EXHIBIT 10.11
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT is made this 14th day of October 1999 BY AND BETWEEN:-
(1) Telaxis Communications Corporation whose registered office is situated at
00 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000-0000 ("Telaxis")
AND
(2) California Amplifier, Inc. whose registered office is situated at 000 Xxxxx
Xxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, XXX ("Supplier")
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS
This Agreement incorporates certain phrases which are defined as follows:
"Design Verification Tests" means the tests conducted by Supplier after
design of Products to ensure that the design meets the Product
Specifications. Design Verification Tests shall be defined by Supplier, and
approved by Telaxis in accordance with Supplier's normal guidelines and
procedure for developing such tests.
"Delivery" means the shipment of Product by Supplier from its facility to
Telaxis.
"Release to Manufacturing" means Supplier's normal procedure to release
products into its manufacturing floor, after Product passes its Design
Verification Tests.
"Acceptance Tests" means the tests conducted by Supplier, and approved by
Telaxis while producing Products to ensure that the Product Specifications
are met. The Acceptance Tests are detailed in Schedule 3 to this Agreement
and may be modified from time to time by the parties, in order to
facilitate cost reduction and design changes to Products.
"Confidential Information" derives its meaning from the non-disclosure
agreement dated June 1, 1998 , executed by the parties.
"Force Majeure" means delay in performing obligations under the Agreement,
which is caused by (i) Acts of God (ii) outbreak of hostilities, riot,
civil disturbance, acts of terrorism (iii) act of any government or
authority (iv) fire, explosion, flood, fog or bad weather (v) power failure
(vi) wordwide shortage of materials and (vii) any cause or circumstance
beyond either party's reasonable control.
"Intellectual Property Rights" means patents, registered and unregistered
designs, copyright and all other intellectual property protection wherever
in the world enforceable.
"Translator PWB", "Phase 0 Product", "Phase 2 Product", "Product" and
"Products" means those products to be delivered under this Agreement by the
Supplier to Telaxis as listed in Schedule 4.
"Product Units" means the aggregate quantity of Phase 0 Products, Phase 2
Products and Translator PWBs purchase by Telaxis from Supplier.
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"Product Specifications" are those specifications to which Products must
conform. Product Specifications are listed in Schedule 4, and may from time
to time be revised by mutual agreement by the parties.
"Production Delivery Schedule" means a schedule such as will be finalized
for each Product at the time of Release to Manufacturing of that product
and subsequently modified by mutual agreement or clause 8 as applicable.
"Purchase Order" means Telaxis's standard purchase order, provided however,
to the extent that such purchase order contains standard terms or
conditions in conflict with terms and conditions of this Agreement, this
Agreement shall prevail, unless the variance is agreed to by both parties
in writing.
"Product Availability" means the availability for prototype and production
quantities of Products, as specified in Schedule 2, and which from time to
time will be modified by the parties, to reflect changes in development
schedule.
2. SCOPE OF WORK
2.1 The Supplier shall have the personnel capacity necessary to build,
integrate and test Products to be supplied to Telaxis. Telaxis agrees to
supply all required test equipment and fixtures to test Phase 0 Product and
Phase 2 Product. Supplier shall provide assembly and test equipment to
build and test Translator PWBs and facilities to assemble Phase 0 Product
and Phase 2 Product. As additional capacity is required from time to time,
the parties will determine which party shall supply additional capital
equipment and facilities through mutual agreement. The list of capital
equipment necessary to integrate and test Products is listed in Schedule 3.
2.2 The Supplier shall develop Phase 2 Products to meet Product Specification
for supply to Telaxis.
2.3 Telaxis shall supply antenna assemblies and millimeter wave modules that
are incorporated into Phase 0 Products and Phase 2 Products on consignment
to Supplier. Telaxis shall supply all material, except any that may be
listed on Schedule 5, to Supplier to allow Supplier to produce Phase 0
Products.
2.4 The Supplier shall manufacture and sell Products in accordance with
Schedule 1. Telaxis shall purchase Products in accordance with Schedule 1.
If Telaxis does not purchase in accordance with Schedule 1 then Telaxis
shall pay to the Supplier cancellation charges as set forth herein.
2.5 Both parties submit exclusively to the terms and conditions of this
Agreement for the supply of Product by the Supplier and purchase by
Telaxis. No other terms shall have any force and effect and no course of
dealing, usage of trade or course of performance shall be relevant to
explain or modify any terms expressed in this Agreement unless such
amendments or modifications are executed in writing and agreed by both
parties.
3. TERM & TERMINATION OF AGREEMENT
3.1 This Agreement shall remain in place until both parties have fulfilled all
the requirements placed on them hereunder, or December 30, 2002, whichever
is earlier, or unless terminated for the reasons specified in clause 3.2
and 3.3.
3.2 The Agreement may be terminated by either party if the other party commits
a material breach of any of the terms and conditions of this Agreement and
fails to remedy such breach within 30 days after receipt of a written
notice specifying the breach or default. Notwithstanding the foregoing,
Supplier may terminate this Agreement if Telaxis fails to pay an undisputed
amount hereunder and fails to remedy such breach within 15 days after
receipt of a written notice specifying the breach.
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3.3 3.3.1 This Agreement shall terminate immediately upon written notice from
either party in the following events:
i) Upon assignment of all the assets of either party creditors. for the
benefits of its
ii) Upon either party becoming insolvent.
iii) Upon either party becoming bankrupt or being entry into receivership.
placed in liquidation or upon
3.3.2 Telaxis may terminate this Agreement by written notice to the
Supplier if the prices for the Phase 2 Products are not equal to or less than
the numbers set forth below by the dates set forth below:
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Date Price
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[***] [***]
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3.3.3 Telaxis may terminate this Agreement by written notice to the
Supplier if the prices for the Phase 2 Products are not equal to or less than
the numbers set forth below by the dates set forth below. Prices in the table
below shall be modified to reflect any change in specifications based on cost
increases (including consistent markups).
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Date Price
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[***] [***]
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[***] [***]
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3.4 Upon termination of this Agreement both parties shall return to the other
party all documents and materials (and all copies) containing the other
party's Confidential Information and certify in writing to the other party
that it has complied with the requirements of this clause.
3.5 Upon termination of the Agreement, Supplier shall return to Telaxis all
material, capital equipment and tooling which has been paid for by Telaxis
except as set forth in the following sentence, unless otherwise agreed upon
by the parties. If termination is due to Telaxis's material breach with
regard to payment of Supplier invoices, Supplier may dispose of material
and capital equipment and deduct amounts owed from proceeds.
3.6 Termination of this Agreement shall be without prejudice to the rights of
either party which may have accrued prior to the date of such termination.
3.7 Termination of this Agreement for reasons other than 3.2 or 3.3, shall not
relieve the Supplier of the obligation of fulfilling orders already placed
by Telaxis with the Supplier, and shall not relieve Telaxis of the
obligation of purchasing Products already ordered from Supplier under the
Agreement prior to its termination, unless agreed otherwise by both
parties.
3.8 Upon termination of this Agreement by Telaxis pursuant to Section 3.3.2 or
3.3.3 above, Telaxis shall pay Supplier a sum equal to the cost of work in
process material and any other material committed to by Supplier that is
not usable in other product, limited to the scheduled deliveries within
[***] days (or [***] days for any material that has a longer lead time than
[***] days) of termination plus the lesser of (a) non-recurring capital,
development and tooling costs incurred by Supplier to the date of
termination multiplied by a fraction, the numerator of
[***] Confidential Treatment Requested.
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which shall be the number of Products purchased by Telaxis under this
Agreement and the denominator of which shall be [***] and (b) the amount
that would have been paid by Telaxis pursuant to the first two sentences of
the last paragraph of Schedule 1.
4. ORDERING, DELIVERY & INVOICING
4.1 Telaxis shall order the Products under this Agreement by placing a Purchase
Order. The Purchase Order shall not be in conflict with the terms of this
Agreement. The Purchase Order shall be either in writing or by facsimile.
Each Purchase Order will state:
4.1.1 the type and quantity of Products required
4.1.2 the shipping address
4.1.3 the purchase price of Products
4.1.4 a reference to this Agreement
Telaxis shall place an initial Purchase Order under this Agreement in
accordance with Schedule 1 within 30 days of execution of this Agreement.
Delivery dates for Products will be determined in accordance with
Article 8.
4.2 The Supplier shall accept and acknowledge in writing within 5 business days
each Purchase Order placed in accordance with Section 4.1.
4.3 The terms of all purchases and Deliveries shall be FCA in accordance with
Incoterms 1990.
5. FORCE MAJEURE
Not withstanding anything contained herein or in any Schedule to the
contrary, neither party will be liable for any delay or non performance of
its obligations under this Agreement as a result of circumstances caused by
a Force Majeure event. In these circumstances the party affected by a Force
Majeure event must promptly notify the other party in writing of the reason
for its delay and its likely duration. The delaying party's obligations
shall be suspended during the period of delay. Force Majeure shall not
apply to payment due for Products ordered by Telaxis and shipped by
Supplier and shall not apply to payment of cancellation charge identified
in Schedule 1.
6. ACCEPTANCE TEST
6.1 Prior to Delivery of Products by Supplier to Telaxis, Supplier shall
conduct Acceptance Tests to ensure that Products meet their specifications.
6.2 Both the Supplier and Telaxis shall each appoint a representative who shall
liaise and co-operate with each other in all matters pertaining to
Acceptance Testing.
6.3 The Supplier shall allow Telaxis to attend and witness Acceptance Tests at
the Supplier's premises or any of the Supplier's subcontractors premises if
it so wishes. Telaxis shall give Supplier 5 working days written notice of
its intention to witness Acceptance Tests.
6.4 Product acceptance shall occur or be deemed to occur upon Delivery of
Product.
7. QUALITY REQUIREMENTS
The Supplier shall comply with ISO 9001 requirements when performing its
obligations under this Agreement.
8. PRODUCTION DELIVERY SCHEDULE
8.1 The parties will finalize a Production Delivery Schedule for each Product
upon issuance of each Purchase Order or Release to Manufacturing of that
Product, whichever comes later.
[***] Confidential Treatment Requested.
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8.2 Telaxis shall have the right to modify the Production Delivery Schedule in
accordance with the following parameters:
8.2.1 Deliveries scheduled within 1 month of date of modification shall
not be permitted to change.
8.2.2 Deliveries scheduled between 1 month and 2 months of date of
modification may increase or decrease once by 25% from the previous
schedule for said time period.
8.2.3 Deliveries scheduled between 2 months and 3 months of date of
modification may increase or decrease once by 50% from the previous
schedule for said time period.
8.2.4 Deliveries scheduled between 3 months and 4 months of date of
modification may increase or decrease once by 75% from the previous
schedule for said time period.
Deliveries in excess of 4 months of date of modification will have no
restrictions on change.
8.3 Telaxis may have to issue a stop work order under the following conditions:
1. Customer driven engineering change notice
2. Telaxis driven engineering change notice
3. Customer order cancellation
If Telaxis issues a stop work order due to a customer cancellation, Telaxis
will purchase all work in process material and any other material committed
to by Supplier that is not usable in other product, limited to the
scheduled deliveries within [***] days (or [***] days for any material that
has a longer lead time than [***] days) of the issuance of the stop work
order. Telaxis will pay the actual costs incurred up to the date of the
stop work order, plus normal overhead, G&A and profit. Product paid for
under these conditions will be considered part of the Schedule 1 quantity
commitment.
9. WARRANTY
9.1 The Supplier warrants that the Products Delivered under this Agreement will
be free from defects in material and workmanship and conform to Product
Specifications, provided Product is used for its intended purpose and has
not been abused or subjected to conditions outside of its specified
parameters.
9.2 The Supplier warrants that the Product is free from any encumbrance,
charge, lien or similar right.
9.3 If within [***] months of Delivery of the Products, Telaxis gives notice in
writing to the Supplier of any defect in the Products then the Supplier
shall free of charge either repair or at its option replace the defective
Products returned to Supplier within [***] working days from Supplier's
receipt of Products. Freight and insurance charges for shipment of
defective Products to Supplier shall be borne by Telaxis and for shipment
of repaired or replacement Products back to Telaxis or Telaxis's customer
shall be borne by Supplier. Telaxis may purchase a limited number of
Products at cost to permit faster replacements of Products.
9.4 Products shall be returned to the Supplier under the Suppliers RMA number.
Said number shall not be withheld provided that Telaxis supplies the serial
number of the defective Products.
9.5 The provisions of Section 9.3 shall be the exclusive remedy for any
liability of Supplier under Sections 9.1 and 9.2 above. THE WARRANTIES SET
FORTH IN SECTION 9.1 AND 9.2 ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AS
TO PERFORMANCE OF THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
[***] Confidential Treatment Requested.
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10. PRODUCT CHANGE/DISCONTINUED PRODUCT
10.1 At any time during the performance of this Agreement if the Supplier
proposes to modify any of the specifications to any of the Products then
the Supplier must provide to Telaxis in writing the proposed change and
associated price changes. Telaxis will then have 60 days to review and
obtain approval from their customer of the proposed change. If the
change is approved then an implementation plan must be developed so that
there is no negative financial impact to Telaxis or its customers.
10.2 Telaxis shall have the right to incorporate engineering changes into a
Product under the following guideline.
10.2.1 Telaxis will normally provide a minimum of 30 days notice to incorporate
a change to a Product in production. However, it is recognised by both
parties that a customer driven change may cause a production stop order
to be issued and that the change may have to be incorporated
immediately.
10.2.2 Upon receiving the engineering change notice and as soon as possible
but, in no case more than 10 working days from receiving the notice, the
Supplier will provide a detailed quote of the price of the change based
on cost (including obsoleted material at Supplier and in its supply
chain) and consistent xxxx-up and a timetable to incorporate the change.
10.2.3 The engineering change will be implemented in accordance with the
agreed-to timetable and price.
10.3 If the Supplier wishes to discontinue the manufacture of any Product
then the Supplier must give Telaxis notice of such discontinuance and
continue to accept Purchase Orders for Product received up to 6 months
from the notice and for scheduled delivery within 18 months from such
notice. Supplier shall fulfill all such Purchase Orders.
10.4 If Supplier wishes to discontinue to manufacture all Products, Telaxis
may purchase from Suppliertooling and capital equipment used to
manufacture the Products, at a price to be agreed upon by the parties.
11. REGULATORY APPROVALS
11.1 Telaxis is responsible for obtaining all regulatory approvals for
Products. Supplier shall supply Telaxis and Telaxis shall purchase
protoypes and production units of Products as reasonably necessary to
facilitate testing requirements.
12. PACKAGING
Except as otherwise specified by Telaxis, Supplier will be responsible
for packaging the Product and such packaging shall be approved by
Telaxis.
13. PRICE AND PAYMENT
The price and payment terms are specified in Schedule 1. Telaxis will
make payment for amounts due in accordance with Schedule 1 within [***]
days of receipt of an invoice quoting the Purchase Order.
14. IPR INDEMNITY
14.1 The Supplier shall indemnify Telaxis against any claim for infringement
of Intellectual Property Rights from Telaxis's use or sale of the
Products provided by the Supplier provided that:
[***] Confidential Treatment Requested.
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i) the infringement or alleged infringement is due to design changes made
by Supplier to Telaxis's design of Product; and
ii) Telaxis notifies the Supplier promptly if it is aware of any alleged
infringement; and
iii) Telaxis makes no admission without the Supplier's written consent;
and
iv) Telaxis assists the Supplier to conduct all negotiations and
litigation where so requested.
14.2 If at any time any allegations of infringement of IPR is made in respect
of the Product or any part thereof or in the Supplier's opinion is likely
to be made, the Supplier may at its own expense modify or replace the
infringing Product with other Product with same fit, functionality and
performance in order to avoid the infringement and Telaxis will ensure
that the Supplier is provided with all reasonable assistance required to
exercise such rights.
14.3 Telaxis reciprocally indemnifies the Supplier in relation to infringement
or alleged infringement due to designs or specifications which Telaxis
supplies and in relation to any design or processes which the Supplier
uses at the request or with the consent of Telaxis.
14.4 The indemnity under sub-clause 14.1 above shall not apply to infringement
by use of the Products or any part thereof with any other product not
supplied by the Supplier where there would be no infringement without such
combination, nor to infringement by use of the Product or any part thereof
in a manner which could not be reasonably foreseen by the Supplier at the
effective date of this Agreement unless, in either case, such use is
consented to by the Supplier in writing in response to a request for a
consent from Telaxis making reference to IPR infringement.
16. LIMITATION OF LIABILITY
In no circumstances shall either party be liable for any loss of profit,
business contracts, revenues or any special indirect or consequential
damage of any nature. This section shall not limit or restrict any
recourse or remedies pursuant to the non-disclosure agreement discussed in
Section 19 below.
19. CONFIDENTIALITY
The parties have executed a non-disclosure agreement dated June 1, 1998.
This agreement is incorporated herein by reference and shall govern
disclosure of Confidential Information by either party.
20. NOTICES
20.1 Any notice, which expression includes any other communication whatsoever
shall be sufficiently served if it is sent by a recognised courier service
to the other party at such address appearing below or by facsimile to the
numbers shown below with confirmation of proper transmission. Every notice
shall be deemed to have been received and given within three (3) business
days if sent by a recognised courier service, or in the case of fax, such
notice shall be deemed to have been received and given at the time of
transmission.
Telaxis Communications Corporation California Amplifier, Inc.
Attn: Chief Executive Officer Attn: Chief Executive Officer
00 Xxxxxxxxxx Xxxxx Xxxx 000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, XX Xxxxxxxxx, Xxxxxxxxxx
00000 93012
Fax: (000) 000-0000 Fax: (000) 000-0000
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21. SEVERABILITY
21.1 If any part, term or provision of this Agreement not being of a
fundamental nature should be held illegal or unenforceable the validity or
enforceability of the remainder of this Agreement shall not be affected.
22. WAIVER
22.1 No failure to exercise and no delay in exercising on the part of either
party of any right, power or privilege preclude the enforcement of any
other right, power or privilege. Nor shall the waiver of any breach of any
such provision herein be taken or held to be a waiver of any subsequent
breach of any such provision or be a waiver of the provision itself. Any
waiver to be effective must be in writing.
27. ARBITRATION
This Agreement shall be construed in accordance with and governed by the
Laws of the State of Delaware. Any dispute, controversy or claim arising
out of or relating to this Agreement, or the breach, termination or
invalidity thereof, shall be settled by final and binding arbitration
conducted pursuant to the Rules of Conciliation and Arbitration of the
American Arbitration Association (AAA); provided, however, that nothing
herein shall be deemed to prohibit any party from seeking from relevant
courts of law immediate injunctive relief to prevent or restrain
infringement of valid intellectual property rights. Such arbitration shall
be conducted in Boston, Massachusetts if commenced by the Supplier and in
Los Angeles, California if commenced by Telaxis. The number of arbitrators
shall be three (3) with each party appointing one arbitrator and those two
arbitrators choosing the third arbitrator. If a party hereto fails to
appoint an arbitrator, such arbitrator shall be appointed by the AAA. If
the arbitrators chosen by the parties (or by the AAA as the case may be)
are unable to agree upon a third arbitrator, such third arbitrator shall
be appointed by the AAA. A judgement upon any award rendered in such
arbitration may be entered in any court having jurisdiction over the party
against whom the award is made.
28. OWNERSHIP OF INVENTIONS
28.1 Any patents, know-how, trade secrets or other technical information made
available to Supplier by Telaxis in connection with the development and
manufacture of the Products shall remain the property of Telaxis;
provided, however, Telaxis hereby grants Supplier a royalty-free license
to use such information in connection with the manufacture of Products for
sale to Telaxis. Any patents, know-how, trade secrets or other technical
information made available to Telaxis by Supplier in connection with the
development and manufacture of the Products shall remain the property of
Supplier; provided, however, Supplier hereby grants Telaxis a royalty-free
license to use such information in connection with the resale and use of
Products. Any and all patents, know-how, trade secrets, or other technical
information discovered, developed or designed in connection with the
transactions contemplated by this Agreement shall be the property of the
Supplier; provided, however, (a) the Supplier hereby grants Telaxis a
royalty-free license to use such information in connection with the resale
and use of the Products and (b) the Supplier hereby grants Telaxis a
royalty-free license to use such information in connection with the
manufacture, resale and use of the Products effective only if Telaxis
terminates this Agreement pursuant to Section 3.3.3 above.
28.2 Supplier agrees to keep confidential technical specifications for
Products, whether such specifications were provided to Supplier by Telaxis
or were established by Supplier in connection with development of the
Products.
28.3 Supplier agrees that it will not include Products among its standard
product offerings and that it will not offer, sell or otherwise give or
deliver any Products, or any other products or components of products
using or incorporating any of Telaxis's intellectual property (as
described in Section 28.1 above), to any other person or entity. Further,
Supplier agrees that it will not use any patents, know-how, trade secrets,
or other technical information discovered,
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developed or designed in connection with the transactions contemplated by
this Agreement to, directly or indirectly, compete with the Telaxis's
millimeter wave broadband communications products.
28.4 Except as set forth in this Agreement, no licence, express or implied,
under any patents, copyrights, trademarks or trade secrets are granted by
Telaxis or Supplier to the other hereunder.
IN WITNESS WHEREOF duly authorised executives on behalf of Telaxis and the
Supplier have executed this Agreement as of the date first written above.
SIGNED BY: [UNREADABLE] SIGNED BY:[UNREADABLE]
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on behalf of California Amplifier, Inc. on behalf of TELAXIS COMMUNICATIONS
CORPORATION
NAME: Xxxx Xxxxxx NAME: Xxxxxx X. XxxxXxxxxx
TITLE: Vice President TITLE: Senior Vice President
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SCHEDULE 1
PRODUCTS, PRELIMINARY PRICES AND PAYMENT SCHEDULE
Pricing is set out below. All prices are FCA Camarillo, California and do not
include sales, use or any other taxes, duties or freight charges.
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PRODUCT PRICE
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Phase 0 Product [***]
Translator PWA PN# [***]
Transceiver PN# [***]
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Cost Reduced Translator PWA PN# [***]
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Phase 2 Product [***]
Transceiver PN#
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The parties acknowledge that if there are specification changes, the price may
change.
Should Telaxis fail to purchase [***] Product Units prior to April 1, 2002 (or
two years after availability of Phase 2 Products), Telaxis shall pay to the
Supplier a cancellation charge to reimburse Supplier for non-recurring
development costs, plus amounts necessary to cover any material and equipment
purchased by Supplier to produce Products, per the Production Delivery Schedule.
This cancellation charge shall be equal to [***] per unit for the difference
between Product Units purchased by Telaxis during this period and [***].
Product for which a fee is paid pursuant to Section 8.3 shall be included in the
[***] Product Unit minimum. This cancellation fee shall not apply (a) unless
the Supplier has offered for sale and has demonstrated its capability and
capacity to offer for sale at least [***] Product Units meeting the
requirements of this Agreement during this period in accordance with the
Production Delivery Schedule or (b) if Telaxis terminates this Agreement
pursuant to Section 3.3.2 or 3.3.3.
[***] Confidential Treatment Requested.
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SCHEDULE 2
PROJECT MILESTONE SCHEDULE
The parties shall use their best efforts to meet the Target Dates set out in the
following schedule.
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PHASE 0 PROJECT SCHEDULE
------------------------------------------------------------------------------
NUMBER ITEM DESCRIPTION TARGET DATE
------------------------------------------------------------------------------
001 Telaxis to provide to Supplier [***]
missing information
- Phase 0 Product specifications
- Phase 0 Product qualification plan
- Phase 0 PWB function test procedure
------------------------------------------------------------------------------
002 Telaxis pre-orders test equipment for [***]
delivery to Supplier on 10/4/99
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003 Agreement execution [***]
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003A Supplier staff to visit Telaxis to [***]
better understand test equipment setup
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004 Prototype run for Phase 0 PWB [***]
- Supplier to ship 10 units to
Telaxis
- Supplier to retain 10 units
- Cal Amp technician to Telaxis [***]
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005 Telaxis to assemble 10 complete [***]
transceivers using Supplier produced
PWBs and ship to Supplier
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006 Test Equipment available at Supplier [***]
facility [***]
------------------------------------------------------------------------------
007 Supplier and Telaxis to commission [***]
test equipment at Supplier facility
------------------------------------------------------------------------------
008 Supplier to produce 10 transceivers [***]
using Supplier produced PWB ship to
Telaxis for evaluation
------------------------------------------------------------------------------
009 Start pilot run 50 unit target [***]
- 25 units into Supplier design
verification testing
- 25 units to Telaxis for evaluation
------------------------------------------------------------------------------
010 Production start [***]
------------------------------------------------------------------------------
011 Ramp to 100 units / week [***]
------------------------------------------------------------------------------
012 Ramp to 200 units / week [***]
------------------------------------------------------------------------------
[***] Confidential Treatment Requested.
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SCHEDULE 2 (CONTINUED)
PROJECT MILESTONE SCHEDULE
------------------------------------------------------------------------------
PHASE 2 PRODUCT DEVELOPMENT SCHEDULE
------------------------------------------------------------------------------
NUMBER ITEM DESCRIPTION TARGET DATE
------------------------------------------------------------------------------
001 Supplier to provide schedule in [***]
greater detail
------------------------------------------------------------------------------
002 Partition design into sub-system [***]
blocks
------------------------------------------------------------------------------
003 Telaxis and Supplier to finalize [***]
frequency plan
------------------------------------------------------------------------------
003 Complete design of sub-system blocks [***]
------------------------------------------------------------------------------
004 Test sub-system blocks [***]
------------------------------------------------------------------------------
005 Integrate sub-system blocks and [***]
develop prototype 1
------------------------------------------------------------------------------
006 Develop prototype 2 [***]
------------------------------------------------------------------------------
007 Tooling first article [***]
------------------------------------------------------------------------------
008 Pilot run [***]
------------------------------------------------------------------------------
009 Design verification testing and [***]
process optimization
------------------------------------------------------------------------------
009 Production start [***]
------------------------------------------------------------------------------
012 Ramp to 200 units / week [***]
------------------------------------------------------------------------------
[***] Confidential Treatment Requested.
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SCHEDULE 3
ACCEPTANCE TEST PLAN
Production verification testing of Products shall be performed by the Supplier
in accordance with a mutually-agreed production test protocol to verify that the
product has been manufactured and assembled in a manner consistent with the
approved design. The basis for the test protocol shall be the test matrix to be
finalized by the parties prior to Release to Manufacturing.
[***]
Commercial terms and conditions in this Agreement are based on the following
information provided by Milliech to Supplier:
[***]
[***] Confidential Treatment Requested.
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SCHEDULE 4
PRODUCT SPECIFICATIONS
Phase 0 Product is the current design of BWA Transceivers which Telaxis
manufactures.
Phase 2 Product is Supplier's cost reduced PWB design, new design for housing
and cover to accommodate revised floor plan of cost reduced PWB, revised
design of millimeter wave board from Telaxis integrated to form a cost
reduced BWA Transceiver with substantially the same specifications as
Phase 0 product
Translator PWB is the microwave circuit PWB used in Phase 2 Product
Product and Products means any and all of the above products.
The parties acknowledge that Phase 2 and Translator PWB are development efforts
with a goal of cost reduction to Phase 0 Product. The parties acknowledge that
specifications for these products may change based on decisions made by mutual
agreement during the development process.
[***]
[***] Confidential Treatment Requested.
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SCHEDULE 5
MATERIAL SUPPLIED BY SUPPLIER
None currently. May be amended from time to time upon mutual agreement by
Supplier and Telaxis.
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