This Supply Agreement ("Agreement") dated July 1, 2002 is by and between
Stereotaxis, a Missouri corporation, having places of business at 4041 Forest
Park Ave, St Louis, MO 63108 and Magnet Sales & Manufacturing Inc., ("Supplier),
a California corporation, having its place of business at 11250 Playa Court,
Culver City, CA 90230.
In consideration of the mutual promises and consideration provided for in the
Agreement, the parties agree as follows:
1.1 DESCRIPTION OF AGREEMENT PRINCIPLES
This Agreement defines the relationship and requirements between Stereotaxis and
Supplier to ensure a consistent supply of Items that meet Stereotaxis'
Specifications. Stereotaxis may, from time to time, issue Purchase Orders to
Supplier for the purchase of Items. Supplier agrees that it shall, throughout
the term of this Agreement, sell and deliver such Items under the terms and
provisions of this Agreement. All Items delivered under this Agreement shall
comply with the requirements of this Agreement.
1.2 ENTIRE AGREEMENT
This Agreement, including any Exhibits or Attachments which are incorporated by
reference into this Agreement, sets forth the entire understanding and agreement
of the parties as to the subject matter of this Agreement and supersedes all
prior agreements, understandings, negotiations and discussions between the
parties as to the subject matter. No amendment to or modification of this
Agreement will be binding unless in writing and signed by a duly authorized
representative of each party.
1.3 ITEMS COVERED
All Items supplied to Stereotaxis by Supplier will be covered by this Agreement.
The list of Items covered by this Agreement is shown in Attachment 1. New Items
may be added to Attachment 1 upon mutual written agreement of Stereotaxis and
Supplier from time to time.
1.4 DURATION OF AGREEMENT
This Agreement commences on and as of the date of the later of the two
signatures shown in Section 13, provided each party shall have executed and
delivered one or more counterparts of this Agreement to the other (the
This Agreement will remain in effect for a term of two (2) years from the
Effective Date (the "Initial Term") unless earlier terminated in accordance with
its provisions. At any time before expiration of the Initial Term, Stereotaxis
may, at Stereotaxis' option, extend the term of this Agreement subject to all
other provisions of this Agreement for an additional period of up to 2 years, by
notifying Supplier in writing of such extension.
2. CONFIDENTIAL INFORMATION
Both Stereotaxis and Supplier have executed mutual Non-Disclosure Agreements
with respect to their respective proprietary and confidential information.
Stereotaxis has developed magnets and control systems that are its intellectual
property and proprietary to it.
Supplier has developed manufacturing and assembly methods for such Stereotaxis
designed magnets that are its intellectual property and are proprietary to it.
Stereotaxis and Supplier acknowledge such confidential and proprietary
information and agree to be bound by the Non-Disclosure Agreements that have
been signed and are in force.