Exhibit 10.9


 


MANUFACTURING

AGREEMENT


 


BETWEEN


 


Lightspace Corporation

125 Cambridgepark Drive

Cambridge, MA 02140


 


and


 


IntegraTECH Solutions Corp.

34 Tower Street


Hudson, MA 01749


 





















TABLE OF CONTENTS


 


 


2





















THIS MANUFACTURING AGREEMENT (“Agreement’’)
dated as of


 


February 9, 2006

(“Effective Date”) between


Lightspace Corporation


(hereinafter referred to as the Customer)

a United
States Corporation,

with a principal place of business at


125 Cambridgepark Drive

Cambridge, MA 02140


 


and


 


(“IntegraTECH Solutions Corp.”),

(hereinafter referred to as the Supplier)


with a principal place of business located at


34 Tower Street

Hudson, MA 01749


 


sets forth the terms and conditions under
which the Supplier will perform certain production work on behalf of the
Customer.


 


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1.             GENERAL


1.1.                              Limitation of Liability


Neither
party to this Agreement shall be liable to the other or to any third party for
any indirect, consequential, or special damages, however arising, even if
advised of the possibility of the same.


1.2.                              Severability


If
any provision of this Agreement is held to be invalid or unenforceable by any
court of competent jurisdiction, such invalidity or unenforceability shall not
affect the enforceability of any other provisions of this Agreement not held to
be invalid.


1.3.                              Amendments


This
Agreement can only be modified in writing, signed by a duly authorized
Corporate Officer of each party to the Agreement and after written notice of
this Amendment is presented by both parties.


No
Amendment shall be deemed effective, notwithstanding proper execution, until a
duplicate original of such Amendment is received by each party in accordance
with provisions of Section 1.8 of this Agreement.


1.4.                              Compliance with Laws


Each
party agrees to comply with all applicable laws, rules and regulations with
regard to the performance of its obligations under this Agreement and indemnify
and hold the other party harmless :tram any loss resulting :from its failure to
obey all such laws, rules and regulations.


1.5.                              Export Control Compliance


Both
parties acknowledge that the products, software, and documentation covered by
this Agreement may be subject to the rules and regulations of United States
Department of Commerce Office of Export Administration and other import or
export restrictions from or to application countries. When required, both.
parties will cooperate to provide such documentation as may be required under
any such laws, rules, or regulations, and neither party will make any shipments
nor take any actions in violation of such requirements.


1.6.                              Relationship between Parties


The
parties acknowledge and agree that they are now and will continue at all times
during the term. of this Agreement to be independent parties.  In no event will either party engage in
conduct or hold itself out to be a joint venture partner, employee,
representative, franchisee, or servant or agent of the other.  Neither party will have any right to bind or
obligate the other in any manner.


 


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1.7.                              Waiver


Either
party’s failure to exercise, in whole or in part, or delay in exercising any
right under this Agreement will not preclude any future exercise of the same right
or the exercise of any other right hereunder.


1.8.                              Notices


All
notices required or permitted under this Agreement shall be in writing.
delivered to the party at the address set forth below, or such other address as
either party may specify by notice in accordance with this paragraph.  Notices shall be delivered to the following
addresses:


	
   

  	
  To

  	
  Lightspace
  Corporation

  
	
   

  	
  125
  Cambridgepark Drive

  	
   

  
	
   

  	
  Cambridge,
  MA 02140

  	
   

  
	
   

  	
  Attn:
  Yigal Banker, Senior VP Engineering and Operations

  
	
   

  	
   

  	
   

  
	
   

  	
  To

  	
  IntegraTECH
  Solutions Corp.

  
	
   

  	
  34
  Tower Street

  	
   

  
	
   

  	
  Hudson,
  MA 01749

  	
   

  
	
   

  	
  Attn:
  Richard McKenney, President

  



 


1.9.                              Title and Headings


The
headings to the sections of this Agreement are inserted for convenience of
reference only and will not be considered a part of this agreement.


1.10.                        Force Majeure


Neither
party will be liable nor deemed to be in default for delay or failure in performance
or interruption of service hereunder resulting directly or indirectly from acts
of God, wars, floods, riots, labor strikes, worldwide parts shortages, or
transportation shortages, provided, however, the provisions of this section
shall not apply to obligations to make payments when due.  The time for performance so affected or
delayed will be deemed extended for the period of such delay.  The party claiming excuse for failure to perform
due to force majeure shall notify the other
party in writing within 5 days of the existence of the force
majeure cause and its expected duration.  In the event the Supplier claims a condition
of force majeure, and has been given a
minimum of 30 days to recover from force majeure
event, the Customer may elect to resource the Products in Exhibit A without
being held in breach of contract.


1.11.                        Proprietary Information


Each
party hereby agrees that for a period of two (2) years from termination of this
agreement, that all information in writing or other physical form delivered to
it by the other party which is designated to be proprietary and confidential
will be safeguarded in the same manner the receiving party safeguards its own
proprietary and confidential 


 


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information
or like character, and will not be divulged to third parties. Information which
is initially orally or visually submitted and identified at the time of initial
disclosure as proprietary shall also be safeguarded by the receiving party only
if the submitting party notifies the receiving party in writing within ten (10)
business days of such initial oral or visual disclosure, with a specific
identification of the proprietary :information contained in such initial oral
or visual disclosure.


This
Agreement shall not impose any obligation upon the receiving party with respect
to any portion of the received information which (i) is now, or which
hereafter, through no act or failure to act on the party of the receiving
party, becomes generally known or available, (n) is known to the receiving
party at the time of receiving such information, (iii) is hereafter furnished
to the receiving party by a third party, as a manner or right and without
restriction on disclosure, (iv) is independently developed by the receiving
party, or (v) more than two (2) years after such information is disclosed to
the receiving party, or (vi) is authorized in writing for release by the disclosing
party.


Nothing
contained in this Agreement shall be deemed to be an assignment or transfer of
any intellectual property rights by either party to the other.


1.12.                        Authority


The
Customer warrants that it has the unlimited or restricted right to enter this
Agreement that it is the owner of or has the right to transfer all rights and
licenses to all technology, intellectual’ property and other de1iverables under
the terms of this Agreement, and that it has the right to perform all
obligations under this Agreement.


1.13.                        Assignment


Neither
party may assign or otherwise transfer its rights and obligations under this
Agreement without the written consent of the other party, which consent shall
not be unreasonably withheld.


1.14.                        Intellectual Properties


“Intellectual
Property” means all rights of every nat1JIe relating to intellectual property,
including without limitation (i) all United States and foreign patents and
patent applications now or hereafter filed (including continuations,
continuations-in-part, divisionals, reissues, reexaminations and foreign
counterparts thereof), and all rights with respect thereto, (ii) all Trade
Secrets, (iii) all United States and foreign semiconductor mask work rights and
registrations for such rights, and (iv) a11 copyrights and renewals thereof and
other rights relating to literary or artistic works and data compilations (including
without limitation author’s and moral rights and rights of publicity and
privacy).


“Trade
Secrets” means all trade secrets under the laws of any jurisdiction, including
but not limited to ideas, inventions, discoveries, developments, designs,
improvements, prototypes, syntheses, know-how, methods, processes, techniques,
product specification and performance data, computer programs. and other data.
in each case whether or not 


 


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patentable,
copyrightable or within any particular definition of trade secret; unpublished
proprietary information relating to the Customer’s Intellectual Property; and
business. marketing, sales, research, development, manufacturing, production
and other plans and strategies; forecasts, financial statements, budgets and
projections. licenses, prices and costs; customer and supplier lists and terms
of customer and supplier contracts; personnel information; compilations of such
information; and the existence and terms of this Agreement. The Supplier’s Work
Product is a Trade Secret of the Customer.


“Work
Product” means all tangible results of the Supplier’s services hereunder.


Ownership
of Work Product and Intellectual Property.


(a)                                  The Supplier is performing services and creating Work
Product hereunder at the instance of the Customer. It is therefore the parties’
intention that the Customer is to own exclusively all rights and economic
interests in the Work Product and all Intellectual Property embodied therein or
related thereto, including without limitation any inven1ion or discovery made
or reduced to practice in the process of performing the Services.  This Agreement is to be construed to the
maximum extent possible to produce the foregoing result. including but not
limited to the construction of any ambiguities so as to achieve said result.


(b)                                 Accordingly, The Supplier agrees as follows:


(i)                                     All tangible
Work Product which is a copyrightable work of authorship will be deemed a work
made for hire owned by the Customer under United States copyright laws; if an
invention, Work Product is deemed to be owned by the Customer upon creation.


(ii)                                  The Supplier
will maintain adequate and current written records of all Work Product, which
shall be available to and remain the property of the Customer at all times.


(iii)                               The Supplier
shall promptly and fully disclose in writing to the Customer all Trade Secrets,
including without limitation inventions and works of authorship, which are
arise from the Work Product authored. conceived, created or reduced to practice
by The Supplier (whether alone or jointly with others, and whether or not by
the use of the Customer’s equipment or other resources) during the term of this
Agreement or within six (6) months thereafter, whether or not patentable or
copyrightable.


(iv)                              The Supplier
hereby assigns irrevocably and unconditionally, to the fullest extent permitted
by law under any interpretation of the relationship between the parties, all
right, title and interest (including without limitation all Intellectual
Property rights) embodied in or associated with the Work Product which are
related to the business activities of the Customer and are authored, conceived,
created or reduced to practice by the Supplier during the term of this
Agreement or which result within six 


 


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(6) months thereafter from Confidential Information disclosed by the
Customer.


(v)                                 Promptly upon
request by the Customer and at the Customer’s expense, the Supplier shall
execute and deliver to the Customer all applications, assignments, agreements
and other instruments and take such reasonable actions as the Customer may deem
helpful to :fully vest the foregoing rights in the Customer or to evidence such
vesting. If the Customer is unable. after reasonable effort, to secure the
Supplier’s signature on any patent application, copyright registration or other
similar document. the Supplier hereby irrevocably designates and appoints the
Customer and its duly authorized representatives as the Supplier’s agent and
attorney-in-fact to execute and file any such application or registration and
to do all -other lawfully permitted acts to further the prosecution and
issuance of letters patent, copyright registration and. other forms of
intellectual property protection with the same legal force and effect as if
executed by the Supplier. Under no circumstance shall the Supplier bear any
additional cost or liability stemming for this provision.


(vi)                              The Supplier
hereby waives in favor of the Customer and its assigns and licensees any and
all artist’s or moral rights he/she may have pursuant to any state, provincial
or federa11aws or statutes of the United States in respect of any Work Product,
and all similar rights under the laws of all jurisdictions.


1.15.                        Publication


During
the Supplier’s engagement, the Supplier will not publish anything relating to
the Customer’s area of business (including without limitation Inventions and
Work Product) without its prior written consent, which shall not be
unreasonably withheld.


1.16.                        Entire Agreement


This
Agreement sets forth the entire agreement and understanding between the parties
with respect to the subject matter hereof and merges all prior discussions and
negotiations between them. There are no oral representations or inducements
pertaining thereto which are not contained herein; and neither of the parties
hereto shall be bound by any conditions, definitions. warranties,
understandings or representations with respect to such subject matter other
than as expressly provided herein- or as -duly set forth on or subsequent to
the date hereof in writing and signed. by a proper and duly authorized officer
or representative of the party hereto to be bound thereby.


2.             SCOPE OF WORK


2.1.                              The parties agree that the Supplier is providing
manufacturing services to the Customer. The Customer will provide all product
design and specification to the Supplier. 
Customer bears all responsibility for the product design, specifications
and suitability of 


 


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application and Suppliers
responsibility is limited to the manufacturing services being provided.


During
the term of this Agreement, in accordance with the Purchase Order and pricing
on Exhibit B, the Supplier will supply product that meets all assembly, test,
quality and documentation requirements at a cost provided in the quotation for
the product, and on a delivery schedule and purchase orders, as applicable in
Exhibit B, set forth herein. Assembly & test, labeling and production
records must meet all applicable standards and must be done IPC-A-610 standard,
and UL 962 regulations. Product is assembled, tested and labeled per customer
specifications as attached in Exhibit C.  The Customer has responsibility to ensure
their specifications meet applicable regulatory requirements and effectively
communicate requirements to the Supplier. The Supplier shall manufacture) sell
and deliver product, listed on Exhibit A, to the Customer under the terms and
conditions of this Agreement. The Supplier agrees not to manufacture, sell and
deliver the products listed on E8hibit A or substantially similar competing
products to any other party for the term of this Agreement.  All parts and components purchased and
inventory used in the construction of the Product, shall be sourced from the
Customer’s AVL (Approved Vendor List). Parts and components NOT listed on the
Customer’s AVL shall NOT be used unless approved by the Customer.  Any modifications to the Customer’s AVL must
be approved, in writing, by the Customer, through the ECO process, as defined
in Section 7. The Supplier shall provide manufacturing and testing for the
products in accordance with the Customer’s specifications set forth as Exhibit
C and D.


2.2.                              The Supplier shall package the Products according to
standard Electro-Static Discharge practices, and bulk ship them to the Customer’s
designated receiving location in the Supplier’s shipping cartons in accordance
with the suppliers standard packaging specification or per specifications
provided by the Customer. Shipments will be made monthly, quarterly, annually
or as otherwise in Exhibit B.


3.             FORECASTS AND ORDERING


3.1.                              Purchase Orders and Forecasts


(a)                                  The Customer’s purchase orders (“Orders’’) must be in
writing and must provide the following information: (i) identification of the
Products by quantity. model number, revision level and description; (ii)
shipment instructions, including requested shipment date, and (ill) price. All
Orders must incorporate by reference the terms and conditions of this
Agreement.  The terms and conditions of
this Agreement shall supersede all terms and conditions contained in the
Customer’s Orders.  All requirements
shall be scheduled per the Order, and all scheduled demand dates shall be
regarded as dates of delivery to the Customer.  Customer acknowledges that the Supplier’s unit
price is dependent upon the Supplier committing to procure certain component/materials
at volume quantities thus realizing the savings reflected in Supplier’s unit
price. In the event the Customer fails to order the intended quantities
represented, then the Customer agrees to reimburse the Supplier for any
applicable costs incurred in connection with the 


 


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Supplier committing to procure
certain component/materials at annual volume quantities.


(b)                                 The Customer will issue an initial purchase order to the
Supplier for the first ninety (90) days of production for each product, at the
agreed to pricing and made part of this agreement as Exhibit B.  The initial order will be used as. the basis
to establish annual material volumes and pricing, ongoing price shall be
negotiated in good faith with releases of revisions and ECO at the request of
either party. The Customer will thereafter provide an additional thirty (30)
days of scheduled releases every thirty (30) days, after the first thirty (30)
days, establishing an ongoing ninety (90) day schedule of releases. The
Customer will provide the Supplier with purchase authorization to obtain long
lead-time materials within the second I1in.ety (90) days to ensure compliance
with the Customer’s forecasted demand. The Supplier agrees to use prudent
purchasing practices in procuring any material on behalf of the Customer beyond
the three (3) months of scheduled :releases. The Customer will provide the
Supplier with a six (6) month planning forecast beyond the 3-month schedule
releases and the three (3) months demand forecast. During the first week of
each month the designated Customer representative and the designated Supplier
representative will establish a new three (3) month demand forecast and a new 6
month planning forecast. Therefore. during the first week of each month a new
schedule, released and unreleased, is established and mutually agreed to by the
Customer and the Supplier.


(c)                                  Due to non-cancelable and non-returnable (NC/NR) material,
extraordinarily long lead time materials and unexpected market conditions it
may be necessary for the Customer and the Supplier to agree to a procurement
strategy which will apply to the 6 month planning forecast period. The Supplier
will monitor, identify and submit to the Customer a listing of material items
that are NCINR, made obsolete by the manufacturer or otherwise indicate
evidence that such conditions might or will affect the integrity of the
Customer’s product deliveries. From time to time the Supplier will recommend,
in writing, to the Customer remedies and actions and may require authorization
from the Customer prior to effecting a remedy or taking an action and the
Customer will not unreasonably withhold such authorization.


3.2.                              Changes/Cancellation


(a)                                  The 3 months of scheduled releases may not be canceled. The
Customer may change a Release Order by written notice to the Supplier on the following
terms:


	
   

  	
  REMAINING
  LEAD TIME

  	
   

  	
  REMARKS

  
	
   

  	
   

  	
   

  
	
   

  	
  0-30
  days

   

  	
  Prior
  to original acknowledged delivery date – No Change.

  
	
   

  	
   

  	
   

  
	
   

  	
  31-60
  days

   

  	
  Reschedules
  not to exceed 30 days from original acknowledged delivery date.

  
					



 


 


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  61-90
  days

   

  	
  Reschedules
  not to exceed 60 days from original acknowledged delivery date.

  
	
   

  	
   

  	
   

  
	
   

  	
  91+
  days

   

   

  	
  These
  releases can be rescheduled or cancelled with material liability as defined
  in 3.3 and 3.4 of this agreement.

  



 


(b)                                 In the event that the Customer causes an extension in the
shipping schedule in excess of the above, the Customer shall pay for all
work-ill-process (WIP) goods.


(c)                                  Should the Customer issue a cancellation for delivery of
product after the Supplier has on order minimum buy components to manufacture
the product, and has on order NCNR components for the product, and the Customer
does not use this inventory within a 60 day period after cancellation, then the
Customer is liable for the remaining material left over :tram the minimum buy
and the NCNR material on hand and on order to support the canceled delivery at
material cost plus applicable carrying charges as detailed in 3.4 of this
Section.


(d)                                 Any component purchases made by the Supplier, in excess of
forecast, which are not covered elsewhere in section 3, and are not authorized
by the Customer are then the Supplier’s financial responsibility.


3.3.                              Materials


The
Supplier will keep enough raw materials on hand to accommodate changes in
monthly releases per Section 3.2 (a). AJ:1y changes in the release and/or
forecasted quantities are subject to the availability of any materials. If
there is an increase in forecasted requirements, the Supplier shall make all
reasonable efforts to service an increase and shall advise the Customer of the
results of its efforts to service the increased requirements. The Customer and
the Supplier shall jointly work with suppliers of the long lead time material
items to ensure that an adequate supply of inventory of critical components is
available at all times. The Customer will have financia1 responsibility for the
material cost plus the quoted material mark up on long lead items and minimum
buy components which the Supplier has procured either to meet the Customer’s
forecasts or as a result of written authorization by the Customer as detailed
in item 3.1 of this Section.  The
Supplier will make every effort to mitigate the Customer’s financial exposure
for material liability.


3.4.                              Inventories


In
the event that the Supplier is required to maintain an excess inventory over
$500.00 as a. result of this agreement, reductions of the forecast, engineering
changes or other Customer actions, the parties agree to a monthly carrying
charge of 1.0% or full prepayment to cover the costs of money and other costs
associated with maintaining this inventory.  This carrying charge is in addition to the
Customer’s material liability stated herein Section (3).


 


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4.             TOOLING, FIXTURES, AND PROGRAMS


4.1.                              All tooling, fixtures and set up fees listed in Exhibit E
shall be acquired, developed and maintained by the Supplier. The Supplier will
invoice the Customer for all tooling, fixtures and set up fees associated with
the manufacture of products listed in Exhibit A. Title to fixtures and
tooling will remain the property of the Customer at all times. Any additional
non-recurring (NRE) charges (labor charges, tooling, etc.) must be agreed upon
in advance by the Customer.


5.             QUALITY ASSURANCE


5.1.                              In manufacturing Products, printed circuit assemblies will
be manufactured in accordance with the latest revision of IPC-A-61 0 Class 2.
All Products, to which a functional test has been provided, will pass that test
and appropriate logs maintained. All other assemblies will comply with the
Customer’s specifications and drawings. All data gathered from functional tests
shall be made available to the Customer on demand, and in monthly intervals.


5.2.                              The Supplier shall provide adequate space to allow for
supervised source inspection of the products, by the Customer. The Customer
shall provide the Supplier with reasonable notice prior to source inspection
except regulatory (e.g. UL) at the Supplier’s location. All source inspections
will be conducted during the Supplier’s normal business hours and on
non-interference basis with the Supplier’s other operations.


6.             WARRANTY


6.1.                              The Supplier warrants that for a period of three hundred
sixty five (365 days), for both Material Defects and Workmanship Defects, from
date of shipment of each tested Unit to the Customer, such Unit:


(a)                                  shall be free from defective materials and workmanship,


(b)                                 shall be constructed of components and parts that are compliant
with the Customer’s AVL,


(c)                                  shall be manufactured and tested in accordance with the
Specifications set forth in Exhibit C,


The
Supplier further warrants that any purchased component or material shall carry
the warranty extended by the manufacturer, which shall not extend beyond three
hundred sixty five (365 days) from date of shipment of each tested Unit to the
Customer.


6.2.                              This warranty is limited to replacement or repair of
defective Units, and does not apply to Units which have been utilized in
manners that are not intended for the product or improperly stored. Units that
have been modified or repaired by parties that are not the Supplier or a agreed
upon third party by both parties will void immediately any expressed or implied
warranty.


 


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6.3.                              Warranty claims by the Customer shall state the general
nature of the defect, unit, part number, serial number and date the unit was
discovered to be defective and shall be verified within 10 working days of
receipt by the Supplier, failing which such claims shall be deemed accepted by
the Supplier. This “claim verification” period can be extended by written
request to the Customer specifying the reason for the extension. Products
returned to the Supplier under warranty shall be repaired, replaced or credited
at the Customer’s option. The Supplier shall pay transportation costs, provided
that Customer uses Supplier authorized common carrier ground service, for the
return. of such products from domestic locations. Prior to return of any
warranty materials, the Customer must contact the Supplier’s designated
representative to receive a Return Material Authorization (RMA) number,
following the RMA process described in Exhibit F.


6.4.                              The Customer may require the Supplier to halt or delay
shipments, or refuse delivery subject to testing, if defective Units have been
delivered, until the Supplier takes steps to correct the defect so that the
Customer has reasonable assurance that future Units will conform to the Specifications.
Within 10 business days after delivery to the Customer, the Units are
considered accepted product and returnable under the warranty provisions. This “claim
verification” period can be extended by written request to the Supplier
specifying the reason fur the extension.


7.             ENGINEERING CHANGES


7.1.                              Engineering Change Orders (BCDs) may be initiated by either
party. The Customer will give advance written notice to the Supplier of any BCD
requested by the Customer.  If the BCO is
identified as critical by the Customer, the Supplier will implement the BCO
within forty-eight (48) hours of receipt of such notice. This 48-hour
implementation is contingent upon material availability. All other BCO
implementation schedules will be by mutual agreement between the Customer and
the Supplier.


7.2.                              The Supplier shall provide a written assessment on M ECO
summary sheet of the anticipated effects of ECOs on the Supplier’s schedule and
manufacturing costs (including costs associated with scrap and rework, retooling,
fixtures, raw material and any changes to the recurring product price). The
Supplier and the Customer shall negotiate in good faith the costs associated
with processing and implementing those BCOs.


7.3.                              The Supplier shall give advance written notice on an ECO
summary sheet of any BCD proposed by the Supplier. The Supplier shall not
implement the BCO without the Customer’s prior written consent, which may be withheld
in the Customer’s sale discretion. However, the Customer agrees to use good
faith in exercising such discretion.


7.4.                              The Customer will reimburse the Supplier for the cost of any
parts and/or material covered by Section 3 of this agreement (Forecasts And
Ordering), long lead components and minimum buy components that due to
Engineering Changes cannot be used by the Supplier to produce. In the case of
parts and materials not yet delivered by the suppliers, the cancellation
changes or other liabilities incUl1’ed by the Supplier in canceling such parts
and materials shall be borne by the Customer. The Supplier shall use reasonable



 


13





















 


effort to minimize the Customer’s
liability. However, the Customer reserves the right to approve in writing any
cancellation or liability prior to implementation of such cancellation.


8.             PRICES/TITLE


8.1.


(a)                                  Unit pricing is listed in Exhibit B and shall be clearly
specific to a corresponding assembly revision level.


(b)                                 Except as provided in 8.1.e below) pricing cannot be changed
without written approval by both parties) which shall not be unreasonably
withheld.


(c)                                  All prices are FOB - the Supplier’s facility in (Hudson),
Massachusetts, The Customer shall be responsible for and pay all shipping and
transportation insurance costs for products shipments. The Supplier is expected
to achieve 100% on time delivery performance to the designated F.O.B. point. “On-time”
deliver is defined as within 5 days early and 0 days late of scheduled delivery
date on purchase orders placed by the Customer in accordance to this Agreement.
 If Product is late for reasons within
the Supplier’s control, the Customer may require the Supplier to air ship the
Product to locations specified by the Customer or its’ designated 3ra party
distribution partners with the Supplier bearing the incremental cost between
standard cost versus premium air shipment. The Customer will not unreasonably
require the Supplier to air ship product unless the Customer needs Product to
meet their commitments. If the Supplier is more than 15 working days late on
committed delivery date, Ii 5% discount for that order shall be applied on the
invoice.


(d)                                 All taxes win be borne by the Customer. If sales to the
Customer are exempt from any taxes, the Customer shall furnish to the Supplier
a certificate of exemption from the applicable taxing authority.


(e)                                  Initial Term pricing shall remain fixed per the quoted and
purchased order quantities as detailed in the Customer’s Purchase order
(Exhibit B). If there is a deviation in volume in excess of +/” 10% of any
forecast, engineering changes, or if there are substantial variations in
material costs; Market Conditions, the parties agree to analyze the pricing
involved and make appropriate adjustments if necessary.


(f)                                    Applicable charges, determined by the Supplier, will be
charged in the event that, due to the Customer’s specific request or failure to
provide required information such as test specifications or appropriate
documentation, overtime is required to be performed.


8.2.                              Title of the Product shall pass to the Customer upon shipment
from the Supplier, (Hudson), Massachusetts.


 


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9.             PAYMENTS TERMS


9.1.                              Supplier payments terms specified below are subject. to
satisfactory review of Customer’s Financial Statements.


All
payments for Products shall be made by the Customer remitting the amounts due within
thirty (30) calendar days of invoice date from the Supplier, to the address
specified in paragraph 1.8.  Payment due
to Supplier under section 3.2, 3.3. and 3.4 hereof shall be made to Supplier
from Customer immediately upon receipt of an invoice from Supplier.


10.          TERM AND TERMINATION


10.1.                        This agreement shall commence as of the Effective Date and
continue for a minimum period of twelve (12) months, (“Initial Term”).


If
agreed to by both parties, this Agreement shall be extended for following one
(1) twelve (12) month periods.


10.2.                        This agreement may be terminated at any time by written
agreement of the parties.


10.3.                        If either party breaches a material provision of these
Agreement and the breach is not cured within 30 days after receipt of written
notice from the other party specifying the nature of the breach or if a plan is
not in place to expeditiously cure such breach, the non” breaching party may
terminate this Agreement by written notice to the party in breach (10.4) Either
party may terminate this Agreement by written notice upon the occurrence of any
of the following events, unless such event is eliminated or cured within 60
days of notice thereof:


(a)                                  the filing by the other party of a petition in bankruptcy or
insolvency; or


(b)                                 any adjudication that the other party is bankrupt or
insolvent; or


(c)                                  the filing by the other party of any petition or answer
seeking reorganization, readjustment, or arrangement of the business under any
law relating to bankruptcy or insolvency; or


(d)                                 the appointment of a receiver for all or substantially all
of the property of other party; or


(e)                                  the making by the other party of any assignment or attempted
assignment of the benefit of creditors; or


(f)                                    the institution of any proceedings for the liquidation or
winding up of the business or for the termination of the corporate charter of
the other party.


10.4.                        Termination of this Agreement shall not affect the survival
of any rights or obligations hereunder which by their nature are to survive and
be effective following termination of the Agreement.


 


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After
sixty (60) days following termination, remainders of inventory dollars which
are reasonably in Seller’s possession due to the uniqueness of the Customer’s
product shall be inventoried, boxed, and billed to the Customer at seller’s
cost plus 10%. excluding material consigned by the Customer, which shall be
managed by the Supplier at a flat handling charge at the rate of $30 per hour,
the Customer may request that components may be used in the manufacture of
alternate the Customer’s products which the Customer agrees to purchase in
accordance with the other terms of this Agreement.


11.          INDEMNIFICATION


The
Supplier shall indemnify and save harmless the Customer, it’s officers,
directors, agents and employees from and against any and all liabilities,
obligations, claims, damages, penalties, causes of actions, costs and expenses
caused by or results from the negligence or willful acts or omissions of the
Supplier or Supplier’s employees. This provision shall survive the termination
of this Agreement.


The
Customer shall indemnify and save harmless the Supplier, it’s officers,
directors, agents and employees from and against any and all liabilities,
obligations, claims, damages, penalties, causes of actions, costs and expenses
caused by or results from the negligence or willful acts or omissions of the
Customer or Customer’s employees. This provision shall survive the termination
of this Agreement


12.          COST CONTAINMENT PROGRAM


Beginning
with the date of this agreement, the Supplier agrees to review material cost
and labor efficiencies on all products quarterly and present to the Customer
cost improvement opportunities.  This
would include part crosses/substitutions, design review for manufacturability,
and test enhancement. As a result of these efforts, the savings shall be shared
equally between the Supplier and the Customer for the first ninety (90) days in
effect; The Supplier will be responsible for research, submittal of formal presentation,
and samples of items under consideration, along with potential cost impact
data.


13.          GLOSSARY


When
used in this Agreement, these terms shall have the following meanings:


(a)                                  “Product” means the assemblies listed on Exhibit “A”) to be
manufactured under this agreement.


(b)                                 “Specification” means the manufacturing and test
specifications pertaining to the Product, as well as any changes or additions
thereto, as set forth in Exhibit “CU”.


(c)                                  “Bill of Material” means the list of components, parts and
materials that constitute the Product.


(d)                                 “Approved Vendor List” or “A VL” means a listing of approved
suppliers of components listed on the Bill of Materials.


 


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(e)                                  “Units” means one or more of the Product.


(f)                                    “Engineering Change Order” or “BCO” means any mechanical or
electrical change in supplier, drawings, specification, designs, bills of
material or product standards involving equipment part substitutions or
internal rea1locations of parts which would affect performance, reliability,
function, safety, serviceability, appearance, quality, immersions or tolerances
of the product.


(g)                                 “Work-in-process” or “WIP” means all products released to
production which has had labor applied to the order.  This includes kitted material and product in
all phases of manufacturing.


 


	
  Lightspace Corporation

  	
  IntegraTECH Solutions Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
  ____________________________________

  	
  ____________________________________

  
	
  By:

  	
  By:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  Date:

  	
  Date: