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MEMORANDUM OF UNDERSTANDING
ON
MUTUAL DEVELOPMENT OF PRODUCTS
This Memorandum of Understanding (hereinafter "MOU") is entered into as of
November 17, 1995 by and between SAT Telecommunications Division located at 00
xxx Xxxx, 00000 XXXXX XXXXX 00, XXXXXX (hereinafter "SAT") and INNOVA
Corporation located at 0000 Xxxxx 000xx Xxxxxx, XX 00000 XXX (hereinafter
"INNOVA").
WHEREAS, SAT and INNOVA both believe the market potential for digital microwave
radios is very large, not well served by existing participants, and potentially
quite profitable for both SAT and INNOVA.
WHEREAS, SAT and INNOVA both desire to broaden their product range of digital
microwave radios to cover the full range of frequency bands and transmission
bit rates necessary to meet developing market requirements.
WHEREAS, SAT has existing products which cover many of these frequency bands
and capacity requirements but of an earlier design.
WHEREAS, INNOVA is developing a new product range using a new product
architecture, but initially to cover only some of the required frequency bands
and bit rates, and
WHEREAS, SAT and INNOVA have conducted preliminary discussions to determine the
benefits of mutual cooperation in the development of a future product range.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. SAT and INNOVA will form a Joint Marketing Team which will consist of
marketing experts from each Party whose objectives are to:
1.1 To define the general requirements of the future broad product range.
This Joint Marketing Team will require inputs from both the SAT and
INNOVA Engineering to develop an overall future development plan for
review by both SAT and INNOVA.
1.2 To recommend a joint product development strategy for achieving this
broad product line based on the market needs and the existing products
for each
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company, irrespective of the capabilities of each company's engineering
departments.
2. SAT and INNOVA will form a Joint Product Development Team which will
consist of marketing, manufacturing and engineering representatives from
each company whose objectives are to:
2.1 To assess the current and potential capabilities of each company, and
based on the agreed upon joint product development strategy, recommend:
which company should perform which development activity and the
mechanisms to coordinate this product development.
2.2 To develop a definitive specification for the interface between the
Indoor and Outdoor Units of the future product range. This specification
will include a design analysis, test specification and test fixture
required to ensure future compatibility between any units developed by
each Party, ownership of the mutually developed interface specification
belonging equally to both Parties who shall each have unrestricted
rights to use it for any purposes in any country, including the right to
have made products by subcontractors. Other use of the interface by a
third party requires the mutual agreement of SAT and INNOVA. However, it
is the current intent of the Parties to have product lines which are not
identifical but rather complementary.
2.3 To recommend a plan for manufacturing of the future product range,
taking into full consideration the financial and marketing objectives of
the Parties and making available for each Party the option to purchase
products from the other Party.
3. SAT and INNOVA agree that all expenses incurred by either Party as a
result of this MOU or any development of product shall be the sole
responsibility of that Party, unless a co-funded development is decided
under a specific R&D agreement.
4. This MOU shall have an initial term of one (1) year after which it may
be renewed by mutual consent in writing of the Parties. However, the
restrictions on the use referred to in paragraph 2.2 will survive the
termination of this Agreement by an additional two years.
The first steps for each Party to perform in accordance with this MOU
include:
4.1 Form a Joint Marketing Team which will meet for the first time sometime
in October 1995 at a location to be determined by the team.
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4.2 Form a Joint Product Development Team which will meet for the first time
within one month of the initial recommendations of the Joint Marketing
Team.
5. Each Party agrees during the term of this MOU and two years after its
termination not to make available to third Parties information whether
technical commercial or financial received from the other Party, which
it has reasons to believe are confidential.
6. Nothing in this MOU shall be construed as prohibiting either Party from
engaging, alone or in cooperation with any third Parties, in any
activity which is not incompatible with the provisions hereof.
7. This MOU shall not be assigned or otherwise transferred by either Party
except upon the written consent of the other Party.
8. All agreements between SAT and INNOVA (Master Agreement dated October
23, 1992 OEM Distributor Agreement dated June 9, 1993 as later amended,
Processor for Hire Agreement dated December 7, 1994, as later amended)
remain in full force and effect according to their respective provisions
and unaffected in any manner by the signature of this MOU.
For and on behalf of For and on behalf of SAT
INNOVA CORPORATION (Societe Anonyme de
Telecommunications)
By /s/ V. XXXXX XXXXXXXXX By /s/ XXXX XXXXXXX
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(signature) (signature)
V. Xxxxx Xxxxxxxxx Xxxx Xxxxxxx
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(name) (name)
Chairman Executive V.P.
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(title) (title)
11-17-95 11-11-95
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(date) (date)
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