1
EXHIBIT 10.14
HOMEPLUG POWERLINE ALLIANCE SPONSORS' AGREEMENT
This Agreement is effective as of ___________________ 2000 by and between 3Com
Corporation ("3Com"), Advanced Micro Devices, Inc. ("AMD"), Cisco Systems, Inc.
("Cisco"), Compaq Computer Corporation ("Compaq"), Conexant Systems, Inc.
("Conexant"), Enikia Inc. ("Enikia"), Intel Corporation ("Intel"), Intellon
Corporation ("Intellon"), Motorola _________, X0 Xxxxxxxxxxxx, ("X0"), Tandy
Corporation ("Tandy"), Texas Instruments, Inc. ("TI") and the Affiliates of
these Corporations, collectively referred to as the "Sponsors" of the HomePlug
Powerline Alliance, Incorporated ("Alliance").
Background
A. The Sponsors intend to define, establish and support a home networking
system specification which provides the basic networking capability but
is also compatible with other uses of the home power outlets. This
specification is referred to as Home Powerline Networking.
B. The Sponsors also intend to develop a compliance testing portion of the
specification to verify compliance with the Home Powerline Networking
specification.
C. The Sponsors wish to encourage broad and open industry adoption of Home
Powerline Networking and wish to facilitate the provision of necessary
licenses to do so. The Sponsors intend to provide the Home Powerline
Networking specification to an appropriate standards body.
D. The Sponsors also desire to provide for the possibility of issuing
revisions and updates to the Home Powerline Networking specification.
Agreement
1. Definitions
1.1. "Adopter" means any entity that has executed an identical copy of the
Adopter's Agreement in the form attached hereto as Attachment A ("Adopter's
Agreement"), including its Affiliates.
1.2 "Affiliate" is an entity that directly or indirectly controls, is
controlled by, or is under common control with another entity, so long as such
control exists. "Control" means beneficial ownership of more than fifty percent
of the voting stock or equity in an entity.
1.3 "Fellow Adopters" are all the Sponsors, Participants, and Adopters.
1.4 "Participant" means an entity that has executed an identical copy of the
Participant Agreement in the form attached hereto as Attachment B
("Participant's Agreement).
1.5 "Necessary Claims" shall mean those claims of all patents, other than
design patents and design registrations, throughout the world entitled to an
effective filing date prior to January 1, 2005, which a Fellow Adopter, as
applicable, or its Affiliates has the right, at any time during the
2
term of this Agreement, to grant licenses of the scope granted herein without
such grant or the exercise of rights thereunder resulting in payment of
royalties or other consideration to third parties (except for payments to
Affiliates or to employees within the scope of their employment) and (i) which
are necessarily infringed by an implementation of a version of the Specification
adopted by the Sponsors pursuant to Section 4.3 below, where such infringement
could not have been avoided by another commercially reasonable noninfringing
implementation of such Specification, or (ii) for which infringement is based on
an implementation of any example included in the body of the Specification.
Necessary Claims shall not include, and no license shall apply to,
implementation examples included solely in any appendix, exhibit or other
attachment to the actual Specification.
1.6 "Specification" means the document entitled Home Powerline Networking as
finally adopted by the Sponsors pursuant to Section 4.3 below, authored and
published by the Alliance; any updates as finally adopted pursuant to Section
4.4; and non-final versions until a first final version is adopted. The scope of
the Specification shall be restricted to that information descriptive (i) of the
electrical characteristics and protocols of physical interfaces, (ii) of a
standard set of transmitted signals and (iii) of such test procedures as
required to establish conformance of devices to items (i) and (ii).
Notwithstanding the foregoing, for the purpose of defining which patent claims
are Necessary Claims, the Specification shall be deemed not to include (1) any
enabling technologies that may be needed to make or use any product that
complies with the Specification but are not themselves expressly set forth in
the Specification, (including, for example, basic computer and network
technology, Applications Programming Interfaces ("APIs"), semiconductor
manufacturing technology, compiler technology, object-oriented technology and
operating system technology); (2) the implementation of specifications developed
elsewhere but referred to or incorporated in the body of the Specification; or
(3) any portions of any product and any combinations of any product, the purpose
or function of which is not required for compliance with the Specification.
1.7 "Fully Compliant" means: (a) an implementation of the Specification which
supports or implements all of the portions of the Specification defined by the
Specification as being "Required" or (b) an implementation of all portions of
the Specification required for a specific type of product or component thereof.
1.8 "Contributions" mean any ideas, suggestions or comments submitted in
writing by a representative of a Sponsor or a Participant, and approved by such
Sponsor or Participant, for the purpose of proposing additions to or
modifications of the Specification.
1.9 "Confidential Information" may include but is not limited to, proprietary
information of the Sponsors, the nonfinal versions of the Specifications and the
contributions each Sponsor and each Participant makes to the specification.
2. Covenants
2.1 Grants of Licenses to Sponsors, Participants, and Adopters. Upon
agreement by the Sponsors as to the final version of the text of the
Specification as set out in Section 4.3, each Sponsor (on behalf of itself and
its Affiliates) hereby covenants to grant to each of the other Sponsors, all
Participants, and all Adopters under reasonable terms and conditions that are
2
3
demonstrably free of any unfair discrimination, a nonexclusive, irrevocable,
nontransferable, nonsublicenseable worldwide license under its Necessary Claims
to implement the Specification and to make, have made, use, import, offer to
sell, lease, sell, promote and otherwise distribute the resulting implementation
(whether implemented in hardware, software, or some combination of hardware and
software); provided, however, (i) the resulting implementation is Fully
Compliant, (ii) such license shall not extend to features of a product which are
not required to comply with the Specification or to other specifications and
APIs, such as a Sponsors' operating system API, and (iii) such license shall be
granted only to the extent that the resulting implementation is used for the
purposes of home networking over the powerline. Each Sponsor (on behalf of
itself and its Affiliates) hereby agrees that it shall not seek and injunction
and hereby waives its rights to an injunction, with respect to infringement of
the Sponsors Necessary Claims by products or services that are substantially
Fully Compliant with the Specification, against Fellow Adopters that are
entitled to receive a license under the Sponsor's Necessary Claims. Such waiver
of injunctive relief shall not prohibit a Sponsor from seeking or receiving
damages, including enhanced damages for willful infringement, from any Fellow
Adopter.
2.2 Enforcement of Agreements. Each of the Sponsors shall promptly notify the
other Sponsors of any breach, that may come to such Sponsor's attention, of any
Sponsor's Agreement, Adopter's Agreement, or Participant's Agreement by a
Sponsor, Adopter or Participant. Each Sponsor shall have the right to enforce
compliance with the terms of such agreements by Sponsors, Adopters and
Participants upon notice to the other Sponsors. Any Sponsor may, at its option,
bring suit against such other Sponsor, Adopter or Participant to enforce such
agreement, provided the enforcing Sponsor has given written notice of breach to
the breaching party. The notice shall summarize the breach and the corrective
action, which must be undertaken to cure the breach. In the event the breach is
not cured within (30) days from the date of notice, the enforcing Sponsor may
bring suit to enforce the agreement without liability to the enforcing Sponsor
or the other Sponsors, and may seek against the breaching party any remedy
available at law or equity provided, however, that if such breach is of a nature
which cannot reasonably be cured within thirty (30) days, then the suit may not
be brought against the breaching party so long as it is proceeding with due
diligence to cure such breach and it does so within a reasonable time; but in no
event shall the cure period extend beyond ninety (90) days of the notice date
without a 2/3 majority vote of the Sponsors. The other Sponsors shall, at their
discretion, provide reasonable assistance in the prosecution of such suit, at
the expense of the enforcing Sponsor (except for the value of time of the
assisting party's employees); provided, however, that no Sponsor shall be
required to be named as a party to such suit. In the event a Sponsor does not
wish to participate in the enforcement action and is nonetheless joined as a
necessary party or the like, the Sponsor(s) initiating the enforcement action
agree(s) to pay the reasonable expenses incurred by the joined Sponsor in such
enforcement action (except for the value of time of the assisting Sponsor's
employees). The enforcing Sponsor(s) will retain any recovery in such suit.
2.3 Copyright Notices. Any publication of the Specification shall contain an
appropriate copyright notice in the name of the Alliance. Public references to
the Specification shall attribute authorship to the Alliance to the extent
practical.
2.4 References to Specification. The Sponsors hereby agree not to assert
against any Fellow Adopter any trademark or trade name rights they may have now
or hereafter in any name or logo unanimously adopted by the Sponsors for use in
connection therewith or with this Agreement. If
3
4
the Sponsors agree to claim or assert trademark or trade name rights in such
name or logo, they agree to use commercially reasonable efforts, that represent
the best interests of all parties, to agree on the nature of ownership,
licensing, guidelines for usage, and registration of such name or logo. Prior to
adoption of a new name or logo, the Sponsors shall transmit a proposed name or
logo to the Participants and Adopters for comments regarding any claimed rights
in such new name or logo. The Sponsors will not use any name or logo unanimously
adopted by the Alliance except to refer to the Specification and to products
which fully comply with the Specification.
3. Copyright Ownership/Modifications to Specification
3.1 Title. Each Sponsor hereby grants to the Alliance a nonexclusive,
irrevocable, nontransferable, nonsublicensable, royalty-free worldwide license
under all copyrights contained in its Contributions submitted by a
representative of a Sponsor, and approved by such Sponsor, for inclusion in the
Specification. Each Sponsor agrees that the Alliance hereby grants to each of
the Sponsors a royalty free, fully paid-up, nonexclusive, irrevocable,
nontransferable, nonsublicensable worldwide license under the Alliance's
copyrights in the Specifications, including the right to enforce the copyright
in the Specifications on behalf of the Alliance. Any Sponsor may propose a
copyright enforcement action, and the other Sponsors shall have the right to
exercise all right, title, and interests to its copyrights at their own expense
and at their own discretion. On request of any Sponsor considering suit against
a third party to enforce the Alliance's copyrights, the other Sponsors shall, at
their discretion, provide reasonable assistance in the prosecution of such suit,
at the expense of the prosecuting party (except for the value of time of the
assisting Sponsor's employees); provided, however, that no Sponsor shall be
required to be named as a party to such suit. In the event a Sponsor does not
wish to participate in the copyright enforcement action and is nonetheless
joined as a necessary party or the like, the Sponsor(s) initiating the
enforcement action agree(s) to pay the reasonable expenses incurred by the
joined Sponsor in such enforcement action (except for the value of time of the
joined Sponsor's employees). The enforcing Sponsor(s) will retain any recovery
in such suit resulting from infringement of the copyrights. If a Sponsor wishes
to register the Specification with the Copyright Office, it may do so at its own
expense in the name of the Alliance, and the other Sponsors shall cooperate with
such Sponsor to the extent reasonably required to file the application for
copyright registration. No further obligation will exist after the application
is filed.
3.2 Modifications. Any modifications to or derivative works of the
Specification, whether or not submitted by a representative of a Sponsor, and
approved by such Sponsor, for inclusion in the Specification shall be owned
solely by the Sponsor(s) creating them, subject to the underlying copyright of
the Alliance in the Specification, unless and until such modification or
derivative work is adopted as an update to the Specification, at which time the
copyright shall be owned by the Alliance. However, except for excerpts or
quotations from a published Specification, no Sponsor shall publish such a
modified or derivative work or translation into a foreign language without the
express written consent of the other Sponsors. This restriction on modified or
derivative works shall not apply to any Sponsor once the Sponsor withdraws,
provided however the Alliance shall retain its right to an assignment of the
copyrights in such modified or derivative works by adopting them as an update to
the Specification. The parties will cooperate from time to time with respect to
responsibility for translation of the Specifications into foreign languages, and
shall equally share the out-of-pocket costs therefor.
4
5
4. Specification Completion
4.1 Specification Release to Participants and Adopters. The Sponsors shall
cooperate to finalize the Specification according to the following procedure:
4.1.1 Any proposal for the Specification shall be authorized for release
to third parties (including Adopters and Participants) only by 2/3
majority agreement of the Sponsors.
4.1.2 The Sponsors shall use reasonable efforts to expedite
edits/changes suggested to each revision of the Specification as
quickly as possible.
4.2 Specification Development. Non-final revisions of the Specification may
be designated unreleased or released and shall be maintained in confidence and
only disclosed pursuant to the terms herein. Unreleased revisions shall only be
shared among the Sponsors and Participants. Agreement of a 2/3 majority of the
Sponsors is required to designate an unreleased revision as a released revision.
4.3 Published Specification. The Specification or any proposed update thereof
shall be deemed final and is adopted when the Sponsors agree by a 2/3 majority,
in writing, that such version of the Specification is final. For purposes of
voting on the Specification or for any other voting under this Agreement, the
Affiliates shall not be entitled to vote and their approval is not required in
connection with any vote. Such final Specification shall become effective and be
made publicly available after the thirty (30) day period specified in Section
4.3.1.
4.3.1 Each Sponsor shall have the opportunity to review the final draft
of a Specification or revision prior to voting on adopting such
final draft. The Sponsors therefore agree that all Sponsors shall
be notified in writing or by email when a final draft of a
Specification or revision is available for review. The review
period shall be thirty (30) days from the notification. Each
party, within such thirty (30) days, may identify with
particularity any portions of the Specification or revision it
finds objectionable and shall provide a reasonable explanation for
the objection. No Sponsor, Participant, or Adopter shall have any
duty to perform any patent search prior to any vote on a
Specification or revision.
4.3.2 Any Sponsor that votes against the Specification as adopted may
choose to withdraw from this Agreement under Section 6 by written
notice to all other Sponsors sent within thirty (30) days after
the date on which the Secretary receives the 2/3 majority
necessary for adoption of the Specification. Following such
withdrawal, the Sponsor will have only those rights and
obligations hereunder set forth under Section 6.2. A Sponsor shall
be considered to have adopted the final Specifications, with all
rights and obligations with respect thereto under this Agreement,
if such Sponsor (i) voted in favor of the proposed final
Specifications or (ii) failed to vote or voted against such
proposed final Specifications and did not so withdraw within such
thirty days.
4.4 Updates to the Specification. Once Sponsors have agreed upon a final
Specification under Section 4.3 above, any updates or alterations to the
finalized Specification shall be treated as a
5
6
proposal to develop a new Specification, and shall be subject to the same
processes and procedures used for development of the original Specification as
outlined above. Each Sponsor may, in its sole discretion, cooperate with
development of such new Specification or withdraw with regard to such new
Specification without withdrawing from an earlier adopted Specification.
Adoption of such a new Specification shall not terminate any right or obligation
of any Sponsor under this Agreement, including the licenses granted, received or
agreed to be made available with respect to an earlier adopted Specification.
5. Confidentiality
5.1 Confidential Information. Each Sponsor will maintain the Confidential
Information of the other Sponsors, the non-final versions of the Specification
and the Contributions each other Sponsor and each Participant makes to the
Specification in confidence with at least the same degree of care that it uses
to protect its own confidential and proprietary information, but no less than a
reasonable degree of care under the circumstances and will neither disclose nor
copy the non-final versions of the Specification except as necessary for its
employees and contractors (under obligation of confidentiality) with a need to
know for the purpose of developing or updating the Specification or implementing
a product according to the Specification. Obligations of confidentiality shall
only extend to Confidential Information that: (a) is marked to connote its
confidential or proprietary nature at the time of disclosure; or, (b) is
unmarked (e.g. orally disclosed or that by its nature can not be marked), but
identified and treated as confidential at the time of disclosure, and is
designated as confidential in a written memorandum in the form of the HomePlug
Powerline Alliance Oral Confidential Information Memorandum attached hereto as
Attachment C and sent to recipient's representative within thirty (30) days of
disclosure, summarizing the Confidential Information sufficiently for
identification. Any information incorporated in a particular revision of the
Specification, including any exhibits or attachments thereto, shall be permitted
to be released upon agreement of the Sponsors pursuant to Section 4 hereof. Any
copies which are made will be marked "confidential," "proprietary" or with a
similar legend. Unless the parties agree otherwise, this obligation of
confidentiality will expire 3 years from the date of disclosure of such
Confidential Information hereunder. A party will not, however, be liable for the
disclosure of any Confidential Information which is:
a) rightfully in the public domain other than by the recipient's
breach of a duty;
b) rightfully received from a third party without any obligation of
confidentiality, or
c) rightfully known to the recipient without any limitation on use or
disclosure prior to its receipt from the disclosing party; or
d) independently developed by employees of the recipient without
access to the disclosed information; or
e) rightfully disclosed as required by law, provided however, that
prior to disclosing such Confidential Information, the recipient
subject to the order to disclose promptly notifies the disclosing
party and upon the disclosing party's request, cooperate with the
disclosing party in contesting the request to disclose;
f) made public by unanimous agreement of the Sponsors; or
6
7
g) inherently disclosed in the marketing or sale of a product or
service.
5.2 Residuals. This Agreement and the terms of confidentiality hereunder
shall not be construed to limit any Sponsors right to independently develop or
acquire products or technology, including similar or competing products or
technology, without the use of another party's Confidential Information. Any
party shall be free to use for any purpose the residuals resulting from access
to or work with the Confidential Information defined in Section 5.1, provided
that such party shall maintain the confidentiality of such Confidential
Information as provided herein. The term "residuals" means information in
non-tangible form, which may be inadvertently retained by persons who have had
access to such Confidential Information, including ideas, concepts, know-how or
techniques contained therein. No party shall have any obligation to limit or
restrict the assignment of such persons or to pay royalties for any work
resulting from the use of residuals. However, the foregoing shall not be deemed
to grant to any party a license under the other party's copyrights, patents, or
trademarks. Contributions will be based upon the actual knowledge of the
submitting Sponsor's representative providing the Sponsor's input. For purposes
of this section, "actual knowledge" does not include knowledge of the Sponsor
inputted to such employee or residuals resulting from such employee's access or
work with the confidential or proprietary information of third parties, provided
that any agreement between such Sponsor and any such third party protecting such
confidential or proprietary information includes an agreement, express or
implied, that the parties are free to use such residuals for such purpose.
6. Withdrawal
6.1 Notice of Withdrawal. A Sponsor may, on written notice to the other
Sponsors, withdraw from this Agreement.
6.2 Effect of withdrawal. Upon withdrawal by a Sponsor.
6.2.1 All covenants and licenses granted by and to such withdrawing
Sponsor with respect to any final Specification adopted by the
withdrawing Sponsor as of the date of such withdrawal shall
continue in full force and shall extend to and from entities who
were, are or later become Fellow Adopters (and their Affiliates as
provided in the license), even after such withdrawal. No covenant
or license with respect to patents and copyrights shall be deemed
granted or received or required to be granted by such withdrawn
Sponsor as to a new Specification or new revisions of the
Specification adopted after the date of such withdrawal, except as
set forth in Section 6.2.3. For the avoidance of doubt, in the
event any Sponsor withdraws prior to the publication of the first
final version of the Specification, the covenants of such
withdrawn Sponsor to grant licenses are extinguished and of no
effect.
6.2.2 A withdrawing Sponsor must identify in its notice of withdrawal,
with reasonable specificity, any technical Contribution it has
made with regard to any as yet unadopted revision or proposed
update to the Specification being considered at the time of
withdrawal or to any Specification adopted within thirty (30) days
of such notice if such withdrawal is being done under Section
4.3.1. Any technical
7
8
Contribution not noticed will be licensed under Section 2.1.
Additionally, the copyrights in any materials contributed by such
Sponsor as of the time of withdrawal shall still be subject to the
provisions of Section 3.1 above.
6.2.3 The obligations of a withdrawn Sponsor to license Necessary Claims
as set forth in Section 2 of this Agreement shall continue as to a
new Specification or revision if such new Specification or
revision: (i) defines a network which is backwards compatible to a
prior Specification for which the Sponsor is obligated to grant
licenses, and (ii) uses a Necessary Claim in a substantially
similar manner and to a substantially similar extent as the
Necessary Claim was used in a prior Specification for which the
Sponsor is obligated to grant licenses. In no event is a withdrawn
Sponsor obligated to license any additional Necessary Claims under
this subsection.
7. General
7.1 No Other Licenses. Except for the rights expressly provided by this
Agreement, no Sponsor grants or receives, by implication, or estoppel, or
otherwise, any rights under any patents or other intellectual property rights.
7.2 Limited Effect. This Agreement shall not be construed to waive any
Sponsor's rights under law or any other agreement except as expressly set out
here.
7.3 No Warranty. Sponsor acknowledges that the Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT,
FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY
PROPOSAL, SPECIFICATION, OR SAMPLE.
Notwithstanding the above, each Sponsor warrants that the Sponsor has not
contributed any third party confidential information to the Specification and
that it has the authority to enter into this Agreement.
7.4 Damages. In no event will Sponsors be liable to any Fellow Adopter for
any loss of profits, loss of use, incidental, consequential, indirect, or
special damages arising out of this Agreement or any Adopter or Participant
agreements related hereto, whether or not such party had advance notice of the
possibility of such damages.
7.5 Notices. Shall be sent to:
Xxxxx Xxxxxxx
3Com Corporation
0000 Xxxxxxxx Xxxxx
XX Xxx 00000 M/S 14105
Xxxxx Xxxxx, XX 00000-0000
8
9
Xxxxx Xxxxxx
Advanced Micro Devices, Inc
1 AMD Place, MS 17
Xxxxxxxxx, XX 00000-0000
Xxxx Xxxx
Cisco Systems, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxx Xxxxxxx
Compaq Computer Corporation
MS060701
XX Xxx 000000
Xxxxxxx, XX 00000-0000
Attn: Contracts Manager
Conexant Systems, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Xxx Xxxxxx
Enikia Incorporated
000 Xxxxxxxxxx Xxxxxx Xxxxx 000
Xxxxxxxxxx, XX 00000
Post Contracts Management
Intel Corporation
JF3-149
0000 X.X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000 XXX
Xxxx Xxxxxxx
Intellon Corporation
0000 Xxxx Xxxxxx Xxxxxxx Xxxx.
Xxxxx, XX 00000
Xxxxxxx Xxxx
Motorola Broadband Communications Sector
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxx Xxxx: President, Communications Division
S3 Incorporated
000 XX Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
9
10
Xxxxx Xxxxxxxx
Tandy Corporation
000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Xxxx Xxxxxxxxx
Texas Instruments Incorporated
M/S 8725
00000 XX Xxxxxxxxx
Xxxxxx, XX 00000
7.6 Governing Law. This Agreement shall be construed and controlled by the
substantive laws of California without reference to conflict of laws principles.
Any litigation arising out of this Agreement shall take place in California, and
all parties irrevocably consent to jurisdiction of the state and Federal courts
there.
7.7 Not Partners. The Sponsors are independent companies and are not partners
or joint venturers with each other. While the Sponsors may select an entity to
handle certain administrative tasks for them, no party is authorized to make any
commitment on behalf of all or any of them.
7.8 Complete Agreement. This Agreement sets forth the entire understanding of
the parties and supersedes all prior agreements and understandings relating
hereto. No modifications or additions to or deletions from this Agreement shall
be binding unless accepted in writing by an authorized representative of all
parties.
7.9 Termination: This agreement continues for each Sponsor until terminated
with respect to such Sponsor upon events such as withdrawal or default.
7.10. Publicity: No Sponsor may make any statement on behalf of the Alliance
without the prior approval of the Sponsors.
7.11. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and timely delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument.
7.12 Assignment. No party may assign any of its rights, duties or obligations
under this agreement in whole or in part without a 2/3 vote of the other
Sponsors.
7.13 Severability. If any provision of this Agreement becomes or shall be held
by a court of competent jurisdiction to be contrary to any law, such provision
shall be stricken and the remaining provisions shall remain in full force and
effect so long as the remaining Agreement still represents the intent of the
parties.
10
11
In witness of their agreement, the Sponsors have executed this Agreement below:
3COM CORPORATION ADVANCED MICRO DEVICES, INC. CISCO SYSTEMS, INC.
By: By: By:
-------------------------------- ------------------------------- -------------------------------
Name: Name: Name:
-------------------------------- ------------------------------- -------------------------------
Title: Title: Title:
-------------------------------- ------------------------------- -------------------------------
Date: Date: Date:
------------------------------- ------------------------------- -------------------------------
COMPAQ COMPUTER CORPORATION CONEXANT SYSTEMS, INC. ENIKIA, INC.
By: By: By:
-------------------------------- ------------------------------- -------------------------------
Name: Name: Name:
-------------------------------- ------------------------------- -------------------------------
Title: Title: Title:
-------------------------------- ------------------------------- -------------------------------
Date: Date: Date:
------------------------------- ------------------------------- -------------------------------
INTEL CORPORATION INTELLON CORPORATION MOTOROLA CORPORATION
By: By: By:
-------------------------------- ------------------------------- -------------------------------
Name: Name: Name:
-------------------------------- ------------------------------- -------------------------------
Title: Title: Title:
-------------------------------- ------------------------------- -------------------------------
Date: Date: Date:
------------------------------- ------------------------------- -------------------------------
S3 INCORPORATED TANDY CORPORATION TEXAS INSTRUMENTS
By: By: By:
-------------------------------- ------------------------------- -------------------------------
Name: Name: Name:
-------------------------------- ------------------------------- -------------------------------
Title: Title: Title:
-------------------------------- ------------------------------- -------------------------------
Date: Date: Date:
------------------------------- ------------------------------- -------------------------------
11
12
HOMEPLUG POWERLINE ALLIANCE SPONSORS' AGREEMENT
Attachment C
ORAL CONFIDENTIAL INFORMATION MEMORANDUM
Date:
To:
The HomePlug Powerline Alliance Networking Sponsor's Agreement ("Agreement")
"provides that Confidential Information disclosed orally (or that by its nature
can not be marked) becomes subject to the Agreement's confidentiality provisions
if it is treated as confidential at the time of disclosure, and is designated as
confidential in a written memorandum ... sent to recipient's representative
within thirty (30) days of disclosure, summarizing the Confidential Information
sufficiently for identification."
By completing and signing this form, the undersigned gives the recipient notice
that the information disclosed on the following date is considered Confidential
Information under the Agreement and shall be kept confidential by the recipient
according to its terms.
Date of Disclosure of Confidential Information:
---------------------------------
Location:
-----------------------------------------------------------------------
Description of Confidential Information disclosed:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
All other terms and conditions of the Agreement shall remain in full force and
effect. Nothing contained herein shall be construed as amending or modifying the
terms of the Agreement.
From:
------------------------------------------
(Sponsor's Name)
Represented by:
------------------------------------------
(Signature)
------------------------------------------
(Printed Name)
------------------------------------------
(Title)
