Technology and Services Agreement (1998)Full Document 

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TECHNOLOGY AND SERVICES AGREEMENT ("Agreement") entered into June 19, 1998 (the
"Effective Date") between XIONICS DOCUMENT TECHNOLOGIES, INC., 70 Blanchard
Road, Burlington, MA 01803 U.S.A. ("Xionics") and HEWLETT-PACKARD COMPANY,
11311 Chinden Boulevard, Boise, ID 83714 ("Customer").

Xionics owns or licenses software and technology products useful for the
control of printers and other electronic imaging devices, and provides certain
related engineering, maintenance and other services. Customer is an Original
Equipment Manufacturer ("OEM") of such devices (the specific devices referenced
in Attachments to this Agreement are referred to as "Customer's Devices" or
"Devices"), and wishes to license certain software and technology products,
and/or obtain certain related services from Xionics. Accordingly, Xionics and
Customer agree as follows:

1. Products and Services. Customer has elected to receive the products and/or
services indicated by a check mark below. The parties agree to be bound by this
Agreement and the applicable Attachments and Exhibits to this Agreement.


[x] A.  Source Code License
[x] B.  Source Code Maintenance Program
[x] C.  Development Activities


[x] A.  Preliminary Project Outline
[x] B.  Fees and Payment

2. General Terms and Conditions. Xionics and Customer agree to all of the
following terms and conditions, which apply to all of the indicated Attachments
as though reproduced in full in each of them.

a. Term and Termination. This Agreement shall remain in effect for an initial
term beginning at the Effective Date and ending December 31, 2000, and
thereafter so long as Customer continues to ship any Device containing software
or technology products licensed from Xionics under this Agreement. Either party
may terminate this Agreement, or any Attachment, if the other commits a
material breach of any of its obligations hereunder (or under the applicable
Attachment) which is not cured within 30 days after notice thereof, or becomes
bankrupt or insolvent. Upon any termination, Customer will return or destroy
all copies of software and documentation received from Xionics under the
terminated Attachment(s), except that it may retain one copy for archival
purposes, and may continue to ship finished products containing Xionics
software or technology that are in inventory at the time of termination. Upon
any termination, Xionics will return or destroy all copies of software and
documentation received from Customer under the terminated Attachment(s) except
to the extent Xionics may retain continuing rights to any such materials under
this Agreement.All provisions of this Agreement and its Attachments which by
their nature should survive termination, including but not limited to Section
2. (f)(ii), shall do so. Any renewable rights to receive products or services
under the terms of the applicable Attachments may be renewed by submittal and
acceptance of Customer's purchase order in the appropriate amount; provided,
that any printed terms of Customer's purchase order inconsistent with this

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