EXHIBIT 10.15
COOPERATION AGREEMENT BETWEEN
CENTILLIUM TECHNOLOGY CORPORATION
AND
MITSUBISHI ELECTRIC CORPORATION
This Cooperation Agreement (this "Agreement") is effective as of August 25,
1997 (the "Effective Date") by and between Centillium Technology Corporation, a
California corporation, having its principal place of business at 00000 Xxxxxxxx
Xxxx., Xxxxxxx, Xx, 00000, Xxxxxx Xxxxxx of America ("Centillium"), and
Mitsubishi Electric Corporation, Communication Systems Business Division, a
Japan corporation, having its principal place of business at 0-0-0, Xxxxxxxxxx-
Xxxxxxxx, Amagasaki City, Hyogo 661, Japan, ("MITSUBISHI ELECTRIC").
- WITNESSETH -
WHEREAS, Centillium has expertise in the area of telecommunications
integrated circuits, including those which utilize multilevel modulation
techniques to enable high speed communications over copper, also known as
Digital Subscriber Line (xDSL) Technology; and
WHEREAS, MITSUBISHI ELECTRIC has expertise in the area of
telecommunications systems and associated technologies; and
WHEREAS, the parties hereto believe that each will derive benefits from a
business relationship in which they will work cooperatively to define an
integrated circuit solution for the copper interface portion of transmission
systems (the "Interface Devices"); and
WHEREAS, Centillium will be in a position to provide MITSUBISHI ELECTRIC
with early models, system support, and loop environment engineering support in
exchange for MITSUBISHI ELECTRIC's commitment to use Centillium as its preferred
vendor of the Interface Devices for its products; and
WHEREAS, the parties hereto wish to set forth in this Agreement the
guidelines of their cooperation.
NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto agree as follows:
1. Overall Objective of Cooperation
(a) The objective of this cooperation is for both companies to work
together in developing the proper "Interface Device" technologies and systems
that can significantly develop the broadband telecommunications market. The
first phase of this activity includes product definition and joint marketing to
telco customers.
(b) Each of the parties hereto will act in a commercially reasonable
fashion to provide the resources necessary to accomplish the objectives set
forth in this Agreement.
Each of the parties hereto acknowledge and agrees that there are substantial
technical, financial and commercial risks associated with a development activity
of this type and, therefore, that neither of the parties hereto can guarantee
that any of the development activities described in this Agreement or any
subsequent activities to be described in any future agreements will be completed
successfully.
(c) Both parties agree that the future phases of this Agreement, including
those described in section 2 below, may include a product development phase, and
production phase. Both parties will work together to in good faith to develop a
detailed agreement covering the relationship agreement between the two companies
for future phases.
2. Scope of Cooperation
The parties' cooperation will be conducted in phases:
(a) Phase 1: Product Definition Phase
(i) The parties hereto will jointly approve specifications for
an integrated circuit solution for the Interface Devices.
(ii) Centillium provide assistance to MITSUBISHI ELECTRIC in
marketing their DSL solution which utilizes Centillium's
Interface Devices to telcos.
(b) Phase 2: Prototyping Phase
(i) MITSUBISHI ELECTRIC will evaluate Centillium's first
prototype of the Interface Devices. Centillium will provide
evaluation boards to the MITSUBISHI ELECTRIC for this evaluation.
MITSUBISHI ELECTRIC will provide a written report on the
evaluation. MITSUBISHI ELECTRIC agrees to provide additional
evaluation reports throughout the term of this Agreement as
subsequent iterations of the Interface Devices are prototyped and
forwarded to MITSUBISHI ELECTRIC for evaluation. Prototypes of
second and/or future iterations of the Interface Devices will be
provided free of charge unless they are custom iterations for
MITSUBISHI ELECTRIC in which case Centillium may charge a fee to
be mutually agreed upon by the parties hereto.
(c) Phase 3: Pre-production and Production Phase
(i) MITSUBISHI ELECTRIC will supply written acknowledgment
that the Interface Devices meet all the specifications listed
in the Product Specification agreed to by the parties. Upon
acceptance of the Interface Devices and upon acceptance of
Centillium's pricing, MITSUBISHI ELECTRIC will provide
Centillium with a requirements forecast of its delivery
requirements covering the next six month period for the
Interface Devices to be purchased from Centillium.
(ii) MITSUBISHI ELECTRIC will also assist Centillium in
establishing standards utilizing the its modulation schemes
and will support Centillium's documentation efforts for the
Interface Devices by reviewing and providing feedback to
Centillium. If Centillium produces devices based upon such
standards, Centillium will provide Mitsubishi Electric with
access to such devices (e.g., alpha and beta test site) prior
to the general commercial release of such devices.
(iii) MITSUBISHI ELECTRIC and Centillium agree that
reasonable standard commercial terms and conditions will apply
to the sale of all devices to MITSUBISHI ELECTRIC.
3. Technology Ownership and Licenses
(a) Nothing herein will be constructed as an express or implied license
(under patents or otherwise) of any kind.
(b) Centillium will have exclusive right to design and market Interface
Devices and any improvements or modifications thereto resulting from the
activities of this Agreement.
(c) Any information disclosed by MITSUBISHI ELECTRIC to Centillium under
this Agreement with respect to direct support of the Interface Devices (i.e.,
----
with respect to characterization and performance of the Interface Devices) may
be freely used by Centillium for the purpose of implementation of design and
implementation of manufacturing and supporting Interface Devices sold to
Centillium's customers, and other substantially similar activities; the
restrictions with regard to Confidential Information set forth in Section 4
hereof will not apply to the specific information set forth above but will apply
to all other MITSUBISHI ELECTRIC information.
4. Confidential Information and Non-Disclosure
Any technical information and other business information disclosed
hereunder by either party hereto to the other will be held in strict confidence
by the receiving party from the date of disclosure until three years after the
date this agreement expires or terminates, using the same degree of care as the
receiving party uses for its own information of a similar kind, and will not be
transferred or divulged to any third-party or any employee who does not have the
requisite need to know.
a) For purposes of interpreting this Agreement, employees of MITSUBISHI
ELECTRIC affiliates, divisions or subsidiaries do not have the requisite
need to know to obtain access to Centillium Confidential Information
disclosed to MITSUBISHI ELECTRIC hereunder. Such confidentiality obligation
will not apply to portions of such technical information and other business
information, if any, (a) which were previously known to the other party
hereto free of any confidentiality obligation, (b) which are or become
known to the public, provided that such public knowledge is not
attributable to a breach of this Agreement by the other party hereto, (c)
which the furnishing party explicitly agrees in writing need not be kept
confidential (either in this Agreement or separately), (d) which are
received by the other party hereto rightfully from a third-party without a
restriction on disclosure.
b) Further, Centillium agrees not to disclose to any other party any of the
specifics of MITSUBISHI ELECTRIC's system testing and results that might
specifically indicate a problem related to such system. However, if the
Interface Devices are modified by Centillium to remedy a system problem,
Centillium may disclose such test information as may be necessary to
support such modified Interface Devices, to the extent that such disclosure
coincides with the availability of the modified Interface Devices.
5. Term
This Agreement will expire four (4) years after the Effective Date unless
extended in writing by mutual parties.
6. Governing Law.
The construction, interpretation and performance of this Agreement will be
governed by the laws of the State of California without reference to its
conflict of laws and principals. The United Nations Convention on Contracts for
the International Sale of Goods will not apply to the sale of Interface Devices
hereunder.
7. Entire Agreement
This Agreement sets forth the entire agreement and understanding between
the parties hereto with respect to its subject matter. It merges all discussions
between them and voids and replaces each and every other agreement or
understanding which may heretofore have existed between Centillium and
MITSUBISHI ELECTRIC regarding such subject matter. Notwithstanding the
foregoing, the Nondisclosure Agreement between the parties hereto, dated June,
1997, as amended, will be deemed incorporated herein by reference, provided that
each party hereto will be permitted to use any information disclosed thereunder
to the extent permitted in this Agreement.
8. Publicity
Neither party hereto will disclose the existence or content of this
Agreement without the other's prior written consent, which will not be
unreasonably withheld. Each party will submit to the other all proposed
publicity material relating to the disclosure of this Agreement or the
relationship of the parties hereto.
9. Resolution of Disputes.
All disputes, controversies or differences which may arise between the
parties hereto, out of or in relation to or in connection with this Agreement,
whether during or after its term, shall be finally resolved by arbitration in
accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce. The arbitration shall be held (a) in Tokyo, Japan in case
of an arbitration claim filed by Centillium and (b) in California, USA in case
of an arbitration claim filed by Melco. The arbitration panel shall consist of
three (3) arbitrators appointed in accordance with the said Rules. All
arbitration proceedings shall be conducted in English language.
IN WITNESS WHEREOF, each of CENTILLIUM TECHNOLOGY CORPORATION and
MITSUBISHI ELECTRIC Corporation have executed this Agreement, in duplicate
originals, by their respective officers hereunto duly authorize, the day and
year first above written.
CENTILLIUM TECHNOLOGY CORPORATION Communication
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Business Division of
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MITSUBISHI ELECTRIC
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Corporation
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By /s/ Xxxxxx Xxxxxxx By /s/ Xxxxxxxx Xxxxxxxx
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Name Xxxxxxx Xxxxxxx Name Xxxxxxxx Xxxxxxxx
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General Manager Telecom Network
Title Chairman CEO Title Systems Business Center
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