RADISYS
Exhibit 10.15
Contract Purchase Agreement
between
AltiGen Communications, Inc. & RadiSys Corp.
This Contract Purchase Agreement, effective July 31, 1998, between AltiGen
Communications, Inc. ("AltiGen"), a U.S corporation with its principal business
located at 00000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxx, XX 00000, and RadiSys Corporation
("RadiSys"), a U.S. corporation with its principal business located at 0000 XX
Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000. The parties hereby agree as
follows:
1. Intent
This agreement outlines the essential terms and conditions of the Development &
Purchase agreement being entered into by both parties. It specifies the terms
and conditions under which the algorithms will be tested, validated and
supported. This contract will remain in full force and effect until it is
superseded by another formal contract.
2. Specifications
Under this Agreement, RadiSys agrees to supply and support bit exact
implementation of TTU G.723.1 (both bit rates) and G.165 echo canceller.
3. Scope
AltiGen will be granted the right to purchase and integrate RadiSys' telecom
algorithms based on the Texas Instruments ("TI") C6x Digital Signal Processor
("DSP"). AltiGen is granted rights to integrate RadiSys' algorithms in
AltiGens's products. AltiGen holds selling rights on a non-exclusive basis,
domestic & international, of these integrated products. AltiGen does not have
any rights to sell RadiSys' algorithms as standalone components or products.
4. Product Quality and Manufacturing Standards
RadiSys' normal high level of product reliability and quality apply, as well as
its standard terms and conditions. RadiSys is certified to ISO 9001, the most
comprehensive of the ISO 9000 standards, and RadiSys' certification covers the
entire company and all products. It is RadiSys' goal to deliver a product which,
due to reliability and quality standards, can be directly assembled into
AltiGen's end product. AltiGen agrees to notify RadiSys, no later than 30 days
after receipt, of any product which fails AltiGen's incoming inspection.
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RadiSys.
5. Purchase of Products
5.1 Pricing
AltiGen will issue a Purchase Order ("P.O.") immediately to RadiSys for
the software license and telecom algorithms (as outlined in Attachment
A). The P.O. will be for the amount of $135,000. The P.O. payments will
be in the form of milestone completion dates as outlined in Attachment A.
5.2 Terms of Payment
Terms of payment are net 30 days. All other milestones and payments will
be adhered to as outlined in Attachment A, or agreed to in writing by
both parties. See Attachment A, for product pricing, support and royalty
charges. All sales are subject to the prior approval of RadiSys' Credit
Department.
5.3 Deliverables and Lead Time
RadiSys will do its best to meet the schedule as outlined in Attachment
A. If RadiSys is unable to meet the deadlines due to any reasons, AltiGen
will be informed accordingly and RadiSys will work in good faith with
AltiGen to redefine the schedule. RadiSys, under no circumstances, is
liable for any consequential damages. RadiSys will also develop and make
available additional algorithms that AltiGen deems necessary for their
Phase 2 development.
6. Warranty & Support
30 days warranty after delivery of a production release of G.723.1 and G.165 EC
object code. See Attachment A, payment milestone 4, and Product Software License
Agreement for further details.
7. Mutual Non-Disclosure
In association with this Agreement, both companies agree to ensure the
confidentiality of information shared between them. The obligation of
confidentiality shall survive the termination of this Agreement for a period of
three years.
8. Patent Identification
RadiSys will defend or settle any suit or proceeding brought against AltiGen
based upon a claim that any product furnished hereunder or part thereof, alone
and not in combination with any with any other product, constitutes an
infringement of any United States patent or copyright, provided that: (1)
RadiSys is notified promptly in writing of such claim; (2) RadiSys controls the
defense or settlement of the claim; and (3) AltiGen cooperates reasonably, and
gives all necessary authority, information and assistance (at RadiSys' expense).
RadiSys will pay all damages and costs finally awarded against AltiGen, but
RadiSys will not be responsible for any costs, expenses or compromise incurred
or made by AltiGen without RadiSys' prior written consent. If the use of such
product is permanently enjoined, RadiSys will, in its sole discretion and at its
own expense, procure for AltiGen the right to continue using said product,
replace same with a non-infringing product, modify it so that it becomes non-
infringing, or, if RadiSys is unable to reasonably do any of the above, RadiSys
will credit AltiGen the sum paid to RadiSys by AltiGen for the infringing
product less any depreciation and accept its return.
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RadiSys.
AltiGen will be responsible for all royalties and patents to the respective
patent holders on the algorithms that AltiGen will be purchasing from RadiSys.
9. Limitation of Liability
With the exception of its obligations to AltiGen, under Section 9 hereof; in no
event will RadiSys be liable for any loss of profits, loss of use, incidental,
consequential or special damages irrespective of whether RadiSys has advance
notice of the possibility of such damages; and in no event will RadiSys' total
liability to AltiGen exceed the sum paid to RadiSys by AltiGen for the product
sold hereunder.
10. Force Majeure
RadiSys will not be liable for any failure to perform due to unforeseen
circumstances or causes beyond RadiSys' reasonable control, including, but not
limited to, acts of God, war, riot, embargoes, acts of civil or military
authorities, fire, flood, accident, strikes, inability to secure
transportation, facilities, fuel energy, labor or materials.
11. Termination
This Agreement may be terminated by either party upon the breach of any of the
terms of this Agreement by the other party. Such termination requires 30 days
written notice by the non-breaching party. The breaching party shall have the
opportunity to remedy the breach within this 30 day period. If the breach is not
remedied then the Agreement may be terminated by the non-breaching party and
both parties agree to resolve any outstanding financial, business or delivery
obligations, as well as any outstanding invoices or purchase costs.
12. Assignment
This Agreement may not be assigned by RadiSys or AltiGen to any other party
without the prior written consent of the corresponding concern (AltiGen or
RadiSys), which consent shall not be unreasonably withheld.
13. Independent Contractors
The relationship between AltiGen and RadiSys is that of independent contractors.
This Agreement does not establish a joint venture, agency or partnership between
the parties, nor does it create an employer-employee relationship.
14. Announcements (Press or Public)
The parties agree that the existence of the relationship between them may not be
announced to the press or to the public, unless approved by both parties in
writing. AltiGen and RadiSys will both comply with their executed mutual non-
disclosure agreement accordingly.
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RadiSys.
15. Entire Agreement
This Agreement may be modified at any time by written notification and the
approval of both parties by an officer of each. This Agreement and its
associated attachments constitute the entire understanding between the two
parties with respect to the subject matter hereof.
In Witness Thereof, the parties have executed this Agreement in duplicate as of
the day and year written below:
RadiSys Corporation Altigen Communications, Inc.
/s/ Xxxx Xxxxxx /s/ Xxxxxxx Sun
----------------------------- -------------------------
Authorized Signature Authorized Signature
Arif Xxxxxx Xxxxxxx Sun
----------------------------- -------------------------
Name Name
Vice President Telecom Dir. Director of IP Telephony
----------------------------- -------------------------
Title Title
7/31/98 July 31, 1998
----------------------------- -------------------------
Date Date
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RadiSys.
Attachment A
Phase I -- Licenses, Royalties & Support (object code only)
------- ------------------------------------------------
Item List Price Includes
---- ---------- --------
C6x-G.165-OBJ $ 25,000 Object code license for 32 ms. echo canceller
C6x-G.723.1-OBJ $ 45,000 Object code license for optimized G.723.1 vocoder
Royalty $ 55,000 Life-time buy-out object-code royalty payment for G.723.1 &
EC
Support $ 10,500 90 day free support ARO, 2 year support & maintenance
List Total $ 135,000
Payment Milestone Schedule Amount With The Delivery Of
----------------- -------- ------ --------------------
1. Start of Project 07/31/98 - Receipt of X.X.
0. Xxxxxxxx 0 00/00/00 - X.000 XX & Intermediate version of G.723.1
3. Payment 1 08/30/98 $70,000 30 days After Receipt of Order
4. Delivery 2 09/18/98 - Production release of G.723.1 vocoder
5. Payment 2 11/30/98 $10,500 2-year support (First 90 day free)
6. Payment 3 12/15/98 $55,000 unlimited object code target copies for G.723.1 &
EC
Other Terms and Conditions:
1. For prototypes, RadiSys will offer an intermediate development license for
G.723.1 algorithm. This non-optimized intermediate version of G.723.1 is for
single channel only.
2. RadiSys' support includes support for TI's C6202 DSP.
3. AltiGen will be responsible for all royalties and patents to the respective
patent holders on the algorithms that AltiGen will be purchasing from RadiSys.
4. No run-time license lable for G.723.1 or G.165 EC needs to be affixed on the
AltiGen's product since unlimited run-time license for G.723.1 and G.165 EC
described above is granted to AltiGen by RadiSys. This overrides the lable
affixing description paragraph in the G.723.1 Run-Time Software License
Agreement and G.165 EC Run-Time Software License Agreement.
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