Oem Agreement

Exhibit (c)(2)


Contract Expiration Date: January 21, 1999


ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT


This Agreement is between Norand Corporation ("NORAND"), 550 Second Street S.E., Cedar Rapids, IA 52401, and Western Atlas, Inc., including its subsidiaries ("WESTERN ATLAS"), located at 360 North Crescent Drive, Beverly Hills, California 90210.


BACKGROUND


A. Norand is in the business of selling computer hardware and associated hand held terminal equipment, software and services for use with such computer hardware.


B. Western Atlas is in the business of selling integrated manufacturing systems, automated data collection systems and material management systems.


C. Western Atlas wishes to purchase computer hardware and systems software from Norand for resale in the Territory (defined in Section 1.1 below).


AGREEMENT


1. APPOINTMENT OF WESTERN ATLAS


1.1 TERRITORY


On a non-exclusive basis, Western Atlas may sell and license Products (as
defined in Section 2) for use in healthcare, manufacturing, warehouse and
distribution applications worldwide in such geographic locations where the
Products are certified (the "TERRITORY"). Norand reserves the right to
appoint other original equipment manufacturers, distributors and resellers
in the Territory to sell Products and support customers using Products if
Norand determines that is advisable. In addition, Norand reserves the
right to make sales and provide service directly through its own employees,
sales representatives and other original equipment manufacturers,
distributors and resellers.


1.2 NOT AN AGENT


Western Atlas is not Norand's agent for any purpose. This Agreement is not
to be construed as a joint venture, partnership, agency, employer/employee
relationship or any other form of business obligation between Norand and
West-


ern Atlas to share profits or bear any losses of the other. Western Atlas
is acting solely as an independent contractor.


2. PRODUCTS


The products which may be purchased pursuant to this Agreement ("PRODUCTS")
are those listed on Schedule A, as may be amended from time to time by the
parties hereto. Any Products sold to Western Atlas pursuant to this
Agreement shall bear the "Intermec" name and/or logo as specified from time
to time by Western Atlas. Norand reserves the right, without incurring any
liability, to change prices, change the design or to discontinue the
manufacture or sale of any Products. Norand will give Western Atlas thirty
(30) days notice of any price changes or design changes to be made that
change form, fit or function of such products and ninety (90) days notice
of discontinuance of any Products. Norand will notify Western Atlas when
any product listed on Schedule A, but not yet released for sale, is so
released.


3. WESTERN ATLAS RESPONSIBILITIES


3.1 REASONABLE EFFORTS


Western Atlas agrees to use reasonable efforts to service customers in the
Territory.


3.2 VALUE ADDED


Western Atlas represents that it is a reseller of computer systems and
products and that it will purchase Products under this Agreement which it
will then remarket to third-party end-users in the regular course of its
business. The systems that Western Atlas sells will include additions or
integration of other equipment or software which Western Atlas
manufactures, acquires or develops.


3.3 SALES PROMOTION


Western Atlas will maintain a sales organization knowledgeable in the
Products. All Western Atlas sales personnel shall be certified by Norand
in accordance with Section 3.4.


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3.4 CUSTOMER SUPPORT


Western Atlas will provide the appropriate personnel, facilities and
equipment necessary to provide support in the use and sale of Products to
customers in the Territory. Western Atlas will have its personnel attend
product, sales and service training courses as may be offered by Norand
from time to time or as required by Norand of its sales employees,
including but not limited to, the requirements set forth in Schedule B
hereto. Western Atlas will make available adequate and competent technical
resources to promptly answer technical start-up questions, to counsel
end-users regarding the selection, integration and use of Products and
available software programs; to assist end-users with obtaining appropriate
FCC licenses; to survey the customer's facilities to determine the
appropriate quantity and configuration of Products for that facility;
install Products at the customer's facilities and act as the primary
resource for end-user's support requirements.


3.5 MAINTENANCE


Western Atlas shall have the right to sell its maintenance services to
purchasers of Products. Norand will also make available to Western Atlas
for sale to its customers that purchase Products Norand's maintenance
services in the Territory in accordance with Norand's then current Value
Added Reseller Maintenance Incentive Program.


3.6 SALES FORECAST


Western Atlas will participate and cooperate with Norand fully in a monthly
forecast system to provide good faith qualitative and quantitative details
by month of projected sales and purchases of Products for the following
twelve calendar months. The forecast will include such information and be
in such form as Norand will from time to time require, including but not
limited to, the quantity and type of Products to be sold, projected
delivery dates and an assessment of the likelihood that the transaction
will be completed. The first such forecast to be provided by Western Atlas
pursuant to this Section shall be provided to Norand on or before April 1,
1997.


3.7 MONTHLY SALES AND SHIPMENT STATEMENT


Western Atlas will provide Norand with written reports each


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month detailing sales by location and monthly shipment information,
including the serial numbers of the Products sold. This report will be
used to initiate the warranty period hereunder, and, while delay in such
report will not serve to lengthen the warranty period, failure or delay in
making such report may diminish the warranty coverage. The report will
include such information and be in such form as Norand will from time to
time require. All such records will be maintained by Western Atlas for a
period of three years from the date of termination of this Agreement.


3.8 FUNCTIONAL REQUIREMENTS


Western Atlas agrees that it is responsible for the selection of the
Products and the determination of the suitability of the Products for the
purpose for which Western Atlas intends to use them.


3.9 INSPECTION


Western Atlas agrees to inspect the Products upon receipt to ascertain that
they are operable and function properly prior to resale.


3.10 INDEMNITY


Western Atlas agrees to defend and hold Norand, its employees, agents,
successors and assigns harmless from any liability, loss, damage, claims
and expense whatsoever, including but not limited to judgments and
attorneys fees, caused or alleged to be caused directly or indirectly by
the products or services, or both, sold by Western Atlas or by the
negligent, grossly negligent or willful acts of any agent, employee or
subcontractor of Western Atlas; provided, however, that Western Atlas'
obligations hereunder shall not arise to the extent that the claim or
damage is caused solely by: (a) the Products; or (b) the negligent,
grossly negligent or willful acts of Norand or its agents or employees.


4. NORAND RESPONSIBILITIES


4.1 SALES ASSISTANCE


Norand may provide sales assistance in the Territory (as mutually agreed
upon) and will provide brochures and materials at Norand's standard prices
for such items then in


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effect.


4.2 NORAND TRAINING, SUPPORT AND INTEGRATION


Norand shall make available to Western Atlas training programs, support
services and programs and system integration consulting at Norand's
standard prices for such services then in effect.


5. ORDERS AND RETURNS


5.1 AUTHORIZED ORDER FORM


The terms and conditions of this Agreement will be the only terms and
conditions which apply to all orders Western Atlas makes for Products,
unless Norand specifically agrees otherwise in writing. Any additional or
conflicting terms Western Atlas may propose with its orders will not apply.
All orders are subject to written acceptance by Norand.


5.2 ORDER INFORMATION


Western Atlas' orders must be in writing and identify the product or
service ordered, the shipping instructions, the requested delivery dates,
and the system number if applicable. Requested delivery dates must be
within one hundred and eighty (180) days of the date of order.


5.3 RESCHEDULING SHIPMENT


Western Atlas may reschedule shipment of an accepted order one time if
Western Atlas gives Norand written notice at least thirty (30) days before
the scheduled ship date; provided that, the requested rescheduling date is
within ninety (90) days of the original order date and Norand accepts the
new ship date requested. Such acceptance will not be unreasonably
withheld.


Western Atlas may cancel shipment of an accepted order if it gives Norand
written notice at least fifteen (15) business days before the scheduled
shipment date.


Cancellations, rescheduling and reconfigurations are subject to the
following charges:


Cancellation/Reconfiguration/
-----------------------------
If Notice is Received Rescheduling Charges
--------------------- --------------------


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More than 60 days 0%


31 to 60 days 5%


16 to 30 days 10%


15 days 15%


Prior to Date of
Scheduled Shipment


An accepted order may be rescheduled or reconfigured no more than once.
Except as permitted by Norand in its sole and absolute discretion,
cancellation, reconfiguration or rescheduling is not permitted less than
fifteen (15) business days before the scheduled shipment date.


6. PRICES


6.1 PRICES


For the period beginning on the date hereof and continuing through January
19, 1998, Norand will sell Products to Western Atlas at a price based on
the sales forecast provided pursuant to Section 3.6 covering the
twelve-month period beginning on April 1, 1997, such price being no less
favorable than the lowest price then being charged by Norand for such
Products for sales to other purchasers based on sales volumes similar to
such forecast. For each period beginning on January 20 and ending on the
following January 19, commencing January 20, 1998, Norand will sell
Products to Western Atlas at a price based on the volume of purchases by
Western Atlas during the twelve-month period ending on the preceding
January 19, such price being no less favorable than the lowest price then
being charged by Norand for such Products for sales to other purchasers
with sales volumes similar to Western Atlas' volume purchases during such
twelve-month period. Prices are F.O.B. point of shipment and exclude all
transportation charges, duties and taxes. Western Atlas is responsible to
reimburse Norand for all duties and taxes (other than taxes on Norand's
income) which arise from the purchase and sale of Products, unless Western
Atlas provides Norand with written evidence that is satisfactory to Norand
of an exemption from such duties and taxes. Western Atlas is also
responsible for all transportation charges. Risk of loss shall pass to
Western Atlas F.O.B. point of shipment.


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6.2 PRICE CHANGES


Norand will use reasonable efforts to provide Western Atlas written notice
of any price changes ninety (90) days before the new prices become
effective. If the change is an increase, orders placed within ninety (90)
days of the written notice will be at the old price; provided Western Atlas
accepts shipment within sixty (60) days from date of order. Orders for
shipment more than sixty (60) days after the date of order will be at the
new prices. In addition, the old price will apply to shipments made under
an order accepted before the notice of the price increase is given;
provided that, the agreed upon scheduled ship dates ar ...