[EXHIBIT 10.4]
Final
Triple Play Communications (TPC) Corporation's
Design Services Agreement with PSI-TEC Corporation
(Phase 1)
This Design Services Agreement (the "Agreement") is made and
entered into on August 8th , 2006, by and between PSI-TEC
Corporation ("Client") and Triple Play Communications (TPC)
Corporation ("Provider") (collectively referred to as the
"Parties").
The Parties agree as follows:
1. SERVICES: Client shall engage Provider for the specific
project described in the Statement of Work, Exhibit A, attached
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hereto (the "Project"). Provider agrees to exercise the highest
degree of professionalism, and to utilize its expertise and
creative talents in completing such Project. In completing the
Project, Provider agrees to provide its own equipment, tools and
other materials at its own expense. Client will make its
facilities and equipment available to Provider when necessary.
Provider shall perform the services necessary to complete the
Project in a timely and professional manner consistent with
industry standards, and at a location, place and time which the
Provider deems appropriate. Provider may not subcontract or
otherwise delegate its obligations under this Agreement without
Client's prior written consent.
2. TIME OF COMPLETION: The Project shall commence on August 8th,
2006, and shall be completed on or before November 30, 2006
pursuant to the times described in the Statement of Work,
Exhibit A. Time is of the essence.
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3. COMPENSATION: For the Project, Client shall pay Provider a
total fee of $120,000. Payment shall be made as follows:
A. $25,000 to be paid on August 8th , 2006, initial payment
to commence the Project.
B. $45,000 to be paid on September 30, 2006, corresponding
to delivery of an acceptable preliminary market
opportunity assessment, Item #1 in Exhibit A.
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C. $50,000 to be paid on November 30, 2006, corresponding to
delivery and acceptance of Items #2 through #6 given in
Exhibit A.
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4. EXPENSES: No additional expenses are anticipated in the
fulfillment of the Statement of Work, Exhibit A; however,
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should any unforeseen expense issues arise, Provider must
supply a written request for a defined amount of anticipated
incremental expenditure to, and receive written authorization
from, Client prior to incurring any said expense.
5. INDEPENDENT CONTRACTOR. Provider's relationship with Client
will be that of an independent contractor and nothing in this
Agreement should be construed to create a partnership, joint
venture, or employer-employee relationship. Provider is not
the agent of Client and is not authorized to make any
representation, contract, or commitment on behalf of Client.
Provider will not be entitled to any of the benefits which
Client may make available to its employees, such as group
insurance, profit-sharing or retirement benefits. Provider
will be solely responsible for all tax returns and payments
required to be filed with or made to any federal, state or
local tax authority with respect to Provider's performance of
services and receipt of fees under this Agreement. Client will
regularly report amounts paid to Provider by filing Form 1099-
MISC with the Internal Revenue Service as required by law:
Because Provider is an independent contractor, Client will not
withhold or make payments for social security; make
unemployment insurance or disability insurance contributions;
or obtain worker's compensation insurance on Provider's
behalf. Provider agrees to accept exclusive liability for
complying with all applicable state and federal laws governing
independent contractors, including obligations such as payment
of taxes, social security, disability and other contributions
based on fees paid to Provider, its agents or employees under
this Agreement. Provider hereby agrees to indemnify and defend
Client against any and all such taxes or contributions,
including penalties and interest.
6. TRADE SECRETS-INTELLECTUAL PROPERTY RIGHTS.
6.1. Proprietary Information. Provider agrees during the term
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of this Agreement and thereafter that it will take all steps
reasonably necessary to hold Client's Proprietary Information
(as defined below) in trust and confidence, will not use
Proprietary Information in any manner or for any purpose not
expressly set forth in this Agreement, and will not disclose
any such Proprietary Information to any third party without
first obtaining Client's express written consent on a case-by-
case basis. The Client and Provider will mutually agree to a
specific level of Proprietary Information which can be
disclosed during Provider discussions with third parties
regarding market assessments and component or module designs.
By way of illustration but not limitation "Proprietary
Information" includes (a) trade secrets, inventions, mask
works, ideas, processes, formulas, source and object codes,
data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as
"Inventions"); and (b) information regarding plans for
research, development, new products, marketing and selling,
business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c)
information regarding the skills and compensation of other
employees of Client. Notwithstanding the other provisions of
this Agreement, nothing received by Provider will be
considered to be Client Proprietary Information if (1) it has
been published or is otherwise readily available to the public
other than by a breach of this Agreement; (2) it has been
rightfully received by Provider from a third party without
confidential limitations; (3) it has been independently
developed for Provider by personnel or agents having no access
to the Client Proprietary Information; or (4) it was known to
Provider prior to its first receipt from Client.
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6.2. Third Party Information. Provider understands that Client
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has received and will in the future receive from third parties
confidential or proprietary information ("Third Party
Information") subject to a duty on Client's part to maintain
the confidentiality of such information and use it only for
certain limited purposes. Provider agrees to hold Third Party
Information on confidence and not to disclose to anyone (other
than Client personnel who need to know such information in
connection with their work for Client) or to use, except in
connection with Provider's work for Client, Third Party
Information unless expressly authorized in writing by an
officer of Client.
6.3. No Conflict of Interest. Provider agrees during the term
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of this Agreement not to accept work or enter into a contract
or accept an obligation, inconsistent or incompatible with
Provider's obligations under this Agreement or the scope of
services rendered for Client. Provider warrants that to the
best of its knowledge, there is no other existing contract or
duty on Provider's part inconsistent with this Agreement,
unless a copy of such contract or a description of such duty
is attached to this Agreement as Exhibit B. Provider further
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agrees not to disclose to Client, or bring onto Client's
premises, or induce Client to use any confidential information
that belongs to anyone other than Client or Provider.
6.4. Disclosure of Work Product. As used in this Agreement,
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the term "Work Product" means any Invention, whether or not
patentable, and all related know-how, designs, mask works,
trademarks, formulae, processes, manufacturing techniques,
trade secrets, ideas, artwork, software or other copyrightable
or patentable works, information regarding plans for research,
development, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses,
prices and costs, suppliers and customers. Provider agrees to
disclose in writing to Client, or any person designated by
Client, all resulting Work Product as described in the
deliverables of Exhibit A ("Client Work Product"). Provider
represents that any Work Product relating to Client's business
or any Project which Provider has made, conceived or reduced
to practice at the time of signing this Agreement ("Prior Work
Product") has been disclosed in writing to Client and attached
to this Agreement as Exhibit C. Due to the highly technical
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nature of these tasks, it is anticipated that the Provider may
not predict exactly all Prior Work Product necessary to
complete all tasks for the Client, in which case, the Provider
may update Exhibit C as necessary subsequent to signing this
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Agreement; which updates shall require Client's written
approval, which shall not be unreasonably withheld by Client.
If disclosure of any such Prior Work Product would cause
Provider to violate any prior confidentiality agreement,
Provider understands that it is not to list such Prior Work
Product in Exhibit C but it will disclose a cursory name for
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each such invention, a listing of the party(ies) to whom it
belongs, and the fact that full disclosure as to such Prior
Work Product has not been made for that reason. A space is
provided in Exhibit C for such purpose.
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6.5. Ownership of Work Product. Provider shall specifically
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describe and identify in Exhibit C all technology which (a)
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Provider intends to use in performing under this Agreement,
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(b) is either owned solely by Provider or licensed to Provider
with a right to sublicense and (c) is in existence in the form
of a writing or working prototype prior to the Effective Date
("Background Technology"). Due to the highly technical nature
of these tasks, it is anticipated that the Provider may not
predict exactly all Background Technology necessary to
complete all tasks for the Client, in which case, the Provider
may update Exhibit C as necessary after signing this
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Agreement; which updates shall require Client's written
approval, which shall not be unreasonably withheld by Client.
Provider agrees that any and all Inventions conceived,
written, created or first reduced to practice in the
performance of work under this Agreement shall be the sole and
exclusive property of Client.
6.6. Assignment of Client Work Product. Except for Provider's
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rights as described in Exhibit C, Provider irrevocably assigns
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to Client all right, title and interest worldwide in and to
the Client Work Product and all applicable intellectual
property rights related to the Client Work Product, including
without limitation, copyrights, trademarks, trade secrets,
patents, moral rights, contract and licensing rights (the
"Proprietary Rights"). Except as set forth below, Provider
retains no rights to use the Client Work Product and agrees
not to challenge the validity of Client's ownership in the
Client Work Product unless Provider receives written
permission from the Client. Provider hereby grants to Client a
non-exclusive, royalty-free, irrevocable and world-wide right,
with rights to sublicense through multiple tiers of
sublicensees, to reproduce, make derivative works of, publicly
perform, and publicly display in any form or medium, whether
now known or later developed, distribute, make, use and sell
Background Technology and any Prior Work Product incorporated
or used in the Client Work Product for the purpose of
developing and marketing Client products, but not for the
purpose of marketing Background Technology or Prior Work
Products separate from Client products. Provider retains the
right to use the raw marketing data portion of the Client Work
Product for other Provider projects that are unrelated to this
Agreement and that are non-competitive to the Client's
business.
6.7. Waiver or Assignment of Other Rights. If Provider has any
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rights to the Client Work Product that cannot be assigned to
Client, Provider unconditionally and irrevocably waives the
enforcement of such rights, and all claims and causes of
action of any kind against Client with respect to such rights,
and agrees, at Client's request and expense, to consent to and
join in any action to enforce such rights. If Provider has any
right to the Client Work Product that cannot be assigned to
Client or waived by Provider, Provider unconditionally and
irrevocably grants to Client during the term of such rights,
an exclusive, irrevocable, perpetual, worldwide, fully paid
and royalty-free license, with rights to sublicense through
multiple levels of sublicensees, to reproduce, create
derivative works of, distribute, publicly perform and publicly
display by all means now known or later developed, such
rights.
6.8. Assistance. Provider agrees to cooperate with Client or
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its designee(s), both during and after the term of this
Agreement, in the procurement and maintenance of Client's
rights in Client Work Product and to execute, when requested,
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any other documents deemed necessary by Client to carry out
the purpose of this Agreement. Provider agrees to execute upon
Client's request a signed transfer of copyright to Client in
the form attached to this Agreement as Exhibit D for all
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Client Work Product subject to copyright protection,
including, without limitation, computer programs, notes,
sketches, drawings and reports.
6.9. Enforcement of Proprietary Rights. Provider will assist
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Client in every proper way to obtain, and from time to time
enforce, United States and foreign Proprietary Rights relating
to Client Work Product in any and all countries. To that end
Provider will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness)
as Client may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing
such Proprietary Rights and the assignment thereof. In
addition, Provider will execute, verify and deliver
assignments of such Proprietary Rights to Client or its
designee. Provider's obligation to assist Client with respect
to Proprietary Rights relating to such Client Work Product in
any and all countries shall continue beyond the termination of
this Agreement, but Client shall compensate Provider at a
reasonable rate after such termination for the time actually
spent by Provider at Client's request on such assistance.
6.10. Execution of Documents. In the event Client is unable
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for any reason, after reasonable effort, to secure Provider's
signature on any document needed in connection with the
actions specified in the preceding sections 6.8 and 6.9,
Provider hereby irrevocably designates and appoints Client and
its duly authorized officers and agents as its agent and
attorney in fact, which appointment is coupled with an
interest, to act for and in its behalf to execute, verify and
file any such documents and to do all other lawfully permitted
acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by Provider.
Provider hereby waives and quitclaims to Client any and all
claims, of any nature whatsoever, which Provider now or may
hereafter have for infringement of any Proprietary Rights
assigned hereunder to Client.
7. PROVIDER REPRESENTATIONS AND WARRANTIES. Provider hereby
represents and warrants that (a) the Client Work Product will
be an original work of Provider and any third parties will
have executed assignment of rights reasonably acceptable to
Client; (b) neither the Client Work Product nor any element
thereof will infringe the Intellectual Property Rights of any
third party; (c) neither the Client Work Product nor any
element thereof will be subject to any restrictions or to any
mortgages, liens, pledges, security interests, encumbrances or
encroachments; (d) Provider will not grant, directly or
indirectly, any rights or interest whatsoever in the Client
Work Product to third parties; (e) Provider has full right and
power to enter into and perform this Agreement without the
consent of any third party; (f) Provider will take all
necessary precautions to prevent injury to any persons
(including employees of Client) or damage to property
(including Client's property) during the term of this
Agreement; (g) Provider agrees to abide by any and all rules,
policies and procedures as communicated to Provider by the
Client; (h) to the extent required by law, the Project shall
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be performed by individuals duly licensed and authorized by
law to work on the Project; and (h) should Client permit
Provider to use any of Client's equipment, tools, or
facilities during the term of this Agreement, such permission
shall be gratuitous and Provider shall be responsible for any
injury to any person (including death) or damage to property
(including Client's property) arising out of use of such
equipment, tools or facilities, whether or not such claim is
based upon its condition or on the alleged negligence of
Client in permitting its use.
8. INDEMNIFICATION. Provider will indemnify and hold harmless
Client, its officers, directors, employees, sublicensees,
customers and agents from any and all claims, losses,
liabilities, damages, expenses and costs (including attorneys'
fees and court costs) which result from a breach or alleged
breach of any representation or warranty of Provider (a "Claim")
set forth in Section 7 of this Agreement, provided that Client
gives Provider written notice of any such Claim and Provider has
the right to participate in the defense of any such Claim at its
expense. From the date of written notice from Client to Provider
of any such Claim, Client shall have the right to withhold from
any payments due Provider under this Agreement the amount of any
defense costs, plus additional reasonable amounts as security for
Provider's obligations under this Section 8.
Provider, at its sole cost and expense, shall maintain
appropriate commercial liability insurance. A Certificate of
Insurance indicating such coverage shall be delivered to
Client upon request. The Certificate shall indicate that the
policy will not be changed or terminated without at least ten
(10) days' prior notice to Client, shall name Client as an
additional named insured and shall also indicate that the
insurer has waived its subrogation rights against Client.
9. GOVERNMENT OR THIRD PARTY CONTRACTS.
9.1 Government Contracts. In the event that Provider shall
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perform services under this Agreement in connection with any
Government contract in which Client may be the supplier, prime
contractor or subcontractor, Provider agrees to abide by all
laws, rules and regulations relating thereto. To the extent
that any such law, rule or regulation requires that a
provision or clause be included in this Agreement, Provider
agrees that such provision or clause shall be added to this
Agreement and the same shall then become a part of this
Agreement.
9.2 Security. In the event the services of the Provider
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should require Provider to have access to Department of
Defense classified material, or other classified material in
the possession of Client's facility, such material shall not
be removed from Client's facility. Provider agrees that all
work performed under this Agreement by Provider which involves
the use of classified material mentioned above shall be
performed in a secure fashion (consistent with applicable law
and regulations for the handling of classified material) and
only at Client's facility.
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9.3 Ownership. Provider also agrees to assign all of its
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right, title and interest in and to any Client Work Product to
a Third Party, including without limitation the United States,
as directed by Client.
10. TERMINATION.
10.1. Termination by Client. Client may terminate this
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Agreement at its convenience and without any breach by
Provider upon fifteen (15) days' prior written notice to
Provider. Client may also terminate this Agreement immediately
in its sole discretion upon Provider's material breach of
Section 6 and/or Section 10.3.
10.2. Termination by Provider. Provider may terminate this
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Agreement at any time that there is no uncompleted Project in
effect upon fifteen (15) days' prior written notice to Client.
10.3. Noninterference with Business. During and for a period
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of two (2) years immediately following termination of this
Agreement by either party, Provider agrees not to solicit or
induce any employee or independent contractor to terminate or
breach an employment, contractual or other relationship with
Client.
10.4. Return of Client Property. Upon termination of the
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Agreement, completion of this Agreement or earlier as
requested by Client, Provider will deliver to Client any and
all drawings, notes, memoranda, specifications, devices,
formulas, and documents, together with all copies thereof, and
any other material containing or disclosing any Client Work
Product, Third Party Information or Proprietary Information of
Client. Provider further agrees that any property situated on
Provider's premises and owned by Client, including disks and
other storage media, filing cabinets or other work areas, is
subject to inspection by Client personnel at any time upon
Client's 48 hours written notice to Provider.
11. GENERAL PROVISIONS.
11.1. Governing Law. This Agreement will be governed and
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construed in accordance with the laws of Delaware as applied
to transactions taking place wholly within Delaware between
Delaware residents. Provider hereby expressly consents to the
personal jurisdiction of the state and federal courts located
in New Castle County, Delaware for any lawsuit filed there
against Provider by Client arising from or related to this
Agreement.
11.2. Severability. In case any one or more of the provisions
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contained in this Agreement shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect
the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. If
moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it
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shall be construed by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law
as it shall then appear.
11.3. No Assignment. This Agreement may not be assigned by
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Provider without Client's consent, and any such attempted
assignment shall be void and of no effect.
11.4. Notices. All notices, requests and other communications
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under this Agreement must be in writing, and must be mailed by
registered or certified mail, postage prepaid and return
receipt requested, or delivered by hand to the party to whom
such notice is required or permitted to be given. If mailed,
any such notice will be considered to have been given five (5)
business days after it was mailed, as evidenced by the
postmark. If delivered by hand, any such notice will be
considered to have been given when received by the party to
whom notice is given, as evidenced by written and dated
receipt of the receiving party, the mailing address for notice
to either party is as follows:
Client: Provider:
PSI-TEC Corporation TPC Corporation
Xxx Xxxxxx - Interim CEO Xxxxx Xxxxxx - President
0000 Xxxxxx Xxxxx, Xxxxx 00 PO Box 121287
Wilmington, DE 00000 Xxxx Xxxxxxxxx, XX 00000-0000
Either party may change its mailing address by notice as
provided by this section.
11.5. Legal Fees. If any dispute arises between the parties
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with respect to the matters covered by this Agreement which
leads to a proceeding to resolve such dispute, the prevailing
party in such proceeding shall be entitled to receive its
reasonable attorneys' fees, expert witness fees and out-of-
pocket costs incurred in connection with such proceeding, in
addition to any other relief it may be awarded.
11.6. Injunctive Relief. A breach of any of the promises or
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agreements contained in this Agreement may result in
irreparable and continuing damage to Client for which there
may be no adequate remedy at law, and Client is therefore
entitled to seek injunctive relief as well as such other and
further relief as may be appropriate.
11.7. Survival. The following provisions shall survive
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termination of this Agreement: Section 6, Section 7, Section 8
and Section 10.3.
11.8. Export. Provider agrees not to export, directly or
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indirectly, any U.S. source technical data acquired from
Client or any products utilizing such data to countries
outside the United States, which export may be in violation of
the United States export laws or regulations.
11.9. Waiver. No waiver by Client of any breach of this
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Agreement shall be a waiver of any preceding or succeeding
breach. No waiver by Client of any right under this Agreement
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shall be construed as a waiver of any other right. Client
shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.
11.10 Binding Effect. The covenants and conditions contained
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in this Agreement shall apply to and bind the Parties and
the heirs, legal representatives, successors and permitted
assigns of the Parties.
11.11 Cumulative Rights. The Parties' rights under this
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Agreement are cumulative, and shall not be construed as
exclusive of each other unless otherwise required by law.
11.12. Entire Agreement. This Agreement is the final, complete
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and exclusive agreement of the parties with respect to the
subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to
this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by
the party to be charged.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed the day and year first written above.
CLIENT: PROVIDER:
By:_______________________ By:___________________________
Xxx Xxxxxx, Interim CEO Xxxxx Xxxxxx, President
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EXHIBIT A
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Attached Statement of Work (SOW) in MS Excel format
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Date
Complete
Prioritized (No Later
Item # Description Than)
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Deliverable: Initial market opportunity assessment for 40G
polymer modulator for commercial applications and higher speed
(100GHz+) for military/aerospace applications (PowerPoint
document)
Perform initial market opportunity assessment for 40G
(commercial) & 100G+ (military/aerospace) modulators and system
applications. This opportunity assessment will include
discussions with 15 to 20 market leaders (identified by initials, Template:
position, and company) and includes: 8/15/06
- key technical and market trends at 40G (commercial) & 100G+
(military/aerospace) applications Preliminary
1 - special emphasis on modulator technology options together with Version:
the technical and cost discriminators required in these markets 9/05/2006
- estimate of total available market (TAM) through 2011 for
modulators and, if possible, systems Final
- competitive offerings and current market share (Modulator Version:
vendors include: JDSU, Covega, Avanex, Sumitomo, Fujitsu, etc.; 9/15/06
Systems vendors include: Mintera, StrataLight, Cisco, Juniper,
Siemens, etc)
- anticipated modulator component pricing, estimate cost targets
to enable large market share
- summary revenue and gross margin potential through 2011
- SWOT analysis
- risks and mitigation plan
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Deliverable: Summary of options and trades for several modulator
packaging solutions (PowerPoint document)
Explore 40G modulator packaging options, both discrete and
integrated with a driver and/or low cost DFB. Provide options
2 and trades for several available solutions while meeting all 30-Sep-06
technical requirements. (May have to subcontract
mechanical/packaging engineering assistance, need to discuss
details before quoting cost for this effort during first 3
months, may have to complete as follow-on task)
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Deliverable: Target specification for 40G modulator based on
various packaging options (Word document)
Generate target specification for a 40G modulator component based
3 on recommended packaging options. This specification includes 15-Oct-06
requirements from the packaging options evaluation as well as:
- optical, electrical, mechanical, qualification, and cost
requirements
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Deliverable: Initial market opportunity assessment for 40G 300-
pin MSA transponder (PowerPoint document)
Perform initial market opportunity assessment for 40G 300-pin MSA
transponder. This opportunity assessment will include
discussions with 10 to 15 market leaders (identified by initials,
position, and company) and includes:
- key technical and market trends for 300-pin modules at 40G
4 - discussion on potential timing for 40G in pluggable form 30-Oct-06
factor
- key 300-pin technical and cost discriminators required in the
market
- potential customer feedback on required reach at 40G (largest
volume potential)
- overview of total available market (TAM) through 2011
- anticipated module pricing, estimate cost target to achieve
large market share
- competitive offerings and current market share (40G
transponder vendors include: CoreOptics, Intel, Kodeos, JDSU,
etc.)
- summary revenue and gross margin potential through 2011
- SWOT analysis
- risks and mitigation plan
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Deliverable: Summary of options and trades for a 40G 300-pin MSA
transponder (PowerPoint document)
Perform a module trade evaluation matrix for a 40G 300-pin MSA
transponder module, include the following specific items:
5 - desired type of FEC 15-Nov-06
- desired type of EDC and/or ODC
- recommendation modulation type(s)
- recommendation of DSP versus microcontroller
- recommendation on SERDES component
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Deliverable: Target specification for a 40G 300-pin MSA
transponder module
(Word document)
6 Generate target specification for a 40G 300-pin MSA transponder 30-Nov-06
module. This specification includes requirements for the
following:
- optical, electrical, mechanical, qualification, and cost
requirements
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Perform conceptual/preliminary design for a 40G packaged polymer Follow-on
7 modulator. Include preliminary test plan for Alpha and Beta task,
modules and suggested design for evaluation card. next quarter
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Perform preliminary design for a 40G 300-pin MSA transponder Follow-on
8 module. Include preliminary test plan for Alpha and Beta modules task,
and suggested design for evaluation card. next quarter
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EXHIBIT B
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Conflict Of Interest Disclosure
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EXHIBIT C
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Prior Work Product Disclosure
1. Except as listed in Section 2 below, the following is a
complete list of all Prior Work Product that have been made or
conceived or first reduced to practice by Provider alone or
jointly with others prior to my engagement by Client:
[ ] No inventions or improvements.
[X] See below:
a. Software based control of optical transceiver and transponder circuits
b. Distributed processing control
c. Active modulation and power control formats and algorithms
d. Hardware and software algorithms for Thermo-electric cooler (TEC)
controls
e. Software based control performance monitoring and diagnostics
f. Active extinction ratio control
g. Low cost laser driver control
h. Optical receiver bias and control circuitry
i. Transmit and receive signal path electronics control and monitoring
j. Serdes interface circuitry
k. Optical transceiver and transponder packaging
[ ] Additional sheets attached.
2. Due to a prior confidentiality agreement, Provider cannot
complete the disclosure under Section 1 above with respect to
inventions or improvements generally listed below, the
proprietary rights and duty of confidentiality with respect to
which Provider owes to the following party(ies):
Invention or Improvement Party(ies) Relationship:
1. ___________________________
2. ___________________________
3. ___________________________
[ ] Additional sheets attached.
Background Technology Disclosure
The following is a list of all Background Technology which
Provider intends to use in performing under this Agreement:
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a. Market assessment survey forms and questions
b. Product specification and datasheet formats
c. Optical, electrical, and mechanical requirements for modules
and components necessary to meet Telecom and Datacom industry standards
d. Methods for revenue, TAM, and gross margin calculations
e. Forecast information gathered from various market research firms
f. Methods for performing trade studies and similar component analysis
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EXHIBIT D
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Assignment Of Copyright
For good and valuable consideration which has been received, the
undersigned sells, assigns and transfers to Client, a Delaware
corporation, and its successors and assigns, the copyright in and
to the following work, which was created by the following
indicated author(s):
Title:
Author(s):
Copyright Office Identification No. (if any):
and all of the right, title and interest of the undersigned,
vested and contingent, therein and thereto.
Executed _______________________[date].
Signature: ____________________________
Printed Name: ________________________
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