PORTIONS OF THIS DOCUMENT INDICATED BY AN [***] HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT OF SUCH INFORMATION.
EXHIBIT 10.19
DEVELOPMENT AND SUPPLY AGREEMENT BETWEEN
BRIGHTSTAR CORP. AND CSI WIRELESS LLC
This Development and Supply Agreement (the "Agreement"), dated as of February
14, 2003, is between Brightstar Corp., a corporation incorporated and existing
under the laws of Delaware, U.S.A., with its principal place of business located
at 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000, X.X.X. ("Brightstar") and CSI
Wireless LLC, a corporation incorporated and existing under the laws of
Delaware, U.S.A, with its principal place of business located at 0000 Xxxxxxx
Xx., Xxxxxxxx, Xxxxxxxxxx, X.X.X 00000 ("CSI").
The following definitions apply with respect to this Agreement:
"Accelerated Life Test" is defined in Section 7.
"Delivery Point" is defined in Section 17(a).
"Epidemic Failure" is defined in Section 24(d).
"Field Failure Rate" is defined in Section 23(b).
"Gross Margin", "Gross Margin per Unit" and "CSI Gross Margin" are
defined in Exhibit C.
"Incremental Costs", "CSI Incremental Costs" and "Brightstar
Incremental Costs" are defined in Exhibit C.
"Intellectual Property Infringement Claims" is defined in
Section 28(a).
"Manufacturing Line Certification" is defined in Section 8.
"Product" is defined in Section 1(a).
"Product Certification" is defined in Section 6.
"Product Transfer Price" is defined in Exhibit C.
"Purchase Orders" is defined in Section 9.
"Purchase Order Cancellation Amount" is defined in Section 15(c).
"Specification" is defined in Exhibit A.
"Total Number of Failed Units" is defined in Section 23(c).
"Total Number of Units Deemed to be In-Service and Under Warranty" is
defined in Section 23(d).
CSI-Brightstar Development and Supply Agreement
The parties agree as follows:
1. RELATIONSHIP AND EXCLUSIVITY
a. This Agreement establishes the terms and conditions pursuant
to which CSI and Brightstar will work together exclusively to establish a
leadership position in the TDMA Fixed Wireless Telephone market. The parties
will do this by working together to initially develop a significantly cost
reduced TDMA model of fixed wireless communications device, hereinafter called
"Product", and will also work on enhancements and variants of this Product to
maintain a leadership position in the market. At the highest level, the general
roles of the parties will be as follows: CSI will be responsible to develop,
manufacture and supply the Product to Brightstar and Brightstar will be
responsible to market, brand, sell, distribute and provide warranty and customer
support for the Product to its customers. The intent and spirit of this
Agreement is that the profit earned on this activity will he shared equally by
CSI and Brightstar.
b. During the term of this Agreement, neither party, including
affiliates and subsidiaries, shall develop or manufacture any TDMA Fixed
Wireless products other than the Product, absent the prior written consent of
the other party, except that CSI will have the right to sell the Product to
another customer if Brightstar is in material non-compliance with the provisions
of this Agreement, and the non-compliance is not cured within thirty (30) days
of formal written notice detailing with specificity Brightstar's non-compliance.
2. DESIGN AND DEVELOPMENT OF PRODUCT
CSI shall design, develop, manufacture, and test the Product in accordance with
the Product specifications set forth in Exhibit A. The development and Product
approval process will be managed following the schedule described on Exhibit B
(the "Schedule").
3. THE SPECIFICATIONS FOR THE PRODUCT
The specifications for the Product are included in Exhibit A.
4. PRODUCT DEVELOPMENT COSTS
In order to develop and launch the Product, Brightstar will cover 50% of the
agreed NRE and tooling costs related to development of the Product. CSI will
cover the other 50%. Brightstar will pay the 50% of the NRE Product development
and tooling costs, totaling $[***], as follows:
1st Payment - $[***] to be paid to CSI upon execution of this Agreement.
2nd Payment -$[***] to be paid to CSI after obtaining the Product
approvals described in Sections 6, 7 and 8, and after the first commercial
shipment of the Product.
3rd Payment - $[***] of NRE cost to be amortized over the first [***]
units shipped to Brightstar and paid to CSI on a per unit basis of $[***].
(To be discussed)
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
2
5. PRODUCTION SAMPLES
In accordance with the timing outlined in the Schedule, CSI shall develop and
deliver eight (8) production samples of the Product to Brightstar for
Brightstar's review and for Brightstar to use for engineering evaluation and
product field functional testing.
6. PRODUCT CERTIFICATION - MOTOROLA AND CARRIER TESTING
CSI acknowledges it is aware of the Motorola, Inc. ("Motorola") and the
general Carrier, requirements for product certification of fixed wireless
devices ("Product Certification"). CSI will complete the following steps with
that understanding:
a. By the date specified in the Schedule, CSI shall deliver 30
production samples of the Product to Brightstar for Product Certification,
Brightstar and/or a third party appointed by Brightstar may conduct these tests.
CSI will provide product and technical personnel support during the Product
Certification process.
b. The production samples must pass the Product Certification
acceptance criteria, Brightstar and/or Motorola will approve the production
samples, upon the samples passing the Product Certification acceptance
criteria, as determined by Brightstar and/or Motorola in its reasonable
discretion.
c. If software or hardware changes to the production samples are
required to pass the Product Certification acceptance criteria, CSI shall
produce the software or hardware at its expense, and the production samples
shall be re-tested. This process shall continue until the production samples
pass the Product Certification.
d. Brightstar is entitled to purchase at the agreed Product
Transfer Price additional pre-production samples for field tests, operator
approvals, regional type approvals and marketing samples.
7. PRODUCT RELIABILITY TEST - MOTOROLA ACCELERATED LIFE TEST.
CSI acknowledges it is aware of the Motorola Accelerated Life Test process
("Accelerated Life Test") and the requirements to pass this test process. If
Motorola materially changes the current Accelerated Life Test requirements,
Brightstar and CSI agree to share the increased costs equally.
By the date specified in the Schedule, CSI shall deliver 40 production
samples of the Product to Brightstar or Motorola, as requested by Brightstar,
for the Accelerated Life Test. CSI will provide product and technical personnel
support during the Accelerated Life Test process. Brightstar will approve the
production samples, upon the samples passing the Accelerated Life Test, as
determined by Brightstar and/or Motorola in its reasonable discretion. If
software or hardware changes to the production samples are required to pass the
acceptance criteria specified for the Accelerated Life Test, CSI shall produce
the software and/or hardware at its expense, and the production samples shall
be re-tested. This process shall continue until the production samples pass the
Accelerated Life Test criteria.
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
3
8. MANUFACTURING LINE CERTIFICATION.
CSI acknowledges it is aware of the Motorola, manufacturing line certification
process and the requirements to pass this certification ("Manufacturing Line
Certification"). If Motorola materially changes the current Manufacturing Line
Certification requirements, Brightstar and CSI mutually agree to share the
increased costs equally.
Brightstar and Motorola or a third party appointed by Brightstar will
make an assessment to the Product manufacturing line and will certify the
product line. Brightstar or Motorola or the appointed third party will issue a
written certificate to CSI stating that the Product has been approved for
production (the "Approval Certificate") after all required items have been
successfully completed.
9. PURCHASE OF PRODUCTION UNITS; PRODUCT CONFIGURATION
a. Brightstar will order Product by issuing Purchases Order to
CSI in a format that is mutually agreed.
b. Brightstar is responsible for managing Product demand under
the business structure defined by this Agreement. While Brightstar makes no
contractual commitment to purchase minimum volumes of Product under this
Agreement, it is understood by both parties that this business arrangement
should target a leading market share in Latin America which is expected to
result in an annual volume in excess of [***] units. This volume figure will
be used as the basis for the costs referenced in this Agreement.
c. Brightstar's commitments to purchase specific quantities of
the Product shall be set forth on the front of written Brightstar purchase order
forms (the "Purchase Orders").
d. Brightstar will purchase the Product from CSI as a final
assembled unit or as the parties may otherwise jointly agree from time to time.
e. Each unit of the Product shall be delivered with all of the
authentication/ identification features required to operate on commercial
systems (e.g. IMEI numbers, ESNs, etc.). To prepare the authentication and
identification, Brightstar shall provide to CSI any carrier specific information
required to configure or program the Product.
10. MATERIALS AND COMPONENTS
a. CSI shall procure and pay for all materials and components
necessary to manufacture the Product in all configurations.
b. Upon written agreement from both parties, changes may be made
regarding the manufacturing and assembly plans for the product.
c. The toolings that are developed for the commercial launch of
the Product will be owned jointly by CSI and Brightstar. If future changes are
required to the toolings, or new toolings are required to be prepared, CSI and
Brightstar will share the cost equally such that the new toolings will continue
to be jointly owned by CSI and Brightstar.
11. SPARE PARTS AND REPLACEMENT UNITS INVENTORY
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
4
For a period of 18 months from the delivery of the last shipment of Product
ordered by Brightstar under this Agreement, CSI shall ensure the availability of
spare parts for the Product in quantities the parties mutually agree are
sufficient to support both in-warranty and out-of-warranty repair of the
Product. At the end of this period, Brightstar may make a final purchase of
spare parts inventory or replacement units to provide support for the Product
beyond the initial 18 months period.
12. PRODUCT TRANSFER PRICE AND SHARING OF PROFITS
CSI and Brightstar will share the profit earned on the business activities
described in this Agreement. The sharing of profit will be administered through
the payment of the Product Transfer Price and the CSI Gross Margin as follows:
a. It is the intention of both parties to this Agreement that the
Product Transfer Price between CSI and Brightstar will be calculated so as to
reimburse CSI for the agreed costs incurred to manufacture and deliver the
Product to Brightstar. The CSI Gross Margin will be calculated to share the
margin earned on Product sales on an equal (50/50) basis between the parties
after consideration of direct Product cost and Incremental Costs.
b. Definitions for the Product Transfer Price, CSI Gross Margin,
Incremental Costs and a standard margin sharing calculation are included in
Exhibit C.
c. The preliminary estimate of CSI Incremental Costs and
Brightstar Incremental Costs are summarized in Exhibit C, Prior to the first
commercial shipment of Product, CSI and Brightstar will review the preliminary
estimate and agree on the CSI Incremental Costs and Brightstar Incremental costs
that should be used for the initial commercials shipments under this Agreement
until these are re-set in accordance with Section 12(d). The preliminary
estimate of CSI Incremental Costs and Brightstar Incremental Costs included in
Exhibit C should be the same or close to the costs to be used for the initial
commercial shipment.
d. During the months of May and November each year, the Finance
groups in each party will summarize actual costs incurred in each of the
allowable incremental cost categories described in Exhibit C and will provide
this summary to the other parties' Finance group. These calculations will be
reviewed and confirmed by the parties. If actual costs incurred by a party
differ from the amount of costs paid to that part during the reconciliation
period such that either party owes the other more than $5,000, then a payment
will be made by the owing party for the total difference between actual and
estimated costs. In addition, if both parties agree, acting reasonably, that an
adjustment of any component of the Incremental Costs is required, the estimate
of the Incremental Costs will be re-set for purposes of the calculating the
Product Transfer Price and CSI Gross Margin going forward. These changes will be
documented in writing and signed by both parties prior to implementing the
change.
e. Brightstar shall provide to CSI with copies of all purchase
orders received from customers for purchases of the Product on a quarterly
basis.
f. Subject to the shipping terms and obligations of the parties
contained in this Agreement. Brightstar will be responsible for all
international, federal, state, provincial or local sales, use, value-added,
excise, or withholding taxes, or any other taxes or duties of any nature
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
5
whatsoever assessed upon or due with respect to the supply of Product under this
Agreement, except for items of tax based in whole or in part on a party's
business income.
g. CSI and Brightstar agree to provide access to all relevant
documentation and evidence relevant to the costs incurred in the program and
necessary to validate claims made by either party under Sections 12, 20, 23, 24
and Exhibit C of this Agreement.
13. PAYMENT
a. Payment of the Product Transfer Price will be sent by wire
transfer to CSI within 30 days of Product shipment to Brightstar (as defined in
the shipping terms section, 17(a)). Payment of the CSI Gross Margin will be sent
by wire transfer to CSI within three (3) working days of receipt of payment by
end customer to Brightstar. Any other amounts owing under this Agreement will be
paid by wire transfer, or by check if agreed by the parties, within thirty (30)
days of the invoice date or the date of other written notice.
b. Pricing for Product is defined in Exhibit C.
c. The payment terms noted above in 13(a) and 13(b) represent the
current agreement between the parties. Both parties understand that the final
business arrangements with the final contract manufacturer for the Product have
not been completed, and as a result changes to these terms could be presented
by a contract manufacturer that would provide business advantage to both
Brightstar and CSI. Both parties agree that changes to these payment terms will
be considered, and that changes may be made upon written agreement of both
parties which shall not be unreasonably withheld.
d. As part of the intent to eliminate the need for letters of
credit it may be necessary to review and agree to other methods for providing
payment assurance to the final contract manufacturer for the Product. Brightstar
agrees to work with CSI to review various alternatives to providing payment
assurance to the contract manufacturer. Should any material costs result from
providing payment assurance to the contract manufacturer, these costs will be
shared equally by the parties.
14. PURCHASE ORDERS, ACCEPTANCE FORECASTS
a. Prior to the 15th day and the last day of each month,
Brightstar shall deliver firm and binding written Purchase Orders to CSI such
that CSI has Purchase Orders covering the aggregate quantity of Product
requested to be delivered in the three month period following that day, Prior to
the last day of each month, Brightstar will also deliver a Forecast detailing
the quantity of Product expected to be delivered in the fourth and fifth months
following that month.
b. Each Purchase Order will identify the Product being ordered,
the required delivery date(s), delivery address, and such other information as
the parties agree.
c. CSI shall acknowledge its receipt of Purchase Orders in
writing within three (3) working days of receipt. CSI shall accept Purchase
Orders by confirming its acceptance in writing, CSI may reject a Purchase Order
if Brightstar has requested ship dates that are outside the lead time
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
6
agreed to by the parties and CSI is unable to comply with the required delivery
schedule. Purchase Orders accepted by CSI are non-cancelable, subject to Section
15.
d. If CSI is unable to comply with Brightstar's required
delivery schedule, CSI shall inform Brightstar, in writing, within three (3)
working days and shall arrange a mutually suitable alternative delivery
schedule, and Brightstar shall reissue the Purchase Order with the revised
delivery date. If CSI fails to confirm a Purchase Order within three (3) working
days, CSI shall be deemed to have accepted the Purchase Order. All pre-printed
terms included in Brightstar's Purchase Orders and CSI's acknowledgments,
invoices, or other similar communication shall be null and void.
e. The Forecast and Purchase Order terms noted above in 13(a) and
13(b) represent the current understanding. Both Parties understand that the
final business arrangements with the final contract manufacturer for the Product
have not been completed, and as a result changes to these terms could be
presented by a contract manufacturer that would provide business advantage to
both Brightstar and CSI. Both parties agree that changes to these forecasting
and Purchase Order terms will be considered, and changes may be made upon
written agreement of both parties which shall not be unreasonably withheld.
15. CANCELLATION OF ORDERS
a. Unless CSI is in material breach of this Agreement, Brightstar
may not cancel a delivery of Product that is covered by a firm Purchase Order
without incurring a Purchase Order Cancellation Amount, as that term is defined
below. However, Brightstar may delay delivery of Product to later in the month
of the originally scheduled delivery or later, if agreed to by CSI, without
incurring a Purchase Order Cancellation Amount.
b. In the event Brightstar does cancel a portion of a Purchase
Order for reasons other than CSI's material breach of this Agreement, then
Brightstar's notice of cancellation shall be in writing and Brightstar's sole
liability and CSI's sole remedy with respect to such cancellation shall be a
payment by Brightstar to CSI of a Purchase Order Cancellation Amount, calculated
pursuant to the formula set out in subsection (c) below.
c. The "Purchase Order Cancellation Amount" shall be equal to the
sum of:
(i) The number of units of Product being cancelled that are in a
finished goods state on the date of the cancellation notice,
multiplied by the Product Transfer Price of those units,
(ii) All costs paid or payable by CSI in purchasing materials
for the number of units of Product being cancelled that cannot
be used to manufacture Product for Brightstar under other
Purchase Orders and/or cannot be returned by CSI for credit in
the period that is 30 (thirty) days following the receipt of
the notice of cancellation,
(iii) any cancellation charges incurred by CSI in order to
mitigate the amount of the Purchase Order Cancellation Amount.
d. In no event shall a Purchase Order Cancellation Amount exceed
the purchase price allocable to the portion of the Purchase Order that is being
cancelled, CSI shall provide Brightstar
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
7
with access to the CSI facility and to relevant inventory and other records so
that Brightstar can independently verify any Purchase Order Cancellation Amount.
e. Brightstar may request acceleration of the required delivery
dates or increase the order quantity for a particular Purchase Order and CSI
agrees to use commercially reasonable efforts to complete the revised order.
16. PACKAGING
a. Brightstar shall provide CSI with Brightstar's packaging
requirements for the Products. CSI shall submit to Brightstar for its approval
samples of the packaging containers that CSI proposes to use to ship the
portions of the Products to Brightstar that will comply with Brightstar's
packaging requirements.
b. Unless otherwise provided on a Purchase Order, CSI shall be
solely responsible for procuring and paying for the cost of all packaging
materials. CSI shall properly package the Products to ensure that they will not
be damaged or deteriorate in transit and CSI shall be responsible for all loss
that is caused due to its failure to use approved packaging for the Products.
17. SHIPPING
a. Shipping and delivery shall be C.I.P. (Carriage and Insurance
Paid) to a point in Mexico to be mutually agreed by the parties ("Delivery
Point"), in accordance with INCOTERMS (1990).
b. If CSI is unable to ship all Products in time to arrive by
the delivery date stated in the applicable Purchase Order, CSI shall ship the
quantity available, if any, and give Brightstar prompt telephone or faxed notice
of the delay and/or partial shipment.
c. If CSI fails to deliver a quantity of Product within 30 clays
after the delivery date stated in the applicable Purchase Order, and CSI causes
the failure, then Brightstar may cancel its order for the quantity of Product
that is late without liability by giving CSI written notice of cancellation.
d. If in order to comply with any agreed upon delivery date, it
becomes necessary for CSI to ship Product by a more expensive method than
originally contemplated in the Purchase Order, CSI shall be responsible for the
increased transportation costs, unless the necessity for such rerouting or
expedited handling has been caused by Brightstar.
e. CSI shall obtain Brightstar's written approval prior to making
any shipments of Product before the delivery date stated in the applicable
Purchase Order, unless such early shipment is within three (3) days prior to the
scheduled delivery date or the date listed (if any) in the applicable Purchase
Order as the grace period for early delivery.
18. EXPORT/IMPORT
CSI shall comply with all applicable export and import laws, regulations and
orders impacting the Product prior to delivery at the Delivery Point. Subject to
prior notification of sales outside of
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
8
Mexico, CSI will take all commercially reasonable steps to assist Brightstar in
complying with all applicable export laws, regulations and orders relating to
such sales.
19. LABELS & MARKINGS
a. Brightstar shall be responsible for informing CSI of the
applicable legal requirements with respect to labeling and marking Products
intended for resale to consumers. CSI agrees to include on the Products patent
numbers, registration or identification numbers and country of origin labels and
markings as are required by the applicable laws of the country where the Product
is intended to be sold to end-users. Whenever Brightstar has in its possession
information that is required to be printed on Product labels (e.g., FCC
identification number) Brightstar shall provide such information to CSI.
b. CSI shall include on each unit of Product a label in whatever
format (e.g. bar-coding, etc.) Brightstar may from time to time require that
reveals manufacturing data that Brightstar may from time to time require,
including but not limited to the date, time and place of manufacture, the
authentication/identification, number for the unit, and a marking that indicates
what version of CSI hardware and software was used in the unit.
20. TITLE AND RISK OF LOSS
Title and risk of loss and damage shall pass to Brightstar at the Delivery Point
in accordance with Section 17(a); however, all loss and damage discovered after
transfer of title caused by faulty packaging or handling by CSI shall be CSI's
responsibility.
21. QUALITY CONTROL, INSPECTION AND OUT-OF-BOX TESTING
CSI is fully aware of the Quality Control, Inspection and Out-of-Box testing
requirements of Motorola. CSI agrees to follow the quality and control
inspections it understands are required, and to support out-of-box testing as it
has done on previous programs with Brightstar.
22. INSURANCE
a. From the date of the first commercial shipment of Product
under this Agreement, CSI and Brightstar shall each maintain in full force and
effect the following forms of insurance with the following minimum liability
limits:
(i) public liability and property damage liability insurance under
a comprehensive or commercial general liability form on an "occurrence"
basis with limits of no less than USD$ 10,000,000 combined single limit
per occurrence and in the aggregate for an annual term. Such insurance
shall be provided by an insurer acceptable to Brightstar and shall not
be subject to any excess provision, deductible and/or self-insured
retention more than USD$ 10,000 per occurrence.
b. Each party shall provide the other with appropriate
certificates or other evidence of such insurance coverage as requested by that
party. Such coverage shall provide for thirty (30) days minimum cancellation
notice to the other party. Each party agrees, however, that the procurement and
maintenance of the above insurance coverage shall not limit or affect any
liability which that party may have by virtue of this Agreement or otherwise.
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
9
23. RELIABILITY AND FAILURE RATES
a. All Products manufactured by CSI shall have a Field Failure
Rate which in any given month shall not exceed point seventy five percent
(.75%).
b. The Field Failure Rate for any given month is a fraction: the
numerator is the Total Number of Failed Units for that month, and the
denominator is the Total Number of Units Deemed to be In-Service and Under
Warranty during that month.
c. Total Number of Failed Units for the given month is calculated
as follows: Total number of units returned to Brightstar for failure to perform
in accordance with the specifications included in Exhibit A, except for those
units where such failure is caused by customer abuse or misuse and those units
which will be covered by Brightstar, based on Section 24 of this Agreement.
d. Total Number of Units Deemed to be In-Service and Under
Warranty during the given month is calculated as follows: Total number of units
shipped by CSI to Brightstar in the aggregate.
e. A program for continuous field reliability improvement shall
be a part of CSI overall quality system. If Products manufactured by CSI have
Field Failure Rates that exceed point seventy five percent (0.75%) in any month,
CSI shall implement a corrective action plan that addresses the issues that
impact the Field Failure Rate. If CSI plan does not produce improvements deemed
acceptable by Brightstar within sixty (60) days of implementation of the plan,
then in addition to its other remedies, Brightstar shall have the right to
cancel any or all open Purchase Orders affected by the failure issue. If this
failure issue affects all open Purchase Orders, then Brightstar shall have the
right to terminate this Agreement in accordance with Section 30, after providing
CSI with the above sixty-day (60) opportunity to cure.
24. WARRANTY
CSI warrants that all Products delivered to Brightstar shall perform in the
field with a Field Failure Rate of less than point seventy five percent (0.75%)
per month for a period of fifteen (15) months from the date of shipment to
Brightstar.
a. All the field failures that don't exceed point seventy five
percent (0.75%) per month, will be repaired by Brightstar. Brightstar shall be
entitled to a [***]% discount on each order of Product based upon the Product
Transfer Price outlined in Schedule C to cover the costs of these repairs.
b. CSI shall pay to Brightstar the cost that Brightstar incurs to
repair all Products that fail to conform to this warranty after inspection and
agreement by both parties of the cost of repair (i.e. all Products that fail in
excess of .75% Field Failure Rate). For greater clarity, CSI shall pay the cost
of repairs for field failures in excess of point seven five percent (0.75%) if
the Product fails to perform in accordance with the Specifications, and such
failure is caused by a design defect (including die software in the Product), a
manufacturing defect or a defect in materials and components supplied by CSI.
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
10
c. CSI will supply to Bright-star free of charge a volume of
Product equal to [***]% of the Product purchased on a monthly basis. These units
are seed stock to facilitate loans by Bright-star or its third party repair
centers of "good" Product while units that are defective are under repair. These
units shall be Brightstar's property,
d. If at any time either during the warranty period specified in
this section, Product manufactured by CSI fails to perform in-service in
accordance with the warranty stated in this Section 24 because of redundant
defects or failures that constitute an Epidemic Failure, CSI shall replace or
repair any lot or lots of the Product in Brightstar's inventory that contain
Epidemic Defects. For this purpose, Epidemic Failure is defined as a redundant
defect or failure in breach of the warranty stated in this Section 24 that
occurs in more than 2.5% of any given shipment lot. A shipment lot will contain
on average 5,000 units of the Product. If an Epidemic Failure exists,
Brightstar shall have the option of requiring CSI to sort Brightstar's
inventories. Should Brightstar choose to have its inventories sorted, Brightstar
will coordinate and supervise the resources required at its expense but all
other costs shall be borne by CSI. In the event the Product is re-called from
end-users because of an Epidemic Failure, CSI shall pay all those reasonable,
direct and out-of- pocket costs incurred by Brightstar in connection with the
recall, including shipping and handling. In the event of Epidemic Failure and
customer's request to return Product to supplier, Brightstar will make its
effort to negotiate with customer the acceptance of Product replacement. Should
customer request the return of the money amount which was paid for the Product,
CSI shall accept the Product returned and refund the money paid for the returned
Product.
e. DISCLAIMER THE FOREGOING WARRANTIES AND REMEDIES ARE THE
EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY CSI AND ARE IN LIEU OF ALL OTHER
WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY
OPERATION OF LAW. CSI MAKES NO OTHER WARRANTY, EXPRESS, OR IMPLIED, AND
EXPRESSLY DISCLAIMS ALL 'IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
25. FIELD SERVICE SUPPORT
a. Prior to delivery of the first shipment of production units of
the Product, CSI shall provide to Brightstar the information and equipment
needed for Brightstar to test, program, service, and repair the Product and
accessories, including the items listed in Exhibit E.
b. Continuously during the useful life of the Product, CSI shall
forward to Brightstar reasonably acceptable changes, if possible, to some of the
items described in Exhibit E. CSI shall ensure that, if mutually agreed, from
time to time Brightstar has current, up-to-date copies of the items described in
Exhibit E, as each of those items may be updated.
c. If unique parts are required for Brightstar to construct
additional cables or software flash boxes, or additional unique equipment is
required for Brightstar to test, program, service or repair the Products, then
CSI will purchase such unique parts or equipment on Brightstar's behalf in
quantities specified by Brightstar, and CSI will resell such parts or equipment
to Brightstar at a price equal to CSI direct, out-of-pocket cost (as documented
by receipts) plus reasonable handling costs to purchase, such items.
d. All of the items described in Exhibit E shall be delivered in
the English language, and those that exist in electronic media shall be
transmitted in such form. All software shall be
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
11
transmitted in a format that is executable by commercially available hardware,
and all software shall be written with prompts, menus, and commands in English.
e. CSI hereby grants to Brightstar a fully paid-up license to
make, have made, use, copy, modify, distribute and disclose the technical
information, equipment and software provided by CSI under this Section for use
by Brightstar and, under non-disclosure terms, also by the Brightstar Authorized
Service Network, in testing, programming, servicing and repairing the Products,
subject to any third party approvals. CSI hereby grants to Brightstar the right
to make, have made, use, copy, modify, distribute and disclose the items
described above for use by Brightstar's customers for testing, programming,
servicing and repairing the Products.
f. CSI shall provide technical training at a time and place
mutually agreed, to by the parties to Brightstar manufacturing and distribution
personnel to enable them to test and program the Products and CSI shall deliver
on or before such training all of the items described above.
g. The technical and service training shall be provided by CSI,
at the cost of Brightstar, to Brightstar and its Authorized Service Network.
Brightstar shall be responsible for the cost of travel, lodging, meals and other
reasonable expenses incurred by such, instructors. In case of the first
technical and service training to Brightstar, the cost will be at CSI expense
except the flight cost for the staff of CSI.
26. INTELLECTUAL PROPERTY
a. No grant or transfer of any of Brightstar's intellectual
property rights to CSI is given or intended under this Agreement, including any
license implied or otherwise, and no grant or transfer of any of CSI's
intellectual property rights to Brightstar is given, or intended under this
Agreement.
b. With respect to the industrial design of the Product the
following terms and conditions shall apply:
i. CSI shall obtain necessary copyright ownership of the
industrial design from its designers, including a
waiver of any moral rights that the designers may
have.
c. CSI agrees to take some necessary precautions to prevent any
of Brightstar's intellectual property rights from being used for any purpose
other than for the design and manufacture of the Product, by CSI for delivery to
Brightstar.
d. With the exception of third-party branding and TDMA license
rights acquired directly by Brightstar, CSI warrants that it has obtained from
third parties the necessary licenses to design, make, use, offer for sale, and
sell the Product to Brightstar, and to grant have made rights to Brightstar.
27. TRADEMARKS
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
12
Brightstar will have the right to commercialize the products under a
third party's brand. The use of those brands will be executed under license
agreements with the respective companies who own said brands.
28. INDEMNIFICATION
a. CSI warrants that to its knowledge, the Product is free from any third
party and employee or contractor claims of infringement of a patent, copyright,
trade secret, mask work rights or other intellectual property right in the
United States or Mexico ("Intellectual Property Infringement Claims"). CSI shall
indemnify and hold harmless Brightstar, its agents, distributors, and
customers, from and against all Intellectual Property Infringement Claims that
are brought against any of them and CSI shall pay all damages arising from such
Claims, together with all costs and expenses related thereto, including, without
limitation, reasonable attorneys' fees and costs. If use or sale of the Product
is enjoined as a result of any such Claim, then CSI shall obtain for
Brightstar, its agents, distributors and/or customers one of the following forms
of relief, to be selected by Brightstar: (i) the right to sell or use the
Product as is; (ii) an equivalent, but non-infringing substitute that is
acceptable to Brightstar and extend this indemnity to it; or (iii) accept return
of the infringing Products and refund to Brightstar the purchase price for it.
The above indemnity will also apply to infringement claims in countries other
than the United States or Mexico, provided that in advance of placing an order
for Product that will ship to such a country: (a) Brightstar informs CSI in
writing of the country, and (b) CSI is given the opportunity, at CSIs sole
option, to make changes to the Product to remove any infringement or to reject
orders for delivery into countries where it reasonably believes that an
infringement will exist.
CSI has no obligation for any claim of infringement, to the extent the claim,
results from: (i) use or incorporation of any design specification, marking
requirement or instruction furnished by or work performed by or on behalf of
Brightstar; (ii) any portion of the Product which has been varied, altered, or
modified by anyone other than CSI, its agents or contractors; (iii) use of the
Product in a way not specified by CSI; or (iv) use, sale, distribution or other
disposal of the Product following written notification, by CSI, that doing so
may result in a claim of infringement.
b. CSI shall indemnify and hold harmless Brightstar, its agents,
distributors, and/or customers, from and against all loss, claim, damage or
liabilities that may result from any third party claims of bodily injury or
property loss or damage to the extent caused by a defect in the Product's
design, manufacture or handling by CSI.
c. Brightstar shall indemnify and hold harmless CSI, its agents,
distributors, and/or customers, from and against all loss, claim, damage or
liabilities that may result from any third party claims, loss, damage or
liabilities to the extent caused by the handling of the Product by Brightstar,
branding and trademark requirements through or by Brightstar, or warranty work
performed by or for Brightstar.
29. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR
THE OBLIGATIONS OF THE PARTIES IN SECTION 26, 27 and 28, IN NO CASE SHALL A
PARTY BE LIABLE TO THE OTHER PARTY fOR ANY DAMAGES OR LOSSES SUFFERED BY THE
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
13
OTHER PARTY OR ANY OTHER PERSON FOR LOSS OF PRODUCTION, LOSS OF USE, LOSS OF
BUSINESS, LOSS OF PROFIT, LOSS OF DATA OR REVENUE OR FOR ANY SPECIAL, INDIRECT,
ECONOMIC, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR
LOSSES IN ANY WAY RELATED TO PERFORMANCE OR NON-PERFORMANCE OF ANY MATTER
RELATED TO THIS AGREEMENT, OR ARISING DIRECTLY OR INDIRECTLY OUT OF THE
OWNERSHIP, USE OR OPERATION OF THE PRODUCT, REGARDLESS OF WHETHER OR NOT THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES COULD HAVE BEEN REASONABLY FORESEEN, AND
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, WHETHER SUCH
DAMAGES ARE BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR ANY OTHER LEGAL THEORY.
30. INFORMATION SHARING
CSI and Brightstar intend to carry out this relationship on a fully
"open-book" basis. Therefore, each party will agree to make available to the
other party all of its books and records as are necessary to ensure that the
provisions of this Agreement are fully adhered to by the parties. Where a party
desires that the audit of its books and records to determine adherence to the
agreement should be carried out on a confidential basis by an independent third
party auditing firm, then that party will bear the cost of engaging such a firm
on behalf of the other party.
31. TERMS AND TERMINATION
a. The term of this Agreement shall commence on the date
indicated on the first page and shall continue for two (2) years, unless
otherwise terminated as permitted herein. At the end of the term, this Agreement
shall automatically renew for successive periods of one (1) year unless at least
thirty (30) days prior to any scheduled renewal date one party notifies the
other in writing that it will not renew this Agreement.
b. This Agreement may be terminated by either party for failure
by the other party to cure a material breach in any term or condition of this
Agreement. Such termination shall be effective sixty (60 ) days following
written notice of the breach, unless the breach is cured within such notice
period, in which case the Agreement will not be terminated for such breach.
c. If Brightstar provides notice of termination of this Agreement
in accordance with Section 23(e), then Brightstar may cancel any and all open
Purchase Orders as to Product not yet shipped without incurring any cancellation
liability. Any open Purchase Orders that Brightstar does not cancel shall be
completed in accordance with their original terms, unless the parties expressly
agree otherwise.
d. If Brightstar provides notice of termination of this Agreement
because of CSI's insolvency, and in accordance with Section 31(b), then
Brightstar may immediately cancel any and all open Purchase Orders as to Product
not yet shipped without incurring any cancellation liability. Any open Purchase
Orders that Brightstar does not cancel shall be completed in accordance with
their original terms, unless the parties expressly agree otherwise.
e. This agreement may also be terminated by either party as
described in Section 34.
32. COMPLIANCE WITH LAWS
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
14
a. Both parties warrant that they will comply with all applicable
laws, orders, rules and regulations in performing their obligations and shall
indemnify the other party against any claims and shall reimburse the other party
for any losses, costs or expenses it incurs as a result of any breach of this
warranty.
b. CSI warrants that all Products manufactured by CSI will have
been produced in compliance with all applicable laws, orders, rules and
regulations. CSI shall indemnify Brightstar against any claims and shall
reimburse Brightstar for any losses, costs or expenses Brightstar incurs as a
result of any breach of this warranty.
c. CSI shall effect or secure and maintain at its own cost all
necessary governmental permits, licenses, approvals and registrations in the
United States and Mexico required in connection with CSI's performance of its
obligations under this Agreement.
d. CSI warrants that all Products manufactured by CSI will have
been produced, manufactured, assembled or packaged, in whole or in part, without
the use of any forced labor, prison labor, or child labor, and that such
Products will not be trans-shipped for the purpose of mislabeling, evading quota
or country of origin restrictions, or avoiding compliance with forced labor,
prison labor or child labor laws.
33. FORCE MAJEURE
Neither party shall be in breach of its obligation hereunder to the extent that
its performance is delayed or prevented by causes beyond its control, including,
without limitation, acts of God, acts of third parties, civil disorders, acts of
any civil or military authority, judicial action, and strikes or other labor
disputes.
34. CONTRACTUAL RELATIONSHIP
a. Brightstar and CSI warrant to one another that they have
entered into no contracts, and are subject to no obligations,
which prevent, or adversely affect their performance under
this Agreement.
35. INDEPENDENT CONTRACTORS
It is understood and agreed that Brightstar and CSI are, and at all times during
the term of this Agreement shall remain, independent contractors. At no time
shall either party represent to any third party that it is the agent of the
other. Brightstar and CSI further covenant that no authorization shall be given
to any employee of either party to act on behalf of the other. In no event shall
either party at any time have authority to make any contracts, commitments or
undertake any obligations on behalf of the other.
36. NOTICES
a. All notices, consents and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (a)
when delivered by hand; (b) when sent by telecopier (with receipt confirmed),
provided that a copy is promptly thereafter mailed by first class postage
prepaid registered or certified mail, return receipt requested; (c) when
received by the
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
15
addressee, if sent by air courier (receipt requested) or by such other means as
the parties may agree from time to time; or (d) twenty (20) business days after
being mailed, by first class postage prepaid registered or certified mail,
return receipt requested; in each case to the appropriate addressee and
telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may designate as to itself by notice to the other party):
If to Bright-star.
Brightstar Corp.
0000 X.X. 00xx Xxxxxx
Xxxxx, XX. 00000 X.X.X.
Attn: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxxxxxxxx.xxx
With a copy to:
Xxxxxxxxxxx & Xxxxxxxx LLP
Miami Center, Suite 2000
000 X. Xxxxxxxx Xxxx.
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
xxxxxxx@xx.xxx
If to CSI:
CSI Wireless LLC
0000 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxxxxxx@xxx-xxxxxxxx.xxx
b. All notices, demands, requests, statements or other
communications to be made or given hereunder shall be in the English language.
Any documents required to be delivered pursuant to this Agreement, which are not
in the English language must be accompanied by a correct English language
translation and in the event of any conflict between the original of the
document and the English language translation, the English translation shall
prevail.
37. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION
a. This Agreement and other Exhibits shall be governed by and
construed in accordance with the laws of the State of Florida, U.S.A. Each
Purchase Order placed under this
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
16
Agreement shall also be governed by and construed in accordance with the laws of
the State of Florida, The Parties expressly agree that the "United Nations
Convention on Contracts for the International Sale of Goods" shall not apply to
this Agreement.
b. Disputes arising out of or relating to the interpretation or
performance of this Agreement shall first be resolved through friendly
consultations. If such dispute cannot be resolved within thirty (30) days after
the commencement of consultation (or any extension thereof mutually agreed to by
the parties), either party may submit the dispute to mediation by a mutually
acceptable mediator to be chosen by Brightstar and CSI within twenty (20) days
after written notice by either Brightstar or CSI demanding mediation. Neither
Brightstar nor CSI may unreasonably withhold consent to the selection of the
mediator. Each party shall, bear its own costs of mediation, but Brightstar and
CSI will share the costs of the mediator equally. The mediation shall take place
in Miami Dade County, Florida, U.S.A. In any event, the mediation will be
conducted in English.
c. Any dispute, which cannot be resolved between the parties
through mediation within forty-five (45) days of the date of the initial demand
for any mediation by one of the parties, may then be submitted to any state or
federal court of competent jurisdiction Miami Dade County, Florida, U.S.A. for
resolution, which court shall have exclusive jurisdiction. The use of any
mediation procedures will, not be construed under the doctrines of laches,
waiver or estoppels to affect adversely the rights of either party.
38. ASSIGNMENT
Neither party may assign or delegate its performance under this Agreement to any
party without the other party's prior written consent.
39. SECTION HEADINGS
The section headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
40. SEVERABILITY
If any provision of this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement will not in any way be affected or impaired, and
all provisions are declared to be separate and distinct covenants. The parties
agree that if any provision is determined by any court to be invalid or
unenforceable because of the duration or scope of the, then the provision shall
be interpreted to extend over the maximum period of time and the maximum scope
which such court at that time or which any other court at any subsequent time
determines to be valid and enforceable.
41. CONFIDENTIALITY OF AGREEMENT. Each party hereto agrees not to disclose
to any third party the existence of this Agreement, or to disclose to any third
party its terms and conditions, except as reasonably necessary for purposes of
performing its obligations hereunder or as otherwise required by law, unless the
other party provides its prior written consent.
42. WAIVER AND AMENDMENTS
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
17
All amendments and other modifications of this Agreement shall be in writing and
signed by each of the parties. The parties may by written instrument waive
compliance with or modify any of the covenants or agreements made by the other
party contained in this Agreement. The delay or failure on the part of any party
to insist, in any one instance or more, upon strict performance of any of the
terms or conditions of this Agreement, or to exercise any right or privilege
shall not be construed as a waiver of any such terms, conditions, rights or
privileges. All rights and remedies shall be cumulative.
43. PUBLICITY
Except as otherwise required by applicable laws, neither parties shall issue any
press release or other public statement relating to this Agreement without
obtaining the prior approval of the other party concerning the content and the
manner of presentation and publication.
44. ENTIRE AGREEMENT
This Agreement contains the entire agreement and supersedes all prior agreements
between the parties relating to the subject matter of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
18
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives intending for this Agreement
to be effective as of the date stated on the first page of this Agreement.
BRIGHTSTAR CORP. CSI WIRELESS LLC
By: /s/ R. Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
------------------------------ --------------------------------
Name: R. Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: CEO Title: President
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
19
EXHIBIT A
CSI WIRELESS PRODUCT
REQUIREMENT
No. Home Run
[CSI WIRELESS LOGO]
Date 31/Jan/2003
TITLE HOME RUN TDMA/Analog Fixed Unit
Contents
1 SCOPE
2 DESCRIPTION AND APPLICATION
2.1 DESCRIPTION
2.2 APPLICATION
3 APPLICABLE DOCUMENTS
3.1 DEFINITIONS AND ACRONYMS
4 PRODUCT REQUIREMENTS
4.1 BASE UNIT SPECIFICATIONS
4.1.1 ENVIRONMENTAL
4.1.2 ELECTRICAL
4.1.3 RF
4.1.4 ACCESSORIES (TRANSCEIVER SHOULD ACCEPT THE FOLLOWING
ACCESSORIES TO ADD OR ENHANCE FUNCTIONALITY)
4.1.5 Mechanical
4.1.6 VISUAL INDICATORS
4.1.7 AUDIBLE INDICATORS25
4.1.8 DIAGNOSTIC TOOLS
4.1.9 USER FEATURES
4.1.10 CELLULAR IDENTIFICATION /AUTHENTICATION
4.1.11 KEYPAD AND DIALING FEATURES
4.1.12 POINT-TO-POINT SHORT MESSAGE SERVICES (SMS)
4.1.13 INTERFACES (AUDIO, DIGITAL)
4.1.14 AIR INTERFACE
4.1.15 CARRIER REQUIREMENTS
4.1.16 APPROVALS
4.2 SOFTWARE BASIC FEATURES
4.2.1 PHONE BOOK
4.2.2 RINGER/ALERT
4.2.3 ALARM/TIMER
4.2.4 LOCK/SECURITY
4.2.5 MESSAGE
4.2.6 OTHERS
4.2.7 Engineering Service
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
20
SCOPE
This document contains specific electrical, mechanical, environmental, and
general manufacturing and quality requirements.
DESCRIPTION AND APPLICATION
DESCRIPTION.
The Home Run product model is a low cost fixed residential unit. It
works as fixed cellular product in the TDMA and ANALOG 800 MHz
frequency band without WAP. With the inclusion of a state-of-the-art
TDMA radio design (Tiger Shark 3W design), and a cost optimized
telephone architecture, the Home Run product provides a significantly
reduced product cost as required for the Fixed Wireless market for 2003
and beyond. The product will be designed with a cost in $105 - $110 US
direct manufacturing cost.
APPLICATION
The Home Run unit has been designed to be used indoor only as a
residential phone.
APPLICABLE DOCUMENTS
DEFINITIONS AND ACRONYMS
ALT Accelerated Life Test
AMPS Advanced Mobile Phone System
BOM Xxxx of Material
C MSG A psophometric weighted filter used to measure the SINAD ratio
TDMA Time Division Multiple Access
DFE Design For Environment
DTMF Dual Tone Multi Frequency
EIA Electronic Industries Association
ESD Electrostatic Discharge
ESN Electronic Serial Number
PER Frame Error Rate
ID Identification
IMSI International Mobile Station identity
IS Interim Standard
LCD Liquid Crystal Display
LED Light Emitting Diode
WIN Mobile Identification Number
MO-SMS Mobile Originated Short Message Service
MT-SMS Mobile Terminated Short Message Service
NAM Number Assignment Module
NID Network Identification
Ni-CD Nickel Cadmium
OTA Over the Air Activation
OTAPA Over the Air Activation Parameter Administration
PET Product Environmental Template
PFFR Projected Field Failure Rate
PIN Personal Identification Number
PRI Product Release information
PST Product Support Tool
QPSK Quadrature Phase Shift Keying
RF Radio Frequency
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
21
RSSI Received Signal Strength Indicator
RX Receiver
SAR Specific Absorption Rate
SID System Identification
SINAD Signal-plus-noise-plus-distortion to noise-plus
-distortion ratio
TIA Telecommunications Industries Association
TMSI Temporary Mobile Station Identity
TSB Technical Service Bulletin
TX Transmitter
PRODUCT REQUIREMENTS
BASE UNIT SPECIFICATIONS
ENVIRONMENTAL
ITEM REMARK/VALUE FEATURE DESCRIPTION /USER MANUAL TEXT/APPLICABLE STANDERD
---- ------------ ---------------------------------------------------------
Operational Temperature 0(degree)C ~ +50(degrees)C Indoor use only
Range
Storage Temperature -10(degrees)C~+60(degrees)C Applicable standard :IS 137
ELECTRICAL
ITEM REMARK/VALUE FEATURE DESCRIPTION /USER MANUAL TEXT/APPLICABLE STANDERD
---- ------------ ---------------------------------------------------------
Operational Voltage 5.7V~6.3V, 6.0V nominal External power supply (AC to DC adapter supplied)
TDMA Talk time 20 min Full rate: Tx power = Tx Power Level 0. Measured
with backup battery (4 - AA Alkaline, 2500 xXxx min.)
TDMA Standby time 8 hours
AMPS Talk Time 15 min Tx power = 600mW (Power level 0). Measured with backup battery
(4 - AA Alkaline, 2500 xXxx min.)
AMPS Standby time 8 hours Measured with backup battery (4 - AA Alkaline, 2500 xXxx min.)
RF
ITEM REMARK/VALUE FEATURE DESCRIPTION /USER MANUAL TEXT/APPLICABLE STANDERD
---- ------------ ---------------------------------------------------------
Dual Mode Cellular AMPS-TDMA Applicable standard :IS 137
Operation Frequency Tx = 824.04- 848.97 MHz; 4- 893,9? MHz Applicable standard :IS 137
Rx = 869.04- 893.97 MHz;
Duplex Spacing 45 MHZ Applicable standard :IS 137
Frequency Stability TDMA: +/-200Hz Applicable standard :IS 137
AMPS: +/-2.5ppm
RF Outout level +25(degrees)C: +33.8dBm+1dB/-
1.8dB
0(degree)C ~ + 50(degree)C : 33.8dBm Compliance to TDMA 3W fixed unit. Not applicable
+2dB /-4dB standard IS 137
input / Output Impedance 50 Ohm (Nominal) Applicable standard :IS 137
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
22
Modulation TDM A: Offset QPSK AMPS: Analog FM, 8k Applicable standard :IS 137
deviation
Receive Sensitivity -110dBm(TDMA,3% Static BER) -116dBm (AMPS @ 12 dB Applicable standard: IS-137
SINAD, C-MSG weighted)
Channels AMPS: 832 channels Applicable standard :IS 137
Channel Spacing AMPS: 30KHz TDMA: 30KHz Applicable standard :IS 000
Xxxxxxxx / Xxxxxxxx Emissions Applicable Standard: IS-137
Transmit Duty Cycle Applicable Standard: IS-137
ACCESSORIES (TRANSCEIVER SHOULD ACCEPT THE FOLLOWING ACCESSORIES TO ADO OR
ENHANCE FUNCTIONALITY)
ITEM REMARK VALUE FEATURE DESCRIPTION / USER MANUAL TEXT / APPLICABLE STANDARD
---- -------------- ------------------------------------------------------------
Rechargeable Battery Pack N/A Battery Pack is to be provided with the phone.
Manual/User Documentation Yes Manual describing how to use the transceiver. Languages defined by marketing.
Quick Reference Card No Summary of The user manual
RS232 Data Cable No Cable to connect terminal to a computer serial RS 232 port for transfer data
to and from the terminal, use terminal as a modern, etc.
PCMCIA Fax/Modem Data Adapter No Fax/Modem in PCMCIA format compatible with the phone for data communication
MECHANICAL
ITEM REMARK / VALUE FEATURE DESCRIPTION / USER MANUAL TEXT / APPLICABLE STANDARD
---- -------------- ------------------------------------------------------------
Type Residential phone
Ergonomics Desktop base unit type LCD light
with round design,
lighted LCD with 1
icon line, two lines of
alphanumeric characters. 22
keys without backlight
Color(s)/Patterns 1 color scheme Base Unit and Handset in Pantone warm Xxxx,
Texture Housing texture Equivalent to mold- Tech # MT-100
Manufacturer's Logo Motorola Logo
Volume Base only 1886 cm(3)
Overall3685cm(3)
Weight Base Unit 837g
Power Supply 122g
Size Size in mm
-Length 221
-Width 209 Including Antenna
-Depth 80 Including handset
Antenna External monopole Field replaceable
RF Connector TNC
CSI Wireless-Brightstar Development and Manufacturing Agreement -Home Run
Project
23
VISUAL INDICATORS
Feature Description/User Manual text/Applicable
Item Remark/Value Standard
-----------------------------------------------------------------------------------------------------------------------------
Display
- Type LCD
- Lines 3
- Characters/line 15 alphanumeric digits on
bottom two lines,
top line is dedicated
time/date, "NEW" icon,
and two-numeric-digits for
memory location
- Pixels/character
- Number of Icons (Hard ICON) 3 "NEW" for voice message indicator, AM and PM
Display Light LED, Single Color Display illumination.
(Yellow-Green)
Visual Indicators
Signal Strength Soft Icon See Section 5.3.2
Battery Level N/A See Section 5.3.2
Digital Mode Letter "d" See Section 5.3.2
Short Message Service (SMS) No See Section 5.3.2
Roaming IRDS programmable text See Section 5.3.2
In Use Text, "Talk" or "Mute" See Section 5.3.2
No Service Text, "No Svc" See Section 5.3.2
Voice Mail Notification Icon See Section 5.3.2
Incoming Call Alert Yes When a call is incoming;
- An alert will sound.
Blinking "Call" message will be displayed.
Automatic Hyphenation No Automatically inserted hyphen each three digits
entered for a phone number
Auto Answer-On Not applicable Phone automatically answers incoming calls after two
ring cycles. Status of this feature can be checked
entering the menu.
Handset Volume adjustment Yes 8 levels - display characters
Call-in-Absence indicator with Phone will display the missed call count, but if
redial. network supports caller ID functionality, the caller
Yes number is stored in phone's memory & can be
displayed. You can place a call with caller number.
Banner Turning on the phone a banner, the day of the week,
month, date and time will appear on the display.
Yes Carrier can change the banner that appears on the
display.
Power Down Message Not applicable Message displayed when transceiver is turned off.
This message cannot be configured
CSI Wireless-Brightstar Development and Manufacturing Agreement-Home Run Project
24
AUDIBLE INDICATORS
Feature Description/User Manual text/Applicable
Item Remark/Value Standard
-----------------------------------------------------------------------------------------------------------------------------
Selectable Ringer Tone 4 Bells/15 melodies Down load not available
Silent Alert Yes
Keypad Feedback Tone Keys [1] through |0], [#] and [*], produce corresponding
Yes DTMF. Other keys produce single tone. Volume control is
seven levels plus off.
Ringer Volume Adjust Yes 7 levels plus off.
Service Warning - Lost TDMA No Audible tone that may be switched on/off
System
Service Warning - Dropped No Phone will beep when: 1) start to roam, 2} return to home,
Call 3) lose service, 4) find service - It may be switched On/off
Service Warning - Failed No It may be switched On/off
Origination
Battery Low Warning No Signaling indicating that battery charge is low. Should be a
message on the display.
Voice Mail Alert (sound and When a Voice Message is received, an icon will appear on
icon) the upper line of the display. If the voice mail beep is
Yes enabled, a two-tone beep (low, high) will be heard. . The
icon will stay on until the message is listened to and the
Service Provider signals your phone to turn the indicator
OFF.
SMS Alert (sound and icon) N/A
Minute Alert Turn this feature ON to hear an audible beep every minute
Yes and double beeps even/ 5 minutes during a call. The party
on the other end will not hear the beeps.
DIAGNOSTIC TOOLS
Feature Description/User Manual text/Applicable
Item Remark/Value Standard
-----------------------------------------------------------------------------------------------------------------------------
Hardware Diagnostic Yes Service manual describing how to use the hardware
Capability diagnostic capability (Ex. Rssi, Tx power buzzer, etc. test)
Software Diagnostic Capability Yes Use CAIT or DOS DM
Data Logging Capability Yes Logging capability must comply capturing and storing all
IS95-B air interface messages.
Data Analysis Tools Yes Use Npar tool
Audio/RF Break-Out Box Yes
Data interface No Compatible with DM
Protocol/Documentation
Self Diagnosis
Power-On Self Test No Only Non Volatile memory tested
Service Option 2 and 9 (8/13 N/A Applicable Standard: 1S-126A.CDG27
Kbit)
Settable and Retrievable No Applicable Standard: IS95-B Annex E
Parameters
Malfunction Detection No Applicable Standard: IS-95B item 6.5
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
25
USER FEATURES
Item Remark/Value Feature Description / User Manual text / Application Standard
----------------------------------------------------------------------------------------------------------------------------------
Language Options Yes English and Spanish
One Key Answer Yes, if handset is If already off-hook, answers with any key, except End, up, and
off-hook. down keys.
No, if handset If on-hook, only answers with handset pickup.
is on-hook.
Auto Answer No On/Off (The default is OFF), Turn Auto Answer ON to have your
phone automatically answer incoming calls after two ring
cycles.
Last Number Display/Redial Yes Press [SEND] to redial. You will see "Calling"
Call History Yes Last Calls List - keeps track of the last ten numbers you have
dialed.
Calling Number Presentation Yes Ability to display the phone number of the calling party.
Auto Redial Yes User selectable - in Menu "Directory - Auto Redial".
Memory dialing Yes By location, (but not by name).
One Key Dialing Yes FOR TWO NUMBERS: PRESSING "M1" OR HOLDING "1" KEY FOR TWO
SECONDS, NOTE: LOCATION 01 IS NOT THE LOCATION USED THE "1" KEY
SINGLE TOUCH NUMBER. A USER CAN ONLY ALTER THE "1" KEY SINGLE
TOUCH NUMBER BY USING A CODE, IN MENU "SECURITY - EMERGENCY #".
Speed Dialing Yes Press one digit (1-9) memory location + [SEND]
DTMF Tone Length Yes Ability to change duration of DTMF tone sent when a key is
pressed. Options are Short and Long. Default is Long. '
DTMF Mute Yes Ability to enable/disable DTMF tones sent to other end.
Voice Mute Yes Press [MUTE] to toggle microphone from ON to OFF. "Mute"
display is on (not blinking) when the microphone is OFF.
Emergency Number Yes Only 1. Number stored in the phone that can be dialed even
when the phone is looked, (Usually programmed with police dept
number, NOT user programmable).
Parameter Change - Security Code Not applicable Security code is used to access the features in Security
Options submenu. Priority Call must be on.
Hands-Free Operation Yes Speakerphone capability with speaker and a separate microphone
Analog Automatic PIN Dialing No
Ringer Mute on Incoming Call Yes Ringer volume set to off
Restricted Galls No Ability to restrict the call that can be placed. Specifies
types of restriction: Memory range. Emergency calls must always
be available
Keypad Back-light No Backlight for keyboard.
Voice Privacy No Applicable Standard: IS 136. Menu access, voice privacy
indicator on LCD.
Voice Privacy Default Setting Yes Default setting programming is specified in the PRI.
Convenience Features
Call Timer Yes Individual
Total Gall Timer Yes Cumulative
Resettable Call Timer No Call Timer starts at 0 on each call, cannot be reset during
call.
Subscriber Number Display Yes Ability to display the subscriber number programmed in the
CSI Wireless-Brighter Development and Manufacturing Agreement-Home Run Project
26
transceiver
Reset Yes Menu "System Options - Default Setting". Restores default
values, but does not affect values requiring codes to change.
Master Clear No
Call Waiting Yes Applicable Standard: IS53A Keypad (DTMF) must remain active
during conversation. Some Brazilian carriers use a sequence of
keys, like [2]+[SEND], to activate this function.
Call Forwarding Yes Applicable Standard: IS53A. Keypad (DTMF) must remain active
during conversation. Some Brazilian carriers use a sequence of
keys, like [2]+[SEND], to activate this function
Three-Party Call Yes Keypad (DTMF) must remain active during conversation. Some
Brazilian carriers use a sequence of keys, like [3]+[SEND], to
activate this function
Clock Yes Real time clock shown in display
Latin Characters Key - Characters (Motorola Proposal) ISO 8859-1
[2] A B C 2 A A A A C
NO [3] D E F 3 E E E
[4] G H 1 4 1
[5] J K L 5
[6] M N O 6 N O O O O
[7] P Q R S 7
[8] T U V 8 U U U
[9] W X Y Z 9
Special Characters Key - Characters (Motorola Proposal)
[1] Space. 1 @ ?!,&:;-"()'?|%$_
NO [0) + -0*/ = > < # Section [] ~
Soft Function Keys No
User Help Prompts No Messages displayed to guide user on how to proceed, when using
the menu
Service Warning -- dropped call No
Dial Tone Yes Simulation of wire line dial tone.
Distinctive Ringing No
Repeatable Time Beep No
Single Time Beep No
Silent Scratch Pad No No scratchpad feature.
CSI Wireless-Brighter Development and Manufacturing Agreement-Home Run Project
27
Qwert keyboard Not applicable Keyboard with key layout similar to a computer
Intelligent Keypad (predictive text) No Ability to predict next key entry when entering text
in phonebook or MO-SMS
Calculator No
FM Radio No
Games No
Calendar No
Handwrite Recognition No
Voice Recognition No
Hearing Aid Neutrality No
Hearing Aid Compatible No
Assistive Device Connection No
(enhanced 911)
CELLULAR IDENTIFICATION / AUTHENTICATION
Feature Description / User Manual text / Applicable
Item Remark/Value Standard
-------------------------------- ------------ ---------------------------------------------------
Serial & Part No - Base Unit Yes
Assembly and Accessories
Electronic Serial Yes Applicable standard; IS-136
Number(ESN)
Mobile Identification No.(MIN) Yes Applicable standard: IS-136
International Mobile Yes Applicable standard: IS-136
Subscriber Identification (IMSI)
Temporary Mobile Subscriber No Applicable standard: IS-136
Identification(TMSI)
Station Class Xxxx Yes Applicable standard: IS-136
Access Overload Class Yes Applicable standard: IS-136
TDMA Authentication Yes Applicable standard: IS-136
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
28
KEYPAD AND DIALING FEATURES
Feature Description / User Manual text / Applicable
Item Remark/Value Standard
-------------------------------- ------------ ---------------------------------------------------
Power On and Off No In this model the END key does not turn off
the Phone.
Level 1-8 (default is 3) - display Characters.
Adjustable Earpiece Volume The earpiece volume can be adjusted in menu
Controls Yes features or by pressing the [ ] or [v] while in
call.
Full Dialing Keypad Yes Keypad with 0 to 9 keys plus * and # keys
Clear Key Yes Key to clear an alphanumeric entry. Pressing the
key clears previous entered digit. Pressing and
hold clears entire entry.
Voice and Text Access/Retrieve No Dedicated key or keypad shortcut to easy
retrieve of voice and text messages.
Send (Call/Talk) Key Yes
End Key Yes
Keypad Lock Yes Once locked (programmable lock code), you can leave
the phone ON or turn it OFF and the phone will
remain locked. To unlock the phone it is just
necessary to enter a three-digit code, (Factory
programmed lock code is 123). You can still receive
when the phone is locked.
Auto Lock No Turning this feature ON the phone will
automatically lock itself each time the phone
is turned OFF.
Features Menu Key Yes
Phone Number 89 Locations Each location has a location number (not a name).
Storage/Memory Dialing Numbers are not editable. Memory dialing can be
made by location.
POINT-TO-POINT SHORT MESSAGE SERVICES (SMS)
Feature Description / User Manual text / Applicable
Item Remark/Value Standard
-------------------------------- ------------ ---------------------------------------------------
- IS-91 Extended Protocol Yes Applicable Standard: IS-637
Enhanced Services
- Cellular Paging Teleservice No Applicable Standard: IS-637
(MT/MO)
- Cellular Messaging No Applicable Standard: IS-637
Teleservice (MT/MO)
- Voice Mail Notification Yes Applicable Standard: IS-637
- MO-SMS in idle mode No Ability to end a text message to other
transceiver while in idle mode
- MO-SMS in conversation No Ability to send a text message while in conversation
- MT-SMS in idle mode Yes Ability to receive and store a text message while
in idle mode
- MT-SMS in conversation Yes Ability to receive and store a text message while
in conversation
SMS Message Type
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
29
- SMS Deliver Message No Applicable Standard: IS-637
- SMS Submit Message No Applicable Standard; 1S-637
- SMS Cancellation Message No Applicable Standard: IS-637
- SMS User Acknowledgment No Applicable Standard: IS-637
- SMS Delivery No You can request the network to send delivery
Acknowledgment Message reports about your text messages. Applicable
Standard: IS-637.
- SMS Storage Yes Text message is stored in the phone until
overwritten by a new text message.
- SMS Menu Access Yes "Last message" menu entry displays the text of
the last received text message.
- Message Display Yes Text message will be displayed on the bottom line
of the LCD. Scroll up/down keys are used to scroll
through the text message.
- SMS - Cell Broadcast No Cell Broadcast (CB-SMS) - provides for the
transmission of short message from a service
center to all reachable mobile stations within
one cell or group of cells
- SMS - Date Stamping No Each short message received is date stamped
MO-SMS to email No Ability to send text message from mobile terminal
to internet address
INTERFACES (AUDIO, DIGITAL)
Feature Description / User Manual text / Applicable
Item Remark/Value Standard
-------------------------------- ------------ ---------------------------------------------------
Half Rate at Cell Edge No The handset shall drop the vocoder rate to
half-rate upon receiving the appropriate message
from the base station (This feature will allow the
network to extend a subscriber's range at the cell
edge by dropping the subscriber's vocoder rate
Electro-Acoustical Interfaces Yes Applicable Standard: IS-125A
TDMA
Vocoder Compliance
- ACELP Yes
- VCELP Yes
Analog Data/Fax No CCITTV.32bis/GIII
Packet Data No
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
30
AIR INTERFACE
Feature Description / User Manual text / Applicable
Item Remark/Value Standard
-------------------------------- ------------ ---------------------------------------------------
Air Interface TDMA 800MHz Yes Applicable standard: IS-136
Air Interface AMPS 800MHz Yes Applicable standard : IS-95A(analog)/IS-98A/IS-553
Call In Progress Handoff
- TDMA 800 to TDMA 800 Yes Applicable Standard: IS-136
- AMPS to AMPS Yes Applicable Standard: IS-136
- TDMA 800 to AMPS Yes Applicable Standard: IS-136
Idle Handoff
- TDMA 800 to TDMA 800 Yes Applicable Standard: IS-136
- AMPS to AMPS Yes Applicable Standard: IS-136
- AMPS to TDMA 800 Yes Applicable Standard: IS-136
- TDMA 800 to AMPS Yes Applicable Standard: IS-136
Access Features
- NAM quantity 2 Applicable Standard: IS-136
- SID/NID List 1 entry Applicable Standard: IS-136
- Enhanced Roaming No Applicable Standard: IS-136
- Programming Lock No Applicable Standard: IS-136
- Digital Preferred Mode Applicable Standard: IS-136
Operation
(TDMA Search Efficiency/GAOM)
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
31
System Selection
-Preferred SID/NID List, Yes Applicable Standard: IS-136
-Restricted SID/NID List, Yes Applicable Standard: IS-136
number of Entries
=System Selection Process/
CDG Enhanced Roaming Yes Applicable Standard: IS-136
Over-the Air
Activation/Administration
Over-the Air Activation Yes Applicable Standard: IS-136
Over-the Air Administration Yes OTA Administration is the OTA network-initiated
process (described as OTA Parameter
Administration - OTAPA in IS-883A) that provides a
tool for the wireless service provider to update NAM
indicators and parameters. OTAPA-capable mobile
station should support a manufacturer-specific
means by which the user may disable and enable
an OTAPA for a given NAM. Applicable standard:
IS-683A
Slotted paging Mode Yes Applicable Standard: IS-136
Sleep Mode No Applicable Standard: IS-136
Service Negotiation Yes Applicable Standard: IS-136
CSI Wireless-Brightstar Development and Manufacturing Agreement-Home Run Project
32
CARRIER REQUIREMENTS
Item Remark/Value Feature Description / User Manual text / Applicable Standard
--------------------- ------------ ------------------------------------------------------------
Subsidy Lock Yes Collection of rules implemented in the transceiver to enable
ft to operate only in the infrastructure of one defined
carrier.
APPROVALS
Item Remark/Value Feature Description / User Manual text / Applicable Standard
--------------------- ------------ ------------------------------------------------------------
CTIA No
FCC Yes Part 15, Part 22
CDG No Test in Nortel and Lucent infrastructure.
Reliability Yes According Motorola and Narbitec agreement.
Safety and Disability Yes Product Safety and Compliance Planning Matrix
SAR Yes
DFE Yes Motorola PET 6.0
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
33
SOFTWARE BASK FEATURES
PHONE BOOK
Feature Remark/Value Feature Description / User Manual text
-------------------- ------------ -------------------------------------------
Recall by Yes Ability to locate a number in phonebook by
location its position
Recall by name No Ability to locate a number in phonebook by
its name
Last call list 10 numbers List of last numbers called. Specifies how
long the list is. When the list is full and
a new call is made, the new entry is saved
and the oldest entry in the list is lost
Incoming call list 20 numbers List of last incoming calls. Specifies how
long the list is. When the list is full and
a new call is received, and not answered,
the new entry is saved and the oldest entry
in the list is lost
Unanswered call list 20 numbers List of last unanswered calls. Specifies
how long the list is. When the list is full
and a new call is received and not
answered, the new entry is saved and the
oldest entry in the list is lost
Phone book status No Quantity of used and unused locations of
the phonebook
View my number Yes Ability to show terminal currently active
number
Number Preference No Ability to change between name/number
presentation for a phonebook entry when
making or receiving a call
Edit Name and No Ability to edit name and number from
Number phonebook entries using navigation, [CLR]
and [STO] keys. For phonebook supporting
more than one number per name, must exist
the ability to include a number for an
empty position
Erase Names Yes Ability to erase a chosen entry from the
and Numbers phonebook.
Personalized View No Ability to configure different views to the
of Memory Entries phonebook when it has more than one number
associated to each name entry
Calling Card Storing No Ability to have a number placeholder to
enter the destination number when using a
calling card. When placing a call to a
stored number with number placeholder, the
terminal will ask to enter the destination
number. The user enters the number and
press [SEND] to continue dialing processes.
The user can combine number placeholders
and pauses when storing a number in the
phonebook.
Suggested implementation:
- Enter the phone number to access the
calling card service provider
- Press [v] to insert number character. You
will see a "P" inserted in the number entry
- Enter next group of numbers. You can
enter pauses if necessary.
- Repeat previous two steps as many times
as necessary
- Press [STO], enter a two-digit location,
press [STO], enter a name, if you like,
pressing [STO] to finish. The terminal will
confirm the entry by displaying the
information stored
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
34
RINGER/ALERT
Feature Remark/Value Feature Description / User Manual text
-------------------- ------------ -------------------------------------------
Ringer type Xxxx: 4 Not downloadable.
Melodies: 15
Ringer volume 7 levels Ability to adjust ring's levels. While
plus off adjusting ring volume in standby mode,
terminal shall numerically display volume
levels and generate an audible feedback.
Volume selection shall be maintained
through power cycles.
One minute alert Yes Audible beep played at the end of every
minute during a call, with a double beep
every five minutes. Shall be configurable
on or off by the user
ALARM/TIMER
Feature Remark/Value Feature Description / User Manual text
-------------------- ------------ -------------------------------------------
Alarm No Ability to use the terminal as an alarm
clock. When an alarm is set, the alarm icon
is displayed when in standby. At the preset
time & date the terminal will alarm with
the selected ring selection.
World time No Ability to show the time in selected cities
(Sao Paulo, Seoul, Sydney, Tel Aviv, Tokyo,
Toronto, Athens, Baghdad, Bombay, Buenos
Aires, Caracas, Hong Kong, Honolulu, Los
Angeles, La Paz, Lima, London, Madrid,
Mexico, Miami, Monterrey, Moscow, New York,
Paris, Rio de Janeiro and Rome).
LOCK/SECURITY
Feature Remark/Value Feature Description / User Manual text
-------------------- ------------ -------------------------------------------
Lock the phone Yes Ability to lock the phone. Only emergency
calls are allowed. Lock can be selected on
or off and shall be maintained through
power cycle
Emergency call 1 Quantity of emergency number available
Change lock code Yes Ability to change the lock code by the user
Delete list No Ability to delete the call history list on
each as last call list, incoming call list,
unanswered call list.
Call restriction No Ability to restrict the calls that can be
originated. In restricted level (level 1)
only call placed from memories 01 to 09 can
be originated. Emergency calls must always
be available.
Master reset Yes Returns all user-selectable options back to
factory settings, except those requiring
codes to change.
Master Clear Yes Only available as a service command, not
mentioned in user guide. Clear all
user-selectable options, resettable timer,
phonebook and messages.
Change NAN Yes If dual NAM option is enabled, a menu for
selecting NAM 1 and NAM 2 will appear under
the 'System Options' menu. On NAM change,
phone will reset itself and register with
the new settings. Default setting for the
NAM option is defined in the PRI.
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
35
MESSAGE
Feature Remark/Value Feature Description / User Manual text
------- ------------ --------------------------------------
Voice message Yes When a voice mail notification is received from the operator,
an icon is displayed. The icon is turned off by a notification
message sent by the operator when the message had been read
Text Message
Priority No Ability to select the priority of the outgoing text message
between Normal, Urgent and Emergency. Default is Normal
Inbox No Storage of received text messages. Specifies quantity and size,
in characters, of the messages.
Outbox No Storage of sent text messages. Specifies quantity and size, in
characters, of the messages.
Send and Receive Call No Ability to send and receive a call back number in a text message
Back Number
Return a Call to all Back No Ability to return a call to a phone number received in a
Number text message
Delete message No Ability to delete messages. Shall be providing option to delete
selected or all messages in the memory. Deleted message cannot be
recovered.
CSI Wireless--Brightstar Development and Manufacturing Agreement - Home Run
Project
36
OTHERS
Feature Remark/Value Feature Description / User Manual text
-----------------------------------------------------------------------------------------------------
Back-light select No Ability to select time that display and keypad
(display and Keypad) backlight will remain on. Recommended times measured
after last key pressed: 15 sec, 30 sec, always on,
always off. When terminal is connected to a hands
free car kit, backlight shall change to always on
Change banner No Message shown in display when in standby mode. Shall
be configurable by the user
PowerDown Message No Message temporally shown in display during power down
after battery message. Not configurable
Auto Answer No Ability to automatically answer an incoming call
after two ring cycles. Shall be selectable on or off
Language select English/Spanish Ability to select language of prompt messages.
DTMF length Yes Ability to select DTMF tones duration between short
(fixed at approximately 90 milliseconds) and long (as
long as the key is held). User selectable using Menu
"Tone Control - DTMF Tone".
Speed dialing Yes Ability to place a call for a phonebook location by
pressing one-digit location number (1-9) and [SEND]
key
Pause dialing No Ability to store PIN numbers, account numbers, etc.
in the same location of the automatic service number.
These group of numbers are separated by a special
character that tells the terminal to wait [SEND] key
before send each group
Self-number No Automatically insertion of terminal number if a call
transmission back number is not specified in MO-SMS Scratch pad
memory No
Unanswered call Yes When calls are unanswered a message is displayed with
the number ot calls. If the carrier has a caller ID,
the last unanswered call numbers are stored in
unanswered call list
Caller name delivery No Ability to display messages sent by the service
provider together with calling line identification
number. It depends on service provider.
CSI Wireless-Brightstar Development and Manufacturing Agreement-Home Run Project
37
Engineering Service
Feature Remark/Value Feature Description / User Manual text
------- ------------ --------------------------------------
View SW version Yes Ability to display version of the
software running in the terminal. It is
located at MENU # 626 # MENU
NAM The Product Support tool or the
programming, Yes keypad may be used for NAM programming,
If dual NAM option is enable, the
service procedures for NAM programming
and A-key programming will have an
option to select between the two NAMs.
Vocoder select No Not selectable.
Customer
Support Tooi Yes Product Support Tool running on a PC.
View Field Yes Menu "Monitor - Channel" and other
condition Monitor displays.
Upgradeable Ability to download a new software
Software/Flash version for the transceiver using a
Memory Yes computer. This function must be
available only for manufacturing tests
or technical service centers
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
38
Exhibit B
PROJECT SCHEDULE
(Assumes No New Plastics)
DESCRIPTION DATE
----------- ----
1.Product Requirements/Feature Closure Jan, 14
2 Prototypes Complete March 31
3 Pre-Production Units Available May 1
4 Certification Testing May 1 - June 7
5 Motorola and Carrier Testing June 7 - June 28
6 First ALT June 16 - June 30
7 Second ALT July 14 -July 28
8 Manufacturing Line Certification July 15- July 31
9 Ship Approval July 31
10 First Commercial Shipment July 31
11 First 10K Units Shipped August31
12 Achieve 6.25K/Wk Output September 15
(Assume new Plastics)
DESCRIPTION DATE
----------- ----
1 Product Requirements/Feature Closure Jan. 14
2 Prototypes Complete March 31
2 Pre-Production Units Available June 15
4 Certification Testing June 15 - July 22
5 Motorola and Carrier Testing July 22 - August 8
6 First ALT July 1 - July 15
7 Second ALT August 1 - August 15
8 Third ALT September 1 - 15
8 Manufacturing Line Certification September 8 - 22
9 Ship Approval September 30
# First Commercial Shipment September 30
# First 10K Units Shipped October 31
CSI Wireless -- Brightstar Development and Manufacturing Agreement - Home Run
Project
39
EXHIBIT C
PRICING AND BUSINESS MODEL
PRODUCT TRANSFER PRICE -- Product will be sold by CSI to Brightstar at a price
calculated as follows:
Product Product CSI
Transfer == Manufacturing + Incremental
Price Cost Costs
Per Unit Per Unit
DEFINITIONS:
A. PRODUCT MANUFACTURING COST PER UNIT means the direct cost incurred by CSI to
manufacture and deliver a Product to the Delivery Point.
B. INCREMENTAL COSTS means the total of CSI Incremental Costs and the Brightstar
Incremental Costs as defined in this Exhibit C.
C. CSI INCREMENTAL COSTS means the mutually agreed costs expected to be incurred
by CSI over the following six month period for the following activities:
1. Sustaining Engineering Support,
2. Manufacturing Support, and
3. Seedstock.
D. CSI INCREMENTAL COSTS PER UNIT means the result obtained when the CSI
Incremental Costs are divided by the mutually agreed expected volumes to be
delivered by CSI to Brightstar in the following six month period.
E. BRIGHTSTAR INCREMENTAL COSTS means the mutually agreed costs expected to be
incurred by Brightstar over the following six month period for the following
activities:
1. Licensing and Branding,
2. Warranty Support,
3. Co-op Funds (including training costs)
4. Warehousing, Logistics and Sales Agent Commissions
5. Taxes, duties and other government imposed fees.
F. BRIGHTSTAR INCREMENTAL COSTS PER UNIT means the result obtained when the
Brightstar Incremental Costs are divided by the mutually agreed expected volumes
to be delivered by CSI to Brightstar in the following six month period.
G. CSI GROSS MARGIN means [***]% of the Margin Per Unit.
H. MARGIN PER UNIT means the result obtained in the following pro forma
calculation for the following six month period:
Selling Price per unit XXXX
Less:
Product Manufacturing Cost per Unit (XXX)
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
40
CSI Incremental Costs per Unit (XXX)
Brightstar Incremental Costs per Unit (XXX)
----
Equals:
Margin Per Unit XXX
====
I. THE SELLING PRICE PER UNIT means the end customer selling price for each
customer.
OTHER MATTERS
A. MANUFACTURING CHARGES. For purposes of estimating the Product Manufacturing
Costs, CSI will use standard costs quoted by its external manufacturer. The
following manufacturing costs will be mutually reviewed and upon agreement
shared equally by the patties:
Positive or negative purchase price variances,
Idle time charges, or
Other manufacturing charges,
Where such amounts are incurred, CSI will invoice Brightstar and Brightstar will
pay any such invoiced amounts within thirty (30) days of receipt of the
invoice, except that Brightstar will have no obligation for manufacturing
charges which arise due to Product design or CSI's failure to prudently manage
the external manufacturer.
B. COST DEFINITIONS. For purposes of this Agreement, the categories of
incremental costs are defined as follows. For greater certainty, it is
understood that these cost categories represent incremental costs associated
with carrying on the business activities described in this Agreement and
should include no allocations for overhead, facilities and any other
administrative items.
CSI Incremental Costs:
1. "Sustaining Engineering Support" means the salary and benefits costs
of incremental staff required by CSI to support design and
performance issues relating to the Product plus any materials,
services, leases or similar costs directly related to this activity.
This staff will also perform small feature addition activities of
typically less than 1 - 2 weeks effort.
2. "Manufacturing Support" means the salary and benefits costs of
incremental staff required by CSI to support the procurement,
manufacturing and quality issues relating to the Product plus any
materials services, leases or similar costs directly related to this
activity.
3. "Seedstock" means the direct cost to manufacture and deliver the
seedstock ([***]% free units) required per Section 24(c).
Brightstar Incremental Costs:
1. "Licensing and Branding" means the cost associated with the royalty
fees paid to Motorola, Inc. for the use of its TDMA technology
patents, the use of its brand and the management of the cost of
overall business transaction and management by Narbitec, LLC. Said
"Licensing and Branding" Cost is [***]% of the product sales price
to Brightstar's customer, or, if Brightstar negotiates revised
pricing for these items, such revised amounts.
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
41
2. "Warranty Support" means the cost associated to provide the consumer
warranty service on the product. Said "Warranty cost is [***]% of
the Product Transfer Price
3. "Co-op" means the cost associated in promoting the product and its
brand. Said Co-Op" cost is estimated to be [***]% of the product
sales price to Brightstar's customer.
4. "Warehousing, Logistics and Sales Agent Commissions" means the
direct cost associated with Product warehousing, logistics and
inventory management, including salaries and benefits of direct
staff, freight and other direct costs. Also included are Sales
Agent Commissions associated directly with the sales of the product
in specific countries.
5. "Duties" means the cost associated with the payment of import duties
when the product is imported in a country by Brightstar or its
subsidiaries.
C. PRELIMINARY ESTIMATE OF INCREMENTAL COSTS. The following table summarizes the
preliminary estimate of CSI and Brightstar Incremental Costs for purposes of
Section 12(c) of this Agreement. These preliminary cost estimates are based on a
selling price to the end customer of $[***] and an annual volume of [***] units.
CSI INCREMENTAL COSTS:
1. Engineering Support $[***]
2. Manufacturing Support [***]
3. Seedstock [***] - [***]% of CSI manufacturing and
delivery costs
BRIGHTSTAR INCREMENTAL COSTS:
1. Patents and Branding $[***] - [***]% of Brightstar sales price
to customer
2. Warranty Support [***] - [***]% of Product Transfer Price
3. Co-op [***]
4. Warehousing, Logistics [***]
and Sales Agent
Commissions
5. Duties [***]
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
42
EXHIBIT D
LONG LEAD PARTS
(TO BE UPDATED BASED ON FINAL DESIGN)
LONG LEAD TIME PART LIST
SPECIFICATION/
NO DESCRIPTION TREATMENT VALUE/MATERIAL MANUFACTURE Country(Origin) Lead Time
-- ----------- --------- -------------- ----------- --------------- ---------
1 VCD DRRAA8-D31A 983-1060MHz ALPS Japan 12 weeks
2 MCF MF1119U TMFS-5(119.64MHz) TOKYO DENPA Japan 12 weeks
3 Varactor Diode SMV1255-079 SC79 Alpha Semi USA 16 weeks
0 XX Xxxxxxxx XX0000XXX pSOIC Analog Devices USA 12 weeks
5 AMPS/TDMA PA RM805-17 6 x 5mm,LCC CONEXANT USA 12 weeks
6 AMPS Duplexer KFF6686A CTS USA 12 weeks
7 Board to Board 14-5045-040-030-829 40pin ELOO Japan 12 weeks
Connector
8 Board to Board 14-5046-020-130-829 20pin ELOO Japan 12 weeks
Connector
9 Load Switch FDC6329L 6pin,SSOT XXXXXXXXX Korea 12 weeks
10 RF Transformer SLT-009TG-012 HITACHI METALS Japan 12 weeks
11 LNA/MIXER MAX2321EUP-T 20pin,TSSOP MAXIM USA 16 weeks
12 Transmitter MAX2364ECM-T 48pin,TQFP-EP MAXIM USA 16 weeks
13 VC-TCXO 5609A-ANLSI 19.44MHz NDK/TOKYO Japan 12 weeks
TTS05V2 DENPA(XXX)
14 Baseband Processor PO3610C 180pin,FFEGA PraireComm USA 16 weeks
15 IF Receiver SATURN 28pin,QSOP ZARLINK U.K 12 weeks
(MGCR01/KG/QPIS)
16 TDMA/AMPS Baseband SCORPIO 48pin,TQFP ZARLINK U.K 12 weeks
Interface (MGCM01/PR/TPIN)
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
43
EXHIBIT E
SERVICE AND REPAIR
1. Lists of components, assembly, service tools and equipment parts,
including supplier address, contact person, phone and fax number;
2. Assembly and service tool mechanical drawings indicating materials
and dimensions;
3. A minimum of two completes sets of service assemblies and service
tools for each instructor attending the first training class;
4. Product (including accessory) and component specifications,
blueprints, drawings and samples;
5. Schematics and overlays with troubleshooting waveforms;
6. Troubleshooting flow charts and documentation detailing test mode
and test commands;
7. A service and repair manual (including a theory of operation for
each portion of the circuitry), and additional service training
aids, for each Product (including accessories), all written in
English;
8. Object code copies of the software used to tune, test, control, and
program the Products; any technical documentation detailing the
tuning, test, and control specifications; and any specific cables
required for to cables to tune, test, control, and program the
Products, to be delivered at least sixty (30) days prior to the
first Product shipment, to enable Brightstar to develop automated
service test programs;
9. A minimum of five sets of service cables for the Products, together
with cabling diagrams to be delivered at least thirty days prior to
the first Product shipment to enable Brightstar to construct
additional sets;
10. A minimum of five software flash boxes/cables with schematics
(including board artwork layouts, software, etc.) to be delivered at
least sixty 30 days prior to the first Product shipment to enable
Brightstar to construct additional boxes and conduct field
acceptance testing;
11. Whatever other technical information or equipment is required for
Brightstar's testing, programming, service, or repair of the
Products (including accessories), or completion of the assembly of
SKD Product; and
12. A minimum of 5 sets of software product support tools to control ID
transfer and flexing, including cables or interface units required
to perform these operations.
CSI Wireless-Brightstar Development and Manufacturing Agreement - Home Run
Project
44
