FARO OEM PURCHASE AGREEMENT
FARO Technologies, Inc.
125 Technology Park
Lake Mary, Florida 32746
Brown & Sharpe Manufacturing Company
200 Frenchtown Road
North Kingstown, RI 02818
1.1 FARO sells and licenses certain measurement equipment, computer hardware, software products and
replacement and service products.
In particular, Faro sells its products directly to users, through a variety of distributors, and to original equipment
manufacturers (OEM) and will continue to do so.
COMPANY wishes to purchase certain products more specifically described in Appendix A1 hereto, (hereafter
referred to as "PRODUCTS"), from FARO for resale, and is willing to provide its customers, for their own use
and not for resale, the service and support necessary for systems so incorporated.
2.1 FARO appoints COMPANY as a non-exclusive authorized OEM purchaser of the PRODUCTS and
COMPANY accepts this appointment. This appointment shall continue until expiration or termination of this
agreement in accordance with its terms, but is conditioned upon COMPANY's ongoing compliance with this
2.2 Conditions of continued appointment.
2.2.1 COMPANY agrees as follows:
a. To resell PRODUCTS only as an integral component of hardware or software manufactured by COMPANY.
Compliance with this Section requires the COMPANY to relabel the PRODUCTS in a manner that the
PRODUCTS will not compete with "off-the-shelf" PRODUCTS sold by FARO in its other sales programs.
b. COMPANY will only advertise and promote Products as integral components of its own hardware and
software as described in Appendix A2.
c. COMPANY will sell PRODUCTS using existing methods of direct sale and distribution.
d. COMPANY'S use of PRODUCTS in the manufacturing process shall be subject to the confidentiality
provisions of Paragraph 6.2 hereafter.
2.2.2 FARO agrees as follows:
2.2 Conditions of continued appointment