|
|
|
|
Document Preview OEM Purchase Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
OEM Purchase Agreement |
|||
|
Entities: |
FARO Technologies, Inc.; Brown & Sharpe Manufacturing Company; FARO Technologies Inc |
|||
|
Date: |
1999 |
|||
|
Size: |
Preview shows 8KB of 41KB total |
|||
|
Price: |
$41 |
|||
|
ID: |
#141996 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
FARO OEM PURCHASE AGREEMENT
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
Hereinafter "FARO"
and
Brown & Sharpe Manufacturing Company
Precision Park
200 Frenchtown Road
North Kingstown, RI 02818
Hereinafter "COMPANY"
1.0 SCOPE
1.1 FARO sells and licenses certain measurement equipment, computer
hardware, software products and replacement and service products.
In particular, Faro sells its products directly to users, through a
variety of distributors, and to original equipment manufacturers
(OEM) and will continue to do so.
COMPANY wishes to purchase certain products more specifically
described in Appendix A1 hereto, (hereafter referred to as
"PRODUCTS"), from FARO for resale, and is willing to provide its
customers, for their own use and not for resale, the service and
support necessary for systems so incorporated.
2.0 APPOINTMENT
2.1 FARO appoints COMPANY as a non-exclusive authorized OEM purchaser of
the PRODUCTS and COMPANY accepts this appointment. This appointment
shall continue until expiration or termination of this agreement in
accordance with its terms, but is conditioned upon COMPANY's ongoing
compliance with this agreement.
{PAGE}
2.2 Conditions of continued appointment.
2.2.1 COMPANY agrees as follows:
a. To resell PRODUCTS only as an integral component of
hardware or software manufactured by COMPANY. Compliance
with this Section requires the COMPANY to relabel the
PRODUCTS in a manner that the PRODUCTS will not compete
with "off-the-shelf" PRODUCTS sold by FARO in its other
sales programs.
b. COMPANY will only advertise and promote Products as
integral components of its own hardware and software as
described in Appendix A2.
c. COMPANY will sell PRODUCTS using existing methods of direct
sale and distribution.
d. COMPANY'S use of PRODUCTS in the manufacturing process
shall be subject to the confidentiality provisions of
Paragraph 6.2 hereafter.
2.2.2 FARO agrees as follows:
a. FARO will sell PRODUCTS to COMPANY in conjunction with the
sale of COMPANY's hardware and software or for retrofit on
previously sold COMPANY hardware and software on the
commercial terms of delivery and payment set forth in
Section 4.1, 4.6 and 4.7.
b. FARO will train up to four (4) COMPANY personnel selling
and supporting FARO'S PRODUCTS at FARO'S training facility
in Lake Mary, Florida at a mutually agreed time.
2.3 LICENSE OF PATENT RIGHTS
FARO has right, title, and interest in and to patents and patent
applications concerning features of, and methods of operating,
articulated-arm coordinate measuring machines and related
technologies (collectively "the Patents"). FARO hereby grants
COMPANY a non-exclusive license to (I) use PRODUCTS that include
features covered by the Patents and, in the use of such PRODUCTS,
use any methods of operation covered by the Patents and (ii) resell
the PRODUCTS.
2
{PAGE}
FARO does not grant COMPANY any license to manufacture or otherwise
assist in the making of the PRODUCTS or to use the methods of
operation set forth in the Patents in operating any machine other
than the PRODUCTS.
2.4 INDEMNIFICATION
FARO agrees to provide COMPANY with the following protection against
claims of proprietary right infringement of the PRODUCTS:
a. Nature of Indemnification: FARO shall indemnify, defend and hold
harmless the COMPANY from and against all liability or expense of
any kind arising out of or relating to any claim, demand or
action against the COMPANY alleging that the PRODUCTS or any
portion thereof as furnished under this agreement and used within
the scope of the license hereunder infringes any third party
rights in copyright or issued patent or the trade secret rights
of any third party, provided that the COMPANY promptly gives
written notice of the claim, demand or action to FARO and permits
FARO to control the defense of and settlement of such claim,
demand or action either in FARO'S for the COMPANY'S name (at
FARO'S option).
b. Undertakings if Infringement Found. In the event that the
PRODUCTS or any portion thereof, as furnished under this
Agreement and used within the scope of the license hereunder, are
held in such a suit or proceeding to infringe a third-party
proprietary right as set forth in Section (a) immediately above,
and that the use of the PRODUCTS or portion thereof is enjoined,
FARO shall, at FARO's sole option and expense, and as its sole
responsibility and the COMPANY's sole remedy therefor (other than
indemnification pursuant to Section (a) immediately above), (i)
procure for the COMPANY and purchasers of the PRODUCTS from the
COMPANY the right to continue using the PRODUCTS or portions
thereof; or (ii) replace the same with noninfringing goods of
equivalent functions and efficiency; or (iii) refund the purchase
price of the affected PRODUCTS less depreciation calculated on a
7-year, straight-line basis.
2.5 The license is to be sublicensed by COMPANY only to COMPANY's
customers under the minimum terms and conditions set forth in
Appendix A5.
2.6 FARO represents and warrants to the COMPANY that the PRODUCTS to be
purchased by the COMPANY from FARO and resold pursuant to this
agreement will perform in all respects to the "FARO" Product Test
and Performance Specifications set forth in Appendix A6. In the
event Products sold and properly installed at an end users location
fail to perform to stated specifications FARO agrees with COMPANY to
provide a replacement product which meets the specifications at its'
|
End of Preview |
Home Intelligence Services Subscriptions News About Us