Exhibit 10.6
CERTAIN PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED. REDACTIONS ARE INDICATED BY A DOUBLE PAIR OF EMPTY BRACKETS (" [[ ]]" ). THE TEXT HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE NUMBER OF PAGES COVERED BY THIS REQUEST IS 4.
FIRST AMENDMENT
This First Amendment (this " Amendment" ) is made and entered into on this [[ ]] by and among NEC Infrontia, Inc. (" NECII" ), a Connecticut Corporation with offices at 6535 N. Highway 161, Building A, Irving, Texas 75039 and Info-Hold, Inc. (" Info-Hold" ), an Ohio Corporation with offices at 396 Wards Corner Road, Building 200, Loveland, Ohio 45140.
W I T N E S S E T H
WHEREAS , NECII and Info-Hold entered into an OEM Distribution Agreement dated [[ ]] (the " Agreement" ); and
WHEREAS , both NECII and Info-Hold desire to amend the Agreement as follows:
1. Revise the Schedules A-E to correct typographical errors; and
2. To amend the Agreement to include additional PRODUCTS in Schedule A.
3. This Amendment contains additional terms and conditions and clarifications for the Agreement between NECII and Info-Hold. Definitions provided in the Agreement shall remain consistent in this Amendment unless specifically otherwise indicated. To the extent such terms are inconsistent with other provisions of this Agreement, the terms and conditions set forth above shall supersede such inconsistent terms.
The undersigned parties represent and warrant that they have full power and authority to enter into this Agreement. NEC INFRONTIA, INC. By: [[ ]] Name: [[ ]] (Print or type) Title: [[ ]] Date: 1-27-03
INFO-HOLD, INC. By: /s/ Joey C. Hazenfield Name: Joey C. Hazenfield (Print or type) Title: President/CEO Date: [[ ]]
SCHEDULE A
PRODUCTS
Info-Hold will OEM following products and services to NECII: 1. Protege9. This is a music-on-hold product which allows the users to communicate the on-hold messaging campaign or desired music to the callers when placed on hold. This product will interface with the NECae KTS and PBX products through music-on-hold interface. The design of the PRODUCT is based on compact disc technology. Following are some of the major features:
ullet Messages can be programmed on-site
ullet Dated messages can be skipped
ullet Allows you to build an accumulating library of messages
ullet Built in memory will automatically reprogram the last played sequence in the event of power loss ullet State-of-the-art digital sound quality
ullet RCA Cable P/N 750318
ullet Remote for Prote9ge9 system P/N 750317
2. Info-Link . This PRODUCT includes all of the same features as the Protege9, but also provides:
ullet Remote access from any Windowsae compatible PC with internet access. It allows the end-user to access their message library and all message options (and scripts), including the ability to see what messages are playing at each location.
ullet Remote programmability which allows the end-user to have control to send signals to the remote sites to select or deselect messages to be played from the on site library this product is primarily designed for multi location end users.
ullet RCA Cable P/N 750318
SERVICES
Info-Hold will provide service for customized audio content and production services at initial release. This service will be based on a subscription between the end-user customer and Info-Hold, Info-Hold shall pay a percentage of the subscription revenue, percentage to be negotiated at a later time, to NECII under a joint marketing program as profits for all customers generated under this Agreement.
SCHEDULE B
PRICING
PRODUCT PRICING
All systems are fully configured and ready to plug in and use when shipped.
NECII will pay [[ ]] for each system protege system ordered.
NECII will pay [[ ]] for each link system ordered.
SUBSCRIPTION PRICING & [REVENUE SHARING]
The cost of subscription for customized audio contents is variable. This cost will be negotiated between the end user customer and Info-Hold [Info-Hold will provide NECII [[ ]] gross revenues received from customers generated by subscription under this agreement. Info-Hold shall be responsible for accurately accounting for all such revenue and for forwarding the agreed upon portion [[ ]] payment shall be made to NECII in quarterly installments, unless otherwise requested by NECII, beginning on the first day of the first new calendar quarter after the first such revenues are received by Info-Hold under this Agreement.]
SCHEDULE C
NECII PACKAGING & LABELING REQUIREMENTS
Info-Hold will meet the specific packaging and labeling requirements. A Packaging document will be submitted to Info-Hold by NECII for the PRODUCT packaging and labeling.
SCHEDULE D
INSPECTION AND ACCEPTANCE STANDARDS
ACCEPTANCE STANDARDS: The PRODUCT will be tested for following criteria for final acceptance:
1. Alpha test: In NECII labs Following items will be tested;
a. Integration with Electra Eliteae Key telephone system
b. Audio quality
c. Reliability
d. Burn in and heat test
e. Installation
f. Documentation
2. Beta Test: The PRODUCT will be tested in the field on a live system at an end-user site. 3. Regulations: Verify all the US Canadian and South American regulatory requirements.
INSPECTION STANDARDS:
Sampling test is to be based on Zero Acceptance Number Sampling Plans using an AQL of 0.65% for " Major Defects" and 1.0% for " Minor Defects" .
The criteria for Major Defects are as follows: (1) 1 or more scratch, crack, or other damaged on front face which is visible at 1m.
(2) 2 or more of the above visible at 50cm.
(3) 1 or more scratch, crack, or other damage on side, back, or top face which is visible at 1m. (4) Any excessive damage to the bottom of the unit, such as deep scratches, cracks which are separated, etc. (5) 1 or more spots on the front, top, or side face with a diameter greater than 1.0mm.
(6) 2 or more spots on the front, top, or side face with 0.6
(7) 3 or more spots on the front, top, or side face with 0.4
(8) 5 or more spots on the front, top, or side face with 0.2
(9) Gaps greater than or equal to 1.0mm on the base or handset.
(10) Base is not flat and rocks when placed on the surface plate.
(11) Missing or incorrect indications.
(12) Missing or incorrect, or loose screws which affect appearance, function, or safety.
(13) Screws which have been damaged and cannot be removed using standard tools.
(14) Any missing accessory (screws, AC adapter, function label, function cover, caution label, FCC and UL ID labels, etc). (15) Damaged power cord, which exposes conductors.
(16) Functional defects.
The criteria for Minor Defects are as follows:
(1) 1 or more scratch, crack, or other damaged on front face which is visible at 50cm.
(2) 1 or 2 scratches, crack, or other damage on side, back, or top face which is visible at 50cm. (3) Multiple scratches, cracks, or other damage to the bottom of the base.
(4) 1 or more spots on the front, top, or side face with a diameter greater than 0.6
(6) 3 or more spots on the front, top, or side face with 0.2
(7) 5 or more spots on the ...
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