"CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document were
redacted and filed separately with the Commission."
MEMORANDUM OF UNDERSTANDING
CS/CW ELECTRICAL DESIGN
Dated: March 19, 1997
GENERAL
This memorandum of understanding covers Unisys, Payment Systems Division (PSD)
provision to ISMSI of Electrical Design Services for the Coupon Scanner / Check
Printer (CS/CW) hardware components at the Coupon Exchange Center systems (CEC).
This memorandum is an addition to the initial agreement dated January 13. 1996,
and does not supersede any of the terms stated therein.
SCOPE OF WORK
1. Unisys PSD will design, integrate and test the electrical components of the
CS/CW to specifications provided by ISMSI.
2. This quote assumes the use of a commercially available keyboard and
encoder. Any custom design would be by separate quote.
3. ISMSI will be responsible for the overall CS/CW design, function and
operation with [*...*] providing the mechanical packaging. This
quote does not cover certification by Unisys of the CS/CW function and
operation, such a service could be quoted separately.
4. Manufacture of the CS/CW will be the responsibility of ISMSI.
5. This quote does not include any NRE cost for customization of other vendors
products e.g. [*...*] 511 or Thermal Check Printer. This is considered to
be ISMSI's responsibility.
MARKETING RIGHTS
Product(s) designed by Unisys solely for ISMSI specifications would only be used
by ISMSI unless agreed by ISMSI.
INITIAL HARDWARE PRODUCT
The CS/CW consists of a Keyboard / Display Unit, Coupon Scanner / Shredder Unit,
Check Printer Unit, Controller PWBA with associated Power Supplies and
Harnesses.
PRICING
Not applicable
BPO, PURCHASE ORDERS
Not applicable
LEAD-TIME
Not applicable
SHIPMENTS
Not applicable
WARRANTY
Not applicable
HARDWARE SUPPORT
Unisys PSD will provide 12 months hardware support (hardware design fixes) from
date of product shipment. Ongoing support will be provided at a rate to be
negotiated. Enhancements will be quoted separately.
DEFAULT
[*...*] Confidential material redacted and filed separately with the Commission.
"CONFIDENTIAL TREATMENT REQUESTED"
If either party should be in default with respect to the business plans and/or
deliverables and the other party elects to dissolve this business relationship
the other party will so notify in writing, the party in default. The defaulting
party shall have 60 days to cure such default or provide a mutually acceptable
plan to cure.
TERMINATION FOR DEFAULT
In the event the default(s) is not cured or a mutually acceptable plan to cure
is not received within the specified time, then the non-defaulting party shall
have the right to terminate this agreement. In the event of [*...*] provided
that a [*...*] in good faith.
TERM OF THE AGREEMENT
The initial term of this agreement is for a period of 5 years. This agreement
will automatically be extended for an additional 12 months at the end of the
initial term and annually thereafter unless terminated in writing by either
party 90 days prior to the expiration date.
DEFINITIONS
CS/CW: Coupon Shredder / Check Writer, a point of sale device having the
characteristics of a coupon scanner and shredder, check writer. It also has an
operator keyboard and display.
EXPRESSION OF INTENT
This document is only an expression of the general terms which might form the
basis for a definitive agreement to be entered into between the parties. This
document should in no way be construed as a binding agreement between the
parties. If a definitive agreement incorporating the terms of this document is
not completed for whatever reason neither party shall have any liability to the
other. The exception to this being purchase orders provided between the
companies to cover the development costs while the final agreement is being
finalized.
The target date for a signed contract is March 31, 1997.
AGREED
/s/ Michael R. Thomas /s/ Everett Schulze, Jr.
- ----------------------------- --------------------------------
Michael R. Thomas Everett Schulze, Jr.
V.P. and General Manager President/CEO
Payment Systems Division In Store Media Systems, Inc.
Unisys Corporation
[*...*] Confidential material redacted and filed separately with the Commission.
"CONFIDENTIAL TREATMENT REQUESTED"
ADDENDUM 1
UNISYS TASKS
The CS/CW estimate is based on the following:
1 DEVELOP HARNESSES FOR CS / CW COMPONENTS
2 CHECK PRINTER SELECTION AND TEST
3 INTEGRATION OF ELECTRICAL COMPONENTS
4 ELECTRICAL PACKAGING AND DOCUMENTATION
5 SELECTION AND TEST OF KEYBOARD
6 POWER DISTRIBUTION
7 REGULATORY CERTIFICATION (UL, CSA, FCC, CE ETC.)
[*...*] Confidential material redacted and filed separately with the Commission.
"CONFIDENTIAL TREATMENT REQUESTED"
ADDENDUM 2
STAFFING / BUDGET / SCHEDULE
STAFFING AND BUDGET
o 12 WORK MONTHS EFFORT
o ELECTRICAL ENGINEERS
o ELECTRICAL TECHNICIAN
o ELECTRICAL DESIGN SERVICES
o RECORDS AND PRODUCT INFORMATION
o REGULATORY COMPLIANCE'S
o PROJECT MATERIALS AND TRAVEL
o DEVELOPMENT BUDGET = [*...*]
SCHEDULE
o DESIGN REVIEW AT PLYMOUTH [*...*]
o SHREDDER CONTROL PWBA/CABLE [*...*]
o KEYBOARD INFORMATION [*...*]
o MODULE PLACEMENT DISTANCES TO UNISYS FOR CABLE LENGTHS [*...*]
o SHREDDER MOUNTING INFORMATION TO [*...*] [*...*]
o SHIP SHREDDER PWBA/CABLES TO [*...*] [*...*]
o BEGIN INTEGRATION AT [*...*] [*...*]
o START BETA TEST [*...*]
[*...*] Confidential material redacted and filed separately with the Commission.
"CONFIDENTIAL TREATMENT REQUESTED"
4100 Plymouth Road 313-451-4000
Plymouth MI 48170-1892
UNISYS
April 22, 1997
Mr. Donald Uhl
Executive Vice President
In Store Media Systems, Inc.
15423 E. Batavia Drive
Aurora, CO 80011
Dear Don:
As you recall, Bruce was to convert the Data Center Proposal into a
MOU. Attached for your files is the MOU. It remains unchanged in
content from the original Scope of Work document.
Could you have Everett sign the MOU and return a copy.
Sincerely,
/s/ Gary Wallen
Gary Wallen
Controller
Payment Systems Division
Enclosure
[*...*] Confidential material redacted and filed separately with the Commission.