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EXHIBIT 10(c)
DESIGN, DEVELOPMENT SERVICES AND PRODUCTION AGREEMENT
This agreement ("AGREEMENT"), effective as of the __21____ day of
_December_________, 1998 ("EFFECTIVE DATE") is by and between Rainbow
Technologies, Inc. ("RAINBOW") and EM Microelectronic-Xxxxx XX ("XX XXXXX").
This AGREEMENT will be valid until May 31, 2001. XX XXXXX and RAINBOW may be
referred to under this AGREEMENT as a "PARTY" or the "PARTIES".
WHEREAS, RAINBOW has expertise in the fields of software protection and
anti-piracy devices for information technology applications; and
WHEREAS, XX XXXXX provides technical and design services related to the
design, development, and manufacture of integrated circuits; and
WHEREAS, RAINBOW wishes to engage the technical and design service
capabilities of XX XXXXX to obtain the design, development and production of an
integrated circuit hereinafter referred to as the "ProM/C" or "RAINBOW ASIC";
and
WHEREAS, the ProM/C integrated circuit will be designed using XX
XXXXX'x ALP1MVEE CMOS process;
Now, THEREFORE, the PARTIES agree as follows:
DEFINITIONS
"ATE" shall mean automatic test equipment.
"DESIGN DATABASE" shall include the net list, GDSII tape, maskworks,
and ATE program prepared under the DEVELOPMENT PROJECT, but shall
exclude any patent, copyrights, or trade secrets related to XX XXXXX'x
cells or subcells.
"DEVELOPMENT PROJECT" shall mean the work performed under this
AGREEMENT in preparation to manufacture the ASIC. (See APPENDIX A).
"DEVELOPMENT WORK" shall mean the work performed by XX XXXXX for the
DEVELOPMENT PROJECT.
"k", if located immediately after any number, shall denote one thousand
(1000). (E.g., $60k shall mean $60,000 and 100k shall mean 100,000).
"NRE" shall mean any non-recurring engineering expense.
"PHASE" shall mean any phase of the DEVELOPMENT PROJECT.
"PROPRIETARY INFORMATION" shall mean all information delivered under
this AGREEMENT and marked confidential (as set forth in section 3.01)
that is not PUBLIC INFORMATION.
"PUBLIC INFORMATION" shall include: (a) published data sheets; (b)
published specifications; (c) published technical writings; and (d)
information in the public domain.
"INTELLECTUAL PROPERTY" shall include: (a) inventions and improvements
conceived, as those terms are used before the United States Patent
Office; (b) patents; (c) mask works; (d) copyrights; and (e) trade
secrets.
"RAINBOW ASIC" shall mean the PROM/C, which is identified by RAINBOW as
part number 105562.
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1.0 DEVELOPMENT
1.01 DEVELOPMENT PROJECT
A description of each PHASE of the DEVELOPMENT PROJECT is attached as
APPENDIX A. XX XXXXX will use its reasonable best efforts to complete
the DEVELOPMENT WORK in accordance with the schedule set forth in
APPENDIX A.
1.02 SPECIFICATIONS
RAINBOW will furnish XX XXXXX with the desired specifications for the
RAINBOW ASIC. XX XXXXX will review the submitted specifications and
request any modifications it deems appropriate. The PARTIES will agree
to the final specifications for the RAINBOW ASIC and attach these
specifications as APPENDIX B.
1.03 RAINBOW'S RESPONSIBILITIES
RAINBOW shall provide XX XXXXX the following information with respect
to the RAINBOW ASIC:
A. specifications including but not limited to APPENDIX B;
B. schematic files of the ProM circuit; and
C. supply testing information required for XX XXXXX to create the
functional tests and electrical parametric tests (that is,
test programs) for production ATE.
1.04 XX XXXXX'X RESPONSIBILITIES
XX XXXXX shall perform responsibilities in accordance with APPENDIX A.
RAINBOW shall signify acceptance of completion of each PHASE by
providing XX XXXXX a signed copy of APPENDIX A at the appropriate PHASE
transaction date. RAINBOW shall indicate an unsatisfactory PHASE
completion by a description of the non-conformity. Specifically, XX
XXXXX shall, in addition to other obligations under this AGREEMENT:
A. provide access to design notebook(s) which contain all
simulations, Device sizes, schematics or design models, etc.,
in XX Xxxxx'x offices and shall supply simulation results;
B. supply to the mutually designated escrow company Calma GDSII
compatible data base tape and a complete data base for the
RAINBOW ASIC when completed by XX XXXXX (electronic version of
1.04, A.);
C. characterize, to the Specification, a five piece sample of the
RAINBOW ASIC (in accordance with standard practice) and
provide RAINBOW the findings resulting from the analysis of
first silicon;
D. thoroughly analyze (in accordance with standard practice) the
RAINBOW characterization report and data resulting from
RAINBOW's analysis of first silicon;
E. upon completion of the analysis in C. and D. and after
receiving information concerning design errors (if any) from
RAINBOW, make any mutually agreed upon design corrections as
outlined in sections 2.01 and 2.02;
F. generate Test Programs for the production ATE; and
G. manage the production and deliveries of any RAINBOW ASIC.
H. provide deliverables in a timely manner as set forth in
APPENDIX A.
I. provide a written report describing the results from
production qualification of the RAINBOW ASIC.
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1.05 ADDITIONAL XX XXXXX RESPONSIBILITIES
XX XXXXX shall provide technical, engineering and developmental
services resulting in the delivery of ten, (10), prototypes of the
RAINBOW ASIC properly tested and packaged. (the "Tested Prototypes").
RAINBOW will have thirty (30) days to accept or reject the Tested
Prototypes. If RAINBOW accepts, then RAINBOW's notice of acceptance
will be in the form attached as APPENDIX C. If a written notice of
rejection is not received by XX XXXXX within thirty (30) days of
shipment of the Tested Prototypes, the Tested Prototypes will be deemed
to have been accepted by RAINBOW.
XX XXXXX will deliver additional prototypes of the RAINBOW ASIC at
$____ per unit within 4 weeks after RAINBOW places a purchase order for
such prototypes. The quantities of the prototypes will not exceed 200
pieces. If for any reason, including but not limited to wafer yield or
wafer foundry capacity restraints, XX XXXXX cannot deliver the
additional prototypes of the RAINBOW ASIC within the 4 week schedule,
then XX XXXXX will immediately notify RAINBOW of any new quantities and
delivery schedule.
1.06 DEVELOPMENT CHARGE AND PAYMENT SCHEDULE
In full payment for the design, development and layout work to be
performed for the DEVELOPMENT PROJECT, XX XXXXX shall be paid a NRE
charge for the RAINBOW ASIC.
Non Recurring Engineering expense payments are due and payable upon the
acceptance by RAINBOW of each PHASE as described in section 1.04, and
the milestone schedule shown in APPENDIX A.
1.07 CHANGES
A. In the event RAINBOW desires to change the Specifications for
the DEVELOPMENT PROJECT, a request for change will be
submitted in writing to XX XXXXX, and XX XXXXX will estimate
the additional time and development costs necessary to
implement any requested change. RAINBOW must approve of the
additional cost and development time.
B. Upon receipt of RAINBOW's written approval, implementation of
the change will proceed and any additional cost will be paid
by RAINBOW. The Specifications will be amended to reflect any
change, and the DEVELOPMENT PROJECT will be modified as
necessary.
C. In order to facilitate proper financial control, XX XXXXX has
provided the above fixed price quotation based on detailed
estimates of XX XXXXX'x efforts to complete this project. It
is anticipated that RAINBOW may require additional services
during or after completion of the DEVELOPMENT PROJECT, which
may affect cost or schedule. If RAINBOW (or its contract
manufacturer) requests any assistance from XX XXXXX, then XX
XXXXX will use its reasonable best efforts to provide such
additional services and charges will be billed based on the
actual time expended by each individual assigned to the
project. Additional charges are payable on Net 30 day terms.
XX XXXXX'x current billing rate for senior engineers is
______________________________ ($__________) per hour.
D. XX XXXXX will xxxx RAINBOW for actual expenses of out of town
travel requested or previously approved by RAINBOW. All travel
expenses shall be paid by RAINBOW on thirty (30) day net
terms, from the date of invoice. Travel will be at coach or
standard room rates, unless these accommodations are not
available within the time constraints, in which case the next
available higher level of travel or accommodations will be
used.
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2.0 WARRANTY, REMEDIES
2.01 WARRANTY OF DESIGN INTEGRITY
XX XXXXX warrants that all or part of the RAINBOW ASIC designs and
other material delivered by XX XXXXX to RAINBOW under this AGREEMENT
meeting the Rainbow ASIC specification (hereinafter, "WARRANTED
INFORMATION") shall be free of design rule defects and layout defects;
will be logically correct, and will be consistent with acceptable
engineering practices.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NO WARRANTIES, EXPRESSED
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, EXIST WITH RESPECT TO ANY PRODUCTS OR SERVICES PURCHASED UNDER
THIS AGREEMENT AND THEREFORE ALL SUCH WARRANTIES ARE EXPRESSLY
EXCLUDED.
2.02 REMEDY
In the event RAINBOW rejects WARRANTED INFORMATION, XX XXXXX shall, at
XX XXXXX'x expense, promptly correct any defects which RAINBOW has
identified.
2.03 WARRANTY OF RAINBOW ASIC PERFORMANCE
XX XXXXX hereby warrants that any RAINBOW ASIC delivered in the
production PHASE will perform according to the electrical requirements
defined by the Specifications and the functional requirements defined
by the RAINBOW-approved production test program for a period of twelve
(12) months following the delivery thereof (the "WARRANTY PERIOD").
Notwithstanding the foregoing, XX XXXXX does not warrant failure in the
RAINBOW ASIC due to storage or handling by RAINBOW, its subcontractors
or agents which does not conform to the industry standards set forth
for storage and handling.
2.04 REMEDY OF RAINBOW ASIC PERFORMANCE
During the WARRANTY PERIOD, XX XXXXX will repair or replace any defect
in any RAINBOW ASIC which fails to perform in accordance with the
RAINBOW-approved production test program. XX XXXXX will perform its
warranty obligations within one hundred (120) days after RAINBOW
notifies XX XXXXX of any defect in any RAINBOW ASIC.
2.05 WARRANTY OF TITLE, INDEMNIFICATION
XX XXXXX, at its own expense, will indemnify, hold RAINBOW harmless and
defend any action brought against RAINBOW to the extent that it is
based on a claim that any XX XXXXX designed circuit blocks, cells or
other design details used by XX Xxxxx in the Rainbow ASIC infringes any
United States (or former COCOM member country) patent, copyright, trade
secret, or other proprietary right, provided that XX XXXXX is
immediately notified in writing of such claim. XX XXXXX shall have the
right to control the defense of all such claims, lawsuits, and other
proceedings. In no event shall RAINBOW settle any such claim, lawsuit
or proceeding without XX XXXXX'x prior written approval.
RAINBOW, at its own expense, will indemnify, hold XX XXXXX harmless and
defend any action brought against XX XXXXX to the extent that it is
based on a claim that RAINBOW property and/or RAINBOW designed material
infringes any United States (or former COCOM member country) patent,
copyright, trade secret, or other proprietary right, provided that
RAINBOW is immediately notified in writing of such claim. RAINBOW shall
have the right to control the defense of all such claims, lawsuits and
other proceedings. In no event shall XX XXXXX settle any such claim,
lawsuit, or proceeding without RAINBOW's prior written approval.
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3.0 INTELLECTUAL PROPERTY MATTERS
3.01 PROPRIETARY INFORMATION
Any PROPRIETARY INFORMATION to be transferred by one PARTY to the other
PARTY under this AGREEMENT shall be marked "confidential",
"proprietary" or by words of similar import. If any PROPRIETARY
INFORMATION is disclosed in an oral manner, the disclosing PARTY will
inform the other PARTY at the time of disclosure of such information's
proprietary nature, and confirm the same in writing to the receiving
PARTY within thirty (30) days. The PARTIES agree to hold PROPRIETARY
INFORMATION in confidence and to exert the same effort to prevent
disclosure thereof as it would regarding its own proprietary
information but in no less than a reasonable degree of care. The
PARTIES agree to not disclose any PROPRIETARY INFORMATION without
written authority. The obligations of this paragraph shall terminate
with respect to any portion of the received PROPRIETARY INFORMATION:
(a) known prior to receipt; (b) becoming known through no act or
failure to act by either PARTY; or (c) furnished to third parties
without restriction on disclosure; or (d) independently developed by
the PARTY receiving the PROPRIETARY INFORMATION.
3.02 OWNERSHIP OF INTELLECTUAL PROPERTY
All INTELLECTUAL PROPERTY first conceived, discovered, developed, or
acquired by one PARTY (alone or jointly with another party) outside the
scope of the DEVELOPMENT PROJECT shall remain the sole and exclusive
property of such PARTY.
Except for the RAINBOW ASIC net list, any INTELLECTUAL PROPERTY first
conceived, discovered, developed, or acquired solely by XX XXXXX under
the DEVELOPMENT PROJECT shall be the exclusive property of XX XXXXX.
Any RAINBOW ASIC net list shall be owned solely by RAINBOW.
INTELLECTUAL PROPERTY first conceived, discovered, developed, or
acquired solely by RAINBOW under the DEVELOPMENT PROJECT shall be the
exclusive property of RAINBOW.
INTELLECTUAL PROPERTY first conceived, discovered, developed, or
acquired jointly, as those terms are used before the United States
Patent Office, by both PARTIES under the DEVELOPMENT PROJECT shall be
jointly owned by both PARTIES. Each PARTY shall have the right to
exploit and licenses JOINT INTELLECTUAL PROPERTY without accounting to
the other PARTY.
In furtherance of the foregoing: (a) except for those licenses granted
under section 3.03, no patent or software licenses of any kind are
granted or implied under this AGREEMENT; and (b) no RAINBOW ASIC unit
shall be transferred or sold to any third party without RAINBOW's
signed and written permission.
3.03 LICENSE GRANT
Upon full payment of all development charges, RAINBOW will be granted a
fully paid, perpetual, non-exclusive, license to:
A. use the XX XXXXX DESIGN DATABASE (put into escrow according to
1.04.B.) to have RAINBOW ASIC units produced for the benefit
of RAINBOW by a third party vendor in the event that XX XXXXX:
(i) breaches this AGREEMENT; (ii) is unwilling or unable to
produce and deliver an order of RAINBOW ASIC units ordered by
RAINBOW within a default period of 60 days of scheduled
deliveries; or (iii) upon the occurrence of an event described
in section 12.0; and
B. use and include the RAINBOW ASIC designed and manufactured
under this AGREEMENT in any current or future RAINBOW
products.
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4.0 PRODUCTION
4.01 PRODUCTION QUANTITIES
RAINBOW agrees to provide XX XXXXX with schedules detailing requested
deliveries of the RAINBOW ASIC units one hundred twenty (120) days in
advance. RAINBOW's order will be acknowledged with detailed quantity
and delivery schedules. Terms and conditions of production deliveries
shall be defined by the purchase agreements. The production pricing is
shown below in section 4.02. Notwithstanding the detailed delivery
schedule, XX XXXXX agrees that RAINBOW has the right to extend the date
of delivery of RAINBOW ASIC units scheduled to occur more than 90 days
from the date RAINBOW informs XX XXXXX of the extended date.
4.02 PRODUCTION PRICING
Both PARTIES agree to the pricing described below:
The unit price for the RAINBOW ASIC units are as follows:
PACKAGED UNIT PRICE
20 pin 173 milTSSOP 20 pin Plastic DIP
o first 10k units $____ per unit $____
o up to 100k units per year $____ per unit $____
o up to 200k units per year $____ per unit $____
o up to 400k units per year $____ per unit $____
TESTED, SAWN DIE ON STICKY TAPE ADDED COST FOR GOLD BUMPING
o up to 200k die per year $____ per unit
o up to 400k die per year $____ per unit
o up to 800k die per year $____ per unit
o over 800k die per year $____ per unit $___
5.0 PERFORMANCE TO SCHEDULE (PRODUCTION ORDERS)
5.01 CONSIDERATION FOR LATE DELIVERY ON EXPEDITED LOTS
RAINBOW shall be relieved of its obligation to pay an expedite fee if
the expedited lot is fourteen (14) days late based on the acknowledged
delivery date from (FOB factory) XX XXXXX.
5.02 SHIP AHEAD ALLOWANCE
RAINBOW grants XX XXXXX the right to ship product sixty (60) days ahead
of the original delivery date as specified on the acknowledged purchase
order.
5.03 YIELD FALLOUT/RECOVERY PLAN
XX XXXXX shall establish a buffer stock to fulfill the quantities
stated in an acknowledged purchase order from RAINBOW and based on an
annual rolling forecast updated monthly and XX XXXXX'x current cycle
time and yields.
6.0 PRODUCTION ORDER DESCRIPTIONS
6.01 PURCHASE ORDERS
RAINBOW purchase orders are uncancelable after written order
confirmation by XX XXXXX and will explicitly state RAINBOW part
numbers, XX XXXXX part numbers, and RAINBOW ASIC descriptions and form
of product delivery (i.e., packaged or die).
7.0 BUSINESS STRATEGY
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7.01 ESTABLISHING A SECOND MANUFACTURING LOCATION
XX XXXXX may, in its sole discretion, establish a second manufacturing
location for RAINBOW ASIC production provided that it notifies RAINBOW
in advance. RAINBOW will not be held accountable for the costs
associated with starting a second manufacturing location.
XX XXXXX will perform the necessary tasks to establish the
manufacturing capability at a second location if RAINBOW exercises this
option after delivery of one (1) million pieces of the RAINBOW ASIC and
by payment of __________________________ ($___________) to XX XXXXX.
The RAINBOW ASIC unit price shall not increase, regardless of where the
manufacturing takes place. Pricing shall be renegotiated if more
favorable cost structures are available at another site.
7.02 DISCONTINUANCE OF MANUFACTURING
If XX XXXXX decides to discontinue manufacturing the RAINBOW ASIC, XX
XXXXX must notify RAINBOW in writing at least twelve (12) months in
advance. XX XXXXX will allow RAINBOW a "last buy" purchase order to
cover the twelve (12) month period prior to the discontinue date.
Furthermore, XX XXXXX will provide reasonable assistance to transition
the manufacturing of the product to an alternate supplier.
8.0 DURATION AND TERMINATION
8.01 THIS AGREEMENT SHALL COME INTO EFFECT UPON SIGNATURE BY BOTH
PARTIES AND SHALL REMAIN IN FORCE UNTIL THE 31ST DAY OF
DECEMBER 2001. IT SHALL THEREAFTER IMPLICITLY BE RENEWED FOR
ADDITIONAL TERMS OF ONE YEAR PROVIDED (I) NEITHER PARTY IS
GIVING NOTICE TO THE OTHER IN WRITING AT LEAST THREE (3)
MONTHS IN ADVANCE AND (II) THE AGREEMENT IS NOT TERMINATED FOR
REASONS SET FORTH HEREINAFTER.
8.02 If either PARTY materially breaches this AGREEMENT, the other
PARTY may, upon thirty (30) days written notice of such breach
or default, cancel its remaining obligations under this
AGREEMENT. In no event shall XX XXXXX be liable for delay in
the rendering of services under this AGREEMENT due to causes
beyond its reasonable control, including by way of
illustration, but not limited to, acts of God, acts of civil
or military authority, fire, or inability's due to causes
beyond XX XXXXX'x reasonable control to obtain necessary
labor, materials, facilities, or services. In the event of
such a delay, the dates of performance under this AGREEMENT
shall be deferred for a period equal to the time lost by
reason of the delay. Notwithstanding such event or delay,
RAINBOW may, if so desires, exercise its rights under section
8.01. In the event that this AGREEMENT is terminated, each
PARTY shall return all PROPRIETARY INFORMATION and works in
progress received from the other PARTY.
8.03 TERMINATION FOR CONVENIENCE OR FOR DEFAULT
RAINBOW shall have the right, upon giving thirty (30) days written
notice, to terminate the DEVELOPMENT PROJECT at any time. In the event
of such termination, RAINBOW's total liability to XX XXXXX shall be
payment for the then current accumulated charges, including charges
that were to be amortized and were expended.
XX XXXXX shall have the right, upon giving thirty (30) days written
notice, to terminate the Development project. If this AGREEMENT is
terminated by XX XXXXX, then XX XXXXX will return to RAINBOW any and
all development charges that have already been paid at the time of
termination with the exception of _____________________ ($________) US
Dollars for the work up to Specification Sign-off. In such instance,
XX XXXXX will have no further liability.
This AGREEMENT will terminate in case of the termination of the
DEVELOPMENT PROJECT. Section 3.0, however, will survive the termination
of this AGREEMENT for three (3) years.
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9.0 INTEGRATION
This AGREEMENT constitutes the entire agreement between the PARTIES relating to
the subject matter contained within this AGREEMENT. This AGREEMENT supersedes
and repeals all previous negotiations or understanding between the PARTIES
relating to this subject matter.
10.0 MISCELLANEOUS
10.01 MODIFICATION
This AGREEMENT may not be modified, altered, changed or amended in any
respect unless done so in writing and signed by both PARTIES.
10.02 ASSIGNMENT OF AGREEMENT
XX XXXXX may only assign this AGREEMENT or any portion hereof to an
affiliate of XX XXXXX with prior written authorization from RAINBOW.
In the event that XX XXXXX is unable to perform all or part of this
AGREEMENT, XX XXXXX may only transfer its obligations with the
RAINBOW's prior written authorization.
10.03 SUBCONTRACTING
If XX XXXXX assigns or subcontracts its obligations, XX XXXXX will
remain liable for the performance of this AGREEMENT. If XX XXXXX enters
any separate agreement with a subcontractor, such agreement shall: (a)
acknowledge that any INTELLECTUAL PROPERTY in any RAINBOW ASIC is owned
as set forth in section 3.0 of this AGREEMENT; and (b) protect
PROPRIETARY INFORMATION as set forth in section 3.01.
10.04 ACCESS TO PEOPLE AND INFORMATION
RAINBOW reserves the right to have technical or quality personnel
witness the development and manufacturing processes, and to perform any
necessary verification audits to assure the quality of the deliverable
items. This includes, but is not limited to, access to quality and
wafer process data and personnel. RAINBOW shall provide adequate
advanced notice to XX XXXXX'x designated program manager who will
arrange the logistics for such meetings.
11.0 NOTICE
Any notices delivered under this AGREEMENT, shall be in writing and addressed as
follows:
EM Microelectronic - Xxxxx XX Rainbow Technologies
Rue des Sors 3, CH-2074. 00 Xxxxxxxxxx Xx.
Xxxxx / Xxxxxxxxxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx, Sales Director Attn: Xxxxxxx Xxxxxxx, Hdwr Eng
Director
12.0 BANKRUPTCY
Notwithstanding the provisions of section 4.0, if either PARTY files a petition
in bankruptcy or is adjudicated a bankrupt, or commits an act of bankruptcy, or
if a petition in bankruptcy is filed against it, or if it makes an arrangement
pursuant to any bankruptcy or insolvency law, or if it discontinues its
business, or if a receiver is appointed for it or its business, then the other
PARTY shall, without further notice, have the immediate right to terminate this
AGREEMENT and enter upon the other PARTY's premises to repossess and remove (i)
any works in progress in connection with this AGREEMENT and (ii) any Proprietary
Property. In the event that XX XXXXX files a petition, XX XXXXX will return any
of the RAINBOW ASIC designs that are RAINBOW property.
13.0 FURTHER ACTIONS
At any time and from time to time, each PARTY agrees, without further
consideration, to take such actions and to execute and deliver such documents as
the other PARTY may reasonably request as necessary to effectuate the purposes
of this AGREEMENT.
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14.0 GOVERNING LAW
THIS AGREEMENT AND ITS PERFORMANCE SHALL BE GOVERNED BY, SUBJECT TO, AND
CONSTRUED IN ACCORDANCE WITH SWISS LAW. Any and all disputes arising in
connection with the execution or interpretation of this Agreement or breach
thereof which cannot be settled amicably shall be finally settled by
arbitration, which shall take place in London and be carried out by the
International Chamber of Commerce, in accordance with the ICC Rules of
Conciliation and Arbitration, which are in force at the relevant time. The
language to be used in such arbitration proceedings shall be English.
15.0 GENERAL LIMITATIONS OF LIABILITY
In no event, whether as a result of breach of this AGREEMENT or otherwise, shall
either PARTY be liable to the other for loss of profit or revenue, loss of
goodwill, claims of customers, or special, consequential or punitive damages of
any nature.
16.0 EXPORT CONTROL
Both PARTIES shall adhere to all applicable laws, regulations and rules relating
to the export of technical data to any proscribed country listed in such
applicable laws, regulations and rules of the United States. The obligations
under this section 16.0 shall survive the termination or expiration of this
AGREEMENT.
17.0 SIGNATURE
IN WITNESS WHEREOF, the PARTIES have had this AGREEMENT executed by their
respective authorized officers on the date(s) written below with the intent that
they be legally and equitably bound by its terms. This AGREEMENT shall not be
enforceable until stamped and initialed below by XX XXXXX'x Intellectual
Property Group.
EM Microelectronic - Xxxxx XX
By: _____________________________
Title: ___________________________
__________________________________
RAINBOW TECHNOLOGIES, INC.
By: _____________________________
Date
