exhibit10-1.htm


    Exhibit
10.1

     

    MASTER OEM AGREEMENT

     

    Between

     

    HEWLETT-PACKARD COMPANY

     

    And

     

    STRATASYS, INC.

     

    Dated as of 
January 18, 2010

(“Effective Date”)

     

    
      	
              ***
      Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Securities and Exchange
      Commission.

            	    	i


    


    

    
    


    AGREEMENT INDEX 

     

    
      	Section
Heading	Page
	SECTION 1. DEFINITIONS AND
      INTERPRETATIONS	1 
	       1.01 	        	Definitions  	1 
	1.02 	 	Headings  	1 
	1.03 	 	Construction  	1 
	SECTION 2.
TERM	2 
	2.01 	 	Term of Agreement  	2 
	SECTION 3.
    SCOPE	2 
	3.01 	 	Market Segment  	2 
	3.02 	 	*** Product Categories  	2 
	3.03 	 	Product Types  	3 
	SECTION 4. EXCLUSIVE
      RELATIONSHIPS	3 
	4.01 	 	Exclusivity  	3 
	4.02 	 	Transition Period  	3 
	SECTION 5. ORDERS AND
      FORECASTS	3 
	5.01 	 	Orders  	3 
	5.02 	 	Sales to Eligible Purchasers  	4 
	5.03 	 	Order Acknowledgment  	4 
	5.04 	 	Order Address  	4 
	5.05 	 	Partial Binding Forecast of Products,
      except for Spare Parts and *** Spare Parts  	4 
	5.06 	 	Minimum Order Quantities  	5 
	5.07 	 	Partial Orders for Consumables	5 
	5.08 	 	Spare Parts and *** Spare Parts  	5 
	5.09 	 	*** Orders for Spare Parts and
      Consumables	5 
	5.10 	 	*** Orders for *** Spare Parts  	5 
	5.11 	 	Manufacturing Capacity  	5 
	5.12 	 	Non-Forecasted Product Quantities  	5 
	SECTION 6. INVENTORY MANAGEMENT
      AND SHIPMENT OF PRODUCTS	6 
	6.01 	 	Shipment Services  	6 
	6.02 	 	Notice of Inability to Deliver Products
      (not applicable for *** Spare Parts)  	6 
	6.03 	 	Intentionally Left Blank  	6 
	6.04 	 	Packing List  	6 
	6.05 	 	HP Option to Accept Over-Shipments  	6 
	6.06 	 	No Advance Shipment  	6 
	6.07 	 	Special Shipment and Destination Changes  	6 
	6.08 	 	Title and Risk of Loss  	7 
	SECTION 7. PRODUCT
      DOCUMENTATION	7 
	7.01 	 	Sales & Sales Training
      Materials  	7 
	7.02 	 	End User Documentation  	7 
	7.03 	 	Post-FSR End User Documentation 
      	7 


    


    
      	
              ***
      Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted
      portions have been filed separately with the Securities and Exchange
      Commission.

            	    	i


    


    

    
    


    
      	SECTION 8. SUPPORT
      SERVICES	7 
	      8.01 	       	Training and Documentation  	7 
	      
      8.01.1	       Support Technical
      Documentation	7 
	8.01.2	       Support Technical
      Documentation Updates	8 
	8.01.3	       Training to HP Support
      Organization	8 
	8.02 	
            	Scope of Technical Support Services	8 
	8.02.1	       Support Staff	8 
	8.02.2	       Support responses and
      escalation	8 
	8.03 	   	Refurbishment of Spare Parts and ***
      Spare Parts  	8 
	8.04 	 	Survival of Support Obligations  	8 
	SECTION 9.
      PACKAGING	9 
	9.01 	   	Packaging  	9 
	9.02 	
            	Responsibility for Damage 
    	9 
	SECTION 10. PRICES AND PAYMENT
      TERMS	9 
	10.01 	 	Product Prices  	9 
	10.02 	 	Invoicing and Payment Procedure  	9 
	10.03 	   	Post-Warranty Spare Parts 
    	9 
	SECTION 11. PRODUCT
      WARRANTIES	10 
	11.01 	   	Products Limited Warranty 
    	10 
	11.02 	   	Warranty Period  	10 
	11.03 	   	Warranty Obligations  	10 
	11.04 	   	AIR Limited Warranties  	10 
	11.05 	   	AIR *** Rates  	11 
	11.06 	   	DISCLAIMER  	11 
	SECTION 12. NONCOMPLYING
      PRODUCTS	11 
	12.01 	   	Noncomplying Product when AIR below or equal to Threshold (under
      PRD specification)	11 
	12.02 	   	Non-Complying Product when AIR is above
      Threshold and below *** Limit	11 
	12.03 	 	Noncomplying Product when AIR is above ***  	11 
	12.04 	   	Noncomplying Products When Dead On
      Arrival  	12 
	12.05 	   	Noncomplying Products because other reasons	12 
	SECTION 13. PRODUCT
      REQUIREMENTS AND QUALITY	12 
	13.01 	   	Product Requirements Process  	12 
	13.02 	   	Quality Plan  	12 
	13.03 	   	Access to Validation Units in Development Phase  	13 
	13.04 	   	Product Serviceability &
      Diagnosticability  	13 
	13.05 	   	HP’s Right To Inspect  	13 
	SECTION 14. REGULATORY
      COMPLIANCE INFORMATION	13 
	14.01 	   	Compliance Obligations  	13 
	14.02 	   	Regulatory Approval Management 
      	13 
	14.03 	   	MSDS and Other Notices  	13 
	14.04 	   	Record Retention  	14 
	SECTION 15. PRODUCT ACCEPTANCE
      CRITERIA	14 
	15.01 	   	Product Acceptance  	14 
	SECTION 16. POST-FSR QUALITY
      CRITERIA	14 
	      16.01
      	   	Quality Tracking  	14 


    


    
      	
              ***
      Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted portions
      have been filed separately with the Securities and Exchange
      Commission.

            	    	ii


    

    
    

     

    

    
    

     

    
    


    
      	SECTION 17. AMENDMENTS AND
      CHANGES TO PRODUCT	14
	      	17.01	       	Engineering Process or Design Changes	14
	
            	17.02	 	Firmware/Software Changes	15
	
            	17.03	 	Spare Parts and *** Spare Parts Service Changes	15
	
            	17.04	 	Safety Standard Changes	15
	SECTION 18. PRODUCT
      OBSOLESCENCE	16
	
            	18.01	 	Obsolescence	16
	SECTION 19. MARKETING
      AUTHORITY, TRADEMARKS AND, LICENSING	16
	
            	19.01	 	Marketing Authority;
      Communications	16
	
            	19.02	 	Trademarks and Limited Licenses  	16
	
            	19.03	 	Software License	16
	
            	19.04	 	Documentation License	17
	
            	19.05	 	Reservation of Rights	17
	SECTION 20. INTELLECTUAL
      PROPERTY WARRANTY AND INDEMNIFICATION	 17
	
            	20.01	 	Intellectual Property Warranties 
      	17
	
            	20.02	 	Indemnification Obligations	17
	
            	20.03	 	Indemnification Procedures	18
	
            	20.04	 	Exclusions	18
	SECTION 21. COUNTRY OF
      MANUFACTURE CERTIFICATION	19
	
            	21.01	 	Export Certifications	19
	
            	21.02	 	Customs Requirements	19
	SECTION 22. TRANSFER PRICE
      REVIEW	19
	
            	22.01	 	Procedures	19
	SECTION 23. CURRENT
      CHANNELS	19
	
            	23.01	 	HP Offers	19
	
            	23.02	 	STRATASYS Offers	19
	SECTION 24. GOVERNMENTAL
      COMPLIANCE	19
	
            	24.01	 	Compliance with Laws	19
	
            	24.02	 	Compliance with Laws by HP	19
	
            	24.03	
            	Compliance
    Management	20
	SECTION 25. FORCE MAJEURE
      EVENTS	20
	
            	25.01	 	Force Majeure	20
	 	25.02	 	Effect of Force Majeure	20
	SECTION 26. CONFIDENTIAL
      INFORMATION	21
	
            	26.01	 	Confidentiality Obligations	21
	
            	26.02	 	Exceptions	21
	SECTION 27.
      TERMINATION	22
	
            	27.01	
            	***	22
	
            	27.02	 	Termination For Breach	22
	
            	27.03	 	Effect of Termination	22
	
            	27.04	 	Return of Confidential
    Information	22
	
            	27.05	 	Post-Termination Transition Matters	23
	
            	27.06	
            	Survival
      Section	23
	SECTION 28. LIMITATION OF
      LIABILITY	23
	SECTION 29. NEW PRODUCT
      NEGOTIATIONS	23
	 	29.01	 	Proposed Products for the *** Market
      Segment	23


    


    
      	
              ***
      Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted portions
      have been filed separately with the Securities and Exchange
      Commission.

            	    	iii


    


    

    
    


    
      	SECTION 30.
      MISCELLANEOUS	24
	      	30.01	      	Entire Agreement	24
	
            	30.02	 	Protective Rights Agreement	24
	
            	30.03	 	Nonsolicitation Restrictions	24
	
            	30.04	 	Notices	24
	
            	30.05	 	Independent Contractors	26
	
            	30.06	 	Assignment	26
	
            	30.07	 	Amendments	26
	
            	30.08	 	No Third-Party Beneficiaries	26
	
            	30.09	 	No Publication	27
	
            	30.10	 	Severability	27
	
            	30.11	
            	***	27
	
            	30.12	 	*** Discussion	27
	
            	30.13	 	Governing Law; Jurisdiction and Venue	27
	
            	30.14 	
            	Counterparts	27


    


    
      	
              ***
      Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted portions
      have been filed separately with the Securities and Exchange
      Commission.

            	    	iv


    


    

    
    


    Master OEM Agreement 

     

         This Master OEM Agreement (this
“Agreement”) is entered as of January 18, 2010 (the “Effective Date”), by and
between HEWLETT-PACKARD COMPANY, a US corporation organized under the laws of
the State of Delaware, whose principal place of business is 3000 Hanover St.,
Palo Alto, CA 94304 (“HP”), as negotiated and to be managed by HP’s wide format
printing subsidiary, HEWLETT PACKARD ESPAÑOLA, S.L. a Spanish company, with its
principal place of business located at Camí de Can Graells, 1-21, 08174 Sant
Cugat del Valles, Barcelona, Spain and STRATASYS, INC., a US corporation
organized under the laws of the State of Delaware, whose principal place of
business is located at 7665 Commerce Way, Eden Prairie, MN 55344, USA
(“STRATASYS”). 

     

         HP and STRATASYS may each be individually
referred to as a “Party” and collectively as the “Parties”, and, unless
otherwise specified, rights available to HP may in all cases be exercised by HP
Española. 

     

    RECITALS AND OVERVIEW

     

         HP and STRATASYS have agreed to enter into
this Agreement in order to capitalize upon certain technological and market
opportunities by entering into a commercial relationship to pursue mutually
beneficial business opportunities by HP's purchase and resale of certain
STRATASYS products as defined herein and on an OEM basis, all on the terms and
conditions set forth in this Agreement. 

     

         NOW THEREFORE, subject to the terms and
conditions set forth herein, the Parties agree as follows: 

     

    AGREEMENT 

     

    SECTION 1. DEFINITIONS AND
INTERPRETATIONS 

     

         1.01 Definitions. Certain capitalized terms in this Agreement
are defined in and shall have the meanings ascribed in Attachment 1.


     

         1.02 Headings. The headings of the Sections of this
Agreement are marked for convenience only, and shall not be deemed to constitute
a part hereof. 

     

         1.03 Construction. As used in this Agreement, all terms used in
the singular will be deemed to include the plural, and vice versa, as the
context may require. The words "hereof," "herein," and "hereunder" refer to this
Agreement as a whole, including the attached exhibits, as the same may from time
to time be amended or supplemented, and not to any subdivision in this
Agreement. When used in this Agreement. "including" means "including, without
limitation." Unless otherwise
expressly stated, when a Party's approval or consent is required under this
Agreement, such Party may grant or withhold its approval or consent in its
discretion. References to "Section", “Attachment”, “Schedule” or "Exhibit" shall
be to the applicable Section, Attachment, Schedule or Exhibit of this Agreement.
This Agreement has been negotiated by the Parties and reviewed by their
respective counsel, and shall be fairly interpreted in accordance with its terms
and without any strict construction in favor of or against either Party.


     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    
      

    

    
    



    SECTION 2. TERM

     

         2.01 Term of Agreement. The initial term of this Agreement will be
from the Effective Date through September 30, 2011, and will be automatically
renewed for one year renewal terms, unless either party gives written notice of
its intention not to renew at least *** prior to expiration of then-current term
(“Term”).

     

    SECTION 3. SCOPE

     

         3.01 Market Segment. The *** Market Segment is
defined by ***. The *** Market Segment is defined by ***. 

     

         The Parties agree that STRATASYS
will address its sale efforts within the *** Market Segment,
and HP will address its sale efforts within the *** Market Segment.


     

         Both Parties understand that in
order to differentiate the products in those market segments for the purposes of
this Agreement, the products *** address the *** Market Segment and
those products *** address the *** market segment. 

     

         Notwithstanding the aforementioned,
both Parties acknowledge that ***, both market segments ***. The criteria that
establish *** one market segment and the other will be ***.


     

         3.02 *** Product Categories. For clarity purposes, the Parties have
tentatively identified the following initial general categories addressing the
*** Market Segment: 

    
       

           ***. 

    

     

    2

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    



         3.03
Product Types. The Parties have agreed that *** the ***
Products will be *** category, as such
are further described in the initial and subsequent PRD(s).

     

    SECTION 4. EXCLUSIVE
RELATIONSHIPS 

     

         4.01 Exclusivity. STRATASYS will exclusively develop and
manufacture products within the Product Categories within the *** Market Segment
(as described in Section 3) for HP to sell during the Term and within the
Territory. STRATASYS will not ***. Notwithstanding the above, STRATASYS will
continue to supply consumables, spare parts, and services for STRATASYS existing
installed base as the date of this Agreement.

     

         HP will exclusively purchase
products from STRATASYS within the Product Categories within the *** Market
Segment (as described in Section 3), during the Term and to be sold by HP. HP
will not sell, during the Term of this Agreement, within the *** Market Segment,
products from other third parties. For the Initial Term, the products to be
included in this exclusivity include ***. HP also agrees to exclusively purchase
from STRATASYS *** as specified in Attachment 11. 

     

         ***. 

     

         4.02 Transition Period. The Parties agree and acknowledge that there
is a need for a transition period so that HP may successfully begin exclusive
sales of the Products within the Territory, and to enable STRATASYS to fulfill
its obligations to existing resellers of STRATASYS Equivalents.

     

         For this purpose, and as permitted by current
STRATASYS contracts and applicable law, the Parties agree to proceed as
follows:

     

    
      	      	(a)	      	STRATASYS will
      ***.
	
            	 
	
            	(b)	
            	STRATASYS will
      ***.
	
            	 
	
            	(c)	
            	STRATASYS will
      use its commercially reasonable efforts to
***.


    

     

    SECTION 5. ORDERS AND
FORECASTS

     

         5.01 Orders. The purchase and sale of the Products shall
be made by written or electronic purchase order (“Orders”) issued by HP to
STRATASYS for purchase of Products by HP from STRATASYS. HP shall, within
*** during the Term, place an Order for Products
in the amounts specified in the relevant Forecast for that month. The Delivery
Date specified in an Order shall be no later than ***. Each Order will include:
(i) Purchase order number, (ii) specifications of type/model number, (iii)
quantity of Products, per Lot (iv) Product unit price and total price (v)
Eligible Purchaser shipping destination(s); (vi) desired shipping terms
consistent with Section 6, (vi) requested Delivery Date taking into account the
relevant Lead Times for each ordered Product (including Delivery Dates for
partial shipments of the ordered Products on different dates); (vii) shipping
and billing address. To the extent of any inconsistency between the terms of an
Order and the terms of this Agreement, the terms specified in this Agreement
will control and take precedence.

     

    3

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         5.02 Sales to Eligible
Purchasers. STRATASYS
agrees that each Eligible Purchaser may purchase Products, subject to the terms
and conditions of this Agreement. HP agrees that any such purchases by Eligible
Purchasers will be made in accordance with the terms of this
Agreement.

     

         5.03 Order Acknowledgment. STRATASYS will confirm its receipt of an
Order electronically or through facsimile to HP within *** from receipt from
STRATASYS, stating price and expected Delivery Date.

     

         Any order may be rejected by STRATASYS to the
extent such Order exceeds the applicable Forecast. If STRATASYS does not confirm
acceptance of any such Order exceeding the Forecast within *** from the date on
which STRATASYS receives such Order, any such Order, to the extent exceeding the
Forecast, shall deem to have been rejected by STRATASYS. In any case, the
Parties will in good faith address the order rejection and pursue future
manufacture and delivery of Products within the applicable Lead Time.
Additionally, in the event that any Order is within the Forecast, but requests
Delivery within a time period shorter than the Lead Time, STRATASYS will not
reject the order, but will accept, manufacture and deliver such Products within
the Lead Time.

     

         5.04 Order Address. Orders shall be sent to the following
address: 7665 Commerce Way, Eden Prairie, Minnesota 55344. 

     

         5.05 Partial Binding Forecast of Products, except
for Spare Parts and *** Spare Parts. On or before *** during the Term, commencing
***, HP shall provide to STRATASYS a rolling partially-binding forecast of its
projected Orders for Products in the manner specified in this Section 5 (each, a
“Forecast”, and collectively, the “Forecasts”). 

     

         It is understood that *** shall be partially
binding, upon HP and STRATASYS with regard to the following ***: 

     

    
      	 ***	 ***	 ***	 ***	 ***
	 ***	 ***	 ***	 ***	 ***


    


         Forecasts for ***.

     

    4

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         In the event that STRATASYS concludes that any
Forecast cannot be accomplished STRATASYS will communicate to HP the issue root
cause with sufficient time advance, that is within *** after receipt of Forecast
notification.

     

         5.06 Minimum Order Quantities. There is no minimal quantity Orders for the
Products. 

     

         5.07 Partial Orders for
Consumables. On or before
the ***, commencing in ***, HP shall provide to STRATASYS a *** Forecast of its
projected Orders for Consumables. The following *** applies to Consumables ***:


     

    
      	 ***	 ***	***	***	***
	 ***	 ***	***	***	***


    


         5.08 Spare Parts and *** Spare
Parts. No Forecasts *** will
apply to Spare Parts or *** Spare Parts. Likewise, Spare Parts and *** Spare
Parts will be purchased via Orders and delivered within a Lead Time that will
not exceed ***.

     

         5.09 *** Orders for Spare Parts and
Consumables. If HP
considers it necessary, HP may order Spare Parts and/or Consumables by facsimile
or in an electronic format via e-mail on *** basis (“*** Order”), subject to the
availability of such Spare Parts and/or Consumables in STRATASYS’s
inventory.

     

         STRATASYS will use its commercially reasonable
efforts to perform and satisfy any *** Order accepted by STRATASYS by delivering
the ordered Spare Parts and/or Consumables to HP’s designated forwarder within
***, as a target, after the acceptance of such *** Order by STRATASYS. HP will
pay any additional expenses related to such *** Orders, which will be
communicated by STRATASYS prior to shipment. 

     

         5.10 *** Orders for *** Spare
Parts. At the request of an ***
Order for *** Spare Parts, STRATASYS agrees to package and ship such *** Spare
Parts within a *** Lead Time. 

     

         5.11 Manufacturing Capacity. STRATASYS will have sufficient capacity and
the ability to supply *** Products to *** and Maximum Production Capacity
parameters. The Maximum Production Capacity (specific number of Products per
month) will be reviewed and agreed by both Parties ***. Maximum Production
Capacity will be implemented in accordance with the agreed upon ***.


     

         5.12 Non-Forecasted Product
Quantities. For any additional
request by HP of more units of the Product than those forecasted and the
corresponding to the ***, STRATASYS will use its commercially reasonable best
efforts to ensure supply of such Products.

     

    5

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    SECTION 6. INVENTORY MANAGEMENT AND SHIPMENT
OF PRODUCTS 

     

         6.01 Shipment Services. Unless otherwise specifically agreed between
the Parties in writing, STRATASYS shall procure shipment and delivery of
Products ***. 

     

         6.02 Notice of Inability to Deliver Products (not
applicable for *** Spare Parts). STRATASYS shall provide HP with *** written
notice if STRATASYS becomes aware that it will not be able to deliver the
relevant Products on or within ***, or that only a portion of the Products can
be delivered on or within ***. Upon receipt by HP of such written notice from
STRATASYS, HP shall instruct STRATASYS to: (a) make ***, and to ***; or (b) ***
and to *** or (c) to ***.

     

         6.03 Intentionally Left Blank. 

     

         6.04 Packing List. Each delivery of Products to HP must include
a packing list that contains at least the following:

     

    
      	           	(a)	      	The Order number
      and the HP part number;
	
            	 
	
            	(b)	
            	The quantity of
      Products shipped;
	
            	 
	
            	(c)	
            	The date of
      shipment;
	
            	 
	
            	(d)	
            	Country of
      origin; and
	
            	 
	
            	(e)	
            	Serial Number
      (for *** only)
	
            	 
	
            	(f)	
            	Lot Numbers (for
      ***)


    

     

         6.05 HP Option to Accept
Over-Shipments. In the
event that STRATASYS delivers to HP more Products than those ordered by HP under
a certain Order, the amount of Products delivered by STRATASYS in excess of the
quantities specified in such Order may, in the sole discretion of HP, either be
(a) retained by HP and credited to other delivery obligations of STRATASYS under
other Orders, or (b) returned to STRATASYS ***. 

     

         6.06 No Advance Shipment. If Products are delivered more than *** in
advance of the relevant Delivery Date therefore, HP may, at its option, either
(a) retain such Products and credit such Products to other delivery obligations
of STRATASYS under other Orders, or (b) return any such Products to STRATASYS,
at ***. The risk of transportation, damages or loss of the Products in such
event is ***. 

     

         6.07 Special Shipment and Destination
Changes. On written notice
and request by HP not less than *** prior to Delivery, STRATASYS will use
commercially reasonable efforts to rebook Product shipments to change a
shipment’s destination. STRATASYS will investigate, price and confirm rebooking
options within *** of receipt of notice, assure space bookings (bookings for
terrestrial, oceanic and air), as STRATASYS may elect. 

     

    6

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         6.08 Title and Risk of Loss. Title to and risk of loss and title to any
Products purchased by HP pursuant to this Agreement shall pass from STRATASYS to
HP at the time of Delivery of the relevant Product. 

     

    SECTION 7. PRODUCT
DOCUMENTATION

     

         7.01 Sales & Sales Training
Materials. HP will create
all desired sales tools and sales training materials for the Product for HP’s
exclusive use in selling these products.

     

         7.02 End User Documentation. HP will provide STRATASYS with a format in
which STRATASYS shall, at *** expense, supply one editable format English-only
copy of the operator's manual together with any of its installation/set up
instructions, quick reference guides, site preparation guides, Customer
Replacement Unit (CRU)/Consumable installation instructions, and any related
current end user documentation for each Printer Product, SRS, and Material Bay
licensed to HP in printed and electronic formats, as specified in Section 19.04
HP shall use such Documentation to create the HP End User Documentation for the
Product, consisting of: (a) multi-language Installation/Set Up instruction
document; (b) multi-language Introduction Information Document and (c) DVD
containing workstation software, system software (firmware) and multi-language
operator manuals. At HP’s request, STRATASYS shall print and include the
HP-created Documentation with each Product sold hereunder, provided such
Documentation has been provided to STRATASYS in appropriate standard digital
files. HP shall own and remain solely liable for all End User Documentation


     

         7.03 Post-FSR End User
Documentation. STRATASYS
agrees to assist HP with any and all updates of the End User Documentation, as
per HP request due to Specification and /or functional changes.

     

    SECTION 8. SUPPORT
SERVICES

     

         8.01 Training and Documentation. 

     

         8.01.1 Support Technical
Documentation. For each
*** Product, SRS and Material Bay to be introduced, STRATASYS shall provide
English-only technical Documentation required to train the HP Support
Organization. Such Documentation includes, but is not limited to training
material, service manual (including parts catalog and troubleshooting guides),
and any other additional support Documentation as may be reasonably required by
HP. For this purpose, HP will define the format/structure of the Documentation
to be used as per HP training standards.

     

    7

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


          8.01.2 Support Technical Documentation
Updates. STRATASYS will
provide HP with the following English-only updates:

     

    
      	          	(a)	     	
              Products
      training updates: STRATASYS agrees to provide any and all new and /or
      refined technical content as HP reasonably requests, including any
      proposed requested timelines. STRATASYS agrees to provide at least one
      update of the above Documentation *** after the Launch Date of any
      Products.

            
	
            	 
	
            	(b)	
            	
              Products
      Service Manual: the update will be provided *** after the Products’ Launch
      Date. Any relevant technical change will be documented by
      STRATASYS.

            
	
            	 
	
            	(c)	
            	
              Provide HP with
      the content for service bulletins or field alerts released as to be able
      to explain Printer Products and/or support process changes for those
      Products already at the end user’s
site.

            


    


         8.01.3 Training to HP Support
Organization. STRATASYS
will provide a *** Each event will have ***. STRATASYS will provide ***.
Likewise HP may request ***. STRATASYS will ***. All other ***. HP will ***.


     

    8.02 Scope of Technical Support
Services. 

     

         8.02.1 Support Staff. STRATASYS will maintain such number of
qualified personnel as is necessary to provide timely and knowledgeable
technical and service support to HP’s regional and worldwide level HP support
staff as set forth herein. 

     

         8.02.2 Support responses and
escalation. HP will be
solely responsible for all technical support to end user customers.
Notwithstanding, STRATASYS will provide technical escalation support to HP as
follows: 

     

    
      	           
    	(a)	      	***
	
            	  
	
            	(b)	
            	***


    

     

         8.03 Refurbishment of Spare Parts and *** Spare
Parts. *** 

     

         8.04. Survival of Support
Obligations. STRATASYS's
obligations to provide technical support services will continue throughout the
Term, or *** after the last Delivery of Product under this Agreement, whichever
is longer. STRATASYS might agree with HP to extend the Support period beyond
these ***. STRATASYS will provide Software updates/upgrades during these ***.
These updates/upgrades include changes required due to new Microsoft Windows® or
successor operating systems, and may include changes for connectivity standards.
STRATASYS will make commercially
reasonable efforts to provide such applicable Software versions ***, and in any
case provide the changes within ***.

     

    8

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    SECTION 9.
PACKAGING

     

         9.01 Packaging. STRATASYS shall package to prevent physical
damage to the Product to be delivered to HP in accordance with the HP Packaging
Test Manual requirements (HP document A-5971-3628, as in Attachment 7), and
documentation provided to STRATASYS. HP and STRATASYS shall cooperate to ensure
that all packaging of the Products are in compliance with applicable
international/government regulations and laws. HP reserves the right to alter or
modify the HP Packaging Test Manual requirements upon the prior written approval
by STRATASYS.

     

         9.02 Responsibility for Damage. STRATASYS shall be liable for any loss or
damage due to its failure to properly preserve, package, handle, or pack Product
in accordance with the HP Packaging Test Manual requirements. This applies to
the usage of any kind of standard transportation used in any world region or
country to transport the products or parts from one place to another.


     

    SECTION 10. PRICES AND PAYMENT
TERMS

     

         10.01 Product Prices. The transfer price of the Products shall be
in United States Dollars ($), and are listed in Attachments 4.

     

         10.02 Invoicing and Payment
Procedure. STRATASYS shall
invoice HP concurrently with its delivery of the Products order by HP or
Eligible Purchasers. HP shall, pay for the Products delivered to it by STRATASYS
in accordance with such invoice within *** from the date of STRATASYS’s Delivery
Date of the relevant Products. Any such payment by HP shall be made by wire
transfer to the bank account set forth in each relevant invoice issued by
STRATASYS. Invoices issued by STRATASYS shall reference the relevant Order
number, and indicate, any applicable tax (if any), quantities Products shipped
by STRATASYS and date of shipment.

     

         10.03 Post-Warranty Spare Parts. Except as provided in the event of and to
remedy any *** in Section 12 below, if the applicable *** Product has an AIR ***
of *** (as defined in ***), then HP will pay STRATASYS *** for Spare Parts for
such *** Product provided following expiration of the applicable
warranty-period. Conversely, if such *** Product has an AIR *** of ***, but
equal or less than ***, then HP will pay STRATASYS *** for such Spare Parts sold
following expiration of the applicable warranty-period. In the case of AIR ***,
see ***, in SECTION 12, NONCOMPLYING PRODUCTS. 

     

    9

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    SECTION 11. PRODUCT
WARRANTIES

     

         11.01 Products Limited Warranty. For Products sold by STRATASYS to HP
pursuant to the Agreement, STRATASYS warrants to HP that such Products
shall:

     

    
      	           
    	(a)	      	Be
      manufactured, processed, and assembled by STRATASYS or by companies under
      STRATASYS’ direction.
	
            	 
	
            	(b)	
            	Comply
      with: (a) the applicable PRD specifications; or (b) such other Product
      specifications as are agreed to by the Parties in writing and attached by
      amendment to this Agreement.
	
            	 
	
            	(c)	
            	Be
      ***.
	
            	 
	
            	(d)	
            	Conform strictly to the requirements of all Orders.
	
            	 
	
            	(e)	
            	Be
      free from defects in design, material and workmanship.
	
            	 
	
            	(f)	
            	Be
      free and clear of all liens, encumbrances, restrictions, and other claims
      against title or ownership.
	
            	 
	
            	(g)	
            	Not
      violate or infringe any third party Intellectual Property Rights,
      STRATASYS warrants further that it is not aware of any facts upon which
      such infringement claim could be made, and that it will promptly notify HP
      if STRATASYS learns of any claim or any facts upon which such infringement
      claim could be made.


    

     

         11.02 Warranty Period. The Warranty will be valid for a period of
*** from the Delivery Date of each ***. The Warranty will be valid for a period
of *** from the Delivery Date for ***. 

     

         11.03 Warranty Obligations. During the Warranty periods identified in
Section 11.02 above, STRATASYS shall, at its sole cost and expense, deliver to
HP the Products and/or instructions that may be necessary to enable HP customer
engineers to cure any such malfunction or defect. On an exception basis, when
both Parties agree, HP will return Products to STRATASYS. Any and all costs
incurred in returning Products to STRATASYS will be covered by HP. 

     

         11.04 AIR Limited Warranties. In addition to the Warranty in Section 11.01
above, the Products shall be free from AIR *** and AIR *** for a *** period
from ***, which AIR Limited Warranty shall survive any inspection, delivery,
acceptance, or payment by HP. For warranty obligations of AIR Limited
Warranties, see Section 12. 

     

    10

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         11.05 AIR *** Rates. AIR *** and AIR *** rates are those
specified in the applicable PRD.

     

         11.06 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTIONS 11 AND 12, STRATASYS
MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING ANY
PRODUCTS, AND STRATASYS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. 

     

    SECTION 12. NONCOMPLYING
PRODUCTS

     

         12.01 Noncomplying Product when AIR below or equal
to Threshold (under PRD specification). During warranty phase of the Product,
STRATASYS shall, *** deliver to HP the Product and/or instructions that may be
necessary to enable HP customer engineers to cure any such malfunction or
defect, (as defined in section 11.03). When Product is out of warranty STRATASYS
will provide parts at *** (as per section 10.04), and deliver to HP the
instructions that may be necessary to enable HP customer engineers to cure any
such a malfunction or defect. In any event, the transfer prices are specified in
Attachment 4. 

     

         12.02 Non-Complying Product when AIR is above
Threshold and below ***.
During Warranty phase of the product, STRATASYS shall, *** deliver to HP the
Product and/or instructions that may be necessary to enable HP customer
engineers to cure any such malfunction or defect (as defined in section 11.03).
When Product is out of warranty STRATASYS will provide parts at *** and deliver
to HP the instructions that may be necessary to enable HP customer engineers to
cure any such malfunction or defect. 

     

         12.03 Noncomplying Product when AIR is above
*** During AIR limited
warranty period of***, in the case of an ***, HP shall promptly inform STRATASYS
in writing (“*** Notice”), and STRATASYS is obligated to, within *** upon the
receipt of *** Notice, propose an action plan to fix or repair the affected
Product. Further, upon HP’s acceptance of the action plan, STRATASYS shall
provide HP with the Product and/or repair instructions necessary for HP to
implement this action plan through HP’s service network. The Parties agree to
make all reasonable efforts to complete the repair of all of the affected
Product within *** upon STRATASYS’s receipt of *** Notice from HP. STRATASYS
shall *** for those Affected Products, STRATASYS will also provide the following
remedies for any breach of the expanded AIR limited warranty; 

     

              a)     *** 

     

              b)     *** 

     

    11

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


              c)     *** 

     

              d)     *** 

     

         12.04 Noncomplying Products When Dead On
Arrival. Dead on Arrival,
During the limited warranty period identified in Section 11.01 above, STRATASYS
shall replace any Dead on Arrival Products if the information about the defect
with adequate proof thereof is received by STRATASYS no later than
*** from the proof of receipt of Product. However,
no warranty applies later than ***. STRATASYS will replace defective parts,
which are found to be Dead on Arrival. HP and STRATASYS agree that all alleged
defective parts must be returned to STRATASYS no later than *** after
STRATASYS’s request at ***. For refurbished, reworked or repaired Product,
warranty will be ***. When DOA rate is over the DOA limits defined in any PRD,
then Section 12.03 treatment applies. 

     

         12.05 Noncomplying Products because other
reasons. Noncomplying
products due to all type of regulatory laws and rules, legal, or other reasons
not meeting any of the PRD specifications, will be treated as per defined in
different sections of this master agreement. 

     

    SECTION 13. PRODUCT REQUIREMENTS AND
QUALITY


     

         13.01 Product Requirements
Process. HP and STRATASYS
will prepare and agree to a PRD identifying the requirements specifications for
those *** Product requiring a PRD. Each PRD will set the desired specifications
and functionalities, as well as required procedures to qualify and verify
compliance before a Product is accepted by HP for FSR. 

     

         13.02 Quality Plan. STRATASYS agrees to maintain an objective
Quality Plan for all Products (either while in development or production).
STRATASYS shall, upon HP’s reasonable request and to the extent reasonably
possible in STRATASYS’s discretion, provide to HP a copy of STRATASYS’s Quality
Plan and test data and results, and will include field metric measurements.
Notwithstanding, for the specification in the PRD, STRATASYS will provide HP
with requested copies of the Product qualification plan, test data, and results.


     

         As part of the Quality Plan, STRATASYS also
agrees to establish and maintain an objective FRACAS (Failure Reporting and
Corrective Action System) for each Product from initial stages in product
development. STRATASYS shall, upon HP’s reasonable request and to the extent
reasonably possible in STRATASYS discretion, provide to HP a copy of FRACAS
matters and status. 

     

         STRATASYS further agrees to maintain a formal
regular process of Product continuous improvement, based on field failures, that
yields corrective actions to its internal processes (testing, manufacturing,
design). HP will have the right to review this process and actions triggered,
and to include new elements to be considered in this process. 

     

    12

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         13.03 Access to Validation Units in Development
Phase. STRATASYS will make
available to HP *** of each Product. Any additional Products needed during
development will be transferred to HP on loan, or at a *** transfer price.
Likewise, during the development phase, each Party will provide access to its
development facilities and equipment, as mutually agreed. 

     

         13.04 Product Serviceability &
Diagnosticability.
STRATASYS will define, implement and qualify, as specified in each applicable
PRD, the required functionality to enable such Product to be supported by
certified repair technicians through the HP support infrastructure. HP will
include any desired support requirement in the PRD. 

     

         13.05 HP’s Right To Inspect. In addition to the rights provided in
Section 13.03, HP has the right to inspect, at STRATASYS’s plant, the ***
Products and associated manufacturing processes. Manufacturing processes may be
inspected at any time during the Term, during Working Days and to be scheduled
by and with reasonable prior notice to STRATASYS. HP’s inspection may be for any
reason reasonably related to this Agreement, including to assure STRATASYS’s
compliance with HP’s requirements. On an exceptional basis, as mutually agreed,
HP may inspect any vendor or subcontractor of STRATASYS. 

     

    SECTION 14. REGULATORY COMPLIANCE
INFORMATION 

     

         14.01 Compliance Obligations. STRATASYS will design and manufacture
Products as specified in the applicable PRD, which shall identify those
applicable Electromagnetic Compatibility (EMC), Safety and other regulations, as
well as applicable technical regulations and worldwide CE marking or similar
international certifications for each Product, which PRD may also include, but
not be limited to, the latest version of HP’s General Specifications for
Environment (GSE), including, but not limited to, the GSE Packaging
Requirements, the RoHS Compliance Specifications and GSE Battery Requirements,
as referenced in
http://www.hp.com/hpinfo/globalcitizenship/environment/pdf/gse.pdf. In addition,
STRATASYS will provide HP with access to Product regulatory test results and
certifications. 

     

         14.02 Regulatory Approval
Management. Upon mutual
agreement, STRATASYS will authorize HP to act on its behalf to obtain necessary
regulatory approvals and certifications for the marketing of the Product
worldwide, and STRATASYS will support HP to this end by providing samples, test
reports and documentation as required for this purpose, at ***. 

     

         STRATASYS is responsible to label the Product
with all required regulatory marks, codes, text and warning statements necessary
for the countries and territories within the Territory for which approval is
obtained by either Party. 

     

         14.03 MSDS and Other Notices. During the Term of the Agreement, STRATASYS
will provide HP with all English-only, US versions of applicable Material Safety
Data Sheets for chemicals, chemical compounds or chemical mixtures transported
with or otherwise used or included with any Product. The Parties will also
promptly provide each other with any copies of any notice, correspondence, or
the details of any oral inquiry from any governmental subdivision regarding the
manufacture, shipment, delivery resale or other use of any Product, and will
promptly confer and cooperate in the provision of any requested information or
other responses required thereunder.

     

    13

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         14.04 Record Retention. STRATASYS will also retain, at all times
through ***, all records and materials (as well as
archived, indexed backup copies thereof) associated with the design, manufacture
and sale of Product, and HP will retain for ***, all records and materials (as
well as archived, indexed backup copies thereof) relating to the purchase,
marketing and resale of such Product. Except in the event and to the extent such
original records or materials are required to be delivered to any governmental
agency, all such records and materials and the archival indexed copies thereof
will be made available by each Party for confidential review and copying by the
other Party or such other Party’s attorneys, accountants or other advisors on
reasonable prior notice and during regular Working Day business hours.
Additionally, in the event either party desires to destroy any portion of such
records or materials between ***, the other party may request that such original
records and materials be delivered to it for confidential retention and internal
use solely in furtherance of this Agreement, with the requesting party
responsible for payment of all applicable packaging and shipping
charges.

     

    SECTION 15. PRODUCT ACCEPTANCE
CRITERIA 

     

         15.01 Product Acceptance. All Product acceptance criteria will be
defined in each applicable PRD. Accepting the Product and passing the FSR
checkpoint, as illustrated in Attachment 3, will be conditioned upon meeting,
but not limited to, the Product acceptance criteria. 

     

    SECTION 16. POST-FSR QUALITY
CRITERIA

     

         16.01 Quality Tracking. The post-FSR quality criteria Product, will
be tracked through the agreed-upon PRD quality standards. The Parties will also
negotiate and enter into an ongoing assessment and monitoring plan for each
Product, for the period from FSR through discontinuance, with such post-FSR
plans to be attached and incorporated by modification to the then-current
PRD. 

     

    SECTION 17. AMENDMENTS AND CHANGES TO
PRODUCT 

     

         17.01 Engineering Process or Design
Changes. At all times
prior to discontinuance thereof, except with the prior written consent of HP,
which consent shall not be unreasonably withheld or delayed, and which consent
shall be determined in accordance with industry standard engineering changes, STRATASYS shall not make
or incorporate in the Products any of the following changes (each, an “EC” and
collectively, the “ECs”): 

     

    
      	           	(a)	     	***;
	
            	 
	
            	(b)	
            	***;
	
            	 
	
            	(c)	
            	***.


    

     

    14

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    



         From
and after any Product FSR Date, STRATASYS will give HP notice of any proposed EC
at least *** days prior to the first proposed shipment of any *** Products
affected by such EC. Regardless any proposed EC, the Lead Time will not be
changed unless specifically agreed by both Parties.

     

         STRATASYS will also notify HP at least ***
prior to any geographical relocation of its manufacturing operations, or any
material change to its manufacturing processes for any Product manufactured and
to be sold to HP under this Agreement.

     

         17.02 Firmware/Software Changes. STRATASYS will provide Firmware (FW) and
Software (SW) support to HP for bug fixing, new Microsoft Windows® or
successor operating systems as requested by HP. STRATASYS and HP will agree on a
FW/SW release plan with the following terms:

    	***; and
        
	***. 


         17.03 Spare Parts and *** Spare Parts Service Changes. STRATASYS will notify HP of any EC affecting
Spare Parts and *** Spare Parts
***. STRATASYS will use its best efforts to notify HP, at least *** of any such EC.

     

         Should the EC design change render HP’s
inventory of Spare Parts and *** Spare Parts obsolete, HP will have the right to
return the defective/obsolete material at its expense to STRATASYS to be
replaced ***.

     

         17.04 Safety Standard Changes. STRATASYS will *** give notice to HP if any upgrade, substitution
or other change to any Product is required to meet applicable safety standards,
or other governmental statutes, rules, orders or regulations. All affected
Product already purchased by HP may, at HP’s election, be upgraded by STRATASYS
or HP, with *** to complete such upgrades.

     

    15

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission.

     

    

    
    

     

    SECTION 18. PRODUCT
OBSOLESCENCE

     

         18.01 Obsolescence. STRATASYS will continue to supply the
relevant Spare Parts, *** Spare Parts,
Consumables and Support for any Product to HP for its supply to HP Customers
during the Term and for a period of up to *** from the Delivery
Date of the last shipment of such Product to HP. Termination or substitution by
HP of its supply of any particular Product or termination of this Agreement
shall not affect STRATASYS’s obligations as set forth in this section.


     

    SECTION 19. MARKETING AUTHORITY, TRADEMARKS
AND, LICENSING 

     

         19.01 Marketing Authority;
Communications. HP shall
have the sole authority and responsibility to market and resell the Products to
the extent it deems appropriate, and in its sole discretion. As agreed by the
Parties from time to time, HP ***. 

     

         19.02 Trademarks and Limited
Licenses. Each of the
Parties acknowledges the other’s exclusive ownership of its Trademarks, and
declares that neither Party shall acquire rights in the other’s Trademarks by
virtue of anything contained in this Agreement, or the manufacture or
distribution of Products. Each Party agrees not to file applications for
registration of any Trademarks that are the same or similar to the other Party’s
Trademarks, nor to challenge the exclusive rights of the other in such other
Party’s Trademarks.

     

         To the extent required or reasonably necessary
to perform hereunder, HP grants STRATASYS a royalty-free, paid-up, nonexclusive
license during the Term to use and affix, as directed by HP, and in accordance
with any PRD, the HP Packaging Standards and HP Package Design and Labeling
Instructions, the HP Trademarks to Products, associated software, Documentation
and other materials in connection with its performance under this Agreement. For
the avoidance of doubt, STRATASYS is not granted other any right or authority to
use Trademarks of HP for any other use unless otherwise authorized by HP in
writing.

     

         STRATASYS grants HP a royalty-free, paid up
nonexclusive license during the Term to use and affix, as directed by HP, the
STRATASYS Trademarks to Products, associated software, Documentation and other
materials in connection with its performance under this Agreement. HP reserves
the right and sole authority to determine its use (or nonuse) of STRATASYS
Trademarks at any time, and in its sole discretion. 

     

         19.03 Software License. Each Product will include a non-exclusive,
royalty free, end user software license to use STRATASYS’S copyrighted,
proprietary Catalyst® software, in
accordance with and subject to its then-current End User License Agreement
terms. The licenses granted by STRATASYS under this Section shall be expressly
sublicensable by HP and its Eligible Purchasers through and to end users, under
the HP End User License Agreement pre-approved in writing by STRATASYS.
STRATASYS certifies that there is no open-source code incorporated into any of
its software products licensed to HP attached here in this agreement as
Attachment 8. 

     

    16

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         19.04 Documentation License. STRATASYS also grants HP a paid-up, royalty
free, nonexclusive license in and to any Product Documentation created and owned
by STRATASYS. In addition STRATASYS will assist HP staff in converting and
editing such Documentation to conform to HP’s Documentation format to use,
reproduce, distribute and prepare derivative works in HP’s name. HP may
reproduce End User Documentation without STRATASYS’s logo or other
identification of source, subject to affixing copyright notices to all copies of
Documentation. HP shall have the right to sublicense the license granted to it
by STRATASYS under this Section 19.04, upon the prior written consent of
STRATASYS. 

     

         19.05 Reservation of Rights. Except as granted under this Section 19,
nothing in this Agreement shall grant HP any other license or rights in and to
the STRATASYS software embedded in the Products, its Trademarks or any other
STRATASYS Intellectual Property Rights; and nothing in this Agreement shall
grant STRATASYS any other license or rights in and to any HP Trademarks or other
HP Intellectual Property Rights. 

     

    SECTION 20. INTELLECTUAL PROPERTY WARRANTY AND
INDEMNIFICATION 

     

         20.01 Intellectual Property
Warranties. STRATASYS
warrants that it owns or has the unrestricted right to exploit all Intellectual
Property Rights embodied in any of the Products, and that the sale of the
Products, by HP or its Eligible Purchasers, will not infringe the rights to any
Intellectual Property Rights of a third party. HP warrants that it owns all HP
Trademarks-listed in Attachment 6 and that the display and/or use of the HP
Trademarks as specified in Attachment 6 in conjunction with the Products,
packaging, Software, Documentation or related materials will not infringe the
rights to Trademarks of any third party. 

     

         20.02 Indemnification Obligations. STRATASYS shall defend and indemnify HP, and
shall hold harmless HP, its Affiliates, Eligible Purchasers, resellers and end
user customers (the “HP Indemnitees”), from any claim that the offer for sale,
sale, importation, licensing or leasing or use of any Product, Software or
Documentation constitutes an infringement of any third party's Intellectual
Property Right (a “STRATASYS IP Claim”). STRATASYS will pay all costs and damages
incurred by the HP Indemnitee and will pay any award with respect to any
STRATASYS IP Claim or agreed to by STRATASYS in any settlement of such STRATASYS
IP Claim.

     

         HP shall defend and indemnify and shall hold
harmless STRATASYS, its Affiliates, vendors and subcontractors (“STRATASYS
Indemnitees”), from any claim by a third party that the display or use of any HP
Trademarks in connection with manufacturing, importation, distribution of any
Product, Software or Documentation infringes the trademarks rights of any such
third parties (an ”HP IP Claim”). 

     

    17

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         20.03 Indemnification Procedures. The Party obligated to indemnify and defend
as provided above (the “Indemnitor”) hereby agrees to defend any suit or
proceeding brought against the Indemnitee entitled to indemnification and
defense by any such third party, provided that the Indemnitor is notified
promptly in writing of such suit or proceeding, and provided further that the
Indemnitor shall receive: (i) full and complete authority to conduct the defense
of such suit or proceeding, including its possible settlement, with the
Indemnitee hereby agreeing to any such settlement effected by the Indemnitor
(other than any settlement requiring the Indemnitee to accept liability or pay
any money or which could result in the Indemnitee being in breach of any
agreement or arrangement with a third party, which the Indemnitee may decline to
accept in its absolute discretion and without in any way affecting the
Indemnitor’s obligations under the indemnity set forth in this Section 20); (ii)
at the Indemnitor’s sole cost, all information that the Indemnitee may have and
that may be pertinent to said defense; and (iii) at the Indemnitor’s sole cost,
the Indemnitee’s reasonable cooperation and assistance in conducting said
defense. In addition to providing such defense, the Indemnitor shall pay all
damages and costs awarded therein against the Indemnitee, provided that the
Indemnitee has given the Indemnitor the authority, information and assistance
required of it hereunder with respect to such defense. 

     

         20.04 Exclusions. Anything herein to the contrary
notwithstanding, with respect to STRATASYS, the provisions of this Section 20,
and STRATASYS’s obligations hereunder, shall not apply to any STRATASYS IP Claim
which arises from or in connection with any use and/or application by the HP
Indemnitee of any Product, Software or Documentation in a manner forbidden by
STRATASYS, if the STRATASYS IP Claim would not have occurred but for such
forbidden use or application; (ii) unauthorized modification or use of and/or an
unauthorized change to such Product, Software or Documentation by the HP
Indemnitee; and/or (iii) the combination by the HP Indemnitees, of any Product,
Software or Documentation with any other product, system, or sub-system
(including, without limitation, integration with a front-end or back-end
product) that were not supplied, suggested or induced by STRATASYS, if the
STRATASYS IP Claim would not have occurred but for such combination. In the
event that any OEM Product Software or Documentation is enjoined under a
STRATASYS IP Claim or, in case of an existing STRATASYS IP Claim is likely to be
enjoined, STRATASYS shall, ***. 

     

         Anything herein to the contrary
notwithstanding, with respect to HP, the provisions of this Section 20, and HP
obligations hereunder, shall not apply to any STRATASYS IP Claim which arises
from or in connection with an unauthorized modification or use by the STRATASYS
Indemnitee of the HP Trademarks, if the HP IP Claim would not have occurred but
for such modification or use. 

     

    18

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    SECTION 21. COUNTRY OF MANUFACTURE
CERTIFICATION

     

         21.01 Export Certifications. Upon HP’s request, STRATASYS will provide HP
with an appropriate certification stating the country of origin for the Products
exported from the United States. STRATASYS will affix such labels or other
markings of the Products, or the container if there is no room on the Products,
as shall be specified by HP, in order to comply with specific customs or other
requirements of any countries or territories outside the United
States.

     

         21.02 Customs Requirements. HP shall notify STRATASYS of any requirement
from all applicable customs authorities, and STRATASYS will use commercially
reasonable efforts to achieve delivery Lead Times with such requirements. Upon
HP’s reasonable request, STRATASYS shall assist HP with certification stating
the country of origin to satisfy the requirements of: a) the customs authorities
of the country of receipt and the countries of HP’s distribution operations; and
b) any applicable export licensing regulations, including those of the United
States. ***. 

     

    SECTION 22. TRANSFER PRICE
REVIEW

     

         22.01 Procedures. ***, the Parties agree to review transfer
prices through the ***. 

     

    SECTION 23. CURRENT
CHANNELS

     

         23.01 HP Offers. HP will offer STRATASYS’s existing resellers
the rights to apply for and qualify as HP resellers for the Products as such are
introduced and made available, subject to compliance with HP’s standard rules of
engagement for resellers and reseller program criteria for these Products.


     

         23.02 STRATASYS Offers. It is understood that STRATASYS may offer
STRATASYS Equivalents to HP’s
existing resellers outside the Territory defined in Attachment 5. 

     

    SECTION 24. GOVERNMENTAL
COMPLIANCE


     

         24.01 Compliance with Laws. STRATASYS shall comply with all U.S.
federal, state and local laws, rules, and regulations applicable to (a)
STRATASYS’s performance of this Agreement, (b) the Products, and/or (c)
exportation of the Product, including without limitation, all applicable import
and export regulations, environmental regulations, and packaging and labeling
regulations.

     

         24.02 Compliance with Laws by HP. HP shall comply with all applicable federal,
state, local and foreign laws, rules, and regulations applicable to (a) HP’s
performance of this Agreement, (b) the Products, and/or (c) exportation,
importation, marketing, and/or distribution of the Products

     

    19

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         24.03 Compliance Management. Each Party shall also promptly and fully
brief the other Party of any potential changes in applicable laws known to them,
and the Parties shall in good faith negotiate and amend this Agreement and all
Attachments, Exhibits or Schedules as may be required to comply with applicable
laws of any territories in which the Products are being distributed hereunder.


     

    SECTION 25. FORCE MAJEURE
EVENTS 

     

         25.01 Force Majeure. Except for any Party’s payment of any
amounts due hereunder, or of any other financial obligations of such party,
which are all expressly excluded from the provisions of this Section 25, to the
extent that either Party to this Agreement is temporarily unable to perform its
obligations hereunder, in whole or in part, due to causes beyond such Party’s
reasonable control, including, but not limited to, acts of God, acts of war,
acts of terrorism, civil disturbance, governmental action, strikes, fire, flood,
typhoon, peril or accident at sea, inability to secure materials and
transportation or facilities, walkouts or lock-outs or other labor disputes
beyond the reasonable control of such Party (a “Force Majeure Event”), the time
for performing such obligations will be extended until such time as the Force
Majeure Event has been resolved or otherwise mitigated or eliminated so as not
to materially impede or prevent performance of such obligations; provided that
the Party claiming the benefit of this provision shall provide to the other
Party prompt written notice and reasonable evidence of the occurrence of such
Force Majeure Event, and shall cooperate with the other Party in taking all such
commercially reasonable actions as may be necessary or appropriate to mitigate,
avoid or lessen the adverse effects of such Force Majeure Event as they may
relate to the performance of each Party’s respective obligations
hereunder.

     

         25.02 Effect of Force Majeure. Until such Force Majeure Event is so
resolved, mitigated or eliminated, the Party so unable to perform its
obligations shall not be deemed to be in default under or in breach of this
Agreement, provided that the Parties shall in any event be required to perform
all other obligations hereunder which are reasonably capable of being performed
during the continuance of such Force Majeure Event. Subject to the foregoing, a
Force Majeure Event may include (i) the occurrence of any pandemic, epidemic or
prevalent disease or illness with an actual or probable threat to human life,
including, without limitation, atypical pneumonia or (iii) any quarantine or
similar measure taken in relation thereto by any governmental authority to
prevent the spread of any communicable disease, (iv) any unavailability of any
resources or services resulting directly from any of the foregoing (v)
impossibility to deliver Products due to export/import restriction derived from
a governmental regulation that would make the export/import act illegal. In the
event that a Force Majeure Event continues for *** or longer, either Party may
terminate and cancel any and all outstanding Orders, regardless as to whether
accepted by STRATASYS, by written notice to the other Party. In the event that a
Force Majeure Event continues for ***,
or longer, either Party may terminate this Agreement without any liability to
the other Party solely arising from such early termination. 

     

    20

     

    
      	HP	
            	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    


    
    


    SECTION 26. CONFIDENTIAL
INFORMATION


     

         26.01 Confidentiality Obligations. In the event Confidential Information shall
be disclosed, the Parties shall first agree to disclose and receive such
information in confidence All Confidential Information disclosed by a Disclosing
Party to a Receiving Party pursuant to, or in connection with, this Agreement,
during the Term of the Agreement shall be maintained in confidence by the
Receiving Party and used only to perform under this Agreement. Each Receiving
Party shall use such measures as the Receiving Party uses to protect the
confidentiality of its own confidential information of like importance, but in
no event using less than reasonable care. The Receiving Party shall not make any
disclosure of such Confidential Information other than on a need-to-know basis
to its employees, and/or its Affiliates’ employees and consultants. The
Receiving Party shall be liable for its breach of the provisions of this Section
26, as well as breaches by any other recipient whose access and use was made
through the Receiving Party as specified herein. The Receiving Party shall
return or destroy the Disclosing Party’s tangible Confidential Information to
the Disclosing Party promptly upon the Disclosing Party’s request, unless the
Receiving Party has a continuing right under this Agreement to use such
Confidential Information. Nothing herein shall prevent assignment of the
Parties’ employees or consultants to other projects. For all purposes hereunder,
any Product tests conducted by HP, as well as test reports and related
documentation, shall be deemed to be jointly owned Confidential Information,
with each Party subject as a Receiving Party to maintain the confidentiality of
such materials and refrain from disclosure or other use of such materials as
provided hereunder.

     

         The Parties agree that the foregoing
obligation shall not apply to any information disclosed under this Agreement
which the Receiving Party can demonstrate by means of dated documentation, or
documentation with otherwise validated date, that such information: (i) was
already in the public domain at the time it was disclosed or subsequently enters
the public domain through no fault of the Receiving Party; (ii) was known to the
receiving Party or its Affiliates or in its possession prior to its receipt,
(iii) was developed by the receiving Party independently and without use of the
disclosure under this Agreement and without any breach of this Agreement; or
(iv) was lawfully received by the receiving Party on a non-confidential basis
from a third party who was not bound by a similar obligation of confidentiality
in relation to the information.

     

         26.02 Exceptions. Notwithstanding anything to the contrary in
Section 26.01, disclosure of Confidential Information shall always be permitted
to the extent required by order of a court or governmental authority, provided
that the Disclosing Party has been given timely notice of such requirement and
that the Receiving Party must cooperate with the Disclosing Party to limit the
scope and effect of such order. 

     

    21

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    SECTION 27.
TERMINATION

     

         27.01 ***, HP will have the right to terminate
this Agreement with written notice to STRATASYS within ***. In the event of
termination under this Section 27.01, the post-termination provisions of Section
27.05 and 27.06 ***. 

     

         27.02 Termination For Breach. Either Party shall have the right (but not
the obligation) to terminate this Agreement, without any liability on the part
of such Party to the other Party for breach solely from any such termination
upon *** prior written notice given to the other Party,
upon the occurrence of any one or more of the following events: 

     

    
      	          	(a)	     	Where the other Party shall have
      breached or defaulted in the performance of any of its material
      obligations under this Agreement and where such breach or default shall
      have continued for *** after written notice thereof having first been
      provided to such other Party by the non-breaching Party; or
	
            	 
	
            	(b)	
            	Where (i) a receiver is appointed for
      the other Party or its properties; (ii) any proceedings are commenced by
      or for the other Party under any bankruptcy, insolvency or debtor's relief
      law; (iii) any proceedings are commenced against the other Party under any
      bankruptcy, insolvency or debtor's relief law and such proceedings are not
      vacated or set aside within *** from the date of commencement thereof; or
      (iv) the other Party is wound up, liquidated or
  dissolved.


    

     

         27.03 Effect of Termination. The expiration or sooner termination of this
Agreement shall not release either Party from any liability which, at the time
of expiration or termination has already accrued against the other Party or
which thereafter may accrue against the other Party, in respect of accepted
Orders that are accepted prior to such expiration or termination
thereof.

     

         27.04 Return of Confidential
Information. Upon
expiration or sooner termination of this Agreement, the Receiving Party shall
immediately cease all use of Confidential Information (except and to the extent
required for any licenses as set forth in Section 19) and shall, in accordance
with Disclosing Party’s reasonable written instructions, promptly return to
Disclosing Party or destroy all Confidential Information of Disclosing Party,
including without limitation, all copies (in electronic form or otherwise) in
Receiving Party’s possession and any notes, memoranda or other excerpts that
contain Confidential Information of the Disclosing Party. The Receiving Party
shall also promptly certify in a writing signed by an officer or director of the
Receiving Party that all such Confidential Information has been returned,
deleted or destroyed. 

     

    22

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         27.05 Post-Termination Transition
Matters. Additionally,
upon termination of the Agreement, STRATASYS shall: 

     

         -Supply Products that are the subject of a
valid, binding purchase order received prior to the effective date of such
termination, accompanied by full payment or irrevocable letter of credit
securing full payment therefor; 

     

         -Continue to supply Consumables,
*** Spare Parts, Spare Parts and accessories to HP
for supply to HP or Eligible Purchasers for a period of *** following the
termination date. 

     

         27.06 Survival Section. Notwithstanding any expiration or
termination of this Agreement, the provisions of Sections 8.04, 11, 14.04, 18,
26, 27.04, 27.05, 27.06 and 30, (other than 30.11 and 30.12) will survive for
the time periods specified therein, or for *** following
expiration or termination of the Agreement, if no time periods are specified.


     

    SECTION 28. LIMITATION OF
LIABILITY

     

         TO THE FULLEST EXTENT PERMITTED BY
LAW, UNLESS EXPRESSLY PROVIDED OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY
WILL BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER (INCLUDING
BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA OR OTHER BUSINESS LOSSES,
HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY) ARISING OUT OF ANY
PERFORMANCE OF THIS AGREEMENT (OR ANY FAILURE TO PERFORM) OR IN FURTHERANCE OF
THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH
DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY CLAIMS (INDIVIDUAL OR AGGREGATE) ARISING
HEREUNDER, WHICH EXCEED THE SUM OF *** NOTWITHSTANDING THE ABOVE, SAID
LIMITATIONS AND EXCLUSIONS OF LIABILITY IN NO MANNER REDUCES OR LIMITS
LIABILITIES AND INDEMNITIES OF EITHER PARTY UNDER SECTIONS 20.02 AND 20.03
ABOVE. 

     

    SECTION 29. NEW PRODUCT
NEGOTIATIONS 

     

         29.01 Proposed Products for the
*** Market Segment. ***, the Parties, through the ***, agree to
meet in good faith to negotiate further exclusivity permitting marketing,
manufacture and sale of proposed products for the *** Market Segment to HP. Such
exclusivity shall be pending on (i) ***; (iii) ***; (iv) ***; and (v) ***.


     

         It is the intention and goal of STRATASYS to
provide HP with exclusivity within the *** Market Segment versus other ***
manufacturers and *** brands, and it is the intention and goal of HP to provide
STRATASYS with exclusivity to manufacture and sell to HP products within the ***
Market Segment. It is also understood that the contemplated extension of
exclusivity assumes that the
Parties can jointly identify and agree on competitive business scenario. Both
Parties, for these purposes, attach hereto ***. 

     

    23

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    SECTION 30.
MISCELLANEOUS 

     

         30.01 Entire Agreement. This Agreement, together with the
Attachments, Schedules and Exhibits, constitutes the entire agreement between
the Parties with respect to the subject matter hereof, and supersedes all prior
drafts of the Agreement and all other agreements between the Parties, express or
implied, written or oral, other than the Confidentiality Agreement executed
between the Parties prior to the Effective Date, which will survive execution of
this Agreement and will control over any inconsistent or conflicting provisions
of this Agreement. All capitalized terms defined in this Agreement which are
used in any Attachment, Schedule or Exhibit shall, unless the context otherwise
requires, have the same meaning therein as given herein. 

     

         30.02 Protective Rights Agreement. As a material inducement into the entry into
and performance under this Agreement, the Parties have also agreed to enter into
a Protective Rights Agreement as of the date hereof.

     

         30.03 Nonsolicitation
Restrictions. During the
Term of this Agreement, and for a period of ***, except with the other Party’s
prior written consent, neither Party will solicit, offer a position to, or hire
any employee of the other Party or such other Party’s Affiliates. For purposes
of this Agreement, these nonsolicitation restrictions will apply to any position
(employee, contractor or otherwise), but shall not apply if an employee makes
initial contact by answering a newspaper, online or other general circulation
advertisement or job posting. 

     

         30.04 Notices. Any notice, request, consent, approval, or
communication (collectively a “Notice”) under this Agreement shall be effective
only if it is in writing and (i) personally delivered, (ii) sent by certified or
registered mail, return receipt requested, postage prepaid (iii) sent by a
nationally recognized overnight delivery service, with delivery confirmed, or
(iv) sent by facsimile, with receipt confirmed, addressed as follows*: 

     

         (a) if to HP, to 

    
    

     

    
      	     	HP	
            	
            
	
            	Address:	 	
            
	 	Attention:	
            	
            
	
            	Telephone:  	
            	
            
	
            	Facsimile:	 	
            


    

     

     

    ____________________ 

     

    * The information below was omitted from the
executed agreement. 

     

    24

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      	
            	
              with a copy
      to:

            
	 	  
	     	Name:	
            	
            
	
            	Address:	
            	
            
	
            	Attention:	 	
            
	 	Telephone:  	
            	
            
	
            	Facsimile:	
            	
            


    


         and to

     

    
      	     	Name:	 	
            
	
            	Address:	
            	
            
	 	Attention:	
            	
            
	
            	Telephone  	
            	
            
	
            	Facsimile:	
            	
            


    


    
      	
            	
              if to
      STRATASYS, to

            
	
            	
            	 
	
            	
              STRATASYS

            
	     	Address:	
            	
            
	 	Attention:	
            	
            
	
            	Telephone:  	 	
            
	
            	Facsimile:	
            	
            


    


    
      	
            	
              with a copy to:
      

            
	
            	 
	     	Name:	 	
            
	
            	Address:	 	
            
	
            	Attention:	
            	
            
	 	Telephone:  	
            	
            
	
            	Facsimile:	
            	
            


    


    or such other persons
or addresses as shall be furnished by Notice by a Party to the other Party. A
Notice shall be deemed to have been given as of the date when (i) personally
delivered, (ii) ten (10) days after properly addressed and mailed as aforesaid,
(iii) the next day when delivered during business hours to said overnight
delivery service properly addressed, or (iv) when receipt of the facsimile is
confirmed, as the case may be, unless the sending Party has actual knowledge
that a Notice was not received by the intended recipient. All Notices shall
specifically state: (i) the provision or provisions, if any, of this Agreement
with respect to which such Notice is given; and (ii) the relevant time period,
if any, in which the Party given.

     

    25

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         Any Party may give any notice, request,
demand, claim or other communication hereunder using any other means (including
personal delivery, expedited courier, messenger service, telecopy, ordinary mail
or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have
been duly and validly given unless and until it actually is received by the
Party for whom it is intended. Any Party may change the address to which
notices, requests, demands, claims and other communications hereunder are to be
delivered by giving the other Party notice in the manner in this Agreement set
forth. 

     

         30.05 Independent Contractors. This Agreement shall not constitute either
Party as the agent or legal representative of the other Party for any purpose
whatsoever, and neither Party shall hold itself out as an agent of the other
Party. This Agreement creates no relationship of joint venturers, partners,
associates, employment or principal and agent between the Parties, and both
Parties are acting as independent contractors. Neither HP nor STRATASYS is
granted in this Agreement any right or authority to, and shall not attempt to,
assume or create any obligation or responsibility for or on behalf of the other.
Neither HP nor STRATASYS shall have any authority to bind the other to any
contract, whether of employment or otherwise, and HP and STRATASYS shall bear
all of their respective expenses for their operations, including the
compensation of their employees and the maintenance of their offices and service
facilities. HP and STRATASYS shall each be solely responsible and liable for
their own employees, and for the acts or omissions in performance under this
Agreement.

     

         30.06 Assignment. Except as set forth herein, neither Party
shall assign or delegate performance of this Agreement or any right or
obligation under this Agreement, voluntarily or by operation of law, without the
prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, each Party
agrees to consent to any proposed assignment of the other Party’s rights and
delegation of its obligations under this Agreement in whole or in part to any
Affiliate of such Party, or in whole to a third party who acquires all or
substantially all of the assets of such Party or of the assets of the business
of such Party to which this Agreement relates, provided in each
case that the assignee agrees in writing to assume, and has the technical and
financial capabilities to fulfill, all of the assigning Party’s obligations
under this Agreement. Subject to the foregoing, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the Parties and their
respective successors and permitted assigns. Any attempt to assign or transfer
this Agreement or any portion thereof in violation of this Section 30.06 shall
be void ab initio. 

     

         30.07 Amendments. The terms and provisions of this Agreement
or any Schedule, Exhibit or other Attachment hereto may not be waived, modified,
amended or replaced, other than in a writing referencing this Section 30.07 and
signed by authorized officers or representatives of each Party. No waiver
entered into shall be deemed to be a waiver of any other or further obligation
or liability of the Party in whose favor the waiver was given as provided
herein.

     

         30.08 No Third-Party
Beneficiaries. This
Agreement is intended to benefit the Parties and their respective permitted
successors and permitted assigns and shall not confer upon any other Person any
rights or remedies. 

     

    26

     

    
    

     

    
      	HP	 	 	STRATASYS


    

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         30.09 No Publication. So long as this Agreement is in effect, no
Party or any of its Affiliates shall issue or cause the publication of any press
release or other announcement with respect to the terms or implementation of
this Agreement without the prior consultation and approval of the other Party,
except as may be required by law; provided that such approval shall not be
unreasonably withheld or delayed. Any such publicity made in accordance with the
terms of a joint communications program shall not require approval under this
Section 30.09.

     

         30.10 Severability. Every provision of this Agreement is
intended to be severable. If any term or provision hereof is held by a court of
competent jurisdiction or regulatory authority to be illegal or invalid for any
reason whatsoever, the Parties agree to negotiate in good faith a next best
alternative term or provision, as the case may be, that retains the Parties’
original intent to the greatest extent possible. If the Parties are unable to
negotiate such term or provision, the original term or provision shall be
enforced to the maximum extent permitted by law, and, in any event, such
illegality or invalidity shall not affect the validity of the remainder of the
Agreement, or the validity of such term or provision in other jurisdictions.


     

         30.11 ***. Implementation, execution
and leadership for this Agreement will be managed by a ***, comprised of *** and
who will meet at least quarterly, with locations alternating between Barcelona,
Spain and Eden Prairie, Minnesota or a mutually agreed site, with the initial
meeting scheduled to coincide with the execution of this Agreement.***, will be
reviewed at each meeting, while *** would be reviewed at least semi-annually,
and *** reviewed at least annually. HP and STRATASYS will facilitate ***.


     

         30.12 *** Discussion. Any controversy or claim arising out of,
relating to or in connection with the performance or interpretation of this
Agreement will first be submitted by the Parties in writing to a panel of ***
who shall promptly meet and confer in an effort to resolve such dispute. In the
event *** are unable to resolve any dispute within *** days after submission of
the dispute to them and the Parties have not agreed to an extension of the time
within which the dispute may be resolved by ***, either Party may then refer
such dispute to the agreed jurisdiction.

     

         30.13 Governing Law; Jurisdiction and
Venue. This Agreement
shall be governed in all respects by the internal laws of the State of Minnesota
and applicable federal laws of the United States of America, applicable to
contracts for the manufacture and sale of goods to be entered into and performed
wholly within Minnesota, and without regard to applicable conflicts of law
principles. HP hereby irrevocably consents to the jurisdiction and venue of the
applicable federal or state courts located in Hennepin County,
Minnesota

     

         30.14 Counterparts. This Agreement may be executed in any number
of counterparts or multiple originals, each of which shall be considered an
original, and all of which, when taken together, shall constitute a single
agreement. Facsimile execution and delivery of this Agreement and the
Attachments, Schedules or Exhibits hereto by any of the Parties shall be legal,
valid and binding execution and delivery of such document for all purposes.


     

    27

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


         IN WITNESS WHEREOF, the Parties have signed
this Agreement, through their duly authorized representatives, on the date first
set forth hereinabove. 

     

    
      	STRATASYS, INC.	HEWLETT-PACKARD
	 	COMPANY
	 	  
	By: /s/ S. Scott Crump	By: /s/ Santiago Morera
	  	 
	Name: S. Scott Crump	Name: Santiago Morera
	  	 
	Title: Chief Executive Officer	Title: Vice
  President


    


    
      
        	Attachment 1.	 	Definitions
	Attachment 2.	 	*** Product PRDs
	Attachment 3.	 	Template of FSR
	Attachment 4.	 	Transfer Prices of Products (include HP Part Numbers)
	Attachment 5.	 	Territory
	Attachment 6.	 	***
	Attachment 7.	 	HP Packaging Document
	Attachment 8.	 	End User License
	Attachment 9.	 	Contacts
	Attachment 10.	 	 ***
    Guidelines
	Attachment 11.	 	Propose Exclusivity and
      Timing for the SRS and Build Base
	Attachment
      12.	 	HP
      Trademarks†
	 
	 


      
____________________


    † Attachment 12 was omitted from the executed
agreement.

     

    28

     

    
      	HP	 	 	STRATASYS


    


    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission.

     

    

    
    


    ATTACHMENT 1 

     

    DEFINITIONS 

     

    As used in this
Agreement, all capitalized terms shall have the meanings ascribed to as follows:


     

    “Affiliate” shall mean, as to any Person, any other
Person that, directly or indirectly, controls, or is controlled by, or is under
common control with, such Person, where “control” (including, with its
correlative meanings, “controlled by” and “under common control with”) means (a)
the beneficial ownership of fifty percent (50%) or more of the outstanding
voting securities of a Person, or (b) the possession, directly or indirectly, of
the power to direct or cause the direction of management or policies of a
Person, whether through the ownership of securities or partnership or other
ownership interests, by contract or otherwise. 

     

    “Agreement” shall have the meaning ascribed thereto in
the Preamble. 

     

    “Attachments, Schedules and
Exhibits” The Attachments,
Schedules and Exhibits are an integral part of this Agreement, and are
incorporated fully by reference herein. The Parties shall sign and attach any
replacement Attachments, Schedules or Exhibits as they may waive, amend, modify
or replace from time to time and as provided in Section 29.05. 

     

    “AIR” (Annualized Intervention Rate) shall mean
***. 

     

    “AIR Limited
Warranty” shall mean the limited, express warranty made by STRATASYS in Section
11.04

     

    “AIR ***” shall mean ***.

     

    “AIR ***” shall mean ***.

     

    “Build Base” shall mean the disposable plastic surface on
which the models are built. 

     

    ***.

     

    “Cleaning Agent” shall mean the components used in the SRS to
dissolve the support material. 

     

    “Confidential Information” shall mean any (i) technical or commercial
information disclosed by the Disclosing Party to the Receiving Party, marked as
confidential if in written (including electronic) form, or if in oral form, if
followed by a writing confirming that the information is “Confidential” within
thirty (30) Business Days after oral disclosure tangible materials containing
Confidential Information, such as, samples, models, and prototypes, as long as
such Confidential Information is unrelated to the Products.

     

    “Consumables” shall mean collectively the ***.


     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    “*** Spare Parts” shall mean those Spare Parts that
***, and as are identified in the then-current
Attachment 4.

     

    “Dead on Arrival” shall mean a Product that is received
damaged or non-functional, and discovered immediately after the first time it is
removed from the original product packaging, but excluding any damage that
occurs during the unpacking and setup process. 

     

    “Dead on Arrival Parts” shall mean parts that are received damaged
or non-functional, and discovered immediately after the first time it is removed
from the original product packaging, but excluding any damage that occurs during
the unpacking and setup process. 

     

    “Delivery” and “Delivery Date” shall mean the time that Products are
delivered to and ready for tender to HP’s designated carrier at STRATASYS’
loading dock. 

     

    “Disclosing Party” shall mean the Party disclosing Confidential
Information to the Receiving Party under this Agreement. 

     

    “Documentation” means the user and technical manuals and
other documentation that STRATASYS ordinarily makes available with the Products
and any other documentation and information regarding the Product as for use in
connection with distribution of the Products.

     

    “Effective Date” shall be the date identified on the cover
page of this Agreement. 

     

    “Eligible Purchaser” shall mean HP; any Affiliate of HP; or any
HP distribution center, each as may be designated by HP from time to time by
notice to STRATASYS. 

     

    “End User Documentation” shall mean those items identified in Section
7.02. 

     

    “Enhancements” shall mean new features, new
functionalities, upgrades or new versions of the Products or Documentation.


     

    “Epidemic Failures” shall mean collectively, an AIR System
Epidemic Failure and AIR Failure Mode Epidemic Failure.

     

    “FCS” (First Customer Shipment) shall mean the
***. 

     

    “Fix” shall mean a change in a Product that
removes a problem in that Product. A Fix must be designed and tested so that it
can be distributed to all customers. A Fix may be temporary or permanent. A
temporary Fix may be a patch or bug fix that temporarily modifies a Product. A
permanent Fix provides a permanent solution to the problem, agreed upon by both
HP and STRATASYS. 

     

    “***” shall mean the
*** as identified in Section 5.05 and 5.07.


     

    “FSR” (First Shipment Release) shall mean ***.


     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    “Headings”. The headings of the sections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part hereof. 

     

    “Intellectual Property
Rights” shall mean (i) all
inventions (whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereon, and all patents, patent applications and
patent disclosures, together with all reissuances, divisions, continuations,
continuations-in-part, revisions, extensions and reexaminations thereof; (ii)
all copyrightable works, all works of authorship, all copyrights, and all
applications, registrations and renewals in connection therewith; (iii) all mask
works and all applications, registrations and renewals in connection therewith;
(iv) all trade secrets and confidential business information; and (v) any and
all applications and registrations of the foregoing (in any jurisdiction).
Intellectual Property Rights shall exclude all Trademarks, as that term is
defined herein.

     

    “***” shall mean the
point in time in which ***. 

     

    “Lead Time” shall be the time period between the
acceptance of an Order and Delivery. 

     

    “Lot” shall mean all similar Products as
identified in any individual Order that are designated for Delivery to the same
Eligible Purchaser. 

     

    “Material Bay” shall mean STRATASYS’ attachable component,
designed to provide integrated storage of and convenient access to Printer
Product material spools. 

     

    “Maximum Production Capacity” shall mean STRATASYS’ then-current
designated maximum volume manufacturability, calculated and adjusted in
accordance with its regular manufacturing standards, current supply chain,
manufacturing capacity and other constraints, and in consideration with HP.


     

    “MSM” shall mean Printer Product modeling support
material. 

     

    “Noncomplying” shall mean the failure of any Product to
comply with: (a) the applicable PRD specifications; or (b) such other Product
specifications as are agreed to by the Parties in writing and attached by
amendment to this Agreement. 

     

    “Orders” shall have the meaning as described thereto
in Section 5.

     

    “Person” means an individual, partnership,
corporation (including a business trust), limited liability company, joint stock
company, trust, unincorporated association, sole proprietorship, joint venture,
government (or any agency or political subdivision thereof) or other entity.


     

    “PRD” shall mean the then-current Product
Requirement Document containing all requirements specifications. Each PRD shall
be dated, sequentially numbered and attached to this Agreement as an Attachment
2, and incorporated fully by reference herein, and shall automatically and fully
replace any prior PRD(s) for such Product on execution thereof. 

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    “*** Products” shall mean those *** Market Segment ***
products described and defined in a PRD included in Attachment and incorporated
by reference into this Agreement.

     

    “Products” shall mean collectively *** Products,
Material Bays, SRSs, Consumables, Spare Parts, and *** Spare Parts.

     

    “Quality Plan” shall have the meaning identified in Section
13. 

     

    “Receiving Party” shall mean the Party to whom Confidential
Information is disclosed to under this Agreement. 

     

    ***. 

     

    “Software” shall mean any software or firmware included
or bundled with the Products. 

     

    “Spare Parts” shall mean those Product parts listed in the
then-current Attachment 4. 

     

    “SRS” shall mean a support removal systems.


     

    “STRATASYS Equivalents” shall mean a substantially similar product
sold by STRATASYS during the term and outside of the Territory. 

     

    “Support” shall mean those certain ongoing maintenance
and technical assistance services for the Products provided by STRATASYS to
HP.

     

    “Term” shall have the meaning ascribed in Section
2. 

     

    “Territory” shall mean that defined in Attachment
5.

     

    “Trademark” shall mean all trademarks, service marks,
trademark and service mark applications, trade dress, trade names, logos,
insignia, symbols, designs, domain names, email addresses, or other commercial
symbols identifying a Party or its products. 

     

    “Warranty” shall mean those express limited warranties
made by STRATASYS in Section 11.01. 

     

    “Working Day” shall mean any non-holiday weekday that
STRATASYS is open for business. 

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
2

    

     

    
      *** Product
PRDs

    

     

    ***. 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
3

    

     

    
      Template of
FSR

    

     

    ***. 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
4

       

      Transfer Prices of Products
(include HP Part Numbers)

       

      ***.

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
5

       

      Territory

      


    

     

    The intent of this
Agreement is that the Territory will be worldwide ***.
Notwithstanding the aforementioned, ***, the Territory
corresponds to the following countries: 

     

    
      	1.	     	Germany
	 	 	  
	2.	
            	United Kingdom
	 	 	  
	3.	
            	Italy
	 	 	  
	4.	
            	France
	 	 	  
	5.	
            	Spain


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission.

     

    

    
    


    
      ATTACHMENT
6

       

      ***

       

      ***.

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
7

       

      HP Packaging
Document

       

      ***.

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
8

      


    

    Stratasys® End User License Agreement 

     

    PLEASE READ THIS LICENSE CAREFULLY. BY USING ALL OR ANY PORTION OF THIS
SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
LICENSE, AND AGREE THAT THIS LICENSE IS FULLY ENFORCEABLE AGAINST YOU AND ANY
OTHER INDIVIDUAL OR LEGAL ENTITY THAT USES THE
SOFTWARE . IF YOU
DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (E.G. CD)
WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS
LICENSE, YOU MAY OBTAIN A REFUND OF ANY AMOUNT YOU ORIGINALLY PAID IF YOU: (A)
MAKE NO USE OF THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE
LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE
DATE.

     

    Stratasys and its
suppliers own all copyrights and other Software intellectual property rights.
Stratasys permits you to Use the Software only in accordance with the terms of
this License. Use of any third party materials included in the Software may be
subject to other terms and conditions typically found in a separate license
agreement or "Read Me" file located near such materials 

     

    
      	1.	     	Definitions. "Software" means (a) all of the contents
      of the files, disk(s), CD-ROM(s) or other media with which this License is
      provided, including, but not limited to: (i) Stratasys or third party
      computer information or software; (ii) related explanatory written
      materials or files ("Documentation"); and (iii) fonts; and (b) upgrades,
      modified versions, updates, additions, and copies of the Software, if any,
      licensed to you by Stratasys (collectively, "Updates"). "Use" or "Using"
      means to access, install, download, copy or otherwise benefit from using
      the functionality of the Software in accordance with the Documentation.
      "Permitted Number" means one (1), unless otherwise indicated, or otherwise
      covered under a separate valid license granted by Stratasys. "Computer"
      means an electronic device that accepts information in digital or similar
      form and manipulates it for a specific result based on a sequence of
      instructions. “Stratasys " means Stratasys Incorporated, a Delaware
      corporation, 7665 Commerce Way, Eden Prairie, Minnesota
55344.
	 
	2.	
            	Software License. As long as you have made all required
      payments for this license and any associated equipment, and continue to
      comply with the terms of this Software License Agreement (the "License"),
      Stratasys grants to you a non-exclusive license to Use the Software for
      the purposes described in the Documentation.
	 	
            	2.1	     	General Use. Subject to the terms of
      this License, you may install copies of the Software on any compatible
      computer within your internal network for the sole and exclusive purpose
      of using the Software within your internal business operations. Unless
      otherwise expressly permitted hereunder or via prior written consent from
      Stratasys, no other server or network use of the Software is permitted,
      including but not limited to use of the Software (i) either directly or
      through commands, data or instructions from or to another computer or (ii)
      for internal network, internet or web hosting services.
	 	
            	2.2	
            	Backup Copy. You may make one backup
      copy of the Software, provided your backup copy is not installed or used
      on any computer. You may not transfer the rights to a backup copy unless
      you transfer all rights in the Software as provided under Section
    4.
	 	
            	2.3	
            	Portable or Home Computer Use. In
      addition to the single copy permitted under Sections 2.2 and 2.3, the
      primary user of the computer on which the Software is installed may make
      one additional copy of the Software for his or her exclusive use on either
      a portable Computer or a Computer located at his or her home, provided the
      Software on the portable or home Computer is not used at the same time as
      the Software on the primary computer.
	 	
            	2.4	
            	
              No Modification. You may not customize or extend the functionality
      of the installer for the Software. You may not otherwise alter or modify
      the Software or create a new installer for the Software. The Software is
      licensed and distributed by Stratasys for viewing and processing STL
      files, and for communicating and transferring files between the Software
      and other Stratasys products. You are not authorized to integrate or use
      the Software with any other software, plug-in or enhancement which uses or
      relies upon the Software when converting or
      transforming STL files into other file formats (e.g., a STL file into a
      CMB file). You are not authorized to integrate or use the Software with
      any (a) plug-in software not developed in accordance with this License or
      (b) other software or enhancement to programmatically interface with the
      Software for any other purpose.

            


    

     

    

    
    


    
      	 	
            	2.5	
            	Third Party Web Site Access. The
      Software may allow you to access third party web sites ("Third Party
      Sites"). Your access to and use of any Third Party Sites, including any
      goods, services or information made available from such sites, is governed
      by the terms and conditions found at each Third Party Site, if any. Third
      Party Sites are not owned or operated by Stratasys. YOUR USE OF THE
      SOFTWARE TO ACCESS THIRD PARTY SITES IS AT YOUR OWN RISK. STRATASYS MAKES
      NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS
      OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS
      TO ANY OTHER MATTERS, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT OF
      THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY,
      SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
      PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.
	 
	3.	     	Intellectual Property Ownership,
      Copyright Protection. The Software and any copies that you make are the intellectual
      property of and are owned by Stratasys and its suppliers. The structure,
      organization and code of the Software are the valuable trade secrets and
      confidential information of Stratasys Incorporated and its suppliers. The
      Software is protected by law, including without limitation the copyright
      laws of the United States and other countries, and by international treaty
      provisions. Except as expressly stated herein, this License does not grant
      you any intellectual property rights in the Software and all rights not
      expressly granted are reserved by Stratasys and its
suppliers.
	 	 	  
	4.	
            	Restrictions. 
	 	
            	4.1	     	Notices. You shall not copy the
      Software, except as set forth in Section 2. Any copy of the Software that
      you make must contain the same copyright and other proprietary notices
      that appear on or in the Software.
	 	
            	4.2	
            	No Modifications. You shall not modify,
      adapt or translate the Software. You shall not reverse engineer,
      decompile, disassemble or otherwise attempt to discover the source code of
      the Software except to the extent you may be expressly permitted to
      decompile under applicable law.
	 	
            	4.3	
            	Transfer. The Software is for your
      internal business use only, and no sharing, brokering, rental, leasing,
      sublicensing, assignment, software service bureau or other use or transfer
      that permits any third party to use the Software is allowed. You may,
      however, transfer all your rights to Use the Software to another person or
      legal entity provided that: (a) you also transfer (i) this License, and
      (ii) the Software and all other software or hardware bundled or
      pre-installed with the Software, including all copies, Updates and prior
      versions, to such person or entity; (b) you retain no copies, including
      backups and copies stored on a computer; (c) you or the proposed
      transferee have provided Stratasys with the relevant information regarding
      the proposed transferee and paid the then-current transfer fee; and (d)
      the proposed transferee accepts in writing all terms and conditions of
      this License and any other terms and conditions upon which you legally
      purchased a license to the Software. Notwithstanding the foregoing, you
      may not transfer education, pre-release, or not for resale copies of the
      Software.
	 	 	 	 	 
      
	5.	
            	Termination. Stratasys may terminate this Agreement
      without prior notice if, in Stratasys’ opinion, any provisions are
      violated. Upon termination, Licensee will, within 5 working days, return
      all distribution media (DAT, CD ROM, quarter-inch cartridge),
      documentation, and materials related to Licensed Software. Futhermore,
      Licensee will, within 5 working days, remove all copies of Licensed
      Software from any computer and/or backup media. Upon termination for
      violation of provisions of this agreement, Licensee will be responsible
      for Stratasys costs related to recovering Licensed Software, including
      reasonable attorney’s fees.
	 
	6.	
            	Updates. If the Software is an Update to a
      previous version of the Software, you must possess a valid license to such
      previous version in order to Use such Update, as well as a then-current
      limited warranty or post-warranty Stratasys maintenance agreement, which
      is separate from the Software, and nontransferable to any third party. All
      Updates are provided to you on a license exchange basis. You agree that by
      Using an Update you voluntarily terminate your right to use any previous
      version of the Software. As an exception, you may continue to Use previous
      versions of the Software on your Computer after you Use the Update but
      only to assist you in the transition to the Update, provided that: (a) the
      Update and the previous versions are installed on the same computer; (b)
      the previous versions or copies thereof are not transferred to another
      party or Computer unless all copies of the Update are also transferred to
      such party or Computer; as provided in Section 4 above and (c) you
      acknowledge that any obligation Stratasys may have to support the previous
      versions of the Software may be ended upon availability of the
      Update.


    

     

    

    
    


    
      	7.	     	NO WARRANTIES. The Software is being delivered to you
      "AS IS" and Stratasys makes no warranty as to its use or performance.
      STRATASYS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR
      RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY,
      CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT
      OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR
      JURISDICTION, STRATASYS AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS,
      REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON
      LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT
      LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY,
      INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
      The provisions of Section 7 and Section 8 shall survive the termination of
      this License, howsoever caused, but this shall not imply or create any
      continued right to Use the Software after termination of this License.
      Users who reside or use the Software in Germany or Austria are subject to
      the special warranty provisions identified in Section 14
  below.
	 
	8.	
            	LIMITATION OF LIABILITY.
      IN NO EVENT WILL
      STRATASYS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR
      COSTS WHATSOEVER, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR
      ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A STRATASYS REPRESENTATIVE HAS
      BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR
      FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS
      APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
      STRATASYS’ AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN
      CONNECTION WITH THIS LICENSE SHALL BE LIMITED TO THE APPLICABLE SOFTWARE
      LICENSE FEE, IF ANY. Nothing contained in this License limits Stratasys’
      liability to you in the event of death or personal injury resulting from
      Stratasys’ gross negligence or for the tort of deceit (fraud). Stratasys
      is acting for itself and on behalf of its suppliers for the purpose of
      disclaiming, excluding and/or limiting obligations, warranties and
      liability as provided in this License, but in no other respects and for no
      other purpose. For further information, please see the jurisdiction
      specific information at the end of this License, if any, or contact
      Stratasys’ Customer Support Department. You acknowledge that the
      limitations and exclusions in this License are necessary and reasonable
      provisions, and that the Software would not be licensed by Stratasys and
      its suppliers, or would be licensed at significantly higher rates, in the
      absence of such limitations and exclusions.
	 
	9.	
            	Export Rules. You agree that the Software will not be
      shipped, transferred or exported into any country or used in any manner
      prohibited by the United States Export Administration Act or any other
      export laws, restrictions or regulations (collectively the "Export Laws").
      In addition, if the Software is identified as export controlled items
      under the Export Laws, you represent and warrant that you are not a
      citizen, or otherwise located within, an embargoed nation (including
      without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea,
      Rwanda, and Serbia) and that you are not otherwise prohibited under the
      Export Laws from receiving or Using the Software. All rights to Use the
      Software are granted on condition that such rights are forfeited if you
      fail to comply with the terms of this License.
	 
	10.	
            	Governing Law. This License will be governed by and
      construed in accordance with the substantive internal laws in force in the
      State of Minnesota, without regard to applicable conflicts of law
      principles. You irrevocably consent and agree that the respective federal
      or state courts located within Hennepin County, Minnesota, United States
      of America shall have exclusive jurisdiction and venue over all disputes
      relating to this License, and that this License will not be governed by
      the conflict of law rules of any jurisdiction; and is not governed by the
      United Nations Convention on Contracts for the International Sale of
      Goods, the application of all of which are expressly
excluded.
	 
	11.	
            	General Provisions. If any part of this License is found
      void and unenforceable by a court of competent jurisdiction, it will not
      affect the validity of the balance of this License, which shall remain
      valid and enforceable according to its terms. This License shall not
      prejudice the statutory rights of any party dealing as a consumer. This
      License may only be modified by a writing signed by an authorized officer
      of Stratasys. Updates may be licensed to you by Stratasys with additional
      or different terms. This License is the entire agreement between Stratasys
      and you relating to the Software, and it supersedes any prior
      representations, discussions, undertakings, correspondence, documents or
      other communications or advertising relating to the
  Software.


    

     

    

    
    


    
      	12.	     	Notice to U.S. Government End Users.
      The Software and
      Documentation are "Commercial Items," as that term is defined at 48 C.F.R.
      §2.101, consisting of "Commercial Computer Software" and "Commercial
      Computer Software Documentation," as such terms are used in 48 C.F.R.
      §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R.
      §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the
      Commercial Computer Software and Commercial Computer Software
      Documentation are being licensed to U.S. Government end users (a) only as
      Commercial Items and (b) with only those rights as are granted to all
      other end users pursuant to the terms and conditions herein.
      Unpublished-rights reserved under the copyright laws of the United States.
      Stratasys Incorporated, 7665 Commerce Way, Eden Prairie, MN 55344-2080,
      USA. For U.S. Government End Users, Stratasys agrees to comply with all
      applicable equal opportunity laws including, if appropriate, the
      provisions of Executive Order 11246, as amended, Section 402 of the
      Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212),
      and Section 503 of the Rehabilitation Act of 1973, as amended, and the
      regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The
      affirmative action clause and regulations contained in the preceding
      sentence shall be incorporated by reference in this License.
	 
	13.	
            	Compliance with Licenses.
      If you are a
      business or organization, you agree that upon request from Stratasys or
      Stratasys’ authorized representative, you will within thirty (30) days
      fully document and certify that use of any and all Software at the time of
      the request is in conformity with your valid licenses from
      Stratasys.
	 
	14.	
            	Automated Services. The Software allows for periodic
      automated connections between your computer(s) and HP’s server, to enable
      you to receive and download updates; to maintain, improve and enhance your
      Use of the Software; and to evaluate additional information, features,
      functionality and potential future offerings related to the Software and
      your system, as well as to monitor and verify authorized Software Use.
      When these connections are opened, HP may also collect and aggregate
      certain data regarding your computer(s), specific configurations, web
      usage and system operations performed since the last connection, but will
      not gather or retain any specific personally identifiable information on
      individual operations, other than your IP Address, which is considered to
      be “personally identifiable information” in certain jurisdictions.
      Stratasys has no access to or control over any collection or use of this
      data.
	 
	 	
            	For more information regarding this
      automated feature, or to disconnect and reconfigure the Software to
      prevent automated connections, please contact HP Customer
    Service.
	 
	15.	
            	Specific Software
      Exceptions. 
	 	
            	 


      	          	15.1	     	Limited Warranty for Users Residing in
      Germany or Austria. If you obtained the Software in Germany or Austria,
      and you usually reside in such country, then Section 8 does not apply,
      instead, Stratasys warrants that the Software provides the functionalities
      set forth in the Documentation (the "agreed upon functionalities") for the
      limited warranty period following receipt of the Software when used on the
      recommended hardware configuration. As used in this Section, "limited
      warranty period" means two (2) years if you are a consumer using the
      Software for noncommercial personal use, and one (1) year for all other
      users. Non-substantial variation from the agreed upon functionalities
      shall not be considered and does not establish any warranty rights. THIS
      LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF
      CHARGE, FOR EXAMPLE, UPDATES, PRE- RELEASE, TRYOUT, PRODUCT SAMPLER, NOT
      FOR RESALE (NFR) COPIES OF SOFTWARE, OR TO ANY SOFTWARE THAT HAS BEEN
      ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a
      warranty claim, during the limited warranty period you must return, at our
      expense, the Software and proof of purchase to the location where you
      obtained it. If the functionalities of the Software vary substantially
      from the agreed upon functionalities, Stratasys is entitled -- by way of
      re-performance and at its own discretion -- to repair or replace the
      Software. If this fails, you are entitled to a reduction of the purchase
      price (reduction) or to cancel the purchase agreement applicable to the
      acquisition of this License (rescission). For further warranty
      information, please contact Stratasys’ Customer
      Support Department.


    

     

    

    
    


    
      	        	15.2	     	Limitation of Liability for Users
      Residing in Germany and Austria.
	
            	 	
            	14.2.1	     	If you obtained the Software in Germany
      or Austria, and you usually reside in such country, then Section 8 does
      not apply, Instead, subject to the provisions in Section 14.2.2,
      Stratasys’ statutory liability for damages shall be limited as follows:
      (i) Stratasys shall be liable only up to the amount of damages as
      typically foreseeable at the time of entering into the purchase agreement
      in respect of damages caused by a slightly negligent breach of a material
      contractual obligation and (ii) Stratasys shall not be liable for damages
      caused by a slightly negligent breach of a non-material contractual
      obligation.
	
            	 	
            	15.2.2	
            	The aforesaid limitation of liability
      shall not apply to any mandatory statutory liability, in particular, to
      liability under the German Product Liability Act, liability for assuming a
      specific guarantee or liability for culpably caused personal
      injuries.
	
            	 	
            	15.2.3	
            	You are required to take all reasonable
      measures to avoid and reduce damages, in particular to make back-up copies
      of the Software and your computer data subject to the provisions of this
      License.
	
            	 	
            	15.3.4	
            	You acknowledge that the limitations and
      exclusions in this License are necessary and reasonable provisions, and
      that the Software would not be licensed by Stratasys and its suppliers, or
      would be licensed at significantly higher rates, in the absence of such
      limitations and exclusions.
	
            	
            	
            	
            	
            	 
	
            	
              If you have any questions regarding this License or if you wish to
      request any information from Stratasys please use the address and contact
      information included with this product to contact the applicable Stratasys
      office serving your jurisdiction, which is available from Stratasys, or
      online at www.stratasys.com.

            


    

     

    Stratasys, Inc. 
7665 Commerce Way 
Eden Prairie, Minnesota, 55344-2080 USA
+
1.800.937.3010 (US toll free)
E-mail: info@stratasys.com 
Web site:
www.stratasys.com 

     

    

    
    


    
      ATTACHMENT
9

       

      Contacts

       

      ***.

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
10

       

      ***
Guidelines

       

      ***.

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

     

    

    
    


    
      ATTACHMENT
11

       

      Propose Exclusivity and
Timing for the SRS and Build Base

       

      ***.

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission. 

      

    

    
    


    
      ATTACHMENT
12

       

      HP
Trademarks*

       

      ***

      


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      * The parties
inadvertently failed to attach Attachment 12 to the executed agreement.
Accordingly, Attachment 12 does not exist. 

       

    

    *** Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Securities and Exchange Commission.