EXHIBIT 10.19
PRODUCT DEVELOPMENT AGREEMENT
BETWEEN
PATH 1 NETWORK TECHNOLOGIES INC.
AND
BARCONET, N.V.
THIS PRODUCT DEVELOPMENT AGREEMENT ("Agreement") is entered into
effective as of February 5, 2001 ("Effective Date") between Path 1 Network
Technologies Inc. ("Path 1"), a Delaware corporation located at 0000 Xxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, and BarcoNet, N.V. ("BarcoNet"), a
Belgian public limited liability company located at Xxxxxxxxxxxxxx 00, X-0000
Xxxxxxxx, Xxxxxxx (hereinafter collectively "the Parties").
RECITALS
WHEREAS, Path 1 has developed certain proprietary technology
("Technology") and desires to develop a PGA-100 system using the Technology
and deliver prototypes thereof (the "Products") to BarcoNet in exchange for
the compensation set forth herein; and,
WHEREAS, BarcoNet desires Path 1 to perform certain engineering services
in connection with the Product, including the development, testing and
delivery of the Product for and to BarcoNet; and,
WHEREAS, BarcoNet desires to manufacture and sell a PGA-100 system based
on the prototypes delivered by Path 1 ("BarcoNet Product"); and,
WHEREAS, Path 1 also desires an option to purchase and resell the
BarcoNet Product.
NOW, THEREFORE, in consideration of the mutual promises contained herein
the Parties agree as follows:
TERMS AND CONDITIONS
1. DEFINITIONS.
1.1 "Acceptance Test" means the test of the Product to be jointly
performed by Path 1 and BarcoNet based on the Acceptance Test Plan.
1.2 "Acceptance Test Plan" or "ATP" means the test criteria and test
procedures mutually agreed upon by the Parties to ensure the Product's
compatibility with the Specifications as set forth in "Exhibit A". The
parties shall use reasonable efforts to ensure that the ATP will be
submitted by BarcoNet and agreed upon by Path 1 on or before March 1,
2001. "Exhibit B", attached hereto, is a requirement set for the proof
of concept.
1.3 "BarcoNet Deliverables" means, collectively or individually, the
Product proof of concept requirements ("Exhibit B"), enclosure design,
delivery of thirty (30) Enclosures, design recommendations, the
Acceptance Test Plan, Customer Furnished Equipment for the Acceptance
Test Plan, and review of all the Xxxx of Materials.
1.4 "BarcoNet Product" means the PGA-100 system manufactured by BarcoNet
using the Technology from Path 1.
1.5 "Beta Unit" or "Unit" means the Product. More detailed information
on the Beta Unit is contained in Exhibit C to this Agreement.
1.6 "Xxxx of Materials" or "BOM" means the identification by
manufacturer and model of certain components and subsystems integrated
into the Product and the source from which such materials compliant with
the Specifications may be obtained.
1.7 "Customer Furnished Equipment" means equipment furnished by BarcoNet
or its customers for use by Path 1.
1.8 "Enclosure(s)" means the box provided by BarcoNet for encasement of
the Product.
1.9 "Intellectual Property Rights" means all current and future trade
secrets, copyrights, patents and other patent rights, trademark rights,
service xxxx rights, mask work rights and any and all other intellectual
property or proprietary rights now known or hereafter recognized in any
jurisdiction.
1.10 "Path 1 Deliverables" means, collectively or individually, the Xxxx
of Materials, Product requirements, proof of concept (Exhibit B), final
mother and daughter board layout, preliminary BOM, preliminary user's
manual, manufacturing and assembly instructions, acceptance test
plan/procedures, two (2) engineering samples and twenty-five (25) units
of the Product.
1.11 "Path 1 Know-How" means the proprietary techniques, inventions,
practices, methods, knowledge, designs, skill and experience relating to
the Technology and the Product which Path 1 discloses to BarcoNet under
this Agreement.
1.12 "Path 1 Patents" means patents related to the subject matter of this
Agreement issued as of the date hereof and the patents to issue after the
date of this Agreement on patent applications entitled to a filing date
prior to execution of this Agreement related to the subject matter of
this Agreement, including without limitation all foreign counterparts,
all substitutions, extensions, reissues, renewals, divisions,
continuations and continuations in part relating to such patents and
their foreign counterparts, and which are owned or controlled by Path 1
(where "controlled" means licensed-in by Path 1 with a royalty- free
right to grant sublicenses).
1.13 "Path 1 Technology" means (i) the inventions, designs, discoveries
and processes claimed in the Path 1 Patents and (ii) the Path 1 Know-How.
1.14 "Services" means the work and labor necessary for the performance of
the respective obligations of the Parties to this Agreement.
1.15 "Specifications" means the mechanical, engineering, operational
and/or functional descriptions, details and requirements for the Product
as set forth in Exhibit A as the same may be modified as provided herein.
Included are any standards for performance or operation of the item to
which such Specifications pertain.
2. SCOPE OF WORK.
2.1 Services. Upon the terms and conditions set forth in this
Agreement, each party will be responsible for obtaining all of the
technology, labor, material, tooling and facilities necessary for the
completion of its portion of the Services, except as otherwise set forth
in this Agreement.
2.2 Agency Approvals. The Parties agree that Path 1 shall be
responsible for supporting all board level and power supply changes
required to meet CE and UL approval, and BarcoNet shall be responsible
for obtaining the CE and UL approval. Path 1 and BarcoNet agree to form
a joint certification team to obtain any other governmental or necessary
private agency approvals or certification necessary for the Product
and/or the BarcoNet Product in the United States and Belgium and to use
reasonable efforts to obtain such approvals or certifications. The
actual costs and filing fees for the submission for such approvals in the
Unites States and Belgium and such other jurisdictions as the Parties
mutually agree in writing shall be borne by BarcoNet. In order for Path
1 to perform its reasonable efforts obligations hereunder, BarcoNet shall
provide Path 1 with customary English language summaries of the
specifications of each individual jurisdiction's requirements where
agency approval is sought. Each party shall provide all reasonable
assistance to the other for obtaining approvals and certifications for
the Product and/or BarcoNet Product, including use of any relevant
testing, test results, documents, applications and approvals and
certificates with regard to the Product and/or BarcoNet Product. In the
event other governmental or private agency approvals or certifications
are necessary, BarcoNet shall bear the cost of any Path 1 travel,
lodging and related expenses incurred in support of approval activities
in connection with the Product and/or BarcoNet Product. Except as set
forth above, all costs for agency approvals for other jurisdictions shall
be borne fully by the party seeking such approvals, unless otherwise
mutually agreed.
2.3 Xxxx of Materials Approval. The Xxxx of Materials shall be subject
to review and approval by BarcoNet, and all component vendors providing
materials set forth on the Xxxx of Materials shall be subject to
qualification as a vendor to BarcoNet under BarcoNet's standards for
vendor certification then in effect. Such approval shall not be
unreasonably withheld. Notwithstanding anything to the contrary
contained herein, neither such BarcoNet approval nor such vendor
qualification shall be a basis for any rejection of the Product, or
condition precedent to, or a basis for any delay in, acceptance of the
Product hereunder.
2.4 Application Program Interface. Path 1 shall make reasonable efforts
to provide an application program interface to be agreed to by both
BarcoNet and Path 1 that will give BarcoNet the capability to tailor the
Product to specific customer requests. The intent of the application
program interface shall be within the scope and costs of this contract
and shall adhere to the intellectual property rights of Path 1.
3. COMPENSATION; COLLATERAL; INTELLECTUAL PROPERTY RIGHTS.
3.1 Compensation. BarcoNet agrees to pay Path 1 a Non-Recurring
Engineering Fee ("NRE") equal to One-Million Seven-Hundred Thousand
United Stated Dollars (US$1,700,000) as follows:
3.1.1 Two-Hundred Thousand United States Dollars (US$200,000)
previously paid pursuant to the Parties Agreement to Negotiate dated
December 22, 2000 shall be automatically applied to the NRE;
3.1.2 Two-Hundred Thousand United States Dollars (US$200,000) shall
be delivered to the escrow agent (Paul, Hastings, Xxxxxxxx and
Xxxxxx or other mutually agreed upon escrow agent) upon execution of
this Agreement. BarcoNet will instruct the escrow agent to deliver
the Two-Hundred Thousand United States Dollars (US$200,000) to Path
1 upon mutual agreement of the escrow instructions;
3.1.3 One Million United States Dollars (US$1,000,000) shall be
paid to Path 1 on or before March 1, 2001, following the drafting
and joint acceptance of the Acceptance Test Plan as evidenced by
signatures of each Party's respective Program Managers. This
payment shall constitute an advance which is refundable if the
Product does not pass a satisfactory Acceptance Test by September
15, 2001;
3.1.4 Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$100,000) shall
be paid to Path 1 upon completion of an Acceptance Test now
scheduled for June 8, 2001 and delivery of the first ten (10) Units;
and
3.1.5 Two Hundred Thousand United States Dollars (US$200,000) shall
be paid to Path 1 upon delivery of the remaining fifteen (15) Units
and meeting one of the following two conditions:
- CE & UL approval; or,.
- Fulfilling all required changes on the board and power
supply to support CE and UL certification which BarcoNet
must put forth before August 1, 2001, with a payment date
no earlier than October 1, 2001.
3.2 Collateral. Upon receipt of the Section 3.1.3 payment, Path 1 shall
issue one hundred thousand (100,000) shares of its Class A Common Stock
(the "Shares") in the name of BarcoNet into escrow as collateral to
secure its contingent refund obligation under Subsection 3.1.3. Such
Escrow shall be vested with Paul, Hastings, Xxxxxxxx and Xxxxxx in
Irvine, California, who will also prepare the collateral agreement on
behalf of the Parties to this Agreement. BarcoNet will receive the
Shares from escrow if a successful Acceptance Test has not occurred by
September 15, 2001 and Path 1 has not refunded the Section 3.1.3 payment
by September 15, 2001. In the event a successful Acceptance Test has not
occurred by September 15, 2001 (or such later date as provided in Section
10(a) hereto), BarcoNet shall be entitled to demand that Path 1 register
the Shares for resale on a Form S-3 registration statement and shall
thereafter be entitled to transfer or otherwise dispose of the Shares in
its discretion in accordance with applicable securities law restrictions.
The Shares will be issued with the following restrictive legends:
3.2.1 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
SATISFACTION OF CERTAIN TERMS SET FORTH IN A PRODUCT DEVELOPMENT
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH
HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED
TRANSFER OF ANY SHARES IN CONTRAVENTION OF THE TERMS OF THE PRODUCT
DEVELOPMENT AGREEMENT IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN
CONSENT OF THE COMPANY OR THE DECISION OF THE ATTORNEY-ARBITRATOR
REFERRED TO IN SECTION 7.3(d) HEREIN.
3.2.2 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT") AND ARE
"RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER
THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
3.3 Intellectual Property Rights; Royalties. The Parties agree that
Path 1 shall retain all Intellectual Property Rights to the BarcoNet
Product, the Product, the application program interface and the
Technology and retains all rights to manufacture the Product and the
application program interface. BarcoNet hereby agrees to pay Path 1 Base
Royalties based on per unit sales of the BarcoNet Product. The Base
Royalty is based on a BarcoNet Product providing sixty-five (65) program
streams. The Base Royalty is defined in 3.3.1.
3.3.1 Base Royalty. The Base Royalty is defined as the difference
between Twenty-Four Hundred United States Dollars (US$2,400) and the
BOM of the mother and daughter board, excluding power supply,
cables, enclosure packaging and any documentation. For purposes of
determining the Base Royalty, the BOM will be re-costed on an annual
basis. For example, if the value of the BOM is Nineteen Hundred
United States Dollars (US$1,900), the royalty will be equal to Five
Hundred United States Dollars (US$500); or,
3.3.2 Additional Royalty. In the event Path 1 is able to develop a
Product capable of delivering more than sixty-five (65) program
streams, BarcoNet agrees to pay Path 1 an Additional Royalty for
each such enhanced BarcoNet Product. The Additional Royalty will be
calculated by use of the following equation: ((((Number of program
streams x US$100) x (1-customer discount) x 0.4)-US$2,600) x
0.5)))). The Parties agree that the customer discount will not
exceed 15%, unless otherwise mutually agreed in writing by the
Parties.
3.4 Payment of Royalties. BarcoNet shall pay all royalty payments as
specified in Section 3.3 to Path 1 quarterly, in United States currency
on the last day of April, July, October and January of each year, with
respect to sales made in the just-ended calendar year quarters, each
payment shall be accompanied by a detailed royalty report. Path 1
reserves the right to audit BarcoNet's books and records to the extent
they relate to calculation of royalty payments due to Path 1 hereunder
provided that such audit(s) be conducted not more than twice per year,
during normal business hours, upon fifteen (15) days prior written
notice. Any such inspection will be conducted in a manner that does
not unreasonably interfere with BarcoNet's business activities. Such
inspection shall be at Path 1's expense; however, if the audit reveals
material discrepancies, BarcoNet agrees to pay Path 1 for the reasonable
costs associated with the audit. The books and records audited pursuant
to this Agreement shall not be used by Path 1 or its accountants or other
agents or representatives except as necessary to prove and collect
amounts due and unpaid.
3.5 Non-Exclusive License. Subject to the terms and conditions of this
Agreement, Path 1 hereby grants BarcoNet, a nonexclusive,
nontransferable, worldwide, license to use, reproduce, support,
demonstrate, sell and distribute through single or multiple tiers of
distribution the BarcoNet Product and all end user documentation
delivered as part of or together with the BarcoNet Products or otherwise
provided under this Agreement. This license does not extend to any
modifications of or derivative works based on the BarcoNet Product or the
Product. The license does apply to any improvement and/or upgrade of the
BarcoNet Product or the Product made by Path 1.
3.6 Support Services. Training and support services for the Products
shall be provided as set forth in Section 11.1 hereto. Path 1 agrees to
support BarcoNet in utilization of its own enclosures.
3.7 Purchase Option. The Parties agree that Path 1 shall have an option
to purchase the BarcoNet Products from BarcoNet at a price to be
determined. The Parties agree to use their reasonable efforts in
reaching an agreement regarding the terms and conditions applicable to a
purchase of the Product or BarcoNet Products by Path 1 on or before June
30, 2001.
3.8 Trademark Rights. Path 1 requests and BarcoNet agrees to provide
certain markings and identification, which includes the trademark(s)
and/or trade name of Path 1, on the BarcoNet Products sold to Path 1.
Path 1 acknowledges that initial BarcoNet Product production runs may not
have Path 1 branding, but the Parties anticipate that the BarcoNet
Products sold to Path 1 will display Path 1 trademarks after December 31,
2001. Such markings and identification shall be strictly in accordance
with the requirements of Path 1 as set forth in Path 1's Trademark
Guidelines, as provided to BarcoNet and as may be updated from time to
time by Path 1. BarcoNet is not authorized to use the trademark(s) and
trade names of Path 1 on any products, other than BarcoNet Products
ordered by and delivered to Path 1, or for any other purpose. BarcoNet is
hereby granted a limited trademark license with respect to the Path 1
trademarks set out in the above-mentioned markings and identification,
solely for the above-mentioned use. All other use is prohibited. This
license shall terminate on the earlier of termination of this Agreement
or failure of BarcoNet to maintain the quality requirements set out in
this Agreement or subsequent written communication. BarcoNet shall obtain
no rights to or interest of any kind in any Path 1 trademarks or trade
names other than the limited right to use set out above.
3.9 Indemnification by Path 1. Path 1 shall indemnify and hold BarcoNet
harmless from and against any and all damages, costs and expenses
(including without limitation reasonable attorneys' and expert witness
fees) incurred by BarcoNet in connection with any action, suit,
proceeding, demand, assessment or judgment arising out of or related to
any claims by third parties based on any infringement by the Path 1
trademarks, logos or trade names of any trademark, logo or trade name of
any other person or entity; provided that (i) BarcoNet promptly notifies
Path 1 of such action, claim or proceeding; (ii) Path 1 shall have the
sole right to compromise, settle or defend any such action, claim or
proceeding; provided, however, that Path 1 shall not compromise or settle
any such action, claim, or proceeding in a manner that does not
unconditionally release BarcoNet without BarcoNet's prior written
consent; and (iii) BarcoNet provides Path 1 reasonable assistance at Path
1's request and expense in the defense of such action, claim or
proceeding.
3.10 Indemnification by BarcoNet. BarcoNet shall indemnify and hold
Path 1 harmless from and against any and all damages, costs and expenses
(including without limitation reasonable attorneys' and expert witness
fees) incurred by Path1 in connection with any action, suit, proceeding,
demand, assessment or judgment arising out of or related to any claims by
third parties based on mismanufacture of BarcoNet Products, including,
but not limited to, the units sold to Path 1; provided that (i) Path 1
promptly notifies BarcoNet of such action, claim or proceeding; (ii)
BarcoNet shall have the sole right to compromise, settle or defend any
such action, claim or proceeding; provided, however, that BarcoNet shall
not compromise or settle any such action, claim, or proceeding in a
manner that does not unconditionally release Path 1 without Path 1's
prior written consent; and (iii) Path 1 provides BarcoNet reasonable
assistance at BarcoNet's request and expense in the defense of such
action, claim or proceeding.
4. TARGET FORECAST.
The Parties anticipate the following sales forecast (based on 65 program
streams), and BarcoNet agrees to use its reasonable efforts to achieve the
milestones set forth in the forecast:
(i) Twenty-five Units in 2001;
(ii) Five hundred Units in 2002;
(iii) Eight hundred Units in 2003;
(iv) Two Thousand Units in 2004, based on a BarcoNet designed product;
and
(v) Three Thousand Units in 2005, based on a BarcoNet designed product.
5. MARKETING. Except as expressly set forth in this Agreement, both Parties
agree that no press release or other marketing related release will be made
prior to the execution of this Agreement. Thereafter, the Parties agree they
will both will make a public disclosure that BarcoNet and Path 1 have entered
into this Agreement. Path 1 may use advertising, press, promotion and/or
direct sales to disclose its relationship with BarcoNet. Notwithstanding the
foregoing, both Parties agree that each party may make such disclosure of this
Agreement as is or shall be required by either party pursuant to applicable
securities regulations.
6. DESIGN REVIEW AND SPECIFICATION CHANGES.
6.1 Milestones. The Parties agree to the following milestones for
development and testing of the Product:
(i) Delivery of the ATP by BarcoNet and mutual agreement thereto
by March 1, 2000;
(ii) Proof of Concept requirements are listed in "Exhibit B" and
delivery of Proof of Concept by Path 1 to BarcoNet by March
31, 2001 (PG1's delivered to BarcoNet as part of Proof of
Concept shall be returned to Path 1 by June 15, 2001);
(iii) Delivery of two (2) engineering samples of the Product by
Path 1 to BarcoNet by May 1, 2001;
(iv) Path 1's completion of an Acceptance Test with BarcoNet
present to witness and accept by June 8, 2001;
(v) Delivery of thirty (30) Enclosures by BarcoNet to Path 1 by
May 1, 2001;
(vi) Delivery by BarcoNet of all Customer Furnished Equipment not
owned by Path 1 by May 1, 2001 to be available for testing;
(vii) Path 1's shipment of ten (10) Beta Units to BarcoNet by June
15, 2001;
(viii) Path 1's completion of the remaining fifteen (15) Beta Units
and all other Path 1 Deliverables, including but not limited
to the Final Xxxx of Materials and Final Circuit Board
Layout, by July 15, 2001; and
(ix) Completion of CE and UL approval process by October 1, 2001,
or fulfilling all required changes on the board and power
supply to support CE and UL certification put forth by
BarcoNet by October 1, 2001.
The Parties agree to use their best reasonable commercial efforts to adhere to
the above schedule. However, each of the above milestones may be extended in
an amount equal to one day for each day the ATP is not completed past March 1,
2001, or in an amount equal to one day for each day the thirty (30) enclosures
is not delivered by BarcoNet past May 1, 2001. The Parties agree to meet at a
mutually agreeable time and location to review and discuss the status of the
development of the Product. The Parties further agree to promptly meet at the
request of either party with respect to any material issues a party may have
with the performance of the other party of its obligations under this
Agreement.
6.2 Specifications; Changes to Specifications. The Product is to be
designed in accordance with the Specifications. Each party is entitled to
request modification in the form of changes or additions to the
Specifications at any time during the term of this Agreement. Such
requests shall be submitted in writing, and shall not be deemed or
considered binding unless accepted by the other party in writing. If any
such modification of the Specifications is agreed, the Parties will
negotiate an equitable adjustment to the Agreement, including the
apportionment of any additional development, testing or tooling costs.
Upon mutual agreement to any change to the Specifications, both Parties
will proceed with the implementation of the prescribed changes, and the
Specifications and other Exhibits to the Agreement shall be modified
accordingly to reflect such agreed upon changes.
6.3 Modifications to Specifications. The Parties agree that, upon
acceptance of each Deliverable and upon Product acceptance, the
Specifications shall be modified as necessary to conform to the
Deliverables and the Product, as applicable, as accepted, excepting
mutually agreed (in writing) deviations from the Specifications which
require additional development work to achieve conformance to the
Specifications. After and upon acceptance of each Deliverable and upon
Product acceptance, the term "Specifications" as used herein shall refer
in all cases to the Specifications as so modified.
7. DELIVERABLES AND DELIVERY; ACCEPTANCE; AND REJECTION
7.1 Program Managers. The Parties shall within ten (10) days after the
signing of this Agreement, designate a Program Manager, who shall have
the exclusive authority to make and communicate all decisions following
execution of this Agreement.
7.2 Deliverables. Path 1 and BarcoNet agree to use reasonable efforts
to perform their respective Services and deliver their respective
Deliverables in accordance with the schedule set forth in Section 6.1.
Each party's obligations shall be contingent upon the other party
successfully providing any prerequisite Deliverable in a timely fashion
in accordance with the Specifications. All stated dates are date of
delivery unless otherwise specified. The Parties shall use such
Deliverables for testing and acceptance and marketing purposes only and
shall not sell, lease or transfer the same to any third party.
7.3 Acceptance.
(a) Each party, with the reasonable assistance of the other party if
requested, will examine and test each respective Deliverable (and/or item
thereof as specified in Section 6.1) of the other party upon delivery. Each
receiving party shall, as soon as reasonably practicable following the
delivery of same, but in no event later than fifteen (15) business days after
receipt of notice of delivery: (i) accept the Deliverable (or item thereof)
and so inform the other party in writing; or (ii) if the Deliverable (or item
thereof) contains material Errors, reject the Deliverable (or item thereof)
and provide the other party with a written statement of such material Errors.
The failure of a party to respond within the specified fifteen (15) day period
shall be deemed acceptance of the Deliverable. Either party may request a
reasonable extension in the time to complete such testing if the same is
required under the circumstances, and both Parties shall reasonably consider
such requests, provided that no such extension shall be effective unless in
writing and signed by a duly authorized representative of the party granting
such extension.
(b) The delivering party will promptly correct the material errors set forth
in the statement of material errors with respect to any Deliverable (or item
thereof) and redeliver the Deliverable (or item thereof) to the receiving
party within such reasonable period of time as may be agreed upon by Path 1
and BarcoNet with regard to all circumstances affecting the Product or the
Deliverables. The receiving party shall, as soon as reasonably practicable
after such redelivery but in no event later than fifteen (15) business days
thereafter, accept or reject the redelivery in accordance with the procedure
set forth in Section 7.2(a), which procedure shall be repeated until the
Deliverables are accepted or the receiving party invokes the provisions of
Section 7.3 hereof.
(c) "Product Acceptance" shall be deemed to occur upon the earlier of (i)
acceptance, pursuant to this Section 7.2, of all Deliverables and successful
completion of the Acceptance Test with regard to the Product as set forth in
Section 6.1 or (ii) the first sale, lease, license or other distribution or
transfer of a unit of BarcoNet Product by BarcoNet to a customer or other
third party other than solely for test purposes. The date of such Product
Acceptance shall be deemed the "date of Product Acceptance." Notwithstanding
anything to the contrary contained herein, Product Acceptance shall not be
conditioned upon any design or development of the Path 1 Deliverables to meet
any criteria of any agency approvals other than those of the United States or
Belgium.
(d) The Parties further agree that in the event a dispute arises as to
whether any Deliverable (or item thereof) is acceptable under the procedure
set forth in Sections 7.3(a) and 7.3(b) or as to whether the Acceptance Test
has been successfully completed pursuant to Section 7.3(c), and the Parties
are unable after good faith negotiation (between their respective Program
Managers, and if needed, between their respective CEO's assisted by their
legal counsels) to resolve such dispute, the dispute shall be settled under
the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by a United States attorney-engineer of a Chicago law firm, former
attorney-engineer of a Chicago law firm or a retired judge with relevant
engineering experience acceptable to both parties but not related to either
party, whose decision shall be final and binding. Such attorney-engineer
shall be appointed upon first request of either Party and shall render his
decision within thirty (30) days after having accepted such appointment.
7.4 Rejection. Should any Deliverable fail to be accepted after the
third delivery of that Deliverable pursuant to Section 7.2(b) then the
Parties shall promptly meet in accordance with 6.1 to resolve the
problem. Any subsequent rejection of the same Deliverable (unless
otherwise resolved pursuant to Section 7.2(d)) shall be deemed
grounds for the rejecting party to elect to terminate this Agreement
pursuant to Section 10 hereof, or may elect to accept further
resubmission of the applicable Deliverable.
8. REPRESENTATIONS AND INDEMNIFICATION. Each party represents that it has
full right and authority to enter into this Agreement and to perform its
obligations hereunder. Each party further represents that it has full right
and authority to grant the rights granted to the other party herein.
9. CONFIDENTIALITY
9.1 Confidential Information. "Confidential Information" means (i) any
and all technical and non-technical information including inventions,
works of authorship, technology, know-how, patent, copyright, trade
secret, mask works and other intellectual property rights, techniques,
algorithms, libraries, data, software, including without limitation the
Technology, Product and associated documentation, in source code,
physical or any other form, and any financial information, personnel
information, business or marketing plans, (ii) any information designated
by the disclosing party as confidential in writing or, if disclosed
orally, designated as confidential at the time of disclosure and reduced
to writing and designated as confidential in a writing delivered to
the other party within thirty (30) days after such disclosure; and (iii)
the term and conditions of this Agreement; provided, however that
"Confidential Information" will not include information that the other
party can demonstrate that (A) was public knowledge at the time of such
disclosure to that party, or thereafter became public knowledge, other
than as a result of actions of that party in violation hereof; (B) was
rightfully known by the other party (as shown by its written records)
prior to the date of disclosure to that party by disclosing party; (C)
was disclosed to the other party on an unrestricted basis from a source
unrelated to any party to this Agreement and not under a duty of
confidentiality to the disclosing party; (D) was independently developed
by the other party without use of the Confidential Information disclosed
by the disclosing party (as shown by its written records); or (E) is
required to be disclosed by order of a court or other governmental
authority, or is otherwise required to be disclosed under applicable
law, provided that the other party provides written notice thereof to the
disclosing party and sufficient opportunity to object to any such
disclosure or to request confidential treatment thereof.
9.2 Permitted Use. Each party shall maintain in confidence all
Confidential Information of the other party, and shall not use, disclose
or grant the use of the Confidential Information except on a need-to-know
basis to those directors, officers, employees, permitted sublicensees,
permitted assignees and agents, consultants, or foundries, to the extent
such disclosure is reasonably necessary in connection with such party's
activities as expressly authorized by this Agreement. To the extent that
disclosure is authorized by this Agreement, prior to disclosure, each
party shall obtain agreement of any such person to hold in confidence and
not make use of the Confidential Information for any purpose other than
those permitted by this Agreement. Each party shall notify the
disclosing party promptly upon discovery of any unauthorized use or
disclosure of the disclosing party's Confidential Information. Each party
shall take all reasonable steps, both during and after the term of this
Agreement, to insure that no person(s) (other than those authorized under
this Agreement) shall have access to the Confidential Information of the
other party. Any permitted reproduction of Confidential Information shall
contain any and all confidential or proprietary notices or legends, which
appear on the original unless otherwise authorized in writing by the
disclosing party. Each party's obligation under this section shall
survive any termination of this Agreement.
9.3 Equitable Relief. Each party agrees that the provisions of this
Section 9 are reasonable and necessary for the protection of the other
party and that they may not be adequately enforced by an action for
damages. Therefore, in the event of a breach or threatened breach of
this Section 9 by either party or any person controlled by said party,
the disclosing party shall be entitled, in addition to all other
remedies, to an injunction and/or restraining order enjoining the breach
or threatened breach of the provisions of Section 9 or otherwise to
enforce specifically such provisions against violation, without the
necessity of posting any bond or other security by the disclosing party.
Each party further agrees that if it shall violate any of the covenants
and agreements under this Section, the disclosing party shall be entitled
to an accounting and repayment of all profits, commissions or other
benefits realized and/or which may be realize as a result of or arising
out of any such violation. Such remedy shall be cumulative and not
exclusive and in addition to any injunctive relief or other legal or
equitable remedy to which the disclosing party is or may be entitled. In
addition, the prevailing party shall also be entitled to its reasonable
attorneys' fees and costs incurred in any action in which it is
successful in establishing or defending against an alleged violation of
Section 9.
10. TERMINATION. This Agreement may be terminated as follows:
(a) By BarcoNet, in the event Path 1 is unable to pass the agreed upon
Acceptance Test by September 15, 2001; provided, however, that if BarcoNet is
unable to complete the Acceptance Test Plan by March 1, 2001, and/or is unable
to deliver all equipment and information by May 1, 2001 that is required to be
delivered by BarcoNet to Path 1 for completion of the Acceptance Test, the
termination date shall be extended on a day by day slip for each day said
BarcoNet Deliverables are not delivered in accordance with Section 6.1;
(b) By either party, immediately upon receiving written notice, if (a) all or
a substantial portion of the assets of the other party are transferred to an
assignee for the benefit of creditors, or to a receiver or a trustee in
bankruptcy, (b) a proceeding is commenced by or against the other party for
relief under bankruptcy or similar laws and such proceeding is not dismissed
within sixty (60) days, or (c) the other party is adjudged bankrupt; or
(c) By either party upon sixty (60) days written notice to the other party in
the event the other party breaches any of its material obligations hereunder
and fails to cure same within sixty (60) days of the notice period, or if it
is not reasonable to expect such a cure within that period, or does not take
effective action within such period to promptly cure the material breach.
Upon termination of this Agreement, each party shall return to the other party
all unlicensed Confidential Information of the other party and shall make no
other or further use of such unlicensed information.
11. WARRANTIES; DISCLAIMER OF IMPLIED WARRANTIES
11.1 Path 1 agrees to provide a warranty for maintenance and support for
the twenty-five (25) Products for a period of ninety (90) days after
acceptance. Any maintenance and support of the Units required after the
expiration of the ninety-day period will be charged on a time and
materials basis or a maintenance contract will be offered to BarcoNet.
PATH 1'S SOLE LIABILITY AND BARCONET'S EXCLUSIVE REMEDY WITH RESPECT TO
BREACH OF THE FOREGOING LIMITED WARRANTY WILL BE LIMITED TO ERROR
CORRECTION OR PRODUCT REPLACEMENT.
11.2 EXCEPT AS PROVIDED ABOVE, PATH 1 MAKES NO WARRANTY, EXPRESS OR
IMPLIED, AND DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE PATH 1
TECHNOLOGY MODULES, PRODUCT OR DOCUMENTATION, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, OR NON-INFRINGEMENT.
12. GENERAL
12.1 Force Majeure. Neither party shall be liable for any failure or
delay in its performance under this Agreement due to causes which are
beyond its reasonable control, including, but not limited to, acts of
God, acts of civil or military authority, fires, epidemics, floods,
earthquakes, riots, wars, sabotage, labor shortages or disputes, and
governmental actions; provided that (a) the delayed party: (i) gives the
other party written notice of such cause promptly, and in any event
within fifteen (15) days of discovery thereof; and (ii) uses its
reasonable efforts to correct such failure or delay in its performance,
and (b) the delayed party's time for performance or cure under this
Agreement shall be extended for a period equal to the duration of the
cause or sixty (60) days, whichever is less.
12.2 Notices. Any consent, notice or report required or permitted to be
given or made under this Agreement by one of the Parties hereto to the
other party shall be in writing, delivered by Federal Express or
comparable express service, addressed to such other party at its address
indicated below, or to such other address as the addressee shall have
last furnished in writing to the addressor and (except as otherwise
provided in this Agreement) shall be effective upon receipt by the
addressee.
If to Path 1: Path 1 Network Technologies, Inc.
0000 Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Mr. Xxxxxxx XxXxxxxx
If to BarcoNet: BarcoNet, X.X.
Xxxxxxxxxxxxxx 00
X-0000 Xxxxxxxx, Xxxxxxx
Attention: Mr. Nick Fielibert
12.3 Relationship of Parties. The Parties are independent contractors.
Neither company nor its respective employees, consultants, contractors or
agents are agents, employees or joint venturers of the other, nor do they
have any authority to bind the other by contract or otherwise to any
obligation. They will not represent to the contrary, either expressly,
implicitly, by appearance or otherwise. Each party will determine, in
its sole discretion, the manner and means by which the Services are
accomplished, subject to the express condition that each party will at
all times comply with applicable law.
12.4 Use of Name. Except as provided in Section 3.7, neither party
will, without first obtaining the others prior written consent, be
entitled to use the name of the other party in promotional, advertising
and other materials.
12.5 Personnel. The respective employees, consultants, contractors and
agents of each party will observe the working hours, working rules and
holiday schedule of the other while working on the other's premises.
Notwithstanding the foregoing, employees of a party shall be and remain
employees of that party and shall not be deemed or claim to be employees
of the other party even when working on such other party's premises.
12.6 Employment Taxes and Benefits. Each party shall be responsible for
any and all employment taxes and benefits payable to its employees,
representatives, contractors, subcontractors and other engaged by it to
perform Services hereunder and in no event shall either party look to the
other for such payments.
12.7 Other Tax Implications. The purpose of development of the
Deliverables under this Agreement is to demonstrate that the Product
developed hereunder will conform to the Specifications. The Deliverables
have no intrinsic value as an item. As such, no value added, sales, or
use taxes have been assessed or are anticipated to be required as a
result of the Services performed under this Agreement.
12.8 Export Controls. Both Parties shall comply with all applicable
United States laws and regulations respecting the export or re-export,
directly or indirectly, of any technical data acquired from the other
under this Agreement or any BarcoNet Product, Product or Deliverables
utilizing any such data.
12.9 Assignment. Except as expressly provided herein, neither party may
assign or delegate this Agreement, or any of its respective rights or
obligations hereunder without the prior written consent of the other
party hereto. Notwithstanding the foregoing, BarcoNet shall have the
right to transfer its rights hereunder to any company which is wholly
owned by BarcoNet provided such successor or subsidiary agrees in writing
to be bound by all the terms and conditions of this Agreement that are
applicable to BarcoNet, and Path 1 may assign this Agreement to any
company which acquires Path 1.
12.10 No Waiver. Failure by either party to enforce any provision of
this Agreement shall not be deemed a waiver of future enforcement of that
or any other provision.
12.11 No Rights in Third Parties. This Agreement is made for the benefit
of BarcoNet and Path 1 and not for the benefit of any third parties.
12.12 Counterparts. This Agreement may be executed in one or more
counterpart, each of which shall be deemed an original, but collectively
shall constitute but one and the same instrument.
12.13 Headings and References. The headings and captions used in this
Agreement are used for convenience only and. are not to be considered in
construing or interpreting this Agreement.
12.14 Construction. The Parties and their respective counsel have
negotiated this Agreement. This Agreement will be fairly interpreted in
accordance with its terms and without any strict construction in favor of
or against either party.
12.15 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, U.S.A. without
giving effect to the principles of conflicts of law thereunder. Except
that the Parties shall have access to the courts to seek injunctive or
other equitable relief, all disputes arising in connection with this
Agreement shall be finally settled under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules. Arbitration
shall be held in Chicago, Illinois, U.S.A.
12.16 Severability. If for any reason an arbitration forum or a court of
competent jurisdiction finds any provision of this Agreement, or portion
thereof, to be unenforceable, that provision of the Agreement shall be
enforced to the maximum extent permissible so as to effect the intent of
the Parties, and the remainder of this Agreement shall continue in full
force and effect.
12.17 Complete Agreement. This Agreement, including all Exhibits,
constitutes the entire agreement between the Parties with respect to the
subject matter hereof, and supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral, regarding
such subject matter. No amendment to or modification of this Agreement
shall be binding unless in writing and signed by duly authorized
representatives of both Parties. To the extent any terms and conditions
of this Agreement conflict with the terms and conditions of any invoice,
purchase order or purchase order acknowledgement placed hereunder, the
terms and conditions of this Agreement shall govern and control.
12.18 Survival. The provisions of Sections 3, 9, 10 and 11 shall survive
the expiration or termination of this Agreement for any reason.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized representatives.
Path 1 Network Technologies Inc.: BarcoNet, N.V.:
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer Title: Director
Date: 13 Feb 2001 Date: 12 Feb 2001
"EXHIBIT A"
Requirement Specification
PGA-100
V 1.0
Table of contents
1 Introduction 3
2 Physical interface description 3
2.1 Network interface 3
2.2 ASI output interfaces 3
2.3 Serial interfaces 3
3 Logical interface definition 3
3.1 Input 3
3.2 Output 3
4 Processing 4
5 Configuration and management 4
6 Mechanical Specifications 5
7 Power 5
8 Environmental Specifications 5
8.1 Temperature 5
8.2 Humidity 5
8.3 Heat dissipation 5
9 Safety Standards 5
10 References 6
1 Introduction
Following document describes the BarcoNet requirements for the PGA-100 IP to
ASI interface. Next to the equipment requirements, a list of milestones with
relevant deliverables is presented.First version is the unit developed by Path
1 under this contract and delivered as the "beta-version".Future versions
mentioned in this document will require no hardware upgrades.
2 Physical interface description
2.1 Network interface
- The PGA-100 will have 1 fixed network interface. With a fixed 850 nm
fiber optic input with SC-duplex connector full mode as per 1000-baseSX
standard[IEEE 802.3z]
2.2 ASI output interfaces
- The PGA-100 will have 4 output Asynchronous Serial Interfaces (ASI) as per
[EN 50083-9]
- Connector: BNC - 75?
- ASI outputs will support the "ASI byte burst" mode (i.e. payload bytes are
inserted into the ASI stream at regular intervals).
- ASI transmission will use MPEG-2 Transport stream packets of 188 bytes as
defined in [IEC 13818-1].
2.3 Serial interfaces
- RS-232 external interface for configuration
3 Logical interface definition
3.1 Input
- MPEG-2 Transport Stream mapped on IP.
- In the case of CBR traffic, the unit should handle following 2 mapping
methods:
- MPEG-2 TS in RTP [RFC-1889] over UDP [RFC-768] over IP as per [RFC-
2250], section 2.3. The Payload Type bits in the RTP header should be
set to 33, as per [RFC-1890]. The unit will accept RTP packets, but
will not use the RTP header parameters in the process.
- MPEG-2 TS directly over UDP over IP.
- In the case of VBR traffic, only the first method (RTP/UDP/IP) shall be
used. VBR traffic will not be implemented in the first version.
- The UDP port number shall be an even number and programmable from 49152 to
65534. (In Annex A, a UDP port assignment, used for automatic PID-mapping,
is proposed).
- Each RTP/UDP session will contain one and only one Single Program Transport
Stream (SPTS).
- The SPTS will contain a XXX and PMT.
- The program in the SPTS will contain up to 16 PIDs.
- The unit will accept constant bit-rate streams at the input. Although not
implemented in the first version, the unit should be prepared to handle
variable bit-rate streams in future versions.
- Maximum network jitter to handle: 500ms.
3.2 Output
- Each ASI output will have one constant bit-rate Multiple Program Transport
Stream containing a multiplex of different programs at the input.
- The maximum output bit-rate of each ASI output shall be at least 112Mbit/s
when configured for 2 outputs. The maximum output bit-rate shall be at
least 300 Mbit/s when 4 outputs are configured. The accumulative maximum
outgoing bit-rate from the unit will be at least 300 Mbit/s.
- The output bit-rate can be set by the user. Null packets shall be generated
as necessary to satisfy the requested bit-rate.
- Content containing data (video, audio, private data) and MPEG2 'Null
packets' shall be distributed as uniform as possible in the output stream
(reduce burstiness), to protect input buffers in decoders or multiplexers
against overrun.
- A minimum of 65 programs can be forwarded to the output (the 4 ASI output
interfaces), but Path 1 will make every effort to provide for an output
program number of 90.
- PCR shall be corrected to meet a worst case jitter of +/- 140 ns (after
acquisition time)
- For each ASI output, a valid XXX and PMT shall be generated. A static NIT
will be played out. All tables will have a programmable play-out time with
the default play-out interval according to [IEC 13818-1] and [ETR 211]:
- XXX: every 0.5s
- PMT: every 0,5s for each PID referred to in the XXX
- NIT: every 10s
4 Processing
- The unit will extract the MPEG-2 packets out of the IP/UDP/RTP streams and
multiplex the selected SPTS to one of the 4 MPTS and forward the MPTS to
the ASI output.
- Each SPTS will be multiplexed in one and only one outgoing MPTS.
- The mapping of the programs in the SPTS-sessions to one of the 4 output-
MPTS will be defined using one of following 2 methods:
- An automatic mapping rule, based on the UDP destination port number.
This is described in Annex A.
- A mapping table defining the relations between the programs at the
input and the programs in the output stream. Each entry in this table
shall have an 'enable/disable' flag.
- The PIDs in the outgoing TS will be mapped as follows: Each PID (in the
order of appearance within the input PMT) will be mapped to an incrementing
integer number, starting from (prog_num+1) * 16. The PID from the PMT will
be mapped to (prog_num+1)*16. The PID for the PCR will be mapped to
(prog_num+1) * 16 + 1.
- Incoming XXX and PMT will be used to generate a valid outgoing XXX and PMT.
All descriptors in the incoming XXX and PMT will be copied in the outgoing
XXX and PMT thus forwarding all necessary information.
- A NIT, static stored in the device or updated from the NMS will be inserted
in each output stream.
- 4 "By-Pass" UDP ports shall be designated, one for each output ASI port.
All IP encapsulated TS packets sent to these UDP ports will be passed-
through, in the sense no parsing/processing will be done on these TS
packets (except for possible PID-remapping when a PID conflict arises). The
transmission of TS packets received from these UDP ports shall be clocked
at a user-specified rate (default: 30 kbps).
- The unit will remove the jitter on the TS packets induced by the IP-
network. The resulting packet stream will be fully MPEG-2 compliant, i.e.
will have the jitter requirements as defined in section 4.2.
- The maximum acquisition time for the input stream with a network jitter of
50 ms (for an output stream jitter of +/- 140ns) is 100.5 seconds. In the
case of a network jitter of 500 ms the acquisition time for an output
jitter of 5 us is 40 s and for 500 ns PCR output jitter, the acquisition
time will be 105 s. Path 1 will target a 10 s acquisition time for a 5 ms
network jitter and a 500 ns PCR jitter.
5 Configuration and management
- The unit will be configurable and manageable using SNMP version 2
- Implemented MIBs: MIBII and Gigabit Ethernet MIB or their subset.
- Configurable items
- Bit-rate of each output-ASI interface
- If implemented: program mapping table
- Items to monitor
- Input programs (with related PID allocation and UDP port number)
- Output programs on each ASI transport stream (with related PID
allocation)
- Alarms shall be logged, SNMP traps shall be sent.
- Following alarms shall be generated (generated alarms not limited to this
list):
- Stream loss at the input (framing invalid)
- Requested program in table not available at the input
- RS-232 control for configuration of box parameters such as IP-address.
- The unit shall be prepared to be able to subscribe to multicasts and shall
therefore be ready to support IGMP in the future. Path 1 will support IGMP
on the first version under the following conditions:
- BarcoNet provides the IGMP source
- Path 1 agrees to the schedule
- The unit will support TFTP file transfer for table payload download, for
example the NIT table.
- LED indicators on front panel: 4 LED's indication power, Ethernet activity,
status (ports are on), fault.
- A second internal RS232 port will be available supporting the same
functionality as the above mentioned external RS232 port (at a minimum IP
address setting)
6 Mechanical Specifications
The unit will have the standard BarcoNet 1U dimensions, with standard BarcoNet
front.
Dimensions 18.5 depth x 19 width x 1.75 Height (inch)
470 depth x 483 width x 44.5 Height (mm)
BarcoNet will provide the final box for the first version.
7 Power
AC power
Nominal voltage range 100-240 Vac 47-63 Hz (full continuous range)
Normal service voltage range 85 - 264 Vac
Power supply provides 5V @ 45W nominal and 60W peak
8 Environmental Specifications
8.1 Temperature
Ambient temperature range
within specs 10 to 40degC/ 50 to 104degF
Operation 0 to 45degC/ 32 to 113degF
storage -20 to 70degC/ -4 to 158degF
8.2 Humidity
The unit shall operate in a humidity of 0 to 90% (non condensing)
8.3 Heat dissipation
Heat shall be dissipated from the card via forced cooling into the surrounding
air.
9 Safety Standards
- CE - IEC 950
- UL-1950
10 References
[EN 50083-9] "Interfaces for CATV / SMATV Head-ends and Similar Professional
Equipment", DVB Document A010 rev. 1, May 1997 / CENELEC EN
50083-9.
[IEEE 802.3z] "Gigabit Ethernet 1000BASE-SX PMD", IEEE standard 802.3z.
[IEC 13818-1] "Information Technology - Generic Coding of Moving Pictures and
associated Audio, Recommendation H.222.0 (Systems)", ISO/IEC
13818-1. [RFC-1889] "RTP: A Transport Protocol for Real-Time
Applications", H. Schulzrinne et al., Xxxxxxxx Berkeley National
Laboratory, January 1996.
[RFC-768] "User Datagram Xxxxxxxx", X.Xxxxxx, XXX, 00 August 1980.
[RFC-2250] "RTP Payload Format for MPEG1/MPEG2 Video", X. Xxxxxxx et al.,
AT&T Labs Research, January 1998.
[RFC-1890] "RTP Profile for Audio and Video Conferences with Minimal
Control", H. Schulzrinne, GMD Fokus, January 1996.
[ETR 211] "Digital Broadcasting Systems for Television; Implementation
Guidelines for the use of MPEG-2 Systems; Guidelines on
Implementation and usage of Service Information", ETR-211
Annex A: Preliminary program mapping definition using the UDP-destination port.
To foresee an easy packet-routing at the receiver, the destination port will be
defined as follows:
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
1 / 1 /Reserved / Output ASI-ports / Program number / 0
- Bit 0, 1: set to 1: only these UDP ports can be used freely
- Bit 2, 3: Reserved for future use
- Bit 4 - 7: ASI output number to which MPTS this SPTS should be mapped to
- Bit 8 - 14: Program number in the output SPTS
- Bit 15: should be 0. Even address = RTP part of session. Odd address is the
RTCP part of session.
"Exhibit B"
Proof of Concept
- This Proof of Concept test will be performed at BarcoNet Belgium.
- Using the PG1 at both source and destination.
- The source unit will have 1 ASI input and GbE output, the destination unit
will have a GbE input and 1 ASI output.
- The unit will encapsulate/de-encapsulate MPEG-2 packets of the selected
program out of the IP stream and forward them on an SPTS on the ASI output.
The unit will not perform multiplexing, therefore only one program will be
handled at a time.
- Demonstration will be timestamp based instead of FIFO-based.
- XXX and PMT tables from the input will be forwarded.
- The unit will reduce the network induced packet jitter delivering a correct
MPEG-2 TS.
- The unit will be connected to a BarcoNet remultiplexer and decoder to prove
compatibility.
- An MPEG-2/DVB Analyzer will be used to check output stream correctness.
- BarcoNet people will be trained for 2 days at Path 1. The training will be
conducted at Path 1 expense the travel and lodging expenses will be born by
BarcoNet. After that, the PG-1 boxes will be sent to BarcoNet. Path 1
will supply the boxes and BarcoNet will cover the cost of shipping the
boxes to Belgium and return them when complete.
"Exhibit C"
Beta Unit Release
- These twenty-five (25) units will have, as much as possible, the definitive
HW (HW that will be used in real production).
- The SW of these units will be the first sellable SW-versions, with all
initial functionality as defined in the requirements specification.
- The HW tests the units will undergo (at BarcoNet) are described in
following table:
- Ripple-current measurement for critical Elco's
- Infra red thermal measurement
- Interference test conducted
- Interference test radiated
- ESD test
- Single fault conditions
- Electrical specs verification (over temp range)
- Safety test
- Drop test with provisional packaging
- ETP (environmental test program) (humidity, vibration)
- HALT Test
- Reproducibility analyses
- 3 x burn-in time
- Acceptance tests by QA
- Acceptance tests by Sales Team
- At least twenty-five (25) of the units will be sent to BarcoNet. The units
will be used for integration testing, HAL-testing and commercial
demonstrations.
