{"id":42302,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/facsimile-product-development-agreement-jetfax-inc-and-xerox.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"facsimile-product-development-agreement-jetfax-inc-and-xerox","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/facsimile-product-development-agreement-jetfax-inc-and-xerox.html","title":{"rendered":"Facsimile Product Development Agreement &#8211; JetFax Inc. and Xerox Corp."},"content":{"rendered":"<pre> \n                     CONFIDENTIAL TREATMENT REQUESTED \n\nFACSIMILE PRODUCT DEVELOPMENT AGREEMENT\nBY AND BETWEEN\nJETFAX, INC.  AND XEROX CORPORATION\n\n\nThis Facsimile Product Development Agreement (the \"Agreement\") is entered into\nand is effective as of June 9, 1994 (the \"Effective Date\"), by and between\nJetFax, Inc., a Delaware Corporation having its principal place of business at\n1376 Willow Road, Menlo Park, California 94025 (\"JetFax\"), and Xerox\nCorporation, a New York corporation having its principal place of business at\n800 Long Ridge Road, Stamford, Connecticut 06904-1600 ('Xerox\").\n\nWHEREAS, JetFax desires, upon the terms and conditions set forth in this\nAgreement, to perform certain Services and provide certain Hardware Designs,\nMechanical Designs, Bill of Materials and Source List and Software (as\nhereinafter defined) for purposes of enabling the integration of that certain\nXerox printer product known by the name \"Personal Printer 4004\" (as hereinafter\ndefined, the \"Printer Mechanism\") into the Product (as, hereinafter defined);\nand\n\nWHEREAS, Xerox desires to perform certain Services and manufacture the Product\nfor itself and the JetFax Product (as hereinafter defined) as more fully set\nforth herein; and\n\nWHEREAS, JetFax wishes to purchase the JetFax Product and certain replacement\nthermal ink jet printing cartridges from Xerox;\n\nNOW, THEREFORE, it is agreed by and between the parties as follows:\n\n1    DEFINITIONS\n\n1.1  \"Bill of Materials and Source List\" shall mean the identification by\nmanufacturer and model of certain components and subsystems (such as, by way of\nexample and not limitation, a modem, an integrated circuit, or a scanner) and\nthe source from which such materials compliant with the Specifications may be\nobtained.\n\n1.2  \"Documentation\" shall mean the customer and service documentation specified\nin Exhibit E.\n\n1.3  \"Errors\" shall mean: (i) reproducible defects in any Deliverable which\ncauses it not to function in conformance with the Specifications, (ii) Software\nmiscoding which results in the Software failing to function in conformance with\nthe Specifications, if such failure is reproducible, and (iii) defects in the\nDocumentation which render it inaccurate, erroneous or otherwise unreliable.\n\n1.4  \"Hardware Designs\" shall mean [*].\n\n1.5  \"JetFax Cartridge\" shall mean that [*].\n\n1.6  \"JetFax Deliverables\" shall mean, collectively or individually, JetFax\ndeveloped Software, Hardware Designs, Mechanical Designs and Bill of Materials\nand Source List.  A more detailed description of the JetFax Deliverables and the\nrequirements for same are set forth in Exhibit A to this Agreement.\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\n1.7  \"Mechanical Designs\" shall mean those [*].\n\n1.8  \"Printer Mechanism\" shall mean [*].\n\n1.9  \"Product\" shall mean the facsimile transceiver device ' based upon the\nPrinter Mechanism and the JetFax Deliverables, as more fully described in\nExhibit C to this Agreement.\n\n1.10 \"Product Acceptance\" shall mean the date of acceptance of the Product\npursuant to Section 4.2(c) hereof.\n\n1.11 \"Project Schedule\" shall mean the schedule of events and coordinate time\nfor the parties' performance under this Agreement, as set forth in Exhibit D.\n\n1.12 \"Prototype Units\" shall mean initial working development units of the\nProduct as specified on Exhibit C. The parties acknowledge that Prototype Units\nare intended to but may not fully comply with the applicable Specifications.\n\n1.13 \"Services\" shall mean the work and labor necessary for the performance of\nthe respective obligations of the parties to this Agreement.\n\n1.14 \"Software\" shall mean [*]\n\n1.15 \"Specifications\" shall mean the mechanical, engineering, operational\nand\/or functional descriptions, details and requirements for the Product and the\nSoftware, Hardware Designs, Printer Mechanism, JetFax Cartridge and externally\nprocured components (such as required modems, scanners, etc.) as set forth in\nExhibits A, B and C as the same may be modified as provided herein.  Included\nare any standards for performance or operation of the item to which such\nSpecifications pertain.\n\n1.16 \"User Interface\" shall mean [*].\n\n1.17 \"Xerox Affiliates\" shall mean Xerox Canada, Inc., Rank Xerox Ltd.,\nFuji Xerox Ltd., and any subsidiary or affiliate at least 40% of the ownership\nof which is held directly or indirectly by Xerox, Xerox Canada Inc., Rank Xerox\nLtd., or Fuji Xerox Ltd.\n\n1.18 \"Xerox Deliverables\" shall mean units of the Printer Mechanism; units\nof the JetFax Cartridge; overall industrial designs of the Product; design of\nthe control panel and User Interface and a fully functional pre-feed roller\nattachment for the automatic document feeder (ADF); and the customer and service\nDocumentation; all in accordance with the Specifications and as more fully set\nforth in Exhibit B to this Agreement.\n\n1.19 \"Fax Boards\" shall mean any circuit board assemblies which are\ndesigned by or for JetFax for use in the JetFax Product or any Derivative\nProduct, which such Fax Boards shall be made by or for Xerox.\n\n\n2.   SCOPE OF WORK\n\n2.1  Services.  Upon the terms and conditions set forth in this Agreement,\n     --------                                                             \nJetFax and Xerox agree to perform the Services in accordance with Exhibits A and\nB, respectively.  Each party will be responsible for obtaining all the\ntechnology, labor, material, tooling and facilities necessary for the completion\nof its portion of the Services, except as otherwise set forth in this Agreement.\n\n2.2  Progress Reports.  Each party hereto shall provide the other party with\n     ----------------\nprogress reports, as reasonably requested by the other party, starting after the\nEffective Date and ending on the date of Product Acceptance.  Each report shall\nbe in such form and contain such information as may be mutually agreed by the\nparties, including but \n\n\n \nnot limited to, progress to current scheduled milestones, description of any\nproblems in meeting milestone, and if problems, proposed recovery methods, and\nchanges in party's estimate of key purchased component and JetFax Product\ndifferentiation costs.\n\n2.3  Agency Approvals.  The parties agree that JetFax shall be responsible\n     ----------------                                                     \nfor any and all engineering and development work with respect to the JetFax\nDeliverables\n\n\n3\n\n\n \n     necessary for obtaining any required governmental or necessary private\nagency approvals or certifications for the Product (such as, by way of example\nand not limitation, Underwriter's Laboratories, CSA, U.S. F.C.C. regulations\nparts 15 and 68) in the United States and Canada.  The actual costs (including\nprotesting consultant fees and expenses and testing costs and expenses) and\nfiling fees for the submission for such approvals in the United States and\nCanada and such other jurisdictions as the parties mutually agree in writing\nthey shall enter are to be borne by Xerox.  In addition to the foregoing,\nfor the period ending on the date that is 24 months from the Effective Date,\nJetFax agrees to use its reasonable efforts to design the JetFax Deliverables to\nmeet the agency approval requirements of other jurisdictions.  JetFax further\nagrees to use its reasonable efforts to provide design services with respect to\nthe JetFax Deliverables, after such 24 month period, if necessary in conjunction\nwith any changes required by jurisdictions in which agency approvals have been\nobtained during such 24 month period.  In order for JetFax to perform its\nreasonable efforts obligations hereunder, Xerox shall provide JetFax with\ncustomary English language summaries of the specifications of each individual\njurisdiction's requirements where agency approval is to be sought.  Xerox shall\nprovide all reasonable assistance to JetFax for obtaining approvals and\ncertifications for the JetFax Product, including use by JetFax of any relevant\ntesting, test results, documents, applications and approvals and certificates\nwith regard to the Product.  Xerox shall bear the cost of any JetFax travel,\nlodging and related expenses incurred in support of approval activities in\nconnection with the Product.  Except as set forth above, all costs for agency\napprovals for other jurisdictions shall be borne fully by the party seeking such\napprovals, unless otherwise mutually agreed.  It is further agreed that after\nsuch 24 month period, JetFax agrees to provide such design services as may be\nrequested by Xerox to meet the requirements of any jurisdiction.  Xerox agrees\nto compensate JetFax at customary rates for such design services rendered after\nthe end of such 24 month period.\n\n2.4  Bill of Materials and Source List Approval.  The Bill of Materials and\n     ------------------------------------------                            \nSource List shall be subject to review and approval by Xerox, and all component\nvendors providing materials set forth on the Bill of Materials shall be subject\nto qualification as a vendor to Xerox under Xerox standards for vendor\ncertification then in effect.  Such approval shall not be unreasonably withheld.\nSubject to the terms of Section 5.1 (d), Xerox reserves the right to make final\nselection of component vendors.  Notwithstanding anything to the contrary\ncontained herein, neither such Xerox approval nor such vendor qualification\nshall be a basis for any rejection pursuant to Section 4.2(a) or Section 4.3, or\ncondition precedent to, or a basis for any delay in, Product Acceptance\nhereunder.\n\n2.5  Software, Etc.  Escrow.   Promptly after the Effective Date, JetFax\n     ----------------------                                             \nshall place with an independent third party escrow agent acceptable to Xerox one\ncomplete set, under seal, of source code, object code and supporting\ndocumentation for any and all Software, ASICS, FPGAS, and any other programmable\ndevices (including their schematic capture and VHDL files, their ACTEL files,\ntest patterns and test parameters and timing diagrams, to the extent available\nto JetFax, used to confirm the design) included in the JetFax Deliverables (the\n\"Escrowed Materials\").  The Escrowed Materials shall be retained in strict\nconfidence by the chosen escrow agent under the terms of the escrow agreement\n(which escrow agreement shall be mutually acceptable to both JetFax and Xerox\nand consistent\n\n4\n\n\n \nwith the terms of this Section 2-5) and the escrow agent shall not disclose the\nEscrowed Materials to Xerox except pursuant to this Section 2.5. All costs\nassociated with the escrow, including any fees of the escrow agent, shall be\nborne by Xerox.  In the event one of the events set forth below occurs, Xerox\nmay, at its option, notify the escrow agent of such event and request the\nrelease of the Escrowed Materials to Xerox.  Xerox shall simultaneously notify\nJetFax pursuant to Section 14.1 1 of this Agreement of such notification to the\nescrow agent, specifying the basis upon which such request for the release of\nthe Escrowed Materials is based.  In addition, the escrow agent shall notify\nJetFax of the Xerox request for the release of the Escrowed Materials.  The\nescrow agent shall, only after ten (1 0) calendar days have passed from the date\nXerox' notice to JetFax hereunder is given (pursuant' to Section 14.11 of this\nAgreement), release the Escrowed Materials to Xerox unless such action is\nprohibited by order of a court of competent jurisdiction.  The only events which\nshall entitle Xerox to request the release of the Escrowed Materials are as\nfollows: (i) JetFax ceases to support and maintain the Software and Hardware\nDesigns as required pursuant to the terms of Section 4.4 of this Agreement and\nsuch failure remains uncured for a period of sixty (60) days after written\nnotice thereof from Xerox, or (ii) the specified items of the Software or\nHardware Designs listed on the Project Schedule to be performed by JetFax fail\nto be accepted pursuant to Section 4.2(a) and (b) within 90 days of the\napplicable due date therefor set forth in the Project Schedule due primarily to\nthe failure of JetFax to perform its obligations under this Agreement, or (iii)\nJetFax grants its prior written consent to such release, or (iv) if a Petition\nis filed by or against JetFax under Chapter 7 of the Bankruptcy Act of the\nUnited States and such Petition is not discontinued, vacated or terminated\nwithin sixty (60) days.  Xerox shall use such released Escrowed Materials solely\nfor the purpose of maintenance, support and production of the Product, or, in\nthe event subparagraph (ii) of this Section 2.5 shall occur, for the purpose of\nmaintenance, support and production and Xerox completion of development (with or\nwithout the assistance of other parties) of a replacement product for the\npartially completed Product and for the uses stated in the second paragraph of\nSection 5.1 (b). Any Xerox use of the Escrowed Materials will be subject at all\ntimes to the terms and conditions of this Agreement. JetFax agrees to update and\nmaintain monthly the Escrowed Materials held in safekeeping by the selected\nEscrow Agent to reflect all changes made to the Escrowed Materials pursuant to\nthe terms of this Agreement.\n\n2.6  Marketing.  Except as expressly set forth in this Agreement, or in the\n     ---------\nSupply Agreement of even date herewith by and between Xerox and JetFax (the\n\"Supply Agreement\"), both parties shall be free to market their own respective\nversions of the Product (or permitted private label versions of same) through\nsuch marketing channels and in such countries as each party shall independently\ndetermine.\n\n3.   DESIGN REVIEW AND SPECIFICATION CHANGES\n\n3.1  Design Review.  The parties agree to conduct regular program reviews as\n     -------------\nshown  on the agreed Project Schedule set forth on Exhibit D to this Agreement,\nto  ensure their mutual satisfaction with the performance under the Agreement.\nUpon reasonable notice, the parties agree to meet at a mutually agreeable time\nand\n\n5\n\n\n \nlocation to review and discuss the status of the development of the Product.\nThe parties further agree to promptly meet at the request of either party with\nrespect to any material issues a party may have with the performance of the\nother party of its obligations under this Agreement.\n\n3.2  Changes to the Specification.  Each party is entitled to request\n     ----------------------------                                    \nmodifications in the form of changes or additions to the Specifications at any\ntime during the term of this Agreement.  Such requests shall be submitted in\nwriting, and shall not be deemed or considered binding unless accepted by the\nother party in writing.  If any such modification of the Specifications is\nagreed, the parties will negotiate an equitable adjustment to the Agreement,\nincluding the apportionment of any additional development, testing or tooling\ncosts.  Upon mutual agreement to any change to the Specifications, both parties\nwill proceed with the implementation of the prescribed changes, and the\nSpecifications and other Exhibits to the Agreement shall be modified accordingly\nto reflect such agreed upon changes.  Notwithstanding the foregoing, if the\nJetFax requested changes to the Specifications involve any change to the Printer\nMechanism, the design responsibility for which is with third parties under\ncontract with Xerox, Xerox shall use reasonable efforts to effect such\nSpecification change provided that the same does not increase the cost of such\nPrinter Mechanism or component thereof, or adversely and materially affect the\nProject Schedule or function of the Printer Mechanism, the Product or components\nthereof.  In such event JetFax shall be responsible for the payment of all\nnonrecurring expenses involved in such change (or such pro rata portion thereof,\nin the further event Xerox elects to incorporate the same in its version of the\nProduct).  Notwithstanding the foregoing, JetFax shall not be responsible for\nany such nonrecurring expenses if JetFax requested changes are necessary for the\nProduct to achieve Product Acceptance or to meet the Specification as changed at\nthe request of Xerox.  In the event such third party will not agree to such\nSpecification change, Xerox shall so notify JetFax and Xerox shall have no other\nor further liability to JetFax as a result of such request.\n\n3.3  Modification to Specifications.  JetFax and Xerox agree that upon\n     ------------------------------                                   \nacceptance of each Deliverable pursuant to Section 4.2 and upon Product\nAcceptance the Specifications shall be modified as necessary to conform to the\nDeliverables and the Product, as applicable, as accepted, excepting mutually\nagreed (in writing) deviations from the Specification which require additional\ndevelopment work to achieve conformance to the Specification.  After and upon\nacceptance of each Deliverable pursuant to Section 4.2 and after and upon\nProduct Acceptance, the term \"Specifications\" as used herein shall refer in all\ncases to the Specifications as so modified.\n\n4.   DELIVERABLES AND DELIVERY; ACCEPTANCE; AND REJECTION\n\n4.1  Deliverables.  Xerox and JetFax agree to use reasonable efforts to\n     ------------                                                      \nperform their respective Services and deliver their respective Deliverables in\naccordance with the Project Schedule (Exhibit D).  Each party's obligation shall\nbe contingent upon the other party successfully providing any prerequisite\nDeliverable in a timely fashion in accordance with the Specifications for same.\nAll Deliverables shall be delivered by the times set forth in the Project\nSchedule and stated dates are date of delivery unless otherwise specified.  The\nparties shall use such Deliverables for testing and acceptance and marketing\npurposes only and shall not sell, lease\n\n6\n\n\n \nor transfer the same to any third party.\n\n4.2  Acceptance.\n     ---------- \n\n(a)  Each party, with the reasonable assistance of the other party if requested,\nwill examine and test each respective Deliverable (and\/or item thereof as\nspecified on the Project Schedule) of the other party upon delivery. Each\nreceiving party shall, as soon as reasonably practicable following the delivery\nof same, but in no event later than fifteen (I 5) business days after receipt of\nnotice of delivery: (i) accept the Deliverable (or item thereof and so inform\nthe other party in writing; or (ii) if the Deliverable (or item thereof contains\nmaterial Errors, reject the Deliverable (or item thereof and provide the other\nparty with a written statement of such material Errors. The failure of a party\nto respond within the specified fifteen (15) day period shall be deemed\nacceptance of the Deliverable (or item thereof, but shall not limit the\nprovisions of Section 4.4 hereof. Either party may request a reasonable\nextension in the time to complete such testing if the same is required under the\ncircumstances, and both parties shall reasonably consider such requests,\nprovided that no such extension shall be effective unless in writing and signed\nby a duly authorized representative of the party granting such extension.\n\n(b)  The developing party will promptly correct the material Errors set forth in\nthe statement of material Errors with respect to any Deliverable (or item\nthereof and redeliver the Deliverable (or item thereof to the receiving party\nwithin such reasonable period of time as may be agreed upon by JetFax and Xerox\nwith regard to all circumstances affecting the Product or the Deliverables. The\nreceiving party shall, as soon as reasonably practicable after such redelivery\nbut in no event later than fifteen (1 5) business days thereafter, accept or\nreject the redelivery in accordance with the procedure set forth in Section\n4.2(a), which procedure shall be repeated until the Deliverables are accepted or\nthe receiving party invokes the provisions of Section 4.3 hereof.\n\n(c)  \"Product Acceptance\" shall be deemed to occur upon the earlier of (i)\nacceptance, pursuant to this Section 4.2, of all JetFax and Xerox Deliverables\nand successful completion of the acceptance test procedures with regard to the\nProduct as set forth in Exhibit F or (ii) the first sale, lease, license or\nother distribution or transfer of a unit of Product (not including any Xerox\nreplacement product as referred to in Section 5.1(a) second paragraph) by Xerox\nto a customer or other third party other than solely for test purposes. The date\nof such Product Acceptance shall be deemed the \"date of Product Acceptance.\"\nNotwithstanding anything to the contrary contained herein, Product Acceptance\nshall not be conditioned upon any design or development of the JetFax\nDeliverables to meet any criteria of any agency approvals other than those of\nthe United States or Canada.\n\n(d)  The parties further agree that in the event a dispute arises as to whether\nany Deliverable (or item thereof is acceptable under the procedure set forth in\nSections 4.2(a) and 4.2(b), and the parties are unable after good faith\nnegotiation to resolve such dispute, the parties agree to submit the\nacceptability of any such Deliverable (or item thereof to Genoa Technology,\nInc., or other independent third party-mutually acceptable to the parties, who\nshall test such Deliverable (or\n\n7\n\n\n \nitem thereof and determine if such Deliverable (or item thereof is acceptable as\nset forth in Sections 4.2(a) and 4.2(b). The determination of such independent\nthird party shall as to the acceptance or rejection of any Deliverable (or item\nthereof, be deemed final.  The cost, if any, of employing such independent third\nparty shall be borne by the losing party.\n\n4.3  Rejection.  Should any Deliverable fail to be accepted after the third\n     ---------                                                             \ndelivery of that Deliverable pursuant to Section 4.2(b) then the parties shall\npromptly meet in accordance with Section 3.1 to resolve the problem.  Any\nsubsequent rejection of the same Deliverable (unless otherwise resolved pursuant\nto Section 4.2(d)) shall be deemed a breach of this Agreement by such delivering\nparty, and the non-breaching party may elect to terminate this Agreement\npursuant to Section 1 1.1 (a) hereof, or may elect to accept further\nresubmission of the applicable Deliverable.\n\n4.4  Error Fixes.  JetFax shall at its expense, from the Effective Date\n     -----------                                                       \nuntil the date that is eighteen (18) months from the date of Product Acceptance,\nuse its reasonable efforts promptly to correct documented and reproducible\nmaterial Errors in the Software and Hardware Designs which are reported in\nwriting by Xerox to JetFax.  Provided, however, that prior to Product\nAcceptance, this obligation shall apply only to Deliverables (or items thereof\nthat have been delivered by JetFax in accordance with the Project Schedule.\nXerox shall provide such assistance in correction as JetFax may reasonably\nrequest.  All such corrections to the Software and Hardware Designs shall be\ndeemed to be included in the licenses granted under section 5,1 hereof, and\ncopies of any such corrections shall be promptly furnished in source code to the\nescrow agent set forth in section 2.5 of this Agreement.  JetFax will have no\nobligation under this Section 4.4 with respect to any Error in the Software or\nHardware Designs caused by any person or entity other than JetFax or its sources\nidentified on the Bill of Materials and Source List and JetFax is not obligated\nto correct any Errors in the Software unless such Error or defect causes the\nSoftware to fail to function in conformance with the Specifications as defined\ninjection 3.3 herein.\n\n4.5  JetFax Support.  JetFax further acknowledges and agrees that, for a\n     --------------                                                     \nperiod of one (1) year following Product Acceptance and subject to the\nprovisions of this Section 4.5, it shall provide Xerox with such reasonable\nfield and engineering support as Xerox shall reasonably request, necessary for\nthe manufacture and field support of the Product as more fully set forth in\nExhibit E to the Supply Agreement.  All travel, lodging and associated expenses\n(save salary and benefits of JetFax employees) shall be borne by Xerox.  In\naddition, after the one (1) year period following Product Acceptance, Xerox\nshall pay JetFax the reasonable and customary personnel, service and related\ncharges for any such support provided by JetFax.\n\n6.   OWNERSHIP RIGHTS AND LICENSES\n\n5.1  Software and Hardware Designs, Etc.\n     ----------------------------------\n(a)  Subject to the terms and conditions of this Agreement and the Supply\nAgreement, JetFax hereby grants to Xerox, effective only upon and after the date\nof Product Acceptance, a nonexclusive, perpetual (except if terminated pursuant\nto Section\n\n8\n\n\n \n11.1 herein), worldwide license to the Software, the Hardware Designs, the\nMechanical Designs, and any other JetFax confidential information disclosed to\nXerox and necessary or useful for the following licensed activities (and JetFax\nintellectual property corresponding to the above recited items), to manufacture\nor have manufactured, the Product (including any enhancements and modifications\nas set forth in Sections 3.3 and 8.1 of the Supply Agreement), the Product as\ndefined in the Supply Agreement (i.e., the \"JetFax Product\"), and any Derivative\nProducts (as defined in the Supply Agreement), and to use and distribute and\nsell and service the Product, the JetFax Product and any Derivative Products.\n\nProvided however, if the Escrowed Materials are released to Xerox pursuant to\nSection 2.5 of this Agreement, the above license as it applies to the Product\nshall automatically extend, if and only if there has not been Product\nAcceptance, to a Xerox replacement product (and variants thereof for the\npartially completed Product and shall automatically encompass all of the\nEscrowed Materials.  In such event, the royalty set forth in Section 6.2(a) of\nthis Agreement in the sum of [*] (reduced, if applicable as set forth in such\nSection 6.2(a)) shall also apply to such replacement product license. In such\nevent, JetFax shall promptly and fully disclose the fully or partially completed\nJetFax Deliverables to Xerox, but shall have no further obligations under\nSections 2.1, 2.3, 2.5, 4.1, 4.4 and 4.5 of this, Agreement and Section 3.1 of\nthe Supply Agreement.\n\n(b)  The Software, the Hardware Designs, and the Mechanical Designs are\nconfidential information of JetFax, subject to the CDA defined in Section 8.1 of\nthis Agreement and shall be used by Xerox solely in connection with the Product,\nthe JetFax Product, and any Derivative Products (as defined in the Supply\nAgreement) in accordance with the terms of this Agreement and the Supply\nAgreement or as provided in this Article 5. Subject to the terms and conditions\nof this Agreement and the Supply Agreement, JetFax hereby grants to Xerox a\nnonexclusive, perpetual (except if terminated pursuant to Section 1 1.2(a) of\nthis Agreement), worldwide license (with the Xerox right to sublicense Xerox\nAffiliates) to the Mechanical Designs, the Hardware Designs (excluding the ASICs\nand the Field Programmable Gate Arrays (FPGAS) themselves and a majority of the\ndesigns of each such ASIC or FPGA), and any other confidential information of\nJetFax disclosed to Xerox (excluding the Software and the above excluded items)\nand necessary or useful for the following licensed activities (and JetFax\nintellectual property corresponding to the above recited licensed items) to\nmanufacture or have manufactured any other products (i.e., products other than\nthe Product (but including any products related to the Product if there is no\nProduct Acceptance), the JetFax Product, and Derivative Products (as defined in\nthe Supply Agreement)), and to use and distribute and sell and service such\nother products. Provided, however, notwithstanding any sublicense made pursuant\nto the above right to sublicense, Xerox shall remain fully liable for compliance\nwith all of its obligations under this Agreement, including without limitation\nthe payment of all royalties.\n\nProvided however, if the Escrowed Materials are released to Xerox pursuant to\nSection 2.5 of this Agreement, the above license of this Section 5.1(b) shall\nautomatically extend, if and only if there has not been Product Acceptance, to\ninclude all fully or partially completed JetFax Deliverables including Software,\nASICS,, and FPGAs and shall automatically encompass all of the Escrowed\n\n\n9\n\n\n \nMaterial.  To the extent Xerox uses a material amount of such extended materials\n(not already included in the license in the immediately preceding paragraph)\nunder this extended license, Xerox shall be obligated to pay the royalty as set\nforth in the last sentence of Section 6.2(b) of this Agreement.\n\n(c)  Xerox may distribute and sell the JetFax Product and any Derivative Product\nonly to JetFax and in accordance with the Supply Agreement. For the confidence\nperiod of the CDA defined in Section 8.1 of this Agreement, Xerox shall not\nalter (but subject to the provisions of Section 2.5 of this Agreement and the\nlicenses granted in the second paragraphs of Sections 5.1(a) and 5.1(b)),\nreverse engineer, decompile or disassemble the Software or the ASICs and the\nFPGAs Included in the Hardware Designs, and Xerox may copy the Software, the\nHardware Designs, the Mechanical Designs and any other confidential information\nof JetFax which is disclosed to Xerox only as necessary for the exercise of the\nlicenses granted in Sections 5.1 (a) and 5.1 (b) and\/or the provisions of\nSection 2.5. JetFax retains its ownership rights in and to the Software,\nHardware Designs, Mechanical Designs and corresponding intellectual property.\n\n(d)  Subject to the terms and conditions of this Agreement and the Supply\nAgreement, Xerox hereby grants JetFax a nonexclusive, perpetual (except if\nterminated pursuant to Section I 1. 1 of this Agreement), royalty free and paid\nup, worldwide (other than as to the manufacture and have manufactured rights and\nunits, which are territorially limited below in this Section 5.1(d)) license to\nthe Xerox Deliverables (excluding the Printer Mechanism, Cartridges, and Printer\nMechanism and\/or Cartridge intellectual property) and any other Xerox\nconfidential information disclosed to JetFax and necessary or useful for the\nfollowing licensed activities (and Xerox intellectual property corresponding to\nthe above recited items) to manufacture and have manufactured and use and\ndistribute and sell and service the JetFax Product and any Derivative Products.\nProvided, however, the manufacture and have manufactured activities of such\nlicense are territorially limited to the People's Republic of China and Hong\nKong, and such activities are limited to assembling Fax Boards with or into\nunits of JetFax Products (minus Fax Boards) and\/or Derivative Products (minus\nFax Boards) (as those terms are defined in the Supply Agreement) made by Xerox\nor by a Xerox Affiliate and disassembling and reassembling such units..\nProvided, further, however, the use, distribute, and sell activities of such\nlicense with respect to units of JetFax Product and Derivative Product\nmanufactured pursuant to the foregoing manufacture and have manufactured license\nare territorially limited to the People's Republic of China, Hong Kong, Macao,\nSingapore, Malaysia, Thailand, Brunei, Indonesia and Philippines, and also\nprovided that the distribute and sell activities with respect to such units are\nfor end use only in the People's Republic of China, Hong Kong, Macao, Singapore,\nMalaysia, Thailand, Brunei, Indonesia and Philippines. This Section 5.1 (d) does\nnot grant any license to Printer Mechanisms and Cartridges, n6r Xerox Printer\nMechanism and\/or Cartridge intellectual property. For the confidence period of\nthe CDA defined in Section 8.1 of this Agreement, JetFax shall not alter,\nreverse engineer, decompile or disassemble any software provided by Xerox, and\nJetFax may copy such software only as necessary for use, distribution, sale, and\nservice as herein provided.\n\nJetFax has the right to sublicense only to Ailicec the manufacture and have\n\n10\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nmanufactured license granted to JetFax in the immediately preceding paragraph\nand the use, distribute, sell and service license granted to JetFax in the\nimmediately preceding paragraph with respect to units manufactured pursuant to\nsuch manufacture and have manufactured license.\n\nAny JetFax sublicense pursuant to the immediately preceding paragraph shall: (i)\nbe in writing; (ii) be nonexclusive, nontransferable, and nonsublicensable and\nsubject to termination as provided in the immediately following paragraph; (iii)\nbe subject to all the limitations of the Section 5.1(d) license to JetFax; (iv)\nsubject Ailicec to obligations to JetFax no less protective of Xerox' rights\nthan JetFax's obligations to Xerox in Section 5.1 (d), Article 8, and Articles I\n1, 12, and 13; and (v) include agreement by the sublicensee Ailicec for the\nthird party benefit of Xerox, (1) that sublicensee Ailicec receives no warranty\nof any kind from Xerox, and (2) that sublicensee agrees not to refer to its\nsublicense of rights pursuant to Section 5.1(d) or refer to any provision of or\nrights contained in such sublicense or the Xerox name in any publicity,\nadvertising, or public promotional activity without the express written approval\nof Xerox.  Provided, nothing herein shall prohibit sublicensee from exercising\nits distribute, sell and service rights through agents or distributors.\n\nUpon the uncured (after 30 days notice) failure of any of the conditions of the\nimmediately preceding paragraph or sublicensee Ailicec's uncured (after 30 days\nnotice) failure to perform its obligations contained in such conditions, the\nJetFax sublicense to Ailicec shall immediately terminate upon written notice of\nXerox to JetFax (and JetFax shall immediately inform Ailicec of such terminated\nrights) and Xerox shall stop supplying JetFax Products (minus Fax Boards) and\/or\nDerivative Products (minus Fax Boards) to JetFax. No such termination shall\nlimit or impair in any way any other rights of JetFax under this Agreement or\nthe Supply Agreement, including the right to purchase JetFax Products and\nDerivative Products from Xerox.\n\n(e)  Notwithstanding Xerox' ownership of certain tools for production of common\nparts, Xerox hereby grants to JetFax the right to acquire such common parts,\nsubject to the applicable terms and provisions of the Supply Agreement.\n\n5.2       Product.  Xerox retains its ownership rights in and to any and all\n          -------\nintellectual property contained in the Xerox Deliverables.\n\n6.        PAYMENTS\n\n6.1       Advance Royalty.\n          --------------- \n\n(a)  In consideration for certain of the Services to be performed by JetFax\nhereunder, Xerox has heretofore paid to JetFax the sum of [*]. Such sum shall be\ntreated by the parties as payment by Xerox to JetFax for the Services performed\nby JetFax with respect to the Product connectivity option as described in the\nSpecifications.\n\n(b)  In further consideration for certain of the Services to be performed by\nJetFax hereunder, Xerox agrees to pay to JetFax a nonrefundable advance royalty\npayment of [*], payable as follows:\n\n11\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\n          The sum of [*] heretofore paid\n          by Xerox to JetFax.\n\n          The sum of [*] to be paid by Xerox in those increments as set forth in\n          the Milestone Schedule of Exhibit A-2, the payment associated on\n          Exhibit A-2 with each such Milestone to be made to JetFax upon the\n          successful completion of the specified Milestone.\n\n(c)  JetFax agrees to provide to Xerox, upon request, audited financial\nstatements for the JetFax accounting year of 1992 as well as quarterly financial\nstatements (audited if available) for each accounting quarter of 1993 and 1994.\nIn addition, JetFax shall provide Xerox, upon request, detailed manpower and\ncost plans for the development effort. Any and all such information provided to\nXerox is subject to the CDA defined in Section 8.1 of this Agreement.\n\n6.2  Royalty Payments.\n     ----------------\n(a)  In further consideration of the Services performed hereunder and the\nlicenses granted herein by JetFax, Xerox shall pay JetFax a royalty, with\nrespect to each and any sale, lease, license or other distribution or transfer\nof a unit of Product (and\/or a unit of replacement product as described in the\nsecond paragraph of Section 5.1(a) and\/or a unit of product described in Section\n5.1(b) if such paragraph of Section 5.1(a) or the second paragraph of Section\n5.1(b) is applicable) to a customer or other third party (other than JetFax, but\nincluding any Xerox Affiliates) (and excluding up to [*] production units of\nProduct to be internally used by Xerox , which units shall be without royalty),\nin an amount equal to [*] for each such unit sold, leased, licensed or otherwise\ndistributed or transferred. [*].\n\n(b)  In further consideration of the Services performed hereunder and the\nlicenses granted herein, Xerox shall pay JetFax a royalty, with respect to each\nand any sale, lease, license or other distribution or transfer to a customer or\nother third party (other than JetFax but including Xerox Affiliates) of a unit\nof any product (other than the Product or the JetFax Product or Derivative\nProducts (as defined in the Supply Agreement)) with respect to the design or\nmanufacture of which: (i) all or part of the Mechanical Designs and\/or any\ncorresponding JetFax intellectual property have been used, in an amount equal to\n[*]\n\n12\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nfor each such unit sold, leased, licensed or otherwise distributed or\ntransferred; (ii) all or part of that portion of the Hardware Designs licensed\nto Xerox pursuant to Section 5.1 (b) and\/or any corresponding JetFax\nintellectual property, or any other JetFax confidential information disclosed to\nXerox and\/or any corresponding JetFax intellectual property have been used, in\nan amount equal to [*] for each such unit sold, leased, licensed or otherwise\ndistributed or transferred. The above royalty(s) shall be payable for JetFax\ninformation only if the information used was subject to Clause 2. of the CDA\ndefined in Section 8.1 of this Agreement when suc6 information was first\ncommunicated to Xerox by JetFax (provided, however, all parts drawings and\nschematics for circuit boards are, and shall be, deemed to have been subject to\nClause 2 of the CDA when first communicated to Xerox by JetFax), and only for\nunits sold, leased, licensed or otherwise distributed or transferred within five\n(5) years after the Effective Date of this Agreement. The above royalties\ndescribed in clauses (i) and (ii) are not exclusive of each other and a total\nroyalty of [*] per unit will apply with respect to any product to which both\nclauses (i) and (ii) above apply. [*]. When the Section 6.2(b) royalties paid to\nJetFax reach the sum of [*], the license set forth in Section 5.1(b) to Xerox\nshall automatically become royalty free and paid up. For units sold, leased,\nlicensed or otherwise distributed or transferred after the five (5) year period\nreferred to above in this Section 6.2(b), the license to Xerox set forth in\nSection 5.1(b) shall automatically become royalty free and paid up. No royalties\npayable pursuant to Section 6.2(a) shall be subject to, nor included in the\ncalculation of, the royalty cap of this Section 6.2(b). Provided, further, in\nthe event Xerox shall use a material amount of any of the Escrowed Materials not\nincluded in the license under the first paragraph of Section 5.1 (b) in products\nunder the license set forth in the second paragraph of Section 5.1 (b) of this\nAgreement, Xerox shall pay to JetFax the royalty amount set forth in Section\n6.2(a) and not the royalty set forth in this Section 6.2(b) provided however,\nthat for uncopyrighted and unpatented such materials the sentence 'The above\nroyalty(s) . . . of this Agreement.' above in this Section 6.2(b) shall apply.\n\n(c)  All royalty payments as specified in Sections 6.2(a) and (b) shall be paid\nby Xerox to JetFax monthly until such time as the prepaid royalty is totally\noffset pursuant to Section 6.2(a), and quarterly thereafter (beginning with the\nfirst full calendar quarter) within thirty (30) days after the end of each month\nor calendar quarter, as applicable and shall be due and payable with respect to\neach and all units sold, leased, licensed, or otherwise distributed or\ntransferred, without regard to whether or not Xerox shall have received payment\nwith respect thereto.\n\n(d)  Any amounts owed by JetFax to Xerox which are past due may, at Xerox'\noption, be deducted from the royalty due JetFax from Xerox.\n\n(e)  JetFax acknowledges and agrees that Xerox shall have the right, without the\npayment of any additional royalty, to remanufacture units of the Product\nreturned from its customers for, any reason, and to resell or release the same\nto its \n\n13\n\n\n \ncustomers.\n\n6.3  Nonrecurring Engineering (NRE) Costs for ASICS.  Xerox shall pay all \n     ----------------------------------------------                      \nnonrecurring engineering costs associated with the conversion of the FPGAs to\nASICs and shall pay all consulting fees for test vector generation.\n\n\n7.   REPRESENTATIONS AND INDEMNIFICATION\n\n7.1  Representations Each party represents that:\n     --------------------                       \n\n     (a) it has full right and authority to enter into this Agreement and\nthe Supply Agreement, to perform its obligations hereunder;\n\n     (b) and it has full right and authority to grant the rights granted to\nthe other party herein.\n\n7.2  Xerox' Infringement Indemnity.\n     -----------------------------\n\n     (a) Subject to the terms hereof, Xerox agrees to indemnify, defend and\nhold JetFax and its customers harmless from and against any claim or suit\nalleging that the Xerox Deliverables (excluding the Printer Mechanism and the\nJetFax Cartridge, the indemnity for which is set forth exclusively in the Supply\nAgreement) infringes any patent rights, copyrights or other proprietary rights\nof any third party when used for its intended purposes in conjunction with the\nProduct or the JetFax Product or any Derivative Product; provided that: (i)\nJetFax gives Xerox prompt notice in writing of any such suit and permits Xerox,\nthrough counsel of its choice, to answer the charge of infringement and defend\nsuch claim or suit, (ii) Xerox has sole control of the defense and all related\nsettlement negotiations, (iii) JetFax has not further modified or altered the\nXerox Deliverables following their delivery to JetFax if such claim or suit\nwould have been avoided if such modification or alteration had not been made,\nand (iv) JetFax provides Xerox with the assistance, information and authority to\nperform the above.  In the event Xerox agrees to settle the suit, both Xerox and\nJetFax agree not to publicize the settlement nor to permit the party claiming\ninfringement to publicize the settlement without first obtaining the other\nparty's written permission.\n\n     (b) Duty to Correct.  Notwithstanding Section 7.2 (a), should the\n         ---------------                                              \nXerox Deliverables become the subject of a claim of infringement of a third\nparty's patent right, copyright or other proprietary rights, Xerox shall, at its\noption and expense: (i) procure for JetFax the right to use! the applicable\nXerox Deliverable and sell the JetFax Product and any Derivative Product (and\nany royalties or other payments required to obtain such rights shall be paid by\nXerox) or (ii) replace or modify the Xerox Deliverable to make it non-\ninfringing, provided that the. same function is performed by the replacement or\nmodified Xerox Deliverable.\n\n\n     (c) Right to Use Study.  Xerox may conduct a right to use study with\n         ------------------                                              \nrespect to the Xerox Deliverables (excluding the Printer Mechanism and the\nJetFax Cartridge) when used in conjunction with the JetFax Product or any\nDerivative\n\n14\n\n\n \nProduct.  If:\n\n          (I) prior to one (1) month after the design of the JetFax Product or\nany Derivative Product is fixed by JetFax and that fact is disclosed by JetFax\nto Xerox (and JetFax shall promptly disclose such fact to Xerox) along with\nJetFax Product or any Derivative Product information reasonably needed by Xerox\nto conduct its right to use study (and JetFax shall promptly disclose such\ninformation to Xerox after such design is fixed);\n\n          (II) Xerox identifies unlicensed third party patent(s) which Xerox\nreasonably believes will be infringed by use by or for JetFax or its customers\nof the Xerox Deliverables (excluding the Printer Mechanism and the JetFax\nCartridge) when used in conjunction with the JetFax Product or any Derivative\nProduct and Xerox clearly identifies in writing (including patent or application\nnumbers and issue or filing dates respectively) to JetFax any such patent(s);\nthen the parties agree as follows.  If Xerox is unable to promptly obtain a\nlicense under such patents on reasonable terms (and any royalties or other\npayments required to obtain such license shall be paid by Xerox) and the parties\nare unable to reasonably design around such patent(s);\n\nthen the parties shall meet to further work in good faith to resolve this\nproblem. In the event such resolution cannot be achieved within one (1) month\nafter the parties first met to further work to try to resolve the problem, such\npatent(s) shall be excluded from the indemnity provided by Xerox in this Section\n7.2 as it applies to the JetFax Product; however, in such event JetFax shall\nhave the option to negotiate with Xerox (and Xerox will negotiate in good faith)\nfor a lower Supply Agreement Article 4 price and\/or cancel its JetFax Product\nactivities.\n\n7.3  (a) JetFax Indemnity.  Subject to the terms hereof, JetFax agrees to\n         ----------------                                                \nindemnify, defend and hold Xerox harmless from and against any claim or suit\nalleging that the Software and\/or the Hardware Designs provided by JetFax\npursuant to this Agreement when used for their intended purposes in conjunction\nwith any of the following items made by or for, Xerox: the Product, the JetFax\nProduct, or any Derivative Product, infringes the patent rights, copyrights or\nother proprietary rights of any third party ; provided that (i) Xerox notifies\nJetFax in writing within fifteen (1 5) business days of any claim, (ii) JetFax\nhas sole control of the defense and all related settlement negotiations and\n(iii) Xerox provides JetFax with the assistance, information and authority\nnecessary to perform the above.  Notwithstanding the foregoing, JetFax shall\nhave no liability hereunder for any claim or suit based on (i) modifications or\nother alterations made to the Software or the Hardware Designs by a party other\nthan by or for JetFax (other than by Xerox or Xerox Affiliates) or the\ncombination, operation or use of the Software or the Hardware Designs with other\nhardware or software not furnished or developed by or for JetFax (other than by\nXerox or Xerox Affiliates) if such infringement would have been avoided by the\nuse of the Software and the Hardware Designs without such modification or\nalteration or without such other hardware or software or (ii) any Software\nrelated to the User Interface (as included in the Xerox Deliverables) or (iii)\ninfringement of any proprietary rights of third parties to the extent and for\nthe time period and activities such proprietary rights are licensed to Xerox\n(but JetFax shall reimburse Xerox for any reasonable per unit royalties Xerox is\nobligated to pay and does pay for such license(s) to the\n\n15\n\n\n \nextent Xerox incurs greater cost under such license(s) dub to purchase of units\nby JetFax under the Supply Agreement).  In the event that the Software or the\nHardware Designs are the subject of a claim of infringement, JetFax may at its\noption and expense (i) modify the same to be non-infringing or (ii) obtain for\nXerox a license (and any royalties required to obtain such license shall be paid\nby JetFax) to continue using the same.  The provisions of this Section 7.3 state\nthe entire liability and obligations of JetFax and the exclusive remedy of Xerox\nwith respect to any infringement or alleged infringement of proprietary rights\nby the Software or the Hardware Designs.  Except as set forth herein, JetFax\nassumes no liability for, and expressly disclaim,.,, any liability with respect\nto, any infringement or alleged infringement of any proprietary rights by the\nSoftware or the Hardware Designs.\n\n(b)  JetFax Right to Use Study.  JetFax may conduct a right to use study with\nrespect to the JetFax Deliverables when used in conjunction with the Product.\nIf:\n     (i)  prior to one (1) month after the design of the Product is fixed by\n          Xerox and that fact is disclosed by Xerox to JetFax (and Xerox\n          shall promptly disclose such fact to JetFax) along with Product\n          information reasonably needed by JetFax to conduct its right to\n          use study (and Xerox shall promptly disclose such information to\n          JetFax);\n\n     (ii) JetFax identifies unlicensed third party patent(s) which JetFax\n          reasonably believes will be infringed by use by or for Xerox or\n          its customers of the JetFax Deliverables when used in conjunction\n          with the Product and JetFax clearly identifies in writing\n          (including patent or application numbers and issue or filing\n          dates respectively) to Xerox any such patent(s);\n\nthen the parties agree as follows.  If JetFax is unable to promptly obtain a\nlicense under such patents on reasonable terms (and any royalties or other\npayments required to obtain such license shall be paid by JetFax) and the\nparties are unable to reasonably design around such patent(s); then the parties\nshall meet to further work in good faith to resolve this problem.  In the event\nsuch resolution cannot be achieved within one (1) month after the parties first\nmet to further work to try to resolve the problem, such patent(s) shall be\nexcluded from the indemnity provided by JetFax in this Section 7.3 as it applies\nto the Product; however in such event Xerox shall have the option to negotiate\nwith JetFax (and JetFax will negotiate in good faith) for a lower Section 6.2\nroyalty and\/or cancel its Product activities.\n\n7.4  Xerox for the Xerox Deliverables (excluding the Printer Mechanism and\nthe JetFax Cartridge), and JetFax for the JetFax Deliverables, shall promptly\nidentify to the other party any third party patents known by Xerox for its\nDeliverables and known by the President and\/or CEO of JetFax for its\nDeliverables to cover such Deliverables.  Each party has disclosed to the other\nprior to the Effective Date all such patents known prior to the Effective Date.\n\n8.   CONFIDENTIALITY\n\n8.1  Each party's information disclosed to the other party pursuant to this\nAgreement shall be governed by the terms of the \"CONFIDENTIAL DISCLOSURE\nAGREEMENT\" (the \"CDA\") between the parties attached as Exhibit G and\n\n16\n\n\n \nwhich is entered into and effective as of the Effective Date of this Agreement.\n\n8.2  The provisions of the CDA are hereby adopted by the parties and shall\nremain in full force and effect as a part of this Agreement as though fully set\nforth herein.\n\n8.3  Without limitation to any other provision of this Agreement, the CDA\nreferred to in Section 8.1 applies to all source code and supporting\ndocumentation including concepts and algorithms embedded in the source code.  In\naddition, Xerox agrees not to make available any part of any program listing\nobtained pursuant to Section 2.5 of this Agreement to a third party within the\nmeaning of the CDA unless that part of the program listing is subject to one or\nmore provisions of CDA clause 3. (a) - (0, notwithstanding the fact that the\nperiod for this obligation may extend beyond the 3.5 years of the CDA.\n\n8.4  This Agreement shall be deemed Confidential Information and shall not\nbe disclosed to third parties other than as provided in Section 14.18 of this\nAgreement.\n\n9.   PROPRIETARY RIGHTS NOTICES\n\nThe Product shall bear any and all reasonable and customary proprietary rights\nnotices associated with or carried by any of the Deliverables.  Neither party\nwill remove, cover or deface any such proprietary rights notices.\n\n10   TERM\n\nThis Agreement will commence on the Effective Date and will continue to be in\nforce and effect until such time as it is otherwise terminated as herein\nprovided.\n\nII.  TERMINATION\n\n11.1      Termination for Cause By Either Party.  Either party may terminate\n          -------------------------------------                             \nthis Agreement:\n\n(a)  Upon sixty (60) days written notice to the other party in the event the\nother party breaches any of its material obligations hereunder and fails to cure\nsame during the notice period, or if it is not reasonable to expect such a cure\nwithin that period, does not take effective action within such period to\npromptly cure the material breach; or\n\n(b)  Upon sixty (60) days written notice to the other party in the event a\npetition in bankruptcy or similar debtor protection law is filed by or against\nthe other party, or if the other party makes an assignment for the benefit of\ncreditors, or a receiver is appointed, and such events are not discontinued,\nvacated or terminated during the notice period;\n\n11.2   Effect of Termination.\n       --------------------- \n(a)  The licenses set forth in Section 5.1 (t)) hereof are perpetual (and shall\nsurvive a termination under Section 11.1 of this Agreement), subject, however,\nto the royalty obligations of Section 6.2 hereof and all title and\nconfidentiality provisions of this Agreement, provided, however, that the\nlicenses set forth in\n\n17\n\n\n \nSection 5.1 (b) are subject to termination upon sixty (60) days written notice\nfrom JetFax to Xerox in the event Xerox breaches any of its material obligations\nwith respect to such royalty, title or confidentiality provisions as they apply\nto such licenses and fails to cure the same during such sixty (60) day notice\nperiod, or if it is not reasonable to expect such a cure within that period,\ndoes not take effective action within such period to promptly cure the material\nbreach.\n\n(b)  Upon termination of this Agreement each party shall return to the other\nparty all unlicensed confidential or proprietary information of the other party\nand shall make no other or further use of such unlicensed information.\n\n\n12.  RIGHT TO DEVELOP INDEPENDENTLY\n\nNothing in this Agreement will impair either party's right to acquire, license,\ndevelop, manufacture or distribute for itself, or have others develop,\nmanufacture or distribute for it, similar technology performing the same or\nsimilar functions as the technology contemplated by this Agreement except as\nprovided in Sections 5 and 8, or to market and distribute such similar\ntechnology or products.\n\n\n13.  DISCLAIMER OF CONSEQUENTIAL DAMAGES AND IMPLIED WARRANTIES\n\nIn no event shall either party be liable to the other for any indirect, special,\nincidental or consequential damages for breach of or failure to perform under\nthis Agreement, even if that party has been advised of the possibility of such\ndamages. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 OR IN THE SUPPLY\nAGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR\nIMPLIED, WITH RESPECT TO ANY DELIVERABLE OR OTHERWISE, INCLUDINIG WITHOUT\nLIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR\nPURPOSE, TECHNICAL PERFORMANCE, OR COMMERCIAL SUCCESS AND HEREBY DISCLAIMS ALL\nSUCH OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED EITHER IN THIS AGREEMENT OR\nTHE SUPPLY AGREEMENT, NEITHER PARTY ASSUMES ANY RESPONSIBILITIES WHATEVER WITH\nRESPECTTOTHE DEVELOPMENT, MANUFACTURE , USE, SALE, LEASE, OR OTHER DISPOSITION\nBY THE OTHER PARTY OR ITS VENDEES OF PRODUCTS INCORPORATING DELIVERABLES\nLICENSED OR PROVIDED UNDER THIS AGREEMENT OR THE SUPPLY AGREEMENT.\n\n14.  GENERAL\n\n14.1 Force Majeure.  Neither party shall be liable for any failure or\n     -------------\ndelay in its performance under this Agreement due to causes which are beyond its\nreasonable control, including, but not limited to, acts of God, acts of civil or\nmilitary authority, fires, epidemics, floods, earthquakes, riots, wars,\nsabotage, labor shortages or disputes, and governmental actions; provided that\n(a) the delayed party: (i) gives the other party written notice of such cause\npromptly, and in any event within fifteen (15) days of discovery thereof; and\n(II) uses its reasonable efforts to correct such failure or delay in its\nperformance, and (b) the delayed party's time for performance or cure under\nthis Agreement shall be\n\n18\n\n\n \nextended for a period equal to the duration of the cause or sixty (60) days,\nwhichever is less.\n\n14.2 Relationship of Parties.  Xerox and JetFax are independent\n     -----------------------                                   \ncontractors.  Neither company nor its respective employees, consultants,\ncontractors or agents are agents, employees or joint venturers of the other, nor\ndo they have any authority to bind the other by contract or otherwise to any\nobligation.  They will not represent to the contrary, either expressly,\nimplicitly, by appearance or otherwise.  Each party will determine, in its sole\ndiscretion, the manner and means by which the Services are accomplished, subject\nto the express condition that each party will at all times comply with\napplicable law.\n\n14.3 Use of Name.  Neither party will, without first obtaining the others\n     -----------                                                        \nprior written consent, be entitled to use the name of the other party in\npromotional, advertising and other materials other than as provided in Section\n14.18 of this Agreement.\n\n14.4 Personnel.  The respective employees, consultants, contractors and\n     ---------                                                         \nagents of each party will observe the working hours, working rules and holiday\nschedule of the other while working on the other's premises.\nNotwithstanding the foregoing, employees of a party shall be and remain\nemployees of that party and shall not be deemed or claim to be employees of the\nother party even when working on such other party's premises.\n\n14.5 Employment Taxes and Benefits.  Each party shall be responsible for\n     -----------------------------                                      \nany and all employment taxes and benefits payable to its employees,\nrepresentatives, contractors, subcontractors and other engaged by it to perform\nServices hereunder and in no event shall either party look to the other for such\npayments.\n\n14.6 Other Tax Implications.  The purpose of development of the\n     ----------------------                                    \nDeliverables under this Agreement is to demonstrate that the Product developed\nhereunder will conform to the Specifications.  The Deliverables have no\nintrinsic value as an item.  As such, no value added, sales, or use taxes have\nbeen assessed or are anticipated to be required as a result of the Services\nperformed under this Agreement.\n\n14.7 Export Controls.  Both parties shall comply with all applicable United\n     ---------------                                                       \nStates laws and regulations respecting the export, directly or indirectly, of\nany technical data acquired from the other under this Agreement or any Product\nor Deliverables utilizing any such data.\n\n14.8 Assignment.  Except as expressly provided herein, neither party may\n     ----------                                                        \nassign or delegate this Agreement, or any of its respective rights or\nobligations hereunder without the prior written consent of the other party\nhereto; PROVIDED, however, that JetFax may, without Xerox' consent, assign or\ndelegate this Agreement and JetFax's rights and obligations hereunder to any\nsuccessor in interest to JetFax in connection with any sale or transfer of all\nor substantially all of its assets or upon any merger, consolidation, or\ndissolution.  Either party may, from time to time and upon prior written notice\nto the other party, subcontract with one of its subsidiaries for the performance\nof certain obligations under this Agreement, provided that-the party so\nsubcontracting shall remain fully liable for\n\n19\n\n\n \nperformance of its obligations hereunder.  Any attempted assignment in violation\nof the provisions of this Section 14.8 shall be void and without force or\neffect.  In the event of a permitted assignment hereunder, this Agreement or the\napplicable provisions shall be binding upon the successors, executors, and\nassigns of the parties hereto.\n\n14.9  Applicable Law.  This Agreement shall be governed by and construed in\n      --------------                                                       \naccordance with the laws of the State of New York, U.S.A. without giving effect\nto the principles of conflicts of law thereunder.\n\n14.10 Severability.  If for any reason a court of competent jurisdiction\n      ------------                                                      \nfinds any provision of this Agreement, or portion thereof, to be unenforceable,\nthat provision of the Agreement shall he enforced to the maximum extent\npermissible so as to effect the intent of the parties, and the remainder of\nthis Agreement shall continue in full force and effect.\n\n14.11 Notices.  All notices required or permitted under this Agreement shall\n      -------\nbe in writing, reference this Agreement and be deemed given when: (i) delivered\npersonally; (ii) when sent by confirmed telex or facsimile; (iii) five (5) days\nafter having been sent by registered or certified mail, return receipt\nrequested, postage prepaid; or (iv) one (1) day after deposit with a commercial\novernight carrier, with written verification of receipt.  All communications\nwill be sent to the addresses set forth below.  Either party may change its\naddress by giving notice pursuant to this Section 14.1 1.\n\nJetFax:                                Xerox:\n-------                                -------\nMr. Rudy Prince                        Richard D. Bliss\nPresident, Jet Fax, Inc.               Manager, Facsimile Products\n1376 Willow Road                       1301 Plideview Drive\nMenlo Park, California 94025           Building 100, Lewisville, Texas 75075\n\nWith a copy to:\nClifford S. Robbins, Esq.\nGeneral Counsel Associates 1891 Landings Drive\nMountain View, California 94043\n\nWith a copy to:\nLouis Faber, Esq.\nXerox Corp. Office of General Counsel\nXerox Square 21 D\nRochester, New York 14644\n\n14.12  No Waiver.  Failure by either party to enforce any provision of this\n       ---------                                                            \nAgreement shall not be deemed a waiver of future enforcement of that or any\nother provision.\n\n14.13  No Rights in Third Parties.  This Agreement is made for the benefit of\n       --------------------------                                            \nXerox and JetFax and not for the benefit of any third parties.\n\n14.14  Counterparts.  This Agreement may be executed in one or more\n       ------------                                                \ncountereach of which shall be deemed an original, but collectively shall\nconstitute but one and the same instrument.\n\n14.15  Headings and References.  The headings and captions used in this\n       -----------------------                                         \nAgreement are used for convenience only and. are not to be considered in\nconstruing or\n\n20\n\n\n \ninterpreting this Agreement.\n\n14.16  Construction.  This Agreement has been negotiated by the parties and\n       ------------                                                        \ntheir respective counsel.  This Agreement will be fairly interpreted in\naccordance with its terms and without any strict construction in favor of or\nagainst either party.\n\n14.17  Trademark Usage.  Neither party shall make any use of any trademark,\n       ---------------                                                     \nservice mark or trade name of the other in connection with its advertising,\npromotional material or packaging for the Product without first obtaining the\nother party's written consent.\n\n14.18  Non-Publicity.  Neither party shall directly or indirectly, without\n       -------------                                                      \nthe prior written consent of the other party, such consent not to be\nunreasonably withheld, make any news release or public announcement or other\npublic disclosure regarding this Agreement or the existence thereof.\nNotwithstanding the foregoing, JetFax shall be free to make disclosures to its\nshareholders, directors, officers, employees, attorneys, accountants and other\nprofessional representatives of JetFax and to Ailicec and as necessary or\nappropriate for compliance with federal or state securities laws and\nregulations.  It is JetFax's intent to make confidential factual disclosures, in\naccordance with the terms and conditions of this Section 14.18, to, a limited\nnumber of potential lenders, investors and underwriters.  Neither party shall\ndisclose information with respect to the other's confidential business plans.\n\n\n14.19  Complete Agreement.  This Agreement, including all Exhibits, together\n       ------------------ \nwith the Supply Agreement constitutes the entire agreement between the parties\nwith respect to the subject matter hereof, and supersedes and replaces all prior\nor contemporaneous understandings or agreements, written or oral, regarding such\nsubject matter.  No amendment to or modification of this Agreement shall be\nbinding unless in writing and signed by duly authorized representatives of both\nparties.  To the extent any terms and conditions of this Agreement conflict with\nthe terms and conditions of any invoice, purchase order or purchase order\nacknowledgement placed hereunder, the terms and conditions of this Agreement\nshall govern and control.\n\n14.20  Survival.  The provisions of Sections 5.1(b) (first sentence only),\n       --------\n5.1(c), 5.1(d) (last sentence of the first paragraph only), 5.2, 8, 11.2, 12 and\n13 shall survive the expiration or termination of this Agreement for any reason.\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by\ntheir duly authorized representatives.\n\nJETFAX, INC.\n\nBY: \/s\/ Rudy Prince\nNAME: Rudy Prince\nTITLE: President\n\nXEROX CORPORATION\n\nBY: \/s\/ Richard Bliss\nNAME:  Richard Bliss\nTITLE: Manager, Facsimile Products\n\n21\n\n\n \nDEVELOPMENT AGREEMENT\n\nLIST OF EXHIBITS\n----------------\n\nA              JetFax Deliverables\n\nA - 2          Milestone Schedule\n\nB              Xerox Deliverables\n\nC              Xerox Product Performance Specification\n\nD              Project Schedule\n\nE              Customer and Service Documentation Deliverables\n\nF              Acceptance Test Procedures\n\nG              Confidential Disclosure Agreement\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\n\nExhibit A\n\nDevelopment Agreement\nJetFax Deliverables\n-------------------\n\nJetFax shall provide the following deliverables in accordance with the defined\nparameters for quality.\n\n[*- 3 pages redacted]\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nExhibit A-2\n\nDevelopment Agreement\n\nMilestone Schedule\n------------------\n\n                             [*- 4 pages redacted]\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nExhibit B\n\nDevelopment Agreement\nXerox Deliverables\n------------------\n\nXerox shall provide the following deliverables:\n\n[* - the page following this is also redacted]\n\n\n\n \nEXHIBIT C\n\nDEVELOPMENT AGREEMENT\nXEROX PRODUCT PERFORMANCE SPECIFICATION\n---------------------------------------\n\nBecause of its size this exhibit is not included with each copy.  Please see\nXerox specification 156PO6328.\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nExhibit D\n\nDevelopment Agreement\nProject Schedule\n----------------\n\n\nItem                                          Date[*]\n----                                          -------\n\n[* - the page following this is also redacted]\n\n\n\n\n \nExhibit E\n\nDevelopment Agreement\n\nCustomer and Service Documentation Deliverables\n-----------------------------------------------\n\nXerox will provide a Globalview electronic version and one set of repro masters\nfor the Xerox HQ 310 multifunction device.  The electronic data base will be\ndeveloped on the 6085 and 6540 using Xerox Globalview.  Electronic art will be\ngenerated using Pro Illustrator and scanned (XPIW) documents.  Deliverables will\ninclude the following items.  Exceptions to the following deliverables will be\nconsidered billable activities and will be charged on a time and material basis.\n\nINSTALLATION INSTRUCTIONS\n-------------------------\n\nThe Xerox HQ 310 Installation instructions will step the user through the\nprocedure to unpack and connect the Xerox HQ 310 to a computer to function as a\nprinter and to a telephone line to function as a Fax machine.\n\nUSER GUIDE\n----------\n\nThe Xerox HQ 310 user guide will provide step by step procedures on the machine\noperation both as a printer and a Fax machine.\n\nQUICK REFERENCE GUIDE\n---------------------\n\nA Quick Reference guide will provide abbreviated procedures on the commonly used\nfeatures.  It is designed for the user that is familiar with the machine.  The\nQuick Reference Guide may be part of the user guide or may be a separate item.\n\nSERVICE MANUAL\n--------------\n\nThe Xerox HQ 310 Service Manual is a multinational document designed to support\nXerox Operating Companies and their target population.  Fault isolation\nprocedures in the form of System Checks and Raps provide step by step procedures\nto isolate a faulty component at the spared level.  Removal and replacement\nprocedures give detailed instruction as to spared level parts replacement.\nAdjustment, procedures, if required, will follow the removal and replacement\nprocedures.  Parts identification to the spared level is provided by exploded\nview drawings.  Connector and wiring information is also contained in the\nservice manual.  The service manual is designed for use by a Xerox trained\nService Representative.\n\nSTUDENT GUIDE\n-------------\n\nThe Xerox HQ 310 Student guide consists of several training modules written in\nthe Criterion Referenced Instruction format.     The student guide provides\nspecific product training on the HQ 310.  The Student Guide is self paced with\ntypically only minor intervention required of the Instructor or course monitor.\n\nINSTRUCTORS GUIDE\n-----------------\nThe Xerox HQ 31 0 Instructor Guide provides direction to the instructor or\ncourse monitor as to the activities and interaction required during the training\nsession.\n\nTRANSLATIONS\n------------\n\nXerox will make available to JetFax all translations which have been\naccomplished.  The translations will be in either hard copy or in electronic\nform using Xerox Global View.\n\n\n \nEXHIBIT F\n\nDevelopement Agreement\n\nAcceptance Testing\n------------------\n\nXerox shall conduct acceptance testing of Tejas in accordance with the\nfollowing.\n\n[*- 3 PAGES REDACTED]\n---------------------\n\n\n \nEXHIBIT G\n\nDEVELOPMENT AGREEMENT\n\nCONFIDENTIAL DISCLOSURE AGREEMENT\n---------------------------------\n\nXerox Corporation (Xerox) of Stamford, Connecticut. and JetFax, Inc. (JetFax),\nof Menlo Park, CA, the parties to this Agreement, hereby agree as follows:\n\n1.   To further the business relationship between the parties, and to\nenable the parties to jointly develop a new facsimile product, HQ31 0, it is\nnecessary and desirable that each party disclose to the other Confidential\nInformation relating to this project.\n\n2.   The receiving party shall not communicate the disclosing party's\nConfidential Information'(all information relating to this project and disclosed\nto the receiving party for which the obligations of this Paragraph 2 have not\nbeen terminated by operation of Paragraph 3 hereof to any third party and shall\nneither, use the disclosing party's Confidential Information nor circulate it\nwithin its own organization except to the extent necessary for the joint\ndevelopment of the HQ310 or for any purpose the disclosing party may hereafter\nauthorize in writing or authorizes pursuant to the terms of a Development\nAgreement or a Supply Agreement to which this Confidential Disclosure Agreement\nis an Exhibit.  Disclosures to the receiving party's subsidiaries and affiliates\nand consultants and suppliers and software developers so long as these entities\nare similarly bound shall not be considered disclosure to a third party within\nthe meaning of the previous sentence.\n\n3.   The obligations of Paragraph 2 hereof shall terminate with respect to\nany particular portion of the disclosing party's Confidential Information that:\n\n(a)  was in the public domain at the time of disclosing party's communication\nthereof to receiving party,\n\n(b)  entered the public domain through no fault of receiving party subsequent to\nthe time of disclosing party's communication thereof to receiving party,\n\n(c)  was in receiving party's possession free of any obligation of confidence at\nthe time of disclosing party's communication thereof to receiving party,\n\n\n \n(d)  was rightfully communicated to receiving party free of any obligation of\nconfidence subsequent to the time of disclosing party's communication thereof to\nreceiving party,\n\n(e)  was developed by employees or agents of receiving party independently of\nand without reference to any disclosing party Confidential Information,\nwhen it is communicated by disclosing party to a third party free of any\nobligation of confidence; or,\n\n(g)  in any event, 3.5 years after the Effective Date as defined in the parties'\nDevelopment Agreement.\n\nWhen and to the extent the obligations of Paragraph 2 shall not apply to a\nparticular portion of Information because of the operation of Paragraph 3\nhereof, such Information is no longer Confidential Information hereunder.\n\n4.   All materials including, without limitation, documents, specifications,\ndrawings, software, models, apparatus, sketches, designs, and lists furnished to\nreceiving party by disclosing party and which are designated in writing to be\nthe property of the disclosing party shall remain the property of disclosing\nparty and shall be returned to disclosing party promptly at its request with all\ncopies made thereof except as disclosing party may otherwise agree in writing or\nhas otherwise agreed pursuant to the terms of the Development Agreement or\nSupply Agreement to which this CDA is an exhibit.\n\n5.   This Agreement shall govern all communications between the parties,\nrelating to the subject matter of this Agreement that are made from July 7th,\n1993.\n\n6.   Communications from disclosing party to personnel and authorized\nrepresentatives of receiving party shall not be in violation of' the proprietary\nrights of any third party.\n\n7.   This Agreement shall be construed in accordance with the laws of the State\nof New York.\n\n8.   This Agreement replaces the CONFIDENTIAL DISCLOSURE AGREEMENT between\nthe parties signed by Xerox on 7\/15\/93 and BY JetFax on 7\/19\/93.\n\n\n \nXerox Corporation              JetFax, Inc.\n\nBy \/s\/ Richard Bliss           By \/s\/ Rudy Prince\nRichard Bliss                  Rudy Prince\n\nManager, Facsimile Products    President\n\n\n\n\n<type>EX-10.35\n\n<sequence>7\n\n<description>FACSIMILE PRODUCT DEVELOPMENT AGREEMENT- 11\/23\/94\n\n\n\n\n \n                                                                   EXHIBIT 10.35\n                                    REDACTED\n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nFACSIMILE PRODUCT DEVELOPMENT AGREEMENT\nBY AND BETWEEN\nJETFAX, INC.  AND XEROX CORPORATION\n\n\n\nThis Facsimile Product Development Agreement (the \"Agreement\") is entered into\nand is effective as of November 23, 1994 (the \"Effective Date\"), by and between\nJetFax, Inc., a Delaware Corporation having its principal place of business at\n1376 Willow Road, Menlo Park, California 94025 (\"JetFax\"), and Xerox\nCorporation, a New York corporation having its principal place of business at\n800 Long Ridge Road, Stamford, Connecticut 06904-1600 (\"Xerox\").\n\nWHEREAS, JetFax desires, upon the terms and conditions set forth in this\nAgreement, to perform certain Services and provide certain Hardware Designs,\nBill of Materials and Source List and Software (as hereinafter defined); and\n\nWHEREAS, Xerox desires to perform certain Services as more fully set forth\nherein;\n\nNOW, THEREFORE, it is agreed by and between the parties as follows:\n\nAGREEMENT\n1.        DEFINITIONS\n\n1.1       \"Acceptance\" shall mean the date of acceptance pursuant to Section\n4.2(c) hereof.\n\n1.2       \"Bill of Materials and Source List\" shall mean the identification by\nmanufacturer and model of certain components and the source from which such\ncomponents compliant with the Specifications may be obtained.\n\n1.3       \"Errors\" shall mean: (i) reproducible defects in any Deliverable which\ncauses it not to function in conformance with the Specifications, and (ii)\nSoftware miscoding which results in the Software failing to function in\nconformance with the Specifications, if such failure is reproducible.\n\n1.4       \"Hardware Designs\" shall mean those [*].\n\n1.5       \"JetFax Deliverables\" shall mean, collectively or individually, JetFax\ndeveloped Software, Hardware Designs, and Bill of Materials and Source List.  A\nmore detailed description of the JetFax Deliverables and the requirements for\nsame are set forth in Exhibit A to this Agreement.\n\n1\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\n1.6       \"Product\" shall mean the [*].\n\n1.7       \"Project Schedule\" shall mean the schedule of events and coordinate\ntime for the parties' performance under this Agreement, as set forth in Exhibit\nD.\n\n1.8       \"Services\" shall mean the work and labor necessary for the performance\nof the respective obligations of the parties to this Agreement.\n\n1.9       \"Software\" shall mean software object code, as set forth in Exhibit A,\ndesigned in accordance with the Specifications.\n\n1.10      \"Specifications\" shall mean the engineering, operational and\/or\nfunctional descriptions, details and requirements for the Product and the\nSoftware and Hardware Designs, as set forth in Exhibits A and B as the same may\nbe modified as provided herein.  Included are any standards for performance or\noperation of the item to which such Specifications pertain.\n\n1.11      \"User Interface\" shall mean a [*].\n\n1.12      \"Xerox Affiliates\" shall mean Xerox Canada, Inc., Rank Xerox Ltd., \nFuji Xerox Ltd., and any subsidiary or affiliate at least 40% of the ownership\nof which is held directly or indirectly by Xerox, Xerox Canada Inc., Rank Xerox\nLtd., or Fuji Xerox Ltd.\n\n1.13      \"Xerox Deliverables\" shall mean [*].\n\n2.             SCOPE OF WORK\n\n2.1            Services. Upon the terms and conditions set forth in this\n               Agreement, jetfax and Xerox agree to perform the Services in\n               accordance with Exhibits A and B, respectively. Each party will\n               be responsible for obtaining all the technology, labor, material,\n               tooling and facilities necessary for the completion of its\n               portion of the Services, except as otherwise set forth in this\n               Agreement.\n\n2.2            Progress Reports.\n               Each party hereto shall provide the other\n               party with progress reports, as reasonably requested by the other\n               party, starting after the Effective Date and ending on the date\n               of\n\n2\n\n\n \nAcceptance.  Each report shall be in such form and contain such information as\nmay be mutually agreed by the parties, including but not limited to, progress to\ncurrent scheduled milestones, description of any problems in meeting milestone,\nand if problems, proposed recovery methods.\n\n2.3       Agency Approvals.         The parties agree that JetFax shall be\n          ----------------                                                \nresponsible for any and all engineering and development work with respect to the\nJetFax Deliverables necessary for obtaining any required governmental or\nnecessary private agency approvals or certifications for the Product (such as,\nby way of example and not limitation, Underwriter's Laboratories, CSA, U.S.\nF.C.C. regulations parts 15 and 68) in the United States and Canada.  The actual\ncosts (including protesting consultant fees and expenses and testing costs and\nexpenses) and filing fees for the submission for such approvals in the United\nStates and Canada and such other jurisdictions as the parties mutually agree in\nwriting they shall enter are to be borne by Xerox.  In addition to the\nforegoing, for the period ending on the date that is 24 months from the\nEffective Date, JetFax agrees to use its reasonable efforts to design the JetFax\nDeliverables to meet the agency approval requirements of other jurisdictions.\nJetFax further agrees to use its reasonable efforts to provide design services\nwith respect to the JetFax Deliverables, after such 24 month period, if\nnecessary in conjunction with any changes required by jurisdictions in which\nagency approvals have been obtained during such 24 month period.  In order for\nJetFax to perform its reasonable efforts obligations hereunder, Xerox shall\nprovide JetFax with customary English language summaries of the specifications\nof each individual jurisdiction's requirements where agency approval is to be\nsought.  Xerox shall provide all reasonable assistance to Jet Fax for obtaining\napprovals and certifications, including use by JetFax of any relevant testing,\ntest results, documents, applications and approvals and certificates with regard\nto the Product.  Xerox shall bear f he cost of any JetFax travel, lodging and\nrelated expenses incurred in support of approval activities in connection with\nthe Product.  Except as set forth above, all costs for agency approvals for\nother jurisdictions shall be borne fully by the party seeking such approvals,\nunless otherwise mutually agreed.  If is further agreed that after such 24 month\nperiod, JetFax agrees to provide such design services as may be requested by\nXerox to meet the requirements of any jurisdiction.  Xerox agrees to compensate\nJetFax at customary rates for such design services rendered after the end of\nsuch 24 month period.\n\n2.4       Bill of Materials and Source List Approval.  The Bill of Materials and\n          ------------------------------------------                            \nSource List shall be subject to review and approval by Xerox, and all component\nvendors providing materials set forth on the Bill of Materials shall be subject\nto qualification as a vendor to Xerox under Xerox standards for vendor\ncertification then in effect.  Such approval shall not be unreasonably withheld.\nXerox reserves the right to make final selection of component vendors.\nNotwithstanding anything to the contrary contained herein, neither\n\n3\n\n\n \nsuch Xerox approval nor such vendor qualification shall be a basis for any\nrejection pursuant to Section 4.2(a) or Section 4.3, or condition precedent to,\nor a basis for any delay in, Acceptance hereunder and any component vendor\napproved and\/or qualified by Xerox under or in connection with the Facsimile\nProduct Development Agreement between the parties dated as of June 9, 1994 shall\nbe deemed to be approved and qualified by Xerox hereunder.\n\n2.5       Software.Etc. Escrow.  Promptly after the Effective Date, JetFax shall\n          --------------------                                                  \nplace with an independent third party escrow agent acceptable to Xerox one\ncomplete set, under seal, of source code, object code and supporting\ndocumentation for any and all Software, ASICS, FPGAS, and any other programmable\ndevices (including their schematic capture and VHDL files, their ACTEL files,\ntest patterns and test parameters and timing diagrams, to the extent available\nto JetFax, used to confirm the d6sign) included in the JetFax Deliverables (the\n\"Escrowed Materials\").  The Escrowed Materials shall be retained in strict\nconfidence by the chosen escrow agent under the terms of the escrow agreement\n(which escrow agreement shall be mutually acceptable to both JetFax and Xerox\nand consistent with the terms of this Section 2.5) and the escrow agent shall\nnot disclose the Escrowed Materials to Xerox except pursuant to this Section\n2.5. All costs associated with the escrow, including any fees of the escrow\nagent, shall be borne by Xerox.  In the event one of f he events set forth below\noccurs, Xerox may, at its option, notify the escrow agent of such event and\nrequest the release of the Escrowed Materials to Xerox.  Xerox shall\nsimultaneously notify JetFax pursuant to Section 14.11 of this Agreement of such\nnotification to the escrow agent, specifying the basis upon which such request\nfor the release of the Escrowed Materials is based.  In addition, the escrow\nagent shall notify JetFax of the Xerox request for the release of the Escrowed\nMaterials.  The escrow agent shall, only after fen (10) calendar days have\npassed from the date Xerox' notice to JetFax hereunder is given (pursuant to\nSection 14.11 of this Agreement), release the Escrowed Materials to Xerox unless\nsuch action is prohibited by order of a court of competent jurisdiction.  The\nonly events which shall entitle Xerox to request the release of the Escrowed\nMaterials are as follows: (i) JetFax ceases to support and maintain the Software\nand Hardware Designs as required pursuant to the terms of Section 4.4 of this\nAgreement and such failure remains uncured for a period of sixty (CO) days offer\nwritten notice thereof from Xerox, or (ii) the specified items of the Software\nor Hardware Designs listed on the Project Schedule to be performed by JetFax\nfail to be accepted pursuant to Section 4.2(a) and (b) within ninety (90) days\nof the applicable Milestone Dates therefore set forth in the Project Schedule\ndue primarily to the failure of JetFax to perform its obligations under this\nAgreement, or (iii)JetFax grants its prior written consent to such release, or\n(iv) a Petition is filed by or against JetFax under Chapter 7 of the Bankruptcy\nAct of the United States and such Petition is not discontinued, vacated or\nterminated within sixty (60) days.  Xerox\n4\n\n\n \n          shall use such released Escrowed Materials solely for the purpose of\nmaintenance and support of the Product or, in the event subparagraph (ii) of\nthis Section 2.5 shall occur, for the purpose of maintenance, support and\nproduction and Xerox completion of development of the Product and for the uses\nstated in the second paragraph of Section 5.1 (b). Any Xerox use of the Escrowed\nMaterials will be subject at all times to the terms and conditions of this\nAgreement. JetFax agrees to update and maintain monthly the Escrowed Materials\nheld in safekeeping by the selected Escrow Agent to reflect all changes made to\nthe Escrowed Materials pursuant to the terms of this Agreement.\n\n\n\n3.        DESIGN REVIEW AND SPECIFICATION CHANGES\n\n3.1       Design Review.  The parties agree to promptly meet at the request of\n          -------------                                                       \neither party with respect to any material issues a party may have with the\nperformance of the other party of its obligations under this Agreement.\n\n3.2       Changes to the Specification.  Each party is entitled to request\n          ----------------------------                                    \nmodifications in the form of changes or additions to the Specifications at any\ntime during the term of this Agreement.  Such requests shall be submitted in\nwriting, and shall not be deemed or considered binding unless accepted by the\nother party in writing.  If any such modification of the Specifications is\nagreed, the parties will negotiate an equitable adjustment to the Agreement,\nincluding the apportionment of any additional development, testing or tooling\ncosts.  Upon mutual agreement to any change to the Specifications, both parties\nwill proceed with the implementation of the prescribed changes, and the\nSpecifications and other Exhibits to the Agreement shall be modified accordingly\nto reflect such agreed upon changes.\n\n3.3       Modification to Specifications.  JetFax and Xerox agree that upon\n          ------------------------------                                   \nacceptance of each Deliverable pursuant to Section 4.2 and upon Acceptance the\nSpecifications shall be modified as necessary to conform to the Deliverables, as\naccepted, excepting mutually agreed (in writing) deviations from the\nSpecification which require additional development work to achieve conformance\nto the Specification.  After and upon acceptance of each Deliverable pursuant to\nSection 4.2 and after and upon Acceptance, the term \"Specifications\" as used\nherein shall refer in all cases to the Specifications as so modified.\n\n4.        DELIVERABLES AND DELIVERY; ACCEPTANCE; AND REJECTION\n\n4.1       Deliverables..             Xerox and JetFax agree to use reasonable\n          -------------                                                        \nefforts to perform their respective Services and deliver their respective\nDeliverables in accordance with the Project Schedule (Exhibit D). Each party's\nobligation shall be contingent\n\n5\n\n\n \nupon the other party successfully providing any prerequisite Deliverable (as\nspecified in the Project Schedule) in a timely fashion in accordance with the\nSpecifications for same.  All Deliverables shall be delivered by the times set\nforth in the Project Schedule and stated dates are date of delivery unless\notherwise specified.  The parties shall use such Deliverables for testing and\nacceptance and marketing purposes only and shall not sell, lease or transfer the\nsame to any third party.\n\n4.2       Acceptance.\n          ---------- \n\n(a)  Each party, with the reasonable assistance of the other party if requested,\n     will examine and test each respective Deliverable (and\/or item thereof) as\n     specified on the Project Schedule of the other party upon delivery.  Each\n     receiving party shall, as soon as reasonably practicable following the\n     delivery of same, but in no event later than fifteen (15) business days\n     offer receipt of notice of delivery: (i) accept the Deliverable (or item\n     thereof) and so inform the other party in writing; or (ii) if the\n     Deliverable (or item thereof) contains material Errors, reject f he\n     Deliverable (or item thereof) and provide the other party with a written\n     statement of such material Errors.  The failure of a party to respond\n     within the specified fifteen (15) day period shall be deemed acceptance of\n     the Deliverable (or item thereof), but shall not limit the provisions of\n     Section 4.4 hereof.  Either party may request a reasonable extension in the\n     time to complete such testing if the same is required under the\n     circumstances, and both parties shall reasonably consider such requests,\n     provided that no such extension shall be effective unless in writing and\n     signed by a duly authorized representative of the party granting such\n     extension.\n\n(b)  The developing party will promptly correct the material Errors set forth in\n     the statement of material Errors with respect to any Deliverable (or item\n     thereof) and redeliver the Deliverable (or item thereof) to the receiving\n     party within such reasonable period of time as may be agreed upon by JetFax\n     and Xerox with regard to all circumstances affecting the Product or the\n     Deliverables.  The receiving party shall, as soon as reasonably practicable\n     after such redelivery but in no event later than fifteen (15) business days\n     thereafter, accept or reject the redelivery in accordance with the\n     procedure set forth in Section 4.2(a), which procedure shall be repeated\n     until the Deliverables are accepted or the receiving party invokes the\n     provisions of Section 4.3 hereof.\n\n(c)  \"Acceptance\" shall be deemed to occur upon the earlier of (i) acceptance,\n     pursuant to this Section 4.2, of all JetFax and Xerox Deliverables (as\n     specified in the Project Schedule) or (ii) the first sale, lease, license\n     or other distribution or transfer of a unit of Product by Xerox to a\n     customer or other third party other than solely for test purposes.  The\n     date of such Acceptance shall be deemed the \"date of Acceptance.\"\n     Notwithstanding anything to the contrary contained herein, Acceptance shall\n     not be conditioned upon any\n\n6\n\n\n \ndesign or development of the JetFax Deliverables to meet any criteria of any\nagency approvals other than those of the United States or Canada.\n\n(d)  The parties further agree that in the event a dispute arises as to whether\n     any Deliverable (or item thereof) is acceptable under the procedure set\n     forth in Sections 4.2(a) and 4.2(b), and the parties are unable after good\n                                                                           ----\n     faith negotiation to resolve such dispute, the parties agree to submit the\n     acceptability of any such Deliverable (or item thereof) to Genoa\n     Technology, Inc., or other independent third party mutually acceptable to\n     the parties, who shall test such Deliverable (or item thereof) and\n     determine if such Deliverable (or item thereof) is acceptable as set forth\n     in Sections 4.2(a) and 4.2(b). The determination of such independent third\n     party shall as to the acceptance or rejection of any Deliverable (or item\n     thereof), be deemed final.  The cost, if any, of employing such independent\n     third party shall be borne by f he losing party.\n\n4.3       Rejection.  Should any Deliverable fail to be accepted after the final\ndelivery of that Deliverable pursuant to Section 4.2(b) then the parties shall\npromptly meet in accordance with Section 3.1 to resolve the problem.  Any\nsubsequent rejection of the same Deliverable (unless otherwise resolved pursuant\nto Section 4.2(d)) shall be deemed a breach of this Agreement by such delivering\nparty, and the non-breaching party may elect to terminate this Agreement\npursuant to Section ll.l(a) hereof, or may elect to accept further resubmission\nof the applicable Deliverable.\n\n4.4       Error Fixes.  JetFax shall at its expense, from the Effective Date\nuntil the date that is eighteen (18) months from the date of Acceptance, use its\nreasonable efforts promptly to correct documented and reproducible material\nErrors in the Software and Hardware Designs which are reported in writing by\nXerox to JetFax.  Provided, however, that prior to Acceptance, this obligation\nshall apply only to Deliverables (or items thereof) that have been delivered by\nJetFax in accordance with the Project Schedule.  Xerox shall provide such\nassistance in correction as JetFax may reasonably request.  All such corrections\nto the Software and Hardware Designs shall be deemed to be included in the\nlicenses granted under Section 5.1 hereof, and copies of any such corrections\nshall be promptly furnished in source code to the escrow agent set forth in\nSection 2.5 of this Agreement.  JetFax will have no obligation under this\nSection 4.4 with respect to any Error in the Software or Hardware Designs caused\nby any person or entity other than JetFax or its sources identified on the Bill\nof Materials and Source List and JetFax is not obligated to correct any Errors\nin the Software unless such Error or defect causes the Software to fail to\nfunction in conformance with the Specifications as defined in Section 3.3\nherein.\n\n4.5       JetFax Support.  JetFax further acknowledges and agrees that, for a\n          --------------                                                     \nperiod of one (1) year following Acceptance and subject to\n\n7\n\n\n \nthe provisions of this Section 4.5, it shall provide Xerox with such reasonable\nengineering support as Xerox shall reasonably request, necessary for the\nmanufacture of the Product.  All travel, lodging and associated expenses (save\nsalary and benefits of JetFax employees) shall be borne by Xerox.  In addition,\nafter the one (1) year period following Acceptance, Xerox shall pay JetFax the\nreasonable and customary personnel, service and related charges for any such\nsupport provided by JetFax.\n\n5         OWNERSHIP RIGHTS AND LICENSES\n\n5.1       Software and Hardware Designs, Etc.\n          ---------------------------------- \n\n(a)  Subject to the terms and conditions of this Agreement, JetFax hereby grants\n     to Xerox, effective only upon and after the date of Acceptance, a\n     nonexclusive, perpetual (except if terminated pursuant to Section 11.1\n     herein), worldwide license to the Software, the Hardware Designs, and any\n     other JetFax confidential information disclosed to Xerox under this\n     Agreement and necessary or useful for the following licensed activities\n     (and JetFax intellectual property corresponding to the above recited\n     items), to manufacture or have manufactured, the Product and to use and\n     distribute and sell and service the Product.\n\nProvided however, if the Escrowed Materials are released to Xerox pursuant to\nSection 2.5 of this Agreement, the above license as it applies to the Product\nshall automatically extend, if and only if there has not been Acceptance, to\nenable Xerox to complete the Product and shall automatically encompass all of\nthe Escrowed Materials.  In such event, the royalty set forth in Section 6.2(a)\nof this Agreement in the sum of $21.00 (reduced, if applicable as set forth in\nsuch Section 6.2(a)) shall also apply to such license.  In such event, JetFax\nshall promptly and fully disclose the fully or partially completed JetFax\nDeliverables to Xerox, but shall have no further obligations under Sections 2.1,\n2.3, 2.5, 4.1, 4.4 and 4.5 of this Agreement.\n\n(b)  The Software and the Hardware Designs are confidential information of\n     JetFax subject to the CDA defined in Section 8.1 of this Agreement and\n     shall be used by Xerox solely in connection with the Product in accordance\n     with the terms of this Agreement.  Subject to the terms and conditions of\n     this Agreement, JetFax hereby grants to Xerox a nonexclusive, perpetual\n     (except if terminated pursuant to Section 11.2(a) of this Agreement),\n     worldwide license (with the Xerox right to sublicense Xerox Affiliates) to\n     the Hardware Designs (excluding the ASICs and the Field Programmable Gate\n     Arrays (FPGAS) themselves and a majority of the designs of each such ASIC\n     or FPGA), and any other confidential information of JetFax disclosed to\n     Xerox under this Agreement (excluding the Software and the above excluded\n     items) and necessary or useful for the following licensed activities (and\n     JetFax intellectual property corresponding to the above recited licensed\n\n8\n\n\n \nitems) to manufacture or have manufactured any other products (i.e. products\nother than the Product) and to use and distribute and sell and service such\nother products.  Provided, however, notwithstanding any sublicense made pursuant\nto the above right to sublicense, Xerox shall remain fully liable for compliance\nwith all of its obligations under this Agreement, including without limitation\nthe payment of all royalties.\n\nProvided however, if the Escrowed Materials are released to Xerox pursuant to\nSection 2.5 of this Agreement, the above license of this Section 5.1 (b) shall\nautomatically extend, if and only if there has not been Acceptance, to include\nall fully or partially completed JetFax Deliverables including Software, ASICS,\nand FPGAs and shall automatically encompass all of the Escrowed Material.  To\nthe extent that Xerox uses a material amount of such extended materials (not\nalready included in the license in the immediately preceding paragraph) under\nthis extended license, Xerox shall be obligated to pay the royalty as set forth\nin the last sentence of Section 6.2(b) of this Agreement.\n\n(c)  For the confidence period of the CDA defined in Section 8.1 of this\n     Agreement, Xerox shall not alter, reverse engineer, decompile or\n     disassemble the Software or the ASICs and the FPGAs included in the\n     Hardware Designs, and Xerox may copy the Software, the Hardware Designs,\n     and any other confidential information of JetFax which is disclosed to\n     Xerox only as necessary for the exercise of the licenses granted in\n     Sections 5.1 (a) and 5.1 (b) and\/or the provisions of Section 2.5. JetFax\n     retains its ownership rights in and to the Software, Hardware Designs, and\n     corresponding intellectual property.\n\n(d)  Subject to the terms and conditions and for the purposes of this Agreement,\n     Xerox hereby authorizes JetFax to use the Xerox Deliverables and any other\n     Xerox confidential information disclosed to JetFax under this Agreement and\n     necessary or useful for the following activity (and Xerox intellectual\n     property corresponding to the above recited items) to develop the JetFax\n     Deliverables.  During the term of this Agreement, JetFax may reverse\n     engineer, decompile or disassemble any software provided by Xerox only as\n     necessary for f he development of the JetFax Deliverables.\n\n5.2       Product.  Xerox retains its ownership rights in and to any and all\nintellectual property contained in the Xerox Deliverables.\n\n5.3       Third Party Confidential Disclosure Agreements.         Prior to\n          ----------------------------------------------                  \ndisclosing any JetFax Deliverables to any third party (including Goldstar) in\nconnection with Xerox' \"have manufactured\" license pursuant to Section 5.1 (a),\nXerox shall procure from such third party a Confidential Disclosure Agreement\n(substantially similar to the CDA as defined in Section 8.1) naming JetFax and\nsuch third party as parties thereto.\n\n9\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n6.        PAYMENTS\n\n6.1       Advance Royalty.\n          --------------- \n\n(a)  In consideration for the Services to be performed by JetFax hereunder,\n     Xerox agrees to pay to JetFax a nonrefundable advance royalty payment of\n     [*], payable in those increments and upon completion of the C1, C2, C3 and\n     C4 Milestones as set forth in the Project Schedule set forth in Exhibit D.\n\n(b)  JetFax agrees to provide to Xerox, upon request, audited financial\n     statements for the JetFax accounting year of 1993 as well as quarterly\n     financial statements (audited if available) for each accounting quarter of\n     1994 and 1995 (prior to the date of Acceptance).  Any and all such\n     information provided to Xerox shall be deemed Confidential Information\n     subject to the provisions of the CDA as defined in Section 8.1.\n\n(c)  In the event that JetFax fails to meet any of the last three (3) Milestone\n     Dates set forth in the Project Schedule by more than fifteen (15) calendar\n     days and such failure is due primarily to the fault of JetFax, the amount\n     of the incremental advance royalty payment corresponding to such missed\n     Milestone Date shall be reduced by [*].\n\n6.2       Royalty Payments.\n          ---------------- \n\n(a)  In further consideration of the Services performed hereunder and the\n     licenses granted herein by JetFax, Xerox shall pay JetFax a royalty, with\n     respect to each and any sale, lease, license or other distribution or\n     transfer of a unit of Product to a customer or other third party (including\n     any Xerox Affiliates) (and excluding up to [*] production units of Product\n     to be internally used by Xerox, which units shall be without royalty), in\n     an amount equal to [*] for each such unit sold, leased, licensed or\n     otherwise distributed or transferred.  [*]\n\n10\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\n(b)  In further consideration of the Services performed hereunder and the\n     licenses granted herein, Xerox shall pay JetFax a royalty, with respect to\n     each and any sale, lease, license or other distribution or transfer to a\n     customer or other third party (including Xerox Affiliates) of a unit of any\n     product (other than the Product) with respect to the design or manufacture\n     of which all or part of that portion of the Hardware Designs licensed to\n     Xerox pursuant to Section 5.1 (b) and\/or any corresponding JetFax\n     intellectual property, or any of her JetFax confidential information\n     disclosed to Xerox and\/or any corresponding JetFax intellectual property\n     have been used, in an amount equal to [*] for each such unit sold, leased,\n     licensed or otherwise distributed or transferred.  The above royalty shall\n     be payable, for JetFax information only if the information used was subject\n     to Clause 2 of the CDA defined in Section 8.1 of this Agreement when such\n     information was first communicated to Xerox by JetFax (provided, however,\n     all parts drawings and schematics for circuit boards are, and shall be,\n     deemed to have been subject to Clause 2 of the CDA when first communicated\n     to Xerox by JetFax), and only for units sold, leased, licensed or otherwise\n     distributed or transferred within five (5) years after the Effective Date\n     of this Agreement.  Two-thirds of such royalties payable by Xerox under\n     this Section 6.2(b) shall be applied against the prepaid royalty set forth\n     in Section 6.1 (b) (and the remaining third of such payment shall be made\n     to JetFax) until such time as the prepaid royalty is fully offset.  The\n     total of all royalties payable pursuant to this Section 6.2(b) shall not\n     exceed [*]  in the aggregate.  When the Section 6.2(b) royalties paid to\n     JetFax reach the sum of [*], the license set forth in Section 5.1 (b) to\n     Xerox shall automatically become royalty free and paid up.  For units sold,\n     leased, licensed or otherwise distributed or transferred after the five (5)\n     year period referred to above in this Section 6.2(b), the license to Xerox\n     set forth in Section 5.1 (b) shall automatically become royalty free and\n     paid up.  No royalties payable pursuant to Section 6.2(a) shall be subject\n     to, nor included in the calculation of, the royalty cap of this Section\n     6.2(b). Provided, further, in the event Xerox shall use a material amount\n     of any of the Escrowed Materials not included in the license under the\n     first paragraph of Section 5.1 (b) in products under the license set forth\n     in the second paragraph of Section 5.1(b) of this Agreement, Xerox shall\n     pay to JetFax the royalty amount set forth in Section 6.2(a) and not the\n     royalty set forth in this Section 6.2(b) provided however, that for\n     uncopyrighted and unpatented such materials the sentence \"the above\n     royalty(s) ... of this Agreement,\" above in this Section 6.2(b) shall\n     apply.\n\n(c)  All royalty payments as specified in Sections 6.2(a) and (b) shall be paid\n     by Xerox to JetFax monthly until such time as the prepaid royalty is\n     totally offset pursuant to Section 6.2(a), and quarterly thereafter\n     (beginning with the first full calendar quarter) within thirty (30) days\n     after the end of each month or calendar quarter, as applicable and shall be\n     due and payable with respect to each and all units sold, leased, licensed,\n     or otherwise distributed or\n\n11\n\n\n \ntransferred, without regard to whether or not Xerox shall have received payment\nwith respect thereto.\n\n(d)  JetFax acknowledges and agrees that Xerox shall have the right, without the\n     payment of any additional royalty, to remanufacture units of the Product\n     returned from its customers for any reason, and to resell or release the\n     same to its customers.\n\n(e)  Xerox shall pay to JetFax interest (at the prime rate of interest as\n     published in the Wall Street Journal Eastern edition on the last business\n     day of each month plus five percentage points (prime% + 5%)) on any amounts\n     payable by Xerox to JetFax hereunder if such amounts are not paid within,\n     five (5) business days of the applicable due date thereof.\n\n\n7.        REPRESENTATIONS AND INDEMNIFICATION\n\n7.1       Representations.         Each party represents and warrants that:\n          ---------------                                                  \n\n(a)  if has full right and authority to enter into this Agreement, to perform\n     its obligations hereunder; and\n\n(b)  if has full right and authority to grant the rights granted to the other\n     party herein.\n\n7.2       Xerox' Infringement Indemnity.\n          ----------------------------- \n(a)  Subject to the terms hereof, Xerox agrees to indemnify, defend and hold\n     JetFax harmless from and against any claim or suit alleging that the Xerox\n     Deliverables and\/or the User Interface (including, without limitations the\n     interface to the User Interface software as set forth in Exhibit A)\n     infringes any patent rights, copyrights or other proprietary rights of any\n     third party when used for their intended purposes in conjunction with the\n     Product and\/or development of the JetFax Deliverables; provided that: (i)\n     JetFax gives Xerox prompt notice in writing of any such suit and permits\n     Xerox, through counsel of its choice, to answer the charge of infringement\n     and defend such claim or suit, (ii) Xerox has sole control of the defense\n     and all related settlement negotiations, (iii) JetFax has not further\n     modified or altered the Xerox Deliverables'(other than the User Interface)\n     following their delivery to JetFax if such claim or suit would have been\n     avoided if such modification or alteration had not been made, and (iv)\n     JetFax provides Xerox with the assistance, information and authority to\n     perform the above.  In the event Xerox agrees to settle the suit, both\n     Xerox and JetFax agree not to publicize the settlement nor to permit the\n     party claiming infringement to publicize. the settlement without first\n     obtaining the other party's written permission.\n\n(b)  Subject to the terms hereof, JetFax will deliver to Xerox, as developed,\n     source code of the interface layer between the User Interface software and\n     the JetFax firmware which implements the\n\n12\n\n\n \nfunctionality as set forth in the Specification.  Xerox shall use such source\ncode solely for purposes of conducting an intellectual property infringement\nsearch, shall not disclose such source code to any third party and shall\npromptly return such source code to JetFax immediately upon the conclusion of\nsuch search.\n\n7.3      JetFax Indemnify and Related Provisions\n         ---------------------------------------\n(a)      JetFax Indemnity.  Subject to the terms hereof, JetFax agrees\n         ----------------                                             \nto indemnify, defend and hold Xerox harmless from and against any claim or suit\nalleging that the Software and\/or the Hardware Designs provided by JetFax\npursuant to this Agreement when used for their intended purposes in conjunction\nwith the Product, infringes the patent rights, copyrights or other proprietary\nrights of any third party; provided that (i) Xerox notifies JetFax in writing\nwithin fifteen (15) business days of any claim, (ii) JetFax has sole control of\nthe defense and all related settlement negotiations and (iii) Xerox provides\nJetFax with the assistance, information and authority necessary to perform the\nabove. Notwithstanding the foregoing, JetFax shall have no liability hereunder\nfor any claim or suit based on (i) modifications or other alterations made to\nthe Software or the Hardware Designs by a party other than by or for JetFax or\nthe combination, operation or use of the Software or the Hardware Designs with\nother hardware or software not furnished or developed by or for JetFax if such\ninfringement would have been avoided by the use of the Software and the Hardware\nDesigns without such modification or alteration or without such other hardware\nor software or (ii) any infringement or alleged infringement related to or\narising out of the User Interface (including, without limitation, the interface\nto the User Interface software as set forth in Exhibit A) or the Xerox\nDeliverables, or (iii) any infringement or alleged infringement of any\nproprietary rights of third parties to the extent and for the time period and\nactivities such proprietary rights are licensed to Xerox. In the event that the\nSoftware or the Hardware Designs are the subject of a claim of infringement for\nwhich JetFax is liable under this Section 7.3(a), JetFax may at its option and\nexpense (i) modify the same to be non-infringing or (ii) obtain for Xerox a\nlicense (and any royalties required to obtain such license shall be paid by\nJetFax) to continue using the same. The provisions of this Section 7.3 state the\nentire liability and obligations of JetFax and the exclusive remedy of Xerox\nwith respect to any infringement or alleged infringement of proprietary rights\nby the Software or the Hardware Designs. Except as set forth herein, JetFax\nassumes no liability for, and expressly disclaims any liability with respect to,\nany infringement or alleged infringement of any proprietary rights by the\nSoftware or the Hardware Designs.\n\n(b)       JetFax Right to Use Study.        JetFax may conduct a right to use\n          -------------------------                                          \nstudy with respect to the JetFax Deliverables when used in conjunction with\nthe Product.  If:\n\n          (i) prior to one (1) month after the design of the Product is fixed by\n     Xerox and that fact is disclosed by Xerox to JetFax (and Xerox shall\n     promptly disclose such fact to JetFax) along\n\n13\n\n\n \nwith Product information reasonably needed by JetFax to conduct its right to use\nstudy (and Xerox shall promptly disclose such information to Jet Fax);\n\n          (ii) JetFax identifies unlicensed third party patent(s) which JetFax\nreasonably believes will be infringed by use by or for Xerox or its customers of\nthe Jet Fax Deliverables when used in conjunction with the Product and JetFax\nclearly identifies in writing (including patent or application numbers and issue\nor filing dates respectively) to Xerox any such patent(s); then the parties\nagree as follows. If JetFax is unable to promptly obtain a license under such\npatents on reasonable terms (and any royalties or other payments required to\nobtain such license shall be paid by JetFax) and the parties are unable to\nreasonably design around such patent(s); then the parties shall meet to further\nwork in good faith to resolve this problem. In the event such resolution cannot\nbe achieved within one (1) month after the parties first met to further work to\ntry to resolve the problem, such patent(s) shall be excluded from the indemnity\nprovided by JetFax in this Section 7.3; however, in such event Xerox shall have\nthe option to negotiate with JetFax (and JetFax will negotiate in good faith)\nfor a lower Section 6.2 royalty and\/or cancel its Product activities.\n\n7.4       Xerox for the Xerox Deliverables and JetFax for the JetFax\nDeliverables, shall promptly identify to the other party any third party patents\nknown by Xerox for its Deliverables and known by the President and\/or CEO of\nJetFax for its Deliverables to cover such Deliverables. Each party has disclosed\nto the other prior to the Effective Date all such patents known prior to the\nEffective Date.\n\n8.        CONFIDENTIALITY\n\n8.1       Each party's information disclosed to the other party pursuant to this\nAgreement shall be governed by the terms of the \"CONFIDENTIAL DISCLOSURE\nAGREEMENT\" (the \"CDA\") between the parties  attached as Exhibit E and which is\nentered into and effective as of the Effective Date of this Agreement.\n\n8.2       The provisions of the CDA are hereby adopted by the parties and shall\nremain in full force and effect as a part of this Agreement as though fully set\nforth herein.\n\n8.3       Without limitation to any other provision of this Agreement, the CDA\nreferred to in Section 8.1 applies to all source code and supporting\ndocumentation including concepts and algorithms embedded in the source code. In\naddition, Xerox agrees not to make available any part of any program listing\nobtained pursuant to Section 2.5 of this Agreement to a third party within the\nmeaning of the CDA unless that part of the program listing is subject to one or\nmore provisions of CDA clause 3. (a)- (f), notwithstanding the fact that the\nperiod for this obligation may extend beyond the 3.5 years of the CDA.\n\n14\n\n\n \n8.4 This Agreement shall be deemed Confidential Information and shall not be\ndisclosed to third parties other than as provided in Section 14.18 of this\nAgreement.\n\n9.             PROPRIETARY RIGHTS NOTICES\n\nThe Product shall bear any and all reasonable and customary proprietary rights\nnotices associated with or carried by any of the Deliverables.  Neither party\nwill remove, cover or deface any such proprietary rights notices.\n\n10             TERM\n\nThis Agreement will commence on the Effective Date and will continue to be in\nforce and effect until such time as it is otherwise terminated as herein\nprovided.\n\n11.            TERMINATION\n\n11.1           Termination for Cause By Either Party.  Either party may\n               -------------------------------------                   \nterminate this Agreement:\n\n(a)  Upon sixty (60) days written notice to the other party in the event the\n     other party breaches any of its material obligations hereunder and fails to\n     cure same during the notice period, or if it is not reasonable to expect\n     such a cure within that period, does not fake effective action within such\n     period to promptly cure the material breach; or\n\n(b)  Upon sixty (60) days written notice to the other party in the event a\n     petition in bankruptcy or similar debtor protection law is filed by or\n     against the other party, or if the other party makes an assignment for the\n     benefit of creditors, or a receiver is appointed, and such events are not\n     discontinued, vacated or terminated during the notice period.\n\nXerox may terminate this Agreement in the event JetFax fails to meet any of the\nMilestone Dates set forth in the Project Schedule by more than thirty (30)\ncalendar days and such failure is due primarily to the fault of Jet Fax.\n\n11.2           Effect of Termination.\n               --------------------- \n\n(a) The license set forth in Section 5.1 (b) hereof is perpetual (and shall\nsurvive a termination under Section 1 1.1 of this Agreement), subject, however,\nto the royalty obligations of Section 6.2 hereof and all title and\nconfidentiality provisions of this Agreement, provided, however, that the\nlicense set forth in Section 5.1 (b) is subject to termination upon sixty (60)\ndays written notice from JetFax to Xerox in the event Xerox breaches any of its\nmaterial obligations with respect to such royalty, title or confidentiality\nprovisions as they apply to such license and fails to cure the same during such\nsixty (60) day notice period, or if it is not reasonable to expect such a\n\n15\n\n\n \ncure within that period, does not take effective action within such period to\npromptly cure the material breach.\n\n(b)  Upon termination of this Agreement each party shall return to the other\n     party all unlicensed confidential or proprietary information of the other\n     party and shall make no other or further use of such unlicensed\n     information.  Upon termination of this Agreement pursuant to the second\n     sentence of Section I 1.1, Xerox shall pay JetFax advance royalty payments\n     in connection with any Milestones met by JetFax under the Project Schedule\n     for which JetFax has not yet been paid.\n\n\n12.            RIGHT TO DEVELOP INDEPENDENTLY\n\nNothing in this Agreement will impair either party's right to acquire, license,\ndevelop, manufacture or distribute for itself, or have others develop,\nmanufacture or distribute for it, similar technology performing the same or\nsimilar functions as the technology contemplated by this Agreement except as\nprovided in Sections 5 and 8, or to market and distribute such similar\ntechnology or products.\n\n\n13.            DISCLAIMER OF CONSEQUENTIAL DAMAGES AND IMPLIED WARRANTIES\n\nIn no event shall either party be liable to the other for any indirect, special,\nincidental or consequential damages for breach of or failure to perform under\nthis Agreement, even if that party has been advised of the possibility of such\ndamages.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, NEITHER PARTY MAKES ANY\nREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY\nDELIVERABLE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TECHNICAL PERFORMANCE, OR\nCOMMERCIAL SUCCESS AND HEREBY DISCLAIMS ALL SUCH OTHER WARRANTIES.  EXCEPT AS\nEXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY ASSUMES ANY RESPONSIBILITIES\nWHATEVER WITH RESPECT TO THE DEVELOPMENT, MANUFACTURE, USE, SALE, LEASE, OR\nOTHER DISPOSITION BY THE OTHER PARTY OR ITS VENDEES OF PRODUCTS INCORPORATING\nDELIVERABLES LICENSED OR PROVIDED UNDER THIS AGREEMENT.\n\n14.            GENERAL\n\n14.1           Force Maieure Neither party shall be liable for any failure or\n               -------------                                                 \ndelay in its performance under this Agreement due to causes which are beyond its\nreasonable control, including, but not limited to, acts of God, acts of civil or\nmilitary authority, fires, epidemics, floods, earthquakes, riots, wars,\nsabotage, labor shortages or disputes, and governmental actions; provided that\n(a) the delayed party: (i) gives\n\n16\n\n\n \nthe other party written notice of such cause promptly, and in any event within\nfifteen (15) days of discovery thereof; and (ii) uses its reasonable efforts to\ncorrect such failure or delay in its performance, and (b) the delayed party's\ntime for performance or cure under this Agreement shall be extended for a period\nequal to the duration of the cause or sixty (60) days, whichever is less.\n\n14.2           Relationship of Parties.  Xerox and JetFax are independent\n               -----------------------                                   \ncontractors.  Neither company nor its respective employees, consultants,\ncontractors or agents are agents, employees or joint venturers of the other, nor\ndo they have any authority to bind the other by contract or otherwise to any\nobligation.  They will not represent to the contrary, either expressly,\nimplicitly, by appearance or otherwise.  Each party will determine, in its sole\ndiscretion, the manner and means by which the Services are accomplished, subject\nto the express condition that each party will at all times comply with\napplicable law.\n\n14.3           Use of Name.  Neither party will, without first obtaining the\n               -----------                                                  \nother's prior written consent, be entitled to use the name of the other party in\npromotional, advertising and other materials other than as provided in Section\n14.18 of this Agreement.\n\n14.4           Personnel.  The respective employees, consultants, contractors\n               ---------------                                               \nand agents of each party will observe the working hours, working rules and\nholiday schedule of the other while working on the other's premises.\nNotwithstanding the foregoing, employees of a party shall be and remain\nemployees of that party and shall not be deemed or claim to be employees of the\nother party even when working on such other party's premises.\n\n14.5           Employment Taxes and Benefits.  Each party shall be responsible\n               -----------------------------                                  \nfor any and all employment taxes and benefits payable to its employees,\nrepresentatives, contractors, subcontractors and other engaged by it to perform\nServices hereunder and in no event shall either party look to the other for such\npayments.\n\n14.6           Other Tax Implications.  The purpose of development of the\n               ----------------------                                    \nDeliverables under this Agreement is to demonstrate that the Product developed\nhereunder will conform to the Specifications.  The Deliverables have no\nintrinsic value as an item.  As such, no value added, sales, or use taxes have\nbeen assessed or are anticipated to be required as a result of the Services\nperformed under this Agreement.\n\n14.7           Export Controls.        Both parties shall comply with all\n               ---------------                                           \napplicable United States laws and regulations respecting the export, directly or\nindirectly, of any technical data acquired from the other under this Agreement\nor any product or Deliverables utilizing any such data.\n\n14.8           Assignment.  Except as expressly provided herein, neither party\n               ----------                                                     \nmay assign or delegate this Agreement, or any of its respective rights or\n\n17\n\n\n \nobligations hereunder without the prior written consent of the other party\nhereto; PROVIDED, however, that JetFax may, without Xerox' consent, assign or\ndelegate this Agreement and JetFax's rights and obligations hereunder to any\nsuccessor in interest to JetFax in connection with any sale or transfer of all\nor substantially all of its assets or upon any merger, consolidation, or\ndissolution.  Either party may, from time to time and upon prior written notice\nto the other party, subcontract with one of its subsidiaries for the\nperformance of certain obligations under this Agreement, provided that the\nparty so subcontracting shall remain fully liable for performance of its\nobligations hereunder.  Any attempted assignment in violation of the provisions\nof this Section 14.8 shall be void and without force or effect.  In the event of\na permitted assignment hereunder, this Agreement or the applicable provisions\nshall be binding upon the successors, executors, and assigns of the parties\nhereto.\n\n14.9      Applicable Law.  This Agreement shall be governed by and construed in\n          --------------\naccordance with the laws of the State of New York, U.S.A. without giving effect\nto the principles of conflicts of law thereunder.\n\n14.10     Severability.  If for any reason a court of competent jurisdiction\n          ------------                                                      \nfinds any provision of this Agreement, or portion thereof, to be unenforceable,\nthat provision of the Agreement shall he enforced to the maximum extent\npermissible so as to effect the intent of the parties, and the remainder of this\nAgreement shall continue in full force and effect.\n\n14.11     Notices.  All notices required or permitted under this Agreement shall\n          -------\nbe in writing, reference this Agreement and be deemed given when: (i) delivered\npersonally; (ii) when sent by confirmed telex or facsimile; (iii) five (5) days\nafter having been sent by registered or certified mail, return receipt\nrequested, postage prepaid; or (iv) one (1) day after deposit with a commercial\novernight carrier, with written verification of receipts All communications will\nbe sent to the addresses set forth below.  Either party may change its address\nby giving notice pursuant to this Section 14.1 1.\n\nJetFax:                                      Xerox:\nMr. Rudy Prince                              Fred Kiremidjian\nPresident, Jet Fax, Inc.                     V. P., Engineering\n1376 Willow Road                             3400 Hillview Avenue\nMenlo Park, California 94025                 Building 3\n                                             Palo Alto, Calif. 94304\nWith a copy to:\nClifford S. Robbins, Esq.\nGeneral Counsel Associates\n1891 Landings Drive\nMountain View, California 94043\n\nWith a copy to:\nLouis S. Faber, Esq.\nXerox Corp. OGC\nXerox Square 21 D\nRochester, N. Y. 14644\n\n\n18\n\n\n \n14.12     No Waiver.  Failure by either party to enforce any provision of this\nAgreement shall not be deemed a waiver of future enforcement of that or any\nother provision.\n\n14.13     No Rights in Third Parties.  This Agreement is made for the benefit of\n                    ----------------                                            \nXerox and JetFax and not for the benefit of any third parties.\n\n14.14     Counterparts.  This Agreement may be executed in one or more\n          ------------                                                \ncounterparts, each of which shall be deemed an original, but collectively shall\nconstitute but one and the same instrument.\n\n14.15     Headings and References.  The headings and captions used in this\n                   --------------                                         \nAgreement are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement.\n\n14.16     Construction.  This Agreement has been negotiated by the parties and\n          ------------                                                        \ntheir respective counsel.  This Agreement will be fairly interpreted in\naccordance with its terms and without any strict construction in favor of or\nagainst either party.\n\n14.17     Trademark Usage.  Neither party shall make any use of any trademark,\n          ---------------                                                     \nservice mark or trade name of the other in connection with its advertising,\npromotional material or packaging for the Product without first obtaining the\nother party's written consent.\n\n14.18     Non-Publicity.  Neither party shall directly or indirectly, without f\n          -------------                                                        \nhe prior written consent of the other party, such consent not to be unreasonably\nwithheld, make any news release or public announcement or other public\ndisclosure regarding this Agreement or the existence thereof.  Notwithstanding\nthe foregoing, JetFax shall be free to make disclosures to its shareholders,\ndirectors, officers, employees, attorneys, accountants and other professional\nrepresentatives of JetFax and to Ailicec and as necessary or appropriate for\ncompliance with federal or state securities laws and regulations.  It is\nJetFax's intent to make confidential factual disclosures, in accordance with the\nterms and conditions of this Section 14.18, to a limited number of potential\nlenders, investors and underwriters.  Neither party shall disclose information\nwith respect to the other's confidential business plans.\n\n14.19     Complete Agreement.  This Agreement, including all Exhibits\n          ------------------                                         \nconstitutes the entire agreement between the parties with respect to the subject\nmatter hereof, and supersedes and replaces all prior or contemporaneous\nunderstandings or agreements, written or oral, regarding such subject matter.\nNo amendment to or modification of this Agreement shall be binding unless in\nwriting and signed by duly authorized representatives of both parties.  To the\nextent any terms and conditions of this Agreement conflict with the terms and\nconditions of any invoice, purchase order or purchase order acknowledgement\nplaced hereunder, the terms and conditions of this Agreement shall govern and\ncontrol.\n\n19\n\n\n \n14.20     Survival.  The provisions of Sections 5.1 (b) (first sentence only),\n          --------                                                            \n5.1 (c), 5.2, 8, 11.2, 12 and 13 shall survive the expiration or termination of\nthis Agreement for any reason.\n\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by\ntheir duly authorized representatives.\n\nJETFAX, INC.                    XEROX CORPORATION\n\nBY:\/s\/ Edward R. Prince III     BY:\/s\/ Fred Kiremidjian\n\nNAME: Rudy Prince               NAME: Fred Kiremidjian\nTITLE: President                TITLE:    Vice President,\n                                Engineering\n\n\n\n20\n\n\n \nA         Jet Fax Deliverables\n\nB         Xerox Deliverables\n\nC         [INTENTIONALLY OMITTED]\n\nD         Project Schedule\n\nE         Confidential Disclosure Agreement\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nEXHIBIT A\n\nDEVELOPMENT AGREEMENT BETWEEN XEROX CORPORATION AND JETFAX INC.\n\n\nJETFAX DELIVERABLES\n\n[*]\n\nOTHER\n\n                                      [*]\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\nEXHIBIT B\n\nDEVELOPMENT AGREEMENT BETWEEN XEROX CORPORATION AND JETFAX INC.\n\n\nXEROX DELIVERABLES\n[*]\n\nOTHER\n\nSpecification\n-------------\n[*]\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nEXHIBIT D\n\nDEVELOPMENT AGREEMENT BETWEEN XEROX CORP.  AND JETFAX INC.\nPROJECT SCHEDULE\n\nC1 MILESTONE - [*]\n\nXerox Deliverables [*]\n\nJetFax Deliverables [*]\n\nPAYMENT DATE: [*]\n\nC2 MILESTONE - [*]\n\n.   Xerox Deliverables: [*]\n\n.   JetFax Deliverables:  [*]\n\n\nC3 MILESTONE - [*]\n\nXerox Deliverables:\n.       [*]\n\n\n \n                     CONFIDENTIAL TREATMENT REQUESTED = [*]\n\nJet Fax Deliverables: [*]\n\nC4 MILESTONE - [*]\n\nXerox Deliverables: [*]\n\nJetFax Deliverables: [*]\n\n[*]\n\n\n \nEXHIBIT E\n\nDEVELOPMENT AGREEMENT BETWEEN XEROX CORP.  AND JETFAX INC.\nCONFIDENTIAL DISCLOSURE AGREEMENT\n\nDated: November 23, 1994\n\nXerox Corporation (Xerox) of Stamford, Connecticut and JetFax Inc. (JetFax) of\nMenlo Park, California, the parties to this Agreement, hereby agree as follows:\n\n1 .      To further the business relationship between the parties, and to enable\nJetFax to perform its development obligations pursuant to that certain\nDevelopment Agreement of even date herewith (the \"Development Agreement\"), it is\nnecessary and desirable that each party disclose to the other Confidential\nInformation relating to the project described in the Development Agreement.\nIncluded within the definition of Confidential Information shall be all source\ncode provided by either party to the other.\n\n2.        The receiving party shall not communicate the disclosing party's\nconfidential information (all information relating to this project and disclosed\nto the receiving party for which the obligations of this Paragraph 2 have not\nbeen terminated by operation of Paragraph 3 hereof to any third party and shall\nneither use the disclosing party's Confidential Information nor circulate it\nwithin its own organization except to the extent necessary for the development\nwork set forth in the Development Agreement or for any purpose the disclosing\nparty may hereafter authorize in writing or authorizes pursuant to the terms of\nthe Development Agreement.          Disclosures to the receiving party's\nsubsidiaries and affiliates and consultants and suppliers and software\ndevelopers so long as these entities are similarly bound shall not be considered\ndisclosure to a third party within the meaning of the previous sentence.\n\n3.        The obligations of Paragraph 2 hereof shall terminate with respect to\nany particular portion of the disclosing party's Confidential Information that:\n\n(a)  was in the public domain at the time of disclosing party's communication\n     thereof to receiving party,\n\n(b)  entered the public domain through no fault of receiving party subsequent to\n     the time of disclosing party's communication thereof to receiving party,\n\n(c)  was in receiving party's possession free of. any obligation of confidence\n     at that time of disclosing party's communication thereof to receiving\n     party,\n\n(d)  was rightfully communicated to receiving party free of any obligation of\n     confidence subsequent to the time of disclosing party's communication\n     thereof to receiving party,\n\n(e)  was developed by employees or agents of receiving party independently of\n     and without reference to any disclosing party Confidential Information,\n\n(f) when it is communicated by disclosing party to a third party free of any\nobligation of confidence, or\n\n(g) in any event, 3.5 years after the Effective Date as defined in the\nDevelopment Agreement.\n\nWhen and to the extent the obligations of Paragraph 2 shall not apply to a\nparticular portion of Information because of the operation of Paragraph 3\nhereof, such Information is no longer Confidential Information hereunder.\n\n\n \n4.        All materials, including, without limitation, documents,\nspecifications, drawings, software, models, apparatus, sketches, designs, and\nlists furnished to receiving party by disclosing party and which are designated\nin writing to be the property of the disclosing party shall remain the property\nof disclosing party and shall be returned to disclosing party promptly at its\nrequest with all copies made thereof except as disclosing party may otherwise\nagree in writing or has otherwise agreed pursuant to the terms of the\nDevelopment Agreement to which this CDA is an exhibit.\n\n5.        This Agreement shall govern all communications between the parties,\nrelating to the subject matter of this Agreement that are made from the 20th day\nof October, 1994.\n\n6.        Communications from disclosing party to personnel and authorized\nrepresentatives of receiving party shall not be in violation of the proprietary\nrights of any third party.\n\n7.        This Agreement shall be construed in accordance with the laws of the\nState of New York.\n\nXEROX CORPORATION                 JETFAX, INC.\n\nBy:\/s\/ Fred Kiremidjian           By:\/s\/ Edward R. Prince III\nFred Kiremidjian                  Rudy Prince\nVice President, Engineering       President\n\n\n \nCONFIDENTIAL DISCLOSURE AGREEMENT\n\nXerox Corporation (Xerox) of Stamford, Connecticut and JetFax Inc. (JetFax) of\nMenlo Park, California, the parties to this Agreement, hereby agree as follows:\n\n1 .      To further the business relationship between the parties, and to enable\nJetFax to perform its development obligations pursuant to that certain\nDevelopment Agreement of even date herewith (the \"Development Agreement\"), it is\nnecessary and desirable that each party disclose to the other Confidential\nInformation relating to this product.  Included within the definition of\nConfidential Information shall be all source code provided to JetFax by Xerox.\n\n2.        The receiving party shall not communicate the disclosing party's\nconfidential information (all information relating to this project and disclosed\nto the receiving party for which the obligations of this Paragraph 2 have not\nbeen terminated by operation of Paragraph 3 hereof to any third party and shall\nneither use the disclosing party's Confidential Information nor circulate it\nwithin its own organization except to the extent necessary for the development\nwork set forth in the Development Agreement or for any purpose the disclosing\nparty may hereafter authorize in writing or authorizes pursuant to the terms of\nthe Development Agreement to which this Confidential Disclosure Agreement is an\nExhibit.  Disclosures to the receiving party's subsidiaries and affiliates and\nconsultants and suppliers and software developers so long as these entities are\nsimilarly bound shall not be considered disclosure to a third party within the\nmeaning of the previous sentence.\n\n3.        The obligations of Paragraph 2 hereof shall terminate with respect to\nany particular portion of the disclosing party's Confidential Information that:\n\n(a)  was in the public domain at the time of disclosing party's communication\n     thereof to receiving party,\n\n(b)  entered the public domain through no fault of receiving party subsequent to\n     the time of disclosing party's communication thereof to receiving party,\n\n(c)  was in receiving party's possession free of any obligation of confidence at\n     that time of disclosing party's communication thereof to receiving party,\n\n(d)  was rightfully communicated to receiving party free of any obligation of\n     confidence subsequent to the time of disclosing party's communication\n     thereof to receiving party,\n\n(e)  was developed by employees or agents of receiving party independently of\n     and without reference to any disclosing party Confidential Information,\n\n(f)  when it is communicated by disclosing party to a third party free of any\n     obligation of confidence, or\n\n(g)  in any event, 3.5 years after the Effective Date as defined in the\n     Development Agreement.\n\nWhen and to the extent the obligations of Paragraph 2 shall not apply to a\nparticular portion of Information because of the operation of Paragraph 3\nhereof, such Information is no longer Confidential Information hereunder.\n\n4.        All materials, including, without limitation, documents,\nspecifications, drawings, software, models, apparatus, sketches, designs, and\nlists furnished to receiving party by disclosing party and which are designated\nin writing to be the property of the disclosing party shall remain the\n\n\n \nproperty of disclosing party and shall be returned to disclosing party promptly\nat its request with all copies made thereof except as disclosing party may\notherwise agree in writing or has otherwise agreed pursuant to the terms of the\nDevelopment Agreement to which this CDA is an exhibit.\n\n5.        This Agreement shall govern all communications between the parties,\nrelating to the subject matter of this Agreement that are made from the 20th day\nof October, 1994.\n\n6.        Communications from disclosing party to personnel and authorized\nrepresentatives of receiving party shall not be in violation of the proprietary\nrights of any third party.\n\n7. This Agreement shall be construed in accordance with the laws of the State of\nNew York.\n\nXEROX CORPORATION             JETFAX, INC.\n\nBy:\/s\/ Fred Kiremidjian       By:\/s\/ Edward R. Prince III\nFred Kiremidjian              Rudy Prince\nVice President, Engineering   President\n\n\n\n\n<type>EX-10.36\n\n<sequence>8\n\n<description>DEVELOPMENT, PURCHASE &amp; DISTRIBUTION LICENSE AGMT.\n\n\n\n\n \n                                                                   EXHIBIT 10.36\n\n                                          [*] = CONFIDENTIAL TREATMENT REQEUSTED\n                                                                        REDACTED\n\n                                REV G (3\/18\/97)\n        MASTER DEVELOPMENT,  PURCHASE AND DISTRIBUTION LICENSE AGREEMENT\n\n\n\n     THIS AGREEMENT is between JETFAX INC., a Delaware corporation having its\nprincipal place of business at 1376 Willow Road, Menlo Park, California 94025\n(\"JetFax\"), and HEWLETT-PACKARD COMPANY, a California corporation with offices\nat 3000 Hanover Street, Palo Alto, California 94304 (\"HP\"). This Agreement is\neffective as of January 31, 1997 (the \"Effective Date\").\n\n                                   AGREEMENT\n\n1.   DEFINITIONS.\n\n     1.1  ACCEPTANCE CRITERIA means mutually acceptable final performance\ncriteria that the parties agree will be used to determine whether the JetFax\nSoftware and Hardware Design Package performs at a level acceptable for\ninclusion in the mass marketed HP Product.\n\n     1.2  DATE OF FIRST COMMERCIAL SHIPMENT means the date HP first ships a\nRoyalty Generating Unit.\n\n     1.3  DATE OF FIRST MASS PRODUCTION means the date of the first production\nrun of the HP Product whereby the result of such run is intended to be Royalty\nGenerating Units.\n\n     1.4  DEVELOPMENT PROJECT means JetFax's efforts to modify its existing\nJetFax Software and JetFax Formatter along with JetFax's development of the HP\nExclusive Features all of which is more fully described in EXHIBIT A  (\"HP\nProduct Technical System Specification\")  and scheduled per EXHIBIT B\n(\"Development Schedule\") such that they can be integrated for use in the HP\nProduct.\n\n     1.5  DEVELOPMENT SCHEDULE means the list of JetFax milestones and targeted\ndelivery dates set forth in EXHIBIT B (\"Development Schedule\").\n\n     1.6  ERROR(S) means a defect in the JetFax Firmware, the  [*] or the JetFax\nFormatter which causes such JetFax Firmware, [*] or JetFax Formatter not to\noperate substantially in accordance with the applicable Acceptance Criteria.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQEUSTED\n\n                                                                               \n\n     1.7  HARDWARE DESIGN PACKAGE means the schematics, bill of materials and\nassociated documentation for the JetFax Formatter (however, the Hardware Design\nPackage shall not include the design schematics for the JetFax ASICs). Any\nmodified version of a Hardware Design Package shall be handled in accordance\nwith the terms and conditions of this Agreement which apply to the Hardware\nDesign Package.\n\n     1.8  HP EXCLUSIVE FEATURE(S) shall mean those feature(s) identified as\nexclusive to HP and listed in EXHIBIT A (\"HP Product Technical System\nSpecifications\") that are developed by JetFax at the request of HP and that the\nparties have agreed will be exclusively licensed to HP while such feature(s)\ncontinue to qualify as \"HP Exclusive Feature(s).\"\n\n     1.9  HP PRODUCT means the HP developed hardware product for which JetFax\nundertakes the Development Project and that uses the JetFax Formatter\ntechnology,  JetFax ASICs, JetFax Firmware, [*] along with HP Exclusive Features\nas described in EXHIBIT A (\"HP Product Technical System Specification\").\n\n     1.10 HP TRADEMARKS  means (a) the HP-supplied trademarks, stylistic marks\nand distinctive logotypes set forth in EXHIBIT E (\"Trademarks\") and (b) other\nmutually agreed upon  marks and logotypes as HP may from time to time designate\nin writing during the term of this Agreement.\n\n     1.11 JETFAX ASICS means the Application Specific Integrated Circuits\ndesigned by JetFax and made available to HP pursuant to this Agreement.\n\n     1.12 JETFAX DELIVERABLES means those items described in the Software\ndescription section listed in EXHIBIT A (\"HP Product Technical System\nSpecifications\") that JetFax shall deliver to HP pursuant to this Agreement,\nincluding but not limited to, the Hardware Design Package, the HP Exclusive\nFeatures, the JetFax Formatter, the JetFax ASICs, and the JetFax Software and\nUpdates.\n\n     1.13 JETFAX DOCUMENTATION means the JetFax supplied online user manual for\nthe JetFax Software and JetFax ASICs.\n\n     1.14 JETFAX FORMATTER means the JetFax formatter (exclusive of the JetFax\nASICs), or any modified version thereof, which executes or operates with the\nJetFax Firmware.\n\n     1.15 JETFAX SOFTWARE means (a) the JetFax Firmware, (b) [*] and (c) any\nchanges to the above listed software which JetFax may supply to HP.\n\n                                       2.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                                                                               \n\n          1.15.1  JETFAX FIRMWARE means (a) all or any portion of the JetFax\ncontroller computer programs, compilations thereof, and all associated\ndocumentation which functionality is described in EXHIBIT A (\"HP Product\nTechnical System Specification\"), ported by JetFax to the HP Product, and\nprovided by JetFax to HP pursuant to this Agreement and (b) any changes to such\nfirmware which JetFax may supply to HP.\n\n          1.15.2   [*] means (a) all or any portion of JetFax's computer\nprograms and all associated end user documentation commonly known as [*] listed\nand described in the Software section of EXHIBIT A (\"HP Product Technical System\nSpecification\") provided by JetFax to HP and (b) any changes to such software\nwhich JetFax may supply to HP.\n\n     1.16 JETFAX TRADEMARKS  means (a) the JetFax-supplied trademarks, stylistic\nmarks and distinctive logotypes set forth in  EXHIBIT E (\"Trademarks\") and (b)\nother mutually agreed upon marks and logotypes as JetFax may from time to time\ndesignate in writing during the term of this Agreement.\n\n     1.17 ROYALTY GENERATING UNIT means [*]\n\n     1.18 TESTING CRITERIA means mutually acceptable working test plans and\nprocedures that the parties agree will be used to determine the acceptability of\nthe interim JetFax Deliverables upon delivery pursuant to the Development\nSchedule.\n\n     1.19 UPDATES means updated versions of JetFax Software which include all\nchanges, alterations, corrections and enhancements to such JetFax Software which\nJetFax makes generally available to its licensees and that are not provided to\nany particular JetFax OEM customer as a feature exclusive to such OEM.\n\n2.   LICENSE GRANTS.\n\n     2.1  MANUFACTURE AND DISTRIBUTION OF JETFAX FORMATTER.  Subject to HP's\ncompliance with the terms of this Agreement and effective upon HP's final\nacceptance of the JetFax Deliverables, JetFax hereby grants to HP a worldwide,\nnon-exclusive, non-transferable license to (i) manufacture (and have\nmanufactured), and (ii) market, use, sell and otherwise distribute the JetFax\nFormatter, directly and indirectly through HP's usual distribution channels.\nThe licenses granted above are only for use in connection with the HP Product\nspecified herein, for the purpose of interfacing the JetFax Firmware to the HP\nProduct, and to use the Hardware Design Package in connection with such\n\n                                       3.\n\n\n \nactivities. HP agrees that it shall keep the Hardware Design Package\nconfidential and shall ensure that the same degree of care is used to prevent\nthe unauthorized use, dissemination or publication of the Hardware Design\nPackage as HP would use to protect similar information owned by HP.\n\n     2.2  PURCHASE AND DISTRIBUTION OF JETFAX ASICs.\n\n          2.2.1  THIRD-PARTY MANUFACTURER.  JetFax shall enter into agreements\nwith certain HP-qualified ASIC manufacturers authorizing such manufacturers to\nmanufacture and sell JetFax ASICs directly to HP, and upon HP's request provide\ndocumentation of such authorization. In addition, in connection with such\nagreements, JetFax shall provide engineering support and documentation to such\nHP-qualified ASIC manufacturers as reasonably required to enable such\nmanufacturers to meet their delivery requirements with HP.  HP may purchase\nJetFax ASICs only from such authorized HP-qualified ASIC manufacturers, and any\nsuch purchases made by HP shall be subject to the terms and conditions agreed\nupon by HP and such authorized HP-qualified ASIC manufacturer.\n\n          2.2.2  DISTRIBUTION.  Subject to HP's compliance with the terms of\nthis Agreement, JetFax hereby grants HP the right to distribute the JetFax ASICs\nas part of the HP Product described herein and to distribute the JetFax ASICs as\nspare or replacement parts for the HP Product described herein. HP shall not\ndistribute JetFax ASICs in any other manner without JetFax's prior written\napproval for such distribution.\n\n          2.2.3  ENGINEERING CHANGES.   Subsequent to the acceptance of final\nmask for first production, JetFax will not make changes to the ASICs without the\nprior written consent of HP. In the event that circumstances beyond  reasonable\ncontrol of the parties require changes after the acceptance date of final mask\nfor first production, the parties will promptly meet and determine, in good\nfaith, the appropriate changes and timing of such changes.\n\n     2.3  REPRODUCTION AND DISTRIBUTION OF JETFAX FIRMWARE.  Subject to HP's\ncompliance with the terms of this Agreement, JetFax hereby grants to HP a\nworldwide, non-exclusive, non-transferable license to use, reproduce and\ndistribute directly and indirectly, through HP's usual distribution channels,\nthe object code version of the JetFax Firmware and JetFax Firmware Updates as a\npart of the HP Product or for repair and maintenance of such product.\n\n     2.4  REPRODUCTION AND DISTRIBUTION OF JETFAX DOCUMENTATION.  Subject to\nHP's compliance with the terms of this Agreement, JetFax hereby grants to HP a\nworldwide, non-exclusive, non-transferable license to use, modify, reproduce and\ndistribute directly and indirectly, through HP's usual distribution channels,\nthe JetFax Documentation as a part of the HP Product or in conjunction with such\nproduct.\n\n                                       4.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                                                                               \n\n     2.5  DISTRIBUTION OF HP EXCLUSIVE FEATURES.  Subject to HP's compliance\nwith the terms of this Agreement, JetFax hereby grants to HP,  [*]\n\n     2.6  REPRODUCTION AND DISTRIBUTION OF [*]   Subject to HP's compliance with\nthe terms of this Agreement, JetFax hereby grants to HP a worldwide, non-\nexclusive, non-transferable license to, (a) use, reproduce and distribute,\ndirectly and indirectly, through HP's usual distribution channels, [*] and the\n[*]  only as part of, or bundled with the HP Product; and (b) sublicense the [*]\nto end users for installation with an already installed HP Product.\n\n     2.7  END USER LICENSES.  JetFax is responsible for embedding the HP\nStandard Software License Terms as an essential step in the installation of the\nSoftware to ensure end user receipt of the HP Standard Software License, such\nlicense to include terms and conditions substantially equivalent to those set\nforth in EXHIBIT F (\"HP Software License Terms\") to this Agreement.  The terms\nof such license will be drafted so as to apply to the JetFax Software.\n\n3.   DEVELOPMENT.  Subject to the terms of this Agreement and the timely receipt\nof all associated HP deliverables, JetFax will, in a timely and professional\nmanner, initiate the Development Project, staff the Development Project as\nrequired, and use reasonable efforts to achieve the milestones listed in the\nDevelopment Schedule on or before the dates associated with each such milestone.\nHP agrees to designate a technically qualified person to respond to information\nrequests by JetFax who, when so requested by JetFax, shall use his or her best\nefforts to respond.\n\n4.   DELIVERY, TESTING AND ACCEPTANCE.\n\n     4.1  HP DELIVERABLES.  HP shall promptly provide JetFax with an appropriate\nnumber of development HP Products, and any additional software, equipment and\ndocumentation, if any, as necessary for JetFax to complete the Development\nProject and for testing and support of the JetFax Firmware in accordance with\nSection 4.3 (\"Testing\")\n\n                                       5.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQEUSTED\n\n\nbelow.  All equipment loaned by HP to JetFax shall remain the property of HP and\nshall be fully insured by JetFax.  HP recognizes that an equipment failure could\nresult in a delay in the Development Schedule and, while such equipment is in\nthe possession of JetFax, HP shall assist in maintaining the same in good\nworking order. At JetFax's request during the term of JetFax's warranty and\ncontinuing support activities hereunder, HP will continue to ensure that at\nleast one unit on loan to JetFax is the then current production unit of the HP\nProduct which HP is actually shipping.\n\n     4.2  JETFAX DELIVERABLES.  JetFax will use commercially reasonable efforts\nto provide HP with the JetFax Deliverables as described in EXHIBIT A ( \"HP\nProduct Technical System Specification\") in accordance with the Development\nSchedule as detailed in EXHIBIT B (\"Development Schedule\").  At JetFax's option,\nthe JetFax Deliverables will be delivered telephonically from JetFax's place of\nbusiness to an HP server in California, provided that JetFax bears the costs of\nsuch telephonic transmission to such server.  For purposes of tax documentation,\ncoincident with the telephonic transmission of such deliverable items JetFax may\nsend to HP a certificate containing the date of transmission, the time of such\ntransmission, the name(s) of JetFax personnel who made the transmission, the\nsignature(s) of such personnel and a general description of the nature of the\nitem(s) transmitted sufficient to distinguish the transmission from other\ntransmissions.  Within fifteen (15) days of receipt of the certificate, HP shall\nreturn such certificate to JetFax, identifying the HP personnel who received\nsuch transmission and, if the information on such certificate is true and\naccurate, supply the signature of such receiving personnel verifying the\noccurrence of the transmission.\n\n     4.3  TESTING.\n\n          4.3.1  DEVELOPMENT OF TEST PLAN.  The parties will work in good faith\nto develop the Testing Criteria.  HP or its manufacturing partner will be\nresponsible for most of the hardware tests and design issues related to very\nhigh-volume production, and for testing the mechanical performance of the HP\nProduct.  In addition, HP or its manufacturing partner will also test\nenvironmental and reliability standards of the HP Product.\n\n          4.3.2  INTERIM PERFORMANCE TESTING.  Upon JetFax's delivery of each\ninterim JetFax Deliverable listed in the Development Schedule, HP [*] in\naccordance with the applicable Testing Criteria, for conformity with the\napplicable Acceptance Criteria and the Testing Criteria.  HP shall inform JetFax\nof the results of such testing and, if HP is unable to accept the interim JetFax\nDeliverables, the basis for a finding of nonconformity or failure of such\ninterim JetFax Deliverables to conform to the Testing Criteria. JetFax shall use\nreasonable efforts to promptly correct nonconformities and resubmit the same for\n\n                                       6.\n\n\n \n                                    [*] = CONFIDENTIAL TREATMENT REQEUSTED\n\n \n\nretesting by HP. This process shall continue until HP accepts such interim\nJetFax Deliverable, or terminates under section 12.2.2.\n\n     4.4  FINAL ACCEPTANCE.  The JetFax Deliverables shall conform to\nspecifications in EXHIBIT A ( \"HP Product Technical System Specifications\") and\nmeet the Acceptance Criteria. HP shall have [*]\n\n     4.5  COMPLIANCE AND CERTIFICATION.  HP shall be responsible for all\ncompliance testing and certification, in the U.S. and internationally, for\nsafety, emissions, ESD and other required standards, including but not limited\nto \"Public Telephone and Telegraph\" (PTT) testing and approvals.\nNotwithstanding the above, JetFax shall be responsible for [*]  JetFax and HP\nwill work together to take corrective actions required for problems found in\nsuch testing and JetFax shall make reasonable changes to its designs and\nsoftware as required.  All costs for compliance testing and certifications,\nincluding\n\n                                       7.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQEUSTED\n\n                                                                               \n\ntravel and other reasonable expenses of JetFax personnel requested by HP to\nparticipate in such testing or certification, shall be paid by HP.\n\n5.   PAYMENTS.\n\n     5.1  NON-RECURRING ENGINEERING FEES. As and upon HP's acceptance of each\ndeliverable in accordance with the milestones listed in EXHIBIT B (\"Development\nSchedule\"), HP shall pay JetFax a non-recurring engineering fee equal to the\namount associated with each such milestone. Notwithstanding the failure of\nJetFax to meet such individual milestones, HP shall nonetheless be obligated to\npay to JetFax the associated non-recurring engineering milestone payments on the\ntargeted date of completion if JetFax's failure to complete the milestone by the\nlisted date is due to a failure by HP or its designated suppliers, to provide\nmaterial support, data and deliverables in a timely manner and HP has received\nprompt written notice from JetFax upon JetFax's discovery that such failure by\nHP would, in fact, result in JetFax's inability to complete the milestone by the\nlisted date.\n\n     5.2  ROYALTIES.\n\n          5.2.1   PREPAID ROYALTIES.  HP shall pay to JetFax the following\nrefundable prepaid royalties in advance of actual sales of the HP Product\naccording to the following schedule:\n\n\n                                                                       \n                                                           Prepaid   \nPayment                                   Targeted Date    Royalty  \nNumber              Milestone             of Completion    Amount    \n------              ---------             -------------    ------\n[*]                 [*]                   [*]                     [*]\n \n \nTOTAL PREPAID ROYALTIES                                           [*]\n\n                                                                  [*] \n\n                                       8.\n\n\n \n                                        [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n     [*]\n\n     The prepaid royalties shall be recovered by HP at the rate of [*]\n\n          5.2.2  ROYALTY RATE.  HP shall pay JetFax a royalty of (i) [*]\n\n          5.2.3  WHEN ROYALTIES EARNED.  Each royalty due hereunder shall be\nearned on the date the Royalty Generating Unit is shipped.\n\n     5.3  TAXES.   License fees and prices to HP do not include taxes of any\nnature.  HP will pay ordinary sales and property taxes where applicable when\ninvoiced by JetFax or will supply appropriate tax exemption certificates in a\nform satisfactory to JetFax.  Under no circumstances will either party be\nresponsible for the other parties' income tax, franchise tax or other similar\ntax liability.\n\n     5.4  PAYMENT TERMS.   All payments hereunder shall be in U.S. dollars and\nshall be paid by HP's U.S. corporate entity. HP shall make payments required\nhereunder, without deduction of any tax, duty, fee or commissions.  All NRE\npayments and prepaid royalties due in accordance with the terms of the Agreement\nshall be paid [*] after the completion of the applicable milestone. All\nroyalties due in accordance with the terms of the Agreement shall be paid within\n[*] after the end of each HP fiscal quarter in which they occur. With each\nroyalty payment HP shall include a written summary of the records described in\nSection 6.1 (\"Records\") below, broken out by month of sale. [*]  Such oral\ncommunication shall be subject to final adjustment by HP at the end of each\naccounting period.\n\n                                       9.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n6.   RECORDS AND AUDIT.\n\n     6.1  RECORDS.  HP shall maintain a complete, clear and accurate record of\nthe number of Royalty Bearing Units shipped during the fiscal quarter, and any\nother information which may be required to determine whether HP is paying the\ncorrect royalty amount hereunder.\n\n     6.2  RIGHT OF AUDIT.  To ensure compliance with the terms of this\nAgreement, JetFax shall have the right to have an inspection and audit of all\nthe relevant accounting and sales books and records of HP conducted by an\nindependent audit firm reasonably acceptable to both parties whose fee is paid\nby JetFax, and shall be conducted during regular business hours at HP's offices\nand in such a manner as not to interfere with HP's normal business activities.\nIn no event shall audits be made hereunder more frequently than every twelve\n(12) months. If such inspections should disclose any underreporting, HP shall\npromptly pay JetFax such underpayment amount, and if such inspections should\ndisclose any overreporting, JetFax shall promptly pay HP such overpayment\namount.  In the event such auditor's inspection shows a five percent (5%) or\ngreater underreporting, HP shall pay such auditor's fees and expenses for such\naudit.\n\n7.   TRAINING AND SUPPORT.\n\n     7.1  TRAINING AND SUPPORT.  JetFax agrees to provide the training,\ntechnical assistance and manufacturing support described in EXHIBIT C (\"Training\nand Support\").\n\n     7.2  SUPPORT OF JETFAX FIRMWARE AND [*]   HP shall be free, without\nadditional payments to JetFax, to distribute to existing customers using the HP\nProduct only, revisions to the [*] through its distribution channels, via its\nwebsites or its other normal distribution methods.  Following the expiration of\nthe relevant Warranty Period (as defined in Section 13.1 (\"Performance\nWarranty\"), for up to [*] following the Date of First Commercial Shipment,\nJetFax will provide to HP those Updates to the JetFax Software that HP requests\nin accordance with the continuing support terms attached hereto as EXHIBIT C\n(\"Training and Support\").  HP agrees that all contact regarding continuing\nsupport services shall be handled through up to three designated HP contacts to\nbe specified by HP.\n\n     7.3  END USER SUPPORT.  HP will have the sole responsibility for supporting\nits end users and will provide end users with reasonable end user documentation,\nwarranty service, and telephone support for the use of HP Product consistent\nwith HP's practice for supporting its other products.\n\n8.   MARKETING OBLIGATIONS.\n\n                                      10.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n     8.1  PUBLICITY.   Within [*]  following the date HP first announces the HP\nProduct, the parties shall issue a press release, the terms of which are\nmutually acceptable to both HP and JetFax.\n\n     8.2  JETFAX AFTER MARKET PRODUCTS.  HP shall, in good faith, assist JetFax\nin marketing certain JetFax after market products through [*]to end users of the\nHP Product.\n\n9.   PROPRIETARY RIGHTS.\n\n     9.1  OWNERSHIP.  The parties acknowledge that the other party and its\nsuppliers have and retain exclusive ownership of all their respective\ntrademarks, logos and product names, and all rights, title and interest,\nincluding all trademarks, copyrights, patents, mask work rights, trade names,\ntrade secrets and other intellectual property rights to all of the documentation\nand computer-recorded data comprising or included in the JetFax Deliverables\nwith respect to JetFax ownership and the HP Product other than the JetFax\nDeliverables with respect to HP ownership.  All related ideas, developments,\nconcepts, techniques, know-how, trade secrets and inventions which are conceived\nor reduced to practice during the course of this Agreement shall belong\nexclusively to the developing party. Except for the rights expressly enumerated\nherein, HP is not granted any rights to patents, mask work rights, copyrights,\ntrade secrets, trade names, trademarks, or any other rights, franchises or\nlicenses with respect to the JetFax Deliverables.  In the event that HP obtains\nthe source code versions of the JetFax Deliverables and related materials\npursuant to Section 10 (\"Escrow\"), HP agrees that such source code and related\nmaterials will be protected as JetFax Deliverables hereunder and that it will\nnot publish, disclose or otherwise divulge such source code and related\nmaterials to any person, except officers, employees and independent contractors\nof HP who have entered into non-disclosure agreements at least as protective of\nJetFax's proprietary rights as set forth herein and need access to such source\ncode or related materials to perform their duties, at any time, either during\nthe term or after the termination of this Agreement.\n\n     9.2  NO SOURCE CODE.  HP specifically acknowledges that no rights, other\nthan those contained in Section 10 (\"Escrow\"), to the human readable, source\ncode versions of the JetFax Software are granted to it (except resource source\nfiles and message string source files for both host based software and device\nfirmware for translation purposes only). HP agrees that it will not attempt to\nreverse engineer, reverse compile, disassemble or otherwise attempt to create\nsource code which is derived from the JetFax Software provided to HP solely in\nobject code form during the term of this Agreement so long as this agreement\nremains in force and for one year following termination.  In addition, HP shall\nnot reverse engineer the JetFax ASICs or any portion thereof so long as this\nagree-ment remains in force and for one year following termination.\nNotwithstanding the above, the parties agree that HP will use, and it shall not\nbe considered a breach of this\n\n                                      11.\n\n\n \nSection 9.2 to employ, in conjunction with JetFax, ordinary techniques available\nto debug and resolve problems with the JetFax Software.\n\n     9.3  PROPRIETARY NOTICES.  HP agrees as a condition of its rights\nhereunder, not to remove or deface appropriate proprietary JetFax notices\nappearing on the JetFax Deliverables for all HP internal distribution\nactivities.  HP further agrees, to reproduce, in accordance with EXHIBIT E\n(\"Trademarks\"), appropriate JetFax copyright notices on the JetFax Software, the\nsoftware media, and in any electronic distribution of software, such as drivers\nor updates.\n\n     9.4  RESTRICTED RIGHTS.  The JetFax Software is a \"commercial item,\" as\nthat term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of \"commercial\ncomputer software\" and \"commercial computer software documentation,\" as such\nterms are used in 48 C.F.R. 12.212 (SEPT 1995).  Consistent with 48 C.F.R.\n12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), HP will identify\nand license the JetFax Software to U.S. Government end users (i) only as a\ncommercial end item and (ii) with only those rights as are granted to all other\nend users pursuant to the terms and conditions herein.  In the event that HP\nreceives a request from any agency of the U.S. Government to provide the JetFax\nSoftware with rights beyond those set forth above, HP will notify JetFax of the\nscope of rights requested and the agency making such request and JetFax will\nhave five (5) business days to, in its sole discretion, accept or reject such\nrequest.\n\n     9.5  FOREIGN GOVERNMENT AGREEMENTS.  HP will take commercially reasonable\nsteps in making proposals and agreements with foreign governments other than the\nUnited States which involve the JetFax Software and related documentation to\nstrive for the objective that JetFax's proprietary rights in such JetFax\nSoftware and related documentation receive the maximum protection available from\nsuch foreign government for commercial computer software and related\ndocumentation developed at private expense.\n\n10.  ESCROW.  Concurrently with execution of this Agreement, JetFax , HP and an\nescrow agent mutually acceptable to both parties (the \"Escrow Agent\") shall\nenter into an escrow agreement (the \"Escrow Agreement\") which provides for\nJetFax's delivery of the source code version of the JetFax Software and the\nspecifications of the JetFax ASICs (the \"Escrowed Material\") to the Escrow Agent\nupon execution of this Agreement and periodically thereafter as JetFax provides\nnew releases of the JetFax Software to HP in accordance with the terms hereof\nand release of the Escrowed Material upon the occurrence of release conditions\nto be set forth in the Escrow Agreement.  A copy of the Escrow Agreement is\nattached hereto as EXHIBIT D (\"Escrow Agreement\").\n\n                                      12.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQEUSTED\n\n\n11.  LICENSE TO USE TRADEMARKS.\n\n     11.1 HP'S USE OF TRADEMARKS.   HP agrees that it will permanently include\nJetFax Trademarks, in a form similar to those included in EXHIBIT E\n(\"Trademarks\"), on all copies of the JetFax Software and JetFax ASICs.  HP also\nagrees that it will include the JetFax and JetSuite brand names, in a form\nsimilar to those included in EXHIBIT E (\"Trademarks\"), along with HP logos in\nsplash screens, installation screens, about boxes, demo pages, help tutorials,\nmanuals, media labels and marketing collaterals.\n\n     11.2 OWNERSHIP OF TRADEMARKS.  HP acknowledges the ownership of the JetFax\nTrademarks in JetFax. HP agrees that it will do nothing inconsistent with such\nownership and that all use of JetFax Trademarks by HP shall inure to the benefit\nof and be on behalf of JetFax. HP acknowledges that JetFax Trademarks are valid\nunder applicable law and that HP's utilization of such JetFax Trademarks will\nnot create any right, title or interest in or to such trademarks. HP\nacknowledges JetFax's exclusive right to use of JetFax Trademarks and agrees not\nto do anything contesting or impairing the trademark rights of JetFax.  Any use\nof JetFax trademarks must identify JetFax as the owner of such trademarks.  HP\nagrees that JetFax will use and reproduce the HP Trademarks for inclusion in the\nJetFax Deliverables.  JetFax acknowledges the validity of the HP Trademarks and\nagrees the JetFax's utilization of such HP Trademarks will not create any right,\ntitle or interest in or to such trademarks.  JetFax and HP agree that no usage\nof Trademarks or commitments in this section shall extend beyond the scope of\nactivity envisioned by this Agreement.\n\n     11.3 QUALITY STANDARDS.   JetFax is familiar with and approves of the\nquality of HP hardware products that are similar to the HP Product. The quality\nof the HP Product sold in connection with the JetFax Trademarks shall be\nsubstantially the same as the quality of such other HP hardware products.\n\n12.  TERM AND TERMINATION.\n\n     12.1 TERM.  The initial term of this Agreement shall be [*] from the\nEffective Date, unless this Agreement is earlier terminated pursuant to Section\n12.2.\n\n     12.2 TERMINATION.\n\n          12.2.1  TERMINATION FOR CAUSE.  A party may terminate this Agreement\nin the event of any material breach by the other party which continues uncured\nafter [*] written notice by the non-breaching party of said breach (which notice\nshall, in reasonable detail, specify the nature of the breach) to the breaching\nparty.\n\n                                      13.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n          12.2.2  TERMINATION FOR CONVENIENCE.  Subject to the provisions of\nSection 12.3.6, HP may terminate this Agreement without cause upon [*] written\nnotice to JetFax.\n\n     12.3 OBLIGATIONS ON TERMINATION OR EXPIRATION.  Upon termination or\nexpiration of this Agreement:\n\n          12.3.1  LICENSES TERMINATED.  The licenses granted pursuant to\nSection 2 (\"License Grants\") shall terminate immediately.\n\n          12.3.2  CONTINUED SUPPORT; RETURN OR DESTRUCTION OF JETFAX\nDELIVERABLES.  Except in the case where this Agreement is terminated prior to\nthe Date of First Commercial Shipment, HP shall have the right to retain a\nreasonable number of copies of the JetFax Software and use such JetFax Software\nonly to the extent required for support and maintenance purposes.  HP will\nimmediately discontinue use (except as set forth in the preceding sentence) and\ndistribution of, and return or destroy all copies of the JetFax Deliverables in\nits possession (including copies placed in any storage device under HP's\ncontrol). Upon JetFax's request, HP shall warrant in writing to JetFax its\nreturn or destruction of all of JetFax's proprietary information within thirty\n(30) days of termination or expiration.\n\n          12.3.3  CONTINUED USE BY END USERS.  End users shall be permitted the\ncontinued and uninterrupted use of the JetFax Software for the balance of the\nterm of their end user agreements, as specified in such agreements, provided\nthat and so long as the end users are not in default of their end user\nagreements.\n\n          12.3.4  DEFAULT BY END USERS.  HP's rights upon default of the end\nusers relating to the JetFax Software, as specified in the end user agreement,\nshall automatically be assigned to JetFax to the extent relevant to the\nenforcement by JetFax of the proprietary rights of JetFax and\/or its suppliers\nin the JetFax Software.\n\n          12.3.5  SURVIVAL OF TERMS.  The parties' rights and obligations set\nforth in Section 9 (\"Proprietary Rights\"), Section 12.3 (\"Obligations on\nTermination or Expiration\"), Section 13.2 (\"Limitation on Warranties\"), Section\n14 (\"Indemnification\"), Section 15 (\"Limitation of Liability\") and Section 16\n(\"General\") shall continue after the termination or expiration of this\nAgreement.\n\n          12.3.6  LIQUIDATED DAMAGES.  HP AND JETFAX HEREBY ACKNOWLEDGE AND\nAGREE THAT IT WOULD BE IMPRACTICAL AND\/OR EXTREMELY DIFFICULT TO FIX OR\nESTABLISH THE ACTUAL HARM SUSTAINED BY JETFAX AS A RESULT OF THE TERMINATION OF\nTHIS AGREEMENT DURING THE DEVELOPMENT PERIOD OR THEREAFTER, AND THAT THE DAMAGES\nLISTED BELOW ARE A REASONABLE\n\n                                      14.\n\n\n \nAPPROXIMATION THEREOF.  IN THE EVENT THAT THIS AGREEMENT IS TERMINATED BY HP FOR\nCONVENIENCE PURSUANT TO SECTION 12.2.2 ABOVE, HP SHALL PAY JETFAX THE FOLLOWING:\n \n              1)  [*]\n              2)  [*]\n              3)  [*] \n\nIN THE EVENT THAT THIS AGREEMENT IS TERMINATED BY HP FOR CAUSE UNDER SECTION\n12.2.1, HP SHALL PAY THE FOLLOWING:\n \n              1)  [*]\n              2)  [*] \n \n\n                                                  \n                                                  \nMilestone                          Targeted Date               \nNumber            Milestone        of Completion        Amount\n------------      ---------        -------------        ------ \n[*]               [*]              [*]                     [*]\n \n \n\nIN THE EVENT THAT JETFAX TERMINATES THIS AGREEMENT FOR HP'S MATERIAL BREACH\n   PURSUANT TO SECTION 12.2.1, JETFAX SHALL, [*]\n\n                                      15.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQEUSTED\n\n[*]  HP AND JETFAX AGREE THAT THE LIQUIDATED DAMAGES ARE A REASONABLE\nAPPROXIMATION OF JETFAX'S DAMAGES AS A RESULT OF ANY TERMINATION OF THIS\nAGREEMENT DURING THE DEVELOPMENT PERIOD OR THEREAFTER.  SUCH PAYMENTS SHALL NOT\nSERVE TO WAIVE JETFAX'S RIGHTS TO SEEK INJUNCTIVE RELIEF PURSUANT TO SECTION\n16.5 (\"INJUNCTIVE RELIEF\").\n\n13.  WARRANTIES.\n\n     13.1 PERFORMANCE WARRANTY.  JetFax warrants that the JetFax Software and\nthe Hardware Design Package, for a period of [*]  after the Date of First\nCommercial Shipment (the \"Warranty Period\"), will perform substantially in\naccordance with the applicable Acceptance Criteria when used in conjunction with\nthe HP Product. JetFax shall, at its expense, provide a correction or workaround\nfor any reproducible Errors which may be discovered in the JetFax Software or in\nthe Hardware Design Package if they are reported to JetFax by HP during the\nWarranty Period and deliver an updated version of the JetFax Software or\nHardware Design Package to HP. This warranty shall not apply to such JetFax\nSoftware or Hardware Design Package if it (i) has been modified by HP or any\nthird party (ii) is any version other than the most current version of such\nJetFax Software or Hardware Design Package shipped by HP hereunder or the\nversion shipped by HP immediately preceding such current version.  Also, this\nwarranty shall not apply to the Hardware Design Package if the resulting JetFax\nFormatter is not assembled according to JetFax specifications.\n\n     13.2 LIMITATIONS ON WARRANTIES. HP acknowledges that JetFax does not\nwarrant that the JetFax Software will meet HP's requirements, that operation of\nthe JetFax Software will be uninterrupted or error free, or that all software\nerrors will be corrected.  JetFax is not responsible for problems caused by\ncomputer hardware or other computer operating systems (including those making up\nother HP products) which are not compatible with the system specifications\nrequired to run the JetFax Software as set forth in the applicable Acceptance\nCriteria, or for problems in the interaction of the JetFax Software with non\nJetFax software. HP acknowledges that the JetFax Software is of such complexity\nthat it may have inherent defects, and agrees that JetFax makes no other\nwarranty, either express or implied, as to any matter whatsoever.  The foregoing\nstates JetFax's sole and exclusive warranty to HP concerning the JetFax software\nand HP's sole and exclusive remedy for breach of warranty. EXCEPT AS EXPRESSLY\nSET FORTH ABOVE, THE JETFAX DELIVERABLES ARE PROVIDED STRICTLY \"AS IS\". Except\nfor the express warranties stated in this agreement, JetFax makes no additional\n\n                                      16.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\nwarranties, express, implied, arising from course of dealing or usage of trade,\nor statutory, as to the JetFax Deliverables or any matter whatsoever. IN\nPARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR\nPURPOSE AND NONINFRINGEMENT ARE EXPRESSLY EXCLUDED.  HP shall not have the right\nto make or pass on, and shall take all measures necessary to ensure that neither\nit nor any of its agents or employees shall make or pass on, any express or\nimplied warranty or representation on behalf of JetFax to any HP customer, end\nuser, or third party.\n\n14.  INDEMNIFICATION.\n\n     14.1 BY JETFAX.   Subject to Section 15, JetFax agrees to indemnify and\ndefend HP from any costs, damages, and reasonable attorneys' fees resulting from\nany claims by third parties that the uses permitted hereunder of the JetFax\nDeliverables  infringe any (i) U.S. copyrights, or U.S. trademarks; or (ii)\npatents issued in the Designated Countries provided that, HP gives JetFax prompt\nwritten notice of any such claim, tenders to JetFax the defense or settlement of\nsuch a claim at JetFax's expense, and cooperates with JetFax, at JetFax's\nexpense, in defending or settling such claim. If JetFax receives notice of an\nalleged infringement or if HP's use of the JetFax Deliverables shall be\nprevented by permanent injunction, JetFax may, at its sole option and expense,\nprocure for HP the right to continued use of the JetFax Deliverables as provided\nhereunder, modify the JetFax Deliverables so that it is no longer infringing, or\nreplace the JetFax Deliverables with a deliverable of equal or superior\nfunctional capability. The rights granted to HP under this section shall be HP's\nsole and exclusive remedy and JetFax's sole obligation for any alleged\ninfringement of any patent, copyright, trademark, or other proprietary right.\nJetFax will have no liability to HP [*]\n\n     14.2 BY HP.  HP agrees to indemnify and defend JetFax from any costs,\ndamages, and reasonable attorneys' fees resulting from all claims by third\nparties arising from the use, manufacture, and distribution of HP Products by HP\nand its direct and indirect customers in [*]  provided that JetFax gives HP\nprompt written notice of any such claim, tenders to HP the defense or settlement\nof any such claim at HP's expense, and cooperates with HP, at HP's expense, in\ndefending or settling\n\n                                      17.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                                                                               \n\nsuch claim. HP will have no liability to JetFax with respect to any claim as to\nwhich JetFax is liable to HP pursuant to Section 14.1 (\"By JetFax\") above.\n\n15.  LIMITATION OF LIABILITY.   Neither party will be liable to the other party\nor any other party for any loss of use, interruption of business or any\nindirect, special, incidental or consequential damages of any kind (including\nlost profits) regardless of the form of action whether in contract, tort\n(including negligence), strict product liability or otherwise, even if either\nparty has been advised of the possibility of such damages. The foregoing\nlimitation of liability is independent of any exclusive remedies for breach of\nwarranty set forth in this Agreement.  The limitation above shall not apply and\nshall be of no force and effect with regard to damages attributable to a breach\nof the scope of the licenses granted in Section 2 (\"License Grants\") or a breach\nof the protective provisions set forth in Section 9 (\"Proprietary Rights\")  [*]\n\n16.  GENERAL.\n\n     16.1 DISPUTE RESOLUTION.  In the event of disputes between the parties\narising from or concerning the subject matter of this Agreement, other than\ndisputes arising from or the protection of either party's proprietary\ninformation, the parties will first attempt to resolve the dispute through good\nfaith negotiation: first among and between the program managers assigned to the\nDevelopment Project, and if the dispute is not resolved within 3 days,\nnegotiation between senior officers (having the necessary authority to resolve\nthe dispute on behalf of such party) of each party .  In the event that the\ndispute cannot be resolved through the good faith negotiation of such senior\nofficers, the parties, within 5 days after written notice, will refer the\ndispute to a mutually acceptable mediator, skilled in the technology and\nindustry relating to the subject matter of this Agreement, for hearing in a\nplace to be agreed to by the parties.  If a mutually acceptable mediator cannot\nbe selected by the parties, the parties agree to use a mediator, skilled in the\ntechnology and industry relating to the subject matter of this Agreement,\nselected by the American Arbitration Association.\n\n     16.2 GOVERNING LAW. This Agreement shall be governed in all respects by the\nlaws of the United States of America and the State of California as such laws\nare applied to agreements entered into and to be performed entirely within\nCalifornia between California residents.\n\n     16.3 CHOICE OF FORUM AND VENUE. All disputes arising under this Agreement\nnot resolved in accordance with Section 16.1 (\"Dispute Resolution\") above, shall\nbe brought in Superior Court of the State of California in Santa Clara County or\nthe Federal District Court of San Jose, California, as permitted by law.  The\nSuperior Court of Santa Clara\n\n                                      18.\n\n\n \nCounty and the Federal District Court of San Jose shall each have nonexclusive\njurisdiction over disputes under this Agreement.  The parties consent to the\npersonal jurisdiction of the above courts.\n\n     16.4 NOTICES. All notices or reports permitted or required under this\nAgreement shall be in writing and shall be delivered by personal delivery,\ntelegram, telex, telecopier, facsimile transmission, or by certified or\nregistered mail, return receipt requested, and shall be deemed given upon\npersonal delivery, five (5) days after deposit in the mail, or upon\nacknowledgment of receipt of electronic transmission. Notices shall be sent to\nthe signatory of this Agreement at the address set forth at the end of this\nAgreement or such other address as either party may specify in writing.\n\n     16.5 INJUNCTIVE RELIEF. It is understood and agreed that, notwithstanding\nany other provisions of this Agreement, breach of the provisions regarding the\nScope of the Licenses granted in Section 2 (\"License Grants\") or protection of\nProprietary Information set forth in Section 9 (\"Proprietary Rights\") of this\nAgreement by either party will cause the other irreparable damage for which\nrecovery of money damages would be inadequate, and that the damaged party shall\ntherefore be entitled to seek injunctive relief to protect its rights under this\nAgreement in addition to any and all remedies available at law.\n\n     16.6 NO AGENCY. Nothing contained herein shall be construed as creating any\nagency, partnership, or other form of joint enterprise between the parties.\n\n     16.7 FORCE MAJEURE. Neither party shall be liable hereunder by reason of\nany failure or delay in the performance of its obligations hereunder (except for\nthe payment of money) on account of strikes, shortages, riots, insurrection,\nfires, flood, storm, explosions, acts of God, war, governmental action, labor\nconditions, earthquakes, material shortages or any other cause which is beyond\nthe reasonable control of such party.\n\n     16.8 WAIVER. The failure of either party to require performance by the\nother party of any provision hereof shall not affect the full right to require\nsuch performance at any time thereafter; nor shall the waiver by either party of\na breach of any provision hereof be taken or held to be a waiver of the\nprovision itself.\n\n     16.9 SEVERABILITY. In the event that any provision of this Agreement shall\nbe unenforceable or invalid under any applicable law or be so held by applicable\ncourt decision, such unenforceability or invalidity shall not render this\nAgreement unenforceable or invalid as a whole, and, in such event, such\nprovision shall be changed and interpreted so as to best accomplish the\nobjectives of such unenforceable or invalid provision within the limits of\napplicable law or applicable court decisions.\n\n                                      19.\n\n\n \n     16.10  HEADINGS. The section headings appearing in this Agreement are\ninserted only as a matter of convenience and in no way define, limit, construe,\nor describe the scope or extent of such section or in any way affect this\nAgreement.\n\n     16.11  ASSIGNMENT.  Either party shall have the right to assign its rights\nand obligations pursuant to this Agreement to a successor entity in the event of\na merger or reorganization in which such party is not the surviving entity or to\na purchase of all or substantially all of its assets.  Except as set forth\nabove, neither this Agreement nor any rights or obligations of either party\nhereunder may be assigned in whole or in part without the prior written approval\nof the non-assigning party.\n\n     16.12  EXPORT. HP acknowledges that the laws and regulations of the United\nStates restrict the export and re-export of commodities and technical data of\nUnited States origin, including the JetFax Deliverables. HP agrees that it will\nnot export or re-export the JetFax Deliverables in any form, without the\nappropriate United States and foreign governmental licenses. HP agrees that its\nobligations pursuant to this Section shall survive and continue after any\ntermination or expiration of rights under this Agreement.\n\n     16.13  FULL POWER. Each party represents and warrants that it has full\npower to enter into and perform this Agreement, and the person signing this\nAgreement on each party's behalf has been duly authorized and empowered to enter\ninto this Agreement. Both parties further acknowledge that each has read this\nAgreement, understands it and agrees to be bound by it.\n\n     16.14  CONFIDENTIAL AGREEMENT. Neither party will disclose any terms or the\nexistence of this Agreement except pursuant to a mutually agreeable press\nrelease, with written consent of the other party, or as otherwise required by\nlaw.  However, in no event will a party be responsible for confirming the\nveracity of statements made by the other party.  If  required to disclose any\naspect of this agreement by legal requirement such as subpoena or other legal\nmandate, each party agrees to use best efforts in each such circumstance to\nprovide to the other, prior to such party's initial disclosure pursuant to such\nlegal requirement, a copy of the proposed disclosure (such proposed disclosure\nmay be a redacted version of this Agreement) showing such party's attempt to\nlimit, redact, excise and otherwise restrict the disclosure of sensitive\nportions of this Agreement.  The nondisclosing party shall then have seven (7)\ncalendar days to provide its suggested limitations, redactions and restrictions\nto the disclosing party's draft disclosure.  The disclosing party shall then in\ngood faith attempt to include those suggested limitation, redactions and\nrestrictions, wherever possible in its submission of the disclosure as required\nby law, and thereafter in subsequent negotiations with the agency or entity to\nwhich disclosure is made.  If such disclosing party does not receive comments\nfrom the non-disclosing party within the seven (7) day period, such submission\nshall be deemed approved by the non-disclosing party.\n\n                                      20.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                                                                               \n\n     16.15  COUNTERPARTS. This Agreement may be executed simultaneously in two\nor more counterparts, each of which will be considered an original, but all of\nwhich together will constitute one and the same instrument.\n\n     16.16  ENTIRE AGREEMENT.  This Agreement together with the exhibits\ncompletely and exclusively states the agreement of the parties regarding its\nsubject matter.  It supersedes, and its terms govern, all prior proposals,\nagreements, or other communications between the parties, oral or written,\nregarding such subject matter.  This Agreement shall not be changed or modified\nexcept through written mutual agreement signed by officers or program managers\nof the parties, and any provision or a purchase order purporting to supplement\nor vary the provisions hereof shall be void.  Notwithstanding the above, the\nparties agree that the specifications described in EXHIBIT A (\"HP Product\nTechnical System Specification\") largely reflect the requirements as understood\nby the parties on January 7, 1997.  However, as the development project\nprogresses, the parties shall, from time to time and by written mutual agreement\nsigned by officers or program managers, update such specifications to reflect\nany changes and shall consider the impact on cost, schedule and performance.\n\n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed as of the Effective Date by their duly authorized representatives.\n\nJETFAX:                             HP:\n\n\nJETFAX, INC.                        HEWLETT-PACKARD COMPANY\n\nBy:\/s\/ EDWARD R. PRINCE III         By:[*]\n   ------------------------                 \n\nPrint                               Print\nName:  Edward R. Prince III         Name:[*]\n     ----------------------                   \n\nTitle:  PRESIDENT                   Title:[*]\n      ---------------------                              \n\n\nAddress for Notice:                 Address for Notice:\n\n1376 Willow Road                    3000 Hanover Street\nMenlo Park, CA 94025                Palo Alto, CA  94304\n\n                                      21.\n\n\n \n                                   EXHIBIT A\n                   HP PRODUCT TECHNICAL SYSTEM SPECIFICATION\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\nHEWLETT-PACKARD LOGO\nHP PRODUCT TECHNICAL SYSTEM SPECIFICATION\n\nTABLE OF CONTENTS\n\n\nSUMMARY                                                         7\n                                                           \n                                                           \nCHANGE PROCESS\/LOG                                              7\n                                                           \n   SUBMITTAL PROCESS                                            7\n                                                           \n   APPROVAL PROCESS                                             7\n                                                           \n   COMMUNICATION PROCESS                                        7\n                                                           \n                                                           \nGENERAL INFORMATION                                             7\n                                                           \n   PRODUCT SPECIFICATIONS                                       8\n                                                           \n                                                           \nGENERAL SPECIFICATION                                           9\n                                                           \n   INTERCONNECTION OVERVIEW                                     9\n                                                           \n   CONFIGURATION USE MODEL                                      9\n                               \n   [*]\n\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                      Page 1\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n\n--------------------------------------------------------------------------------\nPage 2                                      Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n     [*] = CONFIDENTIAL TREATMENT REQUESTED\n[*]\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                      Page 3\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n--------------------------------------------------------------------------------\nPage 4                                      Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\nSUMMARY                                                           2\n\n\n1 GENERAL INFORMATION                                             3\n\n   1.1 PRODUCT OVERVIEW                                           3\n\n   1.2 PROGRAM GOALS                                              5\n\n   [*]             \n\n   1.3 HOST ENVIRONMENT                                           9\n\n   1.5 DOCUMENT SET                                               9\n\n   1.6 OTHER REFERENCES                                           9\n\n\n2 INSTALLATION                                                   11\n\n   2.1 GENERAL CHARACTERISTICS                                   11\n\n   2.2 INSTALLER DESIGN                                          11\n\n   2.3 UNINSTALLER DESIGN                                        12\n\n\n3 USER INTERFACE TO FUNCTIONS                                    15\n\n   [*]\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                      Page 5\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n--------------------------------------------------------------------------------\nPage 6                                      Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n\n                                    [*] = CONFIDENTIAL TREATMENT REQUESTED\n\nSUMMARY\n\n     [*]\n\n\n\n\nCHANGE PROCESS\/LOG\n\n     [*]\n\n\nSUBMITTAL PROCESS\n\n     [*]\n\n\nAPPROVAL PROCESS\n\n     [*]\n\n\nCOMMUNICATION PROCESS\n\n     [*]\n\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                      Page 7\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n                                   [*] = CONFIDENTIAL TREATMENT REQUESTED\n\nGENERAL INFORMATION\n\n\nPRODUCT SPECIFICATIONS\n\n     [*]\n\n--------------------------------------------------------------------------------\nPage 8                                      Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n     [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\nGENERAL SPECIFICATION\n\n     [*]\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                      Page 9\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*] - PAGES 10 THROUGH 20 ARE REDACTED\n\n\n--------------------------------------------------------------------------------\nPage 10                                     Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n     [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\nMISCELLANEOUS\n\n[*]\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                     Page 21\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\nPAGES 22 THROUGH 45 ARE REDACTED\n\n\n\n--------------------------------------------------------------------------------\nPage 22                                     Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] =CONFIDENTIAL TREATMENT REQUEST\n\nENVIRONMENTAL SPECIFICATIONS\n\n     [*]\n\n\nREGULATORY REQUIREMENTS\n\n         [*]\n\n\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                     Page 46\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n         [*]\n\n         REGULATORY TEST SUPPORT REQUIREMENTS\n\n         [*]\n\n         SERVICE REQUIREMENTS\n\n         [*]\n\n         HP CUSTOMER SUPPORT\n\n--------------------------------------------------------------------------------\nPage 47                                     Hewlett-Packard Company Confidential\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\nPAGES 48 THROUGH 50 ARE REDACTED\n\n\n--------------------------------------------------------------------------------\nPage 48                                     Hewlett-Packard Company Confidential\n \n\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n     [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\nMANUFACTURING SUPPORT REQUIREMENTS  (TBD)\n\n\n     [*]\n\n\n\nAPPENDIXES\n\n\nREPORTS\n    \n     [*]\n--------------------------------------------------------------------------------\nHewlett-Packard Company Confidential                                     Page 51\n\n\n \nHP Product STSS, Version 4.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n     [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n     PAGES 52 THROUGH 57 ARE REDACTED\n\n--------------------------------------------------------------------------------\nPage 52                                     Hewlett-Packard Company Confidential\n\n\n \n================================================================================\n\n\n\n                               HP PRODUCT SOFTWARE\n                         TECHNICAL SYSTEM SPECIFICATION\n\n                              Hewlett-Packard Logo\n\n                                   REVISION 2\n                                   MARCH 1997\n\n\n\n\n\n\n\n                    HEWLETT-PACKARD LOGO COMPANY CONFIDENTIAL\n\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page i\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n\n\n\n\n\n\n                          DOCUMENT IDENTIFICATION\n------------------------------------ ------------------------------------------\nTITLE                                HP Product Software TSS                   \n------------------------------------ ------------------------------------------\n------------------------------------ ------------------------------------------\nAUTHORS                              HP Product Software Team                  \n------------------------------------ ------------------------------------------\n------------------------------------ ------------------------------------------\nPRODUCT MODEL NUMBER                 TBD                                       \n------------------------------------ ------------------------------------------\n------------------------------------ ------------------------------------------\nLAN LOCATION\/FILE NAME               c:\\jfcontr\\tss.doc                        \n------------------------------------ ------------------------------------------\n------------------------------------ ------------------------------------------\nMEDIA                                MS Word 7.0, Visio 4.0                    \n------------------------------------ ------------------------------------------\n                                                                             \n\n                      REVISION HISTORY\n              -------------- ----------------------------\n              REVISION       REVISION DESCRIPTION\n              -------------- ----------------------------\n              -------------- ----------------------------\n              DRAFT          Various Reviews, 11\/96\n              -------------- ----------------------------\n              -------------- ----------------------------\n              DRAFT          Various Reviews, 12\/96\n              -------------- ----------------------------\n              -------------- ----------------------------\n              REV. 1         Initial Release\n              -------------- ----------------------------\n              -------------- ----------------------------\n         \n              -------------- ----------------------------\n              -------------- ----------------------------\n         \n              -------------- ----------------------------\n              -------------- ----------------------------\n         \n              -------------- ----------------------------\n              -------------- ----------------------------\n         \n              -------------- ----------------------------\n         \n================================================================================\nHewlett-Packard Company Confidential                                     Page ii\n   \n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\nTABLE OF CONTENTS\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 1\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n\n                                         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n\nSUMMARY\n\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 2\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n1        General Information\n\n1.1  Product Overview\n\n         [*]\n\n\n\n\nComponents:\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 3\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 4\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n1.2  Program Goals\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 5\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 6\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 7\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n1.2.6  Customer Usage Model\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 8\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n1.3  Host Environment\n\n[*]\n\n\n1.5  Document Set\n\n[*]\n\n\n1.6  Other References\n\n[*]\n\n================================================================================\nHewlett-Packard Company Confidential                                      Page 9\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 10\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n\n                                       [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n2   Installation\n\n   [*]\n\n2.1 General Characteristics\n\n   [*]\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 11\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n                                         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n                         [*]\n                             \n                         PAGES 12 THROUGH 24 REDACTED\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 12\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n                                         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n\n4        HELP SYSTEM\n         [*]\n\n\n\n\n4.1      HELP DURING INSTALLATION\n\n         [*]\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 25\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*]\n\nPAGES 26 THROUGH 28 REDACTED\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 26\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n                                       [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n\n\n\nAPPENDIX A        FEATURES LIST\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 29\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n[*] PAGES 30 THROUGH 35 ARE REDACTED\n\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 30\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n                                     [*] = CONFIDENTIAL TREATMENT REQUESTED\nAPPENDIX B  USER TASK LIST\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 36\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n[*] = CONFIDENTIAL TREATMENT REQUESTED\n\n[*] PAGES 37 AND 38 REDACTED\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 37\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n\n                                     [*] = CONFIDENTIAL TREATMENT REQUESTED\n\nAPPENDIX C [*]\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 39\n\n\n \nHP Product STSS, Version 2.0                                      March 18, 1997\n--------------------------------------------------------------------------------\n\n\n   [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n   [*] PAGES 40 AND 41 ARE REDACTED\n\n\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 40\n\n\n \n                                   [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                       APPENDIX D -- HP EXCLUSIVE FEATURES\n\n\n[*]\n\n\n================================================================================\nHewlett-Packard Company Confidential                                     Page 42\n\n\n \n                                   EXHIBIT B\n                             DEVELOPMENT SCHEDULE\n\n\n \n                    [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n      DEVELOPMENT SCHEDULE AND SCHEDULE OF NON-RECURRING ENGINEERING FEES\n\n<table>\n\n<caption>\n \n         Milestone               Targeted Date     NRE\n            ID      Milestone    of Completion   Payment\n         ---------  ---------    -------------   -------\n         \n<c>        \n<s>            \n<c>             \n<c>\n             1.       [*]                          [*]\n             2.       [*]                          [*]\n             3.       [*]            [*]           [*]\n             4.       [*]            [*]           [*]\n             5.       [*]            [*]           [*]\n             6.       [*]            [*]           [*]\n             7.       [*]            [*]           [*]\n             8.       [*]            [*]           [*]\n             9.       [*]            [*]           [*]\n            10.       [*]            [*]           [*]\n            11.       [*]            [*]           [*]\n\n<\/c><\/c><\/s><\/c><\/caption><\/table> \n\n                                      1.\n\n\n \n            12.   [*]            [*]                 [*]\n            13.   [*]            [*]\n            14.   [*]            [*]\nTOTAL NRE                                            [*]\n \n\n                                      2.\n\n\n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                                   EXHIBIT C\n                              TRAINING AND SUPPORT\n\n\nI.  SOFTWARE\/FIRMWARE\n\nTRAINING:\n\no In-depth technical training covering software and firmware to be provided by\n  JetFax to HP Support Personnel. Classes to take place at a mutually agreed\n  upon location. JetFax will provide technical personnel to assist HP in\n  generating a Technical Support Guide, Service Manual, and related training\n  materials. HP shall have the right to use all training documentation when\n  training other HP support organizations.\n\n[*]\n\n\n\nTECHINCAL SUPPORT:\n\no Technical assistance in support of the product launch and ongoing sales shall\n  include:\n \n  A JetFax support line(s) for HP Technical Marketing. Contact may be via\n  telephone, fax, electronic or regular mail during regular business hours.\n\no Problem Severity will be established by consensus between JetFax and HP\n  Program Manager with input from the HP Technical Support Groups using the\n  following guidelines:\n\n  Severity 1: Product is unusable by the end user due to software\/firmware\n  failure.\n\n  Severity 2: A major product feature is inoperative, output is grossly deviant\n  from expected output or there is a sensitive customer situation.\n\n  Severity 3: There is a software\/firmware problem that is not inhibiting the\n  usage of the product, a request for information on product usage or other non-\n  product area.\n\n  Severity 4: Requests for enhancements.\n\n\nJetFax will make every reasonable attempt to maintain the following response and\nresolution criteria. This will include, but is not limited to, minimally\nensuring that a JetFax Service Representative will be available by phone at all\nbusiness hours 8:00 am - 5:00 pm PST, Monday-Friday, excepting standard US\nholidays.  In the event a JetFax Service Representative is not available by\nphone, a voicemail system will be active which will, in every best effort, allow\nfor the following:\n\n                       Hewlett-Packard Company Confidential               Page 1\n\n\n              JetFax\/HP Contract Exhibit C - Training and Support \n \n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n<table>\n\n<caption>\n \nProblem Severity      Response Time   Resolution Time\n-------------------   -------------   ---------------\n\n<s>                   \n<c>             \n<c>\n \n   1                    [*]             [*]\n   2                    [*]             [*]\n   3                    [*]             [*]\n   4                    [*]             [*]\n\n<\/c><\/c><\/s><\/caption><\/table>\n\nResponse time is defined as the time necessary to acknowledge the receipt of a\nproblem and request additional information that may be necessary to analyze the\nproblem.  In the case of a problem submitted by telephone it is assumed that the\nresponse is immediate in that the call is answered as soon as a JetFax technical\nsupport representative is available to answer.\n \nResolution time is defined as the time necessary to provide a software fix\nbypass explanation of functionality or other such item as to 1) resolve the\ncustomer's problem where it is proven to be the fault of JetFax software or,\nhardware 2) provide reasonable explanation or evidence that the problem is not\nthe result of JetFax hardware or software or 3) request any additional\ninformation as is necessary for the JetFax technical support group to resolve\nthe customer's problem, or escalate the problem to the JetFax QA or engineering\ngroups for investigation and resolution.  In the event of #3 above the JetFax\ntechnical support group will be responsible for monitoring the timeliness of the\nQA\/Engineering response, as well as keeping the HP technical support group\nupdated as to the status of the problem.\n\nHP  RESPONSIBILITIES\n--------------------\n\nHP Technical Support will be responsible for the following customer issues:\n\n1)  Serve as the sole customer contact point at all times during the sales and\n    product lifecycles.\n2)  Resolve all JetFax related issues that HP has the technical capacity to\n    resolve.\n3)  Reproduce and verify JetFax product problems that are reported by customers\n    in a controlled enviorment whenever possible.\n4)  Report verified product failures to JetFax technical support providing\n    JetFax technical support with a detailed description of the steps necessary\n    to reproduce a problem.\n5)  Provide JetFax technical support with any materials necessary to reproduce\n    the problem such as input or output materials, specialized software or other\n    computer files deemed necessary for problem resolution.\n6)  Provide JetFax technical support, when possible, with the following for each\n    problem when initially contacting JetFax about that problem:\n\n     - A chronology of the incident, data on problem volume, frequency, and on-\n       site meetings with JetFax if they would provide helpful\n     - Take action with customers at JetFax's request to aide in problem\n       investigation and resolution\n     - Attempt to download \/ fax information on device's status.\n     - Software applications in use at the time of the failure with associated\n       software version numbers\n     - The name, description, and release number of other software that was\n       resident in the computer's memory at the time that the suspected  product\n       failure occurred.\n     - Hardware configuration of the machine which the error is occurring\n       including all steps to recreate name of brand of PC, video cards, video\n       drivers, relevant localization settings (US vs International), and other\n       connected and installed\n\n\n3\/27\/97                  Hewlett-Packard Company Confidential             Page 2\n\n\n             JetFax\/HP Contract Exhibit C - Training and Support  \n\n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n       peripherals and subsequent drivers\n     - A description of recent changes that have occurred to the hardware and\n       software of the machine where the failure is occurring.\n     - Complete text and identifying number of all error messages\n     - Any customer files necessary to reproduce the problem\n\nJETFAX RESPONSIBILITIES\n-----------------------\n\nJetFax Technical Support will be responsible when addressing the following\ncustomer issues for HP:\n\n 1)  Provide acknowledgment of the receipt of a problem report from HP in the\n     time frame outlined above.\n 2)  Provide the HP representative that initiated the communication with a\n     JetFax problem number for tracking purposes at the time of the problem\n     report.\n 3)  Perform analysis of reported product failures and unresolved problems and\n     undertake any efforts to develop solutions or bypasses within the time\n     frame outline above.\n 4)  Provide to HP technical support any software fixes and documentation that\n     is developed by JetFax as a resolution to this problem.\n 5)  Provide information, where such information is not clearly described in the\n     associated documentation, and consulting assistance regarding the operation\n     of the products in order to enable HP technical support personnel to\n     perform their related duties.\n 6)  Maintain current updated master sets of all software for the product\n     including all programs and documentation.\n 7)  Inform HP of any changes or updates to software or documentation.\n 8)  Provide reports on a quarterly basis to HP on product problems communicated\n     to JetFax from HP as outlined below.\n\nREPORTS AND TECHNICAL NOTES\n---------------------------\n\n     JetFax technical support will make every reasonable effort to provide a\n    series of monthly reports to HP technical support\n      consisting of:\n\n     - JetFax cases logged for HP requests for the month\n     - JetFax software bugs reported by JetFax technical support for HP\n     - Monthly volumes of call received by JetFax technical support for HP\n       requests\n     - Technical notes related to HP product issues\n     - Release notes for products to be distributed by HP\n     - Any incidents of HP customers who have called JetFax technical support\n       directly\n\n \nII.  HARDWARE TRAINING AND SUPPORT\n\n1. [*]\n \n2. For HP's convenience, the design of the [*] will be done on HP's design\n   systems and source documentation will reside on those systems throughout\n   product life.  Much of HP's manufacturing tooling and programming is based on\n   automated outputs from HP's design systems. JetFax agrees to cooperate with\n   HP in developing methods to make the transition of the design from JetFax's\n   design systems to HP's systems fast and reliable.\n\n3\/27\/97                  Hewlett-Packard Company Confidential             Page 3\n\n\n\n             JetFax\/HP Contract Exhibit C - Training and Support  \n\n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n3. [*]\n\n\n\n4. Suppliers for all components will be subject to HP's standard supplier review\n   and evaluation process. JetFax agrees to cooperate with HP in the supplier\n   evaluation process.\n\n5. At the end of HP's [*] production process, HP will perform extensive\n   electrical tests (production tests) on each [*] manufactured.  HP will create\n   the test architecture and test code capable of diagnosing failures to the\n   level of design detail available to HP. JetFax will supply test code\n   sufficient for HP to diagnose failures of any parts of the [*] which are\n   proprietary to JetFax including all of the proprietary ASICS. JetFax test\n   code will, where possible, conform to specifications on the test interface\n   provided by HP so that it can be easily integrated into the production test.\n   In the event that HP requests action from JetFax to diagnose failures of [*],\n   HP will supply JetFax with any diagnostic information generated by the\n   production tests on those [*].\n\n6. At a separate location from [*] manufacture, HP will install the [*] in a\n   printer and may test operation of the printer (integration test).  Software\n   for the integration test will be provided by HP but may incorporate any\n   portions of the production test software, or other JetFaxtest utilities.\n\n7. [*]\n\n\n\n8. [*]\n\n\n\n9. HP and JetFax agree to establish an escalation process throughout the\n   production life of the [*] to resolve technical problems at three levels as\n   follows:\n\n   Level 1:\n   --------\n   HP will designate a product engineer who will be responsible for initial\n   troubleshooting of all technical problems both in the factory and in the\n   field.  This engineer will have access to all technical information and\n   documentation on the [*] which is not proprietary to JetFax. JetFax will\n   designate a design engineer, knowledgeable on this product, who will be\n   available to the HP product engineer for non-emergency consultation about the\n   formatter design during business hours. JetFax and HP's contacts will have\n   phones with message capability which will be checked at least daily,\n\n   Level 2:\n   --------\n   In the event of an actionable problem under 8. above, escalation will be via\n   the contact established for Level 1.\n\n3\/27\/97                  Hewlett-Packard Company Confidential             Page 4\n\n\n\n             JetFax\/HP Contract Exhibit C - Training and Support  \n\n    Level 3:\n    ---------\n    Events actionable under 7. above will be treated as production hold\n    emergencies. JetFax will provide a method for HP to contact a knowledgeable\n    engineer for consultation by phone within one hour at any time. In the event\n    that the problem cannot be resolved by electronic communication within 24\n    hours, JetFax will provide an engineer physically present in Boise within an\n    additional 24 hours to join with the HP product engineer in troubleshooting\n    the problem to root cause and restoring production.\n\n10. JetFax agrees that all information and software including design\n    specifications and source code required to perform the testing and\n    troubleshooting described above is included in the documentation held in\n    escrow.\n\n\n11. Technical training on the JetFax design will be provided by JetFax, at times\n    jointly agreed upon by HP and JetFax.\n\n3\/27\/97                  Hewlett-Packard Company Confidential             Page 5\n\n\n \n                                   EXHIBIT D\n                               ESCROW AGREEMENT\n\n\n \n                               ESCROW AGREEMENT\n                               ----------------\n\n                  FOR SOURCE CODE AND MANUFACTURING MATERIALS\n                  -------------------------------------------\n\n                      ACCOUNT NUMBER:____________________\n\n\n  This Escrow Agreement is entered into by and among Data Securities\n  International, Inc., (\"DSI\"), a Delaware corporation with offices at 49\n  Stevenson Street, Suite 550, San Francisco, CA 94105;_________________\n  (\"Licensor\"),  a _______________ corporation with offices at\n  __________________________________________; and Hewlett-Packard Company\n  (\"HP\"), a California corporation with principal offices at 3000 Hanover\n  Street, Palo Alto, CA 94304 (\"HP\").\n\n                                    RECITALS\n\n  This Agreement is effective as of  _______________.\n\n  This Agreement is entered into in  furtherance of the provisions and\n  objectives of that certain Master Development, Purchase and Distribution\n  License Agreement, effective January 31, 1997,  between HP and Licensor\n  (\"Master Agreement\").\n\n  For valuable consideration, the parties agree as follows:\n\n  1  DEPOSITS\n  ===========\n\n  Licensor shall deposit with DSI those materials specified in Exhibit A\n  (\"Deposit\").  Licensor shall  keep the Deposit at the current revision level\n  on a semi-annual basis commencing with the effective date of this Agreement.\n  In addition, Licensor shall update the Deposit at any time during the term or\n  any renewal term of this Agreement that Licensor issues a new version or\n  release of the Deposit or otherwise makes revisions to its manufacturing\n  process requiring changes to the Deposit.  Licensor also agrees to comply with\n  DSI's reasonable requests for the deposit or replacement of Deposit materials\n  likely to physically degrade.\n\n   2  RETENTION OF REPLACED DEPOSIT\n   ================================\n\n  DSI will destroy any replaced Deposit unless HP instructs DSI to retain it\n  within twenty days of notice from DSI of such replacement.  Retention of the\n  replaced Deposit may incur an additional fee,  as specified in DSI's fee\n  schedule.\n\n  3  VERIFICATION AND DELIVERY\n  ============================\n\n  The Deposit shall be packaged for storage as reasonably instructed by DSI and\n  accompanied by a cover sheet identifying the contents as indicated in Exhibit\n  A.  Risk of loss or damage during shipment of the Deposit shall rest with the\n  party sending it.  HP shall have the right to verify each Deposit before\n  shipment.  Licensor shall give HP fifteen days advance written\n\n                                       1.\n\n\n \n  notice and opportunity to inspect, compile or otherwise reasonably assure\n  itself of the contents of the Deposit to be shipped.  HP may authorize DSI to\n  act in its place.\n\n  Licensor hereby grants HP or DSI, free of charge,  the right to supervised use\n  of the facilities of Licensor, including its computer systems, to verify the\n  Deposit.  Licensor shall make available technical support personnel as\n  necessary to verify the deposit.\n\n  4  STORAGE OF DEPOSIT\n  =====================\n\n  DSI shall safekeep the Deposit in a security vault and exercise the same high\n  standard of care to protect the Deposit which DSI would use to protect items\n  of this nature which DSI might own, but in no event less than that standard of\n  care customary in the industry.\n\n   5  USE AND NONDISCLOSURE\n   ========================\n\n  Except as provided in this Agreement, DSI shall not disclose or make any use\n  whatsoever of the Deposit,  nor shall DSI disclose or make use of any\n  information provided to DSI by Licensor or HP in connection with this\n  Agreement without the prior written consent of Licensor or HP,  respectively.\n  These obligations shall continue indefinitely notwithstanding termination  of\n  this Agreement.\n\n  6  RECORDS AND AUDIT RIGHTS\n  ===========================\n\n  DSI shall keep complete written records of the activities undertaken and\n  materials prepared pursuant to this Agreement.  Upon reasonable notice to DSI\n  during the term of this Agreement, Licensor and HP shall be entitled to\n  inspect and request the records of DSI with respect to this Agreement at\n  reasonable times during normal  business hours at DSI's facilities and to\n  inspect the Deposit required then to be held by DSI.\n\n  7  RELEASE OF DEPOSIT\n  =====================\n\n  If HP notifies DSI of the occurrence of a release condition as defined in\n  Exhibit B, DSI shall immediately notify Licensor and provide Licensor with a\n  copy of the notice from HP.  Licensor shall have twenty (20) days from the\n  date Licensor receives the notice from DSI, to in return notify DSI that\n  Licensor (1) disputes HP's claim that a release condition has occurred or (2)\n  has cured the condition that might have triggered such release.  Failing such\n  timely notice, DSI shall release a copy of the Deposit to HP.  However, if DSI\n  receives timely notice from  Licensor, DSI shall not release a copy of the\n  Deposit but shall instead institute the Dispute Resolution Process  below\n  within 5 business days of such timely notice from Licensor.\n\n  8  DISPUTE RESOLUTION PROCESS\n  =============================\n\n  DSI shall first notify Licensor and HP in writing of contrary instructions\n  from HP and Licensor for release of the Deposit.  Within five business days\n  after the date  the notice is sent by DSI,  three referees shall be appointed,\n  one each by Licensor, HP and DSI.  Each party shall notify the others of its\n  referee's identify within the five day period or forfeit its right to appoint\n  one.\n\n                                       2.\n\n\n \n  On the tenth business day after the dispute notice from DSI, the referees\n  shall meet at the San Francisco offices of DSI located at 49 Stevenson Street,\n  Suite 550, San Francisco, CA 94105 and shall hear testimony and other evidence\n  that Licensor and HP may wish to present with respect to the dispute.  The\n  meetings shall proceed with whatever number of duly appointed referees attend\n  the meetings, and  shall be conducted from 8:30am  to 5:30pm on no more than\n  five consecutive business days, national holidays excluded.  HP shall present\n  up to two days of evidence followed by up to two days of presentation from\n  Licensor, followed by a final day reserved for rebuttal by each party in the\n  morning and afternoon, respectively.  Licensor, HP and DSI agree that the\n  evidence and results of the hearings shall not be disclosed to third parties.\n\n  Within two business days after the close of the presentations, the referees\n  shall resolve the dispute by majority vote.  Any refusal to vote shall be\n  deemed an abstention by that referee.  In the event of a tie, the Deposit\n  shall not be released.\n\n  This dispute resolution process shall be the exclusive means for resolving\n  disputes to which it applies, and the decision of the referees shall be final,\n  conclusive and enforceable by a court of competent jurisdiction.  All costs of\n  the referees shall be borne by the unsuccessful party.\n\n  9  JOINT RELEASE\n  ================\n\n  HP and Licensor may, by joint written instruction to DSI, authorize the\n  delivery of the Deposit or a copy of it to the party named in the instruction.\n\n  10  RIGHTS IN DEPOSIT\n  =====================\n\n  Rights in the Deposit are stated in Exhibit C.\n\n  11  TERM AND TERMINATION\n  ========================\n\n  This agreement shall have an initial term of one year, renewable upon receipt\n  by DSI of the specified renewal fee.\n\n  If DSI does not receive the renewal fee by the anniversary date, DSI shall\n  give notice to Licensor and HP.  If the fee is not received from Licensor or\n  HP within thirty days of such notice, this Agreement shall expire.  Upon\n  expiration of this Agreement, DSI will, at Licensor's option, either destroy\n  or return the Deposit to Licensor.  All obligations of DSI under this\n  Agreement shall terminate thereafter, except for those stated in the Use and\n  Nondisclosure Section of this Agreement.\n\n  12  FEES\n  ============\n\n  All fees shall be invoiced to and due from HP, in full upon receipt of DSI's\n  invoice.  Fees shall be those specified in DSI's schedule of fees in effect\n  for the initial term of this Agreement plus taxes.  To be effective, DSI must\n  notify Licensor and HP at least ninety days prior to expiration of the initial\n  term (or any renewal term) of this Agreement of any scheduled increase for the\n  succeeding renewal term.\n\n                                       3.\n\n\n \n  13  ACCOUNT  REPRESENTATIVE\n  ===========================\n\n  Licensor, HP and DSI shall each designate an authorized individual(s) to\n  receive notices and otherwise act on behalf of Licensor in connection with\n  this Agreement, as set forth in Exhibit D.  Representatives may be changed by\n  written notice to the other parties.\n\n  14  NOTICES\n  ===========\n\n  All notices in connection with this Agreement shall be in writing addressed to\n  the Account Representatives, shall be sent by certified mail, return receipt\n  requested, and shall be effective forty-eight hours after deposit with the\n  U.S. Postal Service.\n\n  15  AUTHENTICITY\n  ================\n\n  DSI may act in reliance upon any instruction, instrument or signature believed\n  to be genuine and may assume that it has been duly authorized.\n\n  16  HOLD HARMLESS\n  =================\n\n  Licensor will hold DSI harmless against any action regarding the release or\n  refusal to release a copy of the Deposit by DSI so long as DSI has acted in\n  good faith and in accordance with this Agreement.\n\n  17    GOVERNING LAW\n  ===================\n\n  This Agreement shall be governed by and construed in accordance with the laws\n  of the State of California.\n\n  18    MERGER\n  ============\n\n  The Master Agreement and this Agreement, including the Exhibits, constitutes\n  the entire agreement between the parties concerning the subject matter and\n  shall supersede all previous communications, representations, understandings,\n  and agreements, either oral or written, between the parties.\n\n  19  SEVERABILITY\n  ================\n\n  If any provision of this Agreement is held by any court to be invalid or\n  unenforceable, then that provision will be severed from this Agreement and the\n  remaining provisions shall continue in force.\n\n  20  ASSIGNMENT\n  ==============\n\n  No party may assign any rights or obligations of this Agreement without the\n  prior written consent of the others and any attempt to do so shall be deemed\n  void.\n\n  21  WAIVER\n  ==========\n\n  Waivers of any right under this Agreement shall only be effective if in\n  writing signed by the party possessing the right.\n\n                                       \n                                      4.\n\n\n \n22  EXHIBITS\n============\nThe following Exhibits are made a part of this Agreement by this reference:\nExhibit A:   Deposit\nExhibit B:   Release Conditions\nExhibit C:   Rights in Deposit\nExhibit D:   Account Representatives\n\nApproved and agreed to:\n=======================\n\nDSI, Inc.                           LICENSOR (________________)\n\nBy:  ___________________________    By:_____________________________\n\n     ___________________________       _____________________________\n           (Print Name)                        (Print Name)\n\nTitle: _________________________    Title:__________________________\n\nHEWLETT-PACKARD COMPANY\n\nBy:______________________________\n\n   ______________________________ \n         (Print Name)\n\nTitle:___________________________\n\n                                       5.\n\n\n \n                     [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                                   EXHIBIT E\n     TRADEMARKS, BRAND NAMING, SPLASH SCREENS \/ LOGOS, ICONS, UI GUIDELINES\n\n\n1. JETFAX TRADEMARKS\n   JetFax\/TM\/\n   JetSuite(R)\n   [*]\n\n2. HP TRADEMARKS\n   Hewlett-Packard\/TM\/\n   [*]\n   [*]\n   [*]\n   picture of Hewlett Packard logo\n\n3. BRAND NAME AND VERSION NAMING\n\n   The product name for JetFax developed PC software for the HP Product will\n   include the key word \"for\" such that any branding which is apparent in the\n   product will read [*] for Hewlett-Packard.\n\n   The following version naming shall be used for the different planned releases\n   of the [*] for Hewlett-Packard. The JetFax Product naming is only for\n   reference and does not, in anyway, obligate JetFax to use such version\n   naming. However, JetFax will not be allowed to use the same version names for\n   their own products as those listed for the HP versions of the product.\n\n<table>\n\n<caption>\n \n                                     Win 3.x, Win '95   NT 4.0   Win '97   NT 5.0\n---------------------------------------------------------------------------------\n\n<s>                                  \n<c>                \n<c>      \n<c>       \n<c>\nJetFax Product                       [*]                [*]      [*]       [*]\n \nHP Splash Screen                     [*]                [*]      [*]       [*]\n \nHP \"About\" JetSuite                  [*]                [*]      [*]       [*]\nHP documentation, CD ROM jackets,    [*]                [*]      [*]       [*]\n disk labels\n---------------------------------------------------------------------------------\n\n<\/c><\/c><\/c><\/c><\/s><\/caption><\/table>\n\n   These naming conventions for HP versions will be referenced where applicable\n   within the application (including but not limited to the \"About JetSuite\"\n   dialog box). Additionally, HP will use this naming structure, where\n   appropriate, in product manuals, on diskette and\/or CD ROM packaging and\n   labels, and on promotional pieces. JetFax reserves the right to maintain a\n   parallel version mechanism where not readily visible to users and where\n   necessary to permit proper operation of version-checking program operation.\n   An example would be in records within a file to allow the Viewer to\n   distinguish between *.RCH versions, or in *.DLL files to distinguish software\n   capabilities implemented.\n\n4. SPLASH SCREENS\/LOGOS\n\n   JetFax and HP agree that the same product splash screen design shall be\n   displayed for the all instances in which the splash screen is to be\n   displayed. Those instances are limited to: 1) launch of the main [*] for\n   Hewlett-Packard desktop application, 2) launch of the [*] mini-viewer, 3)\n   installation of the [*] software for the HP Product, 4) on-line Getting\n   Started Guide (if developed for the HP Product), 5) launch into the on-line\n   Help system. All other instances in which the splash screen is to be\n   displayed, must be clearly specified and mutually agreed to by both JetFax\n   and HP prior to any such implementation.\n\n3\/27\/97              Hewlett-Packard Company Confidential                 Page 1\n\n\n \n                   JetFax\/HP Contract Exhibit E - Trademarks\n\n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n   In all cases, the splash screen shall not exceed a screen size which is the\n   same as the MS Word 6.0 splash screen. \n\n   The relative size of the JETSUITE name to the PICTURE OF THE HEWLETT PACKARD\n   LOGO brand will retain an approximate ratio of 1:1.\n\n   The splash screen shall remain visible for as long as it takes to load the\n   [*] desktop application, the [*] mini-viewer, the beginning installation\n   welcome screen, or the on-line Getting Started Guide, but not to exceed five\n   (5) seconds in any case, and on any platform which is a 486 33mhz processor\n   or faster.\n\n   HP and JetFax agree to allow HP the opportunity to work with graphic\n   designers of HP's choice in order to arrive at the final splash screen and\n   logo design which is mutually agreeable to both parties. That agreement will\n   include agreement on color scheme, font types, font sizes, and the graphic\n   design. This design, once agreed upon, and the overall look and feel of this\n   design, will remain exclusive to HP and the [*] for Hewlett-Packard software\n   product.\n\n   As a starting point for discussion of final graphic design, Appendix E1\n   contains an initial proposal for a design for the splash screen. It is non-\n   binding for either JetFax or HP, but is used as a physical reference for\n   discussion.\n\n5. ICONS\n\n   Icons shall exist for several of the functions of the HP Product. [*] shall\n   use some standard FUNCTION ICON designs for the Fax, Copy, Print, Scan\n   functions within the desktop function of [*]. The TITLE BAR ICON is found in\n   the upper left corner of the title bar for [*] for Hewlett-Packard when the\n   application, and any of its associated UI dialogs, is active. The design of\n   the FUNCTION ICON and the TITLE BAR ICON icons shall be largely determined\n   by JetFax with approval by HP for the final designs.\n\n   The DESKTOP ICON is that icon which: 1) is found in the upper left corner of\n   the title bar for JetSuite Pro for Hewlett-Packard when the application, and\n   any of its associated UI dialogs, is active, 12) is the resulting icon on the\n   Windows desktop or tray icon bar once the [*] for Hewlett-Packard has been\n   minimized, and 23) is the icon associated with shortcuts and Windows Explorer\n   program type list of the [*] for Hewlett-Packard.\n\n   The HP PRODUCT SETUP ICON is that icon which, if this functionality is\n   created for the HP Product 1) is found in the upper left corner of the title\n   bar for the Setup Program associated with [*] for Hewlett-Packard when the\n   setup program, and any of its associated UI dialogs, is active, 2) is the\n   resulting icon on the Windows desktop or tray icon bar once the Setup Program\n   of [*] for Hewlett-Packard has been minimized, and 3) is the icon associated\n   with shortcuts and Windows Explorer program type list of the Setup Program of\n   the [*] for Hewlett-Packard.\n\n   HP and JetFax agree to allow HP the opportunity to work with graphic\n   designers of HP's choice in order to arrive at the final designs for DESKTOP\n   ICON and HP PRODUCT SETUP ICONS. These designs are to be mutually agreeable\n   to both parties. That agreement will include agreement on color scheme, font\n   types, font sizes, and the graphic design. This design, once agreed upon, and\n   the overall look and feel of this design, will remain exclusive to HP and the\n   [*] for Hewlett-Packard software product.\n\n   As a starting point for discussion of final graphic design, Appendix E2\n   contains an initial proposal for designs for the PROGRAM ICON. It is non-\n   binding for either JetFax or HP, but is used as a physical reference for\n   discussion.\n\n3\/18\/97              Hewlett-Packard Company Confidential                 Page 2\n\n\n \n                   JetFax\/HP Contract Exhibit E - Trademarks\n\n                                          [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n\n6. USER INTERFACE GUIDELINES\n\n   For consistency, the following guidelines will be applied to the user\n   interfaces associated with [*] for Hewlett-Packard. These include but are not\n   limited to: 1) the appropriate Program Icon or Setup Icon in the upper left\n   corner of the active UI screen, 2) the name [*] (approximately 10 point\n   font), and nothing more, in the title bar for the main desktop program screen\n   for the [*] for Hewlett-Packard, 3) the name HP PRODUCT (approximately 10\n   point font) preceding the associated function name, in the title bar for all\n   applet dialog boxes which result from activating that function, and whose\n   main function is to interface with the HP Product function. As an example,\n   Fax Option menu, the resulting applet UI title bar would display HP Product\n   -   -\n   Fax Option.\n\n   Color schemes for background of the desktop, wallpaper design, font sizes,\n   and UI dialog designs are specified as much as possible in the HP Product\n   Technical Specification. Absent of this, all other UI guidelines and\n   decisions for the [*] for Hewlett-Packard product will be mutually agreed\n   upon by the JetFax and HP product development and marketing teams.\n\n3\/18\/97              Hewlett-Packard Company Confidential                 Page 3\n\n\n \n                   JetFax\/HP Contract Exhibit E - Trademarks\n\n\n\n\n                                  APPENDIX E1\n\n                    PROPOSAL OF INITIAL SPLASH SCREEN DESIGN\n\n3\/18\/97              Hewlett-Packard Company Confidential                 Page 4\n\n\n \n                   JetFax\/HP Contract Exhibit E - Trademarks\n\n                                         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n  [*]  SCREEN WITH HEWLETT PACKARD LOGO AND NEW PRODUCT NAME AND LOGO\n\n3\/18\/97              Hewlett-Packard Company Confidential                 \n\n\n \n                   JetFax\/HP Contract Exhibit E - Trademarks\n\n\n                                  APPENDIX E2\n\n                    PROPOSAL OF INITIAL PROGRAM ICON DESIGN\n\n3\/18\/97              Hewlett-Packard Company Confidential                 Page 5\n\n\n \n                   JetFax\/HP Contract Exhibit E - Trademarks\n\n                                         [*] = CONFIDENTIAL TREATMENT REQUESTED\n\n                   [*] proposed icon designs for new product\n\n3\/18\/97              Hewlett-Packard Company Confidential                 \n\n\n \n                                   EXHIBIT F\n                           HP SOFTWARE LICENSE TERMS\n\n\n\n \nATTENTION: USE OF THE SOFTWARE IS SUBJECT TO THE HP SOFTWARE LICENSE TERMS SET\nFORTH BELOW. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE\nTERMS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MAY RETURN THE SOFTWARE FOR\nA FULL REFUND. IF THE SOFTWARE IS BUNDLED WITH ANOTHER PRODUCT, YOU MAY RETURN\nTHE ENTIRE UNUSED PRODUCT FOR A FULL REFUND.\n\n                           HP SOFTWARE LICENSE TERMS\n\nThe following License Terms govern your use of the accompanying Software unless\nyou have a separate signed agreement with HP.\n\nLicense Grant. HP grants you a license to Use one copy of the Software. \"Use\"\nmeans storing, loading, installing, executing or displaying the Software. You\nmay not modify the Software or disable any licensing or control features of the\nSoftware. If the Software is licensed for \"concurrent use\", you may not allow\nmore than the maximum number of authorized users to Use the Software\nconcurrently.\n\nOwnership. The Software is owned and copyrighted by HP or its third party\nsuppliers. Your license confers no title to, or ownership in, the Software and\nis not a sale of any rights in the Software. HP's third party suppliers may\nprotect their rights in the event of any violation of these License Terms.\n\nCopies and Adaptations. You may only make copies or adaptations of the Software\nfor archival purposes or when copying or adaptation is an essential step in the\nauthorized Use of the Software. You must reproduce all copyright notices in the\noriginal Software on all copies or adaptations. You may not copy the Software\nonto any public network.\n\nNo Disassembly or Decryption. You may not disassemble or decompile the Software\nunless HP's prior written consent is obtained. In some jurisdictions, HP's\nconsent may not be required for limited disassembly or decompilation. Upon\nrequest, you will provide HP with reasonably detailed information regarding any\ndisassembly or decompilation. You may not decrypt the Software unless decryption\nis a necessary part of the operation of the Software.\n\nTransfer. Your license will automatically terminate upon any transfer of the\nSoftware. Upon transfer, you must deliver the Software, including any copies and\nrelated documentation, to the transferee. The transferee must accept these\nLicense Terms as a condition to the transfer.\n\nTermination. HP may terminate your license upon notice for failure to comply\nwith any of these License Terms. Upon termination, you must immediately destroy\nthe Software, together with all copies, adaptations and merged portions in any\nform.\n\nExport Requirements. You may not export or re-export the Software or any copy or\nadaptation in violation of any applicable laws or regulations.\n\nU.S. Government Restricted Rights. The Software and any accompanying\ndocumentation have been developed entirely at private expense. They are\ndelivered and licensed as \"commercial computer software\" as defined in DFARS\n252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014\n(Jun 1995), as a \"commercial item\" as defined in FAR 2.101(a), or as \"Restricted\ncomputer software\" as defined in FAR 52.227-19 (Jun 1987)(or any equivalent\nagency regulation or contract clause), whichever is applicable. You have only\nthose rights provided for such Software and any accompanying documentation by\nthe applicable FAR or DFARS clause or the HP standard software agreement for the\nproduct involved.\n\nLast Updated On: 19 Aug 96\nhttp:\/\/hpweb.corp.hp.com\/Publish\/legal\/terms.htm\n(C) Copyright 1996 Hewlett-Packard Company\n\n                                      1.\n\n\n\n \nNo Third Party Warranty.  NEITHER HP NOR ANY OF ITS REPRESENTATIVES MAKES OR\nPASSES ON TO YOU OR OTHER THIRD PARTY, ANY WARRANTY OR REPRESENTATION ON BEHALF\nOF HP'S THIRD PARTY SUPPLIERS.\n\nThird Party Beneficiary.  You are hereby notified that JetFax, Inc., a\nCalifornia corporation located at 1376 Willow Road, Menlo Park, California 94025\n(\"JetFax\") is a third party beneficiary to this agreement to the extent that\nthis agreement contains provisions which relate to your use of JetFax supplied\nsoftware.  Such provisions are made expressly for the benefit of JetFax and are\nenforceable by JetFax in addition to HP.\n\n\n\n\n<\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7940,9370],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9613,9620],"class_list":["post-42302","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jetfax-inc","corporate_contracts_companies-xerox-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42302","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42302"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42302"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42302"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42302"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}