Exhibit 10.3
MOTOROLA
WIRELESS DATA GROUP
NETWORK ADAPTER AGREEMENT
BETWEEN
MOTOROLA, INC.
WIRELESS DATA GROUP
00 XXXX XXXXXXXX XXXXX
XXXXXXXXXX, XXXXXXXX 00000
("WDG")
AND
X.XXX INCORPORATED
0000 XX XXXXXX XXXXX
XXXXXXXXX, XXXXXX 00000
("X.XXX")
Effective Date: September 1, 1996
WHEREAS:
A. WDG develops and markets advanced wireless RF components for use in
devices that enable wireline and wireless users to remotely access computer
databases and files;
B. X.XXX develops and markets advanced wireless mobile computing tools
(known as "network adapters") with integrated wireless RF components,
software, battery management and other connectivity devices that provide
remote access to the same devices and users as WDG;
C. WDG has determined to cease production of its own form of
800/900Mhz network adapter known as the "InfoTAC";
D. To ensure that wireless data customers continue to have access to
network adapter devices which integrate WDG's advanced radio modem
technology, WDG and X.XXX have determined to collaborate on the development
and marketing of a new line of network adapters incorporating WDG's radio
modem components;
E. WDG and X.XXX have agreed to enter into this Agreement to set out
their respective rights and obligations in respect of the matters set out
above.
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NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby mutually acknowledged, the parties hereto
agree as follows:
1. SCOPE
1.1 GOALS. In entering into this Agreement, the goals of the parties
are as follows:
(a) to develop a product to replace WDG's discontinued InfoTAC by
creating a product incorporating the Modems and having other attributes,
including advanced battery management;
(b) to provide the wireless data market with a low cost unit that
will be distributed worldwide;
(c) to identify for X.XXX potential distribution channels and
volume demand forecast for 2-Way Messager Units;
(d) to provide X.XXX with a reliable source of radio modem
components and technology for next generation network adapter products;
(e) to establish a standard product development process between
X.XXX and WDG in respect of next generation wireless network adapters.
Nothing in the foregoing is intended to provide a guarantee by either
party to the other of any particular business result and is specifically not
intended to guarantee either party that the project to be undertaken
hereunder will be successful.
1.2 TWO-PHASED EFFORT. This Agreement sets forth the terms and
conditions governing the following two-phased effort:
(a) Phase I-the development by X.XXX of certain products described
as "2-Way Messager Units"; and
(b) Phase II-the appointment by WDG of X.XXX an OEM integrator of
the Modems forming part of the 2-Way Messager Units.
2. INTERPRETATION
2.1 DEFINITIONS. In this Agreement:
(a) "2-Way Messager Units" means the network adapter devices,
incorporating the Modems, to be developed by X.XXX in accordance with the
terms of this Agreement.
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(b) "Confidential Information" means confidential or proprietary
information of either party or any of its Affiliates which is disclosed in
oral, written or any other form by one party to the other and which is
clearly designated or marked as confidential or proprietary at the time of
disclosure. In order for information disclosed orally to be considered
Confidential Information it shall be confirmed in writing by the disclosing
party within 90 days after such disclosure.
(c) "Modems" means WDG's IWM5x5 radiomodem components having the
specifications set out in Schedule A hereto.
(d) "Specifications" means the functional and environmental
specifications for the 2-Way Messager Units to be agreed upon by WDG and
X.XXX.
(e) "Term" means the term of this Agreement as defined in Section
3.1.
(f) "Trademarks" means trademarks, tradenames, logs, service
marks, quality designations or other proprietary words and symbols.
2.2 CURRENCY. All references in this Agreement to "$" or dollars are
to the lawful currency of the United States.
2.3 SCHEDULES. The Schedules which form part of this Agreement are as
follows:
A-IWM5x5 Specifications.
3. TERM
3.1 TERM OF AGREEMENT. This Agreement will begin on the Effective Date
listed above and will terminate on August 31, 1998 (the "Term"), unless
either party terminates the Agreement earlier under the provisions of this
Agreement.
3.2 EXPIRATION OF TERM. At the expiration of the Term, the parties may
agree to extend this Agreement for one or more additional periods of one year
each. Except as otherwise specifically provided herein, neither the
expiration nor earlier termination of this Agreement shall relieve either
party of any obligation it may owe to the other which may have accrued as of
the date of such termination.
4. PHASE I-DEVELOPMENT
4.1 SPECIFICATIONS. X.XXX and WDG will meet together to:
(a) identify 2-Way Messager Unit requirements for network
operators, including XXXXX in the United States and international network
operators;
(b) develop the Specifications for the 2-Way Messager Unit; and
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(c) define the development program for the 2-Way Messager Units,
including milestones, projected costs and deliverables.
4.2 NON-RECURRING DEVELOPMENT COSTS. X.XXX and WDG agree as follows in
respect of the costs and expenses of developing the 2-Way Messager Units;
(a) all 2-Way Messager Units development costs relating to the
design, layout, prototyping and conversion to commercial units shall be borne
by X.XXX;
(b) WDG will sell to X.XXX and X.XXX will purchase from WDG twenty
(20) Modems, at a purchase price of US$305 per unit, to be used by X.XXX as
development units for incorporation into prototype 2-Way Messager Units; and
(c) WDG shall provide, at no charge to X.XXX, development support
for development of the 2-Way Messager Units for RF testing, characterization,
coverage, FCC component certification and component integration.
4.3 OWNERSHIP. X.XXX shall be the sole owner of the developed 2-Way
Messager Units.
4.4 NEXT GENERATION DEVELOPMENT. In the course of developing the first
generation of 2-Way Messager Units, the project management of both parties
will work together to outline a process which will serve as a baseline for
development in respect of next generation wireless network adapters.
5. PURCHASE OF MODEMS
5.1 Subject to the terms and conditions hereof, and particularly to the
provisions of Section 7, X.XXX intends to purchase ten thousand (10,000)
Modems in 1997 and twenty thousand (20,000) Modems in 1998 for a purchase
price of US$250.00 per modem.
5.2 WDG's sale and X.XXX's purchase of the Modems shall be subject to
the parties mutual agreement subsequent to the execution hereof regarding the
particulars of the dates on which Modems are to be shipped, X.XXX's ability
to cancel or reschedule orders (and the consequences thereof), minimum order
quantities and the warranty provisions that will be applicable to the Modems.
6. MODEMS SUPPORT
6.1 WDG will provide technical documentation and sales literature for
the Modems. WDG personnel will also provide sales training on the Modems to
introduce X.XXX's sales organization to the product, its functionality and
features. The details and costs for such efforts will be mutually agreed
between the parties.
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7. MARKETING AND BUSINESS AND CHANNEL DEVELOPMENT
7.1 X.XXX and WDG intend to target markets for the sale of the 2-Way
Messager Units in Germany, Malaysia, Australia, Korea, Japan, Singapore,
Canada, Hong Kong, and Thailand and the United States. To that end, X.XXX
and WDG intend to conduct a forecast analysis in respect of the sale of 2-Way
Messager Units into those markets.
7.2 X.XXX and WDG intend to jointly undertake the following marketing
activities:
(a) in the first quarter of 1997, to jointly meet with wireless
data network operators and other InfoTAC distributors to introduce them to
the 2-Way Messager Units and to provide training on the use of the units;
(b) in the fourth quarter of 1997, to undertake developing
marketing collateral, i.e., data sheets, targeted at wireless data network
operators, resellers and end-user customers. In addition X.XXX and WDG will
investigate opportunities for joint advertising and co-marketing. Motorola
cannot commit to funding for such activities.
8. PATENT INDEMNITY
8.1 At its expense, each party will defend the other against any claim
that any activity to be undertaken hereunder (including without limitation,
the supply by each party of any products to be supplied by it hereunder)
infringe a United States or Canadian patent or copyright. The infringing
party will pay all costs, damages and attorney's fees that a court finally
awards as a result of such a claim. But the other party must give the
infringing party prompt written notice of the claim, cooperate fully with
infringing party in its defense, and give the infringing party sole authority
to control the case and any related settlement negotiations. The infringing
party will not be responsible for any settlement made without its written
consent.
9. LIABILITY ON TERMINATION
9.1 Either party may terminate this Agreement upon giving to the other
party ten (10) business days notice of termination. Except as expressly
stated in this Agreement, neither of X.XXX or WDG will be liable to the other
for any damages or compensation due to the termination of this Agreement.
This waiver includes any possible claims for the loss of present or future
profits, for reimbursement for any investments or expenditures made in
connection with this Agreement, or for any goodwill of a business.
10. PROPRIETARY INFORMATION
10.1 During the course of the parties' relationship under this
Agreement, each party may be given access to certain Confidential Information
of the other. WDG and X.XXX will each exercise due diligence to maintain in
confidence any such information disclosed by one to the other. As used here,
the term "due diligence" means the same precaution and standard of care
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which the receiving party uses to safeguard its own confidential proprietary
information, but in no event less than reasonable care.
10.2 The party receiving Confidential Information from the other will
use due diligence to prevent any unauthorized use, disclosure, publication or
dissemination. The receiving party may not reproduce, distribute or disclose
any of the other's Confidential Information to a third party, or use it for
any commercial purpose outside this Agreement, without first obtaining
written permission from the party which furnished it. In particular, WDG and
X.XXX will each ensure that any of its employees who are given access to the
Confidential Information of the other will have a need to know and will be
required to hold that information in confidence and to use it only in the
course of their employer's business.
10.3 This section does not impose any obligation on either of the
parties if the information is: (1) publicly known at the time of disclosure;
(2) already known to the receiving party at the time; (3) furnished by the
disclosing party to others without restrictions on its use or disclosure; or
(4) independently developed by the receiving party without use of the
Confidential Information.
10.4 WDG and X.XXX each recognize that each party (or its corporate
affiliates) may be engaged in the development of hardware or software
products which may be competitive with those of the other party to this
Agreement. Nothing in this Agreement will be construed to prohibit either
party from engaging in the research, development, marketing, sale or
licensing of any product which is independently developed and produced
without the use of the other's Confidential Information.
11. USE OF TRADEMARKS AND COPYRIGHTED MATERIALS
11.1 The parties acknowledge that:
(a) X.XXX owns all right, title and interest in the X.XXX name and
logotype, as well as certain other Trademarks and tradenames which X.XXX uses
in connection with its product lines;
(b) WDG owns all right, title and interest in the WDG name and
logotype, as well as certain other Trademarks and tradenames which it uses in
connection with its product lines; and
(c) except as otherwise specifically stated herein, neither party will
acquire any interest in any of the Trademarks or tradenames of the other by
virtue of this Agreement, its activities under it, or any relationship which
may be created under this Agreement.
12. DISPUTE RESOLUTION
12.1 The laws of the State of Illinois governs this Agreement. WDG and
X.XXX will attempt to settle any claim or controversy arising out of it
through consultation and negotiation in food faith and a spirit of mutual
cooperation. If those attempts fail, then the dispute will be
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mediated by a mutually-acceptable mediator to be chosen by WDG and X.XXX
within 45 days after written notice by one of the parties demanding
mediation. Neither of the parties may unreasonably withhold consent to the
selection of a mediator, and WDG and X.XXX will share the costs of the
mediation equally. By mutual agreement, however, WDG and X.XXX may postpone
mediation until each has completed some specified but limited discovery about
the dispute. The parties may also agree to replace mediation with some other
form of non-binding alternative dispute resolution, such as neutral
fact-finding or a minitrial.
12.2 Any dispute which the parties cannot resolve between themselves
through negotiation or mediation within six months of the date of the initial
demand by either of them may then be submitted to the courts within the State
of Illinois for resolution. The use of any alternative dispute resolution
procedure will not be construed under the doctrines of laches, waiver or
estoppel to affect adversely the rights of either party. And nothing in this
paragraph will prevent either party from resorting to judicial proceedings if
(a) good faith efforts to resolve the dispute under these procedures have
been unsuccessful or (b) interim relief from a court is necessary to prevent
serious and irreparable injury to one party or to others.
13. RELATIONSHIP OF THE PARTIES
13.1 Each of the parties will be deemed to be an independent contractor
and not an agent, joint venturer, or representative of the other, and neither
of the parties may create any obligations or responsibilities on behalf of or
in the name of the other. Under no circumstances may either party hold
itself out to be a partner, employee, franchisee, representative, servant or
agent of the other. The parties also agree that neither of them will make
false or misleading statements, claims or representations about the other or
the other's products.
14. ASSIGNMENT
14.1 Neither party may assign this Agreement to any third party, or
delegate its performance under this Agreement to another, without the prior
written consent of the other party.
15. GENERAL
15.1 Notices under this Agreement must be sent by courier, facsimile or
registered or certified mail to the appropriate party at its address stated
on the first page of this Agreement (or to a new address if the other has
been properly notified of the change). A notice will not be effective until
the addressee actually receives it. In respect to any notice sent by
facsimile, such notice should be followed by a hard copy sent by mail or by
courier.
15.2 This contract represents the entire agreement between the parties
regarding this subject. It supersedes any terms or conditions contained on
printed forms submitted with purchase orders, sales acknowledgments or
invoices; it also supersedes all pervious oral or written communications
between X.XXX and WDG regarding the subject. This Agreement may not be
modified or waived except in writing and signed by an officer or other
authorized representative
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of each party. If any provision is held invalid, all other provisions shall
remain valid, unless such validity would frustrate the purpose of this
Agreement.
15.3 Finally, EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS
THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.
All of which is signed by and on behalf of X.XXX and WDG.
MOTOROLA INC. WIRELESS DATA GROUP X.XXX INCORPORATED
By /s/ Xxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------
(Authorized Signatory) (Authorized Signatory)
Name: Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Title: Vice President & General Mgr. Title: President/CEO
------------------------------- -------------------------------
Date: 11/15/96 Date: 11/5/96
-------------------------------- --------------------------------
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SCHEDULE A
IWM5X5 SPECIFICATIONS
GRACKLE OEM MODULE (SERIAL INTERFACE)
SPECIFICATIONS
GENERAL
Form Factor PC Card Type III
Network Capability Xxxxx, DataTAC 5000
Protocol Capability MDC 4800 and/or RD-LAP 19,200
PHYSICAL
Dimensions PCMCIA Type III form factor
(85.6 X 54 X 10.5 [mm])
Mounting Fastener thru holes (M2 4 positions)
Host Serial and Power Connection 30 line flex 0.5 [mm] spacing
Host RF Connection MMCX Miniature Coaxial
Housings High Impact Polycarbonate frame
Stainless Steel outer shell
Grounding Per PCMCIA spec V2.0 (2 places)
REGULATORY COMPLIANCE
The Motorola Grackle shall comply with FCC Part 15 (B) and FCC Part 90. The
Grackle performance characteristics will facilitate approvals in any country
in which the Motorola Personal Messenger 100D is approved.
HOST ELECTRICAL INTERFACE (SERIAL)
Host Interface RS232 9 pin asynchronous serial interface
3.3V CMOS & 5V TTL compatible
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Interface Signal Support
Signal Name Description
----------- -----------
DCD Data Carrier Detect
RXD Receive Data
TXD Transmit Data
DTR Data Transmit Ready
DSR Data Set Ready
RTS Request to Send
CTS Clear to Send
RI Ring Indicator
GND Ground
Host Supplied Interface Signals
Host Voltage Voltage Voltage Current Current Ripple Note
Supply (min) (nom) (max) (Typ) (Max) (Max)
-----------------------------------------------------------------------------------------------------------------------------
H7.2V 5.75V 7.2V 9V 600 mA 750 mA 5 mV Grackle Radio Supply
-----------------------------------------------------------------------------------------------------------------------------
H5.0V 4.5V 5.0V 5.5V 90 mA 150 mA 5 mV Grackle Logic Supply
-----------------------------------------------------------------------------------------------------------------------------
VSRAM 2.7V 3.3V 3.5V 2 uA 20 uA 1 mV Battery Backup of Grackle SRAM
-----------------------------------------------------------------------------------------------------------------------------
Host Generated Control Signals
Host Provided Host o/p Host o/p Host o/p Host o/p Output Host o/p Note
Signal Type (Vol max) (Vol max) (Vol min) Iol (Typ.) (Iol max)
---------------------------------------------------------------------------------------------------------------------------------
HOSTPWR_ON TTL or CMOS 0.4V 3.3V* 2.0V 100 uA 125 uA Controls Grackle Power
On/Off
---------------------------------------------------------------------------------------------------------------------------------
CRESET Open drain NA 3.3V* 2.0V 3.3 mA 5 mA CRESET is internally pulled
to 3.3V using by 1K. The
Grackle may also assert this
line.
--------------------------------------------------------------------------------------------------------------------------------
* Note that the Grackle device will clamp the input line to 3.3V .5V TTL lines
are acceptable but will increase current consumption through the interface.
Electrostatic Discharge max 10KV
SRAM Backup Supply 3.3V continuous
HOST ELECTRICAL INTERFACE (STATUS SEND FEATURE)
Inputs 4 Binary Encoded lines
Input Range Logic Low (Vil max) Less than or equal
to 0.6V (-.3V min)
Logic High greater that or equal
to 2.0V (7V max)
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HOST LOGICAL INTERFACE (SERIAL)
Protocol Native Command Language (NCL) V1.2
HOST LOGICAL INTERFACE (STATUS SEND FEATURE)(1)
Protocol Continuous polled status inputs (X4)
POWER MANAGEMENT
The host device shall provide continuous 5V & 7.2V supply. The Grackle will
endeavor to exist in the lowest power state possible while still providing
un-interrupted service. The Grackle is fully compliant with
DataTAC-Registered Trademark- Power Windows power management system. By
de-asserting the HOSTPWR_ON, the modem will dis-connect from the network,
then enter a zero power state. The modem will reset if the power source is
cycled. This potentially creates network service issues since the modem may
not have had a chance to de-register. The Grackle modem will spend the
majority of time in sleep mode, drawing a current in the of 15 - 20 mA.
ENVIRONMENTAL
Operating Range 0 - 50 degrees Celcius
Storage Range -35 - +85 degrees Celcius
RADIO PERFORMANCE
TRANSMITTER
Frequency Range 806 to 825MHz
RF Output Power 1.0 W
TTO Time 5 mS
Duty Cycle 5% normal operating, over any five minute period
RECEIVER
Frequency Range 851 to 870MHz
Power Off to Receive 5ms
Receiver Settling Time 20 ms
Channel Scan Time (30 ms within 15MHz)
-----------------------------
(1) Status Send and NCL operation are mutually exclusive
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Sensitivity, 0.01 BER-112 dBm MDC4800 - 108 dBm RD-LAP 19.2
Fading Sensitivity no more than 15 dB degradation 50 Km/Hr flat
Rayleigh
Selectivity 55 dB (EIA) 45 dB over full temp range
Intermod 55 dB (EIA) at room temperature
45 dB over full temperature range
Spurious Response Atten 55 dB (EIA)
Image Rejection 45 dB (EIA)
Hum and Noise 30 dB
RX Spurious Emissions To meet FCC and DOC rules
Allowable host desense(2) 9 dB
---------------------------------
(2) Host desense is created by host EMI impacting the modem via conducted
and radiated mechanisms.
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