EXHIBIT 10.2
SOLUTION(S) & PRODUCT(S) DEVELOPMENT AGREEMENT
THIS AGREEMENT is made this ___ day of July, 2004 ("Effective
Date") by and between HALOCOM INC. A DELAWARE CORPORATION WITH ITS PRINCIPAL
PLACE OF BUSINESS AT 00000 XXXXXX XXXXX XXXX., XXXXX 000X, XXXXXXX, XXXXX 00000
(HaloCom), and iGate Inc., an Indiana corporation with its principal place of
business at 0000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 ("iGate").
WHEREAS, iGate has agreed to develop a Technical Solution and
Product Package, also known as "the Packages" of high-speed data transport over
power lines for both low voltage system, and medium voltage system respectfully;
and
WHEREAS, HaloCom intends to use the iGate Technical Solution and
Product Package of high-speed data transport over power lines in its business
operations, as defined herein;
NOW THEREFORE, in consideration of the mutual covenants and
conditions set forth below, the parties hereto agree as follows:
1. DEFINITIONS.
The following terms shall have the indicated meanings:
1.1. "AFFILIATE" of a party shall mean any person, partnership,
corporation or other business entity that, directly or indirectly,
owns or controls, is under common ownership or control with, or is
owned or controlled by such party, including any entity in which
such party owns more than twenty percent (20%) of the equity or
voting securities.
1.2. "CONFIDENTIAL INFORMATION" shall mean all ideas and information of
any kind which relate to the disclosing party's technology,
know-how, technical data, products, software, works of authorship,
assets, operations, contractual relationships, plans or any other
aspects of its business which are disclosed or made available by
either party hereto to the other pursuant to the provisions
hereof, and which are identified or marked as confidential or
proprietary by the disclosing party, or if disclosed orally, which
are reduced to a written listing or summary marked as confidential
or proprietary by the disclosing party within two (2) weeks of
such oral disclosure. Without limiting the generality of the
foregoing, HaloCom acknowledges that information relating to or
comprising the Licensed Products or the Documentation, or
disclosed to HaloCom by iGate pursuant to Article 3 hereof, shall
be the Confidential Information of iGate.
1.3. "TECHNICAL SOLUTION AND PRODUCT PACKAGE" or "the Packages" shall
mean all patents, drawings, parts lists, firmware, engineering
changes notices, design notes and all such data needed to
implement the solution and service(s) to be delivered
by the product(s). This iGate technology and solution shall
include all local area network for simultaneous, bi-directional
transmission of video bandwidth signals technology owned by iGate,
whether patented or unpatented, including but not limited to the
inventions set forth in U.S. patent Nos. 5,537,142 and 6,240,554.
1.4 "APPLICATION OF PRODUCT" means HoloCom's deployment of the Package
for its own service or its customer's service execution.
1.5 "CONTRACT TERM" shall have the meaning set forth in Section 8.1
herein.
1.6 "TERRITORY" means that the geographical territory covered by this
agreement is global, which is all countries, including the United
States of America.
1.7 "iGate TECHNOLOGY" means all technologies and know-how including
but not limited to hardware and software which are used for the
Package. All information and ideas presented to HaloCom with or
without documentation.
1.8 "HALOCOM TECHNOLOGY" means all knowledge, findings and know-how
generated through field application of the Package or its own
business execution using the Package by HaloCom, which is not yet
materialized or patented by iGate. However, Any technology which
is common sense or general practice of the industry shall not be
HaloCom's technology.
2. RIGHTS TO BE GRANTED
2.1. GRANT FROM iGate. On the terms and subject to the conditions set
forth herein, iGate hereby grants to HaloCom a non-exclusive right
to use, market, sell, install, maintain and repair the Technical
Solution and Product Package of Power Lines Communication.
2.2. CERTAIN LICENSE LIMITATIONS
2.2.1. HaloCom shall not have the right, directly or indirectly,
to sublicense any or all rights hereunder without the prior
written consent of iGate.
3. DELIVERY OF THE TECHNICAL SOLUTION AND PRODUCT PACKAGE AND GENERAL
CO-OPERATION.
3.1. DELIVERY OF THE PACKAGE. As soon as practicable after the
Effective Date, but in any event within thirty (30) days
thereafter, iGate shall begin to create deliverables according to
the contents and schedule as outlined in Appendix 1.
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Nonetheless, iGate shall keep rights to change and modify any
technical specifications shown in Appendix 1 during its
development process. These changes and modification shall be
informed to HaloCom in timely manner.
3.2. TECHNICAL ASSISTANCE
3.2.1 iGate hereby agrees to provide technical assistance on a
commercially reasonable basis, upon the request of HaloCom, the
scope and duration of such request to be provided in writing to
iGate. To the extent that iGate seeks compensation for such
assistance, the parties shall agree on a value for such assistance
and on the payment terms.
3.3 TRAINING
3.3.1 As part of this product development agreement, iGate will provide
training and information for HaloCom's assigned work-force so that
the latter can have an understanding of its services/products,
applications, and other relevant procedures of the Power Line
Communications Technology developed by iGate for HaloCom. The
management of each party will each have the sole discretion to
determine the numbers, levels of skills of its personnel assigned
to HaloCom's program as stipulated in this agreement, and the type
of support resources it will make available. Expenses for training
program will be borne by the party incurring the expense unless
otherwise agreed.
3.4 PROMOTION
3.4.1 iGate will provide support for HaloCom in its seminars, open
houses, public relations, events, press releases, testimonials,
demonstrations, trade shows, conventions, and conferences efforts
when appropriate. The content of all promotional
materials/activities by HaloCom will be subject to advance written
approval by iGate, insofar as their content to technology is
concerned.
3.5 INSTALLATION AND MAINTENANCE OF PRODUCTS
iGate will help with HaloCom's installation and maintenance for
products sold as a result of activities associated with this
product and development agreement at iGate's standard prices, if
requested by HaloCom.
3.6 DEMO AND TRIAL EQUIPMENT
3.6.1 iGate will provide the products to HaloCom or its prospective
customers be used temporarily in customer demonstrations and pilot
programs as part of its support process. These products will only
be available after completion of the final product development.
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3.7 COLLATERAL MATERIALS
3.7.1 iGate will provide to HaloCom reasonable quantities of
collateral materials, at no cost and as identified and
agreed to by both party, as part of the customer support
process.
4. FEE AND OTHER TERMS
4.1. FEE. In partial consideration for the efforts to create the
Technical Solution and Product Package herein by iGate, HaloCom
agrees to pay to iGate a Fee as outlined in Appendix 2.
4.2. CO-BRANDING. All products and systems within the Technical
Solution and Product Package, when delivered, shall bear on their
exterior an insignia provided to HaloCom by iGate.
5. REPRESENTATIONS.
5.1. REPRESENTATION OF iGate. iGate hereby represents and warrants to
HaloCom as follows:
5.1.1 iGate is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to
enter into this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated
hereby.
5.1.2 iGate has taken all corporate action necessary to authorize
its execution and delivery of this Agreement, its
performance of its obligations hereunder, and its
consummation of the transactions contemplated hereby. This
Agreement constitutes a valid and binding obligation of
iGate, enforceable in accordance with its terms, subject to
bankruptcy, reorganization, insolvency, moratorium, and
similar laws affecting creditors' rights generally and to
general principles of equity.
5.1.3 The execution and delivery by iGate of this Agreement, its
consummation of the transactions contemplated hereby, and
its compliance with the provisions hereof, will not (i)
violate or conflict with its Certificate of Incorporation
or By-Laws (ii) violate, conflict with, or give rise to any
right of termination, cancellation, or acceleration under
any agreement, lease, security, license, permit, or
instrument to which iGate or any of its subsidiaries is a
party, (iii) violate or conflict with any laws, rules, or
regulations, or (iv) require any consent, approval or other
action of, notice to, or filing with any entity or person
(governmental or private).
5.1.4 There are no claims, judgments or settlements to be paid by
iGate or pending claims or litigation relating to the
Licensed Technology and Solution Package or the
Documentation.
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5.1.5 iGate has legal right, power and authority to enter into
this Agreement and to grant all of the right, title and
interest in and to the Technical Solution and Product
Package and the Documentation granted herein, and has no
other outstanding agreements or obligations inconsistent
with the terms and provisions of this Agreement.
5.1.6 iGate will provide to HaloCom the intellectual property to
any and all updates to the Technical Solution and Product
Package as may be delivered during the term of this
Agreement and at no additional charge to HaloCom.
5.1.7 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, iGate HEREBY
DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND
WARRANTIES INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED
WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, (B) ANY WARRANTY THAT HALOCOM'S RIGHTS IN THE
TECHNICAL SOLUTION AND PRODUCT PACKAGE OR PATENTS ARE VALID
AND ENFORCEABLE, AND (C) ANY WARRANTY AS TO
NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY
RIGHTS.
5.2. REPRESENTATIONS OF HALOCOM. HaloCom hereby represents and warrants
to iGate as follows:
5.2.1 HaloCom is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of
its organization and has all requisite power and authority
to enter into this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated
hereby.
5.2.2 HaloCom has taken all corporate action necessary to
authorize its execution and delivery of this Agreement, its
performance of its obligations hereunder, and its
consummation of the transactions contemplated hereby. This
Agreement constitutes a valid, binding obligation of
HaloCom, enforceable in accordance with its terms, subject
to bankruptcy, reorganization, insolvency, moratorium, and
similar laws affecting creditors' rights generally and to
general principles of equity.
5.2.3 The execution and delivery by HaloCom of this Agreement,
its consummation of the transactions contemplated hereby,
and its compliance with the provisions hereof, will not (i)
violate or conflict with its Certificate of Incorporation
or By-laws, (ii) violate, conflict with, or give rise to
any right of termination, cancellation, or acceleration
under any agreement, lease, security, license, permit, or
instrument to which HaloCom is a party, (iii) violate or
conflict with any laws, rules, or regulations, or (iv)
require any consent, approval or other action of, notice
to, or filing with any entity or person (governmental or
private).
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6. CONFIDENTIAL INFORMATION/ACKNOWLEDGEMENT OF OWNERSHIP RIGHTS.
6.1 Ownership
6.1.1 HaloCom expressly acknowledges that iGate is the sole and
exclusive owner of the Technical Solution and Product
Package. Nothing in this agreement shall constitute the
grant of a general license from iGate to use the Technical
Solution and Product Package. HaloCom expressly covenants
that it will not knowingly take any action, or omit to take
any action, that impairs, infringes, injures, degrades or
lessens in value of the Package. HaloCom also expressly
covenants that it will not seek registration of any of the
Package in its own name or in the name of any affiliate,
and agrees that it will not at any time challenge, contest,
or call into question the registration, validity, or
enforceability of the Package.
6.1.2 iGate agrees that HaloCom shall be the owner of the
specific agreed upon "HaloCom technology" developed as
defined in section 1.8 under this agreement. HaloCom also
expressly covenants that it will not seek registration of
any other application without written agreement from iGate.
6.2 CONFIDENTIALITY OBLIGATION. Each party shall hold in confidence
any Confidential Information disclosed by the other or otherwise
obtained by such party as a result of activities contemplated by
this Agreement, and each party shall protect the confidentiality
thereof with the same degree of care that it exercises with
respect to its own information of a like nature, but in no event
less than reasonable care. Access to Confidential Information must
be restricted to the receiving party's employees or agents, who,
in each case, need to have access to carry out a permitted use and
are bound in writing to maintain the confidentiality of such
Confidential Information. The Confidential Information, and all
copies of part or all thereof, shall be and remain the exclusive
property of the disclosing party, and the receiving party shall
acquire only such rights as are expressly set forth under the
terms and conditions of this Agreement and only for so long as
such rights are in effect.
6.2.1 EXCEPTIONS. Notwithstanding any provisions contained herein
concerning nondisclosure and non-use of the Confidential
Information, the obligations shall not apply to any portion
of the Confidential Information which the receiving party
can demonstrate by legally sufficient evidence:
6.2.1.1 now or hereafter, through no act or failure to act
on the part of the receiving party, becomes
generally known or available;
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6.2.1.2 is known to the receiving party at the time of
receiving such Confidential Information without an
obligation of Confidentiality;
6.2.1.3 is hereafter furnished to the receiving party by a
third party as a matter of right without
restriction on disclosure;
6.2.1.4 is independently developed by the receiving party
without use of any Confidential Information
received from the other; or
6.2.1.5 is disclosed in response to a valid order of a
court or other governmental body or any political
subdivision thereof; provided, however, that the
party making the disclosure pursuant to such an
order shall promptly give notice to the other party
and make a reasonable effort to obtain a protective
order requiring that Confidential Information so
disclosed by used only for the purposes for which
the order was issued.
7 INDEMNIFICATION.
7.1 INDEMNIFICATION. iGate indemnifies HaloCom for any patent,
copyright or trade secret infringement. iGate will defend at its
expense and indemnify HaloCom with respect to any action brought
against HaloCom to the extent that it is based on a breach of the
foregoing warranty, and iGate will pay any costs and damages
finally awarded against HaloCom, or any settlement finally paid
with the consent of iGate (which consent shall not be unreasonably
withheld) by HaloCom and reimburse HaloCom for attorney's fees
reasonably incurred in connection therewith, provided HaloCom
notifies iGate promptly in writing of such claim and allows iGate
to fully control the defense of such claim.
7.1.1 Should the Technical Solution and Product Package or any
portion thereof become, or in iGate's opinion be likely to
become the subject of any claim of infringement, iGate
shall, at HaloCom option:
7.1.1.1 produce for HaloCom the right to continue
exercising its rights hereunder with respect to the
Technical Solution and Product Package
7.1.1.2 replace or modify the Technical Solution and
Product Package to make it noninfringing, or
7.2 In the event of any patent, copyright or trade secret infringement
on the Technical Solution and Product Package by a third-party in
conjunction with the sale, manufacture or use of units in the
Technical Solution and Product Package, or any sublicense granted
under this Agreement, HaloCom agrees to indemnify iGate for any
actual and consequential damages resulting from such infringement
and to reimburse iGate for attorney's fees reasonably incurred in
connection therewith.
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7.2.1 If HaloCom becomes aware of any such violation or suspected
violation described above, HaloCom shall notify iGate of
such event in sufficient detail and present iGate with a
course of action to xxxxx such violation. If such violation
is not cured by the course of actions taken by HaloCom,
iGate shall have the right to terminate this Agreement
pursuant to Section 8.2.
7.3 LIMITATIONS. Subject to the representations by iGate in Section 5,
iGate shall not be liable for any incidental, indirect, special,
punitive, exemplary or consequential damages of any kind
whatsoever relating to, resulting form, arising out of, or
connected with the Technical Solution and Product Package, or this
Agreement, whether in contract or tort (including negligence) even
if iGate has been advised of or is or should be aware of the
possibility of such damages. In no event shall iGate's liability
to HaloCom exceed the actual amount of sums paid to iGate under
the Agreement.
8 TERMINATION.
8.1 CONTRACT TERM. This Agreement shall continue in full force and
effect from the Effective Date until otherwise terminated by
mutual agreement of the parties hereto or pursuant to Section 8.2
below ("Contract Term").
8.2 TERMINATION BY EITHER PARTY. Notwithstanding anything herein to
the contrary, each party shall have the right, in addition and
without prejudice to any other rights or remedies, to terminate
this Agreement if:
8.2.1 the other party fails to pay any sum of money when due
hereunder or commits any material breach of the terms
hereof, which, in the case of a breach capable of remedy,
shall not have been remedied within ten (10) days in the
case of non-payment, or thirty (30) days in the event of
any other breach, of the receipt by the party in default of
notice specifying the breach and requiring its remedy; or
8.2.2 the other party (1) has filed a petition in bankruptcy or
insolvency; (2) any adjudication that the other party is
bankrupt or insolvent; (3) filing of any petition or answer
seeking reorganization, readjustment or arrangement of its
business under any law relating to bankruptcy or
insolvency; (4) the appointment of a receiver for all or
substantially all of the property of the other party; (5)
the making of any assignment for the benefit of creditors;
(6) the institution of any proceedings for the liquidation
or winding up of business or for the termination of its
corporate charter.
8.2.3 either party shall have the right to terminate this
agreement without cause after 24 months of the effective
date of the agreement.
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8.3 EFFECT OF TERMINATION. Notwithstanding anything herein to the
contrary, upon the termination of this Agreement, the provisions
of Article 6 shall survive such termination and continue in full
force and effect.
9 MISCELLANEOUS.
9.1 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Kentucky without
reference to its choice of law principles. Any dispute arising
hereunder or concerning any transaction contemplated hereby shall
be resolved by submission to arbitration as provided by Laws of
Washington, D.C. and not by a lawsuit or other court proceedings.
In the event that either party hereto shall institute any action
to enforce any rights hereunder in the courts, the prevailing
party in such an action shall be entitled, in addition to relief
awarded by the court, to attorney's fees and litigation expenses
as the court may award. The only choice and venue of jurisdiction
by which an action may be brought in the court of law in the State
of Kentucky. Any dispute arising hereunder or concerning any
transaction contemplated hereby that cannot be resolved by
arbitration, will be proceed to be resolved in a state or federal
court located in such State, and each of the parties hereby agrees
to submit itself to the exclusive jurisdiction and venue of such
courts for such purposes, in this case, the State of Kentucky.
9.2 ATTORNEYS' FEES. In the event of any legal action to enforce the
terms and conditions of this Agreement, the prevailing party in
any such action shall be entitled to its costs and expenses,
including reasonably attorneys' fees, expended in enforcing its
rights hereunder.
9.3 EXPENSES. Both HaloCom and iGate are under no obligation or
requirement to reimburse each other any expenses relating to the
development, marketing or sale of the The Packages. Any costs and
expenses incurred by iGate and the HaloCom will their sole
responsibility.
9.4 PRODUCT(S) DEVELOPMENT WARRANTIES. iGate warrants that the product
development process shown in Appendix 1, for both low voltage and
medium voltage systems respectfully, for all categories of
hardware, and software as part of the OEM Packages, will be
achieved within the time line allotted, and will be free from
defects in materials, fitness for a particular purpose, and
workmanship under trial and normal use for a period of six months
from the date of sale to the end-user. HaloCom shall not pass this
warranty to the end-user. The exclusive remedy for the HaloCom for
the breach of the foregoing warranties will be to seek to have
iGate bring the completion the development of the OEM Packages, or
refund to a larger extent the development fee, stipulated in
Appendix 2, less expenses incurred by iGate for the project
development.
9.5 NO JOINT VENTURE. This agreement is not intended to create, nor
will it be construed as, a joint venture, association,
partnership, franchise or other form of business or relationship.
Neither party will have or hold itself out as having any
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right or power or authority to assume, create, or incur any
expense, liability, expressed or implied, on behalf of the other
party, except as expressly provided herein.
9.6 FORCE MAJEURE. The failure of any party hereunder to perform any
obligation otherwise due (except for the payment of monies due
hereunder) as a result of governmental action, law, order or
regulation, or as a result of war, terrorism, act of public enemy,
strike or other labor disturbance, fire, flood, act of God or
other causes of like kind beyond the reasonable control of such
party, shall be excused for so long as said cause exists to the
extent such failure is caused by such event.
9.7 NOTICES. Any notices or other communications required or permitted
hereunder shall be sufficiently given, if delivered by hand, or
sent by certified mail, return receipt requested and
postage-prepaid, address as follows:
If to HaloCom: HaloComcom, Inc.
00000 Xxxxxx Xxxxx Xxxx., #000X
Xxxxxxx, Xxxxx 00000.
Attn: Xxxxxx Xxxxxx, President/CEO.
If to iGate: iGate, Inc.
000 Xxxxxxxxxx Xxx, 0X
Xxxxxxxxxx, XX 00000
Attn: B.K. Son, President & COO
9.8 SEVERABILITY. If any term or provision of this Agreement is found
to be invalid under any applicable statute or rule of law by a
court of competent jurisdiction then, that provision
notwithstanding, this Agreement shall remain in full force and
effect and such provision shall be deleted unless such a deletion
would frustrate the intent of the parties with respect to any
material aspect of the relationship established hereby, in which
case this Agreement shall terminate, with the consequences set
forth in Section 8.2.
9.9 ARBITRATION. Any and all disputes or controversies arising out of
or relating to this Agreement which cannot be resolved by the
parties shall be exclusively and definitively resolved by
arbitration in Washington, D.C. or via teleconference originating
anywhere within the United States mutually agreeable to both
parties. In no event shall the arbitrator(s) of any arbitration
conducted under this Section 9.6 be empowered to disregard the
intent of the provisions of this Agreement in
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rendering a decision in such arbitration and any such decision
shall be set forth in writing and include the reasons and the
analysis in support of such decision. The arbitration award shall
be final and binding on all parties and judgment upon any such
decision may be entered in any court of competent jurisdiction.
The arbitrator(s) shall be entitled to assess attorneys' fees and
apportion arbitration costs in any arbitration decision.
9.10 ASSIGNMENT. This Agreement is not assignable, whether in
conjunction with a change in ownership, or the sale or transfer of
the whole or any part of a Party's business or assets, either
voluntarily, or by operation of law, or otherwise, without the
prior written consent of the other party. Such consent shall not
be unreasonably withheld.
9.11 ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties with respect to the subject
matter hereof and supersedes all other negotiations, discussions
and memoranda, and any other letter or agreements relating to such
subject matter. This Agreement may not be amended, changes or
modified, except by a writing executed by the parties or their
respective permitted successors and assigns.
9.12 WAIVER. Any party to this Agreement may, by written notice to the
other party, waive any provision of this Agreement, the benefit of
which runs to the party executing the waiver. The waiver by any
party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent same or
different breach.
9.13 HEADINGS. Headings and other titles to articles and section of
this Agreement are solely for the convenience of reference and in
no way define or limit the scope or substance of any provision of
this Agreement.
9.14 PUBLICITY. Neither iGate nor HaloCom shall disclose the existence
of this Agreement, unless any proposed publication is approved in
writing by both parties prior to release.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
HaloComCom, INCORPORATED iGATE, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President/CEO
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman & CEO
Date: 7/16/04 Date: 7/23/04
-------------------------------- ----------------------------
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APPENDIX 1. CONTENTS AND SCHEDULE
Hardware and Target Specifications (Preliminary)
1. LOW VOLTAGE SYSTEM
[GRAPHIC OMITTED]
--------------------------------------- ----------------------------------------
Product ID (Temporary) iBPL Gateway Router (iBGR)
--------------------------------------- ----------------------------------------
Description Support up to 16~25 CPEs. (Optional
consideration: modular extendable
function)
Mountable to power pole nearby a
transformer, distribution panel of multi
dwelling unit and other applicable site
VoIP ready (with optional VoIP
equipment)
-Connection to the local backbone
--------------------------------------- ----------------------------------------
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--------------------------------------- ----------------------------------------
Target Specification Data rate: 14Mbps~25Mbps
Reach: Up to 2,000 feet~2,500 feet
-DMT (Discrete Multi Tone) Modulation,
Adaptive bit loading for each sub
channel
Multiple Access: CSMA/CA
-5~ 10 repeaters support
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
Product ID (Temporary) iBPL CPE
--------------------------------------- ----------------------------------------
Description Instant access to the Internet and/ or
to home network by power outlet Each
with individual encryption key Packet
based data communication Ready for value
added service including VoIP, Video
conferencing, VOD and Security
monitoring.
-Support standard hub and router
--------------------------------------- ----------------------------------------
Target Specification Max. data rate: 14Mbps~25Mbps
Practical average data rate: 2Mbps~4Mbps
Reach: Up to 2,000 feet~2,500 feet
Channel specific adaptive bit loading
Forward error correction: Convolution
and RS codes with Interleave
-Individual encryption
-USB
-Plug & Play with Windows(R)
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Signal Repeater
--------------------------------------- ----------------------------------------
Description Relay frames between iBPL router and CPE
Automatic detection of existing iBPL
device
- Easy and simple installation
--------------------------------------- ----------------------------------------
Target Specification Data rate: 14Mbps~25Mbps
Reach: Up to 2,000 feet~2,500 feet 5~10
repeaters per iBPL router
Channel specific adaptive bit loading
Forward error correction: Convolution
and RS codes with Interleave
- Support other repeaters at the level
below
--------------------------------------- ----------------------------------------
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--------------------------------------- ----------------------------------------
Configuration [GRAPHIC OMITTED]
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Low Voltage Coupler
--------------------------------------- ----------------------------------------
Description Inject BPL signals into 110V power line
Support 4 subscribers per each
- Extendable
--------------------------------------- ----------------------------------------
Target Specification - to be determined
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Low Voltage Network Management
Server and Software
--------------------------------------- ----------------------------------------
Description
Monitoring and management of network
Basic remote operation (Power reset)
SNMP and/or MIB II compatible
- Subscriber registration and activity
monitoring
--------------------------------------- ----------------------------------------
Target Specification - TBD
--------------------------------------- ----------------------------------------
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2. MID. VOLTAGE SYSTEM
[GRAPHIC OMITTED]
* UNTIL THE COMPLETION OF MID. VOLTAGE SYSTEM, IGATE WILL PROVIDE AN ALTERNATIVE
SOLUTION WITH ITS LONG RANGE SWITCH (MODEL: IB4244) FOR CONNECTIONS WITHIN
2.7 MILES IN EACH DIRECTION.
MID. VOLTAGE SYSTEM CONFIGURATION
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Mid. Voltage Bridge
--------------------------------------- ----------------------------------------
Description Inject broadband signals into 22kV power
line
Support local iBPL Gateway Router
-Insulation resistance
--------------------------------------- ----------------------------------------
Target Specification TBD
Configuration
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Mid. Voltage Signal Repeater
--------------------------------------- ----------------------------------------
Description Relay frames between iBPL Mid Voltage
--------------------------------------- ----------------------------------------
15
--------------------------------------- ----------------------------------------
Bridge and the Bridge Slave via 22kV
power line
Automatic detection of existing iBPL
device
Easy and simple installation
- Pass the broadband to iBPL Gateway
Router
--------------------------------------- ----------------------------------------
Target Specification TBD
Configuration
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Mid. Voltage Bridge Slave
--------------------------------------- ----------------------------------------
Description Get broadband signal from iBPL Mid
Voltage Bridge or the Repeater.
- Pass the broadband to iBPL Gateway
Router
--------------------------------------- ----------------------------------------
Target Specification
Configuration TBD
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
PRODUCT ID (TEMPORARY) iBPL Mid. Voltage Coupler
--------------------------------------- ----------------------------------------
Description Inject BPL signals into 22kV power line
Safe against dielectric breakdown
Multiple bonded ceramic structure
-Insulation resistance
--------------------------------------- ----------------------------------------
Target Specification Frequency: 1MHz ~ 30MHz
Configuration
Signal loss: less than 3dB
Rating: 22.9kV
- Drain coil inductance: 1mH, M-class
--------------------------------------- ----------------------------------------
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APPENDIX 2. FEE AND PAYMENT SCHEDULE
------------------------------------ -------------- ----------------------------
Low Voltage System 8/1/04 $ 200,000
-------------- ----------------------------
9/1/04 $ 200,000
-------------- ----------------------------
10/1/04 $ 150,000
-------------- ----------------------------
11/1/04 $ 150,000
------------------------------------ -------------- ----------------------------
Sub Total (Low Voltage System) $ 700,000
------------------------------------ -------------- ----------------------------
------------------------------------ -------------- ----------------------------
Mid Voltage System** 2/1/05 $ 100,000
-------------- ----------------------------
*Built on Low Voltage System 3/1/05 $ 100,000
-------------- ----------------------------
4/1/05 $ 100,000
-------------- ----------------------------
5/1/05 $ 100,000
-------------- ----------------------------
6/1/05 $ 100,000
------------------------------------ -------------- ----------------------------
Sub Total (Mid Voltage System) $ 500,000
------------------------------------ -------------- ----------------------------
** Optional
[GRAPHIC OMITTED]
17
