COOPERATIVE AGREEMENT FOR LICENSED MANUFACTURING OF
FERROELECTRIC RFID PRODUCTS
THIS AGREEMENT (the "Agreement") is made on the 21 day of June, 1995 by
and between Racom Systems, Inc., a corporation organized under the laws of
Delaware, U.S.A. having its principal place of business at 0000 Xxxxxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Racom"), and Rohm Co., Ltd., a
corporation organized under the laws of Japan, having its principal place of
business at 00, Xxxxx Xxxxxxxx-xxx, Xxxx-Xx, Xxxxx, 000, Xxxxx ("Rohm").
WITNESSETH THAT:
WHEREAS, Racom has developed a ferroelectric RFID technology and products
based upon an underlying technology licensed from Ramtron International
Corporation ("Ramtron"); and
WHEREAS, Rohm has licensed Ramtron's ferroelectric technology for certain
uses excluding ferroelectric RFID applications and desires to participate in the
market opportunity for Custom Ferroelectric RFID Products in Japan and for
Japanese Based Customers; and
WHEREAS, Racom and Rohm wish to cooperate in the design, licensed
manufacture and sale of custom ferroelectric products within Japan and for
Japanese Based Customers; and
WHEREAS, Racom and Rohm desire to enter into this Agreement to definitively
set forth their respective rights concerning such license.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENT
ARTICLE ONE
DEFINITIONS
When used in this Agreement, the following terms have the following
meanings:
1.1 "CUSTOM FERROELECTRIC RFTD PRODUCTS" means single chip RFID
products utilizing the Ferroelectric RFID Technology and consisting of or
containing application specific integrated circuits (ASICs) which are
designed, manufactured and sold each to a unique customer specification. A
product shall be considered custom if (i) in wafer form, it is photomask
tooled to a single customer specification, or (ii) if microcoded, a minimum
of 20% of the code is unique to a single customer. An electrically
programmable product shall not be considered a custom product. Custom
Ferroelectric RFID Products shall include, without limitation, Custom ASIC
Chips, Custom ASIC Modules, Custom ASIC Cards, Custom Readers/Controllers and
Non-Recurring Engineering expenses.
1.2 "EFFECTIVE DATE" means the date of this Agreement.
1.3 "FERROELECTRIC RFID TECHNOLOGY" means (i) the underlying
ferroelectric technology licensed by Racom from Ramtron pursuant to that
Technology License Agreement dated October 23, 1991 ("Technology License
Agreement"), as amended, for applications including contactless smart cards
wherein interface to the product is by non-contact means such as inductive,
capacitive or sonic coupling plus (ii) all patents, processes, formulae, trade
secrets, know-how, technical data or other information relevant or useful to the
design of Custom Ferroelectric RFID Products developed and owned by Racom for
contactless applications. Ferroelectric RFID Technology shall not include any
of the above items which Racom is contractually or legally restricted from
disclosing to Rohm.
2
1.4 "IMPROVEMENTS" means all improvements, enhancements and developments
to the Ferroelectric RFID Technology made by either party or its Subsidiaries
during the term of this Agreement.
1.5 "LICENSE" has the meaning set forth in Section 2.1.
1.6 "LICENSED APPLICATIONS" means the design, manufacture and
distribution of Custom Ferroelectric RFID Products within Japan.
1.7 "SUBSIDIARY" or "AFFILIATE" means any corporation, company or
other entity more than fifty percent (50%) of the outstanding shares of stock
entitled to vote for election of directors (other than any shares of stock whose
voting rights are subject to restriction) of which is owned or controlled by
either party hereto, directly or indirectly, now or hereafter during the term of
this Agreement. Any corporation, company or other entity which would at any
time be a Subsidiary of Rohm or Racom by reason of the foregoing shall be
considered a Subsidiary for the purpose of this Agreement only so long as the
ownership or control, directly or indirectly, by Rohm or Racom meets the
conditions set forth herein. Any Subsidiary of Rohm or Racom which ceases to be
a Subsidiary shall cease use of any Ferroelectric RFID Technology it has
received pursuant to this Agreement and shall return all such Ferroelectric RFID
Technology to the parties in a manner satisfactory to both parties.
1.8 "INTERNAL TRANSFER PRICE" means the price at which Rohm's Custom
Ferroelectric RFID Products manufacturing operations sells Custom Ferroelectric
RFID Products to other Rohm divisions, departments or Subsidiaries.
1.9 "TERRITORY" means Japan and Japanese Based Customers.
1.10 "JAPANESE BASED CUSTOMERS" means those companies which have their
headquarters in Japan, and their Asian Subsidiaries and Affiliated companies
including those which do not have their headquarters in Japan.
3
1.11 "ASIAN" means those countries listed in Exhibit A attached hereto
and incorporated herein by this reference.
ARTICLE TWO
GRANT OF LICENSE
2.1 GRANT OF LICENSE. In consideration of Rohm's obligations under
Articles Three and Five, Racom hereby grants to Rohm and its Subsidiaries, a
non-exclusive, non-sublicensable, non-transferrable right and license (the
"License") to use the Ferroelectric RFID Technology in connection with the
design, development, manufacture and sale of Custom Ferroelectric RFID Products
for use within the Territory but not otherwise. Sales to any party where Rohm
reasonably believes the products will be resold or come to rest outside the
Territory is prohibited. The License may not be used by Rohm for any purpose
other than those specifically stated in this Section 2.1. In the event that
Rohm has a significant sales opportunity outside the Territory, Rohm shall so
notify Racom in writing. In the event that such Rohm sales opportunity is not
in conflict with Racom's or Ramtron's interests, to be reasonably determined by
Racom and Ramtron, Racom and Rohm agree to mutually discuss and decide how to
proceed with such opportunity.
2.2 RESERVATION OF OTHER TECHNOLOGY. Nothing in this Agreement shall
be construed to grant any rights, express or implied, in or to Racom's
intellectual property, inventions, methods, technical information, expertise,
know-how or knowledge not specifically defined as Ferroelectric RFID Technology,
or any rights to the Ferroelectric RFID Technology outside the Territory or for
use other than in the Custom Ferroelectric RFID Products and the Licensed
Applications, and all such rights are expressly reserved by Racom.
2.3 SOLE IMPROVEMENTS. Any Upgrades which are made or developed by
either party shall be and remain the exclusive property of such party; provided,
however, that such party hereby grants to the other party a royalty-free, non-
exclusive, non-sublicensable, non-transferable, perpetual license to use such
Improvements during the term of this Agreement. In the case of
4
Racom, such right shall be worldwide and in the case of Rohm, such right shall
be within the Territory. Such license shall not include the right to have a
third party manufacture products using such improvements without prior written
approval by the other party.
2.4 JOINT IMPROVEMENTS. In the event that an Improvement (including
but not limited to patents) is made during the term of this Agreement where at
least one (1) employee each from both Racom and Rohm is involved in such
Improvement, then the parties shall jointly own such Improvement with each party
having an undivided equal ownership in such Improvement. Each party may
perpetually use such Improvement for any purpose without any payment to the
other party; provided that if a party grants a license to such Improvement to a
third party other than that party's Subsidiary, then that party shall obtain the
prior written approval of the other party to the sublicense within a reasonable
period of time.
ARTICLE THREE
COMPENSATION
3.1 LICENSE FEES. As partial consideration for the grant to Rohm of
the License, Rohm shall pay to Racom a non-refundable, non-cancelable, license
fee, in an amount equal to US$1,000,000, payable in four installments of
US$250,000 each. Such installments shall be due and payable as follows:
US$250,000 within thirty (30) days following each of the following milestones:
Upon signing of this Agreement, Rohm's sale of a cumulative amount of ten
million Custom Ferroelectric RFID Products, fifty million Custom Ferroelectric
RFID Products, and one hundred million Custom Ferroelectric RFID Products,
respectively.
3.2 PURCHASE OF STOCK. Within ten (10) days following the Effective
Date, Rohm shall purchase 300,000 shares of Racom common stock, par value $0.01,
for a purchase price of US$3.00 per share. Rohm shall purchase an additional
200,000 shares of Racom common stock, par value $0.01, for a purchase price of
US$3.00 per share upon Rohm's cumulative sale of ten
5
million Custom Ferroelectric RFID Products as described in 3.1 above. The
purchase of such common stock shall be evidenced by appropriate documentation to
be prepared and executed by the parties within the time period specified above.
3.3 SALES PROCESSING AND FEES. Rohm's sales group shall be responsible
for all contact with its customers. Upon obtaining an order for Custom
Ferroelectric RFID Products, Rohm's sales group shall simultaneously send a copy
of the purchase order to Racom and a duplicate copy of the purchase order to
Rohm's manufacturing group. Upon completion of the Custom Ferroelectric RFDD
Products specified in such purchase order, Rohm's manufacturing group shall
invoice Racom for such products at the Internal Transfer Price. Racom shall
then invoice Rohm's sales group for such products at the Internal Transfer Price
plus a sales processing fee of two percent (2%) of the sales price of such
products, F.O.B. factory, charged by Rohm's sales group to the customer. In the
event that Rohm's sales group purchases more than 25 million units of Custom
Ferroelectric RFID Products on an accumulated basis in any given calendar
quarter, the sales processing fee payable to Racom for the units purchased
during such calendar quarter, shall be one and four tenths percent (1.4%) of the
sales price charged by the Rohm sales group to the customer. In such event,
payment terms and conditions for the products and sales processing fee shall be
separately arranged by the parties. If Racom so requests, all such sales shall
be made through Racom, Japan.
3.4 DISPUTE REGARDING SALES PROCESSING FEES. In the event of any dispute
regarding the amount of any sales processing fee payment allegedly due under or
pursuant to this Agreement, the parties shall agree in commercial good faith on
and appoint a nationally recognized firm of independent certified public
accountants who shall audit the books and records of Rohm to determine the
amount, if any, of the disputed fee payment or payments, which determination
shall be final and legally binding on the parties for all purposes of this
Agreement. If the parties are unable to agree on such a firm of independent
certified public accountants, such firm shall be appointed by the chairman,
president or the highest officer at such time of the American Institute of
Certified Public Accountants. Racom shall pay the cost of any audit conducted
pursuant to this Section; provided, however, that if it is determined that the
proper amount of any disputed fee
6
payment is more than US$5,000 greater than the amount reported by Rohm, then
Rohm shall pay the cost of such audit, in addition to the additional sales
processing fees that are determined to be due.
3.5 ENTIRE COMPENSATION. The parties acknowledge and agree that the
payments specified in this Agreement shall be the full and entire compensation
which Rohm shall pay Racom pursuant to the terms of this Agreement. The parties
agree that Rohm shall have no obligation to make direct payments to Ramtron for
the license granted by Racom to Rohm hereunder.
3.6 ADDITIONAL COMPENSATION. After payment by Rohm of the amounts
set forth in Section 3.1 and 3.2, no additional fees shall be due by Rohm to
Racom during the term of this agreement or any extension thereof except for the
payment of Sales Processing Fees specified in Section 3.3 by Rohm to Racom.
3.7 JOINT PRODUCT DEVELOPMENT. Racom and Rohm agree to cooperate in
the development of Ferroelectric RFID Products. Racom's responsibilities
shall be the definition, electrical design, marketing and sales. Rohm's
responsibilities shall be the physical design, wafer manufacturing and
testing. Rohm will have the exclusive manufacturing right for jointly
developed products and Racom will have the exclusive marketing and sales
rights. Each party will be responsible for funding their own efforts under
their respective development responsibilities. After successful completion
of development, Racom will order and purchase jointly developed products from
Rohm in accordance with Section 5.1. Rohm and Racom agree that the first two
designs for joint development are the XX XX ASIC and a second HF ASIC both
scheduled to complete development by the end of 1996.
7
ARTICLE FOUR
NON-TRANSFERABILITY OF LICENSE
Notwithstanding anything else contained herein or elsewhere to the
contrary, the License may not be assigned, sublicensed, subdivided or
transferred in any way whatsoever, in whole or in part, by Rohm, except to its
Subsidiaries, without Racom's prior written consent, such consent to be within
Racom's sole and absolute discretion.
ARTICLE FIVE
MANUFACTURING SOURCE AND DISTRIBUTION RIGHTS
5.1 MANUFACTURING SOURCE. As partial consideration for the grant of the
License, Racom hereby commits to engage Rohm as its primary manufacturing source
for ferroelectric RFID products. Rohm shall have the first opportunity to
supply Racom's needs for ferroelectric RFID products worldwide including both
direct purchases by Racom from Rohm and indirect purchases made through Ramtron.
As partial consideration for the grant of the License, Rohm commits to use its
best efforts to supply Racom's ferroelectric RFID product manufacturing needs
under most favorable commercial terms and with competitive quality, delivery and
pricing. In addition to the rights granted in Section 2.1 above, during the
term of this Agreement, Racom hereby grants to Rohm a royalty-free, non-
exclusive, non-sublicensable, non-transferable right and license to use the
Ferroelectric RFID Technology for the sole purpose of manufacturing for, and
sale of ferroelectric RFID products exclusively to Racom.
5.2 DISTRIBUTOR. At Rohm's option, Racom Japan will appoint Rohm as a
distributor for Racom's standard ferroelectric RFID products for Japan under
most favorable commercial terms.
8
ARTICLE SIX
INTELLECTUAL PROPERTY RIGHT
The parties shall cooperate and use their best efforts to defend the
Ferroelectric RFID Technology and any Improvements against claims asserted by a
third party that such technology is invalid or unenforceable, or an infringement
of the intellectual property rights of a third party.
ARTICLE SEVEN
TERM OF AGREEMENT
This Agreement becomes effective on the Effective Date. It shall
continue in full force and effect for a term of five (5) years, commencing on
the Effective Date and continuing for so long thereafter as the licenses granted
hereunder remain in force and effect and Rohm continues to manufacture
ferroelectric RFID products; provided that it may be terminated by each party
pursuant to Article Eight hereof.
ARTICLE EIGHT
TERMINATION
8.1 This Agreement shall immediately terminate upon written notice to
such effect by either party hereto to the other party, without the necessity of
prior notice, (i) in the event of such other party's voluntary or involuntary
bankruptcy or insolvency, (ii) in the event that such other party shall make an
assignment for the benefit of creditors, or (iii) in the event that a petition
should have been filed against such other party under a bankruptcy law, any
other law for relief of debtors, or other law similar in purpose or effect, the
effect of which is to cause such other party to have its business effectively
discontinued.
9
8.2 This Agreement shall automatically terminate upon the termination of
the technology license between Ramtron and Racom for the Ferroelectric RFID
technology for any reason whatsoever. In the event that Racom's Ferroelectric
RFID Technology License with Ramtron terminates for any reason whatsoever,
Ramtron has agreed to grant directly to Rohm substantially all of the rights
granted by Racom to Rohm hereunder without any additional payments by Rohm,
other than sales processing fees as specified in Section 3.3 herein, per Exhibit
B attached hereto.
8.3 If any party to this Agreement should breach any material obligation
herein, the injured party may at its option give written notice to the
defaulting party specifying the respect in which the defaulting party has
breached this Agreement. In the event that such breach is not remedied within
sixty (60) days after such notice, the injured party may, by written notice to
the defaulting party, terminate this Agreement with immediate effect.
8.4 If a party (the "Terminating Party") terminates this Agreement under
Sections 8.1 or 8.3, any and all licenses granted to the Terminating Party
hereunder shall survive such termination, provided that Articles 3 and 5 are
complied with.
8.5 Racom represents and warrants that it has all right, title and
interest to the Ferroelectric RFID Technology, including but not limited to
airline, postal and courier applications, licensed hereunder to Rohm and/or its
subsidiaries, and that it has the right to grant to Rohm and/or its Subsidiaries
the License granted herein.
ARTICLE NINE
CONFIDENTIALITY
9.1 "Confidential Information" shall mean any information disclosed
by one party to the other or any of its Subsidiaries or jointly created by the
parties pursuant to this Agreement which is on written, graphic, machine
readable or other tangible form and is marked "Confidential" or in some other
manner to indicate its confidential nature. Confidential Information may also
include
10
oral information disclosed by one party to the other pursuant to this
Agreement, provided that such information is designated as confidential at
the time of disclosure and is reduced to writing by the disclosing party
within a reasonable time (not to exceed thirty (30) days) after its oral
disclosure, and such writing is marked in a manner to indicate its
confidential nature and delivered to the receiving party.
9.2 Each party may not, during the term of this Agreement and for
three (3) years thereafter, disclose in any manner to any person, firm or
corporation, any confidential knowledge or information obtained by such party
from the other party in carrying on its business hereunder. Each party shall
require each of its Subsidiaries, employees, representatives and agents to whom
such knowledge or information is made available to observe the party's
obligations under this Agreement. Notwithstanding anything herein to the
contrary, Confidential Information shall not include (i) information previously
known to recipient or any of its Subsidiaries as evidenced by the written
records of the receiving party or any of its Subsidiaries, (ii) information
which becomes publicly available by other than unauthorized disclosure, (iii)
information which is received by recipient or any of its Subsidiaries from a
third party whose disclosure does not violate any confidentiality obligation or
(iv) information which is independently developed by recipient or any of its
Subsidiaries.
9.3 Disclosure of Confidential Information will not be prohibited if
such disclosure is:
(a) in response to a valid order of a court or government body of the
United States or Japan; provided, however, that the receiving
party shall first have given notice to the disclosing party and
made a reasonable effort to obtain a protective order requiring
that the Confidential Information so disclosed be used only for
the purpose for which the order was issued;
(b) otherwise required by law; or
(c) to the legal representative of a party hereto.
11
9.4 Nothing in this Agreement creates any obligation in any way
limiting or restricting assignment or reassignment of employees by the
receiving party or any of its Subsidiaries, or to or from or within any such
Subsidiaries.
9.5 The parties hereby agree that the terms and conditions of this
Agreement shall be Confidential Information.
9.6 If deemed by the parties to be necessary for the purpose of this
Agreement, each party will designate one (1) or more documentation manager(s)
whose responsibility is to receive, on behalf of the receiving party, all
Confidential Information pursuant to this Agreement, and to monitor within
their company the distribution of the received Confidential Information for
the purpose of this Agreement.
ARTICLE TEN
REPRESENTATION/WARRANTY AND LIMITATION OF LIABILITY
10.1 Racom and Rohm represent and warrant that (i) they have full
power and authority to enter into this Agreement and (ii) the terms and
conditions of this Agreement, and either party's obligations hereunder, do not
conflict with or violate any terms and conditions of any other agreement or
commitment to which either party is a signatory or by which it is bound. Either
party will defend and indemnify the other party against any third party claims
arising out of or related to the above warranties.
10.2 Racom represents and warrants that it has all right, title and
interest to the Ferroelectric RFID Technology licensed hereunder to Rohm and/or
its Subsidiaries, and that it has the right to grant to Rohm and/or its
Subsidiaries the license granted herein.
10.3 Each party represents and warrants to the other party that it
shall not disclose to the other party any confidential proprietary information
of any third party or parties without having obtained the written consent of
such third party or parties for such disclosure.
12
10.4 Each party guarantees that its Subsidiaries will comply with
the terms and conditions of this Agreement, and each party will be responsible
for such compliance. If a Subsidiary is unable to comply with the terms and
conditions of this Agreement, then such Subsidiary shall not have any rights
under Article 2.
10.5 OTHER THAN THOSE SPECIFIED IN THIS ARTICLE 10, NEITHER PARTY MAKES
ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, REGARDING FERROELECTRIC
RFID TECHNOLOGY, PATENTS, TRADE SECRET RIGHTS, COPYRIGHTS MASK WORK RIGHTS OF
ANY TYPE WHATSOEVER REGARDING CUSTOM FERROELECTRIC RFID PRODUCTS, INCLUDING
THEIR MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SEGMENT OF ANY
THIRD PARTY PATENT, PERFORMANCE, RELIABILITY OR QUALITY. UNDER NO CIRCUMSTANCES
SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR DAMAGES, WHETHER DIRECT OR
INDIRECT, CONSEQUENTIAL OR INCIDENTAL, WHICH MIGHT ARISE OUT OF THE OTHER
PARTY'S USE OF FERROELECTRIC RFID TECHNOLOGY, PATENTS, TRADE SECRET RIGHTS,
COPYRIGHTS MASK WORK RIGHTS OF ANY TYPE WHATSOEVER REGARDING CUSTOM
FERROELECTRIC RFID PRODUCTS.
ARTICLE ELEVEN
FORCE MAJEURE
In the event that either party hereto shall be rendered wholly or
partly unable to carry out its obligations under this Agreement by reasons of
causes beyond its reasonable control, including but not limited to fire, flood,
explosion, action of the elements, acts of God, accidents, epidemics, inability
to obtain equipment or material, or insurrection, riots or other civil
commotion, war, enemy action, acts, demands or requirements of the government in
any state or by other cause which it could not reasonably be expected to avoid,
then the performance of the obligations of each party or the parties as they are
affected by such causes shall be excused during the continuance of
13
any inability so caused but such inability shall as far as possible be remedied
with all reasonable dispatch.
ARTICLE TWELVE
COMPLIANCE WITH LAWS AND REGULATIONS
12.1 The parties shall comply with all applicable governmental laws,
ordinances and regulations. Each party shall be solely responsible for its own
individual violations of any such laws, ordinances, and regulations.
12.2 The parties understand and agree that they are subject to all
applicable laws and regulations of the United States of America ("U.S."), Japan
and any other applicable jurisdiction with respect to the export and use of the
Ferroelectric RFID Technology or the Custom Ferroelectric RFID Products. The
parties shall comply in all respects with such laws, and regulations insofar as
they may apply to their performance under this Agreement. Without limiting the
generality of the foregoing, the parties shall not sell, re-export, deliver or
re-transfer, the Ferroelectric RFID Technology or the Custom Ferroelectric
RFID Products, directly or indirectly, to any country to which such export,
sale, re-export, delivery or re-transfer is restricted or prohibited by
Japanese, U.S. or other relevant laws, without obtaining prior authorization
from competent government authorities as required by those laws.
ARTICLE THIRTEEN
ASSIGNMENT
13.1 Each party to this Agreement may not assign this Agreement or any
rights under this Agreement without the express written permission of the other
party.
13.2 Notwithstanding the above, in the event of transfer of a
controlling interest in a party to a party not in control at the time of the
execution of this Agreement, this Agreement shall bind and inure to the benefit
of each party, its successors and assigns.
14
ARTICLE FOURTEEN
ARBITRATION
All disputes, controversies, or differences which may arise between
the parties, out of or in relation to or in connection with this Agreement, or
the breach thereof, which cannot be resolved between the parties shall be
settled by arbitration in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by three (3) arbitrators.
Each party shall appoint one (1) arbitrator of its choosing, and the two (2)
arbitrators thus selected shall appoint the third arbitrator, who may not be a
national of U.S. or Japan. Such arbitration shall be held in the English
language in Denver, Colorado, if Rohm is the demanding party, or in Osaka,
Japan, if Racom is the demanding party. The award shall be final and binding
upon the parties. This Article does not apply to breaches of obligation of
Article Nine (Confidentiality). Each party may seek relief from the courts
(including injunctive and other equitable relief) in connection with any such
breach.
ARTICLE FIFTEEN
GOVERNING LAW AND LANGUAGE
This Agreement shall be construed and interpreted in accordance with,
and the rights and obligations of the parties hereto shall be determined by, the
laws of the State of California, U.S.A, without giving effect to the principles
of conflicts of laws. This Agreement shall be executed in the English language
which shall be the original and shall control in the event of any difference
between the English text of this Agreement and any translation hereof which may
be made.
15
ARTICLE SIXTEEN
AMENDMENTS
No part of this Agreement may be amended, altered or otherwise changed
unless in writing duly executed by the parties hereto.
ARTICLE SEVENTEEN
ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties and supersedes
and shall be substituted for each and every agreement with respect to the
subject matter hereof, whether written, oral or otherwise in effect between the
parties.
ARTICLE EIGHTEEN
NOTICES
All notices and other communications that are required pursuant to
this Agreement shall be written in the English language and transmitted by air-
mail and/or telex, acknowledgment of receipt required, to the addressee party at
its respective address set forth in the first paragraph of this Agreement or
such other address as the addressee party may from time to time designate to the
other party in writing.
ARTICLE NINETEEN
GENERAL PROVISIONS
19.1 TRADEMARKS. Nothing contained in this Agreement shall be
construed as conferring any rights to use in advertising, publicity or other
marketing activities, any name, trade name, trademark or other designation of
either party hereto (including any contraction, abbreviation or
simulation of any of the foregoing).
16
19.2 PUBLICITY. All notices to third parties and all other publicity
concerning the terms and conditions of this Agreement shall be jointly
planned and coordinated by and between the parties. Neither of the parties
shall act unilaterally in this regard, without the prior written approval of
the other party. It is expected that the parties will mutually agree upon a
press release which will be issued after the effective date of this Agreement.
19.3 NO WAIVER. No failure or delay on either party in the exercise
of any right or privilege hereunder shall operate as waiver thereof, nor shall
any single or partial exercise of such right or privilege preclude other or
further exercise thereof or any other right or privilege.
19.4 CAPTIONS. The captions used in this Agreement are for convenience
of reference only and are not to be used in interpreting the obligations of the
parties under this Agreement.
19.5 SEVERABILITY. In the event that any provision is found to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall in no way be affected or impaired thereby.
19.6 INDEPENDENT CONTRACTOR. The parties are independent contractors.
Nothing contained herein or done pursuant to this Agreement shall constitute the
parties as entering into a joint venture or partnership, or shall constitute
either party as the agent of the other party for any purpose or in any sense
whatsoever.
19.7 SURVIVAL. Unless otherwise specified hereunder, Articles Nine,
Ten, Twelve, and Fourteen, and Sections 2.4, and 3.5 shall survive and continue
after expiration and/or termination of this Agreement.
17
IN WITNESS WHEREOF, the parties hereto have caused their respective duly
authorized representatives to sign this Agreement on the day and year first
above written in duplicate, each party retaining an original copy.
RACOM SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx, President
ROHM CO., LTD.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Xxxxxxx Xxxxxx, Managing Director
18
EXHIBIT A
ASIAN COUNTRIES
- Afghanistan
- Bangladesh
- Bhutan
- Brunei
- Cambodia
- China
- Xxxx Islands
- Hong Kong
- India
- Indonesia
- Laos
- Malaysia
- The Maldives
- Mongolia
- Myanmar (Burma)
- Nepal
- Niue
- North Korea
- Pakistan
- Philippines
- Qatar
- Singapore
- South Yemen
- South Korea
- Sri Lanka
- Taiwan
- Thailand
- Tibet
- Vietnam
19
SUPPLEMENT
By way of supplement to the COOPERATIVE AGREEMENT FOR LICENSED
MANUFACTURING OF FERROELECTRIC RFID PRODUCTS between Racom Systems, Inc.
("Racom') and ROHM Co., Ltd. ("Rohm") entered into between the parties on the
21st day of June, 1995 (the "Cooperative Agreement"), Racom and Rohm hereby
further agree as follows:
1. Racom represents and warrants that any other companies other than Racom
shall not have rights to sub-license the Ferroelectric RFID Technology
described in the Cooperative Agreement, licensed by Ramtron International
Corporation to Racom.
The parties hereto have caused this Supplement to be executed by their
respective duly authorized representatives in duplicate, each party retaining an
original copy.
Racom Systems, Inc.
/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Date:
Rohm Co., Ltd.
/s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Date:
