1
EXHIBIT 10.16
INTELLECTUAL PROPERTY LICENSE AGREEMENT
BETWEEN
NORTEL NETWORKS CORPORATION
AND
NETGEAR, INC.
2
TABLE OF CONTENTS
SCHEDULE A - LICENSED SOFTWARE
SCHEDULE B - LICENSED TECHNICAL INFORMATION
SCHEDULE C - LICENSED TRADEMARKS
SCHEDULE D - THIRD PARTY SOFTWARE
-i-
3
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This AGREEMENT (the "Agreement") entered into with effect as of the 10th day of
March, 2000 (the "Effective Date") by and between NORTEL NETWORKS CORPORATION,
a corporation organized and existing under the laws of Canada, having its
executive offices at 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
(hereinafter referred to as "NORTEL"), on its own behalf and on behalf of its
Subsidiaries, and NETGEAR, INC., a corporation organized and existing under the
laws of Delaware, with offices located at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx
Xxxxx, XX 00000 (hereinafter referred to as "NETGEAR").
WHEREAS, NORTEL's Subsidiary Nortel Networks NA Inc. ("NNNAI") and NETGEAR have
entered into a contribution agreement dated as of the date hereof (the
"Contribution Agreement") for the transfer by NNNAI to NETGEAR of certain
assets related to the NETGEAR Business; and
WHEREAS, NETGEAR desires to obtain a license under certain Intellectual
Property Rights belonging to NORTEL and its Subsidiaries and NORTEL is willing
to grant such rights and licenses, subject to the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises hereinafter set forth,
the Parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Capitalized terms used herein not otherwise defined have the meaning
ascribed to them in the Contribution Agreement. As used in this Agreement and
the Schedules attached hereto:
(a) "Administrative Services" shall mean any financial, human
resources or administrative processes or services, including any computer
software and documentation used in connection therewith, supplied to or
on behalf of the NETGEAR Business by any department, division, or
Affiliate of a NORTEL Company external to the NETGEAR Business, or by any
third person;
(b) "Affiliate" means, as to a specified individual or entity,
any individual or entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control
with such specified individual or entity. For the purposes of this
definition, "control" means the power to direct the management and
policies of another, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled"
have meanings correlative to the foregoing;
(c) "Confidential Information" shall mean any business,
marketing, technical, scientific or other information which, at the time
of disclosure, is designated as confidential (or like designation), is
disclosed in circumstances of confidence, or would be understood by the
recipient, exercising reasonable business judgment, to be confidential.
Confidential Information includes, without limitation, the terms and
1
4
conditions of this Agreement and information included in or related to the
Licensed Intellectual Property;
(d) "Distributor" shall mean a third party that NETGEAR has
sublicensed or otherwise authorized to market NETGEAR Products to End Users;
(e) "End User" shall mean a third party that buys, leases,
sublicenses or otherwise receives NETGEAR Products from NETGEAR, a Distributor
or Sublicensee primarily for its own use and not for resale;
(f) "Excluded Intellectual Property" means Intellectual Property
Rights embodied in or used in the design, development, manufacture, provision,
use or sale of Administrative Services or External Components;
(g) "External Components" means materials, components, assemblies or
parts which are incorporated in NETGEAR Products in the course of manufacturing
or assembly operations and which were not manufactured by NETGEAR prior to
closing;
(h) "Improvement" shall mean any improvement, enhancement,
modification, change, derivative work or extension made at any time;
(i) "Intellectual Property Rights" means all patent rights,
copyrights, mask work rights, confidential information rights, trademark, trade
name, distinguishing guise, trade dress, trade secret or know-how rights, all
rights of whatsoever nature in computer software and data, and any other
intangible rights or privileges of a nature similar to any of the foregoing, in
every case in any part of the world and whether or not registered. Intellectual
Property Rights shall also include all rights in any applications and granted
registrations for any of the foregoing rights;
(j) "Licensed Intellectual Property" shall mean:
(i) the Licensed Patents;
(ii) the Licensed Software;
(iii) the Licensed Technical Information; and
(iv) the Licensed Trademarks;
(k) "Licensed Patents" shall mean those Patents which are owned by
NORTEL or any one its direct or indirect wholly owned subsidiaries, and which
are being used in the NETGEAR Business as of the Effective Date, but excluding
those that are Excluded Intellectual Property;
(l) "Licensed Software" shall mean the software and related
documentation, and any copyright thereon, owned by NORTEL or any one of its
direct or indirect wholly owned subsidiaries and used in the NETGEAR Business
as of the Effective Date, but excluding that which constitutes Excluded
Intellectual Property, but including, without limitation, that software listed
in Schedule A;
(m) "Licensed Technical Information" shall mean the drawings,
schematics, specifications and designs related to NETGEAR Products and all
trade secrets embodied in any know-how, manufacturing specifications,
processing procedures or research and development information owned by NORTEL
or any one of its direct or
2
5
indirect wholly owned subsidiaries and used in the NETGEAR Business as of
the Effective Date, but excluding that which constitutes Excluded
Intellectual Property, but including, without limitation, the technical
information listed in Schedule B;
(n) "Licensed Trademarks" shall mean the trademarks listed in
Schedule C;
(o) "NORTEL Company" or "NORTEL Companies" means NORTEL and any of
its Subsidiaries;
(p) NETGEAR Business means the business related to (i) designing,
researching, manufacturing and developing NETGEAR Products by NETGEAR on or
after the date hereof, or by NORTEL, its Subsidiary Nortel Networks Inc.
("NNI"), NNNAI or NETGEAR before the date hereof; and (ii) marketing,
distributing and licensing NETGEAR Products by NETGEAR after the date
hereof or by NORTEL, NNI, NNNAI or NETGEAR before the date hereof;
(q) "Party" shall mean either NORTEL or NETGEAR;
(r) "Patents" shall mean patents, patent applications, continuations,
continuations in part, divisionals, reissues or reexaminations;
(s) "Sublicensee" shall mean a third party manufacturer under
sublicense from NETGEAR having, subject to the limitations set out herein,
the right to make, use, copy, modify and sell NETGEAR Products and to
provide engineering, installation, maintenance, repair and other services
relating to such NETGEAR Products;
(t) "Subsidiary" shall mean a company in which a Party hereto
effectively owns or controls, and continues to own or control, directly or
indirectly, more than fifty percent (50%) of the voting stock or ownership
interest therein; and
(u) "Third Party Software" shall mean software which is licensed by a
NORTEL Company from a third party and which is used in the NETGEAR Business
as of the Effective Date, including, without limitation, that software
listed in Schedule D.
ARTICLE 2
GRANT OF RIGHTS UNDER LICENSED PATENTS
2.1 Subject to the terms and conditions of this Agreement, NORTEL hereby
grants to NETGEAR a non-exclusive, royalty-free, perpetual, worldwide license
under the Licensed Patents, to make, use, lease, sell, offer to sell and import
NETGEAR Products and to provide design, development, engineering, installation,
maintenance, repair and other services relating to such NETGEAR Products. Such
license shall also include the right to have NETGEAR Products made by another
manufacturer for the use, lease or sale by NETGEAR.
2.2 The Patent license granted herein to NETGEAR shall include the right
to grant sublicenses to third parties within the scope of the license granted
in section 2.1.
2.3 The Patent license granted herein to NETGEAR shall commence on the
Effective Date, or when letters patent are issued or granted if subsequent
thereto, and, provided this Agreement is not terminated pursuant to the
provisions of this Agreement, shall continue for the
3
6
shortest of the entire term of the respective Patents under which it is
granted, the period during which such Patents are in force, or the duration of
this Agreement.
ARTICLE 3
GRANT OF RIGHTS UNDER LICENSED TECHNICAL INFORMATION
3.1 Subject to the terms and conditions of this Agreement, NORTEL hereby
grants to NETGEAR a non-exclusive, royalty-free, perpetual, worldwide license
under the Licensed Technical Information for the purpose of designing,
developing, using, manufacturing, and distributing NETGEAR Products and for the
provision of engineering, installation, maintenance, repair and other services
relating to such NETGEAR Products. The aforesaid rights shall include:
(a) the right to communicate relevant procurement
specifications related to the Licensed Technical Information to suppliers
in all countries of the world as reasonably necessary for, and solely for,
the procurement by NETGEAR of materials, parts, components and assemblies
for use in the manufacture and/or installation of the NETGEAR Products;
(b) the right to communicate to End Users purchasing the NETGEAR
Products such portions of the Licensed Technical Information as are
reasonably necessary for such End Users to operate and maintain the NETGEAR
Products;
(c) the right to communicate to Distributors such portions of
the Licensed Technical Information as are reasonably necessary for such
Distributors to distribute NETGEAR Products;
(d) the right to grant sublicenses to third parties under the
technical information license granted herein within the scope of such
license; and
(e) the right to communicate to Sub-licensees such portions of
the Licensed Technical Information as are reasonably necessary for such
Sub-licensees to develop, manufacture and distribute NETGEAR Products;
provided, however, that all recipients of the Licensed Technical Information
shall be advised by NETGEAR, in writing prior to such communication, that
proprietary information is being communicated and that such information is to
be kept confidential and not used except as permitted hereunder, and provided
further, that such recipients undertake, in writing, prior to disclosure, to
respect such confidentiality.
ARTICLE 4
GRANT OF RIGHTS UNDER LICENSED SOFTWARE
4.1 Subject to the terms and conditions of this Agreement, NORTEL hereby
grants to NETGEAR a non-exclusive, royalty-free, perpetual, worldwide license
to use, copy, modify, sublicense and distribute the Licensed Software solely
for the purpose of designing, developing, using, manufacturing, sublicensing
and distributing NETGEAR Products, and to provide
4
7
engineering, installation, maintenance, repair and other services relating to
such NETGEAR Products. The aforesaid rights shall include:
(a) the right to communicate relevant procurement specifications
related to the Licensed Software to suppliers in all countries of the world
as reasonably necessary for, and solely for, the procurement by NETGEAR of
materials, parts, components and assemblies for use in the manufacture
and/or installation of the NETGEAR Products;
(b) the right to communicate to End Users purchasing the NETGEAR
Products, such portions of the Licensed Software as are reasonably
necessary for such End Users to operate and maintain the NETGEAR Products;
(c) the right to communicate to Distributors such portions of
the Licensed Software as are reasonably necessary for such Distributors to
distribute NETGEAR Products;
(d) the right to grant sublicenses under the software license
granted herein to NETGEAR within the scope of such license; and
(e) the right to communicate to Sub-licensees such portions of
the Licensed Software as are reasonably necessary for such Sub-licensees to
develop, manufacture and distribute NETGEAR Products.
4.2 The software license granted herein shall be subject to the following
conditions:
(a) recipients of the Licensed Software other than End Users
shall be advised by NETGEAR, in writing prior to such communication, that
proprietary information is being communicated and that such information is
to be kept confidential and not used except as permitted hereunder, and
provided further, that such recipients undertake, in writing, prior to
disclosure, to respect such confidentiality; and
(b) the right to sublicense software to End Users shall be
subject to the prior or concurrent execution of a written sublicense
agreement between NETGEAR, or its Sub-licensee, and each End User whereby
the End User (i) acquires no right, title or interest in or to such
software other than the right to use it for the operation and maintenance
of such devices, products or applications bought or leased from NETGEAR;
and (ii) shall hold such software in confidence for NORTEL and NETGEAR and
shall not, at any time, without the prior written consent of NORTEL and
NETGEAR, transfer such software to any person other than employees of End
User with a need to know.
ARTICLE 5
GRANTBACK LICENSE
5.1 NETGEAR hereby grants to NORTEL Companies an unrestricted,
irrevocable, non-exclusive, worldwide, fully paid-up license under the
Transferred Intellectual Property other than the Transferred Trademarks to
make, have made, use, lease, offer to sell, sell, and import all products other
than the NETGEAR Products and to copy, modify and sublicense and distribute
relevant material for such purposes. Such license shall include the right to
sublicense such rights to purchasers and users of such products but not to
otherwise sublicense such rights.
5
8
5.2 NETGEAR hereby grants to NORTEL Companies an unrestricted,
irrevocable, non-exclusive, worldwide, fully paid-up license under all
Improvements which are invented, created, developed or otherwise acquired by
NETGEAR during the period that NETGEAR is a Subsidiary of NORTEL and which
relate to the Transferred Intellectual Property other than the Transferred
Trademarks to make, have made, use, lease, offer to sell, sell, and import all
products other than the NETGEAR Products and to copy, modify and sublicense and
distribute relevant material for such purposes. Such license shall include the
right to sublicense such rights to purchasers and users of such products but not
to otherwise sublicense such rights.
ARTICLE 6
IMPROVEMENTS TO THE LICENSED INTELLECTUAL PROPERTY
6.1 During the period that NETGEAR is a subsidiary or NORTEL, if NETGEAR
invents, creates, develops or otherwise acquires any Improvement relating to the
Licensed Intellectual Property, NETGEAR shall promptly notify NORTEL in writing
giving details of such Improvement and will provide NORTEL, free of charge other
than the reasonable cost of providing copies thereof, any explanations that
NORTEL may reasonably require concerning the Improvement including, without
limitation, access to copies of information, data, technology, designs,
drawings, prototypes, models, computer materials and software describing or
embodying the Improvements, provided such action does not adversely affect
NETGEAR's ability to obtain patent protection.
6.2 NETGEAR, to the extent of its legal right so to do, and subject to
the terms and conditions of this Agreement, shall grant to NORTEL Companies and
their Affiliates a royalty free, non-exclusive, unrestricted, perpetual,
worldwide license (with a right to grant sublicenses thereunder) under all
Intellectual Property Rights in any Improvements which are invented, created,
developed or otherwise acquired by NETGEAR during the period that NETGEAR is a
Subsidiary of NORTEL and which relate to the Licensed Intellectual Property to
make, have made, use, lease, offer to sell, sell, and import products and to
copy, modify and sublicense and distribute relevant material for such purposes.
6.3 If the Improvement relating to the Licensed Intellectual Property
involves patentable subject matter, then:
(a) if NETGEAR files for, or acquires, any patent thereon in
any country, NETGEAR shall grant to NORTEL Companies a non-exclusive,
royalty free, unrestricted, full term license (with a right to grant
sublicenses thereunder) under any such patents to make, have made, use,
lease and sell, offer for sale and import; and
(b) if NETGEAR intends to file patent application(s) only in
certain countries, NETGEAR shall, within such time as will enable a
NORTEL Company to make timely patent applications in other countries,
provide NORTEL, at its request, with all signatures and documents
necessary for filing applications for and obtaining such patents in such
other countries, provided a NORTEL Company shall file such patent
applications at its own expense (but with such assistance as NETGEAR may
properly give) and NETGEAR shall be granted, if it so requests, a
non-exclusive, free, unrestricted, full term license (with the right to
grant sublicenses) under such patents.
6
9
6.4 In the event NETGEAR transfers or assigns to a NORTEL Company or its
designee all or part of its interest in any Improvement pursuant to section
6.03(b), the licenses granted to NETGEAR relating to the Licensed Intellectual
Property pursuant to this Agreement shall extend to any patent rights in such
Improvement.
ARTICLE 7
PROVISION OF LICENSED INTELLECTUAL PROPERTY
7.1 During a period of six (6) months ("Technology Disclosure Period")
commencing on the Effective Date, NORTEL shall, subject to the terms and
conditions of this Agreement, provide to NETGEAR the Licensed Intellectual
Property. The Licensed Intellectual Property shall be in the form being used by
the NETGEAR Business as of the Effective Date.
7.2 NETGEAR shall be responsible, during the Technology Disclosure Period,
for ensuring it receives all the Licensed Intellectual Property it requires to
fully enjoy the rights licensed to it under this Agreement. Both Parties shall
cooperate fully to ensure this result.
7.3 Any Licensed Intellectual Property that is reduced to a tangible form
and that is provided by NORTEL to NETGEAR, shall be deemed to have been
transferred to NETGEAR upon receipt of such tangible form by either a
representative of NETGEAR or a representative of a common carrier designated by
NETGEAR. Licensed Intellectual Property that is delivered by NORTEL using
photonic and/or electronic communications networks, shall be deemed to have been
transferred to NETGEAR when such technology is transmitted by NORTEL to NETGEAR.
7.4 NORTEL shall not be obligated to create, register, or a make an
application for any new intellectual property for NETGEAR under this Agreement.
7.5 NETGEAR shall not acquire any access rights under this Agreement
relating to any network, database, application, computer and/or system operated
by NORTEL and/or its Affiliates.
ARTICLE 8
GRANT OF RIGHTS UNDER THE LICENSED TRADEMARKS
8.1 NORTEL hereby grants to NETGEAR a personal, royalty-free,
non-transferable, nonassignable, indivisible, non-exclusive, worldwide-right to
use the Licensed Trademarks solely in association with NETGEAR Products, or its
related packaging or marketing materials, that were produced, manufactured or
otherwise in existence prior to the Effective Date. The Licensed Trademarks
shall not be used in such a manner that could reasonably jeopardize the validity
of the Licensed Trademarks or to damage or detract from NORTEL's goodwill or
interest in the Licensed Trademarks. Without limiting the generality of the
foregoing, NETGEAR shall not use the Licensed Trademarks in association with
NETGEAR Products, or any business activity where NORTEL believes, in its sole
discretion, such association could be detrimental to NORTEL's reputation.
Nothing in this Agreement shall prevent NETGEAR or any of its Affiliates from
using the word "Network" or any word similar thereto, alone or in connection
7
10
with one or more other words or designs, as a trademark, service xxxx, trade
name or otherwise, provided that use of such word when it is included as part of
the Licensed Trademarks shall be in accordance with the provisions of this
Article 8.
8.2 Nothing contained herein shall authorize or grant any rights with
respect to use of the Licensed Trademarks in association with any other products
or services sold by NETGEAR in any country or territory.
8.3 NORTEL further grants to NETGEAR the perpetual right to represent
publicly that it was once owned by NORTEL and was a Subsidiary thereof, but
nothing in this section 8.3 shall expand or extend the rights granted to NETGEAR
under the Licensed Trademarks as otherwise provided for in this Article 8.
8.4 NETGEAR shall comply with NORTEL's instructions as to the form and
manner in which the Licensed Trademarks will be used pursuant hereto and shall
ensure that all such use is in accordance with applicable legal requirements of
any country in which the Licensed Trademarks are used. NETGEAR shall submit to
NORTEL for prior approval, in the manner in which NORTEL shall direct, all
advertising and other material on which the Licensed Trademarks appear and any
such advertising or other material shall be deemed to have been approved five
(5) business days following receipt by NORTEL unless NETGEAR is notified to the
contrary prior to the expiration of such five (5) day period. NORTEL shall also
have the right to monitor and inspect NETGEAR Products used or sold by NETGEAR
at reasonable times for the purpose of enabling NORTEL to ensure such compliance
exists. Notwithstanding the foregoing, NETGEAR shall have no obligation to
submit to NORTEL for prior approval, and may use, any such packaging,
advertisement or other material which is substantially similar to any packaging,
advertisement or other material previously approved or deemed approved under
this Section 8.4.
8.5 NETGEAR acknowledges that all rights, title, and interest of the
Licensed Trademarks and all goodwill associated therewith are, and shall remain,
the sole property of NORTEL and no rights are conferred upon NETGEAR with
respect to the Licensed Trademarks except as specifically set forth herein. All
use of the Licensed Trademarks by NETGEAR pursuant to this Agreement shall enure
to the benefit of NORTEL.
8.6 NETGEAR acknowledges that NORTEL has not registered the Licensed
Trademarks in all countries in which NETGEAR Products may be used or sold by
NETGEAR. NETGEAR shall take all reasonable precautions to protect the Licensed
Trademarks from infringement and advise NORTEL of any infringement or apparent
infringement as soon as it becomes known to NETGEAR.
8.7 NETGEAR shall have the right to use the Licensed Trademarks, as herein
provided, from the Effective Date of this Agreement and continuing for a period
of one (1) year thereafter (the "Trademark Expiration Date"). Unless terminated
earlier as provided herein, the licenses granted under this Article 8 shall
terminate automatically, without notice, on the Trademark Expiration Date.
8.8 NORTEL shall be entitled to terminate the rights herein granted to
NETGEAR under the Licensed Trademarks at any time effective upon written notice
to NETGEAR if, in NORTEL's reasonable determination, such termination is
necessary in order to protect the Licensed Trademarks.
8
11
8.9 Upon termination or expiration of this Agreement and/or upon the
termination of the licenses granted under this Article 8, NETGEAR shall
forthwith discontinue the exercise of the license rights granted hereunder, and
all rights conferred upon NETGEAR hereunder to the Licensed Trademarks shall
revert to NORTEL. Thereafter, within thirty (30) days of receipt of written
request from NORTEL, NETGEAR shall deliver up to NORTEL, or at NORTEL's option
provide a certificate of destruction of all materials bearing the Licensed
Trademarks.
8.10 Except as provided in Section 8.1, in any advertising, sales
promotion materials, press releases or any other publicity matters NETGEAR shall
not use the names "Nortel Networks", "Bay Networks", "Northern Telecom", "BNR",
"Xxxx Northern Research", "Nortel Networks Technology" or the name of any NORTEL
Company, or any variation thereof or language from which the connection of said
names may be applied without the prior written consent of a duly authorized
representative of NORTEL's Corporate Branding Department, which may be withheld
at NORTEL's sole discretion.
ARTICLE 9
THIRD PARTY SOFTWARE LICENSE
9.1 NORTEL and NETGEAR acknowledge that the NETGEAR Business may include
the use of Third Party Software. Accordingly, NORTEL, to the extent of its legal
right so to do, hereby grants to NETGEAR a sublicense to all rights NORTEL and
its Subsidiaries have in Third Party Software. Nothing herein shall (i) require
NORTEL to acquire additional rights to sublicense such rights from a third
party, (ii) perform any other actions to enable NETGEAR to obtain rights under
any such sublicense, (iii) pay any money to permit NETGEAR to obtain rights
under any such sublicense, (iv) amount to a representation that NORTEL has any
such sublicensing rights, or (v) require NORTEL to sublicense any Third Party
Software which is being used by any NORTEL Company outside of the NETGEAR
Business if the granting of such a sublicense would restrict such NORTEL Company
from continuing to use such Third Party Software.
9.2 The rights granted under this Article 9 are subject to NETGEAR
agreeing to, and NETGEAR hereby agrees to:
(a) observe all the applicable terms and conditions of NORTEL's
agreement with the supplier of each item of such Third Party Software
(hereinafter "the Supplier");
(b) make reports and remittances to NORTEL in respect of
NETGEAR's use and sublicensing of such Third Party Software in a timely manner
so as to permit NORTEL to satisfy its obligations with respect to reports and
remittances to such Suppliers. NETGEAR's remittances in this regard shall
include all amounts owed by NORTEL to the Suppliers in respect of NETGEAR's use
of such Third Party Software, plus NORTEL's reasonable charges for copying,
transmitting, configuring or otherwise making available to NETGEAR such Third
Party Software, and indemnify and hold harmless NORTEL and its Subsidiaries from
any and all claims and liabilities (including reasonable legal fees and
expenses) arising out of NETGEAR's
9
12
use of such Third Party Software.
ARTICLE 10
CONFIDENTIAL INFORMATION
10.1 For the term of this Agreement and for a period of ten (10) years
thereafter, any Confidential Information of one Party (hereinafter "Disclosing
Party") received by the other Party (hereinafter "Receiving Party") under this
Agreement, shall be used, disclosed, or copied, only for the purposes of, and
only in accordance with, the provisions of this Agreement. The Receiving Party
shall use the same degree of care as it uses to protect its own Confidential
Information of a similar nature, but no less than reasonable care, to prevent
the unauthorized use, disclosure or publication of the Confidential Information.
Without limiting the generality of the foregoing, the Receiving Party shall only
disclose Confidential Information to its employees, contractors, end users and
third party sub-licensees who need to obtain access thereto consistent with such
Party's rights under this Agreement. The Receiving Party shall not make or have
made any copies of Confidential Information except those copies that are
necessary for the purposes of this Agreement; and the Receiving Party shall
affix to any copies it makes of the Confidential Information, all proprietary
notices or legends affixed to the Confidential Information as they appear on the
copies of the Confidential Information originally received from Disclosing
Party.
10.2 The Receiving Party shall not be bound by any obligation restricting
the disclosure and use of Confidential Information set forth in this Agreement
to the extent that:
(a) such disclosure or use
(i) is necessary to enable NETGEAR to provide
specifications to suppliers for the procurement of materials, parts,
components and assemblies for use in the manufacture, use or sale of
NETGEAR Products, or
(ii) is necessary to enable end users purchasing,
sublicensing or otherwise acquiring NETGEAR Products to operate and
maintain such NETGEAR Products; or
(b) such Confidential Information
(i) was lawfully in the public domain prior to its
disclosure, or becomes publicly available other than through a breach
of this Agreement,
(ii) was disclosed to the Receiving Party by a third party
provided such third party, or any other party from whom such third
party receives such information, is not in breach of any
confidentiality obligation in respect of such information,
(iii) is disclosed when such disclosure is required
pursuant to legal, judicial, or administrative proceedings, or
otherwise required by law, subject to the Receiving Party using
reasonable efforts to provide prior notice to the Disclosing Party to
allow it to seek protective or other court orders, or
10
13
(iv) is disclosed, pursuant to a standard confidentiality
agreement, to a potential purchaser, in connection with a possible
acquisition of NETGEAR or substantially all of its assets, through an
asset transaction, merger, stock transaction or otherwise.
10.3 Within twenty (20) business days of the Disclosing Party's request,
the Receiving Party shall return to the Disclosing Party all Confidential
Information and all copies thereof (or such copies or portion of the
Confidential Information as the Disclosing Party specifies), or, if so directed
by the Disclosing Party, shall immediately destroy such Confidential Information
and all copies thereof (or such copies or portion of the Confidential
Information as the Disclosing Party specifies) and shall certify such
destruction to the Disclosing Party. Each Party shall notify the other Party
immediately upon learning of any unauthorized disclosure of the other Party's
Confidential Information.
ARTICLE 11
INFRINGEMENT OF LICENSED INTELLECTUAL PROPERTY
11.1 NETGEAR shall promptly give notice in writing to NORTEL of any
actual, suspected or threatened infringement by third parties of any Licensed
Intellectual Property.
11.2 NORTEL has the right to exercise sole control over legal proceedings
relating to any actual, suspected or threatened infringement by third parties of
any Licensed Intellectual Property. If NORTEL exercises this right, NETGEAR
shall cooperate with NORTEL, at NORTEL's expense, in all matters relating to
such proceedings and provide NORTEL with all support that NORTEL is reasonably
necessary in order to pursue any action relating to such actual, suspected or
threatened infringement.
11.3 If NORTEL does not exercise its rights pursuant to section 11.2, the
Parties agree to enter into good faith negotiations with regard to the
assignment of the subject Licensed Intellectual Property from NORTEL to NETGEAR
for fair value and including from NETGEAR an unrestricted grantback license
under any such assigned Licensed Intellectual Property to NORTEL and its
Subsidiaries.
ARTICLE 12
LIABILITY
12.1 Nothing contained in this Agreement shall be construed as:
(a) requiring the filing of any patent or trademark application,
the securing of any patent or trademark, or the maintaining of any patent
or trademark in force;
(b) a representation or warranty of any kind by NORTEL as to
merchantability, fitness for a particular purpose, validity or scope of
the Licensed Intellectual Property or any Improvements relating thereto,
or whether or not the use of the Licensed Intellectual Property or any
Improvements relating thereto will infringe any patent or other rights of
any other person;
11
14
(c) an agreement to bring or prosecute actions or suits against
third parties for infringement;
(d) an obligation to furnish any assistance or any manufacturing
or technical information not constituting Licensed Intellectual Property;
(e) except as provided herein, conferring any right to use, in
advertising, publicity or otherwise, any name, trade name or trademark, or
any contraction, abbreviation or simulation thereof;
(f) conferring by implication, estoppel or otherwise upon either
Party any license or other right under any patent or other intellectual
property right, except the licenses and rights expressly granted herein;
or
(g) an obligation on the part of one Party to indemnify the other
Party for any reason.
12.2 EXCEPT AS EXPRESSLY PROVIDED FOR IN THE CONTRIBUTION AGREEMENT, IN
NO EVENT SHALL ANY NORTEL COMPANY OR NETGEAR (INCLUDING THEIR SUBSIDIARIES,
AFFILIATES, SHAREHOLDERS, OFFICERS, CONTRACTORS, DIRECTORS, EMPLOYEES AND
AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOST BUSINESS, LOST
SAVINGS, LOST DATA, AND LOST PROFITS, REGARDLESS OF THE CAUSE AND WHETHER
ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE),
OR OTHERWISE, EVEN IF THE BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
ARTICLE 13
NOTICES
13.1 Any and all notices or other information to be given by one of the
Parties to the other shall be deemed sufficiently given when forwarded by
prepaid registered or certified first class air mail or by facsimile
transmission, overnight courier or hand delivery to the other Party at the
following address:
If to NETGEAR:
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xx
If to NORTEL:
12
15
Nortel Networks Corporation
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
Attention: Vice President, Intellectual Property Law
with a copy, which does not constitute notice, to:
Nortel Networks Corporation
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Facsimile: (000) 000-0000
Attention: Vice-President, Mergers & Acquisitions
and such notices shall be deemed to have been received ten (10) business days
after mailing if sent by mail, and the following business day if sent by
facsimile transmission, overnight courier or delivered by hand.
13.2 The aforementioned address of either Party may be changed to any time
by giving twenty (20) days prior notice to the other Party in accordance with
the foregoing.
13.3 In the event of a generally-prevailing labor dispute or other
situation which will delay or impede the giving of notice by any such means, in
either the country of origin or of destination, the notice shall be given by
such specified mode as will be most reliable and expeditious and least affected
by such dispute or situation.
ARTICLE 14
TERM AND TERMINATION
14.1 This Agreement shall become effective on the Effective Date indicated
above and shall continue in effect unless terminated as set out in this
Agreement.
14.2 In the event of any material breach of this Agreement, the
non-breaching Party may terminate this Agreement by giving sixty (60) days prior
written notice to the other Party. This Agreement shall not, however, terminate
under this section 14.2 if:
(a) the other Party has cured the breach prior to the expiration
of such sixty (60) day period; or
(b) such breach cannot be cured within such sixty (60) day
period, the other Party has initiated actions to cure such breach within
such sixty (60) day period, and the other Party thereafter cures such
breach as soon as reasonably practicable.
14.3 In the event NETGEAR:
13
16
(a) admits in writing its inability to pay its debts
generally as they become due;
(b) commits an act of bankruptcy;
(c) is the subject of a petition or assignment in bankruptcy
under applicable bankruptcy laws or other similar laws, that is not
discharged in thirty (30) days;
(d) files a notice of intention to make a proposal or
otherwise seeks a reorganization under applicable bankruptcy laws or any
other similar law or statute of any relevant jurisdiction;
(e) makes an assignment for the benefit of its creditors;
(f) consents to the appointment of a receiver or
receiver-manager of itself or of the whole or any substantial part of
its property; or
(g) enters into an arrangement with or for the general
benefit of its creditors,
NORTEL may terminate this Agreement immediately upon notice.
14.4 Upon termination of this Agreement:
(a) all licenses granted to NETGEAR under this Agreement
shall terminate with the exception of:
(i) any rights NETGEAR necessarily requires to sell,
lease, sublicense or use any NETGEAR Products whose manufacture
was initiated before the termination date, and
(ii) any rights NETGEAR needs in order to continue to
maintain such NETGEAR Products whose manufacture was initiated
by NETGEAR prior to the termination date;
(b) NETGEAR shall, at NORTEL's option, destroy, or return
all copies of the parts of Licensed Intellectual Property including all
Confidential Information relating to the subject matter of Licensed
Intellectual Property.
14.5 termination of this Agreement shall not entitle NETGEAR to
reimbursement of any amount previously paid to NORTEL.
14.6 Notwithstanding any termination hereunder, the provisions of
Article 1 -- Definitions, Article 5 -- Grant Back License, Article 6 --
Improvements to Licensed Intellectual Property, Article 12 -- Liability, this
Article 14 -- Term and Termination and Article 16 -- General, shall survive
this Agreement. For greater certainty, upon termination, any inconsistency
between the terms and conditions of this Article 14, and the terms and
conditions of any other Article of this Agreement, shall be resolved by deeming
the terms and conditions of this Article 14 determinative.
14
17
ARTICLE 15
ASSIGNMENT OF RIGHTS
15.1 NETGEAR shall not assign or transfer this Agreement or any of the
rights or obligations granted hereunder except in conjunction with the
subsequent sale of all or substantially all of the NETGEAR Business to the
assignee of the NETGEAR Business provided that:
(a) NETGEAR shall provide prior written notice to NORTEL of any
such assignment;
(b) such assignee shall agree in writing to assume all
obligations of NETGEAR hereunder and to comply with the terms of this
Agreement; and
(c) all rights of NETGEAR and any of its Subsidiaries hereunder
shall terminate on the effective date of any such assignment.
15.2 NORTEL shall have the right to delegate or assign this Agreement to
any of its Subsidiaries without the consent of NETGEAR; provided that NORTEL
has also assigned the Intellectual Property Rights underlying this Agreement
to such Subsidiaries.
ARTICLE 16
GENERAL
16.1 No agency, partnership, joint venture or employment relationship is
or shall be created by virtue of this Agreement.
16.2 A Party shall not be liable, wholly or in part, for non-performance
or a delay in performance of its obligations under this Agreement, if such
delay is due to force majeure or contingencies or causes beyond the reasonable
control of such Party, including but not limited to, flood, wind, hurricane,
tornado, earthquake, explosion, or other similar catastrophe, hostilities,
restraint or rulers or people, civil commotion, act of terrorism, strike, labor
dispute, blockage or embargo or any act of nature, fires, accident, epidemic or
quarantine restrictions.
16.3 The Schedules hereto, as may be modified in accordance with the term
and conditions herein, form part of this Agreement. This Agreement may only be
modified by an instrument in writing mutually agreed upon and executed by each
Party's duly authorized representatives.
16.4 NETGEAR acknowledges that NETGEAR Products and Licensed Intellectual
Property may be subject to US export control laws, including the US Export
Administration Act and its associated regulations, and may be subject to export
or import regulations in other countries. NETGEAR agrees to comply strictly
with all such regulations and acknowledges that it has the responsibility to
obtain such licenses to export; re-export or import NETGEAR Products or
Licensed Intellectual Property as may be required after delivery to NETGEAR.
16.5 The Parties agree that the UN Convention on Contracts for the
International Sale of Goods (Vienna, 1980) shall not apply to this Agreement
nor to any dispute arising out of this Agreement.
15
18
16.6 All rights and licenses granted under or pursuant to this Agreement
by NORTEL to NETGEAR are, for all purposes of section 365(n) of Title 11 of the
United States Code ("Title 11"), licenses of rights to "intellectual property"
as defined in Title 11. NORTEL agrees that NETGEAR, as licensee of such licenses
and rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under Title 11. To the extent permissible under the
relevant agreements, NETGEAR shall succeed to NORTEL as licensee with respect to
any third party software NETGEAR has sublicensed from NORTEL if NORTEL rejects
the license in a bankruptcy proceeding.
16.7 In the event that any provision of this Agreement is found to be
invalid, voidable or unenforceable, the Parties agree that such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining portions thereof, and that the provision in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.
16.8 This Agreement constitutes the entire agreement between the Parties
and supersedes all other agreements between the Parties concerning the subject
matter herein.
[The remainder of this page is blank.]
19
16.9 This Agreement shall be governed by and construed in accordance with
the laws of the State of California (without reference to the conflicts of law
provisions thereof) and the federal laws of the United States of America
applicable therein.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
NORTEL NETWORKS CORPORATION NETGEAR, INC.
/s/ [SIGNATURE ILLEGIBLE]
----------------------------- -----------------------------------------
Authorized Signature Authorized Signature
----------------------------- -----------------------------------------
Name Name
----------------------------- -----------------------------------------
Title Title
/s/ [SIGNATURE ILLEGIBLE]
-----------------------------
Authorized Signature
-----------------------------
Name
-----------------------------
Title
17
20
16.9 This Agreement shall be governed by and construed in accordance with
the laws of the State of California (without reference to the conflicts of law
provisions thereof) and the federal laws of the United States of America
applicable therein.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
NORTEL NETWORKS CORPORATION NETGEAR, INC.
/s/ XXXXXXX XX
----------------------------- -----------------------------------------
Authorized Signature Authorized Signature
Xxxxxxx Xx
----------------------------- -----------------------------------------
Name Name
CEO
----------------------------- -----------------------------------------
Title Title
-----------------------------
Authorized Signature
-----------------------------
Name
-----------------------------
Title
17
21
SCHEDULE A - LICENSED SOFTWARE
To the extent that it is not already owned by NETGEAR, all software owned by a
NORTEL Company and used in the NETGEAR Business as of the Effective Date and
incorporated in the following products:
RT210/211 ISDN ROUTER - This product is a customization of an ISDN router
originally from CLAM router from the Scorpion division of Xylogics/Wellfleet.
Routing and user configuration software for this product was developed by
Scorpion personnel for NETGEAR use. The RT210/211 is currently discontinued by
NETGEAR but is still in use by customers and a copy of this code is on the
NETGEAR support website.
FS516 FAST ETHERNET SWITCH - uses the NET IC 100 series Chipset, which was
originally from the Net IC subsidiary of Bay Networks. The FS516 switch uses
firmware developed by the Nortel subsidiary to program the ICs when the switch
is powered on. This product has been redesigned using newer circuitry, but these
products have been shipped and are currently in use by the customer. NETGEAR
also may be using this software in the refurbishing process.
LCP100 CABLE MODEM - currently selling in the Boston area, uses
software/firmware originally from LANCity and now Arris, customized for NETGEAR
use.
FS562 AND FS566 FAST ETHERNET SWITCHES - based on the NetIC 100 chipsets using
the software developed by NetIC division of Bay Networks.
18
22
SCHEDULE B - LICENSED TECHNICAL INFORMATION
1. Licensed Technical Information includes all information owned by a
NORTEL Company and used in the NETGEAR Business as of the Effective Date and
incorporated in the following general practices, procedures and documentation
standards:
a) Engineering Information
- NORTEL Companies Practices (NTPs),
- general specifications,
- schematic drawings,
- functional descriptions,
- application engineering support systems,
- design documents,
- feature documents,
- engineering manuals,
- safety and environmental testing and documentation requirements,
- telecom and cable system homologation practices,
- Ethernet IEEE Standards details, and
b) Manufacturing information:
- assembly drawings,
- stock lists,
- part drawings,
- procurement information and specifications,
- component information,
- inspection information,
- design change control procedures,
- specifications for finishes, and
- quality assurance procedures.
2. To the extent that it is not already owned by NETGEAR, all information
owned by a NORTEL Company which is incorporated in electrical hardware and
mechanical designs and manufacturing information used in the NETGEAR Business as
of the Effective Date in connection with or in the adaptation or development of:
a) RT210//211 ISDN Router.
b) LCP 100.
3. To the extent that it is not already owned by NETGEAR, all information
owned by a NORTEL Company which is incorporated in the 10/100Mbps Switching
integrated circuit (IC) used in the NETGEAR Business as of the Effective Date in
connection with or in the adaptation or development of:
19
23
a) FS516 Fast Ethernet Switch.
b) FS562 Fast Ethernet Switch.
c) FS566 Fast Ethemet Switch.
20
24
SCHEDULE C - LICENSED TRADEMARKS
Bay Networks
Bay Networks Logo
Nortel Networks
Nortel Networks Logo
21
25
SCHEDULE D - THIRD PARTY SOFTWARE
Third Party Software includes all software which is licensed by a NORTEL
Company from a third party and which is used in the NETGEAR Business as of the
Effective Date, including, without limitation, that Third Party Software
incorporated in the following products:
XM128 - ISDN DIGITAL MODEM PRODUCT
-------------------------------------------------------------------------------------------------------
Vendor Product Notes
-------------------------------------------------------------------------------------------------------
Adobe Acrobat Reader 3.0 Distribution Version
Adtran Algorithm Algorithm to determine SPID and Switch types in
North America. Includes license for Adtran Expert
ISDN logo.
Microsoft Internet Explorer 3.0 Part of IEDK (Internet Explorer Developers Kit)
ZyXEL Windows 95/98/NT
drivers
-------------------------------------------------------------------------------------------------------
PA301 - 10M PCI PHONE LINE ADAPTER PRODUCT
-------------------------------------------------------------------------------------------------------
Vendor Product Notes
-------------------------------------------------------------------------------------------------------
Boadcom Windows 95/98/NT Includes license for Broadcom logo.
drivers
Regula Systems Internet Sharing software Based on Fatpipe software.
Includes license for Fatpipe logo.
Regula Systems Network Service auto Modifications to Microsoft MSDN
installer
Microsoft MSDN CD Redistributable freeware from MSDN CD
-------------------------------------------------------------------------------------------------------
PA101 - 10M USB PHONE LINE ADAPTER PRODUCT
-------------------------------------------------------------------------------------------------------
Vendor Product Notes
-------------------------------------------------------------------------------------------------------
Broadcom Windows 95/98/NT Includes license for Broadcom logo.
Embedded drivers (ported
from Windows PCI
drivers)
Regula Systems Internet Sharing software Based on Fatpipe software.
Includes license for Fatpipe logo.
Regula Systems Network Services auto Modifications to Microsoft MSDN
installer
Microsoft MSDN CD Redistributable freeware from MSDN CD
-------------------------------------------------------------------------------------------------------
PE102 - PHONE LINE ETHERNET BRIDGE PRODUCT
-------------------------------------------------------------------------------------------------------
Vendor Product Notes
-------------------------------------------------------------------------------------------------------
Broadcom Windows 95/98/NT Includes license for Broadcom logo.
drivers (same as PA101)
KLSI/AOX KLSI Embedded drivers Ethernet drivers for KSLI microchip.
-------------------------------------------------------------------------------------------------------
22
26
23
27
PR356 - 56K ANALOG PHONE LINE ROUTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Broadcom Windows 95/98/NT Includes license for Broadcom logo.
drivers (same as PA101)
KSLI/AOX KSLI Embedded drivers Ethernet drivers for KSLI microchip.
Ramp Networks Ramp Router Firmware Modification of their existing 2001
firmware.
--------------------------------------------------------------------------------
RT210/211 - ISDN ROUTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Xylogics Hardware and Routing Product discontinued, but software
software on NETGEAR website for support
reasons
--------------------------------------------------------------------------------
XX000 XXXX XXXXXX, XX000 XXXXXX XXX, XX 000 XXXX 00/000 XXXXXX, XX 000 56K
MODEM/ROUTER W/4PT HUB, AND RT311 ETHERNET ROUTER PRODUCTS
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
ZyXEL Hardware and Routing
software
ZyXEL GUI for the RT338 and
RT311 products.
--------------------------------------------------------------------------------
ND508/520 NETWORK DISK DRIVE PRODUCTS
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Realm Hardware and Routing
Information software
Technologies
Apache Apache Web
Microsoft 1. 40comupd.exe-
upgrades, comctl32.dll
2. W95ws2setup.exe-
upgrade to winsock
DLLs
--------------------------------------------------------------------------------
PS110/104/105 PRINT SERVER PRODUCTS
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Sercomm Hardware and print
serving software
InstallShield Installation Program Public software, one time fee paid
by Sercomm
--------------------------------------------------------------------------------
FA310 - 10/100 MBPS PCI ETHERNET ADAPTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Lite-On Windows Windows 2000 is just now being
Communications 95/98/NT/Novell 3.x, 4.x, submitted to Microsoft for
5.x, SCO Unix, NDIS 2 inclusion on CD.
and packet drivers
--------------------------------------------------------------------------------
24
28
FA311/312 - 10/100MBPS PCI ETHERNET ADAPTER PRODUCTS
--------------------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------------------
National Windows Note on Microsoft CD
Semiconductor 95/98/2000/NT/Novell
4.x, 5.x and SCO Unix
and Linux drivers
Lite-on Drivers for using the
Communications National Chipset
--------------------------------------------------------------------------------------------
FA410 - 10/100MBPS PCMCIA ETHERNET ADAPTER PRODUCTS
--------------------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------------------
D-Link Windows Uses Abocom IC, manufactured by Cameo
95/98/2000/NT/Novell
Client and NDIS 2
--------------------------------------------------------------------------------------------
FA510 - 10/100MBPS CARDBUS ETHERNET ADAPTER PRODUCTS
--------------------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------------------
Ambicom Windows Manufactured by Ambicom
95/98/2000/NT/Novell
Client and NDIS 2
--------------------------------------------------------------------------------------------
GA620 - GIGABIT ETHERNET FIBER PCI ADAPTER PRODUCT
--------------------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------------------
Alteon Windows
Websystems 98/2000/NT/Novell server
4.x, 5.x drivers
---------------------------------------------------------------------------------------------
FA101 - USB 10MB ETHERNET ADAPTER PRODUCT
--------------------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------------------
KLSI/AOX Windows 98/2000drivers Ethernet drivers for KSLI microcchip.
---------------------------------------------------------------------------------------------
FA201 - ISA 10MB ETHERNET ADAPTER PRODUCT
--------------------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------------------
D-Link Windows
95/98/2000/NT/Novell
client, 3.x, 4.x, 5.x and
NDIS2 and SCO Unix
drivers
--------------------------------------------------------------------------------------------
25
29
PRODUCTS UNDER DEVELOPMENT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GA620T - GIGABIT XXXXXXXX 0000XXXX-X TWISTED PAIR PCI ADAPTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Alteon Windows 98/NT drivers Product under development.
Websystems
--------------------------------------------------------------------------------
WAXXX - PCI TO WIRELESS 11MB ADAPTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Sharewave Windows 95/98/NT Product under development.
drivers
--------------------------------------------------------------------------------
WBXXX - WIRELESS 11MB TO ETHERNET BRIDGE PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Sharewave Windows 95/98/NT Product under development.
drivers
--------------------------------------------------------------------------------
WAXXX - PCMCIA TO WIRELESS 11MB ADAPTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Sharewave Windows 95/98/NT Product under development.
drivers
--------------------------------------------------------------------------------
RD381 - ADSL (G.LITE) INTEGRATED DSL ROUTER AND FULL RATE ADSL ROUTER PRODUCTS
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
ZyXEL Hardware and Routing Product under development.
software
ZyXEL GUI for the products.
--------------------------------------------------------------------------------
RT3XX - FIREWALL ROUTER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
ZyXEL Hardware and Routing Product under development.
software
ZyXEL GUI for the products.
--------------------------------------------------------------------------------
NDXXX - AUDIO/VIDEO JUKEBOX PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
TBD Video and audio serving Product under development.
software
--------------------------------------------------------------------------------
26
30
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PS1XX3 PORT AND 1 PORT PRINT SERVER PRODUCT
--------------------------------------------------------------------------------
Vendor Product Notes
--------------------------------------------------------------------------------
Sercomm Hardware and Routing Product under development
software
--------------------------------------------------------------------------------
Additional third party software is currently used by NETGEAR employes for
the following tasks:
SOFTWARE DEVELOPMENT
RedHat 5.2 and 6.0 (Linux) which includes the following:
g++C/C+ compiler
Perl.
Telnet, FTP.
Apache Web Server.
Microsoft Visual C/C++ Professional.
HARDWARE DEVELOPMENT
ORCAD
FIRMWARE DEVELOPMENT
Microsoft Visual C++
Premia Coderight Professional Edition
Clear Case
THE FOLLOWING SOFTWARE IS USED BY NETGEAR IN THE PC DESKTOP ENVIRONMENT:
VENDOR APPLICATION
ADOBE ACROBAT READER
FRAME FRAMEMAKER
TECHNOLOGY
MCAFEE VIRUSSCAN FOR WIN95
MICROSOFT EXCEL
MICROSOFT EXCEL 97
MICROSOFT FRONTPAGE
MICROSOFT INTERNET EXPLORER
MICROSOFT INTERNET EXPLORER
MICROSOFT MS-DOS
MICROSOFT OUTLOOK 97
27
31
MICROSOFT POWERPOINT 97
MICROSOFT PROJECT 98
MICROSOFT SCHEDULE +
MICROSOFT TEAM MEMBER
MICROSOFT VISUAL BASIC
MICROSOFT VISUAL C++
MICROSOFT WINDOWS 95
MICROSOFT WINDOWS NT
MICROSOFT WORD 00
XXXX XXX XXXXXX
XXXXX XXXXXX XXXXXX COMMANDER
COMPUTING
VISIO CORP. VISIO PROF. V5.0
USED IN OPERATIONS SUPPORT:
Netcom Smartbit Applications
SOFTWARE APPLICATIONS
Email Outlook
Eudora
Office Suite Microsoft Office
Word
Excel
PowerPoint
OS Windows 95
Anti-virus Norton Antivirus
Archive / Compression WINZIP
Browser Netscape
Microsoft IE
Reporting Impromptu
Web Publishing TeamSite
Frontpage
Graphics editing PhotoShop
Project Management Microsoft Project
Tech Publications Framemaker
Adobe Illustrator
Enterprise SunSystems (Systems Union)
Oracle
Unix/Solaris
Reporting Impromptu
Vision
28
