ETHICSLAW Contracts and Agreement

MANUEL S.
ENVERGA UNIVERSITY FOUNDATION
COLLEGE OF ENGINEERING
CONTRACTS AND MEMORANDUM OF AGREEMENT
OF PROJECTS AND OTHER WORKS
SUBMITTED BY:
SANGALANG, MARK LLOYD E.
BSECE–V
SUBMITTED TO:
DR. GUILLERMO M. RAGO JR.
MAY 6, 2019
A. TELECOMMUNICATIONS
MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding, dated as of May 23, 2003 ("MOU"), between Fairpoint
Broadband, Inc. ("Fairpoint") and Artera Group, Inc. ("Artera"). Fairpoint and Artera are parties
to an Exclusive Marketing License Agreement, dated as of October 11, 2002 (the "License
Agreement"), under which Artera granted to Fairpoint the right to market Artera's "Artera Turbo"
service (the "Service") under terms and conditions set forth in the License Agreement. The
parties intend to amend, amend and restate or enter into a new agreement to supersede, the License
Agreement (as applicable, the "New Agreement") to alter a number of the terms and conditions of
Fairpoint's marketing of the Service. The New Agreement will be made effective as of the date
hereof. Pending execution of the New Agreement, however, the parties wish to record their
mutual agreement regarding the royalties Fairpoint will be obligated to pay to Artera under the
New Agreement and for the portion of May prior to the date of the New Agreement, with respect
each residential Service subscription and each individual user within a business or governmental
Service subscription (each such residential or individual user, an "End User") covered by the New
Agreement. Such royalty shall be effective as of May 1, 2003, shall be payable for each calendar
month of the applicable Service subscription and shall be calculated on an End User basis, as
follows:
 $1.50 for each End User as to which Fairpoint or its reseller (i) provides and operates the
data center, (ii) performs billing and collections and (iii) provides Level I Support (as
defined in the License Agreement);

 An additional $.60 if, as to such End User, Artera or its designee provides and operates the
data center;
 An additional $.60 if, as to such End User, Artera or its designee performs billing and
collections; and
 An additional $.80 if, as to such End User, Artera or its designee provides Level I Support.
FAIRPOINT BROADBAND, INC. ARTERA GROUP, INC.
By: /s/ Peter G. Nixon By: /s/ Michael J. Parrella
-------------------------------- -------------------------------
Name: Peter G. Nixon Name: Michael J. Parrella
Title: Chief Operating Officer Title: Chairman & President
(Memorandum of Understanding - Fairpoint Broadband Inc. and Artera Group Inc.)
http://contracts.onecle.com/nct/fairpoint.mou.2003.05.23.shtml
B. POWER ELECTRONICS
CONFIDENTIAL TREATMENT REQUESTED
REDACTED
DEVELOPMENT AND SUPPLY AGREEMENT
BY AND BETWEEN
JETFAX, INC.
AND
SAMSUNG ELECTRONICS CORPORATION
JUNE 30, 1995
CONFIDENTIAL
DEVELOPMENT AND SUPPLY AGREEMENT
THIS DEVELOPMENT AND SUPPLY AGREEMENT (the "Agreement") is entered into and is
effective as of June 30, 1995 (the "Effective Date"), by and between JetFax, Inc., a corporation
duly organized and existing under the laws of Delaware, U.S.A. with its principal place of
business at 1376 Willow Road, Menlo Park, California 94025 ("JetFax"), and Samsung
Electronics Corporation, a corporation duly organized and existing under the laws of the
Republic of Korea, having its principal place of business at 20th Floor, Severance Building, 84-
11, 5-Ka, Namdaemoon-Ro, Chung-Ku, Seoul, Korea ("Samsung").
A. Samsung is in the business of manufacturing and selling a variety of electronic products
including facsimile machines;

B. Samsung is currently developing a new product (the "Product" as hereinafter defined) which
will require certain controller electronics and associated software;
C. JetFax is willing, subject to the terms and conditions set forth in this Agreement, to develop
the controller electronics and associated software to be incorporated as part of the Product,
supply the custom computer chips required by JetFax's design and license to Samsung the
intellectual property on the terms and conditions herein; and
D. Samsung desires to have JetFax design and develop the necessary electronics and software,
procure from JetFax the custom computer chips required by JetFax's design and to acquire a
license to make, use and sell such electronics, software and computer chips on the terms and
conditions herein-,
IN CONSIDERATION of the foregoing and the mutual promises and covenants contained in this
Agreement, the parties hereto agree as follows:
1. DEFINITIONS
1.1 "Acceptance Date" shall mean the date of acceptance of a "JetFax Deliverable" or
"Samsung Deliverable," as hereinafter defined, pursuant to Section 4.2(c) hereof.
1.2 "Affiliate" shall mean all entities and persons controlled by, controlling or under
common control with a party.
1.3 "ASIC Set" shall mean a single set of Application Specific Integrated Circuit chips
developed by JetFax for use in a single Product.
1.4 "Bill of Materials and Source List" shall mean the identification by manufacturer and
model of certain components and the source from which such components may be
obtained. A preliminary Bill of Materials is attached hereto as Exhibit F.

1.5 "Deliverable" shall mean a JetFax Deliverable or Samsung Deliverable.
1.6 "Electronic" shall mean those controller electronics and "Software," as hereinafter
defined, to be developed by JetFax and incorporated as part of the Product.
1.7 "Errors" shall mean: (i) reproducible defects in any Deliverable which causes it not
to function in conformance with the Specifications, and (ii) Software miscoding which
results in the Software failing to function in conformance with the Specifications, if such
failure is reproducible.
1.8 "Hardware Designs" shall mean those designs for circuit boards, including
information for in-circuit testers, to be developed by JetFax in accordance with the
Specifications.
1.9 "JetFax Deliverables" shall mean, collectively or individually, JetFax developed
Electronics, Software, Hardware Designs and the Bill of Materials and Source List. A
more detailed description of the JetFax Deliverables is set forth in Exhibit A to this
Agreement.
1.10 "Product" shall mean the new Samsung combined laser printer, telecopier, scanner
and copier with features and "Specifications," as hereinafter defined, as provided in
Exhibit B.
1.11 "Project Schedule" shall mean the schedule of events for the parties' performance
under this Agreement, as set forth in Exhibit C.
1.12 "Services" shall mean the work and labor necessary for the performance of the
respective obligations of the parties.

1.13 "Software" shall mean software object code designed in accordance with the
Specifications.
1.14 "Specifications" shall mean the engineering, operational and/or functional
descriptions, details and requirements for the Product and the Software and the Hardware
Designs, as set forth in Exhibit B and mutually agreed to between the parties as the same
may be modified as provided herein.
1.15 "Samsung Deliverables" shall mean the sample Product units (minus motherboard),
list of connectors and connector pinouts, mechanical drawings and power supply
specifications as more fully set forth in Exhibit D.
2. SCOPE OF WORK
2.1 Services. Upon the terms and conditions set forth in this Agreement, JetFax and Samsung
agree to perform the Services required to provide their respective Deliverables in accordance
with the terms and conditions herein. Each party will be responsible for obtaining all the
technology, labor, material, tooling and facilities necessary for the completion of its portion of
the Services, except as otherwise set forth in this Agreement.
2.2 Progress Reports. Each party hereto shall provide the other party with progress reports, as
reasonably requested by the other party, starting after the Effective Date and ending on the final
Acceptance Date. Each report shall be in such form and contain such information as may be
mutually agreed upon by the parties, including but not limited to, progress to current scheduled
milestones, description of any problems in meeting milestones, and if any problems are
encountered, proposed recovery methods.
2.3 Agency Approvals.
(a) The parties agree that JetFax shall make all engineering changes with respect to the
Electronics necessary for obtaining any required governmental orprivate agency approvals or
certifications for the Product in the countries fisted in Exhibit E. All costs of certification (except
fees for FCC and IC telecom approvals in the U.S. and Canada which shall be paid by JetFax),
including, but not limited to, testing fees, filing fees and rework charges required in connection
with applying for such approvals in such countries shall be paid by Samsung. Alternatively, at
Samsung's written election, JetFax shall make such engineering changes and complete all
necessary filings and certifications for Samsung at a price of [*] per country, based on Samsung's
making such election for a minimum of three (3) countries. Such payment shall be made at the
time of Samsung's election to have JetFax provide such services.
(b) The parties agree that Samsung has the responsibility for and shall bear the expense of
obtaining any necessary Republic of Korea government (the "Korean Government") or private
agency approvals or certifications which are required in connection with this Agreement.
Samsung shall make no commitment to the Korean Government or any agency thereof regarding
this Agreement without the express written consent of JetFax. If any approval or certification is
conditioned upon changes in the terms and conditions of this Agreement, such changes shall be
effective only if a formal amendment is executed by both parties. Samsung shall advise Jetfax
immediately of the receipt of such approvals and certifications and shall provide JetFax a copy of
the documents received by Samsung related to such approvals and certifications.
3. DESIGN REVIEW AND SPECIFICATION CHANGES
3.1 Design Review. The parties agree to promptly confer at the request of either party with
respect to any material issues a party may have with the performance of the other party of its
obligations under this Agreement and to review design and engineering issues. JetFax shall pay
all travel related costs for up to four (4) trips to Samsung's laboratory for two (2) of its
employees in providing the Services required hereunder up until the final Acceptance Date.
Airfare, transportation, housing and meal expenses associated with any trips by JetFax
employees in excess of the foregoing shall be paid for by Samsung.
3.2 Changes to the Specifications. JetFax shall make reasonable efforts to ensure that the
Hardware Designs are cost-effective. Each party is entitled to request modifications in the form
of changes or additions to the Specifications at any time during the term of this Agreement.
Such requests shall be submitted in writing, and shall not be deemed or considered binding
unless accepted by the other party in writing. If any such modification of the Specifications is
agreed upon, the parties will negotiate an equitable adjustment to the Agreement, including the
apportionment of any additional development, testing or tooling costs. Upon mutual agreement
to any change to the Specifications, both parties will proceed with the implementation of the
prescribed changes, and the Specifications and other Exhibits to this Agreement shall be
modified accordingly to reflect such agreed upon changes.
3.3 Modification to Specifications Upon Acceptance. Jetfax and Samsung agree that upon
acceptance of each Deliverable pursuant to Section 4.2, the Specifications shall be modified as
necessary to conform to the Deliverables, as accepted, except as to material deviations from the
Specifications noted in a writing signed by both parties. The party responsible for such
Deliverable shall perform further work to correct such deviations. After acceptance of each
Deliverable pursuant to Section 4.2, the term "Specifications" as used herein shall refer in all
cases to the Specifications as so modified.
4. DELIVERABLES AND DELIVERY; ACCEPTANCE, AND REJECTION
4.1 Deliverables. Samsung and JetFax agree to use reasonable efforts to perform their
respective obligations hereunder and deliver their respective Deliverables, which conform to the
Specifications, in accordance with the Project Schedule. Each party's obligation shall be
contingent upon the other
party successfully providing any prerequisite Deliverable (as specified in the Project Schedule)
in a timely fashion. AU Deliverables shall be delivered by the times set forth in the Project
Schedule, The parties shall use such Deliverables for testing and acceptance and marketing
purposes only and shall not sell, lease or transfer the same to any third party.
4.2 Acceptance.
(a) Each party will examine and test each Deliverable (and/or part thereof of the other party
upon receipt. Each receiving party shall, as soon as reasonably practicable following the receipt
of same, but in no event later than fifteen (15) business days after receipt, (i) accept the
Deliverable (or part thereof) and so inform the other party in writing or (ii) if the Deliverable (or
part thereof) contains material Errors, reject the Deliverable (or part thereof and provide the
other party with a written statement of such material Errors. The failure of a party to respond
within the specified fifteen (15) day period shall be deemed acceptance of the Deliverable (or
part thereof, but shall not limit the provisions of Section 4.4 hereof. Either party may request a
reasonable extension of time to complete such testing if required under the circumstances, and
both parties shall reasonably consider such requests, provided that no such extension shall be
effective unless in writing and signed by a duly authorized representative of the party granting
such extension.
(b) The developing party will promptly correct the material Errors set forth in the statement of
material Errors with respect to any Deliverable (or part thereof) and redeliver the Deliverable (or
part thereof to the receiving party within such reasonable period of time as may be agreed upon
by JetFax and Samsung. The receiving party shall, as soon as reasonably practicable after such
redelivery, but in no event later than fifteen (15) business days thereafter, accept or reject the
redelivered Deliverable in accordance with the procedure set forth in Section 4.2(a). Such
procedure shall be repeated until the Deliverables are accepted or the receiving party invokes the
provisions of Section 4.2(d) hereof.

4.3 Rejection. If any Deliverable is determined under Section 4.2(d) to not be acceptable, such
feature may be deemed a breach of this Agreement by such delivering party, and the non-
breaching party may elect to terminate this Agreement pursuant to Section 12.2(a) hereof or may
elect to accept further resubmission of the applicable Deliverable.
4.4 JetFax Support. For a period of one (1) year after JetFax's release of the final production
Software, JetFax shall provide Samsung with reasonable engineering support as required to
incorporate the Hardware Designs and Software in the manufacture of the Product. All related
airfare, transportation, housing and meal expenses incurred by JetFax during visits requested by
Samsung shall be paid by Samsung. After the initial one (1) year period, JetFax shall make its
engineering support reasonably available to Samsung at JetFax's customary rates. For two (2)
years after the first date of production of the Product, JetFax shall use reasonable efforts to
correct all material, documented and reproducible Errors in the Software at no additional charge.
Samsung shall provide such assistance as JetFax may reasonably request in making such
corrections. All such corrections to the Software and Hardware Designs shall be
deemed to be included in the licenses granted under Section 5.3 hereof JetFax will have no
obligation under this section with respect to any Error in the Software or Hardware Designs
caused by any person or entity other than JetFax, and JetFax is not obligated to correct any
Errors in the Software unless such Error or defect causes the Software to fail to function in
conformance with the Specifications.

5. SUPPLY AND OWNERSHIP RIGHTS
5.1 ASIC Set Procurement. Samsung shall purchase all the ASIC Sets Samsung or its Affiliates
require from JetFax under the terms and conditions contained herein.
5.2 Material Cost Estimates. If Samsung is unable to procure key semiconductor components of
the Electronics at a price similar to that price at which JetFax is able to obtain such components,
JetFax shall use reasonable efforts to supply such components to Samsung at JetFax's cost plus
handling, shipping, packaging and insurance expenses.
5.3 JetFax Hardware Designs and Software Etc,
(a) Subject to the terms and conditions of this Agreement, JetFax hereby grants to Samsung,
effective only upon receipt of the final payment due under Section 6.1 herein, a nonexclusive,
worldwide license for a period of five (5) years, commencing on such date, to the Hardware
Designs and the Software as required to manufacture, distribute, sell and service the Product;
provided, however, such license shall not include the right to manufacture the ASIC Sets, which
right shall be retained by JetFax. All ownership rights of all intellectual property pertaining to the
Hardware Design and the Software, including documentation, designs, schematics and software
shall remain the sole property of JetFax.
(b) The non-exclusive license granted to Samsung pursuant to Section 5.3(a) of this Agreement
shall include the right to grant sublicenses to Affiliates of Samsung but to no other party.
Samsung shall give JetFax written notice of any such sublicense and provide JetFax with a copy
of the sublicense. Notwithstanding any such sublicense, Samsung shall remain fully liable for
compliance with all of its obligations under this Agreement, including without limitation, the
payment of the amounts due under Section 6.2 of this Agreement.
5.4 Samsung Deliverables. Samsung retains its ownership rights in and to any and all
intellectual property developed by it and contained in the Samsung Deliverables. Subject to the
terms and conditions of this Agreement, Samsung hereby authorizes JetFax to use the Samsung
Deliverables and any other Samsung "Confidential Information," as hereinafter defined,
disclosed to JetFax under this Agreement as necessary or useful to develop the JetFax
Deliverables. During the term of this Agreement, JetFax may reverse engineer, decompile or
disassemble any software provided by Samsung as necessary or useful for the development of
the JetFax Deliverables.
5.5 Third Party Confidential Disclosure Agreements. Prior to disclosing any JetFax
Deliverables to any third party in connection with Samsung's limited "have manufactured"
license pursuant to Section 5.3 (a), Samsung shall procure from such third party a fully executed
confidential disclosure agreement in a form acceptable to JetFax, pursuant to which such party
agrees to not disclose or use such information except pursuant to such license, and naming
JetFax and such third party as parties thereto.
6. PAYMENTS
6.1 Development Fees. In consideration for the Services to be performed by JetFax hereunder,
Samsung agrees to pay to JetFax a nonrefundable development fee of [*] paid in the following
[*] at the times indicated:
6.2 ASIC Price. Samsung shall pay JetFax for each ASIC Set procured from JetFax pursuant to
Section 5.1 an amount (the "ASIC Set Price") equal to the sum of [*] Samsung shall pay the
amount due hereunder to JetFax upon placing an order for the ASIC Sets with JetFax.
Notwithstanding the foregoing, the amount due for the first [*] In determining the total cost of
the components, the costs used shall (i) be from the lowest cost suppliers located by JetFax or
Samsung, (ii) not include shipping, handling, taxes or other similar costs, (iii) not include the
cost of printed circuit boards, (iv) not include the cost of additional or upgraded components
required due to changes in the Specifications or configuration after the Effective Date and (v) not
include any increase in DRAM or SRAM costs occurring after the Effective Date.
6.3 Method of Payment. Payment shall be made by check or by wire transfer to such bank
account or other place as designated in writing by JetFax from time to time. All taxes, duties,
imposts and similar charges which may be assessed or imposed by any governmental authority
upon the sums due to JetFax pursuant to this Agreement shall be borne and discharged by
Samsung except as may otherwise be agreed to in writing by the parties. No part of the charges
borne and discharged by Samsung shall be deducted by Samsung from any payment due to
JetFax under this Agreement.

6.4 Late Fees. Any late payments shall include interest at the lesser of (i) [*] per annum or (ii)
the maximum rate allowed by applicable law. The payment of such late charges shall not
prevent JetFax from exercising any other rights it may have as a consequence of the lateness of
any payment.
7. REPRESENTATIONS AND INDEMNIFICATIONS
7.1 Representations. Each party represents and warrants that:
(a) it has full right and authority to enter into this Agreement, to perform its obligations
hereunder; and
(b) it has full right and authority to grant the rights granted to the other party herein.
7.2 Samsung Indemnity. Subject to the terms hereof, Samsung agrees to indemnify, defend and
hold JetFax harmless from any claim, loss, or damage arising from (a) any patent infringement of
any third party's rights by any part of the Product, including the Hardware Designs and Software
if such items are modified by, or on behalf of, Samsung and (b) any sale, use or other disposition
of the Product by Samsung or its transferees. Such obligation to indemnify shall be subject to
the condition that: (i) JetFax promptly notifies Samsung in writing of any such claim, loss or
damage and permits Samsung, through counsel of choice, to answer the charge of infringement
and defend such claim; (ii) Samsung has sole control of the defense and all related settlement
negotiations; (iii) the claim does not involve a patent that is already licensed by JetFax in its
existing patent license agreements; and (iv) JetFax provides Samsung with the assistance,
information and authority to perform the above. If Samsung agrees to settle the suit, both
Samsung and JetFax agree not to publicize the settlement nor to permit the party claiming
infringement to publicize the settlement.
7.3 JetFax Indemnity. In the countries fisted in Exhibit E, JetFax agrees to indemnify, defend
and hold Samsung harmless from any claims, loss or damage arising from any patent
infringement by JetFax's Hardware Design and Software. Such obligation to indemnify shall be
subject to the condition that: (i) Samsung promptly notifies JetFax in writing of any such claim,
loss or damage and permits JetFax, through counsel of choice, to answer the infringement and
defend such claim; (ii) JetFax has sole control of the defense and all related settlement
negotiations; (iii) the claim does not involve a patent that is already licensed by Samsung in its
existing patent license agreements; and (iv) Samsung provides JetFax with the assistance,
information, and authority to perform the above. If JetFax is liable for such infringement, JetFax
may either modify its design to be non-infringing or obtain a license to continue using JetFax's
design at JetFax's expense. If JetFax is unable to obtain a license under reasonable terms and the
parties are unable to reasonably design around such patent(s), the parties shall negotiate in good
faith a settlement between them to omit the infringing patent from this indemnity provision.
If JetFax agrees to settle the suit, both JetFax and Samsung agree not to publicize the settlement
nor to permit the party claiming infringement to publicize the settlement. Notwithstanding
anything contained herein to the contrary, JetFax's liability under this section of this Agreement
shall be limited to an amount not greater than the sum of [*]
Notwithstanding the foregoing, JetFax shall have no liability hereunder for any claim, loss or
damage based on modifications or other alterations made to the Software or the Hardware
Designs by a party other than JetFax or the combination, operation or use of the Software or the
Hardware Designs with other hardware or software not furnished or developed by JetFax if such
infringement would have been avoided by the use of the Software and the Hardware Designs
without such modification or alteration or without such other hardware or software.
8. CONFIDENTIALITY
Samsung and JetFax acknowledge that in the course of performance hereunder, each party may
disclose to the other Confidential Information. Confidential Information shall include, but not be
limited to, the Hardware Designs, the Software, any other hardware designs or software
provided, source lists, and
other trade secrets or proprietary information. Confidential Information shall be treated as
confidential by the receiving party. The receiving party shall not disclose to others (including to
any Affiliates of the receiving party not bound by like conditions of confidentiality), nor make
any use of the Confidential Information received from the providing party for any purpose other
than as contemplated in this Agreement, without the prior written consent of the providing party.
Each party shall not so disclose or use Confidential Information of the other except to the extent
any of the Confidential Information: (i) was known to the receiving party prior to the disclosure
hereunder; (ii) is or becomes publicly known through no fault or omission attributable to the
receiving party; or (iii) is rightfully given to the receiving party from sources independent of the
providing party, which sources rightfully possess such information.
9. TRADEMARKS AND LOGOS
Samsung agrees to place JetFax's name and copyright notice on all electronic components
designed by JetFax including the firmware, the circuit boards and the ASIC Sets. JetFax shall
also have the right to prominently display its name on all Windows software pieces, including
but not limited to, the printer and scanner drivers and the configuration program. JetFax shall
have the right to revoke Samsung's right to use JetFax's name and any logo or trademark if the
quality of the Products is not reasonably acceptable to JetFax.
10. MARKETING RIGHT
Samsung agrees to manufacture and sell the Products to JetFax on an OEM basis. If Samsung
has not entered into any OEM contract to supply the Products to a third party for sale in the
United States at the time JetFax wishes to first place an order for the Products, JetFax and
Samsung shall negotiate an agreement with mutually agreeable terms for such sales. If at any
time, Samsung enters into an agreement to supply the Products to any third party for sale in the
United States on terms more favorable than those then currently in the agreement between JetFax
and Samsung, Samsung shall offer in writing to sell the Products on the more favorable terms to
JetFax. JetFax's rights under this section shall not prevent Samsung from selling the Product to
other OEMS.
11. TERM
This Agreement will commence on the Effective Date and will continue to be in effect until five
(5) years after the date JetFax releases the final production Software, unless terminated earlier
pursuant to other provisions in this Agreement.
12. TERMINATION
12.1 JetFax Default. If JetFax breaches any of its material obligations hereunder and fails to cure
such breach within sixty (60) days of receiving written notice thereof from Samsung, or if it is
not reasonable to expect such a cure within that period, fails to commence to cure within that
period and to continue to diligently cure the breach, the price to be paid by Samsung per ASIC
Set under Section 6.2 shall be reduced by [*] until such breach is cured.
12.2 Termination for Cause by Either Part . Either party may terminate this Agreement:
(a) upon sixty (60) days written notice to the other party if the other party breaches any of its
material obligations hereunder and fails to cure such breach during the notice period, or if it is
not reasonable to expect such a cure within that period, does not within such time commence to
cure, and continues to diligently cure, the breach; or

(b) upon sixty (60) days written notice to the other party if a petition in bankruptcy or similar
debtor protection law is filed by or against the other party, or if the other party makes an
assignment for the benefit of creditors, or a receiver is appointed, and such events are not
discontinued, vacated or terminated during the notice period.
12.3 Effect of Termination.
(a) Upon termination of this Agreement, the license set forth in Section 5.3 hereof shall
terminate and Samsung shall have no further rights hereunder and JetFax shall have no
obligation to provide any additional ASIC Sets. JetFax shall retain all rights to the Hardware
Designs and the Software.
(b) Upon termination of this Agreement, each party shall return to the other party all
Confidential Information of the other party and shall make no other or further use of such
Confidential Information. Upon termination of this Agreement for any reason other than default
by JetFax, Samsung shall immediately pay to JetFax all amounts due hereunder which have not
yet been paid.
13. JETFAX FAILURE TO PERFORM
-------------------------
Subject to JetFax's rights in Article 12 and subject to Section 17. 1, if JetFax discontinues its
performance hereunder prior to the release of the final production software and fails to make a
good faith effort to complete performance of its obligations hereunder, JetFax shall repay to
Samsung, as liquidated damages, all payments received by JetFax under Section 6. 1.
14. RIGHT TO DEVELOP FOR OTHERS
Nothing in this Agreement will impair JetFax's right to acquire, license, develop, manufacture,
sell or distribute for itself or others similar technology performing the same or similar functions
as the technology contemplated by this Agreement.
15. DISPUTE RESOLUTION
15.1 DisputeResolution. All disputes under this Agreement shall be settled, if possible, through
good faith negotiations between the parties. If such good faith negotiations are unsuccessful,
either party may, after thirty (30) days written notice to the other party, seek arbitration as
hereinafter provided.
15.2 Arbitration. Any dispute under this Agreement shall be settled by arbitration in San
Francisco, California, U.S.A. as follows:

(a) The matter in dispute to be settled by arbitration shall be submitted to a panel of three (3)
arbitrators in accordance with the Rules of Arbitration and Conciliation of the International
Chamber of Commerce C'ICC") then in effect.
(b) Each party shall appoint one arbitrator within fifteen (15) days after giving or receiving the
demand for arbitration. The two arbitrators thus appointed shall, within fifteen (15) days after
both have been appointed, appoint the third arbitrator.
(c) Any appointment required herein not made within the prescribed time shall be made by the
ICC.
(d) The proceedings shall be conducted in English and all arbitrators shall be fluent in English.
(e) The determination of the arbitrators shall be conclusive and binding upon the parties and
judgment may be entered thereon and enforced by any court of competent jurisdiction and each
party hereby irrevocably consents to the jurisdiction of such courts for such purpose.
16. DISCLAIMER OF CONSEQENTIAL DAMAGES AND IMPLIED WARRANTIES
In no event shall either party be liable to the other for any indirect, special, incidental or
consequential damages for breach of or failure to perform under this Agreement, even if that
party has been advised of the possibility of such damages.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7. 1, NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR UALIED, WITH RESPECT TO
ANY DELIVERABLE OR OTHERWISE, INCLUDING WITHOUT LMTATION, THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
TECHNICAL PERFORMANCE, OR COMMERCIAL SUCCESS AND HEREBY
DISCLAIMS ALL SUCH OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT, NEITHER PARTY ASSUMES ANY RESPONSIBILITIES
WHATSOEVER WITH RESPECT TO THE DEVELOPMENT, MANUFACTURE, USE,
SALE, LEASE, OR OTHER DISPOSITION BY THE OTHER PARTY OR ITS VENDEES OF
PRODUCTS INCORPORATING DELIVERABLES LICENSED OR PROVIDED UNDER
THIS AGREEMENT.
17. GENERAL
17.1 Force Majeure. Neither party shall be liable for any failure or delay in its performance
under this Agreement due to causes which are beyond its reasonable control, including, but not
limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes,
riots, wars, sabotage, labor shortages or disputes, and governmental actions; provided that (a) the
delayed party: (i) gives the other party written notice of such cause promptly, and in any event
within fifteen (1 5) days of discovery thereof, and (ii) uses its reasonable efforts to correct such
failure or delay in its performance, and (b) the delayed party's time for performance or cure
under this Agreement shall be extended for a period equal to the duration of the cause or sixty
(60) days, whichever is less.

17.2 Relationship of Parties. Samsung and JetFax are independent contractors. Neither
company nor its respective employees, consultants, contractors or agents are agents, employees
or joint venturers of the other, nor do they have any authority to bind the other by contract or
otherwise to any obligation. They will not represent to the contrary, either expressly, implicitly,
by appearance or otherwise. Each party will determine, in its sole discretion, the manner and
means by which the Services are accomplished, subject to the express condition that each party
will at all times comply with applicable law.
17.3 Personnel. The respective employees, consultants, contractors and agents of each party will
observe the working hours, working rules and holiday schedule of the other while working on the
other's premises. Notwithstanding the foregoing, employees of a party shall be and remain
employees of that party and shall not be deemed or claim to be employees of the other party even
when working on such other party's premises.
17.4 Employment Taxes and Benefits. Each party shall be responsible for any and all
employment taxes and benefits payable to its employees, representatives, contractors,
subcontractors and other engaged by it to perform Services hereunder and in no event shall either
party look to the other for such payments.
17.5 Other Tax Implications. The purpose of development of the Deliverables under this
Agreement is to demonstrate that the Product developed hereunder will conform to the
Specifications. The Deliverables have no intrinsic value as an item. As such, no value added,
sales, or use taxes are anticipated to be required as a result of the Services performed under this
Agreement.
17.6 Export Controls. Samsung acknowledges that it and JetFax are subject to and agrees to
abide by the United States laws and regulations (including the Export Administration Act of
1979 and Arms Export Control Act) controlling the export of technical data, computer software,
laboratory prototypes, biological material and other commodities. The transfer of such items
may require a license from the cognizant agency of the U.S. Government or written assurances
by Samsung that it shall not export such items to certain foreign countries without prior approval
of such agency. JetFax neither represents that a license is or is not required or that, if required, it
shall be issued.
17.7 Assignment. Except as expressly provided herein, neither party may assign or delegate this
Agreement, or any of its respective rights or obligations hereunder without the prior written
consent of the other party hereto; provided, however, that JetFax may, with prior written notice
to Samsung, assign or delegate this Agreement and JetFax's rights and obligations hereunder to
any successor in interest to JetFax in connection with any sale or transfer of all or substantially
all of its assets or upon any merger, consolidation, or dissolution. Either party may, from time to
time and upon prior written notice to the other party, subcontract with one of its subsidiaries for
the performance of certain obligations under this Agreement provided that the party so
subcontracting shall remain liable for performance of its obligations hereunder. Any attempted
assignment in violation of the provisions of this section shall be void and without force or effect.
In the event of a pen-nitted assigm-nent hereunder, this Agreement or the applicable provisions
shall be binding upon the successors, executors, and assigns of the parties hereto.
17.8 Applicable- Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, U.S.A. without giving effect to the principles of conflicts of
law thereunder.
17.9 Severability. If for any reason a court of competent jurisdiction finds any provision of this
Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall he
enforced to the maximum extent pen-nissible so as to effect the intent of the parties, and the
remainder of this Agreement shall continue in full force and effect.
17.10 Notices. All notices required or permitted under this Agreement shall be in writing,
reference this Agreement and be deemed given when: (i) delivered personally; (ii) when sent by
confirmed telex or facsimile; (iii) fifteen (15) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a
commercial overnight carrier, with written verification of receipt. All communications will be
sent to the addresses set forth below. Either party may change its address by giving notice
pursuant to this section.

C. BIOTECH/BIOMEDICAL ELECTRONICS
DISTRIBUTION AGREEMENT
This agreement is made and entered into on Day of Month, Year by and between Seller(the
“Seller”), a company located at Seller' Address and Distributor (the “Distributor”), a company
located at Distributor's Address
WHEREAS:
a) The Seller manufactures certain medical device products (the “Products”) as defined in
Appendix 1: The Product Range; and
b) The Seller wishes to appoint the Distributor as a distributor and as Official Representative for
the promotion and sale of the Products in the territories as defined in Appendix 2: Territories
(the “Territories”); and
c) The Distributor wishes to be appointed as a distributor and as Official Representative for the
promotion and sale of the Products in the Territories on the terms of this agreement.
NOW, THEREFORE
In consideration of the mutual promises and covenants hereinafter set forth, the parties hereto
agree as follows:
1. APPOINTMENT OF DISTRIBUTOR
Subject to all of the terms and conditions of this Agreement, The Seller hereby appoints
The Distributor, and Distributor hereby accepts appointment, as an authorised,
independent distributor of the Products in the Territories.
2. RELATIONSHIP OF THE PARTIES

2.1 The Distributor buys and sells in his own name and for his own account. The
Distributor acts as independent trader as regards both the Seller and the customers.
2.2 The Distributor shall not pledge the Seller’s credit or give any condition or warranty
or make any representation on the Seller’s behalf or commit the Seller to any contracts.
Further, the Distributor shall not, without the Seller’s prior written consent make any
promises or guarantees with reference to the Products beyond those contained in this
contract or otherwise incur any liability on behalf of the Seller.
2.3 The Seller shall provide Instructions For Use, and product labelling in English for
each of the Products. Where local language Instructions For Use and product labelling are
required the Seller shall undertake to provide the appropriate translations. The Seller
must pre-approve any promotional material that is developed by the Distributor and
contains references to the Seller before this material enters the local marketplace.
2.4 The Distributor must at all times seek prior approval from the Seller for all
promotional and press release material prior to that material being circulated in the public
domain. Such approval shall not unreasonably be withheld.
2.5 The Seller shall provide assistance in the form of product support information and
technical documentation to the Distributor in obtaining any regulatory clearances that are
necessary to market and/or sell the Products in the Territories. Such assistance shall be
provided free of charge and the Distributor shall obtain such clearances on its own behalf
and at its own cost.
2.6 The Distributor, as Official Representative, shall undertake to lodge Applications
for an Establishment Licence, a Medical Device License or any Application for a Medical
Device License Amendment with the appropriate authorities. The seller shall furnish the
Distributor with all and any technical information necessary to lodge these applications.
2.7 The Distributor shall keep the required records and report complaints and
investigations for input to the Corrective & Preventive action system. The point of
contact to control the activities of Company regarding Corrective & Preventive action
shall be the Seller’s Quality Manager. Documented procedures for adverse events must
meet the Medical Device requirements for Problem Reporting.
2.8 Distribution records shall be kept by the Distributor for the life-time of the device
or two (2) years from shipping which ever is the greater. The Seller shall have access to
these records as required. These distribution records must be adequate to permit a
complete and rapid withdrawal of devices from the market.
2.9 The Distributor shall provide the Seller with all details requested, including without
limitation, the customer name, address and contact details, including the batch or lot
numbers, including quantities sold to facilitate traceability to the end user.
2.10 The Seller shall provide practical training for the Distributor’s field sales
personnel at the Seller’s UK base. Costs associated with transport and subsistence of said
personnel remain with the Distributor.
2.11 The Distributor shall have the right, upon reasonable notice to the Seller and
during regular business hours, to inspect and audit the facilities being used by the Seller
for production of the Products, to assure compliance by the Seller with applicable rules
and regulations and with other provisions of this Agreement.
2.12 The Seller shall have the right, upon reasonable notice to the Distributor and
during regular business hours, to inspect and audit the facilities being used by the
Distributor for distribution of the Products, to assure compliance by the Distributor with
applicable rules and regulations of the territories and with other provisions of this
Agreement.
3. SUB-REPRESENTATIVES
3.1 The Distributor shall have the right to appoint its current sub-distributors, dealers,
or other representatives to sell the Products in part or whole of the Territories. Subject to
giving notice in writing to the Seller, the Distributor has the right to appoint new sub-
distributors, dealers, or other representatives to sell the Products in part or whole of the
Territories. The Distributor agrees to purchase the Products exclusively from the Seller.
3.2 The Distributor shall use its best endeavours to market and to promote the sale of
the Products within the Territories by advertising, distribution of technical and sales
matters, personal calls upon prospective customers and other activities, all of which shall
be undertaken by the Distributor at his sole cost and expense.
4. SERVICES, ADVERTISING AND EXHIBITIONS
4.1 The Distributor shall provide a sufficient number of suitably trained sales personnel
to ensure proper fulfilment of the Distributor’s obligations under this Agreement.
4.2 The Distributor shall advertise the Products within the Territories at its own cost, in
a manner similar to the services provided by the Distributor for similar products
developed or distributed by the Distributor, with a similar market potential.
4.3 Participation in fairs or exhibitions within the Territories shall be at Distributor’s
expense. In case the fair or the exhibition has the purpose of being international, the
participation shall be the subject of prior consultation between the Parties.
5. TRADEMARK
5.1 The Seller hereby grants to the Distributor the non-exclusive right in the Territories
to use the trademarks Trademarks in the promotion, advertisement and sale of the
Products in accordance with the terms of and for the duration of this Agreement. The
trademarks Trademarks are registered trademarks, owned and used by the Seller. The
Seller makes no representation or warranty as to the validity or enforceability of the
trademark, nor as to whether the same infringe on any intellectual property rights of third
parties in the Territories.
5.2 The Products shall be sold under the Seller’s trademark and on all Products,
containers and advertisements for the Products as may be prescribed by the Seller. All
representations of such trademark which the Distributor intends to use shall first be
submitted to the Seller for approval.
5.3 After termination of this Agreement the Distributor shall immediately cease all use
of Seller’s name or any of Seller’s trademarks in any manner whatsoever.
5.4 The Distributor may not put any trademark of his own on any Products or Product’s
documentation material (including without limitation any inserts), without the Seller’s
permission in writing in advance. Such authorisation shall not be unreasonably withheld
as long as regulatory requirements are met.
5.5 The Distributor shall not, without the prior written consent of the Seller, alter or
make any addition to the labelling or packaging of the Products displaying the
aforementioned Seller’s trademarks, and shall not alter, deface or remove in any manner
any reference to such trademarks, any reference to the Seller or any other name attached
or affixed to the Products or their packaging or labelling.

5.6 Both Seller and the Distributor shall promptly inform each other of any situation,
where it has a reason to believe that trademark rights may be infringed or challenged by
third parties. The Distributor shall not do or omit to do anything in its use of the Seller’s
trademarks that may or would adversely affect their validity.
5.7 The Seller agrees to and at its own expense to take appropriate action (in its sole
discretion) to protect its trademark and other intellectual property rights. The Distributor
agrees at the request and expense of the Seller to provide all reasonable assistance in
connection with any action to be taken by the Seller pursuant to clause 12.2.
6. REPORTS
6.1 The Distributor shall with due diligence keep the Seller informed of market
conditions, state of competition and shall supply a general report as frequently as may be
required, but in no event less than once every quarter.
6.2 The Seller shall report to the Distributor all relevant product documentation and any
changes or improvements in the Products, which the Seller intends to make commercially
available. The Seller shall not implement any such changes or improvements
commercially, if not approved by the appropriate regulatory authorities.
7. DELIVERY PLAN AND ORDER
7.1 During the term of this Agreement, the Seller shall supply the Distributor with
Products as ordered by the Distributor pursuant to this Agreement for distribution in the
Territories. The Products shall conform to the specifications as set forth in Appendix 1
The Product Range to this Agreement and as approved by the regulatory authorities.
7.2 The Distributor shall provide an initial non-binding written twelve (12) month
forecast upon execution of this Agreement and every six (6) months thereafter of the
Distributor’s expected requirements for Products.
7.3 The Distributor shall place a binding order for Products, in the form agreed to by
the parties, on a quarterly basis by written or electronic purchase order (or by any other
means agreed to by the parties) to the Seller, which shall be placed at least sixty (60) days
prior to the desired date or delivery. In no event shall the Distributor be obligated to
purchase Products except by means of the aforementioned binding purchase order.
7.4 The Distributor agrees to purchase each year from the Seller a minimum quantity of
Products in each Territory, which quantity shall be as set forth in Appendix 3: Minimum
Quantity by Period by Territory. The Distributor shall make purchases for the Territories
directly from the Seller from the United Kingdom. The Distributor is obliged to provide a
report to the Seller every calendar Quarter (3 months period) summarising the quantity of
Products sold within the Territories and any other information relating to the performance
of its obligations under this Agreement the Seller may reasonably require from time to
time. Should the Distributor fail, in any Territory, to purchase the minimum quantity as
agreed upon (Appendix 3: Minimum Quantity by Period by Territory) then the Seller has
the right (in its sole discretion), subject to three (3) months notice in writing, to terminate
this Agreement for that Territory.
7.5 The Distributor shall make a pre-payment (the “Pre-payment”) to the Seller
amounting to minimum quantities of Product in each Territory for the first six (6) months
following execution of the Agreement. The Pre-payment will be made to the Seller no
later than one month following execution of the Agreement.

7.6 The Seller shall without delay submit to the Distributor an acknowledgement in
writing of each order placed by the Distributor.
7.7 The Seller shall use all best efforts to deliver the Products ordered in Distributor’s
purchase orders within sixty (60) days after receipt of any such order or such longer
period as may be specified in such order.
7.8 The Seller shall have the right to reject any purchase order on the grounds that the
Distributor has changed to an unreasonable extent its previously estimated requirements
as to quality or quantity of the Products.
7.9 The Products shall be delivered by the Seller to the Distributor Ex Works. For the
avoidance of doubt, the Distributor shall be responsible for obtaining any necessary
import or export licences or permissions in relation to the Products and any and all
customs duties, clearance charges, taxes, brokers’ fees and other amounts which may be
payable in connection with the import, export, purchase and delivery of the Products.
8. PRICES, CURRENCY AND TERMS OF PAYMENT
8.1 The prices charged by the Seller to the Distributor as set forth in Appendix 4: Price
List, or as may subsequently be determined, shall be Ex Works.
8.2 The Distributor shall provide payment to the Seller for each respective order of
Products in full in advance of the agreed shipping date.
8.3 If not otherwise agreed to between the Parties the payment shall be made in the
currency as set forth in Appendix 4: Price List. Payment may be made by international
bank transfer to the account nominated by the Seller from time to time or by cheque made
out to Seller. The Distributor shall not be entitled by reason of any set-off, counter-claim,
abatement or other similar deduction to withhold payment of any amount due to the
Seller.
8.4 The prices for Products shipped during the first year of the term of this Agreement
shall be as set forth in Appendix 4: Price List. The Seller and the Distributor shall meet
and review pricing each year. Any changes to pricing shall take account of changes in
costs of raw material, changes in manufacturing costs, costs related to changes in state
and municipal statutes laws, rules or regulations. Furthermore, changes in the exchange
rates between applicable currencies shall be taken into consideration.
9. PRODUCT LIABILITY
9.1 The Distributor shall maintain product liability insurance with a reputable insurer
for the duration of this Agreement of not less than £5 million for any one occurrence and
not less than £10 million in the aggregate in any one year in respect of any and all
liability (howsoever arising) in respect of a claim that the Products are faulty or defective
(in all Territories) and shall provide a copy of the insurance policy and proof of payment
of the current premium to the Seller on written request.
9.2 The Distributor undertakes to maintain appropriate up-to-date and accurate records
to enable the immediate recall of any batches of the Products or any of them from the
retail or wholesale markets. These records shall include records of deliveries to customers
(including details of batch numbers, delivery date, name and address of customer, and
telephone number and fax or telex number if available). The Distributor shall, at the
Supplier's cost, give such assistance as the Seller may reasonably require for the purpose
of recalling as a matter of urgency any quantities of the Products or any of them from the
retail or wholesale market

10. LIMITATION OF LIABILITY
10.1 The Seller and the Distributor shall in no case have any liability to each other for
loss of use and other special, indirect or consequential losses or damages. However, the
Distributor shall be liable to the Seller for loss of profit.
11. SECRECY
11.1 Each Party agrees and undertakes that during the term of this Agreement and
thereafter it shall keep confidential and shall not use for its own purposes all information
of a confidential nature (including, without limitation, information relating to a Party’s
business, know-how, processes, product information and trade secrets) which may
become known to that Party from the other Party (“Confidential Information”), unless the
information is public knowledge or already known to that Party at the time of disclosure
or subsequently becomes public knowledge other than by breach of this Agreement or
subsequently comes lawfully into the possession of that Party from a third party.
11.2 Either Party’s Confidential Information shall be maintained in strictest confidence
by the other Party and shall be treated as the other Party would treat its own Confidential
Information. It may only be used for the sole purpose of assisting that other Party in
adequately discharging its obligations hereunder. Such Confidential Information shall not
be disclosed to any third party, unless with prior written approval from the other Party or
unless required by local law. This obligation shall survive the termination of this
Agreement for seven (7) years from the end of the contract.
12. INFRINGEMENT
12.1 Both Distributor and Seller shall inform the other party of all acts of unfair
competition, breach of confidence and of all infringements of patent or similar rights or

other intellectual property rights of the Seller or the Distributor, which come to their
notice.
12.2 The Distributor shall, at the request of the Seller, assist the Seller to the best of its
ability to protect the Seller against such acts and infringements. The Seller shall
compensate the Distributor for reasonable external expenses incurred in this regard,
provided that, external expenses over £500.00 must be pre-approved by the Seller.
13. ASSIGNMENT
13.1 This Agreement may not be assigned by either Party without the prior written
consent of the other. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns
14. CHANGES OF AGREEMENT
14.1 Changes or additions to this Agreement shall not be valid unless made in writing and
signed by both parties.
15. INVALID CLAUSES
15.1 In case one or more provisions of this Agreement are invalid, the validity of the
remaining provisions of the Agreement shall not be affected thereby.
16. TERM AND TERMINATION
16.1 This Agreement shall come into effect on the date last signed and shall continue in
force for a period of one (1) year unless otherwise terminated as provided herein.
16.2 Without prejudice to any remedy either Party may have against the other for
breach or non-performance of this Agreement, both Parties shall have the right to
terminate this Agreement with immediate effect by giving the other Party written notice:
(i) if the other Party commits any material breach of any of the terms of this Agreement
and (is such breach is remediable) fails to remedy that breach within 30 days of that Party
being notified of the; or (ii) an order is made or a resolution is passed for the winding up
of the other Party, or an order is made for the appointment of an administrator to manage
the affairs, business and property of the other Party, or such an administrator is
appointed, or documents are filed with the Court for the appointment of an administrator,
or notice of intention to appoint an administrator is given, or a receiver is appointed of
any of the other Party's assets or undertaking, or circumstances arise which entitle the
Court or a creditor to appoint a receiver or manager or which entitle the Court to make a
winding-up order, or the other Party takes or suffers any similar or analogous action in
consequence of debt anywhere in the world, or an arrangement or composition is made
by the other Party with its creditors or an application to a court for protection from its
creditors is made by the other Party.
16.3 If the Distributor has not fulfilled any payment within thirty (30) days after having
fallen due and if the Distributor still has not made the payment of such amount after two
(2) reminders from the Seller within at least fourteen (14) days between each reminder
with reference to this Clause, the Seller is entitled to terminate this Agreement
immediately on giving written notice.
16.4 The Seller is entitled to terminate this Agreement on giving three (3) months prior
written notice to the Distributor.
16.5 The parties are entitled to terminate this Agreement under any of the following
change of control events (“Change of Control”) arising at either the Seller or the
Distributor:
a) The purchase by a third party of 30% of the company’s stock;

b) A change in the majority of the board of directors;
c) A merger or consolidation, after which the company’s prior shareholders no longer
control the company; or
d) The sale of all or substantially all of the company’s assets or the liquidation of the
company.
17. RIGHTS AND LIABILITIES AFTER TERMINATION
17.1 Termination of this Agreement shall not release either Party from any obligation
or liability incurred prior to the effective date of such Termination.
17.2 The Distributor shall, at his sole cost and expense, promptly return to the Seller all
advertising materials, Confidential Information and all other property or equipment of the
Seller in possession of the Distributor.
17.3 In the event of business transactions between the Parties subsequent to the serving
of notice of, or subsequent to the date of, Termination of this Agreement, such relations
shall not constitute a renewal of the Agreement or a waiver of Termination, but all such
transactions shall be governed by terms identical to the applicable provisions of this
Agreement, unless the Parties execute a new Agreement superseding this Agreement.
17.4 The termination of this agreement (howsoever arising) shall not of itself give rise
to any liability on the part of the Seller to pay any compensation to the Distributor,
including but not limited to, for loss of profits or goodwill.
18. REPLACEMENT OF PREVIOUS AGREEMENTS
This Agreement shall replace all other verbal or written Agreements (howsoever arising)
between the Parties concerning the Distributor’s right and licence to promote and
distribute the Products within the Territories.

19. ENTIRE AGREEMENT
This document constitutes the entire Agreement of the Parties on the subject matter
hereof and may not be modified or altered except by written document duly executed by
both Parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
DISTRIBUTOR: SELLER:
By: By:
Title: Title:
Date: Date:
Signature: Signature:
APPENDIX 1 – The Product Range
Product range
APPENDIX 2 – Territories
Countries
APPENDIX 3 – Minimum Quantity by Period
Minimum Sales
APPENDIX 4 – Price List (Transfer Price to the Distributor)
Prices
(Distribution Agreement for Medical Devices) https://www.docracy.com/38/distribution-
agreement-for-medical-devices
D. INSTRUMENTATION AND CONTROL
FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT FIRST
AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT
This Agreement shall be the Fourth Amendment to the Development Agreement by and
between Janssen Pharmaceutica International, a division of Cilag International AG, having its
place of business in CH-6300 Zug, Switzerland ("JANSSEN") and Medisorb Technologies
International, A Delaware limited partnership ("Medisorb"), which agreement has in the
meantime been duly assigned from Medisorb to Alkermes Controlled Therapeutics Inc. II, a
company organized and existing under the laws of the Commonwealth of Pennsylvania, 64
Sidney Street, Cambridge, MA 02139-4136, U.S.A. ("ACT II") by a deed of assignment dated.
March 1, 1996.
This Agreement shall also be the First Amendment to the Manufacturing and Supply Agreement
by and between JPI PHARMACEUTICA INTERNATIONAL, a division of Cilag AG
International Zug, a company duly organized and existing under the laws of Switzerland, having
its principal office in CH-6300 Zug, Kollerstrasse 38, Switzerland (hereinafter referred to as
"JPI"), and JANSSEN PHARMACEUTICA Inc., 1125 Trenton-Harbourton Road, Titusville,
NJ 08560, USA (hereinafter referred to as "JANSSEN US") and ACT II, which agreement has
since been duly transferred from JANSSEN PHARMACEUTICA INC. TO JANSSEN
PHARMACEUTICA PRODUCTS, L.P. (JPI and JANSSEN US collectively referred to herein
as "JANSSEN").
WHEREAS JANSSEN and ACT II desire to amend certain terms of the Development
Agreement and the Manufacturing and Supply Agreement with respect to the ownership of
certain capital equipment.
NOW THEREFORE, the parties agree to amend the Development Agreement and the
Manufacturing and Supply Agreement as follows:
1. Notwithstanding the provisions of Section 4 of the SECOND AMENDMENT to the
Development Agreement and Section 2.2 of the Manufacturing and Supply Agreement,
JANSSEN agrees to sell to ACT II and ACT II agrees to purchase from JANSSEN the
equipment described on Exhibit A, attached hereto and made a part hereof (the "Equipment")
for good and valuable consideration of $1.00 (one U.S. dollar).
2. THE EQUIPMENT IS SOLD "WHERE IS; AS IS" WITHOUT ANY REPRESENTATION
OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE
DESIGN, QUALITY OR CONDITION OF THE EQUIPMENT, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR
PURPOSE OR AS TO THE OTHER MATTER RELATING TO THE EQUIPMENT OR
ANY PART THEREOF. ACT II CONFIRMS THAT IT HAS SELECTED THE
EQUIPMENT ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY
DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR
WARRANTIES MADE BY JANSSEN.

3. ACT II HEREBY ASSUMES AND RELEASES JANSSEN FROM ANY AND ALL
CLAIMS ARISING FROM THE USE OR OPERATION OF THE EQUIPMENT (OR THE
FAILURE TO OPERATE OR OTHER IMPROPER FUNCTIONING OF THE
EQUIPMENT), OR ANY PART THEREOF, FROM AND AFTER THE DATE HEREOF
AND HEREBY INDEMNIFIES AND HOLDS HARMLESS JANSSEN FOR ANY AND
ALL DAMAGES RESULTING FROM THE USE OR OPERATION OF THE
EQUIPMENT (OR THE FAILURE TO OPERATE OR OTHER IMPROPER
FUNCTIONING OF THE EQUIPMENT), OR ANY PART THEREOF, FROM AND
AFTER THE DATE HEREOF, INCLUDING, WITHOUT LIMITATION, ALL
INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOSS OF REVENUE OR
PROFIT, LOSS OF USE OF THE EQUIPMENT, DOWNTIME COSTS OR COST OF
ANY SUBSTITUTE EQUIPMENT.
4. THIS AMENDMENT SHALL BE EFFECTIVE AS OF DECEMBER 20, 2000.
WITNESS, the signature of all parties hereto by their duly authorized officers.
JANSSEN PHARMACEUTICA INTERNATIONAL
Represented by CILAG AG INTERNATIONAL
CILAG AG INTERNATIONAL
Landis + Gyr-Strasse 1
CH-6300 Zug
/s/ E. Rombouts /s/ H. Schmid
---------------------- -----------------------
(title) EXECUTIVE DIRECTOR OPERATIONS (title) GENERAL
MANAGER
E. ROMBOUTS H. SCHMID
ALKERMES CONTROLLED THERAPEUTICS INC. II
/s/ James Frates /s/ Michael Landine
---------------------- ----------------------
(title) VICE PRESIDENT (title) VICE PRESIDENT
JANSSEN PHARMACEUTICA PRODUCTS, L.P.
/s/ Michael Chester
---------------------- -----------------------
(title) (title) SECRETARY
EXHIBIT A
[***]
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED
WITH "*" AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
(Development Agreement [Amendment No. 4] and Manufacturing and Supply Agreement
[Amendment No. 1] - Janssen Pharmaceutica International, Medisorb Technologies International
and Alkermes Controlled Therapeutics Inc. II)
http://contracts.onecle.com/alkermes/jpi.dev4.2000.12.20.shtml
E. BROADCASTING
EXHIBIT 10.1
BROADCAST RIGHTS AGREEMENT
THIS BROADCAST RIGHTS AGREEMENT (“Agreement”) is entered into this 7th day of
January, 2016 but effective as of January 1, 2016 (“Effective Date”), by and between Major
League Football, Inc., a Delaware corporation located at 6230 University Parkway, Suite 301,
Lakewood Ranch, Florida 34240 (“MLFB”), and Sinclair Networks Group, LLC, doing
business as the American Sports Network, a Maryland limited liability company located at
10706 Beaver Dam Road, Hunt Valley, MD 21030 (“ASN”).

RECITALS
A. MLFB is a professional spring football league whose teams will play forty (40)
regular season games and three (3) playoff games per season (the “Games”)
beginning in Spring 2016;
B. ASN produces telecasts for various sporting events, and distributes the telecasts to
various television stations in the Sinclair Broadcast Group of stations, and to other
television stations and regional cable networks; and
C. MLFB would like ASN to produce the telecast of the Games, distribute same to
television stations and certain regional cable networks, and provide certain promotion
of the MLFB and the Games, and ASN would like to do the foregoing.
Therefore, in consideration of the above and the mutual benefits and promises set forth in
this Agreement, MLFB and ASN agree that their rights and obligations are as follows:
1. BROADCAST PRODUCTION OPTIONS AND FEES
ASN shall be responsible for the broadcast production of the Games (and certain pre-
season games as selected by ASN in its sole and absolute discretion) and will make all
production, technical and editorial decisions regarding the Games, including pre-Game,
halftime and post-Game content, which will be produced in high-definition (“HD”) in
accordance with one of the following production options selected by MLFB in writing:
a. High-End Option (NFL-like quality) – ASN will produce each Game with six (6)
cameras, with one of such cameras on a moving cart which allows for close-up shots of
the quarterback and sideline coaches. If this option is selected, the cost to produce each
Game would be $48,450*1, excluding the cost of broadcast talent, which will be paid by
ASN and reimbursed by MLFB.
b. Mid-Range Option (ASN’s current production quality) – ASN will produce each Game
with five (5) cameras. If this option is selected, the cost to produce each Game would be
$34,980*, excluding the cost of broadcast talent, which will be paid by ASN and
reimbursed by MLFB.
———————
1*If ASN is able to have LTN Global Communications install delivery services to each
stadium location, ASN will reduce the fee by $2,000 per Game.In addition, if ASN is
able to utilize one of its production trucks, ASN will reduce the fee by $6,000 per Game.
1 Confidential and Proprietary
c. In-House Studio Option (ASN’s current production quality) – ASN will produce each
Game with five (5) cameras. ASN will have the announcers calling the Game from
ASN’s in-house studio, and several other positions will also be working at the in-house
studio in lieu of at the Game. If this option is selected, the cost to produce each Game
would be $26,943*, excluding the cost of broadcast talent, which will be paid by ASN
and reimbursed by MLFB.
Payment is net 30 from the date of invoice. Failure to pay timely will result in immediate
suspension of ASN’s production of Games, pending payment in full.
2. BROADCAST RIGHTS, GEOGRAPHY AND PLATFORMS
MLFB grants to ASN and its licensees the exclusive rights to film, record, broadcast and
distribute, by whatever means and on all platforms and media as selected by ASN in its
sole discretion, as further described below, the Games, including pre-Game and post-
Game material, live, same day, and on an unlimited repeat basis, in perpetuity, as well as
the names, likenesses and logos of the teams and participants in the Games, solely in
connection with the distribution, promotion and broadcast of the Games. ASN shall also
have the non-exclusive right to use, develop and distribute in any manner, highlights and
clips of the Games.
acknowledges that although the Games are produced in HD, HD may not be available on
D2 channels.

3. COMMERCIAL SPOTS/SPONSORSHIPS
MLFB shall receive (and retain all revenue there from) thirty (30) thirty second (:30) in-
Game spots per live Game broadcast. Said inventory shall be used at MLFB’s discretion
provided that it ensures that all spots are appropriate for family viewing and comply in all
respects with applicable laws, rules and regulations. ASN shall have the right to reject
and not air any content in its sole and absolute discretion.
Game, as agreed to by the parties. MLFB will retain all revenue with regard to the
foregoing.
MLFB will work closely with ASN’s Director of Sales with regard to the advertisers,
advertising categories and pricing packages for the commercial spots and sponsorships.
ASN shall share with MLFB all net revenue (after deduction of applicable commissions)
it receives for the spots and sponsorship opportunities ASN sells in a Game on a 50/50
basis until MLFB has received (aggregating 100% of the revenue from sales it has made
and 50% of the revenue from ASN’s sales) an amount equal to the amount it paid ASN
for such Game; thereafter, ASN retains 100% of all net revenue from sales it makes with
regard to the Game.
4. PROMOTIONS
ASN will air two (2) promotional spots for MLFB or a Game in each ASN live broadcast
of a sporting event, including college football, hockey and basketball games, except if
restricted contractually. In addition, at or within a reasonable time after ASN becomes a
24/7 sports network, it will begin air twenty-one (21) spots per week promoting
MLFB. MLFB would work with ASN to produce the aforementioned spots.
5. TERM AND TERMINATION
The term of this Agreement shall commence on the Effective Date and end on December
31, 2017. In the event of a party’s material breach of this Agreement, the non-breaching
party may terminate this Agreement upon 30 days’ written notice specifying such breach,
provided such breach (if capable of being cured) is not cured by the end of such 30 day
period.
6. RIGHT OF FIRST REFUSAL
MLFB grants to ASN a right of first refusal to match any bona fide written offer for
MLFB’s broadcast rights which MLFB receives (or intends to make) upon termination of
this Agreement for any reason. MLFB shall give ASN prompt written notice of any such
offer and a reasonable opportunity to respond to such offer. Should MLFB enter into an
agreement with a competitor of ASN upon termination of this

Agreement, MLFB shall pay ASN an amount equal to twenty- percent (20%) of the
average annual broadcast rights fee received by MLFB for the first two years of the term
of MLFB’s new agreement.
7. FORCE MAJEURE; PRE-EMPTION
ASN shall not be liable for any interruption or failure to broadcast the Games due to force
majeure or any cause beyond ASN’s control, including without limitation mechanical or
electronic breakdowns, labor dispute, public emergency or necessity, or other such
factors. In addition, ASN and each affiliate has the right to preempt the broadcast of the
Games in order to broadcast any material that it deems to be of public significance;
provided, however that if an affiliate preempts the Games in its entirety, such affiliate
will use reasonable efforts to air the Games on a different day, subject to the terms and
conditions of this Agreement.
8. MLFB REPRESENTATIONS
MLFB represents that it has full rights to grant to ASN the rights granted herein, and no
rights fee shall be owed to MLFB, the teams, participants or any third party. More
specifically, MLFB represents and warrants that it has the rights to authorize ASN’s
transmittal of the Games via internet, mobile platform, web site and any other data
delivery network or method of distribution now known or hereafter developed for
reception on any device now known or hereafter developed, including, but not limited to,
desktop, laptop, netbook and tablet computers, mobile phones and connected devices
(e.g., TVs, gaming consoles, set-top boxes) without infringing any rights of any third
party or violating any applicable laws, rules or regulations. MLFB further represents and
warrants that all content supplied by MLFB (including the spots described in Section 3)
will (a) comply with all applicable laws, rules and regulations and ASN’s commercial
and program standards; (b) contain no defamatory matter and not violate any right of
privacy or publicity, or any other proprietary or other rights of any third persons; and
(c)not give rise to any product liability or other claim.
9. INDEMNIFICATION
MLFB shall defend and hold harmless ASN from and against any and all liabilities, fees,
expenses and costs resulting from third party claims brought against ASN or any affiliate
that broadcasts the Games regarding the Games (except if caused by the negligence or
intentional misconduct of ASN), (a) alleging that MLFB did not have all necessary rights
to grant the rights granted in this Agreement, and/or (b) resulting from the broadcast
materials provided by MLFB, including any spots provided by MLFB, including claims
that said material violated any U.S. copyright or any other rights of a third
party(ies). ASN shall defend and hold harmless MLFB from and against and all
liabilities, fees, expenses and costs resulting from third party claims brought against
MLFB arising out of (a) ASN’s production or distribution of the Games(except to the
extent caused by the negligence or intentional misconduct of MLFB), and/or (b) any
advertising or sponsorship inventory sold by ASN.

10. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT,
REGARDLESS OF WHETHER SUCH PARTY HAD BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT SHALL ASN
BE LIABLE TO MLFB FOR AN AMOUNT IN EXCESS OF WHAT IT HAS BEEN
PAID BY MLFB UNDER THIS AGREEMENT.
11. NOTICES
All notices hereunder shall be in writing and shall be sent by personal delivery or by
overnight courier, to the addresses of the parties set forth above, or such other address or
addresses as may be designated by either party in writing in accordance with this
section. Such notices shall be deemed to have been given upon being delivered. A copy
of any notice to ASN shall be sent to Sinclair Networks Group, LLC d/b/a American
Sports Network, c/o Sinclair Television Group, Inc., Attn: General Counsel, 10706
Beaver Dam Road, Hunt Valley, MD 21030.

12. GOVERNING LAW
This Agreement shall be governed, construed, and interpreted in accordance with the
laws of the state of New York.
13. CONFIDENTIALITY
Neither party will discuss the terms of this Agreement with any third party (other than
such party’s independent contracts and agents), nor will either party issue a press release
or make any public announcement, either written or verbal, about this Agreement without
obtaining the prior written consent of the other party.
BY SIGNING BELOW, the parties indicate their agreement with the terms and
conditions hereof.
MAJOR LEAGUE FOOTBALL, INC.
SINCLAIR NETWORKS GROUP, LLC
By:/s/ Rick Smith
Rick Smith, Chief Operating Officer
By:/s/ David R. Bochenek
David R. Bochenek, Authorized Signatory
Confidential and Proprietary

(ASN TELEVISION CONTRACT)
https://www.sec.gov/Archives/edgar/data/1308569/000155335016001429/mlfb_ex10z1.h
tml
F. COMPUTER/NETWORK/SOFTWARE
Sample Computer System Services Contract
Effective Date: ____/____/______
Repair Technician [Legal Name] (AKA, "The Technician")
Of [Legal Entity]
Located at [Address]
[City], [State] [Zip Code]
&
Client [Legal Name](AKA, "The Client")
Located at [Address]
[City], [State] [Zip Code]
Computer System [Make and Model]
The above mentioned parties do hereby agree as follows
This contract shall become effective on the above stated effective date and it shall
continue in effect until ____/____/______ unless it is terminated due to provisions stated
in this hereby contract.
For the services to be performed by The Technician, The Client hereby agrees to
compensate The Technician. Fees for The Technician's services as described in the above
paragraph will be charged in the amount of $_________. Any additional services that are
not listed below will be charged to the client at an hourly rate of $_________.
In addition to the fees specified above, The Client will also reimburse The Technician for
any incidental costs and expenses The Technician may incur while performing services
for The Client as stated in this contract. Costs and expenses will be billed to The Client
on a monthly basis and will be due and payable within 30 days of the notice receipt.
A payment discount of ____% will be applied if the bill is paid within ____ days.
However, if any invoice is not paid by the due date interest will be added to and payable
on all overdue amounts at ____% per year. The Client shall pay all costs involved for
collection, including reasonable attorney fees.
If The Client fails to pay for the above mentioned services when they are due,
___________ has the right to treat such a failure to pay as a breach of this Contract and
may then terminate this Contract and seek legal remedies.
Under the terms and conditions stated in the Contract, The Technician hereby agrees to
the following specific computer repair services for The Client:
________________________________
Additionally, to the above stated repair services. The Technician, using their discretion
may also execute additional computer services for The Client if the The Client requests
and The Technician agrees with such request. However, if the additional service is not as
described in this section it will be billed separately to The Client as stated above.
The repair service that will be performed by The Technician shall maintain the computer
system in good operating condition as is determined by the specifications for that

computer system and shall maintain a guaranteed up-time for the computer system of
98%. However, The Technician shall be released of any hereby obligation if The Client
makes any alterations or modifications to the computer system or attaches devices to it
that are not of the original factory design.
The Client shall provide The Technician with full access to the Computer System
including enough work space to conduct the required repair services.
The Technician shall work in an efficient and clean manner and also in compliance with
any and all statues, laws, rules and regulations that have jurisdiction.
Upon the completion of repairs by The Technician, The Client's property shall be
restored to the condition it was in prior to the work performed by The Technician.
The Technician shall be responsible for determining and obtaining the permits that are
necessary to carry out the above mentioned Computer Services.
All confidential information that is communicated to and obtained by The Technician
from The Client in connection with performing the above mentioned Computer Services
shall be held by The Technician in full trust. At no time will The Technician use any
confidential information obtained through conducting this service contract either directly
or indirectly, for personal benefit or disclose or communicate such information in any

manner. This provision shall continue to be effective after the termination of this
Computer Services contract.
If one or more of the provisions of this Contract are to be found invalid for any reason
that shall not affect any other provision of The Contract. The Contract will then exist as if
that provision never existed. This Contract hereby supersedes any other prior
understanding, written or oral agreement between the parties listed above regarding the
subject matter of this Contract. This Contract contains the entire agreement between The
Client and The Technician and no oral representations or modifications shall be put into
force except by a written amendment that is agreed to by both parties. If any legal action
is brought to enforce or interpret this Contract, the prevailing party will be given
reasonable attorney's fees by the other party in addition to any additional relief the other
party may be entitled to.
Applicable Law
This contract shall be governed by the laws of the State of __________ in __________
County and any applicable Federal Law.
_______________________ Date_____
Signature of the Client
_______________________ Date_____
Signature of The Technician
(Computer System Services Contract)
http://www.atyourbusiness.com/contract/computersystemservices.php
G. BUILDING INFORMATION AND COMMUNICATIONS TECHNOLOGY
INFRASTRUCTURE
Master Services Contract for IT Services
MY COMPANY MY COMPANY ADDRESS
MY COMPANY MASTER SERVICE AGREEMENT
Client Name:
Effective Date:
This Master Services Agreement (“Agreement”) by and between Client as identified (above) and
MY COMPANY Information Systems (“MY COMPANY”) located at the address set forth
below, is effective as of the date specified above (the “Effective Date”). The parties agree as
follows:
1. Performance of Services: MY COMPANY Information Systems shall provide the
Information Technology infrastructure support services set forth in the attached Professional
Services Schedule (“Schedule”) and any subsequent schedules executed by the parties. Each
Schedule shall set forth the type of services to be performed and the related fees. Fees shall be
subject to change by MY COMPANY Information Systems upon notice to Client. Any fee
estimates provided for work to be billed on an hourly or daily basis are for informational
purposes only; Client agrees to pay for the actual services provided by MY COMPANY
Information Systems at the specified rate.

2. Fees & Payment: Client agrees to pay all fees specified on each Schedule. All payments shall
be made in U.S. dollars and will be due on Client’s receipt of the applicable invoice. MY
COMPANY may bill in advance for any recurring service. Client shall be responsible for all
taxes, withholdings, duties and levies arising from the services (excluding taxes based on the net
income of MY COMPANY). MY COMPANY shall have the right to suspend service if Client
has failed to pay any invoice within forty-five (45) days of receipt
3. Terms of Agreement:
(a) Unless terminated earlier in accordance with (b) below, the initial term of this Agreement
shall commence on the Effective Date and Terminate twelve (12) months thereafter. This
Agreement shall automatically renew for successive one (1) year terms unless either party
Provides the other with notification of termination at least thirty (30) days prior to expiration of
the then-current term.
(b) Either party may terminate this Agreement (including any and all Schedules) at any time if
the other party: (i) fails to cure any material breach of this Agreement within thirty (30) days
after written notice of such breach or (ii) ceases operation without a successor. Termination is
not an exclusive remedy and the exercise by either party of any remedy under this Agreement
will be without prejudice to any other remedies it may have under this Agreement, by law, or
otherwise. Sections 4(b) (Warranty Disclaimer), 5 (Liquidated Damages), 6 (Limitation of
Liability), 7(Confidential and Proprietary Information) and 8-14 (general terms) shall survive
any expiration or termination of this Agreement.

4. Limited Warranty:
(a) MY COMPANY warrants for a period of thirty (30) days following delivery (the “Warranty
Period”) that all services will be performed in a professional manner in accordance with
generally applicable industry standards. MY COMPANY’s sole liability (and Client’s exclusive
remedy) for any breach of this warranty shall be for MY COMPANY to re-perform any deficient
services, or, if MY COMPANY is unable to remedy such deficiency within thirty (30) days, to
void the invoice for the deficient services. MY COMPANY shall have no obligation with respect
to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is
the result of third-party hardware or software, the actions of Client or some other party or is
otherwise caused by factors outside the reasonable control of MY COMPANY.
(b) THIS SECTION 4 IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY
WARRANTIES MADE BY MY COMPANY. MY COMPANY MAKES NO OTHER
WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT OR ANY WARRANTIES REGARDING THE PERFORMANCE OF
ANY SOFTWARE OR HARDWARE PROVIDED OR INSTALLED BY MY COMPANY.
CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL
EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD.
5. LIQUIDATED DAMAGES FOR HIRING MY COMPANY EMPLOYEES: If, during the
term of this Agreement or for twelve months thereafter, Client directly or indirectly retains the
services (whether as an employee, independent contractor or otherwise) of any employee of MY
COMPANY (or ex-employee within three months of the employee’s termination from MY
COMPANY) who has provided services to Client on behalf of MY COMPANY, Client agrees
that MY COMPANY will be damaged, but that the amount of this damage will be difficult to
determine. Accordingly, Client agrees that for each such MY COMPANY employee hired by
Client, Client will pay MY COMPANY Twenty-five Thousand Dollars ($25,000) as liquidated
damages. Notwithstanding the foregoing, for the purposes of this section 5, “employee of MY
COMPANY” shall include only employees of MY COMPANY who provide services to MY
COMPANY customers and shall not include accountants, attorneys or other independent
contractors of MY COMPANY who provide services to MY COMPANY itself.
6. LIMITATION OF LIABILITY: MY COMPANY WILL NOT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF
REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE CLIENT OR
ANY THIRD PARTY INCURS), WHETHER IN AN ACTION IN CONTRACT,
WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR
STRICT LIABILITY, EVEN IF MY COMPANY HAS BEEN ADVISED OF THE
POSSIBLITY OF SUCH LIABILITIES. MY COMPANY IS NOT RESPONSIBLE FOR
PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY
SOFTWARE OR HARDWARE. IN NO EVENT WILL THE AMOUNT CLIENT MAY
RECOVER UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS MADE TO

MY COMPANY BY CLIENT PURSUANT TO THIS AGREEMENT IN THE
IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE LIMITATIONS SET FORTH
IN THIS SECTION 6 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO
TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF MY COMPANY.
7. Confidential and Proprietary Information: Each party agrees that all know-how, business,
technical and financial information it obtains (“Receiving Party”) from the disclosing
party (“Disclosing Party”) constitute the confidential property of the Disclosing Party
(“Confidential Information”), provided that it is identified as confidential at the time of
disclosure or should be reasonably known by the Receiving Party to be Confidential Information
due to the nature of the information disclosed and the circumstances surrounding the disclosure.
Except as may be necessary to perform its obligations under this Agreement, the Receiving Party
will hold in confidence and not use or disclose any Confidential Information. The Receiving
Party ’s nondisclosure obligation shall not apply to information that: (i) was known to it prior to
receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by
the Receiving Party from a third party; (iv) is independently developed by employees of the
Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order.
Any templates, schematics, processes or technical documentation provided by MY COMPANY
shall be deemed Confidential Information and proprietary information of MY COMPANY
without any marking or further designation. Client may use such information solely for its own
internal business purposes.

MY COMPANY shall maintain the confidentiality of information in its possession regarding
individual protected health information in accordance with applicable law, and shall not release
such information, to any other person or entity, except as required by law.
8. Independent Contractor: The parties to this Agreement are independent contractors. There is
no relationship of partnership, joint venture, employment, franchise or agency created hereby
between the parties. Neither party will have the power to bind the other or incur obligations on
the other party’s behalf without the other party’s prior written consent.
ACCEPTED BY: ACCEPTED BY:
Client MY COMPANY
Name: Name:
(Please Print) (Please Print)
Signature: Signature:
Date: Date:
Address: Address:
(Master Services Contract for IT Services) https://www.ictworks.org/sample-service-
contract/#.WuaQvYhubIW

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MANUEL S.

ENVERGA UNIVERSITY FOUNDATION

CONTRACTS AND MEMORANDUM OF AGREEMENT

OF PROJECTS AND OTHER WORKS

SANGALANG, MARK LLOYD E.

DR. GUILLERMO M. RAGO JR.

Memorandum of Understanding, dated as of May 23, 2003 ("MOU"), between Fairpoint

defined in the License Agreement);

FAIRPOINT BROADBAND, INC. ARTERA GROUP, INC.

By: /s/ Peter G. Nixon By: /s/ Michael J. Parrella

Name: Peter G. Nixon Name: Michael J. Parrella

Title: Chief Operating Officer Title: Chairman & President

(Memorandum of Understanding - Fairpoint Broadband Inc. and Artera Group Inc.)

CONFIDENTIAL TREATMENT REQUESTED

DEVELOPMENT AND SUPPLY AGREEMENT

SAMSUNG ELECTRONICS CORPORATION

JUNE 30, 1995

DEVELOPMENT AND SUPPLY AGREEMENT

11, 5-Ka, Namdaemoon-Ro, Chung-Ku, Seoul, Korea ("Samsung").

A. Samsung is in the business of manufacturing and selling a variety of electronic products

including facsimile machines;

will require certain controller electronics and associated software;

intellectual property on the terms and conditions herein; and

Agreement, the parties hereto agree as follows:

"Samsung Deliverable," as hereinafter defined, pursuant to Section 4.2(c) hereof.

common control with a party.

developed by JetFax for use in a single Product.

obtained. A preliminary Bill of Materials is attached hereto as Exhibit F.

defined, to be developed by JetFax and incorporated as part of the Product.

information for in-circuit testers, to be developed by JetFax in accordance with the

1.9 "JetFax Deliverables" shall mean, collectively or individually, JetFax developed

and copier with features and "Specifications," as hereinafter defined, as provided in

under this Agreement, as set forth in Exhibit C.

respective obligations of the parties.

1.14 "Specifications" shall mean the engineering, operational and/or functional

may be modified as provided herein.

specifications as more fully set forth in Exhibit D.

CONFIDENTIAL TREATMENT REQUESTED

the Services, except as otherwise set forth in this Agreement.

encountered, proposed recovery methods.

2.3 Agency Approvals.

time of Samsung's election to have JetFax provide such services.

the documents received by Samsung related to such approvals and certifications.

3. DESIGN REVIEW AND SPECIFICATION CHANGES

employees in excess of the foregoing shall be paid for by Samsung.

modified accordingly to reflect such agreed upon changes.

cases to the Specifications as so modified.

4. DELIVERABLES AND DELIVERY; ACCEPTANCE, AND REJECTION

contingent upon the other

provisions of Section 4.2(d) hereof.

elect to accept further resubmission of the applicable Deliverable.

conformance with the Specifications.

handling, shipping, packaging and insurance expenses.

5.3 JetFax Hardware Designs and Software Etc,

shall remain the sole property of JetFax.

payment of the amounts due under Section 6.2 of this Agreement.

Deliverables and any other Samsung "Confidential Information," as hereinafter defined,

the JetFax Deliverables.

CONFIDENTIAL TREATMENT REQUESTED

JetFax and such third party as parties thereto.

[*] at the times indicated:

JetFax under this Agreement.

7. REPRESENTATIONS AND INDEMNIFICATIONS

7.1 Representations. Each party represents and warrants that: