Software Distribution Agreement - Banta Global Turnkey and SPSS Inc.
Software Distribution Agreement
SOFTWARE DISTRIBUTION AGREEMENT dated as of Jan. 3, 1997 ("Agreement") between
Banta Global Turnkey ("we" or "us"), a division of Banta Corporation, and SPSS
Inc. ("you"), a corporation organized under the laws of the State of Illinois.
We are in the business of providing a variety of services to manufacturers of
computer software programs, including without limitation replicating and
distributing copies of Programs, Products and Publications (as those terms are
defined below); and
You are a manufacturer of computer software programs who wishes to have us
perform such services for you.
In consideration of the premises and the agreements set out below, we and you
agree as follows:
1. DEFINITIONS. When used in this Agreement, the capitalized terms listed
below will have the following meanings:
"Enterprise" - means any legal entity (such as a corporation) and the
subsidiaries it owns by more than fifty percent (50%).
"Product" - means both the Program and Basic Publications.
"Program" - means the computer programming code in machine-readable format
that is licensed to an end user on a variety of Media by you.
"Publications" - means printed material. It can consist of Publications
that are included with the Program (Basic Publications), and Publications
that are ordered and shipped separately (Optional Publications).
"Master" - means the unique Program and Program format for your Program
that we will create in order to be able to build production copies of your
Program for shipment.
"Media" - means either open reel tape, tape cartridge, diskette or CD-ROM.
Media also may mean other media (for example, magneto-optical) as mutually
agreed between us.
2. STATEMENT OF WORK. The services we are to provide will be described in
one or more statements of work which will be mutually agreed to by you and us
from time to time during the term of this Agreement. Each Statement of Work will
be attached to this Agreement
3. PURCHASE ORDERS. You will issue a purchase order to us each time
services are to be performed under this Agreement. Purchase orders may be issued
in paper form for printing services or in the form of the appropriate electronic
data interchange transaction set (as contemplated by the applicable Statement of
Work) for other services. Each purchase order issued to us shall include:
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(a) Product description, part number (if applicable);
(b) Quantity being produced;
(c) Price per the price list attached to the applicable Statement of
Work, or the price stated in our proposal to you (if applicable);
(d) Requested shipment dates;
(e) Requested shipping destination; and
(f) This Agreement number.
Purchase orders issued by you are subject to the terms and conditions of this
Agreement and no other terms or conditions, including your purchase order terms
and conditions, shall be part of this Agreement or apply to any work we perform
under this Agreement unless specifically agreed to in advance by us in writing.
4. PROJECT MANAGER. Upon the execution of a Statement of Work, each of us
shall submit to the other the name, business address and telephone number of a
Project Manager who shall be responsible for all business and technical issues
pertaining to that Statement of Work and any services described therein that we
perform for you. All communications will be directed to the Project Manager.
We or you may replace its Project Manager by delivery of written notice of
such change. Such notice shall set forth the name, business address and
telephone number of the replacement.
5. CHANGES TO A STATEMENT OF WORK. When both of us agree to change a
Statement of Work, we will prepare a written description of the change (called a
"Change Authorization"). The Change Authorization becomes effective when we
provide it to you. It need not be signed, unless either of us requests
signature.
Any change in the Statement of Work may affect the charges, estimated
schedule, or other terms. Depending on the scope of the requested change, we may
charge you for our effort to analyze it. We will then give you a written
estimate of the charges for the analysis. We will perform the analysis only on
your written authorization.
6. EXPORT.
(a) You will comply with all U.S. export laws and will cooperate with
us as specified below to enable us to comply. If we have reason to believe
that the classification export documents provided by you, or any other
aspect of the export is incorrect, we will suspend shipment without
liability or further obligation to you until you correct the problem to
our satisfaction.
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(b) Each purchase order you place with us will constitute your
certification that the recipients (whether a company or individual
identified by you ) of the Products, Optional Publications and any other
materials distributed by us pursuant to that purchase order are not:
(1) Residents or nationals of embargoed countries; or
(2) Embargoed or proscribed Controlled-in-Fact (CIF) customers;
or
(3) Residents or nationals of Coordinating Committee (COCOM)
proscribed countries; or
(4) Engaged in proscribed nuclear, chemical, biological or
missile technology uses or applications; or
(5) Listed on the U.S. Department of Commerce Table of Denial
Orders at the time of exportation; or
(6) Listed as a specially designated national by the U.S.
Department of Treasury; or
(7) Listed as a debarred party by the U.S. Department of State;
or
(8) In any other way prohibited from receiving your Products,
Optional Publications or other materials.
(c) You will be the exporter for shipments from the United States to
non-U.S. locations, and we will be acting as your forwarding agent solely
for export purposes. In order for us to perform our obligations under this
Agreement, you grant to us a power of attorney to sign air bills and
invoices on your behalf using information supplied by you.
(d) The following are your responsibilities as they apply to
Exporting your Products outside of the United States:
(1) Recipient Eligibility: You will provide a recipient list to
us with complete recipient name and address. You will ensure that no
recipients are prohibited from receiving Products, Optional
Publications or other materials under this Agreement for any reason
set forth in Section 6.(b).
(2) Documentation: You will provide us with all export license
information and other necessary information before shipment occurs
including:
(A) a description of the Products, Optional Publications or
other materials;
(B) the Export Control Classification Number (ECCN) for the
Products, Optional Publications or other materials; and
(C) the U.S. Schedule B or Harmonized Tariff Schedule number
(HTS) for the Products, Optional Publications or other materials.
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You will obtain export licenses for the Products and provide to
us copies of all applicable documents required for exportation
including but not limited to:
(D) a GTDR written assurance from each recipient if the
Products, Optional Publications or other materials are to be
exported under a General License General Technical Data
Restricted-with assurance (GTDR-with assurance). These written
assurances will be provided in advance of any shipment; and
updated as needed, but in any event all assurances will be
updated at least annually.
(E) an individual validated export license if required;
(F) U.S. Department of State Export License, U.S. Department
of State Commodity Jurisdiction Decision or ECCN if the Products,
Optional Publications or other materials incorporate a
cryptographic algorithm.
In the event that content addition or changes to Products,
Optional Publications or other materials require export
reclassification, you will provide updated export documentation.
(e) [The following are Additional Responsibilities as they apply to
orders distributed from our facility in Cork, Ireland ("Cork Facility")
with regard to Controlled Software:
(1) In addition to the requirements set forth above, in order to
comply with the Irish requirements, you must complete the Cork
Facility's classification questionnaire for each controlled Software
Product and return it to the [appropriate agency of the Irish
government]. The [appropriate agency of the Irish government] will
classify the Software Product and keep the questionnaire. In the
event that content addition or changes to Products, Optional
Publications or other materials require export reclassification, you
will notify us and provide an updated questionnaire to the
[appropriate agency of the Irish government]. The Cork Facility will
obtain any necessary Irish export licenses.]
7. PAYMENTS AND BILLING. We will bill you for fees as specified in the
price lists attached to the Statements of Work or, when applicable, our proposal
to you and payment is due at payment terms of Net 45 days.
Fees specified in the Statement of Work or our proposal do not include
transportation charges (unless otherwise stated in the applicable price list) or
any taxes, duties or other charges imposed by any governmental authority that
may be due. You will be responsible for payment of any such transportation
charges, taxes, duties or other charges. Prior to any Products, Optional
Publications or other materials being distributed to an end user, you will
provide us with an appropriate resale certificate, and instruct us not to charge
sales tax since you will charge any sales tax due on your transaction with your
end user customer.
Below are the parameters under which prices can change for each Statement
of Work implemented during the term of this Agreement:
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(a) Prices quoted in the initial Statement of Work, except
Publications, will be frozen for 12 months from signing the initial
Statement of Work.
(b) Any change in Media volumes after implementation of a Statement
of Work, will be priced from the applicable price list or our proposal to
you, if volumes warrant.
(c) After the initial 12-month period that this Agreement is in
effect, we may increase prices in a Statement of Work, other than
Publications which are covered in Section 7.(d) below. However, except as
provided below, prices initially applicable to any Statement of Work,
other than Publications, will not increase during the second 12-month
period that this Agreement is in effect by more than the actual increase
of the Manufacturing Index found within the Employment Cost Indexes and
Levels, as published by the U.S. Department of Labor during that period.
As an exception to this increase limit, we may increase prices in a
Statement of Work to reflect labor cost increases imposed on us by federal
or state law or regulation. Any such price increase will become effective
on the same date that the mandated labor cost increase first affects us.
(d) Publications. Pricing for Publications is based on original
Publication specifications provided by you. However,
(1) paper prices may be readjusted quarterly;
(2) other charges for printing and binding are fixed annually,
but labor costs may be increased more frequently as stated in Section
7.(c); and
(3) prices may be adjusted any time there are changes in
Publication specifications.
The foregoing price parameters assume manufacturing and distribution
work to be done in the United States.
8. LICENSE. You grant to us a no-charge, royalty-free,
non-transferable, non-exclusive license to reproduce and distribute copies
of your Programs, Publications and other materials to the extent necessary
for us to perform our obligations under this Agreement.
9. WARRANTY.
(a) General. You represent and warrant the following:
(1) That you are under no obligation or restriction which would
in any way interfere with or be inconsistent with your obligations
under this Agreement;
(2) That you have or that third parties have licensed to you the
intellectual property rights, including but not limited to patents,
trademarks, copyrights and trade secrets to the Products, Optional
Publications and other materials to perform your obligations under
this Agreement and to grant the license to us herein; and
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(3) That the Products, Optional Publications or other materials
do not infringe any intellectual property rights, including but not
limited to patents, trademarks, copyrights and trade secrets of any
third party and that no claims or notice of claim of infringement
have been received by you.
(b) Harmful Code. You also represent and warrant that each copy of
the Programs or updates or error correction code, as provided to us, does
not contain any code, programming instruction or set of instructions that
is intentionally constructed with the ability to damage, interfere with or
otherwise adversely affect computer programming code, data files, or
hardware without the consent of the computer user. You shall establish and
enforce procedures, which shall be reviewed with us, at our request, to
prevent any such code, programming instruction or set of instructions from
being incorporated into the Programs and shall promptly notify us of any
knowledge or suspicion that any such elements have been incorporated.
(c) Our Warranty. The Programs and Publications will be free from
defect in material and workmanship. We will replace at no charge any
Program or Publication due to defective media or manufacture. This shall
be your sole remedy for defects. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
10. INDEMNIFICATION. You will indemnify, defend, and hold us harmless
against any claims, losses, and expenses, including attorney fees and other
costs of litigation, based on or arising out of any third party claim that any
Product, Optional Publication or other material infringes any third party
intellectual property rights or for any breach by you of your warranties in this
Agreement.
These indemnities are conditioned upon prompt written notice to you of the
claim or proceeding subject to indemnification; cooperation by us at your
expense in the defense and settlement of any such claim; and mutual consent to
settlement or resolution of any such claim, which consent shall not unreasonably
be withheld.
11. INFORMATION. Terms for exchange of confidential information will be
handled according to the Confidential Non-Disclosure Agreement which you and we
will sign at the same time as this Agreement is signed.
For all information which does not meet the definition of "Confidential
Information" under the Confidential Non-Disclosure Agreement, no obligation of
confidentiality of any kind is assumed by, or shall be implied against, either
party with respect thereto regardless of whether the non-confidential
information is received in the Programs, Publications or some other form and
whenever received from the other party under this Agreement or in activities
related hereto. Either party shall be free to use or disclose any information,
concepts, ideas, know-how, or techniques contained in non-confidential
information received under this Agreement, subject only to valid copyrights and
patents owned or licensed by the party providing such information.
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12. TERM AND TERMINATION. Unless otherwise terminated as provided herein,
this Agreement shall be effective from the date first written above and shall
remain in force for three years. This Agreement shall automatically renew
thereafter for successive periods of one (1) year each unless either of us give
notice of its intent to terminate this Agreement not less than one hundred
eighty (180) days prior to the expiration of the initial term or any renewal
term. Not less than sixty days prior to the end of the initial term or the
renewal term then in effect, we will propose to you the pricing to be applicable
to each Statement of Work during the next renewal term. Unless you object to our
proposed pricing within ten (10) days after receipt, the proposed pricing will
become effective as of the beginning of the next renewal term. If you do object
within the ten day period, we will negotiate mutually acceptable pricing with
you, but if prices have not been agreed to by the date on which notice of
termination must be given, we will either agree to terminate the Agreement or
continue the Agreement on a day-to-day basis while price negotiations continue.
(a) Termination for Convenience. You may terminate this Agreement for
convenience or for any other reason upon 180 days' prior written notice to
us. We may terminate this Agreement for convenience or for any other
reason upon 180 days' prior written notice to you. If we terminate this
Agreement for any reason other than as specified in Section 12.(b), then
during the 180-day notice period we will assist you in finding a new
vendor and will make every reasonable effort to make the transition from
us to your new vendor a smooth one.
(b) Termination for Cause. Either party may terminate this Agreement
by written notice if the other materially breaches its obligations under
this Agreement. Such a termination notice must specifically identify the
breach (or breaches) upon which it is based and will become effective 180
days after the notice is received by the other party, unless the
breach(es) is (are) corrected during the 180 days.
(c) Termination of Statements of Work and Purchase Orders. You may
terminate a Statement of Work on 180 days' written notice to us or an
individual purchase order on 30 days' written notice to us. We may
terminate a Statement of Work on 180 days written notice to you or an
individual purchase order on 30 days' written notice to you if you do not
meet your obligations. Upon termination, we will stop our work in an
orderly manner as soon as practical.
(d) Survival. Neither termination or expiration of this Agreement,
any Statement of Work or any purchase order shall have any effect upon the
respective rights and liabilities of the parties in connection with any
work we previously performed or that were in process on the date
termination became effective. In particular, you agree to pay us for all
services we provide, all costs incurred in connection with services or
Products, Optional Publications or other materials we provide, and any
Products, Optional Publications or other materials we deliver through the
termination of the Agreement, Statement of Work, or purchase order, as the
case may be. Payment includes any charges we incur in terminating
subcontracts or orders for raw materials.
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Any terms of this Agreement which by their nature extend beyond its
termination, including the provisions of Sections 9, 10, 11, and 13, will
remain in effect until fulfilled, and apply to respective successors and
assignees.
13. GENERAL.
(a) Freedom of Action. Nothing in this Agreement shall prohibit or
restrict either party from independently developing, acquiring, and
marketing products, services, and other materials which are competitive
with the products, services or materials of the other party.
(b) Limitations. We shall have no liability to you:
(1) For any third party actions which violate your
intellectual property rights, or
(2) For non-payment of license fees or service charges by
others.
Except as set forth in Section 10, neither party shall be liable to the
other for any indirect, incidental, special, punitive, or consequential
damages, including lost profits, regardless of the form of the action,
whether in contract or tort (including negligence). No action, regardless
of form, arising out of this Agreement may be brought by either party more
than two years after the cause of action has accrued.
(c) Choice of Law. This Agreement will be governed by the substantive
laws of the State of Illinois.
(d) Entire Agreement. This Agreement, together with any Statements of
Work entered into by the parties from time to time during the term hereof,
and purchase orders issued to us hereunder, all of which are incorporated
into this Agreement by this reference, are the complete agreement
regarding these transactions, and replace any prior oral or written
communication between us. If there is a conflict between terms in this
Agreement and those in a Statement of Work, the terms of the Statement of
Work shall prevail over the terms of this Agreement; provided, however,
that all shipments of Products, Optional Publications or other materials
shall be subject to Section 6 unless we agree to the contrary in a written
document which specifically states that Section 6 does not apply to a
particular shipment described therein and which is signed by our
authorized representative.
(e) Severability. If any provision of this Agreement is held to be
illegal, unenforceable, or in conflict with any law of any governmental
entity with jurisdiction over this Agreement, the other portions shall
remain valid and enforceable.
(f) Amendments in Writing. No amendment, modification or waiver of
any provision of this Agreement shall be effective unless it is in a
writing executed by authorized representatives of both parties. No failure
or delay by either party in exercising any right, power or remedy will
operate as a waiver of any such right, power or remedy.
(g) Notice. Any notice required or permitted under this Agreement
shall be made by telecopy, express overnight courier service, charges paid
by shipper, or certified or
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registered mail, postage prepaid and return receipt requested, provided
that the same is addressed to the party to be notified at the following
address (or such other address, or to the attention of such other person,
as may be hereinafter designated in writing by the party to be notified):
(1) In the case of notices to us:
Banta Global Turnkey
1600 Disk Drive
P.O. Box 220
Plover, WI 54467-0220
Attn: SPSS Contract Administrator
Telecopy Number: (715) 341-0544
(2) In the case of notices to you:
SPSS Inc.
444 North Michigan Avenue
Chicago, IL 60611
Attn:
Telecopy Number:
(h) Force Majeure. Neither party shall be held liable for failure to
fulfill its obligations under this Agreement, if such failure is caused by
flood, extreme weather, fire, or other natural calamity, acts of
governmental agency, or similar causes beyond the control of such party.
(i) Captions. The designation of a title, or a caption or a heading
for any provision of this Agreement is for the purpose of convenience only
and shall not limit or construe the contents of this Agreement in any way.
IN WITNESS WHEREOF, you and we have caused this Agreement to be signed by
our authorized representatives to execute this Agreement as of the date first
written above.
BANTA GLOBAL TURNKEY SPSS INC.
By: /s/ Dale Harbath By: /s/ Edward Hamburg
Authorized Signature Authorized Signature
Name (type or print): Dale Harbath Name (type or print): Edward Hamburg
Title: V.P. and General Manager Title: Executive Vice President
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Statement of Work
Prepared For:
SPSS Inc.
Date:
Describing Work to be Performed by
Banta Global Turnkey
at its Plover, Wisconsin Facility
The data in the Agreement shall not be disclosed outside the Customer and shall
not be duplicated, used, or disclosed in whole or in part for any purpose other
than to evaluate the Agreement, provided that if this Statement of Work is
executed by each party's Authorized Representative, the Customer shall have the
right to duplicate, use, or disclose the data to the extent provided by this
Agreement. This restriction does not limit the right of the Customer to use
information contained in the data if it is obtained from another source without
restriction.
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1. DESCRIPTION. This Statement of Work and any other attachments and/or
appendices defines the scope of work to be accomplished by Banta Global Turnkey
("we" or "us") at our Plover, Wisconsin facility ("BGT-Plover") under the terms
and conditions of the Software Distribution Agreement dated as of Jan 3, 1997
("Agreement") between us and SPSS Inc. ("you"). If accepted by you, this
Statement of Work will be incorporated by reference into the Agreement. A
separate Statement of Work with appropriate attachments and/or appendices (the
"BGT-Ireland SOW") defines the scope of work to be accomplished by us at one of
our facilities in Ireland ("BGT-Ireland") under the terms and conditions of the
Agreement.
All capitalized terms not defined in this Statement of Work shall have the
meanings given to them in the Agreement.
The following are incorporated in and made part of this Statement of Work:
Appendix A - Publication Specifications
Appendix B - Price List
Appendix C - BGT -Plover Holidays
2. PROJECT SUMMARY. Your requirements are for the manufacture
of the Programs and the Publications listed on the purchase
orders you issue to us from time to time pursuant to Section 3 of
the Agreement and the distribution of the same in the United
States and worldwide locations.
Except as stated below, Products, Publications and other materials to be
distributed in the United States, Canada, South America and Latin America (the
"Western Hemisphere") will be manufactured in and distributed from BGT-Plover.
BGT-Plover will manufacture those Publications and other materials not shipped
from BGT-Ireland, replicate the Programs on the specified Media, kit with
associated Publications and marketing materials, and distribute to those
recipients you designate that are located within the Western Hemisphere.
Except as stated below, Products, Publications and other materials to be
distributed outside the Western Hemisphere will be manufactured in and
distributed from BGT-Ireland under the BGT-Ireland SOW. However, we may (a)
manufacture some Publications and other materials at BGT-Plover and bulk ship to
BGT-Ireland, and/or (b) manufacture some Publications and other materials at
BGT-Ireland and bulk ship to BGT-Plover. We and you will jointly evaluate which
higher volume Publications will be manufactured internationally.
3. WORK SCOPE - NEW PRODUCT INTRODUCTION.
(a) Verification Process - Western Hemisphere Distribution. For Products,
Publications and other materials which are to be distributed in the Western
Hemisphere, you will either deposit master Program images in digital form in
BGT-Plover's E-Mail mailbox on your computer system for later retrieval by
BGT-Plover or, at your option, deliver hard copy master Program images to
BGT-Plover. If the master images are deposited in digital form in BGT-Plover's
E-Mail mailbox and retrieved by BGT-Plover by 1:00 PM Central Time, BGT-Plover
will transmit checksums to you the same day for approval. Otherwise, checksums
will be transmitted to you the next business day.
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When you verify that the checksums do match, you will notify our Project
Manager and we can immediately begin production of the Products. If you verify
that the checksums match that same day, we can begin "same day" production. This
commitment as to "same day" production will be maintained provided that the
number of images and/or masters we receive does not exceed 25 per day.
We will provide Program reproduction on open reel tape and tape cartridge
Media through Duplication Technology, a subcontractor. For these Media, you have
decided to take the risk and not have us perform verification. Verification
turnaround time would be as mutually agreed if a verification process for tapes
and cartridges is required in the future.
You will provide typed printed label specifications to us for Media label
verification. We will fax printed Media label samples to you for verification.
This same process will be followed for envelope and kit barcode labels.
(b) General Availability. Except as stated below, BGT-Plover will support
general availability of each Product two (2) business days after receipt of the
last deliverable required for that Product. Deliverables are: specifications and
content for Publications; documents; dongles; completion of the verification
process described above (including Media/barcode label verification); serial
number ranges; and bills of materials. The day on which the last of the
deliverables is received counts as day 0 due to auditing, receiving and assembly
functions. For example, if the last deliverable is received on Monday, general
availability would be the following Thursday (after two (2) business days). This
time frame can be negotiated between you and us according to the volumes needed
to support general availability.
The initial volume for general availability will be negotiated between our
respective Project Managers, but will not exceed the quantities set forth in
Section 4.(a)(2) below. Initial volume projections on new Products or upgrade
releases will be provided by you 21 business days prior to first shipment.
Significant increase in volumes within 10 business days prior to first shipment
can impact our ability to meet initial shipment volumes. If you cannot provide
volumes, we will project those volumes and notify you for build approval. Except
as stated below, weekend and holiday work to accommodate volume requirements
will be charged to you at a price negotiated between our respective Project
Managers. However, any Saturday worked at month end or quarter end which is
neither a holiday nor the day following a holiday will be charged at the normal
rates stated in Appendix B.
Product tables are to be supplied to us electronically on a daily basis.
We will install the product tables within 12 hours of receipt.
(c) Diskette Specifications. We will manufacture your Programs on black
high density (HD) 3.5" diskettes. The supported formats are DOS, Windows, OS/2,
MacIntosh, UNIX and mainframe. External serial numbers are required on some of
the diskette labels. We will provide all serial number ranges. Internal
serialization and encryption is not required. All disks are to be in write
enabled mode.
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The diskette specifications are:
- 100% media certified
- missing bit clip level = 60%
- extra bit clip level = 20%
- receiving and inspection testing to an Acceptable Quality
Level (AQL) less than 0.65%
(d) CD-ROM Replication. You will provide us with CD-ROM masters of all
Programs to be reproduced on CD-ROM. We will provide Program reproduction on
CD-ROM through either Rimage Corporation or Imation Corporation, subcontractors.
(e) Media Label Specifications. Diskette labels will be 1 color, Rimage
printed labels. We will use your supplied specifications for font style and
color. One diskette label per diskette assembly may be serialized. Diskette
label text may include the production date, e.g. 04JAN94; the diskette
identifier, e.g., B1; the product version number, e.g., V6.0; the diskette name,
e.g., Windows Base System; and the diskette assembly number, e.g., SP8048001.
All text and any logo will be printed at time of replication. Generic white
stock will be used. Copyright information is also included. Restricted rights
text is not required.
Open reel tape and tape cartridge labels will be 1 color, Zebra 300 dot
per inch (dpi) labels. Open reel tape and tape cartridge labels will not be
serialized. Internal serialization and encryption is not required.
(f) Tape Specifications. We will replicate your mainframe
Programs on one or more of the following, as directed by you:
- 9-track tape will be stocked at 1600 BPI; 6250 BPI will be available
only on special request in order to minimize inventory.
- 1/4" cartridge
- TK50 cartridge
- 1/4" HP IOTAMAT
- 8MM cartridge
- 4MM cartridge
(g) Label Artwork and Publications Postscript Input
Specifications. You will provide CRC or PostScript files as
input for label artwork and Publications to be manufactured by
us. When label or text artwork is submitted in electronic
format, a hardcopy (draft) with "instructions" and color break
(where applicable) must also be provided. "Instructions"
include:
- Copy alignment
- Pagination
- Information relative to bleeds, screens, position of
half-tones, etc.
We will manufacture your Publications per the specifications outlined in
Appendix A or, if applicable, our quote. You will be provided with proofs for
review and signoff. Turn around time for Publications is approximately 3 weeks
from receipt of the required CRC or
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PostScript files and instructions, unless negotiated on an individual basis by
our respective Project Managers. Any overtime charges due to shortened lead
times will be cleared through you in advance. All Publications prices are based
on your having furnished PostScript files.
Bulk shipments of Publications to destinations outside the United States
will be fulfilled based upon the availability of Publication inventory or the
turn around time to obtain additional Publication inventory.
(h) Pricing. Appendix B contains a price list for the services to be
performed under this Statement of Work. Prices may be modified as provided in
the Agreement.
4. WORK SCOPE - PRODUCTION
(a) Order Processing - Western Hemisphere Distribution.
(1) For Products, Publications and other materials which are
to be distributed in the Western Hemisphere, all orders will be sent to
BGT-Plover and confirmed via Electronic Data Interchange ("EDI")
utilizing the ANSI EDI X.12 standard.
(A) You shall use the 850 Purchase Order transaction
set to place an order. Each 850 transaction set shall contain
the information specified in Section 4.(c) below. We will
check each 850 transaction set received to determine whether
it duplicates a previously received transaction set.
(B) We shall use the 997 Functional Acknowledgment
transaction set to indicate receipt of your order. The 997
transaction set is not "contents sensitive"; it simply
acknowledges that an 850 transaction set was received by us.
(C) We shall use the 810 Invoice transaction set to
confirm shipment and to invoice you.
(2) You estimate order activity at up to 200 orders per
business day, increasing to as many as 500 orders per day during the
last week of the month, and increasing to as many as 1,500 orders
(4,000 kits) per day during the last week of each quarter. Note: an
average end user order will consist of three (3) kits. Rush orders have
priority over non-rush orders. Non-rush orders have priority over bulk
and mass update orders.
(3) Normal hours of order receipt by BGT-Plover will
be Monday through Friday, 8:00 A.M. to 5:00 P.M. Central
Time with the exception of the holidays noted in Section
4.(b)(4). During month end and new product releases, the
parties will negotiate additional hours for order receipt if
needed. We will provide customer order inquiry through 5:00
P.M. Central Time.
Except during "Exception Periods" (defined below), orders
placed with BGT-Plover will be processed through 3:00 P.M. Central
Time. Orders received at BGT-Plover by 2:00 P.M. Central Time will be
processed and delivered to the appropriate carrier that same day, so
long as the orders are received in a continual flow not to exceed the
daily
<PAGE>
volumes noted below. Orders received after 2:00 P.M. will be processed
on a first in, first out basis with every reasonable effort made to
process and ship the same day as well. The "Same Day Ship" charge set
out in Appendix B will be assessed against all orders received after
2:00 P.M. and shipped the same day. Rush orders received in this time
frame will take priority over non-rushes. Those orders not making the
carrier pickup cut-off will ship the next business day.
During "Exception Periods", i.e., end of the month, end of a
quarter, end of the year, etc., product orders will be received by
BGT-Plover from 8:00 A.M. until 7:00 P.M. Central Time. During each
Exception Period, you will make available to us by telephone from 8:00
A.M. until 8:30 P.M. Central Time each day those personnel necessary to
enable us to clarify any questions that may arise concerning orders
received. During each Exception Period, we will use our best efforts to
process all orders received. You will provide us with forecasted
volumes 15 days prior to month end or quarter end ("Quarter End
Forecast"), as the case may be. If we make the projection, you will be
notified of build levels and asked for concurrence. Except as stated
below, weekend and holiday work to meet above average month end volumes
or quarter end volumes in excess of the average month end volumes will
be charged to you at a price negotiated between our respective Project
Managers. However, any Saturday worked at month end or quarter end
which is neither a holiday nor the day following a holiday will be
charged at the normal rates stated in Appendix B.
Processing turnaround during month end Exception Periods in
excess of the month end commitment of 500 orders or 1,500 kits per day
will be negotiated between our respective Project Managers.
You acknowledge that we will have to add additional personnel
on a temporary basis to meet quarter end Exception Period volumes in
excess of 500 orders or 1,500 kits per day. In order to ensure proper
staffing levels, we will require accurate and timely information
concerning the volumes of orders to be shipped. Accordingly, our
commitment concerning processing turnaround during quarter end
Exception Periods up to the quarter end commitment of 1,500 orders or
4,000 kits per day applies only when all of the following conditions
are satisfied for the quarter end in question:
(A) We must receive the Quarter End Forecast no later
than 15 days prior to quarter end.
(B) Our quarter end commitment extends only up
to the volume stated in the applicable Quarter End Forecast.
(C) Eighty percent of all orders placed each day
during the quarter end Exception Period must be
received by 11:00 A.M. Central Time.
(D) No bulk orders or orders requiring special
packing will be processed.
<PAGE>
(b) Order Processing - General.
(1) Each party will be responsible for maintaining the
appropriate access to its EDI supplier to permit EDI transactions and
any costs associate with such access. You will be responsible for any
costs incurred (developmental costs, software costs) in establishing
the requisite EDI interfaces with BGT-Plover (e.g., date mapping and
transaction generation). You will provide the requisite computer
hardware and software to support the order entry program to transmit
orders to us. You will also be responsible for ensuring that
BGT-Plover's ability to retrieve orders and other information from its
E-Mail mailbox which is established on your computer system is
unimpaired at all times.
(2) Bulk and mass update orders will have specific delivery
dates assigned to them and not be subject to the earlier noted order
receipt and shop commitment. We will fulfill mass update orders as
follows:
less than 100 orders or less than 300 kits: within 5 business days
100-2,000 orders or 300-6,000 kits: within 15 business days
2,000-3,000 orders or 6,000-9,000 kits within 20 business days
(3) You will denote a requested ship date in the comments
field for each bulk order that gives us approximately 5 business days
to ship. Commit ship dates for bulk orders will be negotiated between
our respective Project Managers based on size and requested ship date.
We will use our best efforts to meet that requested ship date. Weekend
or overtime work will be at a premium charge to you as stated in
Appendix B. You will designate either air or boat as the carrier for
each order.
(4) You will be closed during your scheduled holidays and will
not be sending orders to us. BGT-Plover will be closed during its
scheduled holidays and will not be receiving or filling orders on those
days. BGT-Plover's scheduled holidays for calendar years 1996 and 1997
are set forth in Appendix C.
Banta Global Turnkey-Plover will advise you of its scheduled holidays
during each year after 1997 that the Agreement remains in force.
(5) You will provide a master product item table which will
contain your part number for each Product, Publication or other
material we will be manufacturing and distributing; a description of
each of the foregoing; bill of material explosion detail for each of
the foregoing; and applicable customs values. This table will be used
to generate the packing slip that is included with the Product
shipment. The master product table will be transmitted electronically
daily. The master tables for international shipments will include
sufficient customs value detail by commodities listed below:
- Explicit product descriptions
- Declared customs value for media
- Declared customs value for Publications
- Declared customs value for dongles
<PAGE>
- Harmonization codes (harmonization codes are used in
harmonization Tariff Schedules which are also used for the
classification of merchandise for rate of duty and statistical
purposes).
(6) The packing slip shipped with each order will show the
ship detail for the entire shipment rather than the content of a
particular carton.
(7) Some documents will be printed on forms provided by you.
These include encryption letters and various informal documents.
(8) Encrypted information (key, expiration date, system
platform) will be included in the applicable 850 Purchase Order
transaction set. The encryption letter will be placed inside the order.
(c) Purchase Order Transaction Set. Each 850 Purchase
Order transaction set you build will include traditional order
information such as:
- Purchase order number
- Customer ID
- Ship to address
- Bill to address
- Carrier details - carrier, service level, COD
- Date of origin
- Purchase order reference
- Ship instructions
- Line item detail (product description, your part number
and order quantity)
- Originator ID
- "Rush order flag" for shipping
- "Bulk order flag" for shipping
- International order flag
You will also provide details with regard to the following items:
- OEM customer ID - uniquely identifies you to us
- Encryption flag and details - encryption key,
expiration date, system platform
(d) Weekly and Monthly Inventory. We will provide you with a weekly
inventory report, both in electronic format and in hardcopy, which will contain
such information, and be in such format, as may be mutually agreed. he hardcopy
inventory report will be sent by overnight delivery service. Additional
information on the weekly inventory report will be at a charge to you that will
be negotiated between our respective Project Managers.
We will also provide you with a monthly usage inventory report for each
calendar month which will contain such information, and be in such format, as
may be mutually agreed. This inventory report will be sent by overnight delivery
service. Additional information on the monthly usage inventory report will be at
a charge to you that will be negotiated between our respective Project Managers.
<PAGE>
(e) Weekly Returns Reports. At your request, we will provide
you with a returns report on refused and undeliverable shipments. This
report will contain such information, and be in such format, as may be
mutually agreed. Additional information on the weekly returns report
will be at a charge to you that will be negotiated between our
respective Project Managers.
All other returns will be handled by you.
(f) Other Reports. In addition to the reports described in
Sections 4.(d) and 4.(e) above, we will continue to provide to you the
following reports, in the format currently in use for each such report
and containing the information currently provided in each such report,
at no charge to you:
- Value Added Report
- Reorder Point Report
- Invoice Report
Any additional reports requested will incur programming charges at our
standard hourly rates then in effect, as will any changes to the
format or content of the current reports.
(g) Encryption Letters. Several of your Products require
encryption letters, and certain future Products (such as all
Windows-based Products commencing with Version 7.5) will as well. The
encryption letter is built from the detail provided in the applicable
850 Purchase Order transaction set. The encryption letter is to the end
user to instruct them as to the encryption key, the expiration date and
the system platform. We will print these letters on letterhead supplied
by you.
(h) Master Images Older Than 4 Months That Have Not Been
Ordered. We will archive master Program images older than 4 months that
have not been ordered. Should there be an order for a Program image
that has been archived, the Program image will be reloaded. The minimum
turnaround time for us to fulfill these orders will be 2 business days
longer than the turnaround time for a standard order.
(i) Obsolete Parts List. You will supply us with
obsoleted parts lists to help manage product tables and
inventory.
5. PRODUCT PART NUMBER AND BARCODE LABELS. We have your approval to place a
barcode label and your part number on each component of your Products, Optional
Publications or other materials.
6. PROJECT MANAGEMENT. Our respective Project Managers will conduct
conference calls at least weekly to discuss new product releases, forecasts,
sales promotions, end of month projections, inventory, bulk orders, mass updates
orders, etc.
7. COPYING DOCUMENTS. We will copy documents at the price set out in
Appendix B.
<PAGE>
8. TEAR DOWNS. If at any time you require us to disassemble existing kits
for any reason other than to correct an error that was caused entirely by our
acts or omissions, we will charge you for doing so at our then current rate for
time and materials.
9. OUR ADDITIONAL RESPONSIBILITIES. The following responsibilities are in
addition to those specified in the Agreement:
(a) We will ensure that all packaging will be done in a way
that does not identify us as the packager or shipper. Packaging
includes product and shipping materials.
(b) When notified within 45 days of order shipment, we will
replace orders free of charge for the following reasons:
- defective media or Publications produced by BGT-Plover,
when the defect was created by us
- orders lost in transit, excluding boat shipments
- orders we fill incorrectly
(c) We will file a claim on your behalf with the appropriate
common carrier for any damaged order.
(d) C.O.D. checks will be sent to your lockbox in Chicago.
10. YOUR ADDITIONAL RESPONSIBILITIES. The following responsibilities are in
addition to those specified in the Agreement and are to be provided at no charge
to us:
(a) You will provide all necessary, mutually agreed upon
Product components, including computer programming code in machine
readable format for the Programs and the Publications.
(b) You will have phone support available to assist with
problems preventing manufacture or distribution of Products, Optional
Publications or other materials.
(c) You will be responsible for authorizing and sending
replenishment orders. We will work with you to define minimum and
maximum levels. We will monitor component levels on hand and notify you
of diminishing quantities of components via the Reorder Point Report.
(d) You will immediately notify us of any condition that might
affect manufacture or shipment of Products, Optional Publications or
other materials. You will provide any corrections that will allow
manufacture or shipments to continue.
11. PAYMENT AND BILLING. The prices associated with this Statement of Work
are based on volumes, specifications, and samples of the Products, Optional
Publications or other materials which you have provided. Therefore, the prices
will change if any of these factors change.
<PAGE>
If you supply erroneous information for an order and we are required to
remanufacture Products, Optional Publications or other materials, or send a
replacement shipment, we will bill you for the additional manufacturing,
assembly, distribution and freight charges.
Production run charges, i.e., charges for manufacture of Programs,
Publications and labels, and charges for packaging and freight, will be billed
as they are incurred. All other charges will be billed monthly and are due and
payable at terms of Net 45 days. Past-due invoices are subject to a service
charge, calculated on the outstanding balance, at the lesser of (a) the rate of
2% per month or (b) the highest legal rate authorized by applicable law.
Notwithstanding the payment terms stated above, if you at any time exceed the
credit we establish for you from time to time, we may demand payment in full of
all amounts in excess of the then current credit limit, or require other payment
arrangements satisfactory to us, and we may cease all work then in process
without liability to you until such payment is received.
IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to
be executed by their respective Authorized Representatives.
Banta Global Turnkey SPSS Inc.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
By: /s/ Dale Harbath By: /s/ Edward Hamburg
Name (type or print): Dale Harbath Name (type or print): Edward Hamburg
Title: V.P. and General Manager Title: Exec. Vice President
Date: 1/3/97 Date: 13 January 1997
BGT-Plover address: SPSS Address:
1600 Disk Drive 444 North Michigan Avenue
P.O. Box 220 Chicago, IL 60611
Plover, WI 54467-0220 Phone: (312) 329-2400
Telephone: (517) 341-0544 Fax: (312) 329-3558
Fax: (715) 341-0874
<PAGE>
Appendix A: Publication Specifications
Publication Specifications
The following variations in quantity will be applied to the base order quantity
to define over/under shipments. These quantity variations will be
charged/deducted at the per unit price:
Publication Quantity Variations
Quantity Ordered, Quantity Variation
Up to 5,000, 5%
5,001 to 10,000, 4%
10,001 to 25,000, 3%
25,001 to 50,000, 2%
CRC or PostScript files will be forwarded to:
Banta Global Turnkey
1600 Disk Drive
P.O. Box 220
Plover, WI 54467-0220
Attention: _______________
The price to convert the PostScript files to negatives is listed in
Appendix B.
Base Publication Specifications
Page Size s7-3/8" x 9"
Binding (less than 104 pgs.) Saddle stitch
Binding (104 pgs or more) Perfect bound
Text Stock 50# IBM stock
Cover Stock 80# Vintage Velvet stock
Cover Prints Black plus one PMS, full
coverage, with bleeds
Cover Lamination Film, one side
Drilling None
CRC SPSS provides PostScript on
diskette including all unique
customer fonts
Proof Blueline text, colorkey covers
Final Packaging Bulk in cartons
Pallet Size 40" x 80" or as required
<PAGE>
Appendix B: Price List
Assumptions:
Prices for the work described in this Statement of Work are contained in the
following pages. Volumes listed are an estimate for a full year period, based on
actual shipping volumes. Any changes to the specifications in this Statement of
Work required by SPSS, or any change to the other assumptions underlying this
price list, will cause this price list to be revised.
Conversion of PostScript Files to Negatives:
Publications prices shown in the attached pricing grids do not include the price
of converting PostScript files to negative.
Conversion of PostScript files to negative is $3.15/text page.
Author's alterations at blue print state: $10.40/page.
Shipping:
SPSS will pay for insurance on all shipments from the United States to foreign
destinations.
<PAGE>
Appendix C: BGT - Plover Holidays
1996 Holidays
Holiday Date Holiday Date
New Year's Day January 1 Thanksgiving Day November 28
Good Friday April 5 Day After Thanksgiving November 29
Memorial Day May 27 Christmas Eve December 24
Independence Day July 4 Christmas Day December 25
Labor Day September 2 New Year's Eve December 31
1997 Holidays
Holiday Date Holiday Date
New Years Day January 1 Thanksgiving Day November 27
Good Friday March 28 Day After Thanksgiving November 28
Memorial Day May 26 Christmas Eve December 24
Independence Day July 3 & 4 Christmas Day December 25
Labor Day September 1 New Year's Eve December 31
<PAGE>
Item 12 Month Unit Potential
Description Est Volume Price ($) Price
Disks*:
3.5" HD 325000 0.72 $234,000.00
1/2" Tape
600' 58 11.75 $681.50
1200' 14 14.00 $196.00
2400' 20 16.50 $330.00
QIC 120 335 26.00 $8,710.00
8mm 229 24.50 $5,610.50
4mm 248 23.50 $5,828.00
TK50 37 32.50 $1,202.50
IOTAMAT HP Cartridges:
150' 35 28.50 $997.50
600' 35 34.00 $1,190.00
CD's
2/color label, tyvek sleeve, 7-day turn 20,000 0.82 $16,400.00
3-Day Mastering Charge - Under 5,000 $650.00
2-Day Rush Mastering Charge (addl) $325.00
1-Day Rush Mastering Charge (addl) $500.00
Setup for runs of less than 1,000 $176.00
Shrinkwrap per unit N/A 0.02
Barcode Labels (labels & overprint) N/A 0.05
Physical Inventory charges SPSS supplied
component $5.00 per location
Physical Inventory charges Banta supplied
component $2.50 per location
<PAGE>
Item (Kitting Family) 12 Month Estimated Volume Price
PC+ 1,200 $2.40
Windows 76,000 $2.53
MAC/OS2 10,600 $3.68
Mainframe 2,000 $2.78
Windows Developers Kit 150 $2.08
SYSTAT 4,400 $2.14
Graduate 8,500 $1.45
Third Party Software Kits 3,000 $1.38
Training Guides 4,500 $0.40
Upgrades Kits 5,700 $1.62
Books Kits 200 $0.16
Marketing Inserts 55,000 $0.74
QIAnalyst 4,000 $2.08
Software Envelope Assemblies $0.45
Mass Upgrades $0.45
Item 12 Month Estimated Volume Price
Bulk Packaging N/A $0.15
Boxes/Box Sleeves N/A To be priced based
on specifications
Order processing (Advantis orders - 48,500 $3.25
receipt and confirmation)
Same Day Shipment $1.00
(All orders shipped after 2:00 p.m.;
monthend/quarter ends would start
at 6:00 p.m.)
COD Order Processing Fee $2.25
Export Order per Shipment $4.25
Warehousing for pubs, kits, 7.70/pallet/component
SPSS cartons, individual except for disks,
SPSS components by location tapes, copydocs,
cartons, and packing
materials
Photocopying per Impression 100,000 $0.05
Project Management (billed monthly) $70,000
Non-standard Carrier Fee
per Shipment N/A $7.00
Palletizing Charge:
Includes pallet, braces, $9.96
stretchwrap, top and bottom sheet.
<PAGE>
Statement of Work
Prepared For:
SPSS Inc.
Date:
Describing Work to be Performed by
Banta Global Turnkey
at One of its Ireland Facilities
The data in the Agreement shall not be disclosed outside the Customer and shall
not be duplicated, used, or disclosed in whole or in part for any purpose other
than to evaluate the Agreement, provided that if this Statement of Work is
executed by each party's Authorized Representative, the Customer shall have the
right to duplicate, use, or disclose the data to the extent provided by this
Agreement. This restriction does not limit the right of the Customer to use
information contained in the data if it is obtained from another source without
restriction.
<PAGE>
1. DESCRIPTION. This Statement of Work and any other attachments and/or
appendices defines the scope of work to be accomplished by Banta Global Turnkey
("we" or "us") at one of our facilities in Ireland ("BGT-Ireland") under the
terms and conditions of the Software Distribution Agreement dated as of
___________________, 1997 ("Agreement") between us and SPSS Inc. ("you"). If
accepted by you, this Statement of Work will be incorporated by reference into
the Agreement. A separate Statement of Work with appropriate attachments and/or
appendices (the "BGT-Plover SOW") defines the scope of work to be accomplished
by us at our Plover, Wisconsin facility ("BGT-Plover") under the terms and
conditions of the Agreement.
All capitalized terms not defined in this Statement of Work shall have the
meanings given to them in the Agreement.
The following are incorporated in and made part of this Statement of Work:
Appendix A - Publication Specifications
Appendix B - Price List
2. PROJECT SUMMARY. Your requirements are for the manufacture of the
Programs and the Publications listed on the purchase orders you issue to us from
time to time pursuant to Section 3 of the Agreement and the distribution of the
same in the United States and worldwide locations.
Except as stated below, Products, Publications and other materials to
be distributed outside the Western Hemisphere (as hereinafter defined) will
be manufactured in and distributed from BGT-Ireland. BGT-Ireland will
manufacture those Publications and other materials not shipped from
BGT-Plover, replicate the Programs on the specified Media, kit with
associated Publications and marketing materials, and distribute to those
recipients you designate that are located outside the Western Hemisphere.
Except as stated below, Products, Publications and other materials to
be distributed in the United States, Canada, South America and Latin
America (the "Western Hemisphere") will be manufactured in and distributed
from BGT-Plover under the BGT-Plover SOW. However, we may (a) manufacture
some Publications and other materials at BGT-Plover and bulk ship to
BGT-Ireland, and/or (b) manufacture some Publications and other materials
at BGT-Ireland and bulk ship to BGT-Plover. We and you will jointly
evaluate which higher volume Publications will be manufactured
internationally.
3. WORK SCOPE - NEW PRODUCT INTRODUCTION.
1. Verification Process - Distribution Outside the Western
Hemisphere. For Products, Publications and other materials which are
to be distributed outside the Western Hemisphere, you will
electronically transmit master Program images to Banta Global
Turnkey-Ireland. BGT-Ireland will transmit checksums to you the next
day for approval. When you verify that the checksums do match, you
will notify our Project Manager and BGT-Ireland can begin production
of the Products.
BGT-Plover will provide Program reproduction on open reel tape
and tape cartridge Media for BGT-Ireland through Duplication
Technology, a subcontractor. For these Media, you have decided to take
the risk and not have us perform verification. Verification turnaround
time would be as mutually agreed if a verification process for tapes
and cartridges is required in the future.
You will provide typed printed label specifications to us for
Media label verification.
2. General Availability. Except as stated below, BGT-Ireland
will support general availability of each Product two (2) business days
after receipt of the last deliverable required for that Product.
Deliverables are: specifications and content for Publications;
documents; dongles; completion of the verification process described
above (including Media/barcode label verification); serial number
ranges; and bills of materials. The day on which the last of the
deliverables is received counts as day 0 due to auditing, receiving and
assembly functions. For example, if the last deliverable is received on
Monday, general availability would be the following Thursday (after two
(2) business days). This time frame can be negotiated between you and
us according to the volumes needed to support general availability.
<PAGE>
The initial volume for general availability will be
negotiated between our respective Project Managers, but will not
exceed the quantities set forth in Section 4.(a)(2) below.
Initial volume projections on new Products or upgrade releases
will be provided by you 21 business days prior to first shipment.
Significant increase in volumes within 10 business days prior to
first shipment can impact our ability to meet initial shipment
volumes. If you cannot provide volumes, we will project those
volumes and notify you for build approval. Except as stated
below, weekend and holiday work to accommodate volume
requirements will be charged to you at a price negotiated between
our respective Project Managers. However, any Saturday worked at
month end or quarter end which is neither a holiday nor the day
following a holiday will be charged at the normal rates stated in
Appendix B.
Product tables are to be supplied to us electronically
(i.e., via E-Mail) as new products are made available to us. We
will install the product tables within 3 business days of
receipt.
3. Diskette Specifications. We will manufacture your Programs on
black high density (HD) and low density (LD) 3.5" diskettes. The
supported formats are DOS, Windows, OS/2, MacIntosh, UNIX and main
frame. External serial numbers are required on some of the diskette
labels. We will provide all serial number ranges. Internal
serialization and encryption is not required. All disks are to be in
write enabled mode.
The diskette specifications are:
- 100% media certified
- missing bit clip level = 60%
- extra bit clip level = 20%
- receiving and inspection testing to an Acceptable
Quality Level (AQL) less than 0.65%
1. Media Label Specifications. Diskette labels will be 1
color, Rimage printed labels. We will use your supplied
specifications for font style and color. One diskette label per
diskette assembly may be serialized. Diskette label text may
include the production date, e.g. 04JAN94; the diskette
identifier, e.g., B1; the product version number, e.g., V6.0; the
diskette name, e.g., Windows Base System; and the diskette
assembly number, e.g., SP8048001. All text and any logo will be
printed at time of replication. Generic white stock will be used.
Copyright information is also included. Restricted rights text is
not required.
Open reel tape and tape cartridge labels will be 1
color, Zebra 300 dot per inch (dpi) labels. Open reel tape and
tape cartridge labels will not be serialized. Internal
serialization and encryption is not required.
4. Tape Specifications. We will replicate your mainframe
Programs on one or more of the following, as directed by you:
- 9-track tape will be stocked at 1600 BPI; 6250 BPI will be
available only on special request in order to minimize
inventory.
- 1/4" cartridge
- TK50 cartridge
- 1/4" HP IOTAMAT
- 8MM cartridge
- 4MM cartridge
5. Label Artwork and Publications Postscript Input Specifications. You
will provide CRC or PostScript files as input for label artwork and
Publications to be manufactured by us. When label or text artwork is
submitted in electronic format, a hardcopy (draft) with "instructions" and
color break (where applicable) must also be provided. "Instructions"
include:
- Copy alignment
- Pagination
- Information relative to bleeds, screens, position
of half-tones, etc.
We will manufacture your Publications per the specifications
outlined in Appendix A or, if applicable, our quote. You will be
provided with proofs for review
<PAGE>
and signoff. Turn around time for Publications is approximately 3
weeks from receipt of the required CRC or PostScript files and
instructions, unless negotiated on an individual basis by our
respective Project Managers. Any overtime charges due to shortened
lead times will be cleared through you in advance. All Publications
prices are based on your having furnished PostScript files.
Bulk shipments of Publications to destinations outside the
United States will be fulfilled based upon the availability of
Publication inventory or the turn around time to obtain additional
Publication inventory.
6. Pricing. Appendix B contains a price list for the services to
be performed under this Statement of Work. Prices may be modified as
provided in the Agreement.
7. WORK SCOPE - PRODUCTION
8. Order Processing - Distribution Outside the
Western Hemisphere.
1. For Products, Publications and other materials which
are to be distributed outside the Western Hemisphere, all
orders will be sent to BGT-Ireland and confirmed by via
Electronic Data Interchange ("EDI") utilizing the EDIFACT
standard.
2. You shall use the ORDERS Purchase Order transaction
set to place an order. Each ORDERS transaction set shall
contain the information specified in Section 4.(c) below. We
will check each ORDERS transaction set received to determine
whether it duplicates a previously received transaction set.
3. We shall generate a electronic response to indicate
receipt of your order. That response is not "contents
sensitive"; it simply acknowledges that an ORDERS
transaction set was received by us.
4. We shall use the INVOIC Invoice Message transaction
set to confirm shipment and to invoice you.
5. You estimate order activity at up to 200 orders per
business day increasing to as many as 500 orders per day
during the last week of the month. Note: an average end user
order will consist of three (3) kits. Rush orders have
priority over non-rush orders. Non-rush orders have priority
over bulk and mass update orders.
6. Normal hours of order receipt by BGT- Ireland will
be Monday through Friday, 8:00 A.M. to 5:00 P.M. Greenwich
Mean Time with the exception of the holidays noted in
Section 4.(b)(4). During month end and new product releases,
the parties will negotiate additional hours for order
receipt if needed. We will provide customer order inquiry to
you through 5:00 P.M. Greenwich Mean Time.
7. Orders received at BGT-Ireland by 12:00 noon
Greenwich Mean Time will be processed and delivered to the
appropriate carrier that same day, so long as the orders are
received in a continual flow not to exceed the daily volumes
noted below. Orders received after 12:00 noon Greenwich Mean
Time will be processed the next day. Those orders not making
the carrier pickup cut-off will ship the next business day.
During "Exception Periods", i.e., end of the month, end
of a quarter, end of the year, etc., product orders will be
received by BGT- Ireland from 8:00 A.M. until 7:00
P.M.Greenwich Mean Time. During each Exception Period, you
will make available to us by telephone from 8:00 A.M. until
8:30 P.M. Greenwich Mean Time each day those personnel
necessary to enable us to clarify any questions that may
arise concerning orders received. During each Exception
Period, orders received at BGT-Ireland by 1:00 P.M.
Greenwich Mean Time will be processed and delivered to the
appropriate carrier that same day, so long as (A) the orders
are received in a continual flow not to exceed the daily
volumes noted below, and (B) you have fulfilled all of your
responsibilities with respect to such orders under Section
10 below as necessary to enable us to fill those orders.
Orders received after 1:00 P.M. Greenwich Mean Time will be
processed the next day. Those orders not making the carrier
pickup cut-off will ship the next business day. Processing
turnaround in excess of the month end commitment of 500
orders or 1,500 kits per day will be negotiated between our
respective Project Managers. You will provide us with
forecasted volumes 15 days prior to month end. If we make
the projection, you will be notified of build levels and
asked for concurrence.
<PAGE>
Except as stated below, weekend and holiday work to meet
above average month end volumes will be charged to you at a
price negotiated between our respective Project Managers.
However, any Saturday worked at month end or quarter end
which is neither a holiday nor the day following a holiday
will be charged at the normal rates stated in Appendix B.
9. Order Processing - General.
1. Each party will be responsible for maintaining the
appropriate access to its EDI supplier to permit EDI
transactions and any costs associate with such access. You
will be responsible for any costs incurred (developmental
costs, software costs) in establishing the requisite EDI
interfaces with BGT-Ireland (e.g., date mapping and
transaction generation). You will provide the requisite
computer hardware and software to support the order entry
program to transmit orders to us.
2. Bulk and mass update orders will have specific
delivery dates assigned to them and not be subject to the
earlier noted order receipt and shop commitment. We will
fulfill mass update orders as follows:
less than 100 orders or less than 300 kits: within 5 business days
100 - 2,000 orders or 300 - 6,000 kits: within 15 business days
2,000 - 3,000 orders or 6,000 - 9,000kits: within 20 business days
3. You will denote a requested ship date in the
comments field for each bulk order that gives us approximately
5 business days to ship. Commit ship dates for bulk orders
will be negotiated between our respective Project Managers
based on size and requested ship date. We will use our best
efforts to meet that requested ship date. Weekend or overtime
work will be at a premium charge to you as stated in Appendix
B. You will designate either air or boat as the carrier for
each order.
4. You will be closed during your scheduled holidays
and will not be sending orders to us. BGT-Ireland facilities
will be closed during their respective scheduled holidays and
will not be receiving or filling orders on those days.
BGT-Ireland's scheduled holidays for calendar years 1996 and
1997 are set forth in Appendix C.
BGT-Ireland will advise you of its scheduled holidays during
each year after 1997 that the Agreement remains in force.
5. You will provide a master product item table which
will contain your part number for each Product, Publication or
other material we will be manufacturing and distributing; a
description of each of the foregoing; bill of material
explosion detail for each of the foregoing; and applicable
customs values. This table will be used to generate the
packing slip that is included with the product shipment. The
master product table will be transmitted electronically (i.e.,
via E-Mail) daily. The master tables for international
shipments will include sufficient customs value detail by
commodities listed below:
- Explicit product descriptions
- Declared customs value for media
- Declared customs value for Publications
- Declared customs value for dongles
- Harmonization codes (harmonization codes
are used in harmonization Tariff Schedules which are
also used for the classification of merchandise for
rate of duty and statistical purposes).
6. The packing slip shipped with each order will show
the ship detail for the entire shipment rather than the
content of a particular carton.
<PAGE>
7. Some documents will be printed on forms provided
by you. These include encryption letters and various informal
documents.
8. Encrypted information (key, expiration date,
system platform) will be included in the applicable ORDERS
Purchase Order transaction set. The encryption letter will be
placed inside the order.
10. Purchase Order Transaction Set. Each ORDERS Purchase Order
transaction set you build will include traditional order information such
as:
- Purchase order number
- Customer ID
- Ship to address
- Bill to address
- Carrier details - carrier, service level, COD
- Date of origin
- Purchase order reference
- Ship instructions
- Line item detail (product description, your part
number and order quantity)
- Originator ID
- "Rush order flag" for shipping
- "Bulk order flag" for shipping
- International order flag
You will also provide details with regard to the following items:
- OEM customer ID - uniquely identifies you to us
- Encryption flag and details - encryption key,
expiration date, system platform
11. Weekly and Monthly Inventory. We will provide you with a weekly
inventory report which will contain such information, and be in such
format, as may be mutually agreed. This inventory report will be sent
electronically (i.e., via E-Mail). Additional information on the weekly
inventory report will be at a charge to you that will be negotiated between
our respective Project Managers.
We will also provide you with a monthly usage inventory report
for each calendar month which will contain such information, and be in
such format, as may be mutually agreed. This inventory report will be
sent electronically (i.e., via E-Mail). Additional information on the
weekly inventory report will be at a charge to you that will be
negotiated between our respective Project Managers.
12. Other Reports. In addition to the reports described in Section
4.(d) above, we will continue to provide to you the following reports, in
the format currently in use for each such report and containing the
information currently provided in each such report, at no charge to you:
- Value Added Report
- Invoice Report
Any additional reports requested will incur programming charges at our
standard hourly rates then in effect, as will any changes to the format
or content of the current reports.
13. Encryption Letters. Several of your Products require encryption
letters, and certain future Products (such as all Windows-based Products
commencing with Version 7.5) will as well. The encryption letter is built
from the detail provided in the applicable ORDERS Purchase Order
transaction set. The encryption letter is to the end user to instruct them
as to the encryption key, the expiration date and the system platform. We
will print these letters on letterhead supplied by you.
14. Master Images Older Than 4 Months That Have Not Been Ordered. We
will archive master Program images older than 4 months that have not been
ordered. Should there be an order for a Program image that has been
archived, the Program image will be reloaded. The minimum turnaround time
for us to fulfill these orders will be 2 business days longer than the
turnaround time for a standard order.
15. Obsolete Parts List. You will supply us with obsoleted parts lists
to help manage product tables and inventory.
<PAGE>
4. PRODUCT PART NUMBER AND BARCODE LABELS. We have your approval to place a
barcode label and your part number on each component of your Products, Optional
Publications or other materials.
5. PROJECT MANAGEMENT. Our respective Project Managers will conduct
conference calls at least weekly to discuss new product releases, forecasts,
sales promotions, end of month projections, inventory, bulk orders, mass updates
orders, etc.
6. COPYING DOCUMENTS. We will copy documents at the price set out in
Appendix B.
7. TEAR DOWNS. If at any time you require us to disassemble existing kits
for any reason other than to correct an error that was caused entirely by our
acts or omissions, we will charge you for doing so at our then current rate for
time and materials.
8. OUR ADDITIONAL RESPONSIBILITIES. The following responsibilities are in
addition to those specified in the Agreement:
1. We will ensure that all packaging will be done in a way that does
not identify us as the packager or shipper. Packaging includes product and
shipping materials.
2. When notified within 45 days of order shipment, we will replace
orders free of charge for the following reasons:
- defective media or Publications produced by BGT-Ireland,
when the defect was created by us
- orders lost in transit, excluding boat shipments
- orders we fill incorrectly
3. We will file a claim on your behalf with the appropriate common
carrier for any damaged order.
4. C.O.D. checks will be sent to your lockbox in Chicago.
9. YOUR ADDITIONAL RESPONSIBILITIES. The following responsibilities are in
addition to those specified in the Agreement and are to be provided at no charge
to us:
1. You will provide all necessary, mutually agreed upon Product
components, including computer programming code in machine readable format
for the Programs and the Publications.
2. You will have phone support available to assist with problems
preventing manufacture or distribution of Products, Optional Publications
or other materials.
3. You will be responsible for authorizing and sending replenishment
orders.
4. You will immediately notify us of any condition that might affect
manufacture or shipment of Products, Optional Publications or other
materials. You will provide any corrections that will allow manufacture or
shipments to continue.
10. PAYMENT AND BILLING. The prices associated with this Statement of Work
are based on volumes, specifications, and samples of the Products, Optional
Publications or other materials which you have provided. Therefore, the prices
will change if any of these factors change.
If you supply erroneous information for an order and we are required
to remanufacture Products, Optional Publications or other materials, or
send a replacement shipment, we will bill you for the additional
manufacturing, assembly, distribution and freight charges.
Production run charges, i.e., charges for manufacture of Programs,
Publications and labels, and charges for packaging and freight, will be
billed as they are incurred. All other charges will be billed monthly and
are due and payable at terms of Net 45 days. Past-due invoices are subject
to a service charge, calculated on the outstanding balance, at the lesser
of (a) the rate of 2% per month or (b) the highest legal rate authorized by
applicable law.
Notwithstanding the payment terms stated above, if you at any time
exceed the credit we establish for you from time to time, we may demand
payment in full of all amounts in excess of the then current credit limit,
or require other payment arrangements satisfactory to us, and we may cease
all work then in process without liability to you until such payment is
received.
IN WITNESS WHEREOF, the parties hereto have caused this Statement of
Work to be executed by their respective Authorized Representatives.
Banta Global Turnkey SPSS Inc.
<PAGE>
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
By: By: /s/ Edward Hamburg
Name (type or print): Name (type or print): Edward Hamburg
Title:
Title:Executive VP & CFO
Date:
Date: 29 January 1997
BGT-Ireland address:
SPSS address:
Banta Global Turnkey
Hollyhill Industrial Estate 444 North Michigan Avenue
Hollyhill, Cork Chicago, IL 60611
Republic of Ireland Phone: (312) 329-2400
Telephone: 011-353-21-397515 Fax: (312) 329-3560
Fax: 011-353-21-397459
<PAGE>
Appendix A: Publication Specifications
Publication Specifications
The following variations in quantity will be applied to the base order quantity
to define over/under shipments. These quantity variations will be
charged/deducted at the per unit price:
Publication Quantity Variations
Quantity Ordered Quantity Variation
Up to 5,000 5%
5,001 to 10,000 4%
10,001 to 25,000 3%
25,001 to 50,000 2%
CRC or PostScript files will be forwarded to:
Banta Global Turnkey
Banta Global Turnkey
Hollyhill Industrial Estate
Hollyhill, Cork
Republic of Ireland
Attention: Deirdre Rennie
The price to convert the PostScript files to negatives is listed in Appendix B.
Base Publication Specifications
Page Sizes 7-3/8" x 9"
Binding (less than 104 pgs.) Saddle stitch
Binding (104 pgs or more) Perfect bound
Text Stock 50# IBM stock
Cover Stock 80# Vintage Velvet stock
Cover Prints Black plus one PMS, full coverage,with bleeds
Cover Lamination Film, one side
Drilling None
CRC SPSS provides PostScript on diskette
including all unique customer
fonts
Proof Blueline text, colorkey covers
Final Packaging Bulk in cartons
Pallet Size 40" x 80" or as required
<PAGE>
SPSS PRICE MATRIX FOR TURNKEY SERVICES BG TURNKEY
Appendix B
1-Jan-97
SERVICE IR 1.6 USD
Media:
3.5 HD with label 0.8 1.28
Order Processing 2.63 4.21
Assembly
Windows 2.5 4
Mac 2.1 3.36
PC 1.66 2.66
Mainframe 1.08 1.73
Same day ship 0.7 1.12
Warehousing
per pub/month 0.02 0.032
per box/month 0.01 0.016
Photocopying 0.04 0.066
Project Management 3500.00/mo 5600.00/mo
<PAGE>
Appendix C: BGT - Ireland Holidays
1997 Holidays*
Holiday Date Holiday Date
New Years Day January 1 August Holiday August 4
St. Patrick's Day March 17 October Holiday October 27
Easter Monday April 14 Christmas December 25
May Day May 5 St. Stephen's Day December 26
June Holiday June 2
*NOTE: If a holiday date falls on a Saturday or a Sunday, the
Monday immediately following becomes the designated
holiday.
STATEMENT OF WORK
<PAGE>
Appendix B: Price List
Assumptions:
Prices for the work described in this Statement of Work are contained in the
following pages. Volumes listed are an estimate for a full year period, based on
actual shipping volumes. Any changes to the specifications in this Statement of
Work required by SPSS, or any change to the other assumptions underlying this
price list, will cause this price list to be revised.
Conversion of PostScript Files to Negatives:
Publications prices shown in the attached pricing grids do not include the price
of converting PostScript files to negative.
Conversion of PostScript files to negative is $3.15/text page.
Author's alterations at blue print state: $10.40/page.
Shipping:
SPSS will pay for insurance on all shipments from the United States to foreign
destinations.