RESEARCH AND DEVELOPMENT CONTRACT:
1000BASE-T GIGABIT ETHERNET PHY CHIP
This Research and Development Contract (the "AGREEMENT") is made this 1st day
of July, 1999 (the "EFFECTIVE DATE") between Silicon Image, Inc., a California
corporation with its principal place of business at 00000 Xxxx Xx, Xxxxxxxxx,
Xxxxxxxxxx 00000 ("SIL") and the Inter-University Semiconductor Research
Center of Seoul National University, located in Seoul, Korea ("ISRC") (As
used herein, "PARTY" or "PARTIES" will refer to Sil, ISRC, or both, as the
case may be.)
1. OBJECTIVE.
Sil requests ISRC to conduct research and development on "1000BASE-T
Gigabit Ethernet PHY". The specific objectives of the research to be conducted
are described in Exhibit A ("the Project").
2. PERIOD OF THE RESEARCH.
This Agreement will provide funding for research activities for a
period of eight (8) months.
3. OBLIGATIONS BY ISRC.
3.1. USE OF RESEARCH FUNDS. The research funds provided by Sil to
ISRC may only be used to cover expenses directly or indirectly related to the
Project. A complete accounting of the use of the research funds and expense
reports with receipts for any equipment purchased must be provided in the
final report, described below.
3.2. PROJECT LEADER. ISRC will designate Xxxxxxxxx Xxxx-Xxxxx Xxxxx
as the faculty member in charge of this project. Xx. Xxxxx will be the
primary technical and university contact for Sil for all technical and
administrative issues related to the Project for the Term of this Agreement
("Project Leader").
3.3. PROGRESS REPORTS AND SEMINARS
3.3.1. Progress Reports. Within thirty (30) days of the end of
each calendar quarter, ISRC will submit to Sil the status and accomplishments
of all research and development activities related to the Project ongoing
during the quarter just ended. Within sixty (60) days after termination of
this Agreement, ISRC will submit a final report to Sil detailing the overall
project history, accomplishments, success and failures of the Project.
3.3.2. Seminars. At most twice yearly, the Project Leader will
provide Sil with a technical seminar at Sil's headquarters in California,
USA, covering the research projects undertaken as part of this Agreement, as
well as other research areas of interest to both Parties. Sil will cover all
travel expenses associated with the seminar for the Project Leader and up to
two (2) students participating in the Project.
3.4. PRODUCTIZATION COOPERATION. The Project Leader will support
and help Sil in Sil's efforts to productize the results of the Project, if
Sil chooses to do so. This includes traveling to Sil to providing technical
assistance to Sil's development programs. Sil agrees to assume all travel
expenses associated with such cooperation and assistance.
4. OBLIGATIONS BY SIL.
4.1. PROJECT FUNDING. Sil will provide a total of $120,000 to ISRC
to conduct the research and development associated with the Project. The
funding will be paid as follows;
- $40,000 within fifteen (15) days after the signing of this
Agreement;
- $40,000 by August 1, 1999;
- $40,000 by December 1, 1999.
5. INTELLECTUAL PROPERTY OWNERSHIP.
All right, title and interest in and to any and all designs, discoveries,
inventions, products or product ideas, research results, measurement data,
computer programs, test or other reports, patents and other intellectual
property, and system, PCB or semiconductor prototypes (collectively "Design
Materials") conceived or developed as part of the Project shall at all times
be and remain with Sil.
6. CONFIDENTIALITY.
6.1. DEFINITION. Sil and ISRC acknowledge that, in the course of
performing their obligations hereunder, ISRC will obtain information and
materials from Sil and knowledge about the business, products, programming
techniques, experimental work, customers, clients and suppliers of Sil and
that all such knowledge, information and materials acquired, the existence,
terms and conditions of this Agreement, and the Designs and Materials, are
and will be the trade secrets of Sil (collectively "CONFIDENTIAL INFORMATION").
Such Confidential Information includes without limitation any and all
intermediate and final results and materials from the Project.
6.2. OBLIGATION. ISRC agrees, for itself, its faculty (including
the Project Leader), students and employees that it will (a) use the other
Sil's Confidential Information only in connection with fulfilling its
obligations under this Agreement; (b) hold Sil's Confidential Information in
strict confidence and exercise due care with respect to its handling and
protection, consistent with its own policies concerning protection of its own
Confidential Information of like importance; (c) not disclose, divulge or
publish Sil's Confidential Information except to such of its responsible
faculty, employees and student who have a bona fide need to know to the
extent necessary to fulfill ISRC's obligations under this Agreement; and
(d) instruct all such persons not to disclose Sil's Confidential Information
to any third parties, without the prior written permission of Sil.
6.3. EXCEPTIONS. The obligations set forth in Section 6.2 will not
apply to Sil's Confidential Information which (i) is or becomes public
knowledge without the fault or action of ISRC; (ii) is received by ISRC from
a third party, without restriction as to use or disclosure;
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(iii) ISRC can document was independently developed by it; (iv) is required
to be disclosed pursuant to law, provided ISRC uses reasonable efforts to
give Sil reasonable notice of such required disclosure; or (v) is or becomes
available ISRC on an unrestricted basis from Sil.
6.4. NON-DISCLOSURE AGREEMENTS. ISRC represents that to the best of
its knowledge, at the Effective Date, all ISRC faculty (including the Project
Leader), employees and students with access to the Sil Confidential Information
have executed ISRC non-disclosure agreements or are otherwise under written
obligation of non-disclosure which, inter alia, require such persons to
maintain the confidentiality of Confidential Information of third parties
received by ISRC. ISRC agrees that during the Term of this Agreement, it
shall use reasonable efforts to assure that all additional ISRC faculty,
students and employees will execute ISRC non-disclosure agreements prior to
have access to the Sil Confidential Information or working on the research
covered by this Agreement.
7. MODIFYING THE AGREEMENT.
The scope, nature, duration and funding of Project may be modified at
any time if agreed to in writing by both Parties.
8. TERM AND TERMINATION
8.1. TERM. The Term of this Agreement is eighteen (18) months.
8.2. TERMINATION.
8.2.1. Material Breach. If either Party materially breaches
any term or condition of this Agreement and fails to cure that breach within
thirty (30) days after receiving written notice of the breach, the other
Party shall have the right to terminate this Agreement any time after the end
of such thirty (30) day period.
8.3. EFFECTS OF TERMINATION.
8.3.1. Return of Silicon Image Confidential Information. ISRC
shall return or destroy all copies of the Silicon Image Confidential
Information of the Sil within thirty (30) days after the effective data of
the termination. At the request of Sil, the Project Leader will certify in
writing that ISRC has complied with this obligation.
8.3.2 No Liability for Damages. Neither Party will be liable
for damages of any kind as a result of exercising its right to terminate this
Agreement according to its terms, and termination will not affect any other
right or remedy at law or in equity of either Party.
8.3.3. Survival. The rights and obligations of the parties
under Sections 5 (Intellectual Property Ownership) and 6 (Confidentiality),
will survive the termination or expiration of this Agreement.
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EXHIBITS
Exhibit A. Research Project Proposal
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
Silicon Image, Inc. Inter-University Semiconductor
Research Center of
Seoul National University
By: /s/ Xxxxx X. Xxx /s/ Young June Park
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Name: Xxxxx X. Xxx Xxxxx June Park
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Title: Chairman & CEO Director
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Date: 6/14/99 6/21/99
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EXHIBIT A
RESEARCH PROJECT PROPOSAL
The research project covered by this Agreement shall focus on the following
areas:
1. High-speed analog and digital circuits for 1000BASE-T PHY including
Echo and NEXT (Near-End Crosstalk) canceller
Timing recovery algorithms and PLL
Viterbi Decoder and Scrambler
2. Implementation of such technologies to mixed-signal VLSI chip.
3. NIC design to incorporate the above technologies.
