EXHIBIT 10.29
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Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
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AMENDMENT ONE TO MANUFACTURING AGREEMENT
This AMENDMENT ONE to the Manufacturing Agreement (the "Amendment") is effective
as of the 16th day of January 2006 ("Effective Date"), by and between
Flextronics International Marketing (L) Ltd. (the successor to Flex
International Marketing, Ltd.), a Malaysian corporation with its principal place
of business at Level 1, Lot 7, Block F, Saguking Commercial Building, Jalan
Patau-Patau, 87000 Federal Territory of Labaun, Malaysia ("Flextronics") and RSA
Security Inc. (formerly Security Dynamics Technologies, Inc.), a Delaware
corporation with its principal place of business at 174 Middlesex Turnpike,
Bedford, Massachusetts 01730 ("RSA").
RECITALS
WHEREAS, Flextronics and RSA are parties to a certain Manufacturing Agreement,
dated June 11, 1996 ("Agreement"); and
WHEREAS, Flextronics and RSA each now desire to amend the Agreement to permit
Flextronics to program the Products that Flextronics currently manufactures for
RSA as set forth herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and in
consideration of the mutual covenants and agreements set forth in this
Amendment, hereby agree as follows:
1. MODIFICATION OF THE AGREEMENT. Flextronics and RSA agree to modify
certain of the terms and conditions of the original Agreement, as set
forth in this Amendment. From and after the Effective Date of this
Amendment, the term "Agreement" shall mean the original Agreement as
amended herein. Terms used but not otherwise defined in this Amendment
have the meanings set forth in the original Agreement. Except as modified
by this Amendment, the original Agreement remains unchanged and in full
force and effect. The parties have attached hereto as "Exhibit 1" the
original Agreement.
1.1. GLOBAL MODIFICATION TO THE AGREEMENT: Security Dynamics
Technologies, Inc. ("Security Dynamics") is changed to RSA
Security Inc. ("RSA").
1.2. ADDITIONAL DEFINITION: RSASub means RSA Security Ireland Limited,
a wholly-owned subsidiary of RSA Security Holdings Ltd., which is
a wholly-owned subsidiary of RSA and RSA Security Japan Ltd.,
which is a wholly-owned subsidiary of RSA. FOB point remains as
defined in section 5.4 of the original Agreement.
1.3. MODIFICATION OF SECTION 2.0 TITLED "AGREEMENT TO MANUFACTURE."
1.3.1. Subsection 2.1 titled "Agreement to Manufacture, Quality
and Price" is hereby amended as follows:
1.3.1.1. The first sentence of subsection 2.1 is deleted in
its entirety and replaced with the following:
"During the term and any subsequent terms hereof,
Flextronics agrees to manufacture, program (as set
forth below in subsection 2.1.1), sell and deliver
to RSA and RSASub (or deliver to third parties as
instructed by RSA or RSASub) and RSA and RSASub
agree to purchase and accept from Flextronics
various tokens (the "Products")."
1.3.1.2. The following new subsection 2.1.1 titled "Product
Programming" is added to Section 2.0:
"2.1.1 Product Programming. Flextronics will, in
addition to manufacturing Products, program such
Products as requested by RSA or RSASub from time
to time ("Product Programming"). Flextronics shall
perform Product Programming in accordance with the
procedures set forth in Exhibit 2 titled "Product
Programming and Data Handling Security Procedures"
which is hereby incorporated by reference."
1.4. MODIFICATION OF SECTION 4.0 TITLED "SET-UP EXPENSES; PROPERTY."
1.4.1. Subsection 4.1 titled "General" is hereby amended as
follows:
1.4.1.1. The first sentence of subsection 4.1 is deleted in
its entirety and replaced with the following:
"Flextronics will be required to engage certain
engineers and other third parties to assist
Flextronics in preparing to manufacture and in the
manufacturing (excluding Product Programming) of
the Products and in performing its other
obligations under this Agreement (the "Set-Up
Services") and to acquire and/or license certain
tooling, machinery, equipment, fixtures and other
property in connection with the manufacture
(including but not limited to the RSA Product
Programming Equipment set forth on Exhibit 3
titled "Product Programming Equipment"
incorporated herein by reference and RSA Product
Programming Intellectual Property identified in
Exhibit 4 titled "RSA Product Programming
Intellectual Property", (collectively the "RSA
Product Programming Property")) of the Products
(the "Set-Up Property")."
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1.4.1.2. The following new subsection 4.1.1 titled "RSA
Product Programming Intellectual Property; Limited
License Grant" is added to Section 4.0:
"4.1.1 RSA Product Programming Intellectual
Property; Limited License Grant and Restrictions.
4.1.1.1 RSA Product Programming Intellectual
Property. In order to perform the Product
Programming, Flextronics shall only use the RSA
Product Programming Property.
4.1.1.2 License Grant and Restrictions.
Subject to all terms and conditions of this
Agreement, RSA grants to Flextronics during the
term, the nonexclusive, nontransferable, revocable
right and limited license to use the RSA Product
Programming Intellectual Property solely with the
RSA Product Programming Equipment solely to
perform Product Programming for RSA and RSASub at
Flextronics' facility in Doumen, China. OTHER THAN
AS PERMITTED IN SECTION 8.6.1, FLEXTRONICS SHALL
NOT APPOINT ANY OTHER PERSON, FIRM, OR ENTITY AS A
SUB-CONTRACTOR OR AGENT TO UNDERTAKE ITS PRODUCT
PROGRAMMING OBLIGATIONS. FLEXTRONICS SHALL NOT
LOAD THE RSA PRODUCT PROGRAMMING INTELLECTUAL
PROPERTY ONTO ANY EQUIPMENT OTHER THAN THE RSA
PRODUCT PROGRAMMING EQUIPMENT AND SHALL NOT LOAD
ANY SOFTWARE OTHER THAN THE RSA PRODUCT
PROGRAMMING INTELLECTUAL PROPERTY AND OPERATING
SYSTEM ONTO THE RSA PRODUCT PROGRAMMING EQUIPMENT.
FLEXTRONICS SHALL NOT, FOR ITSELF, ANY AFFILIATE
OF FLEXTRONICS OR ANY THIRD PARTY SELL,
SUBLICENSE, ASSIGN, OR TRANSFER THE RSA PRODUCT
PROGRAMMING PROPERTY, EXCEPT AS EXPRESSLY
PERMITTED UNDER EXHIBIT 2 OF THIS AGREEMENT,
DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, MODIFY
OR OTHERWISE CHANGE THE RSA PRODUCT PROGRAMMING
PROPERTY, COPY THE RSA PRODUCT PROGRAMMING
INTELLECTUAL PROPERTY, OR REMOVE FROM THE RSA
PRODUCT PROGRAMMING PROPERTY ANY LANGUAGE OR
DESIGNATION INDICATING THE CONFIDENTIAL NATURE
THEREOF OR THE PROPRIETARY RIGHTS OF RSA PRODUCT
PROGRAMMING PROPERTY OR ITS SUPPLIERS IN SUCH
ITEMS."
1.4.2. Subsection 4.3 titled "Ownership of Set-Up Property and
Documentation" is hereby amended as follows:
1.4.2.1. The following text is inserted after the last
sentence in subsection 4.3:
"Notwithstanding the foregoing with respect to the
RSA Product Programming Property, as between
Flextronics and RSA, RSA does and shall continue
to own all right, title and interest in and to the
RSA Product Programming Property and all of its
patents, marks, copyrighted works, confidential
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information, rights in goodwill, whether
registrable or otherwise, and trade secrets, and
applications and the right to make applications
for any of the above rights, and any other
intellectual property ("RSA Intellectual
Property") that may be provided by RSA to
Flextronics hereunder, including any modifications
or derivative works thereof. Flextronics
acknowledges that RSA considers the RSA Product
Programming Property constitutes proprietary and
confidential information and trade secrets which,
as between Flextronics and RSA, are the sole and
exclusive property of RSA or its licensors and
that the RSA Product Programming Intellectual
Property is protected by U.S. patent, copyright,
trade secret and/or similar laws and certain
international treaty provisions. This Agreement
does not transfer or convey to Flextronics or any
Customer or third party any right, title or
interest in or to the RSA Product Programming
Property or any associated RSA Intellectual
Property, but only a limited right of use as set
forth the Exhibit 2, revocable in accordance with
the terms of this Agreement."
1.5. MODIFICATION OF SECTION 5.0 TITLED "TERMS AND CONDITIONS."
1.5.1. Subsection 5.7 titled "Security" is hereby amended as
follows:
1.5.1.1. Subsection 5.7.1. titled "Security" is amended to
insert the text ", Product Programming, RSA Product
Programming Property" after the first occurrence of
the word "assembly".
1.5.1.2. Subsection 5.7.1 titled "Security" is further amended
to include the following sentence at the end of the
current clause:
"Additionally, with respect to Product
Programming, Flextronics shall adhere to the
security processes and procedures set forth in
Exhibit 2."
1.6. MODIFICATION OF SECTION 6.0 TITLED "DEFAULT; TERMINATION."
1.6.1. Subsection 6.1 titled "Default" is hereby amended to
include the following at the end of the current section:
"Notwithstanding the foregoing, if Flextronics
fails to comply with the requirements of this
Amendment and Exhibit 2 and such failure continues
unremedied for a period of seven calendar days
after the date of delivery of written notice by
RSA/RSASub, Flextronics and RSA shall in good
faith work together to develop and agree upon a
plan to remedy such failure within fourteen days
of the original notice by RSA/RSASub."
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1.7. MODIFICATION OF SECTION 7.0 TITLED "PROPRIETARY RIGHTS;
INDEMNIFICATION."
1.7.1. The following new subsection 7.2.1 is added to Section 7.2:
"7.2.1. In addition to the foregoing, with respect to
Product Programming, Flextronics agrees to indemnify
RSA and RSASub for any third party claims, including
reasonable attorneys' fees for defending those
claims, arising out of (a) Flextronics' performance
of Product Programming other than in accordance with
the procedures provided by RSA; (b) Flextronics
breach of its obligations under this Agreement with
respect to Product Programming or the RSA Product
Programming Property; or (c) Flextronics gross
negligence or intentional misconduct. The indemnity
provided in the immediately proceeding sentence does
not apply to claims solely relating to the failure of
a Product to function as intended; such claims shall
be governed by the warranty in section 5.8 of the
Agreement. All references to Flextronics as
pertaining to the performance of Product Programming
or breach of its obligations thereof shall apply to
subsidiaries of Flextronics as appropriate. In the
event of a claim pursuant to this section 7.2.1,
RSA/RSASub shall assume and direct the investigation,
preparation, defense and/or settlement of the claim.
Flextronics shall contribute up to US$5,000,000 to
RSA/RSASub in order to pay for the costs, damages,
judgments, settlement and attorney's fees resulting
from or arising out of any such claim. Flextronics
shall reasonably cooperate with RSA/RSASub in the
defense and/or settlement of any such claim.
Irrespective of the limitations of liability
specified in section 5.8.3, the US$5,000,000 limit
applies to claims pursuant to this section 7.2.1."
1.8. MODIFICATION OF SECTION 8 TITLED "MISCELLANEOUS."
1.8.1. Subsection 8.1 titled "Confidentiality" is hereby amended
to include the following sentence at the end of the current
clause:
"Each party shall provide notice to the other party
in advance of any disclosure pursuant to government
action to enable the party subject to the disclosure
to consider protective measures."
1.8.2. Subsection 8.6 titled "Assignment" is hereby amended to
include the following new subsection 8.6.1 titled
"Subcontracting:"
"8.6.1 Subcontracting. Flextronics may not
subcontract the performance of any of its Product
Programming and data handling obligations under this
contract to third parties or subsidiaries without the
express prior written consent of RSA, such consent
not to be unreasonably withheld or delayed."
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through the signatures of their duly authorized representatives as set forth
below.
RSA SECURITY INC. FLEXTRONICS INTERNATIONAL
MARKETING (L) LTD.
BY: /s/ Arthur W. Coviello, Jr. BY: /s/ Manny Marimuthu
-------------------------------- ---------------------------------
NAME: Arthur W. Coviello, Jr. NAME: Manny Marimuthu
TITLE: Chief Executive Officer TITLE: Director
and President
DATE: January 20, 2006 DATE: 1/16/06
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EXHIBIT LIST
Exhibit 1 - Manufacturing Agreement dated June 11, 1996
Exhibit 2 - Product Programming and Data Handling Security Procedures
Exhibit 2A - Example Product Quote
Exhibit 3 - RSA Product Programming Equipment
Exhibit 4 - RSA Product Programming Intellectual Property
Exhibit 1
MANUFACTURING AGREEMENT
This Agreement is entered into as of June 11, 1996, by and between Security
Dynamics Technologies, Inc., a Cambridge corporation with its principal place of
business at One Alewife Center Cambridge, MA, 02140-2312 USA ("Buyer"), and
Flex International Marketing (L) Ltd., a corporation having its business
address c/o 514 Chai Chee Lane, #04-13, Singapore 469029 ("Flextronics").
RECITALS
WHEREAS, Security Dynamics wishes to have Flextronics manufacture for
Security Dynamics, and Flextronics is willing to so manufacture for Security
Dynamics, certain products as specified in Exhibit "A".
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, Security Dynamics and Flextronics hereby agree as follows:
1.0 Term.
1.1 Initial Term. The initial term of this Agreement shall commence on the
date hereof and shall terminate on June 1, 1998, unless this Agreement is
terminated earlier under Section 6.0 hereto.
1.2 Automatic Renewal. After the expiration of the initial term hereunder
(unless this Agreement has been terminated under Section 6.0 hereto), this
Agreement shall be automatically renewed for separate but successive one-year
terms. Subject to Section 6.0 hereto, each party shall have the right to
terminate this Agreement at any time after the expiration of the initial term by
providing nine (9) months prior written notice to the other party of the
exercise of such termination right.
2.0 Agreement to Manufacture.
2.1 Agreement to Manufacture; Quantity; Price. During the initial term and
any subsequent terms hereof, Flextronics agrees to manufacture, sell, and
deliver to Security Dynamics and Security Dynamics agrees to purchase and accept
from Flextronics various Tokens (the "Products") in the quantities and at the
prices as hereinafter provided. During the initial term hereof, the Products
shall be as specified in Exhibit A hereto and the quantities and the prices
shall be as set forth in Exhibit B hereto. Said Products, quantities and prices
(Exhibits A and B) shall continue in effect for subsequent terms hereunder
unless otherwise modified pursuant to Sections 2.2 and 8.5 hereto. Pricing is
related to volumes ordered per pricing model in exhibit B.
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2.2 Period Review of Price. Security Dynamics acknowledges that the prices
of the Products as set forth on Exhibit B hereto are based in part on
Flextronics' costs of manufacturing the Products, including, without limitation,
Flextronics' cost of labor, components and overhead. During the initial term and
any subsequent terms hereof, Flextronics and Security Dynamics agree to
periodically review in good faith the prices set forth on Exhibit B and to make
appropriate adjustments to said prices to reasonably reflect any changes in
Flextronics' costs of manufacturing the Products. In particular, if the cost of
any component Flextronics uses to manufacture any Product hereunder increases or
decreases by more than five percent (5%) from the cost of the component at the
time of entering into this Agreement (or the time of the latest price adjustment
pursuant to this Section 2.2, if appropriate), then an appropriate adjustment
shall be made to the price for each unit of the Product incorporating such
component. The following price increases shall not apply to any cost associated
with any indirect cost such as labor and/or test time. If Flextronics
experiences any increase by more than 5% and wishes to revisit the pricing.
Security Dynamics shall have the right to audit all components suppliers
proposals and invoices.
2.3 Cost Reduction Program. During the term of this agreement Flextronics
will attempt to reduce the cost of the Products. At the end of each three month
period, Flextronics will attempt to use its best efforts to reduce the cost of
the Products by 2% of the original price.
3.0 Order Requirements.
3.1 Purchase Orders. Security Dynamics will order Products by purchase
order which will set forth specifics as to ordered and forecasted amounts and
ship dates. On or prior to the fifteenth (15th) day of each month, Security
Dynamics will deliver a forecast to Flextronics for a six (6) month time period
in which the first three (3) month requirements are binding and cannot be
canceled. Flextronics will be similarly obligated to sell and deliver to
Security Dynamics the Products in accordance with the quantities and delivery
dates specified by the orders, except to the extent of permitted order
variations described in Sections 3.2 below.
3.2 Order Forecast Variations. Security Dynamics' purchase order quantities
for any specific month may vary from Security Dynamics' previous purchase order
quantities for such month as follows:
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Maximum Allowable Variance From
Purchase Order Quantities
Allowable Quantity Decreases
#Days before Allowable Maximum
Shipment Date on Quantity Reschedule
Purchase Order Increases % Cancelable % Reschedulable Period
- ---------------- --------- ------------ --------------- ----------
0-30 0 0 0 0
31-60 0 0 0 0
61-90 0% 0% 0% 0
91-120 20% 10 40% 75 days
121-150 40% 20% 50% 90 days
151-180 50% 50% 60% 120 days
Any purchase order quantities rescheduled pursuant to this Section 3.2 may not
subsequently canceled or rescheduled by Security Dynamics without the prior
written approval of Flextronics and which consent shall not be unreasonably
withheld or delayed.
3.3 Excess Inventory - Excess material in stores or on order caused by SDI
schedule changes outside the allowable variances stated above in the 91+ day
window will be sold to the SDI at one hundred and ten percent (110%) of
Flextronics cost. Inventory not immediately dispositioned in this way will
accrue carrying costs of one percent (1%) per thirty (30) day period not to
exceed a total of ninety (90) days. SDI must buy the excess inventory on the
ninety first (91) day at one hundred and ten percent (110%) of Flextronics'
cost. Flextronics will, to the best of it's ability, attempt to limit SDI's
exposure by canceling or selling excess inventory wherever reasonably possible.
No variances are allowed within the 0 - 90 day window.
3.4 Initial Purchase Order. The quantities and delivery dates set forth in
Exhibit C hereto are Security Dynamics' initial firm order and forecast orders.
However, commitment and forecast are subject to the same terms and conditions as
specified in section 3.1 and 3.2 herein.
4.0 Set-Up Expenses; Property.
4.1 General. Flextronics will be required to engage certain engineers and
other third parties to assist Flextronics in preparing to manufacture and in
manufacturing the Products and in performing its other obligations under this
Agreement (the "Set-Up Services") and to acquire certain tooling, machinery,
equipment, fixtures and other property in connection with the manufacture of the
Products (the "Set-Up Property"). Flextronics shall perform the Set-Up Services
and acquire or develop the Set-Up Property only upon the receipt of a purchase
order from Security Dynamics (a "Purchase Order") setting forth in reasonable
detail the actual set-up expenses to be incurred by Flextronics.
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4.2 Reimbursement of Set-Up Expenses. Security Dynamics shall reimburse
Flextronics for expenses actually incurred by Flextronics in acquiring or
developing the Set-Up Property and performing the Set-Up Services. These
expenses shall be approved in advance by Security Dynamics. Security Dynamics
shall pay Flextronics fifty percent (50%) of such expenses at the time Security
Dynamics delivers a Purchase Order to Flextronics and Flextronics shall bill
Security Dynamics (payment terms shall be net thirty (30) days) for the
remaining fifty percent (50%) of such expenses upon the completion by
Flextronics of the work specified in the Purchase Order.
4.3 Ownership of Set-Up Property and Documentation. Security Dynamics shall
own title to all Set-Up Property and Documentation. Flextronics shall hold all
Set-Up Property, Documentation and other property provided to Flextronics by
Security Dynamics from time to time hereafter for Security Dynamics, shall
exercise reasonable care in the use and custody of such property and shall use
such property only in performing its obligations under this Agreement.
4.4 Security Dynamics shall have the right to audit all associated costs of
the set-up charges specified by Flextronics.
5.0 Terms and Conditions.
5.1 Changes in Specifications. Security Dynamics may, during the term of
this Agreement, request changes to the specifications for the Products other
than as expressed in Exhibit A hereto by delivering to Flextronics an
Engineering Change Notice ("ECN") describing the changes and the proposed
effective date of such changes. Such changes shall be subject to the prior
written approval of Flextronics, which approval shall not be unreasonably
withheld. If any such implemented change causes an increase or decrease in the
price of, or time required for, the performance of any part of the work under
this Agreement, an equitable adjustment shall be made in the contract price
and/or delivery schedule and this Agreement shall be modified to reflect such
equitable adjustment. Flextronics will not be obligated to proceed with this
Agreement as modified until mutual agreement has been reached, reduced to
writing and signed by both parties, but Flextronics shall make all reasonable
efforts to comply with the requested changes pending such mutual agreement. In
all cases Security Dynamics shall be responsible for obsolescence costs and
additional set-up expenses related to an ECN. Within thirty (30) days after
Flextronics' written request to Security Dynamics therefor, with reasonable
supporting detail in such request, Security Dynamics (i) will pay Flextronics,
at 110% of Flextronics' documented cost therefor, for inventory which
Flextronics is not able to use in other products or resell at its cost or better
and (ii) will reimburse Flextronics for amounts required to be paid by
Flextronics under purchase orders it has placed, incurred as a result of the
ECN, to the extent Flextronics cannot cancel them using commercially reasonable
efforts. Flextronics will use commercially reasonable efforts to minimize the
amount of Security Dynamics' liability for compensation to be paid to
Flextronics by Security Dynamics under this Section 5,1.
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5.2 Components.
5.2.1 Approved Vendor List. Attached as Exhibit "A" hereto is a Bill
of Materials for each Product to be manufactured hereunder. Flextronics shall
manufacture the Products using components obtained from vendors included on
Security Dynamics' List, as it may change from time to time, of vendors who are
approved sources of supply for such components.
5.2.2 Customer Supplied Components. Security Dynamics shall be
entitled to supply components to Flextronics only with the written consent of
Flextronics and only in such amounts as are necessary for firm orders then
placed by Security Dynamics. Such components, including provision for failed
parts, shall be delivered to Flextronics not later than three (3) weeks prior to
the scheduled delivery date for the related Products. Should Security Dynamics
be unable to meet such delivery requirements, Security Dynamics may at its
option, request Flextronics to either (i) ship Products to Security Dynamics
absent the supplied parts on or after seven (7) days from the scheduled delivery
date or (ii) hold the Products pending receipt of such components from Security
Dynamics. Under these circumstances, Security Dynamics will give written
notification to Flextronics prior to the scheduled delivery date and Flextronics
may invoice Security Dynamics for such Products on or after seven (7) days from
the scheduled delivery date. Security Dynamics shall have no right of offset
from the purchase price of any Products purchased hereunder with respect to any
amounts Flextronics owes Security Dynamics for Security Dynamics supplied
components.
5.2.3 Advance Purchase. Upon mutual written consent of both parties,
Flextronics shall be entitled to purchase materials and components for use in
manufacturing the Products in advance of receiving actual purchase orders from
Security Dynamics covering such Products, provided that in no event shall such
advance purchases exceed an amount that is reasonable under the circumstances.
5.3 Acceptance and Inspection.
5.3.1 Acceptance Criteria. The basic acceptance criteria shall be
conformance to the drawings, specifications, and test criteria specified in
Exhibit A and satisfaction of Flextronics' written workmanship and quality
standards as set forth in Exhibit A hereto.
5.3.2 Acceptance. Security Dynamics shall inspect all Products
promptly upon receipt thereof at the receiving destination and may reject any
goods which fail to meet the acceptance criteria as set forth in Section 5.3.1.
Units not rejected by written notification to Flextronics within thirty (30)
days of receipt at Security Dynamics' facilities shall be deemed to have been
accepted.
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5.3.3 AQL Rejection. If an entire shipment is rejected at the incoming
inspection based upon AQL level criteria or other similar sampling techniques as
set forth in Exhibit A, the following procedures shall be applied:
(a) Security Dynamics shall notify Flextronics of the rejection in
writing within five (5) days after rejection.
(b) Flextronics shall have the option, to be exercised in good faith,
of performing or requesting Security Dynamics to perform an additional complete
or partial inspection of the rejected Products. This decision must be made
within five (5) days after receipt by Flextronics of Security Dynamics'
rejection notice. Such additional inspection must be performed within ten (10)
days after Flextronics' decision. The cost of such additional inspection will be
borne by Flextronics.
5.3.4 Source Inspection. Security Dynamics may, at its option, elect
to inspect and accept Products at Flextronics' locations. Flextronics will
provide sufficient space for such inspection activities. Should Security
Dynamics elect to inspect at Flextronics' location, Flextronics will not be
obligated to hold completed Products for Security Dynamics inspection beyond
seven (7) days from the scheduled delivery date.
5.3.5 Defective Units. Defective units detected by inspection will
promptly be returned to Flextronics, at Flextronics' expense, and will be
replaced by Flextronics within twenty (20) days of Flextronics' receipt thereof.
5.3.6 First Article Inspection. Flextronics will deliver First Article
units for Security Dynamics test and inspection prior to initiating production.
Security Dynamics may reject First Article if products does not meet the
products and test specification. For purposes of First Article inspection, the
inability to program the cards will be reason for reject. Flextronics and
Security Dynamics will work cooperatively to resolve any issues during the
inspection process. For any new products or ECO, Security Dynamics agrees to put
First Article through full environmental and ESD testing.
5.4 Shipment. Delivery will be F.O.B. Flextronics' initial shipping point.
Shipments will be made in Flextronics' standard shipping package. Title and risk
of loss of Products purchased under this Agreement shall pass to Security
Dynamics upon shipment thereof by Flextronics.
5.5 Payment. Except as may be otherwise agreed by the parties hereto in
writing, Security Dynamics agrees to pay Flextronics the purchase price as
determined by applying the pricing formula set out in Exhibit B-1. Payment terms
will be due net thirty (30) days from shipment date. All late payments shall
incur a finance charge of one percent (1%) per thirty (30) day period which
Security Dynamics herewith agrees to pay, but which charge shall be waived if
payment is received by Flextronics not later than fifteen days from payment due
date.
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Flextronics may require a stand-by letter of credit (LOC) to ensure payment.
Flextronics will, in good faith, review Security Dynamics' creditworthiness
periodically and will provide more favorable terms once it feels it is prudent
to do so. Security Dynamics agrees to provide necessary financial information
required for Flextronics to make a proper assessment of creditworthiness.
5.6 Taxes. Security Dynamics shall bear all applicable U.S. Federal, state,
municipal and other governmental taxes, duties and charges (such as sales, use,
customs, duty and similar charges) and all personal property taxes assessable on
the Products. Security Dynamics shall in no event be liable for taxes levied on
Flextronics based upon its income. Flextronics will allow Security Dynamics or
Security Dynamics' agent to minimize any taxes or duties as allowed by law and
will verify, certify, or otherwise sign any applicable documents that allow
reduction or elimination of taxes or duties.
5.7 Security.
5.7.1 Security. During the term of this agreement, Flextronics will
hold all information regarding the assembly and know-how of Security Dynamics
products in strict confidence from other customers and/or other parties during
the production/assembly and storage process.
5.8 Competitive Products. Flextronics agrees not to provide engineering
services or contract manufacturing for itself or any third party which involves
products which directly competes with Security Dynamics token based computer
access products without Security Dynamics consent, which such consent shall not
be unreasonable withheld. A directly competitive product will be defined as any
token-based product used to protect access information resources being stored,
accessed or transmitted on or over computers or networks.
5.8 Warranty; Limitation on Liability.
5.8.1 General. Flextronics warrants that each unit of Product will
meet Security Dynamics' specifications therefor described in Exhibit A and will
be free from defects in material and workmanship for a period of 12 months after
receipt by Security Dynamics of such units. Flextronics will extend the warranty
for an additional 12 month period, for a total of 24 months, assuming that the
defect is determined by a third party source, is a workmanship defect.
Flextronics and Security Dynamics will equally share the cost of the third party
analysis. If its determined not to be a workmanship issue, Security Dynamics
will incur the total cost of the analysis. This warranty does not include
claims to Flextronics for defects or failure caused by users misuse or abnormal
handling of the product.
5.8.2 Failure to Comply with Warranty. Upon failure of any unit of
Product to comply with the above warranty, Flextronics will, at its option,
promptly replace such unit or, if unable to replace it, promptly refund in cash
to Security Dynamics the amount paid by Security Dynamics for such unit.
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THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EITHER
EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.8.3 Limitation of Liability. Any provision herein to the contrary
notwithstanding, in no event shall either party, except for violations of 5.7,
7.2 or 8.1, be liable for indirect, incidental or consequential damages and in
no event shall the liability of either party, except for violations of 5.7, 7.2
or 8.1 arising in connection with any products sold hereunder (whether such
liability arises from a claim based on contract, warranty, tort, or otherwise)
exceed the aggregate amount paid by Security Dynamics to Flextronics for
Products delivered hereunder. The foregoing limitations shall not apply to a
breach by either party of its obligations as set forth in Article 5.7, 7.2, 8.1
herein.
6.0 Default; Termination.
6.1 Default. Either Security Dynamics, or Flextronics (the "terminating
party"), may, by ten (10) days' prior written notice to the other party (the
other party"), terminate this Agreement and all or any of the privileges,
permissions, and rights granted hereunder or in connection herewith in whole or
in part, (a) if the other party defaults in any payment to the terminating party
called for in this Agreement and such default continues unremedied for a period
of thirty (30) days after the date of delivery of written notice thereof by the
terminating party to the other party, or (b) if the other party defaults in the
performance by it of any other material term or condition of this Agreement, or
of any purchase order issued pursuant to this Agreement, and such default
continues unremedied for a period of thirty (30) days after the date of delivery
of written notice thereof by the terminating party to the other party. The
effective date of termination will be the date therefor stated in any
termination notice given hereunder, which date will not be before the expiration
of the applicable cure period provided for herein.
6.2 Termination for Bankruptcy. Either party may immediately terminate this
Agreement if the other party is adjudicated bankrupt, or if a receiver is
appointed for the other party or for a substantial portion of its assets, or if
an assignment for the benefit of creditors of the other party is made, or if the
other party is dissolved or liquidated or has a petition for dissolution or
liquidation filed which is not dismissed within forty-five (45) days with
respect to it.
6.3 Obligations Upon Termination or Expiration. Upon the expiration or
termination of this Agreement as set forth in Sections 1.0 or 6.0 hereto,
Flextronics will complete units of Product as committed under open purchase
orders at the date of termination; provided, however, that if Security Dynamics
requests on the basis of lack of requirement by Security Dynamics for such
units, Flextronics will negotiate in good faith to agree with Security Dynamics
on a price for partially completed units and inventory of purchased parts, net
of any amounts paid by or on behalf of Security Dynamics to Flextronics'
suppliers, but in no event will Flextronics be required to accept a price lower
than that price otherwise payable pursuant to Exhibit B as calculated
8
before taking into account any such payments to Flextronics' suppliers.
Flextronics will make reasonable attempts to restock or utilize common material
(i.e., that which is not specific to Products but is used in their production)
and to resell, and to otherwise promptly and in good faith attempt to mitigate
Security Dynamics' liability hereunder. Where this is not feasible or to the
extent that Flextronics is unsuccessful in such attempts, such common material
(including common material purchased by Flextronics prior to receipt of a
purchase order from Security Dynamics as set forth in Section 5.2.3) may be sent
to Security Dynamics, and Flextronics may bill Security Dynamics therefor (and
if so billed, Security Dynamics will pay) at 110% of Flextronics' documented
cost therefor. All other inventory and raw materials (including inventory and
raw materials purchased by Flextronics prior to receipt of a purchase order from
Security Dynamics as set forth in Section 5.2.3) either in stock or on order and
not cancelable by Flextronics without penalty, as determined by Flextronics'
purchase documentation therefor, also may be delivered to Security Dynamics as
it is received by Flextronics and Flextronics may bill Security Dynamics
therefor (and if so billed, Security Dynamics will pay) at 110% of Flextronics'
documented cost therefor. Assuming this Agreement is not terminated for a
breach, Security Dynamics will have the right to issue a final purchase for
product and that Security Dynamics must take delivery of such Products within
six (6) months of issuance of final order date.
7.0 Proprietary Rights; Indemnification.
7.1 No Express or Implied License. Nothing in this Agreement will be
construed as granting to Flextronics or conferring on Flextronics any rights by
license or otherwise to Security Dynamics' patents, trademarks, copyrights, or
other proprietary or confidential rights except as specifically set forth in
this Agreement or other written agreements between the parties hereto.
7.2 Indemnification. Either party shall defend, indemnify and hold harmless
either party from all claims, costs, damages, judgments and attorney's fees
resulting from or arising out of any alleged and/or actual infringement or other
violation of any patents, patent rights, trademarks, trademark rights, trade
names, trade name rights, copyrights, trade secrets, proprietary rights and
processes or other such rights in connection with the performance by either
party of its obligations under this Agreement.
8.0 Miscellaneous.
8.1 Confidentiality. The parties acknowledge that in the course of
performance of their obligations under this Agreement, each party may obtain
certain confidential and proprietary information of the other party, including
without limitation information concerning copyrighted works, patented or patent
pending investigations or developments, and general information regarding such
party's financial, business and marketing matters. The parties hereby mutually
agree that all such information communicated to it by the other party will be
held in strict confidence and not disclosed to any third parties, and each party
will use all reasonable efforts to protect against the unauthorized use and
disclosure of the confidential information of the other party; provided that
each party may disclose each other's confidential information to their
9
respective responsible employees who have a need to know such information and
who are obligated in writing to keep such third party information confidential,
but only to the extent necessary to carry out the purposes for which the
confidential information was disclosed, and each party agrees to instruct all
such employees not to disclose such confidential information to third parties,
including consultants, without the prior written permission of the party
disclosing such confidential information. Each party further agrees not to use
or allow the use of any confidential information of the other party disclosed to
it except in accordance with the purposes of this Agreement. The provisions of
this Section 8.1 will not extend to confidential information that is already
known to the receiving party at the time that it is disclosed to the receiving
party and which knowledge is not wrongfully obtained, or which, before being
divulged by the receiving party, (a) has become publicly known through no
wrongful act of the receiving party, (b) has been rightfully received from a
third party without restriction on disclosure and without a breach of this
Agreement, (c) is documented as having been independently developed by the
receiving party without reliance on any confidential or proprietary information
of the disclosing party, (d) has been approved for release by written
authorization of the disclosing party, (e) has been willfully furnished by the
disclosing party to a third party without a similar restriction on disclosure,
or (f) has been or must be disclosed by reason of legal, accounting or
regulatory requirements beyond the reasonable control of the receiving party or
the disclosing party. The obligations contained in this article shall survive
any termination of this agreement.
8.2 Relationship of Parties. The parties' relationship during the term of
this Agreement and under purchase orders placed pursuant hereto will be that of
independent contractors. Neither party has, or will not represent that it has,
any power, right or authority to bind or to incur any changes or expenses on
behalf of the other party or in the other party's name without the written
consent of the other party.
8.3 Force Majeure. Neither party hereto will be liable for any failure to
perform any obligation under this Agreement, or for delay in such performance,
to the extent such failure to perform or delay is caused by circumstances beyond
its reasonable control that make such performance commercially impractical,
including without limitation fire, storm, flood, earthquake, explosion,
accident, war, acts of a public enemy or rebellion, insurrection, sabotage,
epidemic, quarantine restrictions, labor disputes, transportation embargoes,
delays in transportation, fuels or power, acts of God, acts of any government or
any agency thereof, and judicial action. Any suspension of performance by reason
of this Section 8.3 will be limited to the period during which the cause of
suspension exists.
8.4 Severability. If any of the provisions of this Agreement are found by
any court or tribunal of competent jurisdiction to be enforceable, then such
provisions will be enforced to the maximum extent permissible, and the remaining
provisions of this Agreement will be unaffected thereby and will remain in full
force and effect.
10
8.5 Whole Agreement; Modification. This Agreement, including all documents
to be delivered by the parties hereto and described herein, represents the
entire understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior representations, understandings and agreements,
whether oral or written, with respect to such subject matter. This Agreement may
be modified only by a writing executed by both parties hereto.
8.6 Assignment. This Agreement will be binding upon and inure to the
benefit of the successors and assigns of the parties, but neither party may
assign any rights or delegate any duties under this Agreement, voluntarily or
involuntarily, without the prior written consent of the other, which will not be
unreasonably withheld, and any attempt by either party to assign any rights or
delegate any duties under this Agreement without such consent will be void and
of no effect.
8.7 Waiver. No Waiver of any provision of this Agreement shall be
effective except by written agreement signed by both parties. The failure by any
party at any time to require performance of the other party of any provision of
this Agreement will in no way affect the right of such party thereafter to
enforce the same provision, nor will the waiver by any party of any breach of
any provision hereof be taken or held to be a waiver of any other or subsequent
breach, or as a waiver of the provision itself.
8.8 Governing Law and Jurisdiction. This Agreement will be governed by and
construed in accordance with the laws of the State of Massachusetts without
reference to such state's laws regarding choice of law.
8.9 Notices and Consents. All notices and other communications required or
permitted under this Agreement will be in writing, and will be deemed given (i)
when delivered personally, (ii) when sent by confirmed telex or facsimile
transmission, (iii) one (1) day after having been sent by commercial overnight
courier with written verification of receipt, or (iv) five (5) days after having
been sent by registered or certified airmail, return receipt requested, postage
prepaid, or upon actual receipt thereof, whichever first occurs. All
communications will be sent to the receiving party's address on the first page
of this Agreement or to such other address that the receiving party may have
provided for purpose of notice as provided in this Section 8.9.
8.10 Attorney's Fees. If any action of law or inequity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party will be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
8.11 Use of Standard Purchase Order. Security Dynamics may use its standard
purchase order form to release items, quantities, prices, schedules, change
notices, specifications, or other notice provided for hereunder. In the event of
any conflict, discrepancy, or inconsistency between this Agreement and any
purchase order or other document delivered pursuant hereto, such
11
purchase order or other document shall be governed by the terms and conditions
of this Agreement to the extent of such conflict, discrepancy, or inconsistency.
8.12 Headings and References. The headings and captions used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to
Sections and Exhibits will, unless otherwise provided, refer to Sections hereof
and Exhibits attached hereto, all of which are incorporated herein by this
reference.
8.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed or organized, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
the signatures of their duly authorized representatives as set forth below.
SECURITY DYNAMICS FLEXTRONICS INTERNATIONAL
BY: /s/ James C. Bandanza BY: /s/ S. L. Tsui
--------------------------------- ------------------------------------
NAME: James C. Bandanza NAME: S. L. Tsui
TITLE: Purchasing Manager TITLE: PRESIDENT, COO
DATE: 6/11/96 DATE: 6/11/1996
12
EXHIBIT 2 - PRODUCT PROGRAMMING AND
DATA HANDLING SECURITY PROCEDURES
OVERVIEW
Flextronics currently manufactures and ships Products to RSA. Flextronics shall
perform additional programming of the Products at RSA/RSAI's direction.
Flextronics shall program unique configuration information into each serialized
Product unit on a particular production line (shown by example in Exhibit 2A).
This effort requires that Flextronics completely assemble and program the
Products for delivery to a third party (i.e. Distributor, Reseller, End
Customer) specified by RSA or RSAI. Flextronics shall deliver the associated
configuration data for the Products to one of two locations, RSA's headquarters
in Bedford, MA or RSAI in Shannon, Ireland as directed by RSA or RSAI on a per
order basis. Flextronics shall designate, control and record specific employees
to program the Products. These employees shall perform the work in a highly
secure manner utilizing isolated systems and networks.
GENERAL PROGRAMMING AND DATA HANDLING PROCESS
RSA/RSAI will generate Product configuration and shipping information. RSA/RSAI
shall provide the Product configuration and shipping information to Flextronics.
Flextronics shall provide RSA or RSAI, as applicable, immediate written or
electronic confirmation of receipt of such information and shall protect the
confidentiality of such information pursuant to Section 8.1 of the Agreement,
except that Flextronics shall use best efforts to protect against the
unauthorized use and disclosure of this information. [**]
SPECIFIC HANDLING REQUIREMENTS
RSA/RSAI will generate order information including Product configuration
information (number of digits, time per PRN, Product life, etc.) and shipping
information. [**]
[**]
RSA has the right to have RSA personnel inspect Flextronics' facility and
systems to confirm proper operation and compliance with the above requirements
at any time, with one day prior written notice to Flextronics. Flextronics shall
take immediate action to remedy any default identified by RSA.
PACKAGING
RSA shall specify the necessary packaging.
REQUIRED EQUIPMENT
All required equipment for this project as identified in the Exhibit 3 RSA
Product Programming Equipment will be paid for by RSA.
RSA SECURITY INC. CONFIDENTIAL INFORMATION
EXHIBIT 2A EXAMPLE PRODUCT QUOTE (PAGE 1 OF 2)
(FLEXTRONICS LOGO) Flextronics
8/F Hale Weal Industrial Bldg.,
22-28 Tai Chung Road,
Tsuen Wan, N.T. Hong Kong.
FLEXTRONICS CHINA QUOTE
Customer Name: RSA Quote for Programmed RJ700
Project: RJ700 plus Programming Cap
RFQ# 8154
Manufacturing Location: Doumen China
Date of Quote: 26-Dec-2005
In United States Dollars RJ700
Monthly Demand 300,000
BOM Cost [**]
Scrap & Others [**]
Freight-in [**]
Total Material Cost [**]
Labour & OH [**]
[**]
SG&A [**]
[**]
Profit [**]
- --------------------------------------------------------------------------------
Selling Price in USD (Ex-factory) [**]
================================================================================
Freight-Out From DM to HK [**]
Hubbing Financing Cost [**]
VAT [**]
- --------------------------------------------------------------------------------
Selling Price in USD (Ex-factory) [**]
================================================================================
Assumptions
1 Payment terms is net 30 days
2 90 days warranty on workmanship is covered
3 Quoted FOBHK
4 Depreciation of machines over 5 years
5 Depreciation of testers over 12 months
EXHIBIT 2A (PAGE 1 OF 1)
SID700 COSTED BOM FOR MASS PRODUCTION
PROJEC: RSA
MODEL: SID700
ASSYBOM: TBA BY RSA
DATE: 3/7/2006
QTY: 200K PER MONTH
EXTEND
ITEM LEVEL FLEX PART NO. DESCRIPTION REVISION USAGE QUOTED QUOTED
1 1 SDT-700P000017 LCD A0-00 1 [**] [**]
2 1 SDT-700P000030 Top, Plastic B 1 [**] [**]
3 1 SDT-700P000031 Bottom, Plastic C 1 [**] [**]
4 1 SDT-700P000035 Lens, Plastic A 1 [**] [**]
5 1 SDT-700P000014 PROGRAMMING DAM B 1 [**] [**]
6 1 SDT-700P000012 LCD TO LENS ADHESIVE B 1 [**] [**]
7 1 SDT-700P000034 Lens to Case Adhesive B 1 [**] [**]
8 1 SDT-700P000024 BATTERY, LITHIUM, CR2032, 3V B 1 [**] [**]
9 1 SDT-700A000002 Assembly, Key Ring B 1 [**] [**]
10 1 SDT-700P000042 Label, Domed Branding B 1 [**] [**]
11 1 SDT-123P000001B Label, 1 Mil, Kapton A0 1 [**] [**]
12 1 SDT-123P000002B Label, 1 Mil, Clay Coated, The A0 1.042 [**] [**]
13 1 SDT-700A000004 PCB ASSEMBLY A 1 [**] [**]
14 0.2 SDT-700P000005 RESISTOR, ARRAY, 0402X4, 22 OH A0 1 [**] [**]
15 0.2 SDT-700P000016 RESISTOR, ARRAY, 0402X4, 220 O A0 1 [**] [**]
16 0.2 SDT-034 IC, SANYO IC, SANYO DIE, 4-BIT A-01 1 [**] [**]
17 0.2 SDT-700P000018 OSCILLATOR, 32.768KHZ, +/- 20 A0 1 [**] [**]
18 0.2 SDT-700P000020 CAPACITOR, CHIP, ARRAY, 0612, A0 1 [**] [**]
19 0.2 SDT-700P000021 CAPACITOR,CHIP,ARRAY,0405,0.1U A0 1 [**] [**]
20 0.2 SDT-700P000004 CAP, CER 0402, 18 PF, 50V, 5%, A0-00 2 [**] [**]
21 0.2 SDT-700B000001 PCB C 1 [**] [**]
22 SDT-450P000010 Foam LCD, .031 thick 1 [**] [**]
23 1 SDT-700P000032 Programming Cap E-00 1 [**] [**]
Package 1 [**] [**]
TOTAL COST WITH PACKING US $ [**]
EXHIBIT 3 - RSA PRODUCT PROGRAMMING EQUIPMENT (INCLUDING PROGRAMMING STATIONS
AND DATABASE)(PAGE 1 OF 2)
(FLEXTRONICS LOGO)
15-Dec-05
BACKGROUND FOR THIS QUOTE:
RSA requests FlexDM to provide this quote
Summaries of Tester Quote
Station Name Tester Unit Cost Qty of Tester Total
- ------------ ---------------- ------------- -----
Manual Programming Station [**] [**] [**]
QC Station [**] [**] [**]
SQL Server [**] [**] [**]
Tester Total Cost [**}
Remark:
1 the overhead for fixture cannot be removed due to variation of price
from vendor.
2 the overhead of Server for puchasing management and system setup cannot
be removed
3 the overhead of Cisco Data Switch unit can not be removed due to
variation of price.
4 A UPS is added in this quote
5 Hard disk is added in this quote
EXHIBIT 3 - RSA PRODUCT PROGRAMMING EQUIPMENT (PAGE 1 OF 1)
Rev. 3.0
Date: Dec 15,2005
- -----------------------------------------------------------------------------------------------------------------------------------
Estimated Extended Extended
Unit Cost Cost Overhead Price Remark &
No Station Equipment Required Manufacturer Model (USD) Quantity (USD) % (USD) Assumption
- -----------------------------------------------------------------------------------------------------------------------------------
1 Desktop computer Dell Dell 170L [**] [**] [**] [**] [**]
with LCD display
- ---- ----------------------------------------------------------------------------------------------------------------
2 Manual Manual programming Huadian [**] [**] [**] [**] [**]
Programming fixture
- ---- ----------------------------------------------------------------------------------------------------------------
3 Windowns 2003 Server Microsoft [**] [**] [**] [**] [**]
License
- -----------------------------------------------------------------------------------------------------------------------------------
[**]
- -----------------------------------------------------------------------------------------------------------------------------------
4 Desktop Computer Dell Dell 170L [**] [**] [**] [**] [**]
with LCD display
- ---- ----------------------------------------------------------------------------------------------------------------
5 QC Station Windowns 2003 Server Microsoft [**] [**] [**] [**] [**]
License
- -----------------------------------------------------------------------------------------------------------------------------------
[**]
- -----------------------------------------------------------------------------------------------------------------------------------
6 Server (Hardware) Dell PowerEdge 2850 [**] [**] [**] [**] [**]
- ---- ----------------------------------------------------------------------------------------------------------------
7 Automatic tape Dell PowerVault 124T [**] [**] [**] [**] [**] For
backup automatical
data backup
- ---- ----------------------------------------------------------------------------------------------------------------
8 Cisco Data Switch Cisco C2950 [**] [**] [**] [**] [**]
unit
- ---- ----------------------------------------------------------------------------------------------------------------
SQL Server UPS Santak C6KR [**] [**] [**] [**] [**]
- ---- ----------------------------------------------------------------------------------------------------------------
Harddisk Seagate ST3146707LC [**] [**] [**] [**] [**]
- ---- ----------------------------------------------------------------------------------------------------------------
9 MS SQL2000 software Microsoft [**] [**] [**] [**] [**]
license
- ---- ----------------------------------------------------------------------------------------------------------------
10 Windowns 2003 Server Microsoft [**] [**] [**] [**] [**]
(software)
- -----------------------------------------------------------------------------------------------------------------------------------
[**]
TOTAL: [**]
Remark:
1 the overhead for fixture cannot be removed due to variation of price from vendor.
2 the overhead of Server for purchasing management and system setup cannot be removed
3 the overhead of Cisco Data Switch unit can not be removed due to variation of price.
4 A UPS is added in this quote
5 Hard disk is added in this quote
EXHIBIT 4 - RSA Product Programming Intellectual Property
Application (Programming Station)
* Flex Manual Station.exe
o The dynamic link library to support the application:
- Autosnrange.dll, Cosmokeygen.dll, Cosmoprog.dll,
EnDecryption.dll, Fob_if_nt.dll, HATools.dll, HPXtal.dll,
InputFormatReader.dll, IOMap.dll, MfgSeedGen.dll,
PRNGen.dll, PRNGenNew.dll, PRS.dll, Sddll2.dll, SQLDb.dll,
WinProgUtils.dll
Application (Inspection)
o TokenInspector.exe
o The dynamic link library to support the application:
- EnDecryption.dll, SQLDB.dll
Application
o ReserveSN.exe
o The dynamic link library to support the application:
- SQLDb.dll, InputFormatReader.dll, Autosnrange.dll,
ErrorCheck.dll
Application
o Administrator.exe
o The dynamic link library to support the application
- SQLDb.dll
Application
o Two files for database data transaction
- DataArchiveDB.sql
- DropDataArchiveDB.sql