AGREEMENT
Agreement made and entered into by and between ADEPT Japan Co., Ltd.
(hereinafter called "ADEPT JAPAN") and SILMA Division of AdeptTechnology, Inc.
(hereinafter called "SILMA") for sublicensing of use of software copyrighted and
owned by Sony and licensed to ADEPT JAPAN.
Article 1 DEFINITIONS.
1. Subject product means production simulation software of SILMA (SILMA
product name: Production PILOT family).
2. DAC means the assembly/dissassembly capability evaluation & design method
software developed by Sony, patentable and copyrighted by Sony.
3. Sublicensed software means DAC software, modified to software object code
for the purpose of incorporation into the subject products and specified in
attachment 1.
4. Manual means relevant documents such as the operating manuals, etc. in
Japanese and English copyrighted by Sony for the licensed software,
specified in attachment 2.
5. Consulting means seminars including technical training on the sublicensed
software to be conducted for the intended purchasers of the subject
products or the purchasers of the subject products, specifically, seminars
for technical training on the technique for evaluating only the assembly
capability of electronic instrument, precision equipment, etc., in the
design stage thereof (hereinafter called "assembly capability seminar") and
seminars for technical training on the technique for evaluating both of the
assembly capability and disassembly capability of electronic instrument,
precision equipment, etc., in the design stage thereof (hereinafter called
"assembly/disassembly capability seminar").
6. Client means corporations to receive consulting.
7. Consulting material means the documents copyrighted by Sony for use in the
consulting, specified in attachment 3.
Article 2 SUBLICENSE OF RIGHTS.
1. ADEPT JAPAN hereby grants an exclusive sublicense to SILMA to copy the
licensed software in the form of object code, incorporate it in the subject
products and sell, have sold and distribute the same.
2. ADEPT JAPAN also grants an exclusive sublicense to SILMA to conduct
consulting on the sublicensed software.
3. ADEPT JAPAN further grants an exclusive sublicense to SILMA to use, copy,
sell, have sold and distribute the manual as part of the use of the
sublicensed software under subparagraph 1 above and as part of the
consulting under subparagraph 2 above, and further to convert to and copy
in other languages to the extent it is necessary for such use.
4. ADEPT JAPAN also grants an exclusive sublicense to SILMA to use, copy,
sell, have sold and distribute the consulting materials as part of the
consulting under subparagraph 3 above and to convert to and duplicate in
other languages to the extent it is necessary for such use.
Article 3 Disclosure of Training Method in Consulting and Technological
Assistance
**** - Indicates confidential information that has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.
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1. ADEPT JAPAN shall disclose to SILMA training method on the use of the
sublicensed software necessary for conducting consulting by SILMA
(hereinafter called "training method").
2. ADEPT JAPAN shall, in addition to disclosing training method set forth
above and when requested by SILMA, request SONY with such technological
information necessary for conducting consulting by SILMA and assist SILMA
as Sony may think fit.
Article 4 Management of Information
1. ADEPT JAPAN shall disclose to SILMA such technological information, loan
such technological materials and provide SILMA with such advises as may be
deemed necessary for the fulfillment of this agreement.
2. SILMA shall manage the technological information and technological
materials disclosed or provided by Sony/ADEPT JAPAN under the preceding
subparagraph as well as the preceding article with proper care as a bona
fide custodian, and shall not use, assign or otherwise dispose of such
information and materials to anyone other than Client for any other purpose
than stipulated herein. Furthermore, SILMA shall, promptly return such
technological information, technological materials, etc. to SILMA, when so
requested by ADEPT JAPAN per SONY's instruction.
3. SILMA shall manage the master disks of the licensed software, manuals and
consulting materials, plus conversions to and duplications in other
languages with proper care as a bona fide custodian, and shall not use such
for any other purpose than stipulated herein.
Article 5 Maintenance of Characteristics and Consistency of Consulting
1. SILMA shall, for maintaining the characteristics and consistency of
consulting, observe the training method to be disclosed under subparagraph
1 of Article 3.
2. Sony shall, when the content of consulting conducted by SILMA or by ADEPT
JAPAN is found to be in conflict with the maintenance of characteristics
and consistency of consulting, so notify ADEPT JAPAN for improvement
thereof, and SILMA and ADEPT JAPAN shall immediately comply with such
notice.
Article 6 Consideration
SILMA shall pay ADEPT JAPAN the following fees (excluding consumption tax) in
consideration of the sublicense granted under Article 2:
(1) **** per one subject product incorporating the sublicensed software
sold by SILMA to client.
(2) **** per one attendant to assembly capability seminar conducted by
SILMA for client.
(3) **** per one attendant to assembly/disassembly capability seminar
conducted by SILMA for client.
Article 7 Reporting and On-Spot Inspection
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1. SILMA shall, during the term of this agreement from the day of commencement
of distribution of the licensed software to third parties, submit a report to
Sony and ADEPT JAPAN within 30 days after the finish of each semiannual term
ending at the end of April and October respectively, listing the quantity,
customers, date of sale and sales price for each differently named product of
the subject products sold by SILMA to third parties during such term, names
of clients, kind of seminar, date of seminar conducted, number of attendants
and place of seminar of the consulting conducted by SILMA during said term
and the fees calculated according to Article 6, (hereinafter called "seminar
report").
2. SILMA shall retain the seminar report and the books and records on the
seminar report set forth in the foregoing subparagraph (hereinafter
collectively called "books and records") at least for 3 years after payment
of the fees to ADEPT JAPAN stipulated in Article 8. SILMA hereby agrees to
have independent certified public account and attorney appointed by Sony to
audit such books and records in order to verify the validity of the amount of
payment of such fees under this agreement, when so requested by Sony, only
once a year during such period, during the working hours of SILMA. Sony shall
be liable for the expense required for such audit. If, however, audit reveals
that the amount of fees reported and paid to Sony for and during the period
subject to such audit is less than the amount calculated according to Article
6, SILMA shall pay Sony via ADEPT JAPAN the amount of such deficiency plus
late payment interest set forth in Article 8, and if the amount of such
deficiency is 5% or more than the amount of such fees, SILMA shall be liable
for payment of such audit expense to Sony via ADEPT JAPAN.
Article 8 Method of Payment
SILMA shall, within 45 days after the end of the semiannual period set forth in
subparagraph 1 of the preceding article (hereinafter called "payment due date"),
pay ADEPT JAPAN through bank transfer to the account of ADEPT JAPAN the total
amount of fees (excluding consumption tax) for semiannual period calculated
according to Article 6 plus the total amount of consumption tax assessed on such
total amount of fees. If, however, SILMA fails to make such payment before the
payment due date, SILMA shall pay ADEPT JAPAN a late payment interest at the
rate of 10% per year for such period of late payment to be paid to SONY.
Article 9 No Assumption of Guarantee, etc.
1. Sony and ADEPT JAPAN shall not assume any responsibility whatsoever for any
defects of the licensed software.
2. Sony shall correct all errors in manuals and consulting materials
immediately if any errors are found.
3. Sony shall not make any guarantee whatsoever that the consulting provided
by SILMA and ADEPT JAPAN will produce any expected benefit for clients
using the licensed software as result of such use.
4. SILMA shall, if any dispute arises with third parties on the execution of
the rights granted to SILMA according to Article 2, settle such dispute at
its own expense and with its own responsibility, and Sony shall not assume
any responsibility whatsoever.
5. SILMA shall promptly notify Sony and ADEPT JAPAN upon finding unauthorized
use of the licensed software, manuals and consulting materials as well as
conversions thereof in other languages or infringement of rights by third
parties which SILMA is aware have been derived from seminars provided by
SILMA, and shall make best efforts to eliminate any damage arising
therefrom.
Article 10 Revision Update
1. When DAC is revised including "Manual" revisions, "Consulting Material"
revisions, SONY shall
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inform SILMA and ADEPT JAPAN immediately.
2. With respect to above DAC revision change, when SILMA determines the
necessity of modification to sublicensed software, SILMA shall have the
right to modify sublicensed software within the scope of this agreement.
Incidentally, so modified sublicensed software shall be included in the
sublicensed software.
3. If SILMA requests conversion of "Manual" to other languages, and if Sony
agrees that such is necessary, SILMA shall have a right to conduct such
conversion.
Article 11 Confidentiality
1. SILMA shall not disclose to other parties any business and confidential
technological information of Sony obtained and learned in connection with
this agreement without obtaining advance written consent of Sony.
2. SILMA may disclose to client only the necessary information for conducting
consulting (hereinafter called "necessary information") from among the
training method disclosed by Sony and technological information provided by
Sony according to Article 3. SILMA shall, however, obtain a non-disclosure
agreement from client to keep confidential the necessary information
disclosed by SILMA, and to guarantee compliance by client with such
confidentiality.
Article 12 Prohibition of Disposition of Contractual Position
SILMA may not dispose of the contractual position of this agreement as well as
the rights and obligations arising therefrom by way of transfer, assignment or
otherwise.
Article 13 Termination of Agreement
1. ADEPT JAPAN may terminate this agreement without making any notice to SILMA
whatsoever at any time during the term hereof in case of occurrence of any
of the following:
(1) when business license of SILMA or ADEPT JAPAN or business of SILMA or
ADEPT JAPAN has been canceled or suspended by relevant authorities;
(2) when drafts or checks drawn by SILMA or ADEPT JAPAN have become
uncorrectable or when SILMA or ADEPT JAPAN have fallen into a state of
insolvency;
(3) when SILMA or ADEPT JAPAN have applied for bankruptcy, for commencement
of liquidation, for commencement of special winding-up, for
commencement of compromise with creditors, or commencement of corporate
rehabilitation, under the Commercial Code;
(4) when the financial situation of SILMA or ADEPT JAPAN has seriously
deteriorated or when there is a reasonable cause to believe that such
is likely, such as when ADEPT JAPAN has been subjected to temporary
seizure, temporary injunction or involuntary disposition by action of
third parties;
(5) when ADEPT JAPAN has been subjected to dissolution, merger or
assignment of major business thereof.
2. ADEPT JAPAN may terminate this agreement in case of contravention of this
agreement by SILMA or in case of nonfulfillment by SILMA of its obligations
in spite of request for fulfillment thereof within a
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reasonable period of time.
3. In case of occurrence of any of the causes for cancellation of this
agreement set forth in subparagraph 1 of this article, or in case of
cancellation set forth in the preceding subparagraph, all the liabilities
of SILMA owed to ADEPT JAPAN shall thereupon be deemed due as a matter of
course.
4. The termination of this agreement under the provision of this article shall
not prejudice the claim of SONY/ADEPT JAPAN for payment of damage by SILMA.
5. In the event ADEPT JAPAN is in a curable material breach of, or fails to
perform a material obligation under this agreement, then SILMA may, by
notice to ADEPT JAPAN, require the breach to be cured or the obligation to
be performed. If, within thirty (30) days of the receipt of such notice,
ADEPT JAPAN fails to undertake a reasonable course of action to cure such
breach, or fails to perform such obligation, SILMA may, by notice,
terminate the rights under this agreement.
Article 15 Term of Agreement
1. The term of this agreement shall be for one year from January 4, 2000;
however, unless either Sony or SILMA notifies the other party in writing of
its intention to terminate this agreement not later than three (3) months
before the date of expiration of this agreement, this agreement shall be
extended for a further period of one year with the same terms and
conditions, and similarly extended thereafter.
2. The foregoing provision notwithstanding, the provisions of subparagraph 2
of Article 7, Article 9, Article 11, Article 13 and Article 16 shall
survive the termination of this agreement.
Article 16 Steps After Termination of Agreement
1. In case of termination of this agreement according to the foregoing
article, the licensed software duplicated by SILMA remaining unsold as of
the time of termination hereof (hereinafter called "unsold licensed
software") shall be deemed to have been sold to third parties as of such
time, and SILMA may sell the unsold licensed software even after the
termination of this agreement according to subparagraph 1 of Article 2,
provided payment shall be made by SILMA to ADEPT JAPAN of fees calculated
according to Article 6.
2. SILMA shall, within thirty (30) days after termination of this agreement,
provide ADEPT JAPAN with the seminar report set forth in Article 7 and with
payment set forth in Article 8.
Article 17 Mutual Consultation
Sony, SILMA and ADEPT JAPAN shall, in case of dispute or question between both
parties on matters not specifically stipulated herein or arising out of this
agreement, consult with each other based on good faith and settle such dispute
or doubt on each occasion.
In WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf by its duly authorized representative.
SILMA Division of Adept Technology ADEPT JAPAN
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By: By:
------------------------------------ -------------------------------------
Name: Name:
---------------------------------- -----------------------------------
Title: Title:
--------------------------------- ----------------------------------
Date: Date:
--------------------------------- ----------------------------------
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Attachments:
1. Licensed Software
- DAC-CAD Link System
- Other software decided separately between SILMA and ADEPT JAPAN
2. Manual
- DAC Manual (Design for Assembly/Disassembly Cost-effectiveness Manual)
- DAC Exercise
- Other related material to be decided separately between SILMA and ADEPT
JAPAN
3. Text Book for Consulting
- DAC Instructor Manual
- Other related material to be decided separately between SILMA and ADEPT
JAPAN
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DAC sublicense contract between SILMA and ADEPT/JAPAN based on the
SONY/ADEPT JAPAN contract
behalf by its duly authorized representative.
SILMA Division of Adept Technology ADEPT/JAPAN
By: /s/ Marcia R. Alstott By: /s/ Kunio Yoshida
Name: Marcia R. Alstott Name: KUNIO YOSHIDA
Title: V.P. of Operations Title: President
Date: Sept. 26, 2000 Date: Sept. 26, 2000
/s/ Albert D. Pedrazza
Albert D. Pedrazza
GM SILVA
Sept. 26, 2000