EXHIBIT 10.9
SOFTWARE DEVELOPMENT AGREEMENT
This Software Development Agreement ("Agreement") is effective
as of December ___, 1997 ("Effective Date"), by and between Com21, Inc., a
Delaware corporation ("Company"), having its principal place of business located
at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 and e-Net, Inc., a _____________
corporation ("Developer"), having its principal place of business located at
.
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In consideration of the mutual promises and covenants set
forth below, the parties hereto agree as follows:
1. Definitions.
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a. "Acceptance Criteria" means the tests,
Specifications and other acceptance criteria referenced in the Milestone
Schedule.
b. "Project Coordinator" means, for each party, an
individual designated by such party to facilitate communications between the
parties relating to development and acceptance of the Deliverables. Each party
has designated its Project Coordinator as of the Effective Date on Attachment B
hereto. A party may amend Attachment B to designate a new Project Coordinator,
such amendment to be effective upon written notice to the other party.
c. "Company Product" means a commercial version of a
telephone AIM/STU product incorporating the Deliverables or a derivative work of
the Deliverables.
d. "Confidential Information" means any confidential
or proprietary information of the disclosing party either (i) disclosed in
tangible form and conspicuously marked "Confidential," "Proprietary" or the like
or (ii) disclosed in non-tangible form and orally identified as confidential at
the time of disclosure and summarized in tangible form conspicuously marked
"Confidential," "Proprietary" or the like within thirty (30) days of the
original disclosure. By way of example and not limitation, the Deliverables
shall be deemed the Confidential Information of Company hereunder.
e. "Deliverables" means the deliverables identified
in the Milestone Schedule including, without limitation, the Developed Software
and Pre-existing Software.
f. "Developed Software" means the software product
developed by Developer for Company hereunder (in both fully-documented source
code and object code forms).
g. "Field" means those markets (excluding LAN
environments) for broadband or broadcast media products including, without
limitation, cable television and broadband wireless such as MMDS, LMDS and MVDS.
h. "Milestone Date" means the dates set forth in the
Project Timeline contained in the Milestone Schedule for delivery of a
Deliverable.
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i. "Milestone Schedule" means the development
milestone schedule set forth in Attachment A hereto.
j. "Pre-existing Software" means software (in both
fully-documented source and object code forms) developed by Developer at its
expense and incorporated into Developer's commercially available products prior
to the Effective Date.
k. "Specifications" means the specifications for the
Deliverables referenced in the Milestone Schedule and as more fully described in
the Telephone AIM Functional Requirement set forth in Attachment C hereto.
2. Developer Deliverables.
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a. Promptly upon execution of this Agreement,
Developer will commence development of the Deliverables and complete such
development pursuant to the Milestone Schedule.
b. In the event Company proposes any change to the
Deliverables or Milestone Schedule:
i. Developer will accept the change and
continue performance provided the proposed change would, in Developer's
reasonable estimation, not increase Developer's development costs hereunder by
more than twenty percent (20%) and Company agrees to bear the additional cost
required by the change; or
ii. in the event such proposed change would,
in Developer's reasonable estimation, increase Developer's development costs
hereunder by more than twenty percent (20%), Developer will reasonably and in
good faith discuss such change with Company and provide Company with a proposal
for the change within fifteen (15) days of Company's request. Developer shall
not be obligated to continue development work hereunder during such discussions.
3. Acceptance.
a. When Developer has completed a Deliverable,
Developer will deliver the Deliverable to Company. Company will accept or reject
the Deliverable within thirty (30) days after the later of (i) Developer's
delivery of the Deliverable or (ii) the applicable Milestone Date. In the event
Developer delivers a Deliverable prior to the applicable Milestone Date, Company
will proceed in good faith to begin acceptance testing as soon as practical, but
Company shall have no obligation to begin acceptance testing prior to the
applicable Milestone Date. Company may reject any Deliverable that fails to meet
the Acceptance Criteria in any material respect. Any Deliverable not
specifically rejected by Company by written notice in conformance with Section
19 shall be deemed accepted by Company, and any such notice must contain a
reasonably detailed description of the basis for rejection in order to be
effective. If Company rejects a Deliverable, Developer will promptly correct the
failures specified in the rejection notice, but in no event later than thirty
(30) days following receipt of the rejection notice. Following Developer's
re-delivery of the Deliverable, Company shall then repeat its acceptance tests
to ensure all non-conforming elements of the Deliverable have been corrected by
Developer. The foregoing acceptance/rejection/correction process shall be
repeated until all non-conformities have been corrected by Developer and
Company's acceptance of the Deliverable.
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b. In the event of any dispute between the parties as
to whether Company's rejection of a Deliverable is proper, or whether the
Developer is making reasonable progress toward resolving the failures identified
by Com21 in a Deliverable, the Project Coordinators shall meet to discuss such
dispute within forty-eight (48) hours of a party's written notice thereof. In
the event the Project Coordinators do not resolve such dispute within five (5)
days thereafter, the Project Coordinators shall submit the problem to the chief
executive officer (CEO) of each party for resolution. For purposes of dispute
resolution pursuant to this Section 3.b, no attorney shall be present at any
discussions or negotiations between the parties except with the prior written
consent of both parties; provided, however, that the foregoing shall not
preclude a party from conferring with counsel at any time outside of such
negotiations and discussions. If the parties are unable to resolve the dispute
within five (5) days thereafter, the dispute shall be resolved by binding
arbitration pursuant to Section 20.a below, except that (i) no discovery by the
parties will be conducted, (ii) each party shall have no more than four (4)
hours to present its case and (iii) the arbitrator shall decide the dispute
within five (5) days of the conclusion of the parties' presentation.
4. License Grant.
a. Developer grants Company a royalty-bearing,
nonexclusive, sublicenseable, worldwide and perpetual license to reproduce,
market, sell, distribute (in object code form only and subject to Company's end
user license agreement), publicly display, develop, modify, prepare derivative
works of and otherwise exploit the Pre-existing Software, solely as incorporated
within a Company Product. The foregoing grant shall not include the right to
market, sell or distribute the Pre-existing Software as a stand alone product.
b. Company grants Developer a royalty-free,
nonexclusive, nonsublicenseable, nontransferable, worldwide license, outside the
Field only, to reproduce, market, sell, distribute, publicly display, develop,
modify and prepare derivative works of the Developed Software.
5. Payment.
a. In consideration of Developer's development of the
Deliverables hereunder, the license of the Pre-existing Software and the
assignment to Company under Section 8 below, Company shall pay Developer a
non-recurring development fee ("Development Fee") in the amount of One Hundred
and Fifty Thousand Dollars ($150,000) in the following installments
corresponding to milestones set forth in the Milestone Schedule:
Milestone: Amount:
One $10,000
Two $30,000
Three $60,000
Four 0
Five 0
Six $50,000
b. Payments of each installment of the Development
Fee shall be due and payable upon Company's acceptance of all of the
Deliverables corresponding to the applicable milestone.
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c. In further consideration of Developer's
development of the Deliverables hereunder, the license of the Pre-existing
Software and the assignment to Company under Section 8 below, Company shall pay
Developer during the thirty (30) month period following the first shipment by
Company of a Company Product on a general availability basis (the "Royalty
Period") a royalty of Five Dollars ($5) for each unit of Company Product sold or
otherwise distributed by Company, excluding Company Products distributed in
connection with beta testing or demonstration purposes, returns, products
repurchased from inventory and replacements. No further royalties shall accrue
after the expiration of the Royalty Period.
d. All payments will be in U.S. currency drawn on
U.S. banks unless otherwise mutually agreed by the parties in writing. All
royalty payments shall be due and payable on a monthly basis thirty (30) days
following the end of the month in which royalties accrue. If Company fails to
pay any undisputed amount when due, Company shall pay late charges of one and
one half percent (1.5%) per month, but not more than the highest rate permitted
by law, together with all direct collection expenses and charges incurred and
paid by Developer.
6. Audit Rights.
a. In order to assure compliance with Section 5.b
above, Developer shall have a right to audit to verify the amount of royalties
payable to Developer hereunder, with no fewer than ten (10) days prior notice
and no more frequently than twice during the Royalty Period, all sales and
accounting records of Company directly related to sales of Company Products
during the Royalty Period. Such audits shall be conducted during normal business
hours (at the offices or locations of Company) by an independent certified
public accountant of national standing who is bound in writing to maintain the
confidentiality of Company's Confidential Information. Such audits shall be at
Developer's sole expense unless an audit reveals an underpayment of royalties in
excess of five percent (5%). In such event, Company shall immediately upon
notice thereof from Developer pay the underpaid amount and the independent
certified public accountant's fee for conducting such audit.
b. In order to verify any of Developer's additional
development costs resulting from a change requested by Company pursuant to
Section 2.b or Developer's claims for costs pursuant to Section 14 below,
Company shall have a right to audit, with no fewer than ten (10) days prior
notice, all financial and accounting records of Company directly related to
development of the Deliverables hereunder. Such audits shall be conducted during
normal business hours (at the offices or locations of Developer) by an
independent certified public accountant of national standing who is bound in
writing to maintain the confidentiality of Developer's Confidential Information.
Such audits shall be at Company's sole expense unless an audit reveals that
Developer's claim for such costs has been overstated by an amount in excess of
five percent (5%). In such event, Developer shall immediately upon notice
thereof refund such overpayment together with the independent certified public
accountant's fee for conducting such audit.
7. Product Support.
a. Prior to Company's acceptance of each of the
Deliverables (and thereafter in the event of any failure, non-conformity or
other problem with any Deliverable which is a result of Developer's negligence
or willful misconduct), Developer will provide, without any charge to the
Company and during Developer's normal business hours, product support and
assistance. Developer will deliver appropriate senior technical personnel to a
location specified by the Company two (2) separate times, each time for a total
of two (2) days. All costs and expenses (including, without limitation,
transportation and housing) relating to such personnel are to be borne solely by
Developer. Such personnel deliveries will be scheduled reasonably in advance
based upon
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mutual agreement of Developer and Company and will be scheduled at times which
support Company's project schedule. It is understood and agreed that the
selection of Developer's senior technical personnel shall be at the reasonable
discretion of Developer. In addition, Company shall be entitled to send, at its
own expense, Company's technical personnel to Developer's place of business two
(2) separate times, each time for a total of two (2) days to work with
Developer's personnel in the development, testing, support of the Deliverables.
b. After Company's acceptance of each of the
Deliverables, Company may request support services relating to the Developer
Product and/or Deliverables at Developer's fee of One Hundred and Fifty Dollars
($150) an hour plus actual transportation related expenses and Developer will
use its commercially reasonable efforts to provide support services on these
terms.
8. Ownership.
a. As between the parties, Company shall own all
right, title and interest (including, without limitation, all copyrights, trade
secret rights and other intellectual property and rights throughout the world)
in and to all Deliverables (excluding the Pre-existing Software) and all
derivative works thereof created by or for the Company hereunder. Developer
agrees to assign and hereby does assign all right, title and interest in and to
the Deliverables (excluding the Pre-existing Software) to the Company. Developer
agrees to perform all acts and execute all documents necessary or desirable to
effectuate the foregoing assignment. In the event Company is unable to obtain
Developer's assistance in executing and perfecting any assignment hereunder for
any reason, Developer irrevocably designates and appoints Company and its duly
authorized officers and agents, as Developer's agents and attorneys-in-fact,
with full power of substitution, to act for, in behalf of and instead of
Developer, to execute and file any documents and to do all other lawfully
permitted acts to further the above assignment with the same legal force and
effect as if executed by Developer.
b. As between the parties and except as licensed
herein, Developer owns all right, title and interest (including, without
limitation, all copyrights, trade secret rights and other intellectual property
and rights throughout the world) in and to the Pre-existing Software.
9. Confidentiality; Nonsolicitation.
a. Each party will protect the other's Confidential
Information from unauthorized dissemination and use with the same degree of care
that such party uses to protect its own like information.
b. Neither party will use the other's Confidential
Information for purposes other than those necessary to directly further the
purposes of this Agreement. Neither party will disclose to third parties the
other's Confidential Information without the prior written consent of the other
party.
c. The receiving party shall not be obligated under
this Section 9 with respect to information the receiving party can document;
i. is or has become publicly known
through no fault of the receiving party or its employees or agents; or
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ii. is received without restriction
from a third party lawfully in possession of such information and lawfully
empowered to disclose such information; or
iii. was rightfully in the possession
of the receiving party without restriction prior to its disclosure by the
disclosing party (except for the Deliverables); or
iv. is independently developed by the
receiving party (except for the Deliverables).
d. Within thirty (30) days after the termination of
this Agreement, each party will return or destroy any Confidential Information
of the other and any copies, extracts and derivatives thereof.
e. During the term of this Agreement and for twelve
(12) months thereafter, neither party will encourage or solicit any employee or
consultant to leave the employ of the other; the foregoing does not prohibit
mass media advertising not specifically directed toward employees or consultants
of a party.
10. Limited Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS
AGREEMENT OR OTHERWISE (EXCEPT FOR A BREACH OF SECTION 9 AND EXCLUDING
DEVELOPER'S OBLIGATIONS UNDER SECTION 15), NEITHER PARTY SHALL BE LIABLE OR
OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) AMOUNTS IN
EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID BY THE COMPANY TO DEVELOPER
HEREUNDER, OR (II) SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
11. Warranty and Disclaimer. Developer warrants that (i) the
work under this Agreement will be performed in a professional and xxxxxxx-like
manner in accordance with industry standards, (ii) the Deliverables and related
services will conform to the Specifications, (iii) Developer has and will obtain
agreements with its employees and contractors sufficient to allow it to grant
Company the assignments provided for herein, (iv) the Pre-existing Software,
Developed Software and Deliverables do not and will not infringe or violate any
third party patent, copyright, trademark, trade secret or other intellectual
property or proprietary right, (v) Developer owns all rights, title and interest
in and to the Pre-existing Software, Developed Software and Deliverables
necessary to effect the licenses and assignments contemplated under this
Agreement and (vi) the Deliverables delivered to Company by Developer hereunder
constitute all information, software, data and other materials necessary and
sufficient for Company to maintain, test, support, enhance and develop the
Developed Software as contemplated hereunder and that there are no third party,
Developer proprietary or other development tools, information or other materials
used by Developer in the creation, testing, support or maintenance of any
Deliverables which are not readily commercially available. OTHER THAN THE
FOREGOING, DEVELOPER MAKES NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO
ANY DELIVERABLE OR ANY SERVICES OR LICENSES AND DISCLAIMS ALL IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. Term and Termination for Cause.
a. This Agreement will remain in effect unless and
until terminated in accordance with the express terms of this Agreement.
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b. A party may terminate this Agreement in the event
the non terminating party:
i. materially breaches a material
provision of this Agreement upon thirty (30) days notice unless the breach
is cured within such thirty (30) day notice period;
ii. ceases doing business for any
reason; or
iii. seeks protection under the United
States Bankruptcy Code or similar protection from creditors; or bankruptcy,
receivership, insolvency, reorganization, dissolution, liquidation or other
similar proceedings shall be instituted by or against Developer and not
dismissed within sixty (60) days of filing.
13. Effect of Termination.
a. In the event Developer terminates this Agreement
pursuant to Section 12.b(i) above, the license granted in Section 4.a shall
terminate; provided, however, that Company shall have the right after
termination to sell its then existing inventory of Company Products.
b. In the event Company terminates this Agreement
pursuant to Section 12.b above, the license granted in Section 4.a shall survive
such termination.
c. In the event of any termination by Company prior
to delivery of all Deliverables (except pursuant to Section 14.b below),
Developer shall promptly deliver to Company all works in progress relating to
the Deliverables in the form existing at the time of such termination (whether
or not complete, and together with all documentation, notes, flow charts,
comments and other information and tools necessary to enable to reasonably
skilled programmer to continue development thereof) in Developer's possession or
control.
d. In the event of any termination or expiration of
this Agreement, rights to use of Pre-existing Software by customers of the
Company, Sections 8 through 21 of this Agreement, any accrued rights to payment
and any remedies for breach of this Agreement shall survive any termination of
this Agreement.
14. Termination for Convenience.
a. Company may terminate this Agreement for
convenience at any time; provided, however, that in the event Company terminates
for convenience after acceptance by Company of all Deliverables pursuant to the
Milestone Schedule, Company shall pay within five (5) days of the date of
Company's notice of termination all unpaid amounts of the Development Fee. The
license granted in Section 4 shall survive any termination pursuant to this
Section 14.a subject to all the terms and conditions of this Agreement
including, without limitation, terms relating to royalties.
b. In the event Company gives Developer written
notice of termination pursuant to this Section 14 prior to Developer's delivery
of all the Deliverables pursuant to Milestone one of the Milestone Schedule, no
payments shall be due and neither party shall have any further obligation or
liability to the other hereunder.
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c. In the event Company gives Developer written
notice of termination pursuant to Section 14.a above prior to Developer's
delivery of all the Deliverables pursuant to Milestone two of the Milestone
Schedule, Developer shall be entitled to receive (or keep if payment has already
been made) the payment for Milestone one set forth in Section 5.a above and
Company shall reimburse Developer for all costs incurred by Developer up to the
date of Company's notice and paid by Developer that are directly related to
development of the Deliverables pursuant to Milestone two of the Milestone
Schedule, but in no event shall Company be obligated to pay any amount in excess
of the payment corresponding to Milestone two set forth in Section 5.a.
d. In the event Company gives Developer written
notice of termination pursuant to Section 14.a above prior to Developer's
delivery of all the Deliverables pursuant to Milestone three of the Milestone
Schedule, Developer shall be entitled to receive (or keep if payment has already
been made) the payments for Milestones one and two set forth in Section 5.a
above and Company shall reimburse Developer for all costs incurred by Developer
up to the date of Company's notice and paid by Developer that are directly
related to development of the Deliverables pursuant to Milestone three of the
Milestone Schedule, but in no event shall Company be obligated to pay any amount
in excess of the payment corresponding to Milestone three set forth in Section
5.a.
e. Developer's costs for purposes of this Section 14
shall be calculated based on the number of days actually worked by Developer
prior to receipt of Company's termination notice and at a rate of Seven Hundred
and Fifty Dollars ($750) per day per qualified engineer performing such
development work and Two Thousand Dollars ($2,000) per day for development work
performed by [Xxxxxx Xxxxxx].
15. Indemnification. Developer shall defend, indemnify and
hold Company and its officers, directors, agents and employees harmless from
liability arising or resulting from infringement or violation by the
Deliverables or Company's possession, use or distribution thereof of any third
party patent, copyright, trademark, trade secret or other intellectual property
or proprietary right, provided that Company notifies Developer of any and all
threats, claims and proceedings related thereto of which Company becomes aware.
Developer shall have sole control of any such action or proceeding at its own
expense. Developer may not enter any settlement or other agreement under which
Company would be obligated to make any payment without Company's prior written
approval.
16. Relationship of the Parties. Notwithstanding any provision
hereof, for all purposes of this Agreement each party shall be and act as an
independent contractor and not as an employee or agent of the other and shall
not bind nor attempt to bind the other to any contract.
17. Publicity and Press Releases. Except to the extent
necessary under applicable laws, the parties agree that all press releases or
other publicity relating to the existence or substance of the matters contained
herein shall be coordinated between Developer and Company and will not be
released without joint approval, which approval shall not be unreasonably
withheld.
18. Assignment; Successors.
a. Neither party shall have any right or ability to
assign or transfer any obligations or benefit under this Agreement without the
written consent of the other, except that Company may assign and transfer this
Agreement and its rights and obligations hereunder to any third party who
succeeds to all or substantially all its business, stock or assets, provided
that such third party successor agrees in writing to assume all of Com21's
obligations
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(including, without limitation, royalty obligations) under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.
19. Notices. All notices under this Agreement shall be in
writing, and shall be deemed given when personally delivered, or five (5) days
after being sent by prepaid certified or registered U.S. mail or upon receipt
after being sent by commercial overnight courier service with tracking
capabilities, to the address of the party to be noticed as set forth above or
such other address as such party last provided to the other by written notice.
20. Arbitration.
a. Except as otherwise set forth in Section 3.b
above, any controversy arising under or related to this Agreement or any
disputed claim by either party against the other under this Agreement shall be
settled in Chicago, Illinois by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrators shall be binding upon the parties and may be
entered by either party in the court or forum, state or federal, having
jurisdiction. One arbitrator shall be chosen within thirty (30) days by the AAA
from a panel of arbitrators knowledgeable and experienced in network computing,
development of computer software and/or hardware and commercial transactions.
The written determination of the arbitrator shall be final and shall not be
subject to judicial review; provided, however, that any award or determination
rendered by the arbitrator(s) may be entered in a court of competent
jurisdiction.
b. Notwithstanding anything to the contrary herein,
nothing in this Agreement shall be deemed as preventing either party from
seeking injunctive relief (or any other provisional remedy) from any court
having jurisdiction over the parties and the subject matter of the dispute as
necessary to protect either party's name, proprietary information, patents,
copyrights, trade secrets, know-how or any other proprietary rights. In any
action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and reasonable attorneys' fees.
21. Miscellaneous.
a. The failure of either party to enforce its rights
under this Agreement at any time for any period shall not be construed as a
waiver of such rights.
b. No changes or modifications to or waivers of any
provision of this Agreement shall be effective unless evidenced in writing and
signed by both parties.
c. In the event that any provision of this Agreement
shall be determined to be illegal or unenforceable, such provision will be
limited or eliminated to the minimum extent necessary so that this Agreement
shall otherwise remain in full force and effect and enforceable.
d. This Agreement shall be governed by and construed
in accordance with the laws of the State of California without regard to the
conflicts of laws provisions thereof. The sole jurisdiction and venue for
actions related to the subject matter of this Agreement shall be the state and
federal courts having within their jurisdiction the location of the Company. In
any action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and attorneys' fees.
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e. Headings herein are for convenience of reference
only and shall in no way affect interpretation of the Agreement.
f. Except as otherwise expressly stated in this
Agreement, the rights and remedies of a party set forth herein with respect to
failure of the other to comply with the terms of this Agreement (including,
without limitation, rights of full termination of this Agreement) are not
exclusive, the exercise thereof shall not constitute an election of remedies and
the aggrieved party shall in all events be entitled to seek whatever additional
remedies may be available in law or in equity.
g. This Agreement, together with all Attachments
hereto, sets forth the entire agreement between the parties with regard to the
subject matter hereof and fully supersedes all proposals, oral or written, all
negotiations, conversations, discussions or agreements between or among the
parties and all past dealing or industry custom.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the Effective Date.
COM21, INC.
By:
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Name:
-----------------------------------
Title:
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E-NET, INC.
By:
-------------------------------------
Name:
----------------------------------
Title:
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ATTACHMENT A
MILESTONE SCHEDULE
Background and Purpose of Exhibit
This exhibit defines the requirements for e-Net to satisfy in order to complete
its development contract with Com21. It outlines the deliverables from e-Net to
Com21 and from Com21 to e-Net. It defines the milestones that will be used to
measure e-Net's progress on the development contract against which, progress
payments will be made. It defines the work elements to be performed.
Deliverable Definition, Milestone Assignment and Responsibilities
All textual and descriptive specifications, plans, etc. as they apply to the
Telephone AIM product will be provided in a electronic format that may be shared
by both Com21 and e-Net. Deliverables may be combined as appropriate, for
example the SW Design Specification, Diagnostic Design Specification, and SW
Functional Description may be sections within the same document. In addition,
materials to be supplied by Com21 are described in the schedule below.
DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
Project Plan Com21 Satisfy Com21 Project This is the administrative plan of
Plan objectives. A the AIM project. It contains the
Microsoft Word formatted schedule, personnel assignments,
document is acceptable. assembly build plans, documentation
plan, development tools and
equipment that are planned for the
project. This is provided in a
electronic format that may be shared
by both Com21 and e-Net
Telephone AIM System Com21 Satisfy Com21 Telephone This is the technical definition of
Specification AIM Functional the product. which include the
Requirements set forth in Telephone AIM functional
Attachment C. A Microsoft requirements (which are included as
Word formatted document a separate section of the
is acceptable. Com21/e-Net contract). This includes
HW, SW and mechanical
specifications. Functions to be
implemented in the AIM must be
identified. HW, SW, protocol, and
mechanical interfaces must be
defined. Measurements and statistics
identified in the Project Test Plan
may become requirements
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DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
for the product and as such must be
included in this specification. This
is a detailed specification
Project Test Plan Com21 Satisfy Com21 product This plan defines required testing
testing plan objectives. of the AIM, STU, HCX, and overall
A Microsoft Word system, as it relates to operation
formatted document is of the AIM. This includes AIM board
acceptable. diagnostics, network loopbacks from
the STU, network loopbacks from the
HCX, network loopbacks from the ATM
switch and network loopbacks from
the PBX. Required test code may be
limited to product development only,
or may become integral to the
operation and maintenance of the
product. Measurements and statistics
identified in this plan may become
requirements for the product.
Hardware testing includes Design
Verification encompassing
environmental specifications, EMI,
regulatory, and manufacturing
testing. Required equipment and
tools should be specified. The test
plan includes function, unit, system
integration, and overall system
operation (including administration
and maintenance interfaces). Product
performance measurements must be
defined and methods to quantify the
performance identified. E-Net will
provide 6 of its PC based "Telset"
cards to Com21 to expedite SW
prototype development
Milestone 2 Design Implementation
Com21 SW Environment Com21 DSP source code should be Com21 must procure and provide a SW
able to be compiled, design and test environment that
downloaded, and will validate and support the e-Net
executable on the SW deliverables. This is located at
selected emulator. This the Com21 location. This includes HW
environment will be used equipment, HW emulator, SW compiler,
to demonstrate the e-Net and SW code debug tools. It is
DSP SW code. desired that Com21 and e-Net use the
same (vendor) SW design
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DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
and debug tools as they relate to
the DSP development.
HW and SW Design e-Net Com21 Satisfy Com21 Telephone This is the definition of HW and SW
Specifications for e-Net AIM requirements. A functions, protocols, and dataflow.
functions (as defined in Microsoft Word formatted Interfaces between functions should
Telephone AIM requirements) document is acceptable. be defined, including HW/SW
interfaces. Performance
specifications of the SW should be
quantified. For example, the real
time required to execute the voice
and AAL1 functions should be less
than 65% of processor real time for
both ports operating. Limits on
internal and external memory
capacity should also be specified.
Com21 will supply AIM interface
functions and specifications. Each
function defines interfaces,
performance, testability, support of
manufacturing test, and compliance
requirements
DSP SW code (src, obj) e-Net Com21 The DSP code should be e-Net will supply the software
compiled at the Com21 source, object and executable code
site using the Com21 DSP using an acceptable transport media
SW tools. The source code (e.g., floppy disk). This
is in an ASCII text deliverable is intended to validate
format. The object code the Com21 SW environment and provide
is generated by the an estimate of the final processor
compiler and should match program memory space requirements.
the e-Net supplied
object code as
determined by a
comparison of the
executable code
generated by the e-Net
and Com21 tools.
DSP/Line I/F schematic e-Net Com21 E-Net provides This is a drawing containing the HW
documentation that can be components and how they are
incorporated into a Com21 interconnected. This deliverable is
schematic; Com21 is able limited to the e-Net supplied design
to recreate any functions.
programmable device
download files. Viewlogic
schematic files are
preferred but ORCAD
13
DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
is acceptable
DSP/Line I/F BOM e-Net Com21 E-Net provides a This is a list of HW components and
documented Xxxx of qualified vendors of the components.
Materials of the It is limited to the e-Net supplied
specified design. design functions
Microsoft Word, plain
test or Microsoft Excel
format is acceptable
AIM Bus I/F schematic and Com21 A design review involving This is a drawing containing the HW
incorporation of e-Net HW e-Net and Com21 will be components and how they are
design administered. Format of interconnected. This deliverable is
schematics is determined the entire AIM board assembly,
by Com21 and will most including the e-Net design. After
likely be Viewlogic. this delivery, the HW board related
documentation will be under Com21
control.
Complete AIM BOM including AIM Com21 Documented Xxxx of This is a list of HW components and
Bus I/F, DSP/Line I/F Materials of the qualified vendors of the components
specified design. and includes the entire AIM board
Microsoft Word, plain assembly.
test or Microsoft Excel
format is acceptable
Milestone 3 Functional Test - individual
components are tested with
dependency only on HW or SW located
within the same physical unit
5 AIM assembled boards Com21 Com21 In addition to assembling Com21 assembles 5 AIM assemblies as
the boards, Com21 documented by the e-Net and Com21
delivers a BOM, schematic and BOM deliverables in
schematics, and rework Milestone 2 and modified by
instructions of the documented rework instructions.
assembled board. Quality Three boards are delivered to e-Net
of the assembly is judged to begin testing.
by visible inspection.
operation of DSP/Line I/F e-Net Com21 E-Net demonstrates the e-Net is able to get hardware and
diagnostics DSP and line interface software diagnostics relating to the
diagnostics (as specified DSP and telephone line interface
in the Design Spec) using operating, running the code
the Com21 development developed by e-Net under this
environment. Com21 development contract. E-Net
updates the AIM HW demonstrates the diagnostics on one
according to e-Net of the three boards delivered to
supplied rework e-Net and on a board that has been
14
DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
instructions and uses under Com21 rework control. Com21
this AIM for the accepts the e-Net board, leaving
demonstration. It is e-Net with two AIM boards. The
required that this test telephone line interfaces can
be configured and demonstrate the specified
controlled by the ComPort performance using a tone generator
modem processor (rather and demonstrating the required
than a DSP emulator). Signal/Noise quality in the received
signal. Additionally, two people
should be able to talk between
phones collocated on the same AIM. A
further test may include operating a
28.8 kbps modem between collocated
AIM interfaces. It is desired that
these diagnostics be controlled via
the ComPort modem serial craft user
interface.
AIM Bus I/F diagnostics Com21 Com21 demonstrates AIM These diagnostics designed by Com21
register access and data allow access to DSP registers and
transfers between the STU telephone line interface registers.
and AIM over the 16 bit In addition, these diagnostics
AIM bus. exercise the data transfers between
the DSP and STU ASIC interface.
operation of SW functions e-Net/ Com21 e-Net demonstrates the e-Net demonstrates the functional
Com21 operation of the operation of
functions defined in the the software it supplies.
SW Design
Specification. Com21
must provide a working
AIM HW interface that
allows FPGA
initialization and DSP
code download.
DSP SW code (src, obj) update e-Net Com21 Validated by Com21 by e-Net will supply the software code
compiling and executing in source code form using an
code in the Com21 acceptable transport media (e.g.,
development environment floppy disk).
This generated code is
used for the Milestone 3
demonstrations.
telephone line compliance e-Net Com21 Line interface design Com21 is able to configure transmit
specification must be and receive line port gains to allow
tested and results FCC Part 68 telephone transmission
documented as to their line compliance. Other line
15
DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
success or failure. interface functions must also be
verified, such as ringing loads.
SW Functional Description e-Net Com21 Com21 reviews the e-Net will supply written text of
documentation for the e-Net related software
implementation details functional implementation. This
that will expedite Com21 includes the major blocks of code
maintenance modifications and the function of each. This can
and SW sustaining support. be an addition to the SW Design
Specification completed in Milestone
2 or some equivalent form (e.g.,
comments within the source code)
that is acceptable to Com21.
Milestone 4 SW Integration - provides a
connection between the AIM and the
other system (e.g., Headend)
equipment
AAL1 SW e-Net Com21 Identification (e.g., This is the ATM AAL1 protocol used
memory dump listing) and for circuit emulation. This format
demonstration of the AAL1 structure may have been available at
formatted ATM cell an earlier time, but may not have
structure. This may use been verified against the
transmission of a tone specification.
within the STU and
between the two
collocated telephone AIM
interfaces.
AAL1 connection with HCX Com21 Using a connection that This uses the AIM, STU, cable
passes through the HCX, a facilities and HCX in a system
voice signal is passed environment. This verifies the HW
between the two and SW interfaces and AAL1 format
telephones located on which have been implemented in each
same AIM. of these devices.
software under version control Com21 All DSP SW code is SW updates are now under Com21 SW
located in the SW version version control.
control system.
Executable code is
generated under the
version control system.
Milestone 5 System Integration - provides an end
to end voice connection including
ATM gateway equipment and PBX
16
DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
EQA Plan Com21 The test cases are These test cases, written by Com21,
executed and passed verify the product operation
without Priority 1 or 2 according to the Product
bugs. These bugs are specification. These are normally
considered unacceptable executed with all the system
to customer shipments and equipment installed and operational.
do not have a viable
`work around' procedure
to the customer.
STU/AIM EMI compliance Com21 Acceptable FCC Part 15 Com21 will arrange and pay for the
compliance and reports. testing. e-Net must modify DSP and
line interface design as needed for
compliance.
voice loopback at ATM switch Com21 Using a connection that This assumes that the ATM gateway
passes through the HCX switch can provide a loopback
and an external ATM function as needed. This validates
switch, pass a voice AIM/STU/HCX SW and HW with non-Com21
signal between two equipment.
telephones on different
AIM boards.
PBX connection Com21 Demonstrate a phone call This is overall validation of system
and voice connection functions.
which originates at the
PBX and terminates on the
AIM telephone.
Demonstrate a phone call
and voice connection
which originates at the
AIM telephone and
terminates on the PBX.
echo cancellation e-Net Com21 Qualitatively listen that Delays may need to be created to
echo is removed when echo demonstrate the echo cancel
cancellation is enabled. function. This may also require an
Create delay in the enable/disable configuration option
network that causes to expedite this test.
noticeable (and
demonstrable) echo in
an AIM telephone when
echo cancellation is
disabled.
Quantitatively
demonstrate that this
satisfies the maximum
specified delay.
Milestone 6 Field Testing - provides
installation and integration with
customer equipment and administration
17
DELIVERABLE WHO SIGNOFF ACCEPTANCE CRITERIA DESCRIPTION
----------- --- ------- ------------------- -----------
Milestone 1 Specification and Planning
----------- --------------------------
Alpha Test Com21 Under engineering This is incorporation of the product
control, the product of into the Com21 internal HFC and PBX
which the Telephone AIM network. This includes the first
is a component is able to customer installation and operation.
demonstrate acceptable
customer perceived
quality and performance.
Beta Test Plan Com21 Under customer control, This is executed with manufacturing
the product of which the controlled HW and SW. These
Telephone AIM is a installations are at a customer
component is able to location using customer supplied
demonstrate acceptable equipment.
customer perceived
quality and performance
3. Project Timeline
Timeframe Description
--------- -----------
Milestone 1 60 days after contract signing Specifications and Planning
and commitment of resources
Milestone 2 Two months after Milestone 1 Design Implementation
Milestone 3 one month after Milestone 2 Functional Test
Milestone 4 two months after milestone 3 SW Integration
Milestone 5 two to three months after System Integration
milestone 4
Milestone 6 3 months after milestone 5 and Field Testing
beginning of Beta test
18
ATTACHMENT B
COMPANY'S PROJECT COORDINATOR: Xxxxxx Xxxxx
DEVELOPER'S PROJECT COORDINATOR:
19
ATTACHMENT C
TELEPHONE AIM FUNCTIONAL REQUIREMENT
1. Background and Purpose of Exhibit
This exhibit defines the basic Telephone AIM functional requirements.
2. Baseline Telephone AIM Specification for e-Net Development
The Telephone AIM is a PCB assembly which will fit into a Com21 ComPort and
provide two RJ11 telephone lines ports. The PCB assembly is approximately 3" x
5". The main function of the board is to interface the telephone line ports to
an internal, ATM formatted, AIM microprocessor bus. The block diagram of the AIM
assembly is shown below.
The basic functions of the board are:
telephone line interface
voice processing and AAL1 formatting
telephone signaling and supervision
AIM bus interface RJ11 RJ11
[GRAPHIC OMITTED]
20
e-Net design responsibility includes the analog telephone set interface, CODEC,
DSP hardware, DSP voice processing, and DSP AAL1 formatting. Com21 design
responsibility includes the overall HW board layout and fabrication, the AIM bus
interface, ABCD signaling bit assignments, and SW controlled ringing
supervision. While the complete specification is a Milestone 1 deliverable and
will require detailed hardware (signal) and software (register bit) definitions,
this exhibit will describe the e-Net design requirements in order to provide a
scope of the work. Some Com21 requirements will be included to explicitly denote
that these are not an e-Net responsibility.
21
In the table below an `x' denotes the responsible party.
REQUIREMENTS e-Net Com21
Hardware
2 Telephone line interfaces x
Ringing for two simultaneous phone lines; minimum 3 RENs per line; disable ringing x
when off hook
Debounced on/off hook detector x
A nominal 18.432 MHz or 9.216 MHz clock source which is synchronized to either an AAL1 x
adaptive clock (via AAL1 adaptive clock recovery) or an external network clock.
The nominal clock shall be accurate to within 200ppm of stated frequency.
AAL1 adaptive clock recovery will be calculated for blocks of 200 (or less) received x
cells. These values will be low pass filtered (averaged) to eliminate the
effects of cell arrival jitter. The results will indicate local clock wander
(drift) from the remote reference clock. The DSP will calculate a signed value
that indicates need to increase clock frequency if positive and decrease clock
frequency if negative. This process will allow the local clock to be
synchronized to the remote clock. The remote clock shall be accurate to at least
250ppm. Cell arrival jitter shall be less than 10 milliseconds. It is desired
that the low pass filter parameter(s) be a configurable register(s) which may be
modified during implementation debug.
128x8 bit EEPROM for configuration storage x
DSP HW x
DSP HW interface for SW code initialization and SW application code download x
AIM bus interface for SW code initialization and SW application code download x
AIM bus interface x
AIM and DSP shared memory; this may be a shared design effort of be designed by either x x
e-Net or Com21
DSP HW JTAG interface x
AIM HW JTAG interface (if required) x
FPGA download from AIM bus x
Software
28.8 kbps MODEM transparency x
Ringing cadence (for selective ringing) x
dual tone generation parameters: xxxx0, xxxx0, duration x
local loop echo cancellation (configurable on/off, minimum 6 msec tail) x
SW drivers for hardware functions (e.g., ringing, tones, diagnostic loopbacks,
on/off x hook status)
1 structured AAL1 ATM cell stream channel processing per one port (i.e.,
structure x size equals one)
64 kbps per channel, selectable uLaw/ALaw PCM encoding x
SW structures for ABCD signaling bit buffers, AAL1 headers and payloads, each x x
22
REQUIREMENTS e-Net Com21
channel is assigned separate buffer spaces; both Com21 and e-Net need to
agree on structure format and memory allocation
48 byte AAL1/ATM payload (byte) processing (including SAR PDU header) x
Compile option for either AAL1 structure format with ABCD signaling (Ref 1) , or x
without signaling (i.e., no insertion of signaling bits in AAL1 payload)
Configurable option to transmit FXS, FXO, E&M signaling x
AAL1 ABCD signaling bit payload write capability (i.e., capability to support x
signaling formats of ABCD bits other than FXS, FXO, E&M formats)
AAL1-CES ATM header byte write processing x
PVC per port call processing (e.g., assigning ATM cell VPI/VCI addresses) x
ATM delay cell jitter buffer (configurable from 1 to 256 byte jitter buffer) x
lost cell interpolation (i.e., fill with silent codes) x
partially full AAL1 payloads, SW configurable from 1 to 47 bytes x
Network Bandwidth management (e.g., allocating cable bandwidth capacity) x
Testing
Configurable Telephone Port 1 to Port 2 PCM local loopback (see figure) x
Configurable Telephone Port 1 to Port 2 AAL1 local loopback (see figure) x
Configurable individual Telephone Port remote loopback, preferably at CODEC if
CODEC x provides support or at DSP serial port (see figure)
FCC Part 68 line interface compliance: transmission level only (level set with compile x
time option)
FCC Part 15 compliance x
DSP Real time performance of 2 telephone lines, less than 65% including 6 msec echo x
cancellation
DSP Power On Self Test, `DSP Ready' register bit indicates successful self test x
Diagnostics: DSP output pin which indicates "fast loop" active state, register
counter x which increments every fast loop completion, register counter which
increments every slow loop completion ("fast loop" is fraction of 125
microsecond interval needed to accomplish Telset interface and AAL1 payload byte
processing; the "slow loop" is used for cell block processing and overlays many
fast loop intervals)
Required Conformance Specifications:
1) ATM Forum, Circuit Emulation Service Interoperability Specification, Version
2.0, af-vtoa-0078.000, January 1997
2) I.363.1, B-ISDN ATM Adaptation Layer Specification: Type 1 AAL, ITU-T, 8/96
3) EIA/TIA-464A (date and revision to be provided)
Reference 1 contains applicable `AAL1' details. Reference 2 is used within the
AAL1 specification to describe the details of the AAL1 payload and signaling
formats. Reference 2 also describes the AAL1 synchronization specification.
Reference 3 defines ABCD signaling bits for the FXS, FXO, and E&M signaling
formats.
23
