This excerpt taken from the ESCC 10-K filed Mar 31, 2005.
SCOPE OF AGREEMENT.
1.1 From and after the Closing under the Asset Purchase Agreement, the Parties agree to coordinate and cooperate with respect to the ESCP and TargetView business developed by E&S and purchased by VDC pursuant to the Asset Purchase Agreement. Specifically, E&S will continue to sell Systems and Service Agreements to customers that may include ESCP and TargetView products, and E&S may also receive from customers Independent Requests For Spares And/Or Repairs.
1.2 The Parties acknowledge that VDC is buying the Assets primarily to obtain the E&S spares and repairs business, and that E&S will not supply spares and repairs as separately invoiced items except as provided in section 4.5
1.3 With respect to post-Closing sales of E&S Systems, E&S agrees to purchase, and VDC agrees to supply, all of E&Ss requirements for ESCP and TargetView products used in those Systems. With respect to any E&S Service Agreements, or E&Ss Warranty Obligations arising from pre- Closing System sales, E&S agrees to purchase, and VDC agrees to use reasonable best efforts to supply, all of E&Ss requirements for spares and/or repairs involving ESCP and TargetView products.
1.4 E&S shall be the customer point of contact for, and shall fulfill, all customer requests involving Systems and/or Warranty Obligations thereunder, or Sellers Service Agreements, even if such requests include ESCP or TargetView products. With respect to any Independent Request For Spares And/Or Repairs received by E&S, E&S shall refer all such requests to VDC for fulfillment by VDC, and all invoicing for such Independent Requests will be handled directly between VDC and the customer.