Oem Agreement

Exhibit 10.15


OEM AGREEMENT
BETWEEN
AUGUST TECHNOLOGY AND
SANTOK SOFTWARE SOLUTIONS INC.


This OEM Agreement is entered by Santok Software Solutions Inc., and August Technology Corporation as of the effective date set forth below. Santok Software Solutions Inc. (herein after referred to as "Supplier"), a MA corporation, registered at 70 Walnut Street, Wellesley, MA 02481, shall provide software product to August Technology Corporation (hereinafter referred to as the "OEM Partner"), a Minnesota corporation, with a principal place of business at 5237 Edina Industrial Blvd., Edina, MN 55439, U.S.A.


Accordingly, in consideration of the premises and the promise set forth in this Agreement, August Technology Corporation and Santok Software Solutions agree as follows:


1. DEFINITIONS


"Copy" means (i) a single copy of the Software on a single central processing unit or (ii) a single copy of the software on a single local area network server with one active client user.


"Software Product" means software which is developed, maintained and marketed by Santok.


2. GENERAL


Supplier is aiming at specializing in its technology and maintaining a leading edge through continuous product development to meet customers requirements and satisfy evolving market needs.


The cooperation with partners will be based upon NON-EXCLUSIVE OEM relations. These relations will be established on grounds of the following principles:


- Supplier will not maintain any formal business relations with
end-customers. All customer-vendor monetary relations will be done
through the OEM Partner.
- Supplier will be eligible to maintain direct marketing relations
with the end-customers, in coordination with its OEM partner.
- Supplier will be free to sell the Product to companies other than the OEM Partner.


3. EFFECTIVE DATE; TERM


The effective date of this Agreement is January 26, 2000. The initial term of this Agreement shall be for five (5) years, unless terminated earlier in accordance with the provisions of the Section 9 below. This Agreement shall automatically renew for successive one-year terms; PROVIDED, HOWEVER, that during the ninety (90) day period prior to any such renewal date, either party may terminate this Agreement upon at least thirty (30) days prior written notice.


1


4. PRODUCT DEFINITION


Supplier's products to be included within the framework of this OEM agreement are the following (referred to hereafter as the "Product"):


PRODUCT: WAFERBROWSER


6. NON RECURRENT ENGINEERING (NRE)


There will be a one time NRE charge for dedicated engineering effort for integrating the Product with the Partner's system.


The Partner will pay Supplier a one time engineering cost of $30,000. The agreed upon sum will be broken into 4 payments which will be paid at the following milestones:


(1) Approval of the specifications and project initiation 25%
(2) Delivery of the tailored product to the Partner 15%
(3) End of the integration ((alpha)) 35%
(4) End of the (beta)-site 25%
(End if Beta site is defined as the time at which the first
installation is accepted by an August Technology customer)
(5) Includes single copy license for first Beta customer.


At such time as the specifications of the Smart Sampler have been agreed upon by the parties, such specifications will be attached as Schedule A to this agreement, which will be incorporated herein and made a part hereof.


7. PRICING


PRODUCT: SMART SAMPLER


(a) Product Price at $12,000 per software copy
(Price for a single copy on a single central processing unit,
or (ii) a single copy of the software on a single local area
network server with one active client users. Each additional
concurrent active client user is charged as an additional copy
at the prices as follows:)


NO. OF UNITS UNIT PRICE ($ US)

1 12,000
2-10 10,000
...