agreement
this agreement ("agreement") is entered into on 11-30, 1994, ("effective date")
by intel corporation ("intel"), having a place of business at 5200 ne elam young
parkway, hillsboro, or 97124-6497 and crandell group, inc. ("cgi"), having a
place of business at 125 east victoria, santa barbara, ca 93101. intel and cgi
are individually referred to herein as a "party" and collectively as the
"parties."
recitals:
--------
cgi has developed or will develop certain software programs, related materials
and documentation hereinafter celled the "products" and more explicitly defined
below.
intel desires to obtain from cgi a non exclusive license to use, market,
advertise, make or have made derivatives, copy and sublicense such products.
cgi desires to give intel such a license and to support intel in its
application.
agreement:
---------
now, therefore, in consideration of the foregoing recitals and the covenants and
conditions set forth in this agreement the parties agree as follows:
1.0 definitions
-----------
1.1 "product(s)" means the software program(s), related materials and
documentation specified in exhibit a. products also includes any
improvements made to the product and accepted by intel hereunder.
1.2 "error" means the error levels set forth in section 6.0.
1.3 "improvement(s)" means modifications, enhancements, upgrades and updates to
the product supplied by cgi, which are related [*]described in exhibit
a-1 but only those modifications, enhancements, upgrades and updates
which are supplied by cgi and accepted by intel. cgi should provide
intel with the improvements at least thirty (30) days prior to cgi
incorporating the improvement in its products. improvements do not
include derivatives of the products or improvements created by intel or
its sublicensees.
1.4 "nre" means non-recurring engineering.
1.5 "pcs" means personal conferencing specification.
1
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
1.6 "real time conferencing" means [*]
[*]
2.0 term
----
the initial term of this agreement will begin on the effective date and
continue until june 1, 1997. this agreement shall be automatically
extended at the end of the initial term for additional one (1) year
terms, unless terminated by either party by giving written notice of
termination to the other party within ninety (90) days prior to the end
of any term.
3.0 license grant
-------------
3.1 cgi grants to intel and its subsidiaries a non-exclusive, perpetual
royalty-free, worldwide license to the product in source and object
code form, with the rights to incorporate, use, copy, reproduce,
modify, advertise, market, make or have made derivative works,
manufacture or have the product manufactured, and distribute in
conjunction with an intel conferencing/multimedia product .
3.2 cgi grants to intel and its subsidiaries a non exclusive, perpetual,
royalty-free, worldwide license to sublicense the products in source
and object code form, only in combination with real time conferencing
software developer kits directly or through its subsidiaries,
distributors and representatives. this license includes the right to
copy and distribute the product documentation.
3.3 products distributed by intel hereunder will be sublicensed to intel
sublicensees in accordance with intel's then current standard licensing
programs. intel's sublicensees may incorporate and use the source and
object code version of the product only in conjunction with a pcs-
compliant real time conferencing sublicensee product. sublicensees may
not further sublicense the source code form of the product. sublicensees
may not further sublicense the object code of the product except as
described above.
3.4 cgi also grants intel and its sublicensees a non-exclusive right to use
cgi's trademarks in association with the product, provided that all
such trademarks shall be clearly identified. intel may also use its
name and trademarks in association with cgi's.
3.5 all copies of the product made by intel and it sublicensees shall contain
cgi's or its vendors copyright notices.
2
3.6 cgi's copyright notices and trademarks are listed in exhibit c.
3.7 intel may distribute improvements to its sublicensees, subsidiaries,
distributors, and representatives by any method (including electronic
bulletin board) provided such method contains a procedure insuring such
distribution of improvements are made only to intel's sublicensees,
subsidiaries, distributors, and representatives properly licensed or
authorized in accordance with this agreement.
3.8 intel acknowledges that cgi considers product source code to be a trade
secret. intel shall not disclose or otherwise make product source code
available in whole or in part, in any form, except with the same degree
of care and sublicensing restrictions which intel provides for its own
confidential end trade secret information.
4.0 product
-------
cgi will develop and provide intel with the product deliverables,
documentation, and materials as specified in exhibit a.
5.0 acceptance procedure
--------------------
5.1 intel shall have sixty (60) days after receipt of each product in which to
accept or reject it. rejection will be based on the product's failure
to meet the specifications identified in exhibit a.
5.2 during the acceptance period, intel will give cgi written notice of any
error in the product. cgi will correct such errors within thirty (30)
days following receipt of notice. after cgi delivers a corrected product
intel will have an additional sixty (60) days to accept or reject the
corrected product. intel will notify cgi in writing of product
acceptance.
5.3 if cgi fails to deliver an acceptable product within one hundred twenty
(120) days after the delivery date specified in exhibit a, intel may
terminate this agreement in accordance with paragraph 14.0,
termination, and cgi will refund any fees paid hereunder.
6.0 maintenance, support and training
----------------------------------
6.1 cgi shall exercise its best efforts to maintain the product at no cost to
intel for the term of this agreement for all levels of errors described
below, in accordance with the following procedure:
a. level "1" error
critical; line down error; basic service provided by the product is
--------
interrupted, the product is not usable for a major specified function.
cgi response: within two (2) business days from intel's written
notification to cgi and provided intel has provided cgi with the
necessary hardware, software and documentation
3
necessary for cgi to reproduce the problem, cgi shall provide to intel a
proposed plan to correct such error. if a workaround cannot be found, an
update will be prepared on an emergency basis.
b. level "2" error:
important; basic service provided by the product is degraded; some
---------
functions may not be available or may be inadequate; convenient work
around does not exist.
cgi response: within ten (10) business days from intel's written
notification to cgi and provided intel has provided cgi with the
necessary hardware, software and documentation necessary for cgi to
reproduce the problem, cgi shall provide to intel a proposed plan to
correct such error. cgi shall provide a weekly status on its progress in
resolving the problem. if a workaround cannot be found within a
reasonable time, an update will be prepared on an emergency basis.
c. level "3" error:
minor or annoying; functional problems cause inconvenience to users of
-----------------
the product; workaround exists; the product recovers on its own, but the
problem continues.
cgi response: within thirty (30) calendar days from intel's written
notification to cgi and provided intel has provided cgi with the
necessary hardware, software and documentation necessary for cgi to
reproduce the problem, cgi shall provide to intel a proposed plan to
correct such error. cgi shall provide a monthly status on its progress
in resolving the problem.
d. level "4" error:
suggestion or comment; no immediate response is necessary. suggestions
---------------------
and comments can be incorporated in the next update if intel and cgi
deem it appropriate. if intel is unable to solve a sublicensee's
problem, cgi will assist intel by telephone according to the above
priorities, with respect to the use and operation of the product. such
assistance will be available to intel at no cost continuously during
cgi's regular business hours.
6.2 cgi agrees to provide intel with support for the product for a minimum of
two (2) years ("initial support period',) beginning june l, 1995. this
initial support period may be renewed for additional one-year periods
upon agreement between the parties. in the event of a material breach
of the agreement by cgi, intel may terminate the any support period and
receive a refund prorated as of the effective date of the termination.
6.3 if cgi fails to honor its obligations under this paragraph 6.0, intel may
withhold any payment due cgi under this agreement until cgi provides
the required assistance.
4
6.4 cgi will provide at least two (2) days of training to intel's technical
staff for the product provided hereunder at intel's premises. training
will cover the design, use and maintenance of the product. training
will be conducted at times mutually agreeable to intel and cgi and
intel will reimburse cgi for reasonable travel and living expenses.
7.0 fees
----
in consideration of the license granted and the support to be provided
hereunder, intel shall compensate cgi in accordance with the fees set
forth in exhibit b.
8.0 taxes
-----
all taxes based upon intel's use, sale, or possession of the product,
other than income or franchise taxes due from cgi will be borne and paid
by intel.
9.0 warranty
--------
9.1 cgi represents and warrants that it has good and merchantable title to
the products and has the sufficient right, title and interest in the
products to enter into and perform this agreement and that it has not
done nor will it do any act or entered into any agreement which limits
or restricts performance of this agreement.
9.2 cgi represents and warrants that the product is cgi's original work and
cgi agrees to execute the certificate of originality set forth in
exhibit d at the same time this agreement is executed by cgi.
9.3 during the term of this agreement, including any extensions hereof, cgi
represents and warrants that the product will meet the specifications
set forth in exhibit a. cgi will use its best efforts to correct any
defects or errors which materially affect the operation of the product
in accordance with the obligations set forth in paragraph 6, maintenance
and support.
9.4 any and all other express or implied warranties including warranties of
merchantability and fitness for a particular purpose are expressly
excluded.
10.0 patent and copyright indemnification
------------------------------------
cgi will defend any suit or proceeding brought against intel, its
subsidiaries and its sublicensees based on a claim that the product in
whole or in part infringe any patent, copyright, trade secrets, or
other intellectual property right, if notified of such claim in writing
and given authority, information and assistance (at cgi's expense) for
the defense of same. cgi will pay all damages and costs awarded therein
against intel, its subsidiaries and its sublicensees and all expenses
incurred by them, including attorney fees. if the product or any
portions thereof are held in such suit to constitute infringement and
intel's use of the same is enjoined, cgi will at its own expense,
procure for intel, including its subsidiaries and its sublicensees the
right to continue using them, replace them with non-infringing products,
or modify them to become non-infringing.
5
11.0 limitation of liability
-----------------------
neither party will be liable for any incidental, special or
consequential damages, including but not limited to loss of profits or
loss of use, arising out of any breach or failure under this agreement.
12.0 non-disclosure and confidentiality
----------------------------------
12.1 the terms, conditions and obligations under which either party may
from time to time disclose or receive confidential information are set
out in the corporate non-disclosure agreement ("cnda") number 46163
executed between the parties. the parties may disclose confidential
information to each other pursuant to a duly executed confidential
information transmittal record form referencing such cnda.
12.2 neither party may use the other parties name in advertisements nor
otherwise disclose the existence or content of this agreement without
the other parties prior written consent.
13.0 evaluation and marketing
------------------------
this agreement does not preclude intel from evaluating or marketing
similar products nor will it be construed as an obligation on intel part
to market or distribute the product.
14.0 termination
-----------
14.1 either party may terminate this agreement if the other: (a) breaches any
material provision of this agreement and fails to cure the same within
thirty (30) days after receipt of written notice from the other party;
(b) files or has filed against it a petition in bankruptcy; (c) has a
receiver appointed to handle its assets or affairs; (d) makes or
attempts to make an assignment for benefit of creditors; or (e)
undergoes a change in control through acquisition, except as provided
under paragraph 16.0, assignment.
14.2 in the event of termination by intel under paragraph 14.1, intel's
license to use the products per paragraph 3.0, license grant, shall
continue in full force and effect. in the event of termination by cgi
under paragraph 14.1, intel's license to use the products per paragraph
3.0, license grant, shall immediately cease, except as provided under
paragraph 14.5.
14.3 in the event the use of the product developed hereunder is enjoined in
accordance with paragraph 10.0, patent and copyright indemnification,
intel may immediately cease all fee payments and may terminate this
agreement without liability. however, in all situations cgi's
obligations contained in paragraphs 10.0, patent and copyright
indemnification, and 12.0, non-disclosure, shall survive termination
14.4 the rights and remedies provided in this paragraph 14.0 are in addition
to any other rights and remedies provided at law or in equity.
6
14.5 termination of this agreement by either party for any reason will not
affect the right of any end user to use the product under sublicense
granted in accordance with this agreement.
15.0 force majeure
-------------
neither party will be liable for any failure to perform due to
unforeseen circumstances or causes beyond the parties reasonable
control, including, but not limited to, acts of god, war, riot,
embargoes, acts of civil or military authorities, fire, flood, accident,
strikes, inability to secure transportation, facilities, fuel, energy,
or materials. time for performance will be extended by the length of the
force majeure.
16.0 assignment
----------
intel may assign all or any part of its rights or obligations to intel
subsidiaries without cgi's consent. otherwise, neither party may assign
any rights hereunder without the prior written consent of the other,
which consent shall not be reasonably withheld. any attempt to assign
any rights, duties or obligations hereunder will be void.
17.0 relationship of parties
-----------------------
both parties hereto are independent contractors. neither party will have
the authority to act for and or bind the other in any way, or to
represent that either is responsible for the acts of the other. nothing
herein will be construed as forming a partnership or agency between the
parties.
18.0 ownership
---------
title to the product developed by cgi shall remain with cgi or its
vendors. title to intel-developed or intel sublicensee-developed
derivatives shall be owned by intel or its sublicensees.
19.0 notices and requests
--------------------
all notices and requests required under this agreement will be in
writing, will reference this agreement and will be deemed given upon
delivery if personally delivered or upon receipt if sent by registered
or certified mail, postage prepaid, return receipt requested, to the
addresses listed below, which addresses may be modified upon subsequent
written notice.
notices to intel will be sent to:
intel corporation
5200 ne elam young pkwy.
hillsborough, or 97124-6497
attn: contract management
m/s: hf3-24
7
notices to cgi will be sent to:
michael crandell
--------------------------------------------
crandell group, inc.
-------------------------------------------
125 east victoria st.
-------------------------------------------
santa barbara ca 93101
----------------------
20.0 governing law
-------------
the terms herein will be governed by the laws of the state of oregon.
21.0 personal conferencing work group (pcwg(tm))
-------------------------------------------
intel, a core member of the pcwg (an unincorporated association of
members of the personal computer and telecommunications industries), may
submit elements of the interface protocols of the product as defined in
exhibit a-1 to the pcwg for possible inclusion in the personal
conferencing specification (pcs).
in the event any or all of the product's interface protocol is accepted
by the pcwg, cgi agrees not to assert claims of patent, copyright, or
trade secret infringement against members of the pcwg or against pcs
licensees for use of the subject interface protocols. any such covenants
not to assert claims of infringement shall not extend to associated
products not required to meet to pcs.
22.0 isdn services
-------------
cgi will use commercially reasonable efforts to obtain isdn service at
its offices by q2 '95.
23.0 entire agreement
----------------
this agreement, which includes, without limitation, the recitals, and
its exhibits constitutes the entire agreement between the parties with
respect to the subject matter hereof, supersedes all prior and
contemporaneous agreements and negotiations, oral or written, express or
implied, and may only be modified in a writing signed by authorized
representatives of both parties. no waiver of any breach hereof shall be
held to be a waiver of any other or subsequent breach.
24.0 attorney's fees
---------------
cgi shall be reimbursed for reasonable attorney's fees incurred in the
event of non-payment by intel for any undisputed amounts pursuant to
this agreement.
8
25.0 exhibits
--------
the following exhibits are included as part of this agreement:
(a) exhibit a - product deliverables, documentation and delivery dates
(b) exhibit a-1- product specifications
(c) exhibit b - fees
(d) exhibit c - cgi's copyrights and trademarks
(e) exhibit d - certificate of originality
agreed and accepted:
intel corporation crandell group inc.
by: /s/ patrick p. gelsinger by: /s/ michael crandell
-------------------------- -------------------------
patrick p. gelsinger michael crandell
-------------------------- -------------------------
printed name printed name
vp/gm president
-------------------------- -------------------------
title title
12/9/94 12/2/94
-------------------------- -------------------------
date date
9
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
exhibit a
product deliverables, documentation and delivery dates
product deliverables:
--------------------
[*]
documentation:
--------------
delivery dates:
----------------------------
[*] [*]
10
exhibit a-l
------------
product specifications
attached in following pages 11-a through 11-k.
11
crandell group, inc.
================================================================================
crandell group, inc
125 east victoria st
santa barbara, ca 93101
(805) 962-1 199
proshare and richimage
integration strategy
preliminary specification
revision 1.2
michael crandell
president
bruce wallace
project lead
cgi inc.
october 13, 1994
richimage(tm)
-----
11-a
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
proshare and richimage integration strategy
introduction
[*]
richimage print capture
[*]
print capture driver identification
-----------------------------------
[*]
11-b
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
proshare and richimage integration strategy
print job beginning/ending control
----------------------------------
[*]
print data transfer
-------------------
[*]
11-c
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
proshare and richimage integration strategy
[*]
11-d
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
proshare and richimage integration strategy
[*]
print error handling
--------------------
[*]
11-e
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
proshare and richimage integration strategy
[*]
richimage display library
-----
[*]
11-f
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
proshare and richimage integration strategy
[*] pages 11-g through 11-k are redacted.
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
exhibit b
---------
fees
product nre:
------------
intel will pay cgi nre fees in the amount of [*] for
integrating the product with intel's proshare product.
intel has already made payment to cgi
in the amount of [*] under purchase requisition number
417484 dated 9-20-94. the remaining [*] will be paid to
cgi within thirty (30) days from intel's acceptance of [*] as set forth in
exhibit a.
cgi may, to accelerate payment of the nre, submit the [*] for intel acceptance
before the dates specified in exhibit a.
product source code fee:
------------------------
intel will pay cgi a source code fee in the amount of [*]
within thirty (30) days from intel's signature of this agreement.
support fees:
-------------
intel will pay cgi [*] per year, payable
quarterly. these support fees will be paid in advance quarterly, beginning june
l, 1995.
exhibit c
---------
cgi's copyrights and trademarks
cgi's copyright notices and trademarks are listed below:
copyright notice:
-----------------
(c)crandell group, inc. 1993-94. all rights reserved.
trademark:
----------
richimage(tm)
-----
exhibit d
---------
certificate of originality
this questionnaire must be completed by the company official furnishing a
software material (program product or offering and related documentation, or
other software material) for intel.
one questionnaire can cover one complete product, even if that product includes
multiple modules. however, a separate questionnaire must be completed for the
code and another for its related documentation (if any).
please leave no questions blank. write "not applicable" or "n/a" if a question
is not relevant to the furnished software material.
******************************
1. name of the software material (provide complete identification, including
version, release and modification numbers for programs and documentation).
richimage(tm) portable document software v1.04 specified in exhibit a-1.
------------------------------------------------------------------------
------------------------------------------------------------------------
2. was the software material or any portion thereof written by any party
other than you, or your employees working within their job assignment?
yes no [x]
--- ---
if yes, provide the following information:
(a) indicate if the whole software material or only a portion thereof
was written by such party, and identify such portion: n/a
-----------
------------------------------------------------------------------------
(b) specify for each involved party:
(i) name:
n/a
------------------------------------------------------------------
(ii) company:
n/a
------------------------------------------------------------------
(iii) address:
n/a
------------------------------------------------------------------
------------------------------------------------------------------
(iv) if the party is a company, how did it acquire title to the
software material (e.g., software material was written by
company's employees as part of their job assignment)?
n/a
------------------------------------------------------------------
------------------------------------------------------------------
[*] = certain information on this page has been omitted and filed
separately with the commission. confidential treatment
has been requested with respect to the omitted portions.
(v) if the party is an individual, did s/he create the
software material while employed by or under contractual
relationship with another party?
yes no n/a
--------- ---------
if yes, provide name and address of the other party and
explain the nature of the obligations:
------------------
--------------------------------------------------------
--------------------------------------------------------
(c) how did you acquire title to the software material written by the
other party?
n/a
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
3. was the software material or any portion thereof derived from any third
party's pre-existing material(s)?
yes [x] no
--- ---
if yes, provide the following information for each of the pre-existing
materials:
(a) name of the materials: [*]
--------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
(b) owner: [*]
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
(c) how did you get the right to use the pre-existing material(s)?
this is a widely available commercial library product which we
-------------------------------------------------------------------
licensed under [*] standard license. we are providing object/code
-------------------------------------------------------------------
only to intel for this portion of the product.
-------------------------------------------------------------------
4. identify below, or in an attachment, any other circumstances which might
affect intel's ability to reproduce and market this software product,
including:
(a) confidentiality or trade secrecy of pre-existing materials: n/a
-------
-------------------------------------------------------------------
-------------------------------------------------------------------
(b) known or possible royalty obligations to other: n/a
------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
(c) pre-existing materials developed for another party or customer
(including government) where you may not have retained full rights
to the material: n/a
--------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
: page>
(d) Materials acquired from a person or company possibly not having title
to them: N/A
------------------------------------------------------------
-------------------------------------------------------------------
(e) Other circumstances:
----------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
CRANDELL GROUP, INC.
----------------------------------
CGI
by /s/ Michael Crandell
----------------------------------
Signature
MICHAEL CRANDELL
----------------------------------
Printed Name
PRESIDENT
----------------------------------
Title
12/2/94
----------------------------------
Date
12
FIRST
AMENDMENT TO
AGREEMENT NO. 1 094SAW001
BETWEEN INTEL CORPORATION AND CRANDELL GROUP, INC.
EFFECTIVE NOVEMBER 30, 1994
This First Amendment ("First Amendment") to the Source Code License Agreement
between Intel Corporation ("Intel") and Crandell Group, Inc. ("CGI") dated
effective November 30, 1994
("Agreement") is hereby effective this 11th day of May , 1995
------- ----------
("Effective Date"), and modifies, amends and changes the Agreement as set forth
below.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties agree as follows:
1. Unless expressly set forth herein, all other terms and conditions in the
Agreement remain in full force and effect.
2. Unless expressly set forth herein, capitalized terms herein shall have
meanings given them in the Agreement.
3. Additions and changes to the Agreement are as follows:
3.1 The attached Exhibit A-2 is added to and made a part of this
Agreement.
4. The Agreement and this First Amendment are to be read together as one
document. If any terms in the Agreement conflict with any terms in this First
Amendment, the terms in this First Amendment shall govern regarding the subject
matter herein.
5. This First Amendment, which incorporates the Agreement constitutes the
entire Agreement between the Parties relating to the subject matter herein and
supersedes all prior and contemporaneous agreements, discussions, negotiations,
and understandings.
IN WITNESS WHEREOF, the Parties, by and through their respective
representatives, hereby execute this Agreement.
INTEL CORPORATION CRANDELL GROUP, INC.
By: /s/ Tony Baker /s/Patrick Gelsinger By: /s/ Michael Crandell
------------------------------------ -----------------------
Printed Name: Tony Baker Patrick Gelsinger Printed Name: MICHAEL CRANDELL
------------------------------- ----------------
Title: Director, CAE Vice President and Title: PRESIDENT
-------------------------------- -----------------------
and General Manager, Personal
Conferencing Division
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
EXHIBIT A-2
-----------
Phase Two Product Specifications, Product Deliverables, Documentation, Delivery
Dates and Fees
Attached in the following pages 1-4.
Intel Deliverables:
------------------
[*]
The above source code may be used internally only to complete this Phase Two of
this Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CRANDELL GROUP
I N C O R P O R A T E D
FAX TRANSMISSION
----------------
FEBRUARY 10, 1995
TO: Bob Rossi, Intel
FR: Michael Crandell, CGI
RE: Project Quotes
Dear Bob:
Although I haven't heard from Imad yet, I expect that you need to move forward
in evaluating the quotes you asked me to give. So, in what follows, I have
made what I hope are reasonable assumptions about the scope of work based on the
overview that Imad gave me when we visited in January.
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CRANDELL GROUP
I N C O R P O R A T E D
Estimated completion time: [*]
Fee for services: [*]
[*]
Estimated completion time: [*] (Some flexibility here depending on your
priority.)
Fee for services: [*]
Additional Work
---------------
We have also had some in-depth discussions here about the [*]
we discussed in our meeting with you. We are excited by this idea
technically, and are eager to implement this kind of functionality for ProShare.
I'd like to talk with you about some ideas we have of how that might be
organized and started.
Please give me a call to discuss things when you have time.
Best regards,
/s/Michael
Michael Crandell
President
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CRANDELL GROUP
I N C O R P O R A T E D
FAX TRANSMISSION
----------------
FEBRUARY 22, 1995
TO: Bob Rossi, Intel
FR: Michael Crandell, CGI
RE: New Font Seg work
Dear Bob:
Here is the approach we would take to the [*] As
you will see, much of the work has been done already to reach the point of
explaining how the problem lies and what can be done to solve it.
[*]
[*]
We have identified two possible approaches to solving this problem, both of
which
would need to be tested and confirmed.
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
CRANDELL GROUP
I N C O R P O R A T E D
[*]
[*]
We might have some questions to ask of [*] during this process, and we'd like
to submit them through a contract on your side using your support agreement with
them.
I hope this is specific enough to let you evaluate our doing the rest of the
work.
Best regards,
/s/Michael
Michael Crandell
President
SECOND
AMENDMENT
AGREEMENT NO. 1 094SAW001
BETWEEN INTEL CORPORATION AND JETFAX, INC. (CRANDELL GROUP, INC.)
EFFECTIVE NOVEMBER 30, 1994
This Second Amendment ("Second Amendment") to Agreement No. 094SAW001 between
Intel Corporation ("'lntel") and JetFax, Inc. ("JetFax") (previously known as
Crandell Group, Inc. or CGI) dated effective November 30, 1994 ("Agreement")
is hereby effective this 23rd day of December, 1996 ("Effective Date"), and
modifies, amends and changes the Agreement as set forth below.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties agree as follows:
1. Unless expressly set forth herein, all other terms and conditions in the
Agreement which incorporates the First Amendment thereto dated effective May 12,
1995 (collectively referred to as Agreement, as defined above), remain in full
force and effect.
2. Unless expressly set forth herein, capitalized terms herein shall have
meanings given them in the Agreement.
3. Additions and changes to the Agreement are as follows:
3.1 The attached Exhibit A-3 is added to and made a part of this Agreement.
4. The Agreement and this Second Amendment are to be read together as one
document. If any terms in the Agreement conflict with any terms in this Second
Amendment, the terms in this Second Amendment shall govern regarding the subject
matter herein.
5. This Second Amendment, which incorporates the Agreement constitutes the
entire Agreement between the Parties relating to the subject matter herein and
supersedes all prior and contemporaneous agreements, discussions, negotiations
and understandings.
IN WITNESS WHEREOF, the Parties, by and through their respective
representatives, hereby execute this Agreement.
INTEL CORPORATION JETFAX, INC.
By:/s/ Scott C. Darling By: /s/ Michael Crandell
----------------------------- ----------------------------
Printed Name: SCOTT C DARLING Printed Name: MICHAEL CRANDELL
------------------- -------------------
Title: AM-BCO Title: VP SOFTWARE
-------------------------- --------------------------
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
EXHIBIT A-3
-----------
Product Specifications, Product Deliverables, Documentation, Delivery Dates and
Fees
Product Deliverables:
--------------------
[*]
Documentation:
-------------
RichImage Interface Specification, Final Version
Milestones:
----------
1. [*] - Delivery Date: [*]
-RichImage demo on [*] (stand-alone w/o Notebook).
- On-site visit to demo end deliver binaries.
Acceptance Criteria: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
2. Notebook Integration [*] - Delivery Date: [*]
- Complete RichImage integration with Notebook. - Documentation update.
- On-site visit to integrate Notebook sources.
Acceptance Criteria:
[*]
3. QA/Beta Cycle
- 2 possible on-site visits for defect resolution.
4. [*] RichImage - Delivery Date: [*]
-RichImage demo on [*] (stand-alone w/o Notebook).
- On-site visit to demo and deliver binaries.
Acceptance Criteria: [*]
5. Notebook Integration [*] - Delivery Date: [*]
- Completed RichImage integration with Notebook. - Documentation update.
- On-site visit to integrate Notebook sources.
Acceptance Criteria:
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
[*]
6. QA/Beta Cycle
-2 possible on-site visits for defect resolution.
Intel Deliverables:
------------------
ProShare(R) Notebook [*] binaries - Delivery Date: [*]
Payments:
--------
Intel shall pay the following fees in exchange for the work performed hereunder:
1. Non-Recurring Engineering Payments:
Subject to Intel's acceptance of JetFax's work according to the
milestones set forth in this Exhibit A-3, Intel shall pay JetFax non-
recurring engineering fees as follows:
Milestone Description Payment Amount
Milestone No. 2 - [*] RichImage [*]
Milestone No. 5 - [*] RichImage [*]
---------------------------------------------------
Travel expenses incurred by JetFax during the course of this work will be paid
by JetFax.
Maintenance, Support and Training:
---------------------------------
Maintenance and support during the QA/Beta cycle will be provided to Intel
pursuant to the terms of the Agreement.
[JetFax logo]
ASSIGNMENT AND ASSUMPTION
Pursuant to the terms of an Asset Purchase Agreement effective upon the closing
date, (the "Asset Purchase Agreement") Crandell Group, Inc. ("CGI") is assigning
all of its rights and delegating all of its obligations under and to the
following agreement (the "Agreement") to JetFax, Inc. ("JetFax"): The Agreement
No. 1094SAW001 Between Intel Corporation (the "Company") and Crandell Group,
Inc. dated November 30, 1994.
The Company hereby consents to CGI's assignment and delegation of the Agreement
to JetFax.
JetFax hereby agrees, subject to and effective upon the closing under the Asset
Purchase Agreement, to assume all rights and obligations of CGI under the
Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption
to be executed by their duly authorized representatives as of ___________,
1996.
JETFAX CGI
JetFax, Inc. Crandell Group, Inc.
By:/s/ Allen K. Jones By:/s/ Michael Crandell 7/30/96
--------------------------------- ------------------------------
Allen K. Jones Michael Crandell
Chief Financial Officer 7/30/96 President
INTEL
Intel Corporation
By:/s/ Patrick P. Gelsinger 7/31/96
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TYPE: EX-21.1
SEQUENCE: 12
DESCRIPTION: SUBSIDIARIES OF REGISTRANT
EXHIBIT 21.1
Subsidiaries of Registrant
JetFax GmbH incorporated under the laws of Germany