request within 30 days.
7.2 Product Changes
If for any reason compatibility is not possible, the impact to ADEPT's customer
base must be assessed and discussed with ADEPT.
ADEPT will expect that all spares will be upgraded within six (6) months through
a recycle program and all other parts will be upgraded and/or replaced upon
failure. These changes will be made at HIRATA's or ADEPT's cost to be determined
and agreed upon by both companies
7.3 Configuration Revision Level Compatibility Matrix
HIRATA will supply ADEPT a revision level configuration compatibility matrix to
ADEPT's specification covering the Arms and spare parts.
8. Obsolescence
8.1 Support Service
For all products sold to ADEPT under this agreement, HIRATA agrees to support
service and parts replacement for at least seven and 1/2 (7.5) years after
notification to ADEPT of product discontinuance.
8.2 Obsolescence Agreement
HIRATA agrees to obtain ADEPT's concurrence on the obsolescence on any product
and/or part covered by this agreement. If concurrence can not be reached, HIRATA
agrees to maintain either repair service or a new supply of the subject product
and/or part for 7.5 years from notification.
9. Documentation
9.1 Documentation
HIRATA will provide manuscript and technical illustrations in fully converted
English and Japanese for all products sold to ADEPT for incorporation into
ADEPT's user and service manuals at no cost. Documentation for the Arms will be
provided to ADEPT at least two (2) weeks before the first delivery of Arms.
HIRATA grants ADEPT the right to reproduce in part or in total this
documentation for sales and service literature and manuals. Documentation will
be provided in the form of electronic copy in three and one half inch floppy
disk with the format compatible with APPLE Macintosh Computer, Microsoft Word,
system software 6.0 or later.
Adept Confidential 10
9.2 Specific documentation shall include but not be limited to the following:
A) Service manual for Arms including mechanical assemblies and schematics.
B) Spare parts lists for Arm.
C) Trouble shooting guide for Arm.
D) Mechanical and electrical specifications for Arm.
E) Assembly drawings
F) User preventive maintenance
10. Inspection and Testing
10.1 Testing
HIRATA agrees to test all products according to test procedures and
specifications contained in ADEPT Product Spec. and ADEPT Qualifications Test
Spec. Further, as part of the test procedure, HIRATA agrees to calibrate each
unit by mutually agreed upon procedures which will be jointly developed.
Calibration and test data developed through the testing process will accompany
each unit shipped to ADEPT and will be identified by unit serial number. Any
changes to the documented test procedures or specifications referenced above
shall have ADEPT'S approval before being incorporated into the production
process.
ADEPT will provide HIRATA, at no cost to HIRATA, at least two (2) units of
standard ADEPT controller(s) with servo drives for use in testing the Arms
before packaging and shipment to ADEPT. The intent of this testing is to allow
the Arms to be stocked at ADEPT or drop shipped directly to customers by HIRATA
and married with an ADEPT provided controller without further testing. The
controllers provided for this purpose shall be returned to ADEPT at the
termination of this agreement.
10.2 Inspection
ADEPT shall inform HIRATA of its plan on how to perform the initial inspection
of HIRATA manufacturing, testing and shipping procedures of the Arms at HIRATA's
facility. ADEPT shall have the right to periodically inspect HIRATA's production
process for products sold to ADEPT at HIRATA's facility as mutually agreed upon
with reasonable notice before any visit. ADEPT shall retain the right to final
test and acceptance of any product before it is shipped from HIRATA's facility.
(See Appendix #6)
10.3 Quality Data
HIRATA agrees to provide monthly manufacturing quality, manufacturing process
and reliability data for the products covered by this agreement per Appendix #7.
Adept Confidential 11
10.4 Arm MTBF
The MTBF goal for the Arm is to be 14000 hours. HIRATA shall test for all
products according to test procedures and specifications contained in the ADEPT
Product Specification and ADEPT Qualification Test Specifications. HIRATA shall
accumulate and log all product test hours and failures for the purpose of
estimating product MTBF. HIRATA will supply cumulative test hours and failure
information to ADEPT on a monthly basis per Appendix #7 Quality Data.
11. Indemnity
HIRATA will defend at its expense any claim or suit brought against ADEPT, or
any ADEPT customer using products originally manufactured by HIRATA, based on
claim that the use of any product delivered constitutes an infringement of a
patent, copyright, or any other intellectual property right issued by an country
in which ADEPT does business. HIRATA will indemnify ADEPT and ADEPT's customers
from any costs, damages and fees finally awarded against ADEPT in an action
attributable to such a claim, including any legal fees incurred by ADEPT to
defend itself. ADEPT will notify HIRATA for prior approval for such legal
action.
To the extent that HIRATA decides to procure a license for ADEPT or ADEPT's
customer to continue use of the product at some cost to HIRATA, this cost will
not be borne in any way by ADEPT for any product received through the time
HIRATA notifies ADEPT of this cost and no purchase orders outstanding will be
affected by a price increase due to this cost. Additionally, at the time HIRATA
notifies ADEPT that due to this additional cost future pricing will be
increased, ADEPT shall notify HIRATA of all outstanding quotes which ADEPT is
obligated to and HIRATA will agree to not pass this cost on to any product sold
under the named outstanding quotes.
12. Confidentiality
12.1 Confidentiality
Each party acknowledges that, in the course of the performance of this
agreement, it may obtain relating to the other party, its business, and products
which is of confidential and proprietary nature (hereinafter referred to as
"Proprietary Information").
Proprietary information will be identified by written notification by either
party to the other, prior to disclosure. Each party agrees to treat the other
party's Proprietary Information in a manner similar to how it treats its own
Proprietary Information during the initial term and any renewal terms of this
Agreement and for three (3) years after its expiration or sooner termination,
and will not use the Proprietary Information outside people within its company
who have a need to know without the other permission.
Adept Confidential 12
12.2 Proprietary
Obligations to protect the others Proprietary Information shall not apply to the
extent such information; (a) was in the recipient parties lawful and
unrestricted possession prior to disclosure by the other party as evidenced by
written records; (b) is generally available to the public; (c) has been received
lawfully and in good faith by either party, from a third party who did not
derive it from the disclosing party; or (d) is independently developed by the
recipient without reference to the Proprietary Information and without violation
of any confidentiality restriction.
12.3 Non-Disclosure
Neither party will disclose the terms or contents of this Agreement to any third
party except as mutually agreed, or as required by statute, regulation, or court
order.
12.4 Public Disclosure
All public disclosure of any terms of our relationship for publicity or business
purposes must be approved by ADEPT prior to disclosure.
13. Assignments and Delegations
This Agreement shall inure to the benefit and be binding upon the parties and
their respective successors and assignees. Neither party shall assign or
delegate this Agreement or any rights, privileges or obligations under this
Agreement without the prior written consent of the other party. Notwithstanding
the foregoing, no such consent shall be required for any such assignment or
delegation by a party which is part of or incident to the sale or other
transfer, whether by sale, merger, consolidation, or other corporate
reorganization, of all or substantially all of such party's assets and business,
so long as the assignees or successor shall be a corporation owning or retaining
all or substantially all of such assets and business and shall have assumed all
of such party's obligations under this agreement except as the said successors
and assignees or their licenser, license, affiliated company complete with the
other party.
14. Term and Termination
14.1 Initial Term
The Initial Term of this Agreement shall be thirty six (36) months from and
after the Effective Date. Unless specifically formally contested in writing by
either patty, this agreement will automatically extend in twelve (12) month
increments. This agreement will not extend beyond ten (10) years. Given this
agreement is contested by either party, or both parties hereto shall discuss
with each other the extension or expiration of this Agreement in good faith six
(6) months prior to the above expiration date. If both parties cannot reach
agreement, this Agreement will expire on said date.
Adept Confidential 13
14.2 Defaults
If either party defaults in the performance of any provision of this Agreement,
then the non-defaulting party must give written notice to the defaulting party
and the defaulting party has sixty (60) days to cure the default.
14.3 Compensation
In the event either party fails to cure any defaults as outlines in paragraph
14.2, the other party shall be due compensation in an amount equal to their
actual investment in this program or the profit margins on anticipated sales for
the initial term of this agreement, which ever is greater. A maximum amount of
compensation will be established.
14.4 Termination
Termination shall not relieve HIRATA of its obligations under sections 5, 6, or
7 of this Agreement which deal with warranty and service of products sold to
ADEPT prior to the termination of this Agreement.
14.5 Manufacturing Agreement
ADEPT will have all the right to Manufacture (Arms) if HIRATA becomes insolvent
(no longer in business) or is no longer manufacturing (Arms) or HIRATA desires
not to produce the (Arms) at a price deemed acceptabie to ADEPT.
15. Force Majeure
Neither party shall be liable for any obligation under this Agreement if
fulfillment of any such oblication has been delayed, hindered, or prevented by
force majeure, including strikes, riots, civil commotion or any circumstances
beyond the reasonable control of the parties to this Agreement, provided that
the suspension of fulfillment of any obligation under this Agreement shall be
limited to the duration necessary for removal of the effects of the force
majeure.
16. Applicable Law, Jurisdiction and Venue, and Attorney's Fees
16.1 Law
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of California, U.S.A. ADEPT and HIRATA will work out a fair
settlement between the two parties. If one cannot be reached, it will go to
arbitration. This arbitration will be held in the defending company's country in
accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce. The arbitration proceedings shall be binding and conclusive
upon the parties hereto.
Adept Confidential 14
16.2 Fees
Reasonable attorney's fees and costs shall be awarded to the prevailing party in
the event of arbitration involving the enforcement or interpretation of the
Agreement. Such fees and costs shall be decided by the arbitrator(s).
17. Exclusivity
Customer List Confidentiality
Since ADEPT plans, in the future, to direct drop ship Arms and spare parts
products from HIRATA's factory to ADEPT's customers; HIRATA will learn ADEPT's
customer base names and key contacts. HIRATA will not disclose to any outside
party any information about Adept's customer base or business.
Information Disclosure
Neither party will take advantage of any information disclosure by the other as
a result of this joint business venture unless the information is freely and
commonly available in the market place.
ADEPT Customer Contact and Business Competitive Restrictions
HIRATA agrees not to use this OEM relationship as a means to contact any ADEPT
customer without the formal prior written agreement of ADEPT. If the customer
relationship had been established by HIRATA prior to the execution of this
business agreement, this restriction will not apply as long as the business is
not in direct competition with ADEPT's existing or planned future business
relationship with the customer.
HIRATA agrees not to sell or sell through a third party spares, replacement
parts and repair services or re-manufactured products relative to the products
supplied to ADEPT in competition with ADEPT to ADEPT's customers without the
written consent of ADEPT.
17.1 HIRATA agrees that ADEPT will have the exclusive rights to the sale and
distribution of the Arms in the United States of America and Europe. Confusion
to HIRATA's and ADEPT's customers will be minimized by this relationship.
17.2 HIRATA will not sell any Arm to any other robot company with V, V+, Val
based, Val II based, or Karel based motion control language, future variants or
new generations of these languages created by ADEPT.
Adept Confidential 15
17.3 HIRATA agrees that this contract will be the basis for all future HIRATA
products which ADEPT may wish to purchase. HIRATA agrees not to offer the Arms
to other OEM customers without allowing ADEPT the first right of refusal to
exclusive distribution and sales rights of HIRATA's products at terms and
conditions at least equal to the best terms and conditions offered to any other
individual or organization including the minimum purchase obligation.
Additionally, HIRATA agrees not to enter into any agreement to sell a
manipulator Arm of the same type, size, specification, and market use to any OEM
customer for integration with the customer's controls as ADEPT is doing for this
relationship.
18. Miscellaneous
18.1 This Agreement and all notices, reports, documentation, or other
communications hereinafter shall be in English language, and in all case of any
conflict between the English version and any translated version of this
Agreement or any such communication, the English version will govern.
18.2 Failure of either party to enforce a provision of this Agreement or waiver
by either party of a breach of a provision of this Agreement shall not be
construed as a waiver of a succeeding breach or provision. If any provision is
held to be invalid or unenforceable, the invalidity shall not affect the
validity of the remaining provisions. The parties may also agree to substitute,
for the invalid provision, a valid provision that most closely approximates the
intent and economic effect of the invalid provision.
19. Entire Agreement
19.1 This Agreement constitutes and expresses the entire agreement and
understanding between the parties hereto with respect to all the matters herein
referred to. All previous discussion promises, agreements, memoranda,
representations, and understandings relative thereto, if any, had between the
parties hereto, are herein merged or superseded.
Adept Confidential 16
IN WITNESS WHEREOF the parties hereto have cause this Agreement to be executed
in duplicate by their respective duly authorized representatives on the day and
year first below written and retained one copy respectively.
ADEPT TECHNOLOGY, INC. HIRATA CORPORATION
BY: /s/ JAMES E. KUHL BY: /S/ Y. HIRATA
--------------------------------- -------------------------------
JAMES E. KUHL YASUNARI HIRATA
Title: Vice President, Operations Title: President
Date: 1/31/95 Date: 31/1/1995
------------------------------- --------------------------
Adept Confidential 17
APPENDIX #1
Adept 550 Table-Top
SCARA Robot
Product Description
The Adept 550 is a four-axi, tablemount SCARA robot. Its cost-effective design
and easy-to-use software make the Adept 550 an attractive alternative to both
fixed-automation and manual production methods.
With a reach of 550 mm and payload of 5.5 kg, the Adept 550's SCARA design is
ideal for light-payload assembly, handling, and packaging jobs. High-speed AC
Servo Motors allow the system to perform thousands of pick-and-place cycles per
hour with repeatability to 0.025 mm.
Based on Adept automation software and controls, the Adept 550 Table-Top SCARA
Robot offers maximum production flexibility with minimum development expense.
Adept controls simplify integration of the 550 robot by combining all of the
functions found in a typical robot workcell, including motion control workcell
communications, vision guidance, and conveyor tracking.
For many basic pick-and-place jobs, Adept's AIM MotionWare software allows
factory personnel to achieve powerful automation results without the need for
complicated programming For those jobs that require more sophistication. Adept's
V+ software provides a powerful multitasking environment for complete
customization ot workcell performance.
By combining an efficient table-top design with easy-to-use software and
controls. the Adept 550 is a powerful robot system. For common light-payload
tasks such as part transfer, material handling, and assembly, the Adept 550
Table-Top SCARA Robot offers an affordable, productive solution for flexible
automation results.
================================================================================
Features Benefits
- --------------------------------------------------------------------------------
5.5 kg payload/550 mm reach Ideally suited for light payload
assembly and handling applications.
- --------------------------------------------------------------------------------
Repeatability to 0.025 mm Consistent, high quality results.
- --------------------------------------------------------------------------------
Table-mount design with small
footprint Efficient work space utilization.
- --------------------------------------------------------------------------------
Adept software and controls State-of-the-art automation performance
with minimum development expense.
================================================================================
ADEPT CONFIDENTIAL 18
APPENDIX #1
Product Specifications
================================================================================
Payload (maximum): 5.5 kg
(12.1 lb)
Joint 4 inertia (max): 451 kg-cm(2)
(154 lb-in(2))
Repeatability (x, y) +/- 0.025 mm
(+/- 0.001")
(Z) +/- 0.03 mm
(0.001")
theta +/- 0.05(degrees)
Joint Range
Joint 1: 200(degrees)
Joint 2: 280(degrees)
Joint 3: 200mm (7.9")
Joint 4. 540(degrees)
Maximum Joint Speed
Joint 1: 300o/sec
Joint 2: 480o/sec
Joint 3: 1000 mm/sec
(40"/sec)
Joint 4: 480(degrees)/sec
Robot Brakes
Joints 1, 2, and 4: dynamic brake
Joint 3: electric brake
Robot-to-Controller Cables
5 m (16.4')
Cycle Times
The robot tool performs a continuous-
path motion from location "a" to location
"b" and back to "a". The path consists of
all straight-line segments.
305 mm
- -------------------------------
|25 mm 25 mm|
| |
| |
a b
Payload Cycle Time
2 kg (4.4 lb) 0.8 sec
Extended arm configurations yield optimal
cycle times. Cycle times increase
with retracted configurations.
User Lines
Electrical 24(12 twisted pairs)
Pneumatic 2 @ 6 mm diameter
3 @ 4 mm diameter
System Requirements
Controller
Compatible with Adept MV series
controllers
Power
o Robot Interface Requirements
Standard: Three Phase 200 - 240 VAC
Configurable: Single Phase 200 - 240 VAC
o Controller Power Requirements
U.S. Standard: 200 - 240 VAC, 50-60 Hz
Single Phase, 2.5A(MV-8), 6.3A(MV-19)
Configurable: 100 - 120 VAC,
5A (MV-8), 12.5A (MV-19)
Environment
41 - 104(degrees) F (5 - 40(degrees) C), 5 - 90% relative
humidity (noncondensing)
Options
o Robot-mounted camera hardware
o Robot calibration kit
o 10 m (32.8') Extended robot-to-controller cables
- --------------------------------------------------------------------------------
Adept 550 Table-Top SCARA Robot
Dimensions
A - Inner link: 300 mm (11.8")
B - Outer link: 250 mm (9.8")
C - Vertical clearance
(base to retracted
quill flange) 330 mm (13.0")
D - Manipulator height: 872.5 mm (34.4")
R(0) - Maximum reach: 550 mm (21.7")
R(1) - Minimum reach: 194 mm (7.6")
Robot Weight 45 kg (100 lb.)
[GRAPHIC GO HERE]
- --------------------------------------------------------------------------------
Corporate Headquarters
150 Rose Orchard Way
San Jose, CA 95134
USA
Tel: (408)432-0888
Fax: (408)432-8707
European Technical Center
Ottn-Hahn-Str. 23
44227 Dortmund
Germany
Tel: (49) 231.75.89.40
Fax: (49) 231.75.89.450
Japan Technical Center
1-2, Aza Nakahara
Mitsuya-Cho
Toyohashi-Shi 441-31
Japan
Tel: (81) 532.65.2391
Fax: (81) 532.65.2390
Product specifications are subject to change without notice. The Adept logo is a
registered trademark Adept Technology, Inc. Adept, Adept 550, AIM, Motion Ware,
V+, and Adept MV are trademarks of Adept Technology, Inc.
Revision date 6/94
For more information on the Adept 550 Table-top SCARA Robot or other Adept
products, contact your local sales engineer or call the Adept Information
Hotline at: (800) 292-3378 or (408) 434-6228.
ADEPT CONFIDENTIAL 19
Appendix #2
Color Specification
o Paint Chip provided to HIRATA with specification
Adept Confidential 20
Appendix #3
Logo Specification
o To be supplied by HIRATA
Adept Confidential 21
Appendix #4
Pricing
Description Item Number Price
----------- ----------- -----
Manipulator Arm **** Yen ****
Packing & Transportation Yen ****
- ----------------------------------------------------------------------
**** Unit Price Yen Each
FOB cost per air shipment Yen ****
FOB cost per ocean shipment Yen ****
Adept Confidential 22
Appendix #5
Spares Pricing
ADEPT HIRATA US $ JAPAN YEN
PART NUMBER PART NUMBER DESCRIPTION UNIT PRICE UNIT PRICE
================================================================================================================
60001-00044 **** **** **** ****
60001-00046
60001-00047
60001-00048
60001-00050
60001-00051
60554-00000
60554-00010
60554-00020
60554-00030
60554-00040
60554-00050
60554-00060
60554-00070
60554-00080
60554-00090
60554-00100
60554-00110
60554-00120
60554-00130
60554-00140
60554-00150
60554-00160
60554-00170
60554-00180
60554-00190
60554-00200
60554-00210
60554-00220
60554-00230
60554-00240
60554-00250
Adept Confidential 23
Appendix #6
Inspection
10.2 Inspection
HIRATA shall perform inspection of each arm manufactured for ADEPT TECHNOLOGY,
INC. Inspection results for each arm shall be documented and included with the
arm at shipment. The following data is to be included with each arm shipment.
1) Adept part number
2) Product serial number
3) Month of manufacture
4) Visual inspection check fist
- No visual casting or paint flaws
- Adept logos and name/number plates are installed correctly
according to specifications.
- Performance and test data required is supplied with the arm.
- Product is adequateiy wrapped and packaged to prevent shipping
and handling damage.
5) Arm cycle performance per test TBD1.
- Joint 1 performance _______
- Joint 2 performance _______
- Joint 3 performance _______
- Joint 4 performance _______
6) Arm accuracy performance per test TBD2.
- Joint 1 performance _______
- Joint 2 performance _______
- Joint 3 performance _______
- Joint 4 performance _______
7) Arm repeatability performance per test TBD3.
- Joint 1 & 2 combination _______
- Joint 3 _______
- Joint 4 _______
8) Z axis force test per test TBD4.
- J3 force _______
9 ) Electrical tests
- Hypot test per test TBD4. _______
- ESD test per test TBD5. _______
10) Calibration data per test TBD6.
February 18, 1994 Adept Confidential 24
Appendix #7
Quality Data
QP-1023A Q.I.S. FOR NEW PRODUCTS (Manual Entry)
- --------------------------------------------------------------------------------
5.9 QUALITY PERFORMANCE REPORTING;
1. The Manual Q.I.S. shall report Product Field Performance Quality
and Reliability Trends:
A. Purpose: Overall product field performance
B. Audience: Adept Management
C. Frequency: Monthly
D. Period: Current Month / Rolling prior 12 months.
E. Format: Trend Charts / Data Points Matrix (Performance vs.
Goal)
F. Products: ICEBERG
SWORDFISH
604S
POWER AMPLIFIER
G Formula: O.B.D. / Out of Box Defects Performance:
[O.B.D = Number of Defects / Installations] The total
number of defects identified as the product is unpacked
and installed. Each defect is counted as a separate
item; i.e., Functional defects, missing items, loose
hardware, unclear documentation, cosmetic defects, etc.
D.O.A. / "Dead on Arrival" Performance:
[D.O.A = Defective Units / Total Installed] Percentage
of units shipped that fail functionally within the
first 24 hours of operation at the customer.
Non-functional failures are excluded.
WAR / Warranty Performance:
[WAR = # Fails, All Systems, 1st 19 months] Total
number of functional failures reported for all products
during initial warranty period of 18 months.
M.T.B.F. / Mean Time Between Failures
[MTBF = # Fails / Total Systems Run Time] The average
elapsed system run time between system failures.
Excludes D.O.A.; includes Warranty through end of life.
2. The Manual Q.I.S. shall report the Product Pareto of Field Reported
Performance Problems:
A. Purpose: To focus Adept resources on solving, in order of
priority, customer quality problems.
B. Audience: Adept Management and Engineers
C. Frequency: Monthly (weekly if required)
February 18, 1994 Adept Confidential 25
Appendix #8
Out Of Warrantee Pricing
o Pricing for out of warrantee parts to be determined at a later date.
Adept Confidential 26
HIRATA CORPORATION
ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT
Rev. B
ADDENDUM #1: PALLETIZER
1. Purpose of Addendum
1.1 ADEPT will purchase HIRATA Palletizer Arms for incorporating with ADEPT
hardware and software controls to provide an extension to ADEPT's product line.
ADEPT shall market the Arms under its own trade name and responsibilities except
for any industrial rights associated with the Designs of the Arms
2. Product Specification
2.1 HIRATA will sell to ADEPT a Palletizer manipulator and its parts
(hereinafter referred to as "Arms") which accept ADEPT's servo amplifier signal
and meet the product specifications contained in Adept Product Specification. If
changes are required to the product specifications referenced in this agreement
during the course of the business relationship, both parties must formally
approve the requirements and changes to be made before they are incorporated
into the Arm sold to ADEPT. Further, both parties agree to provide a minimum of
90 days notification prior to the target shipping date in writing and any
proposed changes. Any earlier shipping date may be arranged or determined if
reasonable and agreed upon. Any proposal of significant nature (for example,
changes in scope of specifications, molds and die sets used for production,
and/or other performance of the Arms) must have a minimum of 180 days
notification prior to the target shipping date in writing. HIRATA guarantees
that all products sold to ADEPT will meet the most current effective revision of
product specifications approved by both parties.
3. Minimum Order
3.1 Purchase of the Arms shall be for a minimum of one (1) unit per order.
Starting from March 1994 ADEPT shall take delivery of eight (8) Units as a
minimum over the next 18 month, and forecast deliveries of twenty four (24)
Units as a minimum per next 12 month period, and forecast a minimum of forty
(40) Units per every consecutive 12 month period there after. At some point, an
End of Life situation will be encountered when the minimum unit order per year
requirement cannot be satisfied.
4. Pricing
4. The price of E and F type is as following plus the attached price
schedule.
Arm AR-Z1OOOF-4-2000 = Y 3,515,000
Amplifiers Y 667,000
Arm AR-Z1000E-4-2000 = Y 2,732,000
Amplifiers Y 610,000
The price will reduce on a sliding scale as follows
41 to 60 units sold 1%
61 to 80 units sold 2%
81 to 99 units sold 4%
100 and after units sold 5%
1/27/95 Adept Confidential 1
5. System Definition
5.1 The System will be as stated:
1.) E = 4 Axis Scara Mechanism
2.) F = 4 Axis Scara Mechanism
3.) Power Cable Set for "E"
4.) Power Cable Set for "F"
5.) Amplifiers "E"
6.) Amplifiers "F"
6. Territories
6.1 HIRATA agrees that ADEPT will have the exclusive rights to the sale and
distribution of the Arms in the United States of America. (Appendix #6) In
Europe HIRATA's General Manager and ADEPT's General Manager will confer together
so as not to compete with each other for the same customers. Confusion to
HIRATA's and ADEPT's customers will be minimized by this relationship.
7. Original Equipment Manufacturer Agreement
7.1 All other condition and statement of the Original Equipment Manufacturer
Agreement will be inforced in it entirety.
IN WITNESS WHEREOF the parties hereto have cause this Agreement to be executed
in duplicate by their respective duly authorized representatives on the day and
year first below written and retained one copy respectively.
ADEPT TECHNOLOGY, INC. HIRATA CORPORATION
BY:___________________________________ BY:__________________________________
JAMES E. KUHL YASUNARI HIRATA
Title: Vice President, Operations Title: President
Date:_________________________________ Date:________________________________
1/27/95 Adept Confidential 2
Addendum #1
Product Specifications
================================================================================
Payload (maximum) 70 kg Palletizing Capability
(154 lb) Payload 60 kg/700 cycles/hour
Robot Weight 1900 kg Design Life
(4,200 lbs) 40,000 hours
Repeatability 0.3 mm System Requirements
(0.012") o Controller
Compatible with Adept MV series
Joint Range controllers
Joint 1: 220(degrees)
Joint 2: 300(degrees) o Power
Joint 3: 2000 mm (78.7") Requires 3-phase 220V, 40 Amp
Joint 4: 345(degrees)
Environment
Robot Brakes 41-104(degrees) F (5-40(degrees) C),
Joints 1,2, and 4: Dynamic Brakes 35-90% relative humidity
Joint 3 (z-axis): Electro- (non-condensing)
Mechanical
Brakes
Robot-to-Controller Cables
7 m (23 ft) standard
- --------------------------------------------------------------------------------
Adept 1850 Palletizer Robot
Dimensions
A - Inner link: 1000 mm (39.4")
B - Outer link: 850 mm (33.5')
C - Vertical clearance
(base to retracted
quill flange) 2412.5 mm (95")
D - Manipulator height: 3344 mm(131.7")
R(0) - Maximum reach: 1850 mm (72.8")
R(1) - Minimum reach: 500 mm (19.7")
- --------------------------------------------------------------------------------
Corporate Headquarters
150 Rose Orchard Way
San Jose CA 95134
USA
Tel: (408) 432-0888
Fax (408 )432-8707
European Technical Center
Otto-Hahn-Str. 23
44227 Dortmund
Germany
Tel: (49) 231.75.89.40
Fax (49) 231.75.89.450
Japan Technical center
1-2, Aza Nakahara
Mitsuya-Cho
Toyohashi-Shi 441-31
Japan
Tel: (81) 532.65.2391
Fax (81) 532.65.2390
Product specifications are subject to change without notice. The Adept logo is a
registered trademark Adept Technology, Inc. Adept, Adept 1850, AIM, MotionWare,
V+, and Adept MV are trademarks of Adept Technology, Inc.
Revision date 6/94
For more information on the Adept 1850 Palletizer Robot or other Adept products,
contact your local sales engineer, or call the Adept Information Hotline: (800)
292-3378 or (408) 434-6228.
6/24/94 Adept Confidential 3
Addendum #1
Adept 1850XP
Palletizer Robot
Product Description
The Adept 1850XP Palletizer is a high-payload four-axis SCARA robot designed for
heavy-duty palletizing, material handling, packaging, and assembly tasks.
With a reach of 1850 mm and working volume of 16.9 cubic meters, the Adept
1850XP is designed to accommodate industry-standard pallet geometries while
accessing conveyors, feeders, and other production equipment. A payload of 150
kg gives the Adept 1850XP the capacity to handle a wide variety of single-or
multiple-package types, as well as heavy industrial components.
The Adept 1850XP Palletizer Robot is designed to provide performance and
reliability. High-torque motors combined with precision rotary vector gear
reducers deliver production rates up to 1000 cycles per hour and repeatability
to 0.3 mm. Brushless AC servo technology delivers trouble-free performance with
low maintenance needs.
Based on Adept automation software and controls, the Adept 1850XP Palletizer
Robot offers maximum production flexibility with minimum development expense.
Built-in control capabilities include options for vision guidance, force
sensing, conveyor tracking, a graphical user interface, and up to 512 channels
of digital I/0.
Adept V+ software provides powerful multi-tasking control for all aspects of
workcell performance, while Adept's AIM MotionWare software can be used to
perform many applications without the need for complicated programming.
================================================================================
Features Benefits
- --------------------------------------------------------------------------------
150 kg payload capacity Handles a wide variety of heavy
palletizing, material handling,
packaging, and assembly jobs.
- --------------------------------------------------------------------------------
16.9 cubic meter working volume Accommodates industry standard
pallet geometries and peripheral
devices.
- --------------------------------------------------------------------------------
Adept software and controls High performance flexible automa-
tion results with minimum
development expense.
- --------------------------------------------------------------------------------
Brushless AC servo design High reliability and low mainte-
nance requirements.
- --------------------------------------------------------------------------------
Production rates to 1000 cycles/hr Maximum return on investment.
- --------------------------------------------------------------------------------
Absolute encoders Fast system power-up.
================================================================================
6/24/94 Adept Confidential 4
Addendum #1
Product Specifications
================================================================================
Payload (maximum) 150 kg Robot-to-Controller Cables
(331 lb) 7 mm (23 ft) standard
Robot Weight 2400 kg Palletizing Capability
(5300 lbs) Payload 60 kg/1000 cycles/hour
Repeatability 0.3 mm System Requirements
(0.012") o Controller
Compatible with Adept MV series
Joint Range controllers
Joint 1: 220(degrees)
Joint 2: 300(degrees) o Power
Joint 3: 2000 mm (78.7") Requires 3-phase 220V, 40 Amp
Joint 4: 345(degrees)
Robot Brakes Environment
Joints 1,2, and 4: Dynamic Brakes 41-104(degrees) F (5-40(degrees) C),
Joint 3 (z-axis): Electro- 35-90% relative humidity
Mechanical (non-condensing)
Brakes
- --------------------------------------------------------------------------------
Adept 1850XP Palletizer Robot
Dimensions
A - Inner link: 1000 mm (39.4")
B - Outer link: 850 mm (33.5")
C - Vertical clearance
(base to retracted
quill flange) 2412.5 mm (95")
D - Manipulator height: 3478 mm (136.9")
R(0) - Maximum reach: 1850 mm (72.8")
R(1) - Minimum reach: 500 mm (19.7")
- --------------------------------------------------------------------------------
Corporate Headquarters
150 Rose Orchard Way
San Jose CA 95134
USA
Tel: (408) 432-0888
Fax (408 )432-8707
European Technical center
Otto-Hahn-Str. 23
44227 Dortmund
Germany
Tel: (49) 231.75.89.40
Fax (49) 231.75.89.450
Japan Technical center
1-2, Aza Nakahara
Mitsuya-Cho
Toyohashi-Shi 441-31
Japan
Tel: (81) 532.65.2391
Fax (81) 532.65.2390
Product specifications are subject to change without notice. The Adept logo is a
registered trademark Adept Technology, Inc. Adept, Adept 1850XP, AIM,
MotionWare, V+, and Adept MV are trademarks of Adept Technology, Inc.
Revision date 6/94
For more information on the Adept 1850XP Pallentizer Robot or other Adept
products, contact your local sales engineer, or call the Adept Information
Hotline: (800) 292-3378 or (408) 434-6228.
6/24/94 Adept Confidential 5
Appendix #5
Spares Pricing
1850 and 1850XP
ADEPT HIRATA US $ JAPAN YEN
PART NUMBER PART NUMBER DESCRIPTION UNIT PRICE UNIT PRICE
================================================================================================================
To be determine at a later date
6/24/94 Adept Confidential 6
Appendix #6
Sales Territory
- ------------------------------------------------------------------------------------
Palletizer Sales Teritory
- ------------------------------------------------------------------------------------
Region U.S. Europe
- ------------------------------------------------------------------------------------
Adept color and controller Adept Exclusive Adept Exclusive
- ------------------------------------------------------------------------------------
Hirata color and Adept controller Hirata sells in SYSTEM Hirata sells in SYSTEM
- ------------------------------------------------------------------------------------
Hirata color and controller Hirata sells in SYSTEM S.A and PAL
- -----------------------------------------------------------
- -----------------------------------------------------------
Japan Asia Other
- -----------------------------------------------------------
Adept Exclusive Adept Exclusive Adept Exclusive
- -----------------------------------------------------------
S.A and PAL W/NOTE S.A and PAL W/NOTE S.A and PAL W/NOTE
- -----------------------------------------------------------
S.A and PAL S.A and PAL S.A and PAL
- -----------------------------------------------------------
<FN>
S.A=Stand Alone sales
PAL=Dedicated palletizing system sales
SYSTEM=Any integrated system except for dedicated palletizing.
NOTE=Hirata inform Adept of the lead to advoid the customer's confusion and
price competition between Hirata and Adept.
</FN>
10/27/95 7
Adept Technology / Hirata Corporation
Subcontract Manufacturing Agreement
For
The Cobra 600 Mechanical SCARA Manipulator
Page ii
TABLE OF CONTENTS
Paragraph
Numbers Major Provisional Topics
1 Purpose and Scope of Relationship
2 Product Specifications and Technical Information
3 Pricing and Payment
4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
5 Warranty
6 Arm Parts, Repair Service, and Maintenance
7 Product Change Management
8 Obsolescence
9 Documentation
10 Inspection and Testing
11 Indemnity
12 Product and Business Confidentiality
13 Proprietary Data
14 Technical Communications
15 Assignments and Delegations
16 Term and Termination
17 Force Majeure
18 Applicable Law, Jurisdiction and Venue, and Attorney's Fees
19 Miscellaneous
20 Entire Agreement
Contract Execution by Both Parties
Page iii
Appendices Page Number
o Product Specification Appendix 1 14 to 16
o Step Margin Share Price Matrix Appendix 2 18
o Spares Pricing Schedule Appendix 3 19
o Quality Planning and Data Requirements Appendix 4 20 to 24
Page 4 of 26
Adept Technology / Hirata Corporation
Subcontract Manufacturing Agreement
- --------------------------------------------------------------------------------
1 Purpose and Scope of Relationship
1.1 This Agreement by and between ADEPT TECHNOLOGY, INC., hereinafter
referred to as "BUYER" and HIRATA CORPORATION, hereinafter referred
to as "SELLER". BUYER and SELLER agree that the following
provisions shall govern the relationship between BUYER and SELLER.
1.2 BUYER will purchase and SELLER shall provide Cobra 600 Mechanical
SCARA Manipulator product, hereinafter referred to as "ARM". BUYER
shall incorporate the ARM with its own hardware and software
controls to provide an extension to BUYER's product line. BUYER
shall market the ARM under its own trade name and responsibilities.
SELLER shall provide full warranty support for any and all sales of
the ARM by BUYER.
2 Product Specifications and Technical Information
2.1 Product Specification
2.1.1 SELLER will sell to BUYER the ARM and its spare or maintenance
parts, hereinafter referred to as "PARTS", which accept BUYER's
servo amplifier signal and meet the product specifications
contained in BUYER Product Specification. BUYER Product
Specifications, Quality Requirements and Test Specifications
will be provided to SELLER prior to or with BUYER authorized
purchase orders for SELLER to manufacture, test and deliver
ARMs under this Agreement. If changes are required to the BUYER
Product Specifications during the course of the business
relationship, SELLER must formally acknowledge the ability to
conform and deliver performance compliant ARMs to the revised
or new requirements to be made before they are incorporated
into the ARM sold to BUYER. Further, both parties agree to
provide a minimum of 90 days notification prior to the target
shipping date in writing of any proposed changes. Any earlier
shipping date may be arranged or determined if reasonable and
agreed upon. Any proposal of a significant nature (for example,
changes in scope of specifications, molds and die sets being
used for production, and/or other performance of the ARM must
have a minimum of 180 days notification prior to the target
shipping date in writing. SELLER guarantees that all products
sold to BUYER will meet the most current effective revision of
product specifications submitted by BUYER and acknowledged by
SELLER.
2.1.2 The Product Specification attached in Appendix #1 to this
Agreement is provided as a base line description and
performance requirement of the Cobra 600 Mechanical SCARA
Manipulator product. BUYER may from time to time require
revisions to its technical and quality and performance product
specifications, which shall be provided to SELLER under
separate cover for acknowledgement to manufacture, test and
deliver ARMs against BUYER approved purchase orders under this
agreement in full compliance to the latest document revisions.
Said BUYER documents shall supercede the Product Specification
in Appendix #1 hereto, without revision to Appendix #1
Page 5 of 26
or amendment to this contract Agreement. This shall not be
construed nor interpreted as any modification or reduction in
the BUYER's right to expect and require full conformance and
compliance by SELLER to the terms and conditions in performing
to this Agreement.
2.2 Technical Support
In order to support BUYER's direct market responsibilities, SELLER
will make available capable technical support personnel at BUYER's
request for any problem with the ARMs not resolvable by BUYER
engineering or customer Service or Sales Applications support. Said
technical support shall normally be provided via telephone, FAX
and/or Email communications between BUYER's and SELLER's personnel.
The SELLER provided technical support must have adequate English
speaking and writing skills or SELLER must supply the necessary
interpreter on a timely basis. The technical support must be
available during SELLER's factory's normal working hours and be
available for emergency situations for off factory hours given a
critical or emergency situation. It will be BUYER's responsibility
and judgement, in assessing the customer and technical issue at
hand, to identify a given situation as an "Emergency". Such
technical support shall be limited and conducted at SELLER's
facility in Japan. The SELLER shall not charge BUYER or BUYER's
customer this technical support service or related cost incurred.
SELLER will maintain 24 hour 7 day phone coverage, inclusive of
holidays and weekends, so as to be able to respond to emergency
requests. Emergency requests will be clearly identified as being
"Emergency". It is expected that emergency communications will be
rare.
2.3 Color and Logo Plate Specification
The ARMs sold to BUYER shall be painted to BUYER's color
specification and color paint chip provided to SELLER. Adhesive
logo plates shall be supplied by BUYER to SELLER and such logo
plates shall be fitted by SELLER prior to shipment, per the BUYER
provided Logo Specification. SELLER shall provide and install ARM
product number plates with BUYER's name, product name, serial
number, and date of production.
3 Pricing and Payment
3.1 ARM Pricing
3.1.1 The established Base ARM Price shall be a maximum of US
$5,600.00, at the exchange rate of 105 Yen:US $1.00, effective
with all shipments of ARMs received at the BUYER's dock on or
after July 1, 1998. To publish each purchase order under this
Agreement, BUYER shall use the current Yen to US $ Dollar
exchange rate as published in the Wall Street Journal or the
CNN-FN Financial News Web Site. If the exchange rate is equal
or less than 105 Yen:US $1.00, BUYER shall use the US $5,600
unit price for each purchase order. If the Yen value declines
against the US Dollar ($) above 105 Yen, BUYER shall apply the
rate to the applicable Yen range in the Step Margin Share Price
Matrix herein to determine the purchase order ARM unit price.
Refer to Appendix #2.
3.1.2 BUYER shall issue contractual purchase orders under this
agreement at a quantity of fifty (50) ARMs, or as close as
possible to that number, and make
Page 6 of 26
every attempt to schedule an even flow of ARM deliveries as
possible, predicated on the customer demands reflected in the
forecast.
3.1.3 As the ARM approaches end of life of the product design in the
marketplace, as determined by BUYER, the relative quantity of
ARMs ordered at any one time may be adjusted downward per
purchase order.
3.2 Step-Margin Share Pricing Matrix.
Since this Agreement and the ARM pricing and BUYER payment is based
in US Dollars ($) and the SELLER's costs are incurred in Japanese
Yen, a Step-Margin Share Pricing Matrix shall be applied to the
purchase price to reflect devaluation of the Yen in relation to the
US Dollar ($) over time. This provides for an equal sharing by
BUYER and SELLER of the exchange rate variance of the final BUYER's
ARM payments in US Dollars ($) if the Yen devalues relative to the
105 Yen:US Dollar $1.00 level. Refer to Appendix #2. The original
ARM purchase price of US $6,000.00 was established when the Yen to
US Dollar ($) exchange rate was between 105 Yen:US $1.00. The final
negotiated Base ARM Price of US $5,600.00 under this Agreement is
based on the exchange rate of 105 Yen: US Dollar $1.00.
3.3 PARTS Pricing
3.3.1 The prices applicable to the PARTS purchased under this
agreement shall be set forth in the attached Spares Pricing
Schedule. Refer to Appendix #3. Pricing for PARTS shall be
negotiated semi-annually. Either BUYER or SELLER may request
re-negotiation of the Price Schedule for Spare Parts at any
time if the Yen to US Dollar ($) exchange rate causes a
hardship or results in the PARTS prices to not be marketable by
the BUYER.
3.4 Trade Terms
The trade terms under this agreement shall be governed and
interpreted by and under the provisions of latest International
Commercial Terms (INCOTERMS).
3.5 Free On Board (FOB) Point, Method of Shipment and Specified Carrier
3.5.1 SELLER's shipment of all ARMs and ARM PARTS shall be delivered
FOB SELLER's shipping point from Japan, with the cost of
transportation and title to goods residing with the BUYER
beginning at the FOB point. The specific method of shipment and
named carrier the SELLER will use from the FOB point to the
BUYER's dock for each ARM and ARM PARTS shipment shall be
designated in writing by the BUYER. BUYER shall hold SELLER
fully responsible for any delay in shipment, loss, damage to
goods or additional costs resulting from SELLER's failure to
comply with the BUYER's authorized method of shipment and
carrier.
3.6 Price / Cost Reductions
3.6.1 BUYER and SELLER agree that in order to remain competitive in
the market place for the ARM product line, continual cost
reductions need to be developed to reduce the overall price of
the ARMs. SELLER shall work with its suppliers and
manufacturing technology to drive the cost of manufacturing of
the ARMs down. BUYER agrees to assist, to the reasonable extent
Page 7 of 26
engineering opportunities to facilitate cost reductions in
materials and manufacturing.
3.6.2 SELLER agrees to develop cost reductions in support of an
annual minimum five percent (5%) price reduction of the Base
ARM Price, starting with the initial shipment of ARMs in July 1
1998. In support of the SELLER's cost reduction efforts, BUYER
will need to purchase an annual minimum of 300 ARMS. If the
volume drops below 150 units per year, SELLER may reevaluate
the Arm base price. Upon acceptance, by both parties, the new
price will be used in the Step Margin Share Price Matrix.
3.7 Payment Terms
BUYER's payment for ARMs and ARM PARTS shall be net and wire
transferred to SELLER in US Dollars ($) sixty (60) days after
BUYER's receipt date of the Bill of Lading (B/L).
4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
4.1 Lead-Times
SELLER shall guarantee a lead-time of sixty (60) calendar days or
less for delivery of the ARMs. SELLER will make its best effort to
reduce lead times for particular orders where BUYER's ability to
make a sale is based on quick delivery. Delivery for lead-time
purposes is defined as the Bill of Lading date.
4.2 Purchase Order
Only actual signed BUYER Purchase Orders shall be considered as the
purchase commitment. SELLER shall promptly acknowledge all purchase
orders in writing via FAX or Email within two (2) working days,
allowing for weekends and Japanese holidays. In the event of
conflict between the individual BUYER purchase orders and/or SELLER
sales terms and conditions versus the clauses, requirements and
conditions of this agreement, the provisions of this agreement will
prevail.
4.3 Purchase Orders / Forecasts for Production Requirements
4.3.1 BUYER shall provide SELLER with a minimum of six (6) month
forecast, of which the first thirteen (13) weeks will be
scheduled for weekly shipments. SELLER will procure parts and
materials in support of meeting the required delivery
commitments specified on the BUYER's authorized purchase order
for ARMs and/or ARM PARTS.
4.3.2 SELLER shall promptly respond within two (2) working days to
BUYER's scheduled changes, indicating acceptance or closest
ship dates possible to actual scheduled dates.
4.3.3 SELLER shall provide a list of Long Lead Items with associated
leadtimes to BUYER that could materially impact the ARM
deliveries as scheduled by BUYER. Said lists shall be updated
and resubmitted to BUYER every six (6) months or more
frequently if leadtimes or items change.
4.3.4 BUYER shall not be committed to purchase any annual quantity or
dollar volume, nor any estimated or anticipated usage
quantities or dollar volume, regardless of any expressed or
implied verbal or written statements that may be communicated
to Seller either before issuance of this agreement or during
the term of this agreement. BUYER forecasts are provided for
information
Page 8 of 26
only and shall not be interpreted or construed as any form of
commitment by BUYER to accept ARM and/or ARM PARTS deliveries
beyond the authorized purchase orders.
4.4 Safety Stock
SELLER shall maintain materials and manufacturing capability to be
able to respond to BUYER's unplanned upswing in customer demand up
to thirty percent (30%) of current thirty (30) day purchase order
ship schedule. Said unplanned upswing purchase requirements must be
shippable within two (2) weeks.
4.5 Standard ARM Shipments
4.5.1 SELLER shall schedule the purchase of materials and
manufacturing to ensure ARM and ARM PARTS shipments are in
conformance with BUYER's delivery schedules.
4.5.2 SELLER shall recommend methods of transportation, based on
BUYER's deliver-to location and time constraints to meet
customer demand. SELLER will ship ordered ARM(s), based on
BUYER's authorized transportation method and contractual
delivery date(s). Refer to the paragraph entitled FOB, Method
of Shipment and Specified Carrier herein.
4.5.3 SELLER shall not deliver items in advance of BUYER required
delivery dates without prior approval. If earlier deliveries
are made, BUYER may elect to return the items at SELLER's
expense or hold the units and delay payment for a corresponding
period of time.
4.5.4 SELLER is only authorized to manufacture or otherwise incur
costs and deliver ARMs and PARTS based on BUYER approved
purchase orders.
4.6 Authorized Drop Ship Delivery
BUYER may elect to ship the ARMs and spare PARTS produced from
SELLER's factory directly to BUYER's (end user or system
integrator) customers. The conditions in paragraph entitled FOB,
Method of Shipment and Specified Carrier, herein, shall apply to
all drop shipments. SELLER will provide confirmation in writing
within 48 working hours with shipment tracking information (e.g.
actual ship dates, ship carrier, shippers way bill numbers)
necessary to confirm and track the progress of the shipment by FAX
transmission. All customer billing will be by BUYER to BUYER's
customer base.
5 Warranty
The warranty assumes that "normal use" occurs and the equipment is maintained to
specification.
5.1 Product Warranty
SELLER warrants that the products sold to BUYER under this
agreement will conform to the then current specifications published
and provided to SELLER for the ARM product for a period of eighteen
(18) months after the bill of lading date. Products will also be
warranted against any defect (including "latent defects") in
workmanship and material during the warranty period.
Page 9 of 26
5.2 Warranty Obligation of Complete ARMs
If an ARM is found to be non-conforming per the terms herein, BUYER
will notify SELLER and return the ARM at SELLER's expense. SELLER
shall use due diligence in performing any analysis or examination
of the ARM in a timely manner. The liability of the SELLER under
this warranty is limited to repairing or replacing non-conforming
ARMs at no charge to BUYER. SELLER shall deliver repaired or
replaced ARMs within fifteen (15) working days of receipt of the
ARMs.
5.2.1 In Warranty ARMs
SELLER shall be responsible for full cost of both PARTS and
labor, freight and related tariff/duties from BUYER to SELLER
and return.
5.2.2 Out of Warranty ARMs
SELLER shall advise BUYER of cost of repair work including
PARTS and labor, prior to performing repair or incurring any
related costs. BUYER shall evaluate cost of repair and
authorize either (1) proceed with rework/repair or (2) scrap in
place at SELLER's facility or return to BUYER, based on the
following time table for return shipment of the Out of Warranty
ARM:
Action Calendar Days
------ -------------
5.2.2.1 Assessment and Repair Cost Quote 15 days
5.2.2.2 Directly repairable in SELLER's factory 30 days
5.2.2.3 Repairable by a supplier to SELLER 60 days
5.3 Warranty Obligation of ARM PARTS
SELLER's warranty obligation will be to ship, at no charge to
BUYER, an exchange replacement within two (2) working days for any
field replacement part or subassembly found to be defective by
BUYER during the warranty period. BUYER will return or scrap
defective PARTS and or subassemblies at SELLER's direction. SELLER
will pay the cost of transportation in both directions for the
defective PARTS.
5.4 Dead On Arrival (DOA) and Infant Mortality Performance.
Dead On Arrival (DOA) and Infant Mortality Performance and Warranty
Coverage ARM PARTS and replacement PARTS that are DOA and infant
morality rates for 18 months should be less than 0.1% except for
abnormal transportation damage. Packaging must be able to withstand
normal industry shipping (air, ship, rail, and truck) requirements
for vibration, shock, temperature and humidity. If DOA and infant
mortality rates > 0.1%, BUYER will obtain labor expense at cost
(includes labor, travel and per diem expenses) from SELLER. A
notification of DOA in writing must reach SELLER within ten (10)
working days after the date of cargo arrival at BUYER's site or, in
case of direct shipping from SELLER to a customer, twenty (20)
working day at the customer's site. BUYER shall advise SELLER of
metrics used in monitoring DOA and infant mortality performance.
5.5 Re-manufactured and Repaired Replacement PARTS Warranty
All replacement PARTS that are re-manufactured and repaired shall
have the same life expectancy as a new part.
Page 10 of 26
5.6 BUYER Factory Repair
In order to be responsive to customer time constraints for repair
of ARMs, BUYER shall be authorized to perform maintenance and
repair of in-warranty and out of warranty ARMs. BUYER is authorized
to perform simple rework/repair of SELLER's in-warranty ARMs. BUYER
shall charge SELLER for rework/repair performed on in-warranty
ARMs at U.S. $60.00 per hour labor plus required spare PARTS at
BUYER's burdened cost. Any ARM requiring major rework/repair shall
be returned to SELLER, at SELLER's expense.
6 Arm Parts, Repair Service, and Maintenance
6.1 Spare or Replacement PARTS
All PARTS required for the ARMS sold to BUYER shall be listed in
the Spares Pricing Schedule. Refer to Appendix #3. All spares must
be fully tested and run in to demonstrate compliance with the
applicable Product, Test and Quality Specifications provided by
BUYER.
6.2 Spare Stock Levels
SELLER agrees to maintain a level of stock of spare and replacement
PARTS which will allow to ship emergency replacements of any part
within two (2) working days of notification via FAX. Notification
by BUYER for emergency PARTS shipment orders may be made via FAX or
telephone with only a BUYER Purchase Order number required.
Emergency shipments will be via air freight. BUYER will define in
the fax to whom and where to ship the part(s). BUYER will make best
efforts to advise and encourage their customers to maintain an
adequate level of replacement PARTS (spares) to support their
installed base of BUYER equipment.
6.3 Part Revision Control
SELLER agrees to maintain records of the revision levels for all
PARTS and relate the part revision level to the serial numbers of
all ARMs it ships to BUYER. These records are to be sent monthly to
BUYER with the latest updates. SELLER shall also keep BUYER
informed at all times of cases where the most current revisions of
any part cannot be used to replace a prior revision level of the
same part. When these cases exist, SELLER will stock sufficient
quantities of prior revision level PARTS to meet any future repair
requirements for products in the field. Both parties shall discuss
the update of prior revision spare PARTS in BUYER inventory, which
shall be returned to SELLER upon agreement.
6.4 Re-manufactured PARTS Usage
Only new PARTS can be employed in new products and new spares. Re-
manufactured or used PARTS can not be used for new product and
spare sales. SELLER may use either new or remanufactured PARTS to
replace warranty or out-of-warranty returns. Re-manufactured PARTS
can be used instead of repairing a returned part for repair unless
disallowed by BUYER. For this latter case, the BUYER's specific
part returned for repair must be repaired and returned if the part
returned is judged by SELLER as repairable within:
Page 11 of 26
Action Calendar Days
------ -------------
6.4.1 Assessment and Repair Cost Quote 15 days
6.4.2 Directly repairable in SELLER's factory 30 days
6.4.3 Repairable by a supplier to SELLER 60 days
6.5 SELLER shall segregate all reworked or used PARTS or products from,
the inventory of PARTS sold to BUYER for new product or spare PARTS
sales.
6.6 Spare Part Packaging
All products and spare PARTS will be individually packaged and in a
manner to prevent any shipping damage and allow safe storage and
handling of the individual PARTS in the unopened package. All
products and spare or replacement PARTS must have exterior markings
in English clearly show quantity, BUYER's part number, revision
level, and whether the spare part is "new" or "used" (usable only
for warranty and non-warranty replacement).
6.7 Packaging Labeling
SELLER will create packaging having external labeling that conforms
to trade mark and marketing identification requirements established
by BUYER.
6.8 RGA
6.8.1 In the event BUYER needs a used ARM to be refurbished, SELLER
will evaluate the used ARM upon receipt and submit a quote,
within fifteen (15) calendar Days from receipt, for the
refurbishment materials and labor, prior to incurring any
costs. Upon receipt of BUYER's authorization to proceed with
the work, via an approved purchase order, SELLER agrees to
repair the ARM based on the following time table for return
shipment of the used ARM to BUYER:
Action Calendar Days
------ -------------
6.8.1.1 Assessment and Repair Cost Quote 15 days
6.8.1.2 Directly repairable in SELLER's factory 30 days
6.8.1.3 Repairable by a supplier to SELLER 60 days
6.8.2 The BUYER may alternately request the used ARM be returned at
BUYER expense or disposed for scrap. Any scrap value will be
credited by SELLER to BUYER's account and/or, at BUYER's
request, salvageable PARTS shipped to BUYER. In the later case,
the paragraph entitled FOB, Method of Shipment and Specified
Carrier, herein, shall apply.
7 Product Change Management
7.1 Configuration Control
SELLER will formally notify BUYER in writing and obtain BUYER's
approval of any design change involving form, fit or function for
mechanical electrical, and their spare PARTS. BUYER will respond to
the change request within 30 days.
Page 12 of 26
7.2 Product Changes
If for any reason compatibility is not possible, the impact to
BUYER's customer base must be assessed and discussed with BUYER.
BUYER will expect that all spares will be upgraded within six (6)
months through a recycle program and all other PARTS will be
upgraded and/or replaced upon failure. These changes will be made
at SELLER's or BUYER's cost to be determined and agreed upon by
both companies
7.3 Configuration Revision Level Compatibility Matrix
SELLER will supply BUYER a revision level configuration
compatibility matrix to BUYER's specification covering the ARMs and
spare PARTS.
8 Obsolescence
8.1 Support Service
For all products sold to BUYER under this agreement, SELLER agrees
to support service and PARTS replacement for at least seven and 1/2
(7.5) years after notification to BUYER of product discontinuance.
8.2 Obsolescence Agreement
SELLER agrees to obtain BUYER's concurrence on the obsolescence on
any product and/or part covered by this agreement. If concurrence
can not be reached, SELLER agrees to maintain either repair service
or a new supply of the subject product and/or part for 7.5 years
from notification.
9 Documentation
SELLER will provide assistance in preparing manuscripts and
illustrations for the ARM product manuals, service requirements, or
other purposes requested by BUYER. Any documentation provided by SELLER
shall be in the form of electronic copy on three and one half inch
floppy disk with the format compatible with a PC Windows 95, Microsoft
Word, system software 6.0 or later, or via Email, as specified by
BUYER.
10 Inspection and Testing
10.1 Testing
10.1.1 SELLER agrees to test all products according to test procedures
and specifications contained in applicable BUYER Product
Specification, and BUYER Test Instructions, Adept 07560-00010,
provided as separate documents by BUYER. Further, as part of
the test procedure, SELLER agrees to calibrate each unit by
mutually agreed upon procedures which will be jointly
developed. Calibration and test, data developed through the
testing process will be uploaded to the File Transfer Protocol
(FTP) through BUYER's Company internet WEB Site. Any changes to
the documented test procedures or specifications referenced
above shall have BUYER'S approval before being incorporated
into the production process. Refer to Appendix #4.
10.1.2 BUYER to provide no cost controllers to SELLER in support of
SELLER's test capacity to meet BUYER delivery requirements with
controller spare parts to be provided by BUYER. The controllers
provided for this purpose shall be returned to BUYER at the
termination of this agreement.
10.2 Inspection
Page 13 of 26
BUYER shall inform SELLER of its plan on how to perform the initial
inspection of SELLER's manufacturing, testing and shipping
procedures of the ARMs at SELLER's facility. BUYER shall have the
right to periodically inspect SELLER's production process for
products sold to BUYER at SELLER's facility as mutually agreed upon
with reasonable notice before any visit. BUYER shall retain the
right to final test and acceptance of any product before it is
shipped from SELLER's facility.
10.3 Quality Data
SELLER agrees to provide monthly manufacturing quality,
manufacturing process and reliability data for the products covered
by this agreement. Refer to Appendix #4.
11 Indemnity
SELLER will defend at its expense any claim or suit brought against
BUYER, or any BUYER customer using products originally manufactured by
SELLER, based on claim that the use of any product delivered
constitutes an infringement of a patent, copyright, or any other
intellectual property right issued by a Country in which BUYER does
business. SELLER will indemnify BUYER and BUYER's customers from any
costs, damages and fees finally awarded against BUYER in an action
attributable to such a claim, including any legal fees incurred by
BUYER to defend itself. BUYER will notify SELLER for prior approval for
such legal action.
12 Product and Business Confidentiality
The partnership, product assembly and working relationship between
BUYER and SELLER are mutually considered a special relationship.
Information or disclosed knowledge may be considered by either party to
be Company Confidential, especially related to potential new products,
new or changing product markets and related business actions and
conditions. It is expected, as an integral part of the contractual and
partnership relationship, that such discussions, or transmitted or
otherwise disclosed information, should be treated as strictly Company
Confidential between both parties, their employees and applicable
suppliers. Neither party shall intentionally or unintentionally
discuss, disclose or otherwise transmit any product, product market or
other technical or business information with any third party, whether
company or individual, including marketing or advertising of its
relationship and/or photographs of processes or products, without the
specific advance knowledge and written consent of the other party to
this Contract.
12.1 Customer List Confidentiality
Since BUYER may, at any time, direct drop ship ARMs and spare PARTS
products from SELLER's factory to BUYER's customers; SELLER will
learn BUYER's customer base names and key contacts. SELLER will not
disclose to any outside party any information about BUYER's
customer base or business. SELLER is prohibited from using such
disclosed BUYER customer base names and key contacts to advertise,
promote, sell or market its own products through any verbal or
written or other transmitted medium without specific advance
written authorization of BUYER.
Page 14 of 26
12.2 BUYER Customer Contact and Business Competitive Restrictions
SELLER agrees not to use this relationship as a means to contact
any BUYER customer without the formal prior written agreement of
BUYER. If the customer relationship had been established by SELLER
prior to the execution this business agreement, this restriction
will not apply as long as the business is not in direct competition
of BUYER's existing or planned future business relationship with
the customer.
12.3 Exclusivity
12.3.1 The ARM contracted by BUYER to SELLER for manufacturing and
shipment under this Agreement is the exclusive design and
technology of the BUYER and the BUYER retains all rights to
market, sell, license and patent the design and product. SELLER
shall not have any rights to the product design or technologies
designed into the ARM product and the marketing, distribution
or otherwise sell the ARM Product.
12.3.2 SELLER, agrees not to sell or sell through a third party
spares, replacement PARTS and repair services or
re-manufactured products relative to the products supplied to
BUYER in competition with BUYER to BUYER's customers without
the written consent of BUYER.
12.3.3 Additionally, SELLER agrees not to enter into any agreement to
sell a manipulator ARMs of the same or similar type, size,
specification, and market use to any OEM customer or
integration firm for integration with any customer's controls.
SELLER agrees not to interfere or inhibit BUYER's efforts nor
ability to market and sell ARMS and ARM PARTS developed,
manufactured and delivered under this Agreement.
13 Proprietary Data
All Product or Parts Specifications, Drawings, Test Requirements and
Instructions or other documents provided by the BUYER to SELLER and
part of the relationship under this Agreement are the exclusive
property of BUYER and as such, shall be considered Company Confidential
by BUYER. SELLER shall not copy, duplicate or transfer any such
information for purposes other than may be required to perform to the
requirements of this Agreement. This Agreement and amendments thereto
and all documentation, written procedures, purchase orders, order
acknowledgments and/or written correspondence shall be considered
Company Confidential between the parties regardless of whether or not
the written documentation or correspondence is so marked. All business
and technical discussions between BUYER's and SELLER's employees shall
be considered Company Confidential and all information related to such
discussions shall not be forwared or transmitted in any form to or with
any other parties.
14 Technical Communications
Technical discussions related to this Agreement and related products
between the BUYER's and SELLER's engineering, manufacturing and/or
quality personnel, are hereby authorized to preclude misunderstandings
or misinterpretations. However, all changes in the contractual scope of
work, pricing or delivery schedule, materials or data related to this
Agreement shall be effective only if mutually agreed by a BUYER
purchase order change order and SELLER order acknowledgment, or a duly
executed amendment to this Agreement.
Page 15 of 26
15 Assignments and Delegations
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and assignees. Neither party
shall assign or delegate this Agreement or any rights, privileges or
obligations under this Agreement without the prior written consent of
the other party. Not withstanding the foregoing, no such consent shall
be required for any such assignment or delegation by a party which is
part of or incident to the sale or other transfer, whether by sale,
merger, consolidation, or other corporate reorganization, of all or
substantially all of such party's assets and business, so long as the
assignees or successor shall be a corporation owning or retaining all
or substantially all of such assets and business and shall have assumed
all of such party's obligations under this agreement except as the said
successors and assignees or their licenser, license, affiliated company
complete with the other party.
16 Term and Termination
16.1 InitialTerm
The Initial Term of this Agreement shall be thirty-six (36) months
from and after the Effective Date. Unless specifically formally
contested in writing by either party, this agreement will
automatically extend in twelve (12) month increments. This
agreement will not extend beyond ten (10) years. Given this
agreement is contested by either party, the contesting party shall
discuss with the other the extension or expiration of this
Agreement in good faith six (6) months prior to the initial
expiration date or next increment extension date. If both parties
cannot reach agreement, this Agreement will expire on said date.
16.2 Defaults
16.2.1 If the SELLER fails to meet the provisions of this Agreement,
including but not limited to the delivery schedule of the BUYER
required to satisfy its customer demand, the BUYER shall give
written Notice of Default to the SELLER. Upon receipt of the
Notice of Default, the SELLER shall have thirty (30) days to
cure the default, or be subject to Termination for Default.
16.2.2 In the event of Termination for Default by the SELLER, the
BUYER shall have the right to demand compensation equal to the
cost of developing and/or acquiring an alternate means of
manufacturing the ARM plus any lost opportunity for sales and
profit with its customers attributable to the Termination for
Default.
16.3 Warranty Liability After Termination
Termination shall not relieve SELLER of its obligations under the
Warranty Provisions of this Agreement in servicing products sold to
BUYER prior to the termination of this Agreement.
16.4 Business Failure or Inability to Perform
In the event SELLER's business activities begin to decline to the
extent that the financial condition affects its ability to deliver
fully compliant ARM products, or SELLER desires not to manufacture
and deliver ARMs or mechanical SCARA manipulator products, SELLER
shall so notify BUYER a minimum of at least 180 calendar days in
advance. BUYER shall retain the right to take whatever action it
deems necessary to protect its ability to deliver ARMs or ARM PARTS
or other related products to meet the demand requirements of its
customer base or other
Page 16 of 26
potential customers, including the right to take over manufacture
of the ARMs under this Agreement. SELLER will cooperate fully in
providing all tooling, fixtures and test equipment, either paid for
by BUYER or used exclusively in the manufacture and test of ARMs,
in a timely manner.
17 Force Majeure
Neither party shall be liable for any obligation under this Agreement
if fulfillment of any such obligation has been delayed, hindered, or
prevented by force majeure, including strikes, riots, civil commotion
or any circumstances beyond the reasonable control of the parties to
this Agreement, provided that the suspension of fulfillment of any
obligation under this Agreement shall be limited to the duration
necessary for removal of the effects of the force majeure.
18 Applicable Law, Jurisdiction and Venue, and Attorney's Fees
18.1 Law
This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California, U.S.A. BUYER and SELLER
will work out a fair settlement between the two parties. If one
cannot be reached, it will go to arbitration. This arbitration will
be held in the defending company's country in accordance with the
Rules of Conciliation and Arbitration of the International Chamber
of Commerce. The arbitration proceedings shall be binding and
conclusive upon the parties hereto.
18.2 Fees
Reasonable attorney's fees and costs shall be awarded to the
prevailing party in the event of arbitration involving the
enforcement or interpretation of the Agreement. Such fees and costs
shall be decided by the arbitrator(s).
19 Miscellaneous
19.1 This Agreement and all notices, reports, documentation, or other
communications shall be in English language, and in all case of any
conflict between the English version and any translated version of
this Agreement or any such communication, the English version will
govern.
19.2 Failure of either party to enforce a provision of this Agreement or
waiver by either party of a breach of a provision of this Agreement
shall not be construed as a waiver of a succeeding breach or
provision. If any provision is held to be invalid or unenforceable,
the invalidity shall not affect the validity of remaining
provisions. The parties may also agree to substitute for the
invalid provision, a valid provision that most closely approximates
the intent and economic effect of the valid provision.
20 Entire Agreement
This Agreement constitutes and expresses the entire agreement and
understanding between the parties hereto with respect to all the
matters herein referred to. All previous discussion, promises,
agreements, memoranda, representations, and understandings relative
thereto, if any, had between the parties hereto, are herein merged or
superseded.
Page 17 of 26
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be executed
in duplicate by their respective duly authorized representatives on the day and
year first below written and retained one copy respectively.
ADEPT TECHNOLOGY, INC HIRATA CORPORATION
Executed: /s/ Marcia R. Alstott Executed: /s/ Y. Hirata
-------------------------- ---------------------
Officer: MARCY ALSTOTT Officer: YASUNARI HIRATA
Title: Vice President, Operations Title: President, CEO
On: Jan. 20, 1999 On: Jan. 20, 1999
-------------------------- ---------------------
Hirata / Adept Partnership Agreement
To Reduce Cost of Cobra 600
Based on our discussions during Hirata's visit to Adept, Hirata agrees to
provide an invoiced cost reduction of seven percent (7%) on each Cobra 600
Robot, effective with shipments to Adept as of April 1, 2000.
Adept Technology graciously accepts Hirata's offer to reduce the cost of the
Cobra 600 Robots toward improving the marketability of the product to both
partners benefit.
Adept will provide a revised Step Margin Share Price Matrix to Hirata to reflect
the seven percent reduction.
Adept Technology Hirata Corporation
Robotics Division
/s/ Marcia R. Alstott /s/ Izumi Akiyama
- -------------------------- ---------------------
Marcy Alstott Izumi Akiyama
Vice President, Operations Plant General Manager
Date 1/21/00 Date 1/21/00
Adept / Hirata Subcontract Agreement
Cobra 600 Mechanical SCARA Manipulator
Appendix #1
Product Specification
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Product Spec Page 1 of 3
Adept / Hirata Subcontract Agreement
Cobra 600 Mechanical SCARA Manipulator
Appendix #1
Product Specification
****
Product Spec Page 2 of 3
Adept / Hirata Subcontract Agreement
Cobra 600 Mechanical SCARA Manipulator
Appendix #1
Product Specification
****
Product Spec Page 3 of 3
Adept / Hirata Subcontract Agreement
Cobra 600 Mechanical SCARA Manipulator
Appendix #1
Top View
[Graphic Goes Here]
Side View
[Graphic Goes Here]
Adept / Hirata Subcontract Agreement
Cobra 600 Mechanical SCARA Manipulator
Appendix #2
Step Margin Share Price Matrix
Effective July 1, 1999
Yen to US $ Cost
Exchange Rate As of Reduction
PO Issued Date (Using Base U/P Delta Payment thru
the "TO" Yen Rate) Base U/P Converted Delta Delta Sharing Adjusted Delta Adjusted Yen:$
to Yen in Yen Sharing Converted to Base U/P From Base U/P Devalue
(50/50) Dollars Base U/P With
@ US US US Margin
Yen ($) Yen Yen Yen ($) ($) Yen Sharing
- ------------------------------------------------------------------------------------------------------------------------------------
Adept Shared
**** Payment Savings
Rate
------- -------
Revised 4-21-99
Adept / Hirata Subcontract Agreement
Cobra 600 Mechanical SCARA Manipulator
Appendix #2
Step Margin Share Price Matrix
Yen to US $ Cost
Exchange Rate As of Reduction
PO Issued Date (Using Base U/P Delta Payment thru
the "TO" Yen Rate) Base U/P Converted Delta Delta Sharing Adjusted Delta Adjusted Yen:$
to Yen in Yen Sharing Converted to Base U/P From Base U/P Devalue
(50/50) Dollars Base U/P With
@ US US US Margin
Yen ($) Yen Yen Yen ($) ($) Yen Sharing
- ------------------------------------------------------------------------------------------------------------------------------------
**** Adept Shared
Payment Savings
Rate
------- -------
Revised 12-8-98
Page 22 of 26
Adept / Hirata Subcontract Agreement
Appendix #3
Spares Pricing Schedule
To Be Finalized by Both Parties
and
Provided Under Separate Cover
Page 23 of 26
Adept / Hirata Subcontract Agreement
Appendix #4
Quality Planning & Test Data Requirements
For the Adept Cobra 600 Mechanical SCARA Manipulator Product
Outline
1 Build andtest
1.1 Manufacturing product and process development.
1.2 Operator and process certification
1.3 Evidence of build and test
2 QC Inspection points
2.1 Electrical and functional tests
2.2 Visual inspection
3 Quality control information
3.1 Quality defect measurement.
3.2 Quality reporting
3.3 FTP site data transmission
4 Supplier Quality certification
4.1 Vendor qualification
4.2 Evidence of Acceptance
5 Closed loop corrective action
5.1 CAR Assignments
5.2 CAR closeouts
6 Continuous Improvement activities
7 Other
Page 24 of 26
Adept / Hirata Subcontract Agreement
Appendix #4
Quality Planning & Test Data Requirements
For the Adept Cobra 600 Mechanical SCARA Manipulator Product
1 Build and test
1.1 Manufacturing product and process development.
1.1.1 Product performance specifications and procedures
shall define the acceptance criteria for each
assembly and sub assembly.
1.1.2 Manufacturing instructions shall define the specific
detail assembly step sequences and required tooling.
1.1.3 Manufacturing and test documents shall contain the
required QC self and sequential checks to be
performed prior to releasing the sub assembly to the
next station.
1.1.4 Process standards for workmanship shall be available
and used by Hirata.
1.1.5 All process specifications shall be written
documents. Each assigned a part or process number and
under engineering control.
1.2 Operator and process certification
1.2.1 Zero tolerance for Defects. No acceptable defect
level.
Adept autotest is the vehicle to be used for
functional test of the cobra product. Products that
indicate test failure shall NOT be accepted by Hirata
and shipped to Adept without express approval from
Adept purchasing.
1.2.2 Operators and technicians shall be fully trained in
the specifics of the manufacturing/test instructions
and process requirements.
1.2.3 Operators shall be certified as being capable of
performing the required tasks.
1.2.4 Station output must be certified as complete by the
station operator prior to moving to the next build or
test station. Certification includes evidence of
acceptance stamp on material or traveler.
1.2.5 Units without the evidence of acceptance shall NOT be
accepted at the next assy or test station.
1.3 Evidence of build and test.
1.3.1 Each arm shall exhibit evidence of build and test
acceptance. This acceptance can include test stamps
on the product itself or on product certification
documentation that travels with the product.
Page 25 of 26
2 QC Inspection points
2.1 All QC check steps used to verify quality performance are to
be fully integrated and documented within the manufacturing
process. This includes:
2.2 Electrical or functional QC tests
2.2.1 Any tests required during assembly to verify
conformance to performance or other standards.
2.2.2 Functional tests as required and defined by the Cobra
test process document.
2.3 Visual inspection
2.3.1 Self-inspection: Every process will include
inspection checks of critical steps and parameters by
the person performing the task.
2.3.2 Sequential inspection: Sequential inspection is
employed to cross verify the quality of an employee
or work team. The immediate down stream process will
perform a check (sample or 100% depending upon the
process) of the quality of the upstream process. The
down stream process will not proceed until the
product is accepted.
2.3.3 Out of Box QC visual audit: The out of box QC visual
audit is a 100% non functional inspection performed
prior to shipment. This inspection shall be cover:
2.3.4 Product built in compliance to manufacturing and test
documentation and includes the appropriate acceptance
checklists and other evidence of acceptance.
2.3.5 Product cosmetic workmanship, packaging and labeling
compliance.
3 Quality Control Information
3.1 Quality defect measurement shall be accomplished in two ways:
3.1.1 Real time quality measurement
3.1.1.1 Pareto charts of defects
3.1.1.2 Product test performance charts
This activity is used to prevent defects.
Trend charts and SPC charts with defined
limits shall be used during the product test
to monitor key assembly variables.
3.1.2 Historical quality performance measurement.
3.1.2.1 Defect Tracking
3.1.2.2 Yield run charts
This activity is designed to collect data
over time. All defects are to be documented
and entered into a data base for performance
measurement reports. This data will form the
backbone for quality and yield improvement
and corrective action.
Page 26 of 26
3.2 Quality information reports shall be distributed as follows:
Monthly; Pareto Failures; Time to Fail;
Product Yield; Open Corrective Actions.
3.3 FTP site data transmission
3.3.1.1 RSC and functional test data shall be
uploaded to the FTP site prior to shipment
of the arm to Adept.
4 Supplier Quality Certification
4.1 All suppliers are held responsible for the quality of the
materials supplied to Adept. Within this policy, the following
specifics apply:
4.1.1 Vendor qualification
4.1.1.1 Production suppliers shall be approved and
in current use. New supplier candidates
shall be formally approved for production
prior to use.
4.2 Evidence of Acceptance
4.2.1 All custom cables shall have evidence of test
documented on each of the individual cables. Multiple
test requirements (Hipot, continuity etc.) requires
multiple test stamps
4.2.2 All motors or other procured products shall have
evidence of test stamped on each item. Multiple tests
require multiple test stamps.
5 Closed loop corrective action
5.1 Internal and supplier caused defects shall be documented and
processed using a closed loop corrective action system. This
system is designed to define the problem, responsible
department and action required.
5.2 CAR Assignments
5.2.1 All CAR's will be received and reviewed by the work
area manager or supervisor. CAR assignments shall be
made per the following options:
5.2.2 Improvement team
5.2.3 Area manager/Supervisor assignment
5.3 CAR closeouts
5.3.1 All CAR's shall be closed out in writing with the
appropriate improvement team or area manager
signature of completion.
6 Continuous Improvement activities
6.1 Improvement teams will be identified covering all key areas of
the manufacturing and test process. The area manager is
responsible for coordinating this team activity.
6.2 Improvement teams and the area supervisor will be accountable
for establishing corrective actions for workmanship type
quality problems.