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Sample Business Contracts

Equipment Purchase and Software License Agreement - Select Comfort Corp.

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              EQUIPMENT PURCHASE AND SOFTWARE LICENSE AGREEMENT


       THIS AGREEMENT is made as of this 6th day of February, 1996 by and
between SELECT COMFORT CORPORATION, a Minnesota corporation (the "CUSTOMER"),
with an address of 6105 Trenton Lane North, Suite 100, Minneapolis, Minnesota
55442-3240, and XXXXX, organized under the laws of XXXXXX (the "SUPPLIER"),
with an address at XXXXXXXXXX.

       WHEREAS, the Supplier is the manufacturer of certain air chambers that
are used by the Customer in the manufacture of Customer's air sleep systems; and

       WHEREAS, the Customer has acquired certain equipment and has developed
certain software and testing procedures, which equipment, software and testing
procedures are useful in testing the air chambers sold by the Supplier to the
Customer, which testing may result in substantial savings to the Supplier; and

       WHEREAS, the Supplier desires to purchase from the Customer the equipment
and to license from the Customer the software and testing procedures, all as
hereinafter described and subject to the terms and conditions of this Agreement;
and

       WHEREAS, the Customer desires to obtain reasonable protection of its
proprietary and confidential information that has been developed by the Customer
at considerable expense;

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

       1.     PURCHASE AND SALE OF EQUIPMENT.  The Supplier hereby agrees to
purchase from the Customer, and the Customer hereby agrees to sell to the
Supplier, the equipment described on Exhibit I attached hereto and made a part
hereof, for an aggregate purchase price of $20,454.69 US Dollars, payable
immediately upon receipt of the equipment by the Supplier.  Supplier hereby
acknowledges that the Customer is not the manufacturer of the equipment.  The
Customer does hereby assign to the Supplier, subject to and effective only upon
receipt by the Customer of the purchase price for the equipment set forth above,
all of the Customer's rights under the original equipment manufacturer's
warranty relating to the equipment, a copy of which warranty will be included
with the equipment delivered to the Supplier.  Select Comfort will provide
warranty support to XXXXX as outlined in the original equipment manufacturers
warranty.  EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE CUSTOMER DISCLAIMS ALL
WARRANTIES ON PRODUCTS FURNISHED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.  THE EXPRESS PROVISIONS OF THIS SECTION ARE IN LIEU OF ALL
OBLIGATIONS OR LIABILITIES ON THE PART OF THE CUSTOMER FOR DAMAGES, INCLUDING
BUT NOT LIMITED TO, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT ACQUIRED BY THE
SUPPLIER HEREUNDER.

       2.     GRANT OF A LICENSE FOR LIMITED USE OF SOFTWARE AND TESTING
PROCEDURES.

              (a)    GRANT OF LICENSE.  For and in consideration of the
       agreements of the Supplier set forth in this Agreement, and subject to
       the fulfillment by the Supplier of all of its obligations set

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       forth in this Agreement, the Customer hereby grants to the Supplier a
       non-exclusive, non-transferable, license to use the software and the
       testing procedures described on Exhibit 2 attached hereto and made a
       part hereof (the "LICENSED TECHNOLOGY") solely and exclusively to
       enable the Supplier to test the air cell bladders to be sold by the
       Supplier to the Customer, and for no other use or purpose of any kind.
       The Supplier may not sell, lease, license or otherwise transfer any
       of the Licensed Technology or any rights therein, nor otherwise use or
       exploit the Licensed Technology for any use or purpose except as
       expressly set forth above. Specifically, and not in limitation of the
       foregoing, the Supplier acknowledges and agrees that it is not
       authorized to use the Licensed Technology for the purpose of testing
       any products of the supplier that may be held for sale to any party
       other than the Customer.

              (b)    OWNERSHIP OF LICENSED TECHNOLOGY.  The Supplier hereby
       acknowledges and agrees that the Licensed Technology constitutes
       proprietary and confidential trade secret information of the Customer,
       and acknowledges and agrees that the Customer has enforceable trade
       secret protection with respect to the Licensed Technology and enforceable
       copyright protection in the documentation relating to the Licensed
       Technology.

              (c)    CONFIDENTIALITY.  The Supplier acknowledges and agrees that
       the Licensed Technology, and all embodiments thereof in whatever form,
       constitute "CONFIDENTIAL INFORMATION" as such term is used in this
       Agreement.  The Supplier agrees that it shall not use the Confidential
       Information for any purpose other than solely and exclusively for the
       purpose of testing air cell bladders to be sold to the Customer as
       ordered and specified by the Customer in connection with the business
       relationship between the Customer and the Supplier.  The Supplier hereby
       agrees that it will not at any time, whether during the term of this
       Agreement or thereafter, use the Confidential Information for any use or
       purpose not expressly authorized by this Agreement, and will not disclose
       the Confidential Information to any person or entity not expressly
       authorized by the Customer to receive such Confidential Information,
       except that the Supplier may disclose the Confidential Information to any
       of its employees who have a need to know such Confidential Information
       solely for the purpose of enabling such employees to perform the tests of
       the air cell bladders to be sold by the Supplier to the Customer, and
       provided that the Supplier advises each such employee that the
       Confidential Information is proprietary and confidential trade secret
       information of the Customer and that such employees are obligated to
       maintain the confidentiality of all such Confidential Information.  Upon
       the termination of the license granted hereunder for any reason, the
       Supplier agrees to promptly return to the Customer all of the
       Confidential Information, including all copies or other reproductions
       thereof in whatever form in Supplier's possession or control.

              (d)    DERIVATIVES.  The term "DERIVATIVES" as used in this
       Agreement shall mean any software developed in part by the Supplier which
       is a derivative or modification of any of the Licensed Technology.  So
       long as the license granted by the Customer to the Supplier pursuant to
       this Agreement remains in effect, the Supplier shall notify the Customer
       promptly of any Derivative of which it becomes aware, and the Supplier
       shall provide any such Derivative, including all documentation and source
       code relating thereto, to the Customer as soon as reasonably practicable
       thereafter.

              (e)    RIGHTS OF INSPECTION AND AUDIT.  The Supplier hereby agrees
       that the Customer and its representatives shall have full access to the
       premises, facilities, books, records and operations of the Supplier
       during the term of the license granted hereunder for the purpose of
       enabling the

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<PAGE>

       Customer to verify compliance by the Supplier with all of the terms and
       conditions of this Agreement as it pertains to the operation of this
       equipment and software.

              (f)    TERM.  The license granted by the Customer to the Supplier
       hereunder shall become effective upon the execution and delivery of this
       Agreement by each of the parties hereto and shall continue for as long as
       the Supplier continues to produce and sell to the Customer air chambers,
       subject to earlier termination as hereinafter set forth.

       Upon termination of this agreement, Supplier agrees to return to the
       customer, all equipment and software described in Exhibit I attached
       hereto.  The supplier will depreciate the equipment and software based on
       a five (5) year depreciation schedule (60 equal months).  If termination
       of this agreement occurs prior to the full depreciation of the equipment,
       the customer will issue payment to the supplier based on the balance of
       the depreciation value prior to the supplier returning the equipment and
       software to the customer.
      
              (g)    TERMINATION.  Notwithstanding the provisions of Section
       2(f) above, this Agreement and the limited license to use the Licensed
       Technology granted by the Customer to the Supplier pursuant to this
       Section 2 may be terminated:

                     (1)    By either party upon the failure of the other party
              hereto to perform or fulfill, at the time and in the manner herein
              provided, any material obligation or condition required to be
              performed or fulfilled by such party hereunder.  Any such failure,
              upon its occurrence, shall constitute a breach, and termination
              shall be effective immediately following not less than [thirty
              (30)] days after written notice thereof from the non-breaching
              party; or

                     (2)    The assignment by the supplier of its business or
              substantially all of its assets for the benefit of creditors, or
              the appointment of a receiver, trustee in bankruptcy or
              appointment of a similar officer to take charge of all or any
              substantial part of such property, or if the supplier is
              adjudicated as bankrupt, and such other condition or conditions
              are not corrected to the satisfaction of the customer within [ten
              (10)] days following written notice thereof.

              Notwithstanding the foregoing, upon any termination of this
              Agreement pursuant to this Section 2(g), the obligations of the
              Supplier pursuant to Section 2(c) above shall continue in full and
              effect following such termination.
             
              (h)    DISCLAIMER OF WARRANTIES.  THE LIMITED LICENSE GRANTED
       HEREUNDER IS GRANTED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND.  THE
       CUSTOMER DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
       INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS
       FOR A PARTICULAR PURPOSE.

       3.     MISCELLANEOUS TERMS AND CONDITIONS. 

              (a)    ASSIGNMENT.  Neither party shall have the right to assign
       or otherwise transfer any of its rights or obligations under this
       Agreement, except with the written consent of the other party.  Any
       prohibited assignment or attempted assignment shall be null and void.

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<PAGE>

              (b)    ENTIRE AGREEMENT.  This Agreement, including the Exhibits
       attached hereto and incorporated herein by reference, constitutes the
       entire Agreement of the parties with respect to the subject matter
       hereof, and supersedes all previous proposals, oral or written, and all
       negotiations, conversations or discussions heretofore had between the
       parties related to this Agreement.

              (c)    AMENDMENT AND MODIFICATION.  This Agreement shall not be
       modified, amended, rescinded, canceled or waived, in whole or in part,
       except by written amendment signed by each of the parties hereto.

              (d)    NOTICES.  Any notice required or permitted to be given
       hereunder shall be deemed sufficient if given by facsimile or by
       reputable international courier, addressed as indicated below or to such
       other address as the respective parties may designate by like notice from
       time to time by notice so given shall be deemed to be effective upon
       receipt by the addressee.

              In the case of the Customer:

                     Select Comfort Corporation
                     6105 Trenton Lane North
                     Suite 100
                     Minneapolis, Minnesota 55442-3240
                     Fax Number:  (612) 551-7826
                     Attention: Procurement Director

              In the case of the Supplier:

                     XXXXX
                     XXXXX
                     XXXXXX
                     Fax Number:  XXXXXX
                     Attention:  Managing Director
                    

             
       [Portions of this section have been omitted pursuant to a request for
confidential treatment under Rule 406 under the Securities Act of 1933, as
amended. A copy of this Exhibit with this section intact has been filed
separately with the Securities and Exchange Commission]

              (e)    SEVERABILITY.  In the event that any of the terms of this
       Agreement are in conflict with any rule of law or statutory provision or
       otherwise unenforceable under the laws or regulations of any
       jurisdiction, such terms shall be deemed stricken from this Agreement,
       but such invalidity or unenforceability shall not invalidate any of the
       other terms of this Agreement, and this Agreement shall continue in
       force, unless the invalidity or unenforceability of any such provisions
       hereof does substantial violence to, or where the invalid or
       unenforceable provisions comprise an integral part of, or other
       inseparable from, the remainder of this Agreement.

              (f)    GOVERNING LAW.  The English language version of this
       Agreement, if it shall have been translated into any other language,
       shall be the controlling version of this Agreement.  This Agreement shall
       be governed by and constituted in accordance with the laws of the State
       of Minnesota.  Each of the parties hereto hereby consents to the personal
       jurisdiction of the state and federal courts located in Hennepin County,
       State of Minnesota, and to the use of the English language, for the
       adjudication of any claim or controversy arising under this Agreement.

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<PAGE>

       IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.


                                SELECT COMFORT CORPORATION


                                By  /s/
                                  ----------------------------------------------
                                Its Senior Vice President, Operations        
                                    --------------------------------------------


                                XXXXX

                                By  /s/                                      
                                  ----------------------------------------------
                                Its Managing Director                      
                                    --------------------------------------------

     [Portions of this signature page have been omitted pursuant to a request
for confidential treatment under Rule 406 under the Securities Act of 1933, as
amended. A copy of this Exhibit with this signature page intact has been filed
separately with the Securities and Exchange Commission]


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<PAGE>


  
                                      EXHIBIT I
                                  January 25, 1996



 DESCRIPTION                        QUANTITY      UNIT COST          TOTAL
--------------------------------------------------------------------------------
                                                         
 5 Station test stand including        1           13,675.25       13,675.25
 schematics and 4 hand held
 meters

 Spare part kits                       3              811.48        2,434.11

 Hand held gauge connections and       8               12.25           98.00
 spares

 Pigtail hose connection, male        800               5.20        4,160.00
 insert

 Tube connections on the test          10               8.70           87.00
 stand

                                                  TOTAL            20,454.36

   


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<PAGE>


  
                            MANUFACTURERS LIMITED WARRANTY
                               for AIR LEAK TEST SYSTEM
                                        2/1/96


All warranty claims will be processed through Select Comfort.  Select Comfort
will process all warranty claims with the original equipment manufacturer on
behalf of Supplier.

The limited warranty is for one (1) year from date of the system delivery to
Select Comfort.  The warranty covers all products for an entire year used under
proper conditions.  There are inherent causes of component failure due to
contamination of the air supply if the proper filtering is not installed.  A
clean air supply is considered a proper condition requirement.  This warranty
does not imply Select Comfort will conduct service at the site of Supplier.  If
for some reason the system was to fail at Supplier, the spare components that
are shipped with the initial system will get the system functioning again.  The
defective parts must be returned to Select Comfort to the attention of:  Nancy
Buchholz, who in turn will ship the defective part to the original manufacturer
for inspection, where a returns report will be generated.  Based on the cause of
the failure, the part or component will be replaced, if under the one year
warranty.  In no way is Select Comfort, or the original manufacturer liable for
incidental or consequential damages or production loss.  Select Comfort and the
original manufacturer will help in any way possible to insure the system is
understood so servicing can be accomplished to maintain the system.  The are
components that will have routine wear after a period of time such as the
connectors.  All returned components will be inspected for any abuse, misuse or
improper application prior to replacing the component at the expense of the
manufacturer.
   

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