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EXHIBIT 10.19
SECOND ADDENDUM TO RESELLER AGREEMENT
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This Second Addendum to the Reseller Agreement dated September 18, 1997
(hereinafter the "Agreement") and First Addendum to the Agreement executed on
September 17, 1998 (hereinafter the "First Addendum") is made and entered into
the 1st day of August, 2000 by and between T/R Systems, Inc., a corporation
organized and existing under the laws of the State of Georgia, USA (hereinafter
the "Company") and Kyocera Mita Corporation (formerly Mita Industrial Co., Ltd.)
a corporation organized and existing under the laws of the country of Japan (
hereinafter "Reseller").
WHEREAS, the Reseller desires:
(i) for the Company to perform certain development projects for
connectivity to printer and copier products marketed by the Reseller.
(ii) the right to market the results of the development in the territory
specified in Schedules for development projects attached to this
Addendum.
WHEREAS, the Company desires to perform development projects for the Reseller as
requested and agreed in accordance with Schedules attached to this Second
Addendum. Such Schedules to be numbered 1-1,1-2 and so forth specifying the
development project and the associated territory authorized for marketing of the
Deliverables of the Projects by the Reseller.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained and other valuable consideration, the receipt of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company agrees to perform development projects as requested from
time to time by the Reseller. Deliverables (equivalent to the "Addendum
Deliverables" defined in the First Addendum), schedules and related
development fees for each project will be specified on Project
Schedules attached to this Second Addendum.
2. The Company agrees to sell Deliverables, but does not transfer any
intellectual property ownership in Deliverables, to Reseller for
distribution in the territory as specified in each Project Schedule on
an exclusive basis for the Enable Software for connectivity to output
devices for development projects funded by Reseller. The MicroPress and
its associated optional software are provided on a non-exclusive basis
in the territory. The Company agrees to notify the Reseller when other
third parties become authorized to distribute the non-exclusive
products in the territory.
3. Pricing for Deliverables will be as specified in the Price List.
4. Reseller shall pay for Products and Deliverables, or cause such payment
to be made on its behalf, within * (*) days after the bill of lading
date.
5. Payment for Development Fees shall be in accordance with the payment
terms noted on the Project Schedule for the specific project attached
to this Second Addendum.
6. The Company shall provide Reseller (not Reseller Customers or End
Users) with software updates and technical support by phone and e-mail
for a maintenance charge. A maintenance charge rate of * percent (*%)
is due and payable * as attested below in respect of Deliverables
purchases (including equipment purchases and any other purchases). The
maintenance charge is payable on the * day of * in respect of the *
ending *, and such * payment shall equal * percent ( *%) of the amounts
paid or payable in respect of Deliverables ordered during such *.
7. Except to the extent otherwise provided for herein, or unless the
context indicates otherwise, all provisions in the Agreement and the
First Addendum relating to the purchase and sales of Products shall
apply to the
* Confidential information has been omitted and filed separately with the
Commission.
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purchase and sale of Deliverables under this Addendum, including
without limitation, the obligations of the Reseller under Section 3 of
the Agreement to the extent applicable; the provisions governing
Orders, Price, and Payment and Delivery Terms in Section 4, 5 and 6;
the Patent and Copyright Indemnity and Warranty in Sections 7 and 11,
without application, however, to hardware, printer or other components
or equipment not supplied by the Company, and subject to the Limitation
of Remedies in Section 12; and provisions governing Protection of
Proprietary Information in Section 15. The term of this Addendum shall
be co-extensive with the term of the Agreement and is subject to the
termination provisions of the Agreement.
8. Other than specifically provided for herein, this Addendum shall not
modify or amend or otherwise alter, or constitute any waiver of any
rights or remedies under the Agreement.
IN WITNESS WHEREOF, the Company and Reseller hereby have duly executed this
Reseller Agreement in duplicate on the dates indicated hereon.
T/R SYSTEMS, INC. KYOCERA MITA CORPORATION
By: /s/ Lyle W. Newkirk By: /s/ Koji Seki
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Print Name: Lyle W. Newkirk Print Name: Koji Seki
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Title: Sr. Vice Pres., CFO and Treasurer Title: President
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Date: Date:
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SCHEDULE 1-1
DEVICE CONNECTIVITY DEVELOPMENT PROJECT
NAME OF DEVICE FOR CONNECTIVITY: *
AUTHORIZED TERRITORY FOR DISTRIBUTION: WORLDWIDE
DEVELOPMENT FEE: $*
MINIMUM PURCHASE QUANTITY: *
ESTIMATED START DATE: *
ESTIMATED COMPLETION DATE: *
KYOCERA MITA PROJECT DELIVERABLES: JOINT
- Supply of Controller Command Sets and Interface Information
- Technical Resource Availability for Interface Clarification
- Joint Development of Acceptance Criteria with T/R Systems
- * Printers and Set-up to Support Project Plan (* to * units)
T/R PROJECT DELIVERABLES:
- Project Scope and Definition
- Project Plan
- * Connectivity Design and Development
- * Specific Software Design and Development
- Regulatory Testing (US Only)
- Quality Assurance Testing
- Installation Instructions
- Documentation Specific to * PrintLink and * Specific Software
NOTES:
1. Payment of $* for the Development Fee for the * shall be due
*.
2. Translation of this version's software screens and
documentation into Japanese is included in the Development
Fee. Translation of subsequent versions into Japanese will be
available for $*. Schedules and Requirements for the Japanese
version will be mutually agreed.
3. Translation of this version's software screens and
documentation into additional languages (French, German, and
Spanish) will be available for $* per language. Translation of
subsequent versions into these additional languages will be
available for $*. Schedules and Requirements for additional
language versions will be mutually agreed.
4. This project assumes connectivity of the MicroPress to the *
through the Kyocera Mita provided Controller. Changes in
approach and scope of work, may result in changes in the fees
associated with this project.
* Confidential information has been omitted and filed separately with the
Commission.
