Consulting Agreement - Development
This Consulting Agreement ("Agreement") is made effective as of July 31,
2000 ("Effective Date") by and between Stellcom, Inc. ("Stellcom"), having
a principal place of business at 00000 Xxxxx Xxxxxxxx Xxxxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000-0000, and Guinness Telli*Phone Corporation_ ("Customer"),
having a principal place of business at 000 Xxxxxxx Xxx, Xxxx Xxxxxx,
Xxxxxxxxxx 00000.
Project Assignments.
Deliverables. During the term of this Agreement, Customer may issue
Project Assignments to Stellcom in the form attached to this Agreement as
Exhibit A ("Project Assignment"). Customer hereby engages Stellcom to
develop and deliver those deliverables (the "Deliverables") set forth in
each Project Assignment executed by the parties pursuant to the
specifications (the "Specifications") and milestone schedule (the
"Milestone Schedule") set forth in each applicable Project Assignment.
Stellcom's timely and proper performance of its obligations under a
Project Assignment is contingent on Customer providing to Stellcom, within
five (5) days after the effective date of such Project Assignment, those
Customer materials set forth in the applicable Project Assignment. In
connection with the Services, Stellcom may purchase on behalf of Customer
the third party hardware and/or software products (the "Third Party
Products") set forth in the Project Assignments.
Change Request Procedure. The parties acknowledge that the
Specifications may be revised from time to time during the term of this
Agreement. Either party may, prior to the delivery of a Deliverable to
Customer, provide written notice to the other party proposing changes to
the Specifications (a "Change Proposal"). If a Change Proposal is
initiated by Stellcom, Stellcom will also include a statement as to the
financial impact and the schedule impact, if any, of the proposed change.
If a Change Proposal is initiated by Customer, Stellcom shall endeavor to
respond promptly as to the financial impact and schedule impact, if any.
Following a Change Proposal, the parties shall promptly meet to determine
whether, and with what modifications, the proposed change is mutually
agreeable. No Change Proposal shall have any contractually binding effect
until formally agreed to in writing by the parties.
Fees and Expenses. Customer shall promptly pay Stellcom the fees and
expenses identified in the Project Assignments, together with the cost of
the Third Party Products, for time and expenses incurred by Stellcom in
performance of its obligations under this Agreement, as adjusted to
reflect any changes in the scope of work under a Change Proposal or that
Customer authorizes in writing and to which Stellcom agrees in writing.
Intellectual Property. Upon payment of all fees and expenses due to
Stellcom under a Project Assignment, and subject to the restrictions set
forth herein, Stellcom agrees to and does hereby sell, assign, and
transfer to Customer the right, title and interest throughout the world to
all works, inventions, discoveries, and improvements which are conceived
or first actually reduced to practice either alone or with anyone else
during the performance of such Project Assignment. Stellcom recognizes
and understands that Stellcom's duties for Customer may include the
preparation of materials, including hardware, software, written or graphic
materials, and that any such materials conceived or written by Stellcom
shall be done as "work made for hire" within the meaning of United States
and other applicable copyright laws. In the event of publication of such
materials, Stellcom understands that since the work is a "work make for
hire," Customer will retain ownership of all rights in said materials,
including copyright and trademark rights, except for the Stellcom IP.
Notwithstanding the foregoing, Customer shall own all third party hardware
acquired on behalf of Customer by Stellcom and shall only have a license
to third party software pursuant to the applicable licensor's end user
license agreement for such software. Notwithstanding anything to the
contrary set forth in this Agreement, Customer agrees that Stellcom shall
continue to own and hold sole right, title and interests in and to all the
(i) information, general skills, know-how, methods, and techniques gained
or learned by Stellcom under this Agreement the Project Assignments,
(ii) objects, subroutines, components and the like of all Deliverables,
and (iii) the Excelsior Reference Platform as described in Exhibit B
attached hereto and incorporated by this reference and that Stellcom may
use all of the foregoing set forth in (i), (ii) and (iii) above
(collectively, the "Stellcom IP") in any services which Stellcom performs
for any other party. Stellcom hereby licenses to Customer the non-
exclusive right to use and modify, and the non-exclusive right to
authorize others to use and modify, all Stellcom IP incorporated into the
Deliverables, for use in any product or service developed and used by
Customer and its successors, if any. Each party shall execute and deliver
any further documents reasonably requested by the other and to the other's
expense, to effect the provisions of this paragraph three (3).
Acceptance; Limited Warranty; Limitation of Liability.
Acceptance. Each Project Assignment shall set forth acceptance
criteria for the Deliverables described in such Project Assignment
("Acceptance Criteria"). Upon completion of the Deliverables, Stellcom
shall notify Customer of such completion ("Notice"). For the Deliverables
described in the Project Assignment, Customer shall have ten (10) days
(the "Acceptance Period") from receipt of the Notice to determine whether
the completed Deliverables substantially conform to the applicable
Acceptance Criteria. Upon expiration of the Acceptance Period, the
completed Deliverables shall be deemed accepted by Customer unless
Stellcom has received from Customer prior to the expiration of the
Acceptance Period a written statement detailing any substantial
nonconformance ("Notice of Nonconformance"). If Stellcom receives a
Notice of Nonconformance during the Acceptance Period, Stellcom will use
reasonable commercial efforts to correct and redeliver the applicable
Deliverables to Customer. In the event the applicable Deliverable was
originally performed on a time and materials basis, Customer will pay for
the correction work on the same time and materials basis. The Acceptance
Period and procedure of this Section shall repeat itself with respect to
such redelivered Deliverables until accepted or deemed accepted by
Customer.
Stellcom Limited Warranty; Disclaimer. Stellcom warrants that, during
the ninety (90) day period after acceptance of the applicable Deliverable
pursuant to Section 0 ("Acceptance"), the Deliverable will substantially
conform to the Acceptance Criteria. If Customer reports a breach of the
foregoing warranty, in writing, to Stellcom during such ninety (90) day
warranty period, Stellcom will use reasonable commercial efforts to
correct the Deliverables. In the event the applicable Deliverable was
originally performed on a time and materials basis, Customer will pay for
the warranty work on the same basis. At Stellcom's option and in its
sole discretion, Stellcom may elect not to correct the Deliverables and
instead, refund amounts paid by Customer for the applicable Deliverables
and terminate this Agreement. The foregoing limited warranty shall be
null and void if the non-conforming Deliverables are due to (i) accident,
abuse or misapplication; (ii) use of the Deliverables with hardware or
software not approved by Stellcom or the use of the Deliverables is other
than in accordance with the intended use of the Deliverables as
communicated to Stellcom; or (iii) modifications to the Deliverables made
by Customer or any third party. THE ABOVE IS CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY FOR BREACH OF WARRANTY BY STELLCOM WITH REGARD TO THE
PROVISION OF DELIVERABLES. ALL THIRD PARTY PRODUCTS ARE PROVIDED TO
CUSTOMER ON AN "AS IS" BASIS. EXCEPT FOR THE WARRANTY PROVIDED IN THIS
SECTION 0 ("LIMITED WARRANTY; DISCLAIMER"), STELLCOM MAKES NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE) UNDER THIS AGREEMENT OR REGARDING ANY DELIVERABLE OR
ANY OTHER PRODUCT OR SERVICE.
Customer Representations and Warranties. Customer represents and
warrants that: (i) it has all right, title and interest necessary and
appropriate to grant Stellcom the licenses granted herein and to permit
Stellcom to perform the development of the Deliverables described herein;
(ii) client is solely responsible to and shall ensure that the
Deliverables (including, without limitation, their use and results) are
compliant with all governmental laws and regulations; and (iii) the
materials, Specifications and all other information provided to Stellcom
by Customer do not infringe the proprietary rights of any third party.
Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, STELLCOM'S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY
UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID TO STELLCOM UNDER THIS
AGREEMENT. FURTHERMORE, STELLCOM WILL NOT BE LIABLE TO CUSTOMER OR ANY
OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY SPECIAL,
INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND
(INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR
OTHERWISE, EVEN IF STELLCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND EVEN THOUGH NO EXPRESS OR IMPLIED INDEMNITY IS PROVIDED TO
CUSTOMER UNDER THIS AGREEMENT. Stellcom shall not be responsible for or
liable in any amount due to any damage to Third Party Products or other
products, no matter the cause or the source of the damage. The foregoing
provisions limiting damages and excluding consequential damages will apply
notwithstanding the failure of the essential purpose of any limited
remedies for breach of warranty set forth herein. Any action brought
under this Agreement must be brought not more than one (1) year after the
cause of action arose.
Indemnity. Customer shall indemnify, defend and hold Stellcom and its
officers, directors, employees and agents harmless from and against any
loss, claim, damage or liabilities (including reasonable attorney's fees
and costs) that may be asserted by any third party that may result from
(i) any third party claims arising out of Customer's use of the
Deliverables or (ii) any breach of this Agreement by Customer.
Confidentiality.
Each party shall hold in confidence all materials or information
disclosed to it in confidence hereunder ("Confidential Information") which
are marked as confidential or proprietary, or if disclosed verbally,
reduced to writing and marked confidential within thirty (30) days after
the date of disclosure. Confidential Information shall also include any
new product information or the results of any bench xxxx or similar tests
related to the Deliverables. Each party agrees to take precautions to
prevent any unauthorized disclosure or use of Confidential Information
consistent with precautions used to protect such party's own confidential
information, but in no event less than reasonable care. The obligations
of the parties hereunder shall not apply to any materials or information
which a party can demonstrate, through documented evidence (a) is now, or
hereafter becomes, through no act or failure to act on the part of the
receiving party, generally known or available; (b) is known by the
receiving party at the time of receiving such information as evidenced by
its records; (c) is hereafter furnished to the receiving party by a third
party, as a matter of right and without restriction on disclosure; (d) is
independently developed by the receiving party without use of any
Confidential Information; or (e) is the subject of a written permission to
disclose provided by the disclosing party. Notwithstanding any other
provision of this Agreement, disclosure of Confidential Information shall
not be precluded if such disclosure: (a) is in response to a valid order
of a court or other governmental body of the United States or any
political subdivision thereof, provided, however, that the responding
party shall first have given notice to the other party hereto in order
that such other party may obtain a protective order requiring that the
Confidential Information so disclosed be used only for which the order was
issued and the responding party uses reasonable efforts to have such
information be treated as confidential and under seal; (b) is otherwise
required by law; or (c) is otherwise necessary to establish rights or
enforce obligations under this Agreement, but only to the extent that any
such disclosure is necessary.
Notwithstanding anything to the contrary herein, Stellcom's use or
dissemination of information of general application which may be retained
in the memory of employees of Stellcom, including formulae, patterns,
compilations, programs, devices, methods, techniques or processes, shall
not be considered a breach of Stellcom's confidentiality obligations.
Term and Termination.
Term; Termination. This Agreement is effective as of the Effective
Date and will continue for two (2) years thereafter, unless earlier
terminated as set forth below. Either party may terminate this Agreement
or any Project Assignment, with or without cause, at any time upon thirty
(30) days prior written notice to the other party.
Effect of Termination. Upon termination of this Agreement, Customer
and Stellcom shall promptly return or destroy all Confidential Information
and other property of the other party and shall certify in writing to such
return and/or destruction. Upon termination of this Agreement and/or any
Project Assignment by Customer (for other than material breach by
Stellcom), or upon termination by Stellcom of this Agreement and/or any
Project Assignment due to material breach by Customer including non-
payment, Stellcom will be entitled to compensation from Customer, which
compensation shall be (i) the amounts due and payable as a result of work
completed (for which Customer shall have accepted the applicable
Deliverable) and (ii) for work performed prior to the effective date of
termination for which Customer did not accept the applicable Deliverable,
an amount equal to the time and materials on account of such work plus a
liquidated damages amount of $10,000 for resources expended and lost work.
Upon any termination of this Agreement, all amounts due to Stellcom under
the Project Assignments shall become immediately due and payable.
Survival. The rights and obligations contained in Sections 0 ("Fees
and Expenses"), 0("Intellectual Property"), 0 ("Stellcom Limited Warranty;
Disclaimer), 0 ("Customer Representations and Warranties"), 0 ("Limitation
of Liability"), 0 ("Indemnity"), 0 ("Confidentiality"), 0 ("Term and
Termination") and 0 ("General") shall survive any termination or
expiration of this Agreement.
General.
Marks. Any other provision of this Agreement notwithstanding, (i)
Customer hereby grants to Stellcom a non-exclusive, world wide, perpetual,
royalty free right and license to use Customer's trademarks, trade names
and other designations in or on any promotion or publication by any medium
whatsoever for the purpose of identifying Customer as a Stellcom customer
and (ii) Stellcom may describe the work performed for Customer under this
Agreement in or on any promotion or publication by any medium.
Competition and Non-Solicitation. Each party is free to enter into
similar agreements with others. Customer hereby agrees not to recruit or
offer employment to any Stellcom personnel who have been introduced to
Customer, or who are or have been assigned to perform work for Customer
until one (1) year after the termination of this Agreement. In the event
that Customer hires any such personnel, Customer shall pay an amount to
Stellcom equal to twenty-five percent (25%) of the total first year
compensation, which Customer pays such personnel as a fee, salary, or
other compensation.
Independent Contractor. Stellcom's relationship with Customer is that
of an independent contractor, and nothing in this Agreement is intended
to, or should be construed to, create a partnership, agency, joint venture
or employment relationship.
Governing Law; Forum. This Agreement is governed in all respects by
the laws of the United States of America and the State of California as
such laws are applied to agreements entered into and to be performed
entirely within California between California residents. The parties
consent to venue in, and the exclusive jurisdiction of, the state and
federal courts located in San Diego County, California. The prevailing
party in any proceeding or lawsuit regarding the Agreement shall be
entitled to receive its costs, expert witness fees, and reasonable
attorneys fees, including costs and fees on appeal.
Notices. All notices or reports permitted or required under this
Agreement shall be in writing and shall be by personal delivery, facsimile
transmission, or by certified or registered mail, return receipt
requested, and deemed given upon personal delivery, five (5) days after
deposit in the mail, or upon acknowledgment of receipt of electronic
transmission. Notices shall be sent to the addresses set forth on the
signature page or such other address as either party may specify in
writing. Notices shall be sent to the applicable designated person
identified in the Project Assignment.
Severability. If any provision of this Agreement is unenforceable or
invalid under any applicable law or be so held by applicable court
decision, such unenforceability or invalidity shall not render this
Agreement unenforceable or invalid as a whole. In such event, such
provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or court decisions.
Waiver. The failure of either party to require performance by the
other party of any provision hereof shall not affect the full right to
require such performance at any time thereafter; nor shall the waiver by
either party of a breach of any provision hereof be taken or held to be a
waiver of the provision itself.
Export. Customer acknowledges that the laws and regulations of the
United States may restrict the export and re-export of commodities and
technical data of United States origin, including the Deliverables.
Customer agrees that it will not export or re-export the Deliverables in
any form, without the appropriate United States and foreign governmental
licenses.
Force Majeure. Neither party shall be liable hereunder by reason of
any failure or delay in the performance of its obligations hereunder
(except for the payment of money) on account of strikes, shortages, riots,
insurrection, fires, flood, storm, explosions, acts of God, war,
governmental action, labor conditions, earthquakes, material shortages, or
any other cause beyond the reasonable control of such party.
Assignment. Customer may not assign this Agreement, in whole or in
part, without Stellcom's prior written consent, which consent shall not be
unreasonably withheld. Any assignment in violation of the foregoing
limitation will be void. This Agreement will bind and inure to the
benefit of the parties and their respective successors and permitted
assigns.
Entire Agreement. This Agreement (including the Project Assignment)
completely and exclusively states the agreement of the parties regarding
its subject matter. It supersedes, and its terms govern, all prior
proposals, agreements, or other communications between the parties, oral
or written, regarding such subject matter. This Agreement shall not be
modified except by a subsequently dated written amendment signed on behalf
of Stellcom and Customer by their duly authorized representatives, and any
provision on a purchase order purporting to supplement or vary the
provisions hereof shall be void.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
Stellcom, Inc.:
By:
Name:
Title:
[NAME] (Customer):
By:
Name:
Title:
EXHIBIT A-1
PROJECT ASSIGNMENT
Guinness Telli*Phone Corporation Telli*Screen Design and Development
Scope and nature of deliverables to be provided ("Deliverables")
Stellcom will produce a Telli*Screen prototype in accordance with the
"Requirements Specifications for Telli*Screen Development, July 12, 2000"
which is attached hereto as Appendix A and incorporated by this reference.
Stellcom will generate and deliver the following:
Five (5) Telli*Screen Alpha prototype boards
Five (5) Telli*Screen Beta prototype boards
Schematics
Costed Xxxx of Materials (BOM)
Approved Vendor List (AVL)
Parts placement (Assembly) drawing
PCB Fabrication drawing
All developed source code with comments
All custom and standard cables assemblies including connector part numbers
and wire gauges
Acceptance Criteria
Stellcom will deliver proposed acceptance criteria, derived from the
"Requirements Specifications for Telli*Screen Development, July 12, 2000"
to Customer no later than ten (10) business days after the project start
date. Customer will then have ten (10) business days to review and
comment upon the acceptance criteria.
Within the same timeframe, Customer and Stellcom will develop a mutually
agreed to acceptance test plan, including test timeframes, roles, and
responsibilities of both parties.
Acceptance of the five Telli*Screen prototypes and supporting
documentation and software will be based upon successful execution of the
acceptance test plan. Customer agrees to execute all test cases within
the timeframe established in the acceptance test plan.
Neither party shall unreasonably withhold approval of the acceptance
criteria, acceptance test plan, or any other Deliverable.
Both parties agree that all acceptance time periods specified in this
exhibit supersede the acceptance timeframes identified in "Consulting
Agreement - Development" paragraph 4.1.
A. Milestone Schedule for providing Deliverables
Assuming a start date of July 24, 2000, the milestone schedule is:
July 24, 2000 Project kickoff
August 28,2000 Delivery of Alpha schematics and Alpha
Xxxx-of-Materials
September 25, 2000 Deliver of Alpha layout
October 20, 2000 Delivery of Alpha prototypes
December 15, 2000 Delivery of Beta Prototypes and final Deliverables
B. Information, data, and materials to be provided by Customer
Customer will provide enclosure design and mechanical design constraints
to Stellcom within ten (10) business days after the effective project
start date.
Customer will obtain license for third-party software components, such as
Windows CE 3.0, as necessary.
Both parties agree that all deadlines for customer supplied information
specified in this exhibit supersede the deadlines identified in
"Consulting Agreement - Development" paragraph 1.1.
C. Third Party Products to be purchased by Stellcom for Customer
Customer shall reimburse Stellcom for any actual expenses plus a 10%
administrative fee including shipping and insurance. Actual expenses
include cost of parts, fabrication, and assembly, and are estimated at
$50,000.
D. Payment of Fees by Customer
1. Firm Fixed Fee and Payment Scheduling. The firm, fixed price to
provide Services and Deliverables to Customer is $400,000. Payments to
Stellcom shall be made as follows: (i) Stellcom will invoice Customer for
$125,000 upon the execution of the Agreement and this Project Assignment
by the parties; (ii) Stellcom will invoice Customer for $75,000 upon
delivery of Alpha schematics; (iii) Stellcom will invoice Customer for
$75,000 upon delivery of Alpha layout documents; (iv) Stellcom will
invoice Customer for $75,000 upon delivery of Alpha prototype units; (v)
Stellcom will invoice Customer for $50,000 upon delivery of Beta prototype
units and final Deliverables.
Each invoice is due and payable fifteen (15) days after the invoice date.
Invoices not paid within such period may accrue interest at the rate of
1.5% per month or the maximum rate allowed by law, whichever is less.
2. Stellcom shall be responsible for taxes based on Stellcom's net
income.
3. Customer shall also reimburse Stellcom for any actual, reasonable
travel expenses (plus a 10% administrative fee) and out-of-pocket expenses
incurred in providing Deliverables.
E. Project Managers
Each party agrees to delegate the responsibility for administering and
coordinating this Agreement and any amendments thereto to the Project
Managers set forth below. Each party may change its Project Manager from
time to time during the term of this Agreement by written notice to the
other party, subject to the approval of the other party which shall not be
unreasonably withheld. The Project Managers will also have primary
responsibility for coordinating all major decisions related to this
Agreement, as well as the day-to-day management of the work to be
performed under this Agreement.
Customer Contract Manager:
Customer Project Manager:
Stellcom Contract Manager: Xxxxxx Xxxxxx
Stellcom Project Manager: Xxxx Xxxxxxxx
NOTE: This Project Assignment is governed by the terms of the Consulting
Agreement - Development in effect between Stellcom and Customer. Any item
in this Project Assignment which is inconsistent with that Agreement is
invalid and the Agreement will govern.
IN WITNESS WHEREOF, the parties have executed this Project Assignment as
of July 31, 2000.
Stellcom, Inc.:
By:
Name:
Title:
Guinness Telli*Phone Corporation
By:
Name:
Title:
EXHIBIT A-2
PROJECT ASSIGNMENT
Guinness Telli*Phone Corporation Telli*Screen Agency Certification
A. Scope and nature of deliverables to be provided ("Deliverables")
Stellcom will obtain the following agency certifications for the
Telli*Screen device:
UL Listed
FCC Pt. 15b
FCC Pt. 68
CSA (virtually identical to USA UL)
Industry Canada CS-04 (virtually identical to FCC Pt.68)
Obtainment of the above certifications is also dependant upon the design
of the Telli*Screen enclosure, which is being provided by a third-party
and the design of which is not under Stellcom's control.
Stellcom will provide for the first 32 hours of agency certification
support under the firm-fixed-price project assignment, Exhibit A-1.
Additional hours required in support of agency certification are covered
in this exhibit.
B. Acceptance Criteria
Receipt by the Customer of the agency certification documents will
constitute acceptance.
C. Milestone Schedule for providing Deliverables
Assuming a start date of July 24, 2000, the milestone schedule for agency
certification is:
October 20, 2000 Alpha prototype certification
December 1, 2000 Beta prototype certification
December 15, 2000 Delivery of final Deliverables
D. Information, data, and materials to be provided by Customer
Customer will provide final enclosure design and mechanical design
constraints to Stellcom for agency certification submission by October 1,
2000.
Both parties agree that all deadlines for customer supplied information
specified in this exhibit supersede the deadlines identified in
"Consulting Agreement - Development" paragraph 1.1.
E. Third Party Products to be purchased by Stellcom for Customer
Customer shall reimburse Stellcom for any actual expenses plus a 10%
administrative fee including shipping and insurance. Actual expenses will
include testing laboratory fees.
F. Payment of Fees by Customer
1. Time-and Materials. Stellcom will utilize commercially reasonable
efforts to provide deliverables as defined in Item C. Stellcom will
invoice Customer weekly for work done by Stellcom during the preceding
week. Each invoice is due and payable fifteen (15) days after the invoice
date. Invoices not paid within such period may accrue interest at the
rate of 1.5% per month or the maximum rate allowed by law, whichever is
less.
2. Stellcom shall be responsible for taxes based on Stellcom's net
income.
3. Customer shall also reimburse Stellcom for any actual, reasonable
travel expenses (plus a 10% administrative fee) and out-of-pocket expenses
incurred in providing Deliverables.
4. The following labor rates will be in effect for this exhibit. Based
on these rates, Stellcom estimates that the total value due under this
exhibit will fall between $7,500 and $12,500.
$185 dollars per hour for a Program Manager or Technical Lead
$155 dollars per hour for a Senior Engineer
$100 dollars per hour for a Senior Technician
G. Project Managers
Each party agrees to delegate the responsibility for administering and
coordinating this Agreement and any amendments thereto to the Project
Managers set forth below. Each party may change its Project Manager from
time to time during the term of this Agreement by written notice to the
other party, subject to the approval of the other party which shall not be
unreasonably withheld. The Project Managers will also have primary
responsibility for coordinating all major decisions related to this
Agreement, as well as the day-to-day management of the work to be
performed under this Agreement.
Customer Contract Manager:
Customer Project Manager:
Stellcom Contract Manager: Xxxxxx Xxxxxx
Stellcom Project Manager: Xxxx Xxxxxxxx
NOTE: This Project Assignment is governed by the terms of the Consulting
Agreement - Development in effect between Stellcom and Customer. Any item
in this Project Assignment which is inconsistent with that Agreement is
invalid and the Agreement will govern.
IN WITNESS WHEREOF, the parties have executed this Project Assignment as
of July 31 , 2000.
Stellcom, Inc.:
By:
Name:
Title:
Guinness Telli*Phone Corporation
By:
Name:
Title:
EXHIBIT B
DESCRIPTION OF STELLCOM'S EXCELSIOR REFERENCE PLATFORM
This platform uses an Intel XxxxxxXxx XX 0000 microprocessor architecture.
A companion chip, Intel's SA1111 is utilized for increased integration and
functionality. Industry "standard" Flash, SDRAM, boot PROM devices are
utilized to store volatile and non-volatile program and data software.
A variety of functions and features are included in this design as shown
below. The functionality of each feature is provided via a hardware and
software component. Any product developed from the reference platform
incorporates a selected number of these devices and potentially some that
are not part of the basic reference design.
A specific hardware design is captured using a schematic capture
application, a netlist is generated from this application, and the netlist
is used to create a unique printed circuit board layout for the platform
(the customer product). This takes the place of one main board which may
include break-off boards and/or extension portions for testing and
development. Test connectors and accessibility are included in the
layout as well. The component placement, layout, signal trace routing
are part of the reference design package. Timing analysis, FPGA firmware,
and other analysis required for this design are generated as part of the
development.
A Stellcom "monitor" program is included which provides "pre-OS"
functionality to the design and performs a variety of low level test
functions.
Software for the main OS build, device drivers, monitor, applications,
etc., are provided for the board from the Stellcom library. New devices
may require the development of new software drivers.
A driver enables a specific peripheral device to function and the board to
operate.
Features / Functions:
Hardware Software
Microprocessor: (StrongArm SA 1110) Monitor program
Companion chip: (SA1111) Kernel - Windows CE 2.12 / 3.0
USB bus (part of companion chip) Touchscreen driver
Serial port(s) (via CPU / companion chip) USB driver
Audio function AD1819 or equivalent Graphics driver
Miscellaneous buttons PCMCIA driver
PCMCIA Bluetooth driver
Ethernet Power management driver
Bluetooth LEDs controllers
Power distribution FIR, SIR drivers
CPLD / FPGA Keyboard driver
Battery system / power management Ethernet driver
PCB layout / routing 802.11 driver
Connectors / attachments Audio drivers
Hardware Documentation Software Documentation
Requirements Specifications
for
Telli*Screen Development
July 12, 2000
FEATURE LIST:
1. CPU and MEMORY
CPU - Intel Strong ARM - SA1110 - (Companion SA1111-TBD)
NV SDRAM - 16Meg expandable to 32Meg (see Details)
ROM - 128K expandable to 512K (see Details)
2. OS - WinCE 3.0
3. LCD Display Support (see below)
Sharp
Optrex
Hitachi
Kyocera
4. V.90 Modem (56Kbps)
5. Speakerphone (Speaker + Microphone + volume control)
6. Smart Card
7. Compact Flash Card
8. Ethernet /10BaseT
9. USB (master)
10. RS232 XX-0, Xxxx, XXX
00. IR Receiver (Keypad/Keyboard)
12. Power Supply (single supply - wall mount)
13. Battery backup with 'user replaceable' rechargeable batteries
14. Agency Certifications:
15. UL Listed and CSA Certified
a. FCC Pt. 15b
b. FCC Pt. 68 and CS-04 Certified
16. Mechanical - Main PCB - (7.75" x 5.61") approx.
17. Manufacturing Information
18. General
See "DETAILS" below for further information
DETAILS
MAIN PCB ASSEMBLY
1. CPU and XXXXXX
XXX - Xxxxx Xxxxxx XXX - XX0000.
Companion SA1111 will be used (CPU will enter a low power 'sleep'
mode during battery operation for power savings.
Idle condition for 2 minutes will enter sleep mode. (Idle = no modem
connection, no user inputs)
AnyKey/Touch will remove from sleep mode
MEMORY
Stellcom will implement 16MEG (expandable to 32Meg) of SDRAM, and 128K
(expandable to 512K) of Masked ROM. The SDRAM will be battery backed for
sustaining refreshing memory. The goal of backed up RAM is 1 day, but
battery size will determine life.
FLASH
The Telli*Screen will incorporate dual methods of NVRAM. The PCB will be
designed with 'footprints' of FLASH and SDRAM.
SDRAM
The SDRAM will be Non-Volatile (NV) by means of batteries. This allows
same functionality as the FLASH would. The RAM would be allocated to hold
the OS and application code in one section and the balance of RAM would be
used to support applications, swap, and other processing requirements.
BOOT LOADER
The 128K(512k) Masked ROM will hold a 'Boot Loader' that allows
down load of the OS and any necessary application[S].
The Boot Loader will contain stable and reliable code that will always be
available in the event SDRAM memory is corrupted.
On every power up, the Boot Loader will perform a form of integrity check
of the OS and application residing in SDRAM. In the event that corruption
is detected, the Boot Loader will search the Telli*Screen for other
sources of the OS and App code by searching the follow devices in the
following order.
FLASH or SDRAM
CF Card
SmartCard (provided current smartcards have enough memory)
In the event the OS and App code cannot be found in the above, the Boot
Loader will then attempt to download the OS and App code by the following
Ports
* Ethernet - Goto a secure URL site managed by GTC
* Modem - Dial out to a pre-defined number managed by GTC
*Stellcom will provide either Modem or Ethernet download under this
contract. GTC is responsible for the host software.
The Boot Loader will post necessary screens to the user asking the user to
insert the CF Card or SmartCard, or ask the user an appropriate task. If
these fail, a screen will tell the user to contact the local Guinness
Telli*Phone Corp. office and supply the contact information.
The "Boot Loader" will allow the system to survive an interruption or
termination of a down load. If an interruption or termination of a system
download occurs, a simple restart of the download process will remedy the
download.
Appropriate 'check sum' or other error checking methods will be used to
ensure the download has properly been accomplished before the Boot Loader
relinquishes control to the OS and/or Application.
The user will be informed of status during this process.
It is not Stellcom's responsibility to set up the host side software for
the OS transfers.
2. OPERATING SYSTEM - WinCE and Linux
Hardware architecture allows for either Linux or WinCE 3.0. The initial
deployment will be Windows CE 3.0. GTC desires the option to move to
Linux without a physical change to the Main PCB assembly.
Design will not require field changes to OS - i.e product will be
assembled as CE or Linux with the correct size memories.
3. LCD DISPLAY (Support of each of the following suppliers)
Kyocera KCB077VG1**-* (5/11/00 Proposed Custom Design, final p/n TBD)
Sharp LM8V31 (inverter-Xxxxxxxx Research)
Optrex DMF511201NC-FW-AA
Hitachi SX19V001-Z1 (Single Scan)
Each LCD will require a unique Inverter for driving the specific CCFL.
The MAIN PCB will be designed to accept any of the LCD's with their
appropriate Inverter. LCD panels that require dual CCFL's will be
avoided.
Only a cable change, driver change and inverter change will be needed to
switch between each LCD.
Touch-Screen Capable
Design must accept any of the four selected touch-screen interfaces.
The Sharp LM8V31 is standard with touch screen installed. Optrex,
Kyocera and Hitachi will require a 3rd party touch screen.
3rd Party touch screens to consider:
Dynapro
Xxxx Xxxxx
Gunze
TBD
Full VGA (640x480), transmissive - STN - with CCFL
Display driver will support higher resolution formats without losing
display parameter. Meaning, each LCD driver must address a 'scaling'
protocol to maintain screen size without needing up/down and left/right
scrolling buttons. - Details TBD. This may become an issue when the
Telli*Screen is used for Internet surfing.
INVERTER
Used for developing voltage for the CCFL. Ideally the inverter will be
integrated on the Main host board. Optionally, the CCFL can be supplied
by 3rd party sources. Each LCD manufacturer will provide suggested
Inverter sources.
TDK (Kyocera)
(Linfinity)
Others
4. MODEMS (V.90-56Kbps and V.32ter-19.2Kbps)
The Main PCB will have facility to add a modular 'hard', serial V.90 modem
module as needed. The interface will be standard TTL levels with RS-232
definitions.
Supported Serial Modem I/O
TXD Transmit Data TO modem
RXD Receive Data From Modem
RTS Request To Send To Modem
CTS Clear To Send From Modem
DSR Data Set Ready From Modem
CD Carrier Detect From Modem
DTR Data Terminal Ready To Modem
RI Ring Detect From Modem
MIC Microphone In To Modem
SPK Speaker Out From Modem
Gnd Gnd -
+V +3.3 or +5v To Modem voltage TBD
Reset Reset To Modem (open collector control only)
TIP Telco Connection To/From Modem
RING Telco Connection To/From Modem
Modems will have the full complement of AT commands.
Potential modem suppliers:
PC Tel soft/hard May not have hard w/ speakerphone
Altocom (Broadcom) Soft
Hitachi Soft/hard- may not have speakerphone
Rockwell soft/hard
Intel soft/had
Lucent soft/hard
Required Modem Features:
CID (Caller ID) - needed for "Suppressed Ring" functionality
Complete AT command set.
Audio Playback and record
Speakerphone
Voice Codec Will be accessible for speakerphone ability
Problem - some modems required a 'voice' AC-97, therefore two Codec's
may be necessary. I.e. Modem Codec, Voice Codec.
Must support "Suppressed Ring" or "Intelligent Pathway" as defined by
Lucent, Nortel, Siemens, and perhaps other Central Office Switch
manufacturers
Allow GTC access to modem code - low level - NOT their DSP code, just
command set code.
May require special modem "AT" setup string in each residence (Due to
possible CO Switch dependence).
Must be "AT" provisioned to any ITU-T standard
Capable of detecting an "Off Hook" or "In Use" extension phone
Capable of detecting "no phone line".
SPEAKER
Speaker has sufficient volume to alert user of emergency message while
still maintaining quality speakerphone functionality.
Stellcom will design one HW modem on the main PCB. Stellcom will add a
header to allow a second board to be designed (not under this contract)
that will allow other HW modems to be added. Stellcom is not tasked with
changing any modem specific code.
5. SPEAKERPHONE (Speaker and Microphone)
The Telli*Screen will have a built in speakerphone.
Speakerphone - sufficient drive ability for selected speaker
Full Duplex is preferred but Half Duplex will be considered
Speaker volume control via thumbwheel or on-screen button
Codec in Modem may possibly be used for speakerphone function
6. SMART CARD
For transaction and security
Follow Microsoft Standards for Smart Card Media.
Slot can also support a "ROM" media. In this regard the Smart Card slot
may be used as an input type device.
7. COMPACT FLASH CARD - Removable media
Support of industry standard Compact Flash (CF). CF utilizes the standard
PCMCIA architecture with a different mechanical structure.
8. ETHERNET
10BaseT (RJ-45) - For LAN or Broadband connection
Optional component loads in manufacturing.
OS and application automatically senses the absence of the Ethernet
chip and does not continually attempt to function.
Consider Cirrus Logic "Crystal" series - CS8952 controller + 20Meg Xtal
Consider "F1Mag" for Transformer
Throughput must be reasonable speed
Discuss an "LED" indication of 10BT connection
9. USB (master)
Will supply power per USB definition but only while main power is
available - not during battery operation.
Only USB devices that Windows CE 3.0 supports will be supported.
10. RS232
Asynchronous
DTE (Data Terminal Equipment)
DB-9 - Male connector.
11. IR RECEIVER (IrDA is not needed)
For external input devices such as Keyboard or Keypad
Data coding must follow a standard similar to Zilog "UART" protocol.
(In this context, "UART" is an IR ASCII encoding protocol) (or Sejin
recevier)
Compatibility to Sejin "FreeBoard86" p/n SPR-8630-W
12. POWER SUPPLY
Power to the Telli*Screen is provided by a wall mount 9VAC/DC (or 5VAC/DC-
or TBD), single supply power source. The MAIN PCB will contain all on-
board regulators/converters generating necessary voltages and currents,
including support for LCD CCFL.
The inverter as recommended by the LCD Manufacturer will power the
CCFL.
Main PCB assembly will use a switching voltage regulator for most
efficient use of power conversion.
Due to the efficient power conversion methods used on the Main PCB, no
fax or cooling vents will be necessary
NOTE: +5v @ 160ma may be needed for V.90 modem module if not integrated
as 3.3v
13. BATTERY BACKUP (SYSTEM)
Includes 'user removable', rechargeable, NiCad, Lithium, or equal
batteries.
30-minute (min) backup duration for system operation. CCFL need not be
on the entire time. See below
Since the batteries will also supply NV power to the SDRAM, the power
level will be monitored to ensure the SDRAM will be the primary concern.
Therefore, once the batteries have backed up the system for a maximum of
one hour without recharge, the system will shut down until a recharge
period has occurred.
LCD backlight will stay on only 10-20 seconds during battery operation.
'AnyTouch' 'AnyKey' will reset the timer to the 10-20 seconds.
Low voltage indicator (audio and visual) when on battery backup.
Power Budget cannot be fully determined until final hardware and clock
speeds are decided. It is preliminarily estimated that 3 each AA
batteries will provide sufficient power for a 60 minute backup.
Estimated to be approximately:
Main PCB Assembly - 2.00w (400ma at 220mhz at 5V)
LCD Display: Module - 400 mw (Kyocera)
+1st CCFL - 1.85 w
The total power budget calculation will determine the final battery
decision
14. MECHANICAL
The Main PCB will be approx. 7.75" x 5.61".
The LCD assembly and Main CPU printed circuit assembly are attached
together (via standoffs) in a 'back to back' fashion. Together, they
comprise the most significant part of the design. External Keypads or
keyboards will communicate via an IR interface
All the connectors that enter and exit will be attached to this MAIN CPU
assembly.
Slots and I/O accessible by the user:
LCD MAIN PANEL Assembly
Front
LCD Bezel (Up to four sizes - LCD Dependent)
Speaker grill
Microphone hole
Thumb-wheel volume control -TBD
IR (Infra Red) Receiver Window (Position TBD by designer)
Side/Bottom
Smart Card Slot
Compact Flash Slot
Rear
Power receptacle
Two RJ-11 receptacles for modem connections ("Wall":"Phone")
RJ-45 receptacle for 10BaseT Ethernet
USB port
RS232 (DTE, DB-9, Male)
Battery Compartment Cover
Facility to open the back of the panel for replacement of the CCFL
Ensure when the panel is removed, the power cannot be attached (UL
Issues).
KEYPAD or KEYBOARD
12 + 7 Buttons
Battery Compartment Cover
IR Transmitter
"UART" (Zilog) Encoding
PCB Assembly - Parts that will located by submission of the PCB drawing.
Part Mfgrs and Numbers needed.
RJ-11 (Wall)
RJ-11 (Phone)
RJ-45 (Ethernet)
USB
DB-9
Power
Smart Card
CF Card
Touch Panel Connector
LCD Display Xxxx (2each)
1ea 14pin
1ea 15pin
Inverter, Power to
Microphone - 2 pin
Speaker - 2 pin
IR Connector - 2 pin
AA Battery holder
SPEAKER
URL:
xxxx://xxx.xxxxxxxxx.xxx/xxxxxxxxxx_xxx/xxxxxxxxxx_xxxxxxxxxx/xxx/xxx.xxx
DigiKey Number Panasonic number
P9604-ND EAS-3P128A
P10175-ND EAS-3P127A (Physically identical to 3P128A)
P10174-ND** EAS2P104H** (This is the smaller one)
Microphone:
TBD
15. GENERAL
Product must be rugged to a reasonable level for the intended environment
(Households)
Developer will utilize all standard and reasonable design criteria for
both hardware and software.
DEFINITIONS
AVL Approved Vendor List
BOM Xxxx of Materials
CF Compact Flash
CO Central Office
COG Cost Of Goods
CSA Canadian Standards Association
CPU Central Processing Unit
DL Directory Listing
EERAM Electrically Erasable RAM
FCC Federal Communications Commission
NOC Network Operations Center
NVRAM Non Volatile RAM
UL Underwriters Laboratory
PCB Printed Circuit Board
PWB Printed Wiring Board (Same as PCB)
RAM Random Access Memory
SDRAM Synchronous Dynamic RAM
