|   |   | **Exhibit 10.59**                                             |
|--------|--------|---------------------------------------------------------------|
|   |   | *****Text Omitted and Filed  Separately**                     |
|   |   | **Confidential Treatment Requested**                          |
|   |   | **Under 17 C.F.R. §§ 200.80(b)(4), and  240.24b-2** |

 

**AGREEMENTFOR PRODUCTS AND SERVICES**

**BETWEEN**

**INVISIONTECHNOLOGIES, INC.**

**AND**

**COORSTEK,INC.**

 

**THIS AGREEMENT FOR PRODUCTS AND SERVICES ismade by and between** CoorsTek, Inc., with officeslocated at 16000 Table Mountain Parkway, Golden, Colorado 80403 (hereinafter“CoorsTek” or  “Supplier”), and InVisionTechnologies, Inc., with offices located at 7151 Gateway Boulevard, Newark,California 94560 (hereinafter “InVision” or “Customer”).

 

**In consideration ofthe promises, mutual covenants and agreements contained herein, the receipt andsufficiency of which are hereby acknowledged, Customer and Supplier agree asfollows:**

 

# **1.**                                      DEFINITIONS

 

The termsdefined in this Section 1 shall have the meanings set forth below whenever theyappear in this Agreement, unless a different definition is described for aparticular Section or provision:

 

## **1.1.**                            “Affiliate” means (i) any corporation, subsidiary, or businessentity forty percent (40%) of which is owned directly or indirectly byCustomer, or (ii) any corporation which directly or indirectly owns fortypercent (40%) or more of Customer, or (iii) any corporation, subsidiary, orbusiness entity under the direct or indirect control of such corporation,subsidiary, or business entity as described in (i) or (ii).

 

## **1.2.**                            “Agreement” means this written contract between Customer andSupplier covering the purchase of Products and Services together with theStatement of Work, attached exhibits, and amendments to this Agreement issuedin accordance with the Section 25 entitled “Amendments”.

 

## **1.3.**                            “Liabilities”means all judgments, orders, awards, claims,damages, losses, liabilities, costs and expenses, including, but not limitedto, court costs and reasonable attorneys’ fees.

 

**1.4.**                            **“Change”**means a Customer or Supplier proposed change to the Supplier’s obligationshereunder.

 

## **1.5.**                            “Customer”means InVision Technologies, Inc. and shallalso include any Affiliate of InVision that places any Order(s) or obtains anyProducts or Services under this Agreement.

 

**1.6.**                            **“FinalAcceptance Test”** means inspection by the Federal AviationAdministration (FAA), an entity approved by the FAA, or other authorized governmentauthority to perform such test of any Products delivered under this Agreement.

 

## **1.7.**                            “Order(s)”means a written or electronic offer byCustomer for Products or Services that shall be deemed to incorporate allprovisions of this Agreement.

 

**1.8.****                            “Products”**means any deliverables under this Agreement, including assemblies, componentsand subassemblies associated with a System.

 

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## **1.9.**                            “Services”means the work to be performed by Supplierunder this Agreement in providing Supply Chain Management, Assembly Services,or field service support and excludes work performed by Supplier in providingProducts.

 

## **1.10.**                 “Statement(s) Of Work” means the written instruments made part of thisAgreement by this reference describing, among other things, the scope of theProducts to be delivered or Services to be performed by Supplier hereunder, thetime frame for completion thereof and the fee(s) associated therewith.

 

## **1.11.**                 “Supplier” means CoorsTek, Inc., and shall also include any Affiliate of CoorsTekthat provides any Products or Services under this Agreement.

 

## **1.12.**                 “System” means anInVision model CTX 2500 or CTX 5500DS explosive detection system(EDS).

 

# **2.**                                      TERM

 

This Agreement shall commence upon the execution hereof and shallcontinue for a period of one year and may berenewed for consecutive one-year term(s) if Customer provides Supplier withwritten notice of its intent to renew at least 30 days prior to expiration.

 

# **3.**                                      TERMINATION

 

## **3.1.**                            The rights and obligations created herein shall besubject to termination only in accordance with the termination provisions ofthis Agreement.

 

## **3.2.**                            Either party to this Agreement shall have the rightto terminate a singular Statement of Work  upon the following conditions. In the event of a breach of a material term of a singular Statement ofWork, the non-breaching party shall give the breaching party written notice ofthe breach.  The breaching party willhave ten (10) business days to cure such breach or within ten (10) business daysof receiving the notice, must provide to the non-breaching party an acceptableplan to cure the breach.  Failure tocure the breach or to set forth an acceptable plan to cure the breach withinthe allotted time frame shall give the non-breaching party the right toimmediately terminate that singular Statement of Work for cause pursuant to thewind down provision contained in the subject Statement of Work.

 

## **3.3.**                            Customer shall have the right to terminate thisAgreement if Customer’s contract with the Federal Aviation Administrationand/or Transportation Security Administration is terminated or substantiallyreduced by the government. Upon written notice of such a termination, Suppliershall cease performance of all Services and manufacture of all Products, asprovided in the applicable Statement of Work(s).

 

## **3.4.**                            Termination under this Section 3 shall not limit oraffect either party’s rights or obligations arising under this Agreement priorto such termination.

 

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# **4.**                                      SCOPE OF PRODUCTSAND SERVICES

 

**4.1.**                            Services- The description of the Services, together with the time(s) of performance aredescribed in this Agreement and Attachment 1 the Supply Chain ManagementServices Statement of Work and Attachment 2 Assembly Services Statement ofWork. The Services shall be performed upon such terms as set forth in theStatements of Work and this Agreement.

 

**4.2.**                            Products– Attachment 3 the Statement of Work for Components contains a description ofthe Products to be provided under this Agreement.  Products shall be manufactured and delivered upon such terms asset forth in Attachment 3 and this Agreement.

 

**4.3.**                            FieldService or Spares - Attachment 4, when and if negotiated by the parties willcontain the Statement of Work for Field Services or Spares to be provided underthis Agreement.

 

**5.**                                      **AGREEMENTCHANGE ORDERS**

 

**5.1.**                            Duringthe term of this Agreement, Customer or Supplier may agree to meet not lessfrequently than once per calendar quarter to review Supplier’s performanceunder this Agreement.  If as a result ofthese quarterly meetings, or as otherwise may arise during the term of thisAgreement, Customer proposes a change in Supplier’s obligations hereunder, thenall such Changes shall be implemented pursuant to the procedures set forth inthis Section.

 

**5.2.**                            If Customer desires to propose a Change, it shall deliver a writtennotice to the Supplier describing the Change proposal and establishing areasonable period for Supplier to respond. Supplier shall respond to such proposal within the time stated in theproposal by preparing and delivering to the Customer, a written documentindicating:

 

**5.2.1.**                                   theeffect of the proposal, if any, on the amounts payable by Customer under thisAgreement;

 

**5.2.2.**                                   theeffect of the proposal, if any, on Supplier’s performance of its obligationsunder this Agreement;

 

**5.2.3.**                                   theanticipated time schedule for implementing the proposal; and

 

**5.2.4.**                                   anyother information requested in the proposal or reasonably necessary forCustomer to make an informed decision regarding the proposal.

 

**5.3.**                            IfCustomer accepts the change proposal response by the Supplier, the partiesshall amend this Agreement to incorporate such changes.

 

**5.4**.                            Nochange shall be made by the Supplier without the written consent ofCustomer.  If Supplier desires topropose a Change, it shall deliver a written request to Customer, which shallinclude the information described in Section 5.2 above.

 

**5.5.**                            In theevent that Customer and Supplier can not agree on a Change, then Supplier willperform the Change as instructed by Customer, and Customer will pay aprovisional fee in an amount as determined by Customer.  The actual amount of the fee will bedetermined in accordance with the Dispute Resolution clause 20 of this Agreement.

 

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# **6.**                                      FEE(S)

 

As consideration for Supplier’s manufacture of the Products andperformance of the Services, Customer agrees to pay Supplier the Fee(s) setforth in the applicable Statement of Work.

 

# **7.**                                      INVOICESAND PAYMENTS

 

Payment termsare **[...***...]** days unless notedotherwise in the applicable Statement of Work.   A late payment charge of **[...***...]**% per month (annual rate of **[...***...]**%)will be added to past due accounts, unless other arrangements are made.  All orders are subject to managementapproval of and periodic review of credit, export and payment terms, which maybe modified by Supplier on reasonable notice for good cause.  When Wire Remittance is required ornecessary, remittance should be made to:

 

COORSTEK

c/o LaSalle Bank National Association

ABA #: 0071000505

### **Swift #:  [...***...]**

### **Acct #:  [...***...]**

 

When Check Remittance is required or necessary, checks should be sentto:

 

COORSTEK

c/o Bank of America

135 South LaSalle Dept. # 3193

Chicago, Illinois   60674-3193

 

# **8.**                                      WARRANTIES

## ** **

## **Except as set forth in the applicableStatement of Work SUPPLIER MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER,EXPRESS OR IMPLIED.  SUPPLIER EXPRESSLYDISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE.**

 

**9.****                                      CONFIDENTIALITY/PROTECTIONOF PROPRIETARY RIGHTS**

 

All of theCustomer’s specifications and processes are Confidential Information, and shallbe protected from disclosure as provided in the Non-Disclosure Agreementbetween Customer and Supplier dated January 8, 2002, attached to this Agreementas Attachment 6 and made a part hereof.

 

# **10.**                               INDEPENDENTCONTRACTOR

 

Supplier andCustomer hereby declare and agree that they are engaged in independentbusinesses and will perform their respective obligations under this Agreementas independent contractors and not as the agent or employee of the other party;that the persons performing services hereunder are not agents or employees ofthe other party; that each party has and hereby retains the right to exercisefull control of and supervision over the performance of its obligationshereunder and full control over the employment, direction, compensation anddischarge of all employees assisting in the performance of such obligations;that each party will be solely responsible for all matters relating to paymentof its employees, including compliance with workers’ compensation,unemployment, disability insurance, social security withholding, and all otherfederal, state and local laws, rules and regulations governing such matters;and that each party will be responsible for its own acts and those of itsagents, employees and subcontractors

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***ConfidentialTreatment Requested**

4

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during theperformance of its obligations under this Agreement. Each party agrees that itsemployees are not entitled to unemployment insurance benefits from the otherparty as a result of performing under this Agreement.  Each party is responsible for and shall pay all assessablefederal and state income tax on amounts paid under this Agreement.

 

# **11.**                               INDEMNITY

 

**11.1.**                     Customershall indemnify and hold harmless Supplier, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from any Liabilities arising fromand in connection with Supplier providing Services or Products under thisAgreement or from Customers’ use of Product(s) or the acts or omissions ofCustomer, its agents and employees and others under its direction or controlexcept to the extent such Liabilities are caused by or are the result of thenegligence or willful misconduct of Supplier. Such Liabilities shall include, but not be limited to, thoseattributable to personal injury, sickness, disease or death; and/or result frominjury to or destruction of real or personal property including loss of usethereof, theft, misuse or misappropriation.

 

**11.2.**                     Suppliershall indemnify and hold harmless Customer, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from any Liabilities arising fromand in connection with Supplier providing Services or Products under thisAgreement or the acts or omissions of Supplier, its agents and employees andothers under its direction or control except to the extent such Liabilities arecaused by or are the result of the negligence or willful misconduct ofCustomer.  Such Liabilities shallinclude, but not be limited to, those attributable to personal injury,sickness, disease or death; and/or result from injury to or destruction of realor personal property including loss of use thereof, theft, misuse ormisappropriation.

 

**11.3.**                     Customershall indemnify and hold harmless Supplier, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from and against all Liabilitiesarising out of or resulting from (i) assertions under workers’ compensation orsimilar employee benefit acts made by Customer or any of Customer’s employees,agents, subcontractors, or subcontractors’ employees or agents, or (ii) anyother claim which may be asserted by any of Customer’s employees, customers,agents, subcontractors or subcontractor’s employees or agents against Supplier,its owners, parents, affiliates, subsidiaries, agents, directors and employeesexcept to the extent such claim is the direct result of the gross negligence orwillful misconduct of Supplier.

 

**11.4.**                     Suppliershall indemnify and hold harmless Customer, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from and against all Liabilitiesarising out of or resulting from (i) assertions under workers’ compensation orsimilar employee benefit acts made by Supplier or any of Supplier’s employees,agents, subcontractors, or subcontractors’ employees or agents, or (ii) anyother claim which may be asserted by any of Supplier’s employees, suppliers(but not including suppliers under supply chain management services), agents,subcontractors or subcontractor’s employees or agents against Customer, itsowners, parents, affiliates, subsidiaries, agents, directors and employeesexcept to the extent such claim is the direct result of the gross negligence orwillful misconduct of Customer.

 

**11.5.**                     The foregoingindemnification obligations are conditioned upon the following:

 

**11.5.1.**           Theparty claiming a right to be indemnified (“Indemnified Party”) notifies theother party (“Indemnifying Party”) within ten (10) days of receipt or notice ofany claim or action for which the Indemnified Party will seek indemnification;

 

**11.5.2.**           TheIndemnifying Party has sole control of the defense and/or settlement of anyclaim;

 

**11.5.3.**           The Indemnified Partyshall furnish to the Indemnifying Party, upon request, information available tothe Indemnified Party for such defense; and

5

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**11.5.4.**           The Indemnified Partyshall provide the Indemnifying Party with reasonable assistance in connectionwith such defense.

 

**12.****                               INSURANCE**

 

**12.1.**                     Supplierwill, at its expense, procure and maintain insurance on all of its operations,including the policies listed below. Supplier will furnish certificates ofinsurance as requested.

 

**12.1.1.**    Workers’ Compensation Insurance in thestatutory amount.

 

**12.1.2.**    Employer’s Liability Insurance, in theamount of $**[...***...]** peroccurrence.

 

**12.1.3.****          **CommercialGeneral Liability Insurance, including coverage for property damage andpersonal injury, in the amount of $**[...***...]**per occurrence.

 

**12.1.4.****          **Productsliability coverage, including coverage for property damage and personal injury,in the amount of $**[...***...]** peroccurrence.

** **

**12.1.5.****          **PropertyInsurance, including coverage for Customer owned material located on Supplier’spremises and in transit, in the amount of $**[...***...]**per occurrence.

 

**12.1.6.****          **CommercialAutomobile Liability Insurance with a $**[...***...]**combined single limit.

 

**12.2.**                     Customerwill, at its expense, procure and maintain insurance on all of its operations,including the policies listed below. Customer will furnish certificates ofinsurance as requested.

 

**12.2.1.**           Workers’ CompensationInsurance in the statutory amount.

 

**12.2.2.**           Employer’s LiabilityInsurance, in the amount of $**[...***...]**per occurrence.

 

**12.2.3.**           Commercial GeneralLiability Insurance, including coverage for property damage and personalinjury,  in the amount of $**[...***...]** per occurrence.

 

**12.2.4.**           Products liabilitycoverage, including aviation related products, war risk and terrorism coverage,including coverage for property damage and personal injury, in the amount of $**[...***...]** per occurrence.

 

**12.2.5.**           Commercial AutomobileLiability Insurance with a $**[...***...]**combined single limit.

 

# **13.**                               PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRETINDEMNIFICATION

 

**13.1.          **Customer shall indemnify and hold harmless Supplier, its owners, parents,Affiliates, subsidiaries, agents, directors and employees from and against allLiabilities that may result by reason of any infringement or claim of 

 

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***Confidential Treatment Requested**

6

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infringementof any patent, trademark, copyright, trade secret or other proprietary rightrelating to the design and/or use of the Systems.  Customer will defend and/or settle at its own expense any actionbrought against Supplier to the extent that it is based on a claim that theSystem design(s) and/or the use thereof, infringe any patent, trademark,copyright, trade secret or other proprietary right.

## ** **

 

## **13.2.**                     If a preliminary or final judgment shall be obtainedagainst Supplier based upon its providing of Services or Product(s) or any partthereof by reason of alleged infringement, or if in Supplier’s opinion, suchSystem(s) or any part thereof, and/or the use thereof are likely to becomesubject to a claim for infringement, Customer shall, at its expense and optionand without any effect or waiver of any right Supplier may possess at eitherlaw or equity, either: (1) procure for Supplier the right to continuemanufacturing and using such System(s); or (2) replace or modify System(s) sothat it becomes non-infringing but only if the modification or replacement doesnot adversely affect the Supplier’s rights or ability to use same as specifiedherein.

 

## **13.3.**                     Supplier shall indemnify and hold harmless Customer,its owners, parents, Affiliates, subsidiaries, agents, directors and employeesfrom and against all Liabilities that may result by reason of any infringementor claim of infringement of any patent, trademark, copyright, trade secret orother proprietary right relating to the Supplier’s supply chain managementand/or manufacturing and assembly processes. Supplier will defend and/or settle at its own expense any action broughtagainst Customer to the extent that it is based on a claim that the supplychain management and/or manufacturing and assembly processes and/or the usethereof, infringe any patent, trademark, copyright, trade secret or otherproprietary right.

 

## **13.4.**                     If a preliminary or final judgment shall be obtainedagainst Customer based upon its providing of supply chain management and/ormanufacturing and assembly processes or any part thereof by reason of allegedinfringement, or if in Customer’s opinion, such supply chain management and/ormanufacturing and assembly processes or any part thereof, and/or the usethereof are likely to become subject to a claim for infringement, Suppliershall, at its expense and option and without any effect or waiver of any rightCustomer may possess at either law or equity, either: (1) procure for Customerthe right to continue using such Services; or (2) replace or modify Services sothat they become non-infringing but only if the modification or replacementdoes not adversely affect the Customer’s rights or ability to use same asspecified herein.

 

**13.5.**                     Theforegoing indemnification obligations are conditioned upon the following:

 

**13.5.1.**        The party claiming a right to be indemnified(“Indemnified Party”) notifies the other party (“Indemnifying Party”) withinten (10) days of receipt or notice of any claim or action for which theIndemnified Party will seek indemnification;

 

**13.5.2.**           TheIndemnifying Party has sole control of the defense and/or settlement of anyclaim;

 

**13.5.3.**           TheIndemnified Party shall furnish to the Indemnifying Party, upon request,information available to the Indemnified Party for such defense; and

 

**13.5.4.**           The Indemnified Partyshall provide the Indemnifying Party with reasonable assistance in connectionwith such defense.

 

7

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# **14.**                               ADVERTISING;PUBLICITY

 

Customer andSupplier grant to each other permission to reference the other in advertising,promotional efforts and publicity so long as the party originating theadvertisement, promotional effort or publicity provides the other party priornotice.   Nothing in this section shallprohibit either party from making any disclosure ordered by a court or agencyof competent jurisdiction or otherwise required by law.

 

# **15.**                               PLANTAND WORK RULES

 

Supplier andCustomer, while on the premises of the other shall comply with all plant rulesand regulations including, where required by governmental regulation,submission of satisfactory clearance from the appropriate governmentalauthorities.

 

# **16.**                               FORCEMAJEURE

 

Neither partyshall be liable for failure to perform when such failure is caused byunforeseeable force majeure circumstances. If such circumstances occur, the party injured by the other’s inabilityto perform may elect to (1) terminate that portion of this Agreement adverselyimpacted by the failure to perform and as specified in Section 3 of thisAgreement; and/or (2) suspend that portion of this Agreement adversely impactedby the failure to perform for the duration of the force majeure circumstances,and then resume performance under this Agreement.  The party experiencing the force majeure circumstances shallcooperate with and assist the injured party in all reasonable ways to minimizethe impact of such circumstances on the injured party, including assisting inlocating and arranging for substitute Products or Services.

 

**17.          SUPPLIER’S RIGHT FOR FIRST OPPORTUNITYTO SUBMIT OFFER**

# ** **

# **Customer shall give Supplier the firstopportunity to submit an offer to provide Supply Chain Management Servicesrelated to any new products outsourced by Customer.**

 

# **18.**                               RESERVATIONOF RIGHTS

 

Neitherparty’s delay or failure in enforcing any right or remedy afforded hereunder orby law shall prejudice or operate to waive that right or remedy or any otherright or remedy which it shall have available; nor shall any such failure ordelay operate to waive either party’s rights to any remedies due to a futurebreach of this Agreement, whether of a like or different character.

 

# **19.**                               SEVERABILITY

 

In the eventthat a court or a governmental or regulatory agency with proper jurisdictiondetermines that this Agreement or a provision of this Agreement is unlawfulrespectively, this Agreement, or that provision of this Agreement, to theextent it is unlawful, shall terminate. If a provision of this Agreement is terminated but the parties cancontinue legally, commercially and practicably without the terminatedprovision, the remainder of this Agreement shall continue in effect.  No additional liability shall attach to eitherparty as a result of any such termination.

 

# **20.**                               DISPUTE RESOLUTION

# ** **

# **Any controversy, claim, or dispute arising out of or relating to thisAgreement, or the breach thereof, shall be settled through good faithnegotiation between the parties.  In theevent that said**negotiationsare not successful, the controversy, claim, or dispute shall be resolvedthrough arbitration.  Such arbitrationshall take place in San Francisco, California and shall proceed in accordancewith Commercial Arbitration Rules of the American Arbitration Association andthe laws of the State of California without regard to the provisions thereofconcerning conflict of 

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# ** **

# **laws. All costs and expenses of the arbitration (including fees of thearbitrators) shall be split equally between the parties.  The non-prevailing party shall pay theprevailing parties attorney fees in any such arbitration.**

 

# **21.**                               NONEXCLUSIVEAGREEMENT

 

Except as setforth in section 17 above, it is expressly understood and agreed that thisAgreement does not grant to Customer or Supplier any exclusive privileges orrights and Supplier and/or Customer may contract with other Customers and/orSuppliers to provide comparable services.

 

# **22.**                               ASSIGNMENT

 

Neither partymay assign this Agreement without the express written permission of the otherparty.  Provided, however, that a changein control of a party, by merger, acquisition or other change in stockownership, shall not be deemed to be an assignment.

 

# **23.**                               SETOFF

 

All claims for money due or to become due from one party shall besubject to deduction or setoff by the other party by reason of any counterclaimarising out of this or any other transaction with that party.

 

# **24.**                               REMEDIESCUMULATIVE

 

The remediesprovided herein shall be cumulative and in addition to any other remediesprovided by law or equity.

 

# **25.**                               AMENDMENTS

 

No change ormodifications of any terms or conditions herein shall be valid or binding oneither party unless made in writing and signed by Customer and an authorizedrepresentative of Supplier.

 

# **26.**                               NOTICES

 

Any noticerequired to be given hereunder shall be in writing and shall be addressed tothe parties at their respective address set forth below.  All notices shall be deemed given five (5)days after mailing by certified mail, return receipt requested, and one (1) dayafter sending by a nationally recognized overnight courier service whichprovides a delivery receipt.

 
| Customer:                 |   | Supplier:                     |
|---------------------------|--------|-------------------------------|
| InVision  Technologies    |   | CoorsTek,  Inc.               |
| 7151 Gateway  Boulevard   |   | Legal  Services Office        |
| Newark,  California 94560 |   | 16000 Table  Mountain Parkway |
|                      |   | Golden,  Colorado 80403       |

# ** **

# **27.**                               WAIVER

 

Either party’sfailure to insist on performance of any of the terms or conditions herein or toexercise any right or privilege, or either party’s waiver of any breachhereunder shall not be construed to be a waiver, or waive any other terms,conditions, or privileges, whether of the same or similar type.

 

# **28.          GOVERNING LAW**

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This Agreementand all transactions hereunder shall be governed by and construed in accordancewith the laws of the State of California, without regard to any provisionsregarding conflict of laws.

 

# **29.          INTELLECTUAL PROPERTY**

 

Allintellectual property rights in Supplier’s supply chain management andmanufacturing and assembly processes, including without limitation utilitypatent, design patent, trademark and copyright, are the sole property ofSupplier.  All intellectual propertyrights in the Product, including without limitation utility patent, designpatent, trademark and copyright, all Customer specifications, and all methodsof manufacturing the Products as provided by Customer, are the sole property ofCustomer.  If Supplier makes animprovement to the Products, the specifications or the method of manufacturingthe Products, then Supplier hereby grants Customer a perpetual, irrevocable,exclusive and royalty-free license to use such improvements.  Notwithstanding the foregoing, if Suppliermakes an improvement to a method of manufacturing the Products that can beapplied to products that do not compete with Customer’s Products, thenSupplier’s grant of license shall be non-exclusive and Supplier shall not granta license to any party that competes, directly or indirectly, with Customer.

 

# **30.**                               LIMITATIONOF LIABILITIES

 

Notwithstandingany other provision of this Agreement, neither party shall be liable to theother for special, indirect, consequential or incidental losses or damages ofany kind or nature whatsoever, including but not limited to lost profits, lostrecords or data, lost savings, loss of use of facility or equipment, loss byreason of facility shut-down or non-operations or increased expense ofoperations, or other costs, charges, penalties, or liquidated damages,regardless of whether arising from breach of contract, warranty, tort, strictliability or otherwise, even if advised of the possibility of such loss ordamage or if such loss or damage could have been reasonably foreseen.

 

**31.****                               EXPORTAND IMPORT CONTROL**

 

**31.1.**                     The Product is subject to theExport Control regulations of the United States Department of State and/or theUnited States Department of Commerce. Customer agrees to provide Supplier with all necessary information tocomply with the all export laws, controls and regulations of the United StatesGovernment.  Customer will be the UnitedStates Principal Party of Interest and accordingly, Customer shall beresponsible and liable for all aspects of export compliance.

 

**31.2.**                     Customer will be the Importer ofRecord and accordingly shall be responsible and liable for all aspects ofimport compliance necessary to obtain System components.

 

**32.****                              ****GOVERNMENTSUBCONTRACT**

 

This Agreementis a subcontract under Customer’s contract with the Federal Aviation Administration,Contract No. DTFA01-02-C-00023. Supplier shall comply with the contract clauses listed below.  Supplier may obtain the full text of theseclauses via Internet at: http://fast.faa.gov (on this web page, select“toolsets”, then “procurement toolbox”).

 
| 3.6.2-9   |   | Equal  Opportunity                                                |   | August  1998  |
|-----------|--------|-------------------------------------------------------------------|--------|---------------|
| 3.6.2-12  |   | Affirmative  Action for Special Disabled and Vietnam Era Veterans |   | January  1998 |
| 3.6.2-13  |   | Affirmative  Action for Workers with Disabilities                 |   | April  2000   |
| 3.2.2.3-8 |   | Audit  and Records                                                |   | April  1996   |

 

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**33.****                              ****DEFENSEPRIORITY**

 

This Agreementis subject to a Defense Priority and Allocation System (DPAS) Rating ofDO-H8.  Supplier shall fill this orderin compliance with the DPAS regulations, 15 CFR Part 700.

 

**34.          SURVIVAL**

 

The followingSections of this Agreement shall survive any termination thereof, 1, 3, 4, 6,7, 8, 9, 11, 13, 17, 18, 19, 20, 26, 27, 28, 29, 30, 31, 35, 36 and 37.

 

**35.****                              ****HEADINGS**

 

Headings areintended solely as a convenience and shall not control the meaning orinterpretation of any provision of this Agreement.

 

**36.****                               CONSTRUCTION**

 

The parties acknowledge that they and their respective counsel havereviewed this Agreement in its entirety and have had a full and fairopportunity to negotiate its terms. Each party therefore waives all applicable rules of construction thatany provision of this Agreement should be construed against its drafter, andagrees that all provisions of the Agreement shall be construed as a whole,according to the fair meaning of the language used.

 

# **37.**                               ENTIREAGREEMENT

 

This Agreementconstitutes the entire agreement between the parties hereto and supersedes anyprevious agreements or understandings whether oral or written.  The printed terms and conditions contained inpurchase orders, invoices or other documents issued by Customer with respect tothis Agreement, whether previously or in the future, shall be of no effect andshall be superseded by this Agreement. In the event of any conflict between or among any documents which arepart of this Agreement, precedence shall be given first to the text of thisAgreement and second to its Attachments, and third to its Exhibits. Any term orcondition, other than delivery date, quantity or price terms, on an Order,acknowledgment form, or other forms or documents will not apply and areobjected to, unless such term is approved in writing by an authorizedrepresentative of each party.

 

**IN WITNESS WHEREOFthe parties have caused this Agreement to be executed by their duly authorizedrepresentatives as of the last date of signature written here below.**

 
| **CoorsTek, Inc.**:     | **InVision  Technologies:** |
|-------------------------|-----------------------------|
|                    |                        |
|                    |                        |
| **By:**                 | **/s/ Derek Johnson**       |   | **By:** | **/s/ Donald Mattson** |   |
|                    |                        |
| **Name: DEREK JOHNSON** | **Name: DON MATTSON**       |
|                    |                        |
| **Title: COO**          | **Title: COO**              |
|                    |                        |
| **Date:**               | **6/10/2002**               |   | **Date:** | **May 31, 2002** |   |
|                         |                             |  |  |  |  |  |  |  |  |

 

 

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**ATTACHMENT1**

**SUPPLYCHAIN MANAGEMENT SERVICES**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

This Statement of Work is attached to and made a part of that certainAgreement for Services (“Agreement”), by and between CoorsTek, Inc.,(“Supplier”) and InVision Technologies (“Customer”).

 

**1.****              ServicesDescription**

** **

**a.****              **Overall:  Supplier shall receive instructions fromCustomer to carry out Supply Chain Management (SCM) Services in the performanceof this Agreement including procurement, for Customer related to the assemblyof the Systems.  Supplier will beresponsible for managing (on behalf of Customer) an estimated 350 componentsuppliers.  Supplier will provide afacility for the receipt and inspection of all components purchased fromsuppliers.

 

**b.****              **ProcurementPlanning and Execution:  Basedsolely on Customer’s released Master Production Schedule andCustomer-controlled Bills of Materials, Supplier will generate MaterialsResource Planning (MRP) to determine order requirements; Supplier willnegotiate price, lead time, and delivery on behalf of Customer; Supplier, onbehalf of Customer using forms provided by or approved by Customer will useboth traditional (discrete Purchase Orders (PO)) and more advanced (VendorManaged Inventory, Just-in-Time/Kanbans) purchasing mechanisms to bring therequired inventory into the physical and logical system; it is the Customer’sintent that the Supplier execute the procurement activities to meet allfirm-planned orders reflected in the Master Production Schedule and to planprocurement activities to meet the forecasted demand; all changes to Customer’sApproved Vendor List / Approved Parts List need the Customer’s approval andmust pass through the Change Notification process described in Section 5 of theAgreement, to cut-in the approved change; Supplier will ensure fair andequitable treatment of all multiple-source suppliers given equal performance interms of cost, schedule, and quality.

 

**c.****              **Receiving,Receiving Inspection, and Receiving Test: Based on Customer’s designations for receiving inspection andcomponent-level testing, Supplier, either directly or through suppliersauthorized by Customer will evaluate incoming materials to ensure conformanceto standards; known “good” product will be accepted and stored by the Supplier;non-conforming material will be immediately returned to the vendor by theSupplier.

 

**d.****              **AccountsPayable Administration:  Based onconfirmed “good” product (see section above) and accepted receipts, Supplierwill supply Customer with weekly check run requirements along with auditablerecords (POs, shipping documents, receiving documents); Supplier will transferto Customer’s system (ROI*) the following information by cost category(standard cost, PPV, freight, tooling, NRE, expedite charges).

 

**e.****              **InventoryManagement and Control:  Supplierwill physically store and control Customer’s inventory at several locations(Central Warehouse, three WIP Warehouses, and a single Material Review Board(MRB) Warehouse); logically, the detailed inventory records and transactionswill reside in the Supplier’s Enterprise Resource (ERP) system; Supplier willprovide on-site support to ensure accurate transactions at the three manufacturingsites (Supplier’s, Customer’s, additional Contract Manufacturer (CDS));Supplier will conduct on-going cycle count activities as well and will reviewall adjustments with Customer – Customer retains the responsibility to approveadjustments; Customer-defined reports and audits will be used to verify theaccuracy of the Supplier’s inventory control system.

 

----

 

 

**f.****                **MaterialHandling:  Supplier will providematerial handlers who will be responsible for the line-side supply usingKanbans and Demand Flow techniques; Supplier’s material handlers will moveknown “good” material to the line to prevent stock-outs and will rapidlyremove/disposition defective material; additionally, Supplier will activelymanage the shortage list – expediting material as required to ensure continuityof supply to all three production sites; Supplier will measure deliveryperformance to each site and will regularly review performance with Customer.

 

**g.****             **MaterialReview Board (MRB) for Discrepant Items: Supplier will maintain a physical MRB at all assembly sites and onelogical MRB in its ERP system; Supplier will clear MRB on a daily basis workingwith Customer and any other Contract Manufacturer; Customer retainsresponsibility for dispositioning material for continued use or re-work;Supplier retains responsibility for returning material to vendor when it cannotbe used in the production process; Supplier will collect and report qualitystatistics based on the MRB activity; Supplier will regularly measure andreport performance to Customer and will drive continuous improvement of thesupply base.

 

**h.****             **ReturnMaterial Authorization (RMA) and Return to Vendor (RTV) forComponents/Sub-systems:  WhenSupplier finds defective materials, it will request RMAs from the vendors andthe manage the returns process; Supplier will manage its MRP to compensate forthe discrepant material and will work with the vendors to prevent anystock-outs; Supplier will generate credits to Customer based on the returns.

 

**2.****              Fee**

 

**a.****                                       Non-RecurringExpenses (“NRE”). **Customer shallreimburse Supplier’s NRE not to exceed $**[...***...]**.  Supplier will bill Customer monthly for NREincurred during the month.  NRE isintended to cover production set-up expenses including extraction, testingareas, assembly fixtures, tooling fixtures, electrical accommodations, etc.

 

**b.             Fee.**  Supplier shall issue an invoice to Customerevery **[...***...]** weeks based uponnumber of unit starts as determined by gantries placed at assembly station 1 asillustrated in Attachment 6 **Business Structure and Materials Management Overview**.  Pricing will be determined by the number ofunit starts estimated for the quarter, or the prorated number for periods lessthan one quarter, per the SCM Management Fee Schedule in the Table below atquarter start. Adjustments to the pricing due to a change in volume will bereconciled during the last billing cycle of the quarter.   Payment terms are Net **[...***...]** days. The addition of materialmanagement services for related products such as field support is possible andthe rate structure will be adjusted by mutual consent of the Supplier andCustomer to accommodate changes in quantity/volume that may result.

 
| Quantity  (Machines per Quarter)              |   | **[...***...]** |                                      | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  |
|-----------------------------------------------|--------|-----------------------|-------------------------------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|-----------------------|
| Mgmt Fee  (% of Material Managed per Machine) |   | **$**                 | **[...***...]**

Fixed per  Quarter |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |                  | **[...***...]** |   |
|                                               |        |                       |                                           |                       |                       |                       |                       |                       |                       |                       |                       |                       |                       |                       |                       |  |

 

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* - In the event of sustained volumes less than **[...***...]**per quarter Customer and Supplierwill review resource requirements and determine if a restructuring of the SCMplan is necessary to further reduce costs.

 

 

**3.****              Inspectionand Acceptance**

**a.****               Inspection**- Customer may inspect Services performed by Supplier and/or its subcontractorsin progress or completed at any time.

**b.****               Acceptance**shall be deemed to occur no later than when Customer issues payment for SCMServices in accordance with Section 2 of this SOW

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***Confidential Treatment Requested**

** **

 

Attachment 1, Page 2

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**4.****              Warranty**

 

For the Services provided under this Statement of Work, Supplierwarrants that the Services shall be performed in accordance with a reasonablestandard of care and to the reasonable satisfaction of Customer.

 

**5.****              Schedule**

 

Supplier shall begin satisfactory implementation of supply chainmanagement services no later than May 1, 2002.

 

**6.****              Winddown of Supply Chain Management Services**

 

**a.****               Terminationfor Cause Procedure** - Upon termination for cause of the SCM Servicesrequired under this SOW by either party the following shall occur:

**i.****                **Supplierwill cease all work being performed under this SOW.

**ii.****            **Supplierwill deliver to Customer all finished Product, work in process, and rawmaterials and take all reasonable measures to protect Customer’s property inSupplier’s possession.

**iii.****        **Eachparty shall retain rights to intellectual property such party brought to thisAgreement and each party shall be bound by all confidentiality, intellectualproperty, warranty and indemnity obligations in accordance with the terms andconditions of this Agreement.

**iv.****           **Customerwill pay Supplier for SCM Services performed and for all SCM Services performedin accordance with this SOW and for reasonable and necessary expenses whichhave accrued to the date of termination less any amounts previously paid.

**b.****               TerminationProcedure at End of Agreement Term**- Upon termination of this SOW other thanfor cause the following shall occur:

**i.****                **Nolater than 30 days from the effective date of the termination Customer shallprovide Supplier with a Notice of Termination including:

**1.****             **Theeffective termination date.

**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing SCM Services and (2) for all otheractivities required by Customer related to the termination of this SOW.  The transition plan shall also include areasonable schedule for these activities.

**ii.****            **Accordingto the schedule in the transitionplan, Supplier will cease all work being performed under this SOW.

**iii.****        **Supplier will take all reasonablemeasures to protect Customer’s property in Supplier’s possession.

**iv.****           **Eachparty shall retain rights to intellectual property such party used inconjunction SCM Services and each party shall be bound by all confidentiality,intellectual property, warranty and indemnity obligations in accordance withthe terms and conditions of this Agreement.

**v.****               **Supplierwill have no obligation to train a third party to provide SCM Services toCustomer.

**vi.****           **Customerwill pay Supplier for SCM Services performed and for all SCM Services performedin accordance with this SOW, for reasonable and necessary expenses which haveaccrued to the date of termination, less any amounts previously paid, plus anycosts incurred by Supplier’s in implementation of the transition plan.

 

**c.****            Termination forConvenience Procedure**- Upon termination of this SOW for the convenience ofthe TSA, the following shall occur:

**i.**        The  Customer shall provide Supplier with aNotice of Termination including:

**1.****             **Theeffective termination date.

 

 

Attachment 1, Page 3

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**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.****            **Supplierwill immediately cease all work being performed under this SOW, except for workspecified in the transition plan required by Customer to terminate this SOW.

**iii.**            Supplier will take allreasonable measures to protect Customer’s property in Supplier’s possession.

**iv.**              Eachparty shall retain rights to intellectual property such party used inconjunction Assembly Services and each party shall be bound by allconfidentiality, intellectual property, warranty and indemnity obligations inaccordance with the terms and conditions of this Agreement.

**v.**             Supplier will have noobligation to train a third party to provide Assembly Services to Customer.

**vi.****           **Customerwill pay Supplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW, for reasonable and necessary expenseswhich have accrued to the date of termination, less any amounts previouslypaid, plus any costs incurred by Supplier’s in implementation of the transitionplan

 

 

Attachment 1, Page 4

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**ATTACHMENT2**

**ASSEMBLYAND INTEGRATION SERVICES**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

ThisStatement of Work is attached to and made a part of that certain Agreement forServices (“Agreement”), by and between CoorsTek, Inc., (“Supplier”) andInVision Technologies (“Customer”).

 

**1.****              ServicesDescription**

 

a.               Overall:  Supplier shall receive instructions fromCustomer to carry out Assembly and Integration Services in the performance ofthis Agreement including: Supplier as one of three assemblers of Customer’sSystems will provide all necessary labor, facilities and infrastructurerequired to perform the assembly services. This service does not include Customer’s Quality Assurance and FactoryAcceptance Testing.

 

b.              Assembly:  Supplier will build sub-assemblies and completemechanical/electrical assembly to Customer’s specifications.

 

c.               BayTest:  Supplier will manage the“powering on” of the System, align the X-Ray Tube, Collimeter, and Detectorsper specification, and prepare the system for integration; system-level reworkto bring the System into specification will be conducted by the Supplier aspart of this effort.

 

d.              Integration:  Supplier will integrate the System’shardware and software using Customer-provided instructions, work sequences, andspecifications; system-level rework to bring the System into specification willbe conducted by the Supplier as part of this effort.

 

e.               ManufacturingSupport through Quality Assurance (QA) and Factory Acceptance Testing (FAT):  When Supplier notifies Customer that the Systemis ready for QA or FAT, Customer expects a fully capable and compliant System;if the System fails to meet the QA or FAT specifications during testing,Customer will notify Supplier of the discrepancy and the Supplier will reworkthe System and resubmit it for testing; Supplier maintains responsibility forthe System until it ships complete from the site.

 

f.**                **In-processRework (to meet product specification or based on Customer-approved MRBdispositions):  Supplier to manageinternal rework required to bring the System into specification and to passQA/FAT tests for first-run products.

 

**2.****              Fee**

 

**a.****               Non-RecurringExpenses (“NRE”). **Customer shallreimburse Supplier’s NRE not to exceed $**[...***...]**.  Supplier will bill Customer **[...***...]** for NRE incurred during the **[...***...]**.  NRE is intended to cover production set-up expenses includingextraction, testing areas, assembly fixtures, tooling fixtures, electricalaccommodations, etc.

**b.****               [Reserved]**

**c.****              **Customerexpects to see declining costs associated with assembly of the Systems overtime based on the high volumes and expected learning

**d.****              **Anassembly fee for the CTX 2500 of $**[...***...]**perunit will be incurred for the second quarter of 2002 based on Customer’sacceptance of the work by Supplier

**e.****              **Anassembly fee for the CTX 5500 of $**[...***...]**per unit will be incurred for the second quarter of 2002 based on Customer’sacceptance of the work by Supplier

**f.****                **Ona quarterly basis, Supplier will review its actual hourly content required tobuild the Systems and Customer and Supplier will negotiate a revised priceequal to or less than the previous quarter’s price.  The revised price will be based on a fee equal to (1) $ **[...***...]**per man hour 

 

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***Confidential Treatment Requested**

 

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(verification of actual amount to be confirmed after completion of thefirst control build) plus (2) a burden rate of **[...***...]**% of the material cost charged toInVision by its suppliers plus (3) **[...***...]**%of the total of (1) and (2). For clarity the current period assembly feeswere  calculated as follows for items(1) (2) and (3):

 

Model CTX 2500 requires **[...***...]**-man hours and materials cost of $**[...***...]**.

Calculation Example:

| (1)    | ** **($**[...***...]******x**[...***...]**) **=**             |   | $**[...***...]** | plus   |
|--------|--------------------------------------------------------------------------------|--------|------------------------|--------|
| (2)    | ** **(**[...***...]**x****$**[...***...]**)  =                |   | $**[...***...]** | plus   |
| (3)    | ** [...***...]** x (**[...***...]**+**[...***...]**)  = |   | $**[...***...]** |   |
|   |                                                                           |   | $**[...***...]** |   |

 

Model CTX 5500 requires **[...***...]**-man hours and materials cost of $**[...***...]**.

Calculation Example:

| (1)    |  ($**[...***...]******x**[...***...]**) **=**                 |   | $**[...***...]** | plus   |
|--------|--------------------------------------------------------------------------------|--------|------------------------|--------|
| (2)    |  (**[...***...]**x  $**[...***...]**) =                       |   | $**[...***...]** | plus   |
| (3)    |  **[...***...]** x (**[...***...]**+**[...***...]**)  = |   | $**[...***...]** |   |
|   |                                                                           |   | $**[...***...]** |   |

 

**e.**               In the event thatCustomer and Supplier can not agree on a fee for a subsequent quarter, thenSupplier will continue to perform all Services under this Statement of Work,and Customer will pay a provisional fee in an amount as determined by Customer,and the actual amount of the fee will be determined in accordance with theDispute Resolution clause 20 of this Agreement.

 

**3.****              Inspectionand Acceptance**

 

**a.****               Inspection**- Customer may inspect Services performed by Supplier and/or its subcontractorsin progress or completed at any time.

**b.****               Acceptance**- Customer will conduct a Final Acceptance Test on each System. AssemblyServices shall be deemed accepted upon satisfactory completion of FinalAcceptance Test.

 

**4.****              Warranty**

 

**a.**               For the Servicessupplied under this Statement of Work, Supplier warrants that the Services willbe performed so as to assure conformance to specifications and drawings, be offirst class workmanship and free from defects in workmanship for twelve (12)months from the date of delivery (“Warranty”).

If the Services are not supplied as warranted, Supplier will repair theProducts, and if repair is not successful, replace the Products.

In any event, Customers’ exclusive remedy hereunder is limited to thefurnishing of replacement Products on an exchange basis, or, at Supplier’soption, to the repair or replacement of defective Products, but in either caseonly so long as an examination within the period of warranty reveals the partsto be defective.  In addition, and notwithstandinganything herein to the contrary, Supplier shall not incur any obligationhereunder with respect to Services or Products which are modified in any way byCustomer or a third party without Supplier’s prior written consent, provided,however, that Supplier shall be deemed to have given prior written consent toCustomer’s final integration, test and delivery of the Products.   In no event shall Supplier incur anyobligation to repair or replace Products which are determined by Supplier, inits sole discretion, to be defective due to Customer or third party misuse, useof unauthorized repair parts or unauthorized third-party service, or because ofa use not in accordance with specific Supplier operation and maintenanceinstructions.

 

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*** Confidential Treatment Requested**

 

Attachment 2, Page 2

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**5.****              Schedule**

 

Supplier shall manufacture and assemble the Systems pursuant to theCustomer’s approved MPS.  Customer willprovide updated schedules to Supplier from time to time.  Schedule changes made with less than four(4) weeks notice may result in additional charges.

 

**6.****              Winddown of Assembly Services**

 

**a.****            Termination for CauseProcedure** - Upon termination for cause of the Assembly Services requiredunder this SOW by either party the following shall occur:

**i.****                **Supplierwill cease all work being performed under this SOW.

**ii.****            **Supplierwill deliver to Customer all finished Product, work in process, and rawmaterials and take all reasonable measures to protect Customer’s property inSupplier’s possession.

**iii.****        **Eachparty shall retain rights to intellectual property such party brought to thisAgreement and each party shall be bound by all confidentiality, intellectualproperty, warranty and indemnity obligations in accordance with the terms andconditions of this Agreement.

**iv.****           **Customerwill pay Supplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW and for reasonable and necessary expenseswhich have accrued to the date of termination less any amounts previously paid.

**b.****            Termination Procedureat End of Agreement Term**- Upon termination of this SOW other than for causethe following shall occur:

**i.**              No later than 30days from the effective date of the termination Customer shall provide Supplierwith a Notice of Termination including:

**1.****             **Theeffective termination date.

**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.****            **Accordingto the schedule in the transition plan, Supplier will cease all work beingperformed under this SOW.

**iii.**      Supplier will take allreasonable measures to protect Customer’s property in Supplier’s possession.

**iv.**            Each party shallretain rights to intellectual property such party used in conjunction AssemblyServices and each party shall be bound by all confidentiality, intellectualproperty, warranty and indemnity obligations in accordance with the terms andconditions of this Agreement.

**v.**                Supplier will haveno obligation to train a third party to provide Assembly Services to Customer.

**vi.**            Customer will paySupplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW, for reasonable and necessary expenseswhich have accrued to the date of termination, less any amounts previouslypaid, plus any costs incurred by Supplier’s in implementation of the transitionplan.

**c.****            Termination forConvenience Procedure**- Upon termination of this SOW for the convenience ofthe TSA, the following shall occur:

 

Attachment 2, Page 3

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**i.**                 The  Customer shall provide Supplier with aNotice of Termination including:

**1.****             **Theeffective termination date.

**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product, workin process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of this SOW.  The transition plan shall also include areasonable schedule for these activities.

**ii****.****            **Supplierwill immediately cease all work being performed under this SOW, except for workspecified in the transition plan required by Customer to terminate this SOW.

**iii.**         Supplier will take allreasonable measures to protect Customer’s property in Supplier’s possession.

**iv.**            Each party shallretain rights to intellectual property such party used in conjunction AssemblyServices and each party shall be bound by all confidentiality, intellectual property,warranty and indemnity obligations in accordance with the terms and conditionsof this Agreement.

**v.**                Supplier will haveno obligation to train a third party to provide Assembly Services to Customer.

**vi.**            Customer will paySupplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW, for reasonable and necessary expenseswhich have accrued to the date of termination, less any amounts previouslypaid, plus any costs incurred by Supplier’s in implementation of the transitionplan.

 

 

Attachment 2, Page 4

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**ATTACHMENT3**

**COMPONENTSSUPPLIER**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

This Statement of Work attached hereto is made a part of that certainAgreement for Services (“Agreement”), by and between CoorsTek, Inc.,(“Supplier”) and InVision Technologies (“Customer”).

 

1.  Termsand Conditions of Sale for Components (Exhibit A to Attachment 3).

 

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**ATTACHMENT4**

**SPARESSUPPLIER**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

Intentionallyleft blank

 

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**ATTACHMENT5**

**NONDISCLOSUREAGREEMENT**

** **

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**NONDISCLOSURE AGREEMENT**

** **

**THIS AGREEMENT, made effective as of the 8TH day of January,2002 by and between InVision Technologies, Inc., a Delaware corporation,(hereinafter the “Company”) and CoorsTek  (hereinafter the“Receiving Party”), to assure the protection and preservation of theconfidential and proprietary information made available by the Company to theReceiving Party.**

** **

**WHEREAS, the parties desire to assure the confidential status of theinformation which may be disclosed by the Company to the Receiving Party;**

** **

**NOW THEREFORE, in reliance upon and in consideration of the followingundertaking, the parties agree as follows:**

 

**1.            **Subject to the limitations set forth inParagraph 2, all information disclosed by the Company to the Receiving Partyshall be deemed to be “Proprietary Information”. In particular, ProprietaryInformation shall be deemed to include any information, process, technique,algorithm, program, design, drawing, formula or test data relating to anyresearch project, work in process, future development, engineering,manufacturing, marketing, servicing, financing or personnel matter relating tothe Company, its present or future products, sales, suppliers, customers,employees, investors, or business, whether or oral, written, graphic orelectronic form.

 

**2.            **The term “Proprietary Information” shallnot be deemed to include information which the Receiving Party can demonstrateby competent written proof: (i) is now, or hereafter becomes, through no act orfailure to act on the part of the Receiving Party, generally known oravailable; (ii) is known by the Receiving Party at the time of receiving suchinformation as evidenced by its records: (iii) is hereafter furnished to theReceiving Party by a third party, as a matter of right and without restrictionon disclosure; or (iv) is the subject of a written permission to discloseprovided by the Company.

 

**3.            **The Receiving Party shall maintain intrust and confidence and not disclose to any third party or use for anyunauthorized purpose any Proprietary Information received from the Company. TheReceiving Party may use such Proprietary Information only to the extent  required to accomplish the purposes of thisAgreement. The Receiving Party shall not use Proprietary Information for anypurpose or in any manner which would constitute a violation of any laws orregulations, including without limitation the export control laws of the UnitedStates. No other rights of licenses to trademarks, inventions, copyrights, orpatents are implied or granted under this Agreement.

 

**4.            **Proprietary Information supplied shallnot be reproduced in any form except as required to accomplish the intent ofthis Agreement.

 

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**5.            **The Receiving Party represents andwarrants that it shall protect the Proprietary Information received with atleast the same degree of care used to protect its own Proprietary Informationfrom unauthorized use or disclosure. The Receiving Party shall advise itsemployees

 

or agents whomight have access to such Proprietary Information of the confidential naturethereof and shall obtain from each of such employees and agents an agreement toabide by the terms of this Agreement. The Receiving Party shall not discloseany Proprietary Information to any officer, employee or agent who does not havea need for such information.

 

**6.            **All Proprietary Information (includingall copies thereof) shall remain the property of the Company, and shall bereturned to the Company after Receiving Party’s need for it has expired, orupon request of the Company, and in any event, upon completion or terminationof this Agreement.

 

**7.            **Notwithstanding any other provision ofthis Agreement, disclosure of Proprietary Information shall not be precluded ifsuch disclosure:

 

**(a)**  is inresponse to a valid order of a court or other governmental body of the UnitedStates or any political subdivision thereof; provided, however, that theresponding party shall first have given notice to the other party hereto andshall have made a reasonable effort to obtain a protective order requiring thatthe Proprietary Information so disclosed be used only for the purpose for whichthe order was issued;

 

**(b)**  isotherwise required by law; or

 

**(c)**  isotherwise necessary to establish rights or enforce obligations under thisAgreement, but only to the extent that any such disclosure is necessary.

 

**8.            **This Agreement shall continue in fullforce and effect for so long as the Receiving Party continues to receiveProprietary Information. This Agreement may be terminated at any time uponthirty (30) days written notice to the other party. The termination of theAgreement shall not relieve the Receiving Party of the obligations imposed byParagraphs 3, 4, 5 and 12 of this Agreement with respect to Proprietary Informationdisclosed prior to the effective date of such termination and the provisions ofthese Paragraphs shall survive the termination of this Agreement for a periodof five (5) years from the date of such termination.

 

**9.            **The Receiving Party agrees to indemnifythe Company for any loss or damage suffered as a result of any, breach by theReceiving Party of the terms of this Agreement, including any reasonable feesincurred by the Company in the collection of such indemnity.

 

**10.         **This Agreement shall be governed by thelaws of the State of California as those laws are applied to contracts enteredinto and to be performed entirely in California by California residents.

 

**11.         **This Agreement contains the final,complete and exclusive agreement of the parties relative to the subject matterhereof and may not be changed, modified, amended or supplemented except by awritten instrument signed by both parties.

 

Attachment 5, Page 2

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**12.         **Each party hereby acknowledges and agreesthat in the event of any breach of this Agreement by the Receiving Party,including, without limitation, an actual or threatened disclosure ofProprietary Information without the prior express written consent of theCompany, the Company will suffer an irreparable injury, such that no remedy atlaw will afford it adequate protection against, or appropriate compensationfor, such injury. Accordingly, each party hereby

 

agrees that theCompany shall be entitled to specific performance of the Receiving Party’sobligations under this Agreement, as well as such further injunctive relief asmay be granted by a court of competent jurisdiction.

 
| **AGREED TO:**              |                | **AGREED TO:**                 |
|-----------------------------|---------------------|--------------------------------|
|                        |                |                           |
| **InVision Technologies**   |                | **CoorsTek**                   |
| **7151 Gateway Blvd.**      |                | **16000 Table Mountain Pkwy.** |
| **Newark, CA   94560** |                | **Golden, CO.**                |
|                        |                |                           |
| **By:**                     | **/s/ ERIC HURST**  |                           | **By:** | **/s/ JOHN GHINAZNI** |
|                        |                |                           |   |   |
| **Name:**                   | **ERIC HURST**      |                           | **Name:** | **John Ghinazni** |
|                        |                |                           |   |   |
| **Title:**                  | **Program Manager** |                           | **Title:** | **Director** |
|                             |                     |                                |  |  |  |  |  |  |

 

Attachment 5, Page 3

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** **

**ATTACHMENT 6**

**BUSINESS STRUCTUREAND MATERIALS MANAGEMENT OVERVIEW**

 

**[...***...]**

 

**[...***...]**

 

 

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***ConfidentialTreatment Requested**

----