Exhibit 10.27
CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN
OMITTED FROM THE ATTACHED EXHIBIT
AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. THE OMITTED
PORTIONS HAVE BEEN REPLACED BY AN X
ENCLOSED BY BRACKETS ([X]).
Motorola - Buyer
OEM EQUIPMENT PURCHASE AGREEMENT FOR WAFU
This Agreement is entered into as of the 30 day of April, 1999
between Motorola, Inc. through its Network Solutions Sector, with
offices at 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
(Motorola) and Telular, Inc., with offices at 000 Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxx Xxxxx, XX 00000 (Buyer).
1. PRODUCTS AND PRICES. Buyer agrees to purchase and Motorola
agrees to sell Products during the term of this Agreement under
the terms and conditions set forth in this Agreement. The
Products and the applicable prices are as set forth in Attachment
A.
2. SPECIFICATIONS AND CHANGES TO SPECIFICATIONS. The Products are
warranted, under the terms of Attachment B, Limited Commercial
Warranty, to comply with Motorola's applicable specifications,
which are set forth in Attachment C, (the Specifications).
Motorola will obtain Buyer's written approval before implementing
in the Products any change to the Specifications that materially
adversely affects the Products' compatibility with Compatible
Products (as hereinafter defined), performance, features or
physical appearance. Motorola otherwise reserves the right to
make changes to the Products. Compatible Products shall mean the
RJ11 connector and the RJ45 connector (each, as more fully
described in Attachment C to this Agreement) and Lucent and
Motorola infrastructure equipment. Motorola agrees to provide
updated, completed product literature to Telular within thirty
(30) days of commercial shipment of the Product(s) to the field,
to reflect any changes implemented in the Product(s).
3. TERM. The term of this Agreement will commence as of the date
set forth above and will terminate 60 months later, subject to
earlier termination as provided in this Agreement.
4. ORDERS. Buyer may issue orders to Motorola under the terms of
this Agreement. The only effect of any terms and conditions in
Buyer's orders or elsewhere will be to request the time and place
of delivery and number of units to be delivered, subject to
Motorola's acceptance, but they will not change, alter or add to
these terms and conditions in any other way. Orders are also
subject to the terms in Attachment E, Unit Forecasting Process -
Telular/Motorola.
5. EXPORT CONTROLS: Buyer agrees to comply with applicable export
laws, regulations and orders. Specifically, but without
limitation, Buyer agrees that it will not resell, reexport or
ship, directly or indirectly, any Product, or technical data in
any form without obtaining appropriate export or reexport license
from the United States Government. Buyer acknowledges that the
export laws, regulations and orders applicable to Products may
differ from item to item and/or from time to time. Buyer agrees
that violation of any provision of this Paragraph will constitute
just cause for immediate termination of the Agreement by Motorola
without liability to Buyer.
6. [X]
7. DELIVERY AND PAYMENT. (a). All deliveries are FOB Motorola's
plant. Shipping will be to Buyer's designated location at
Telular, 000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, xxx XX 00000,
with shipping charges prepaid and invoiced to Buyer. The parties
agree that orders shall be shipped in accordance with the chart
titled Factory Delivery Schedule contained in Attachment E.
Subject to Motorola's approval of Buyer's credit, each such
delivery will be separately invoiced and payment from Buyer will
be due thirty (30) days from the date thereof without regard to
other deliveries. -IN NO EVENT WILL MOTOROLA BE LIABLE FOR
INCREASED COST, LOSS OF PROFITS OR GOOD WILL OR ANY OTHER
INCIDENTAL OR CONSEQUENTIAL DAMAGES due to late delivery or non-
delivery of the Products. Motorola reserves the right, in its
sole discretion, to change Buyer's credit limit or to impose
credit terms, including without limitation the requirement that
Buyer provide an acceptable letter of credit or make full or
partial advance payment, as conditions to Motorola's acceptance
of any order or the delivery of any Products. In the event Buyer
has not made payment to Motorola of any amount due in accordance
with the applicable payment terms, Motorola, at its option, may
offset such amount against any payments due or that become due
from Motorola (or its affiliates) to Buyer, including without
limitation, payment due Buyer under the Motorola-Telular Cross
Licensing Agreement dated March 23, 1990, Amendment Number 1,
dated August 24, 1992, Amendment Number 2, dated August 24, 1992
and Amendment Number 3, dated September 20, 1993. Buyer
authorizes any such offset and agrees that upon such an offset,
the amount offset will be deemed to have been paid Buyer. (b).
Title to the Products sold will pass to Buyer at the FOB point.
(c). Buyer hereby grants to Motorola a security interest and
lien upon Buyer's Products which shall extend only until the
applicable Products are paid for by Telular. Buyer agrees to
cooperate in whatever manner necessary to assist Motorola in
perfecting and recording such security interest and lien upon
request.
8. PRODUCT MODIFICATIONS. Buyer represents and agrees that the
Products do not require mechanical or electrical alteration. Any
modifications or alterations to the Products could void
Motorola's obligations under the Limited Commercial Warranty (see
Attachment B, IV (c)). In addition, modifications or alterations
to the Products could affect the reparability of Products by the
Motorola Repair Center.
9. TECHNICAL ASSISTANCE. Motorola's Limited Commercial Warranty
will not be enlarged by, and no obligation or liability will
arise out of, Motorola's rendering of technical advice,
facilities or service in connection with Buyer's purchase of
Products. Buyer represents and agrees that the Product design
does not require customization of Product by Motorola or Motorola
engineering support. Buyer will provide first-line technical
and service support for Products. However, Motorola will provide
back-up technical support directly to Telular and not to
Telular's customers when necessary from its technical service
center at Motorola Inc., Network Solutions Sector, technical
services center. Buyer will be solely responsible for arranging
for onsite service, installation, maintenance, and programming of
the Products. Engineering support is not included under this
Agreement; however, Motorola may, in its discretion, make
engineering support available to Buyer by separate agreement that
may also involve additional charges.
10. CONTINUATION OF SUPPLY: Motorola agrees that in the event it
shall cease manufacturing the Products or products equivalent to
the Products, Motorola shall use its best efforts to obtain,
engage or otherwise provide for an alternate source (which may
include without limitation, a sector, group or division of
Motorola other than the Network Solutions Sector) to supply to
Buyer such Products. If Motorola is unable to do so, Motorola
agrees to take reasonable actions to enable Buyer to have the
Products manufactured by an alternative source.
11. INTEROPERABILITY TESTING. Motorola agrees to have every revision
of the Product delivered to Telular interoperability tested for
standard CDG stage 2 on a minimum of Motorola and Lucent
infrastructure. Completed results from these tests and any CDG
stage 2 interoperability tests with other infrastructure
providers which Motorola may undertake in its sole discretion
will be forwarded to Telular. This Agreement is initially based
on Rev 2.3 including analog fax.
12. COMPLIANCE TESTING. Telular agrees to perform a compliance test
by Telular for each new customer for which an order is received.
Orders will not be accepted until this compliance testing is
successfully completed. All trouble reports generated in this
process will be reported to Motorola technical service center.
Motorola will advise Telular within thirty (30) days of any
actions that may be implemented.
13. WARRANTY. Motorola warrants the Products, in accordance with its
Limited Commercial Warranty attached to this Agreement as
Attachment B, to Buyer only and to no other party. Motorola
makes no representation or warranty of any other kind, express or
implied. MOTOROLA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer
understands and agrees that Motorola will not be responsible in
any way for any warranty which Buyer may extend to its customers
except as provided in Attachment B.
14. RESTRICTIONS ON QUANTITY OF SALES. Telular agrees that it may
not sell more than [X] units that it purchases in 1999 and 2000
from Motorola at [X] per unit in the aggregate to an operator.
15. FORCE MAJEURE. Motorola will not be liable for any delay or
failure to perform due to any cause beyond its control. Causes
include but are not limited to strikes, acts of God, acts of
Buyer, interruptions of transportation or inability to obtain
necessary labor, materials or facilities, or default of any
supplier. The delivery schedule will be considered extended by a
period of time equal to the time lost because of any excusable
delay.
16. PATENT AND COPYRIGHT INDEMNIFICATION. (a). Motorola agrees to
defend, at its expense, any suits against Buyer based upon a
claim that any Product(s) furnished hereunder directly infringes
a U.S. patent or copyright and to pay costs and damages finally
awarded in any such suit, provided that Motorola is notified
promptly in writing of the suit and at Motorola's request and at
its expense is given control of said suit and all requested
assistance for defense of same. Buyer agrees that if any
Product(s) furnished hereunder becomes or in Motorola's opinion
is likely to be the subject of such a claim or is enjoined as a
result of such suit, Buyer will permit Motorola at its option and
at no expense to Buyer, (i) to obtain for Buyer the right to use
or sell said Product(s); or (ii) to substitute an equivalent
product reasonably acceptable to Buyer and extend this indemnity
thereto; or (iii) if neither of the foregoing options are
available on terms which are reasonable in Motorola's judgment,
Motorola will accept the return of Product(s) and reimburse Buyer
the purchase price therefor, less a reasonable charge for
reasonable wear and tear. This indemnity does not extend to any
suit based upon any infringement or alleged infringement of any
patent or copyright by the alteration of any Product(s) furnished
by Motorola or by the combination, operation or use of any
Products(s) furnished by Motorola with other elements nor does it
extend to any products(s) of Buyer's own design, specification or
formula. The foregoing states the entire liability of Motorola
for patent or copyright infringement. (b). IN NO EVENT WILL
MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS,
TRADEMARKS OR COPYRIGHTS.
17. LOGOS, TRADEMARKS AND USE OF MOTOROLA NAME (a) Some Products will
carry Buyers designated logo and trade name or such other logo or
trade name, and may be marketed by Buyer as such. (b) Some
Products will be marked with Motorola's logos, trademarks, and or
tradenames as Motorola deems appropriate. In order that Motorola
may protect its trademarks, trade names, corporate slogans,
corporate logo, goodwill and product designations, Buyer, without
the express written consent of Motorola, will have no right to
use any such marks, names, slogans or designations of Motorola in
the sale, lease or advertising of any products or on any product
container, component part, business forms, sales, advertising and
promotional materials or other business supplies or material,
whether in writing, orally, or otherwise. Except as provided for
in Attachment D, Buyer further agrees not to advertise or
otherwise publicly disclose that Motorola is the manufacturer or
supplier of the Products.
18. LICENSE DISCLAIMER. Nothing contained herein will be deemed to
grant either directly or by implication, estoppel, or otherwise,
any license under any patents, copyrights, trademarks or trade
secrets of Motorola.
19. TAXES. Buyer agrees (i) to pay and be responsible for all taxes
imposed by any federal, state, county or local governmental
authority with respect to the Products or upon the ordering,
purchase, sale, ownership, delivery, leasing, possession, use,
operation, return or other disposition thereof, excepting
federal, state, county or local taxes based on or measured by the
net income of Motorola or (ii) prior to shipment, to provide
Motorola with a valid certificate of exemption acceptable by the
appropriate taxing authority.
20. LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY, MOTOROLA'S
TOTAL LIABILITY WHETHER FOR BREACH OF CONTRACT, WARRANTY,
NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO
THE PRICE OF THE PARTICULAR PRODUCTS SOLD HEREUNDER WITH RESPECT
TO WHICH LOSSES OR DAMAGES ARE CLAIMED. BUYER'S SOLE REMEDY IS
TO REQUEST MOTOROLA AT MOTOROLA'S OPTION TO EITHER REFUND THE
PURCHASE PRICE, REPAIR OR REPLACE PRODUCT(S) THAT ARE NOT AS
WARRANTED. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF
USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS
OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE
FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NO ACTION WILL BE
BROUGHT FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR
AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT FOR MONEY DUE
UPON OPEN ACCOUNT.
21. PARTY RELATIONSHIP. This Agreement does not create any agency,
joint venture or partnership between Buyer and Motorola. Buyer
will not impose or create any obligation or responsibility,
express or implied, or make any promises, representations or
warranties on behalf of Motorola, other than as expressly
provided herein.
22. TYPE APPROVAL. Under Paragraph 2, Attachment C and Attachment B,
the Products are warranted to comply with certain type approval
requirements which are referenced in the Specifications. Buyer
will be solely responsible for all other type approval and
registration requirements, including without limitation such
requirements that apply to the Product.
23. TERMINATION. (a). Either party will be considered to be in
default if any of the following occurs: (i) it assigns this
Agreement or any of its rights under this Agreement in violation
of Paragraph 27; (ii) it fails to perform any material obligation
under this Agreement; (iii) it makes an assignment for the
benefit of its creditors, or a receiver, trustee in bankruptcy or
similar officer is appointed to take charge of its assets; (iv)
it files for relief under state or federal bankruptcy laws; or
(v) there is a substantial change in its control and in the case
of Telular, the change of control is through a transaction with a
competitor of Motorola. (b). If Telular is not in default
pursuant to the foregoing sentence, Motorola will be considered
in default if it fails to deliver duly ordered Products within
thirty (30) days of the time periods described in the Factory
Delivery Schedule set forth in Attachment E. (c). In the event
of a default, the non-defaulting party may terminate this
Agreement by notice if the other party has not cured the default
within 30 days after its receipt of notice of default. (d).
Nothing contained in this Agreement will be deemed to create any
express or implied obligation on either party to renew or extend
this Agreement or to create any right to continue this Agreement
on the same terms and conditions contained in it. All sums owed
by either party to the other under this Agreement will become due
and payable immediately upon the termination or expiration of
this Agreement.
24. U.S. GOVERNMENT SALES. In the event that Buyer elects to sell
Motorola products or services to the U.S. Government or any
foreign, state, county, municipal or other governmental entity,
or to a prime contractor selling to any such governmental entity,
Buyer remains solely and exclusively responsible for compliance
with all procurement statutes and regulations governing such
sales. Motorola makes no representations, certifications or
warranties whatsoever with respect to the ability of its goods,
services or prices to satisfy any such statutes or regulations.
Failure of Buyer to conduct any sales to such a government entity
or to such a prime contractor in strict accordance with
applicable laws and regulations will constitute a default under
this Agreement.
25. DISPUTE RESOLUTION. Motorola and Buyer will attempt to settle
any claim or controversy arising out of this Agreement through
consultation and negotiation in the spirit of mutual friendship
and cooperation. If such attempts fail, then the dispute will be
mediated by a mutually acceptable mediator to be chosen by
Motorola and Buyer within 45 days after notice by one of the
parties demanding such mediation. Neither party may unreasonably
withhold consent to the selection of a mediator, and the parties
will share the costs of the mediation equally. The parties may
also agree to replace mediation with some other form of non-
binding alternative dispute resolution, such as neutral fact-
finding or a mini-trial. Any dispute which the parties cannot so
resolve between themselves within six months of the date of the
initial demand by any party will be finally determined by
judicial proceedings. The use of such a procedure will not be
construed to affect adversely the rights of any party under the
doctrines of laches, waiver or estoppel. Nothing in this
Paragraph will prevent either party from resorting to judicial
proceedings if (a) good faith efforts to resolve a dispute under
these procedures have been unsuccessful or (b) interim resort to
a court is believed necessary to prevent serious and irreparable
injury to that party or others.
26. CONFIDENTIALITY. The parties agree that the existence and types
of products, quantities, prices, and dates in this Agreement are
confidential and will not be disclosed by either party to third
parties, and will only be disclosed to their own employees on a
need to know basis; provided that subject to Motorola's prior
written approval, Buyer may disclose such information as may be
required for public securities filings. The confidentiality
obligations of the parties shall survive termination of this
Agreement for twelve (12) months.
27. NOTICES. Any notices given under this Agreement must be in
writing and be either delivered personally or sent by certified
mail, return receipt requested, addressed to the appropriate
party at the address stated on the first page of this Agreement
(or to a new address provided by notice to the other party) and
will be effective upon receipt or at such time as delivery is
refused upon presentation.
28. GENERAL. This Agreement constitutes the entire and final
expression of agreement between the parties pertaining to the
subject matter thereof and supersedes all prior and
contemporaneous negotiations, offers, discussions, arrangements,
promises, representations, agreements, letters of intent or
understandings of the parties whether written, oral or otherwise,
in connection therewith. The parties agree that, although this
Agreement makes reference to the Motorola-Telular Licensing
Agreement dated March 23, 1990 the subject matter of this
Agreement does not include the subject matter of the Motorola-
Telular Cross Licensing Agreement dated March 23, 1990 and this
Agreement in no way supersedes the Motorola-Telular Cross
Licensing Agreement dated March 23, 1990. No alterations or
modifications of this Agreement will be binding upon either Buyer
or Motorola unless made in writing and signed by an authorized
representative of each. If any term or provision of this
Agreement is to any extent held by a court or other tribunal to
be invalid, void or unenforceable, insofar as it is in conflict
with law, the remaining rights and obligations of the parties
will be construed and enforced as if the Agreement did not
contain the particular term or provision held to be invalid, void
or unenforceable. No assignment of this Agreement or of any
right granted therewith will be made by Buyer without the prior
written consent of Motorola. The failure of any party to
enforce, at any time, any provision of this Agreement will not be
construed as a waiver of such provision or of the right of any
party thereafter to enforce such provision. This Agreement will
be enforced and construed in accordance with the laws of the
State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives.
SELLER: BUYER:
MOTOROLA, INC., by and through its TELULAR, INC.
Network
Solutions Sector
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
Title: SR VP & GM Title: Exec VP and COO
Date: 4/30/99 Date: 5/3/99
Attachments
A. Products and Prices
B. Limited Commercial Warranty
C. Specifications
D. Policy for the Use of Motorola Name/Trademarks and Product
Descriptions
E. Unit Forecasting Process - Telular/Motorola
Attachment A
Motorola - Telular
Confidential and Proprietary
CDMA Fixed Wireless Terminals, Accessories and Services
Price List
Products
----------
Model: ST1056 800MHz FWT
ST1001 1.9GHz FWT
Includes: Battery, power supply, spike, antenna, bracket,
instruction manual, plain box.
Unit Pricing
Quantity 1999
-------- -----
[X] [X]
[X] [X]
*Up to [X] units not purchased or shipped in year 1999 will be
available for purchase in year 2000 at the price of [X]
Quantity 2000 2001 2002
-------- ----- ----- -----
[X] [X] [X] [X]
[X] [X] [X] [X]
Accessory Pricing:
Model: ST1006 Field Programming Kit (Two required per 1,000 FWTs)
Includes: 5 PC to FWT Programming Cables, 5 DB9M/DB25F Connector
Adapters, & 10 Pigtail Cables
Price: [X]
Note: This pricing is valid for the accessories relating to the
[X] FWTs purchased during 1999 and 2000 for [X]. Standard
pricing will apply to other purchases.
Model: STKF4001 Digital Data Cable
Price: [X]
Model: STNN4003 Lead Acid Battery
Price: [X]
Models: XXXX0000X, XXXX0000X, STLN4125B, STLN4126B, STLN4127B,
STLN4128B Power Cube
Price [X]
Services:
Technical Training 2 classes of 8 participants.
Sales Training 2 classes of 8 participants.
All other subsequent training classes will be charged at Motorola's
standard pricing.
ATTACHMENT B
Motorola - Buyer
LIMITED COMMERCIAL WARRANTY
I. WHAT THIS WARRANTY COVERS AND FOR HOW LONG:
MOTOROLA, INC. (Motorola) warrants that the Products (including
accessories) shall comply with the applicable Specifications and shall
be free from defects in material and workmanship under normal use and
service for a period of fifteen (15) months from date of shipment.
Motorola, at its option, shall at no charge either repair. replace or
refund the purchase price of the Product during the warranty period,
provided it is returned by Buyer in accordance with the terms of this
warranty to the Motorola Network Solutions Sector Repair center.
Repair or replacement, at Motorola's option, may include the
replacement of parts, boards or Products with functionally equivalent
reconditioned items. Repaired and replacement items are warranted for
the balance of the original warranty period. All replaced items shall
become the property of Motorola. Such action on the part of Motorola
shall be the full extent of Motorola's liability hereunder, and Buyers
exclusive remedy. Buyer shall be responsible for all costs and
expenses incurred by Buyer including without limitation any handling,
labor or transportation charges. This express warranty Is extended by
Motorola, Inc., 0000 X. Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx
00000, to Buyer only and not to Buyer's customers or users of Buyer's
Products.
II. HOW TO OBTAIN WARRANTY SERVICE
Product covered under this warranty shall only be accepted from and
returned to Buyer's central warranty depot. Buyer's dealers,
distributors, agents, and end users cannot submit items to Motorola's
Network Solutions Sector Repair center or other authorized Motorola
cellular Warranty centers under this warranty. To receive warranty
service, the defective or non-compliant Product should be sent by
Buyer freight pre-paid to: Motorola Network Solutions Sector Repair
Center, accompanied by a completed Motorola Repair Processing Form to
the address designated in such Form. Blank forms shall be supplied to
Buyer by Motorola on request.
III. WARRANTY CONDITIONS:
This is the complete warranty for the Products manufactured by
Motorola and sold to Buyer. Motorola assumes no obligation or
liability for additions or modifications to this warranty unless made
in writing and signed by an officer of Motorola. Unless made in
separate written agreement between Motorola and Buyer, Motorola does
not warrant the installation, field maintenance or service of the
Products or parts.
Motorola cannot be responsible in any way for any ancillary equipment
not furnished by Motorola which is attached to or used in connection
with the Products or for operation of the Products with any ancillary
equipment and all such equipment is expressly excluded from this
warranty. Furthermore, Motorola cannot be responsible for any damage
to the Products resulting from the use of ancillary equipment not
furnished by Motorola for use with the Products.
When the Product is used in conjunction with ancillary or peripheral
equipment not manufactured by Motorola, Motorola does not warrant the
operation of the Product/peripheral combination, and Motorola shall
honor no warranty claim where the Product is used in such a
combination and it is determined by Motorola that there is no fault
with the Product. Motorola disclaims liability for range, coverage,
availability, or operation of the Cellular System which is provided by
the Carrier.
IV. WHAT THIS WARRANTY DOES NOT COVER:
(a) Defects, non-compliance or damage resulting from use of the
Product in other than its normal and customary manner. (b) Defects,
noncompliance or damage from misuse, accident or neglect. (c) Defects,
noncompliance or damage from improper testing, operation, maintenance,
installation, adjustment, or any alteration or modification of any
kind. (d) Product disassembled or repaired in such a manner as to
adversely affect performance or prevent adequate inspection and
testing to verify any warranty claim. (e) Product which has had the
serial number removed or made illegible. (f) Defects, non-compliance
or damage due to spills of food or liquid. (g) All plastic surfaces
and all other externally exposed parts that are scratched or damaged
due to customer normal use. (h) Product rented. (i) Costs and
expenses, including without limitation handling, labor and
transportation, incurred in returning Product for warranty service to
Motorola's Network Solutions Sector Repair Center.
V. GENERAL PROVISIONS:
THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES.
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
FURTHER, AS THE CELLULAR CARRIER IS NOT CONTROLLED BY MOTOROLA, NO
WARRANTY IS MADE AS TO COVERAGE, AVAILABILITY OR GRADE OF SERVICE
PROVIDED BY THE CELLULAR CARRIER. IN NO EVENT SHALL MOTOROLA BE
LIABLE FOR DAMAGES IN EXCESS OFTHE PURCHASE PRICE OF THE PRODUCT, FOR
ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST
PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT. TO
THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
VI. SOFTWARE PROVISIONS:
Laws in the United States and other countries preserve for Motorola
certain exclusive rights for copyrighted Motorola software such as the
exclusive rights to reproduce in copies and distribute copies of such
Motorola software. Motorola software may be copied into, used in and
redistributed with only the Product associated with such Motorola
software. No other use, including without limitation, disassembly of
such Motorola software or exercise of exclusive rights in such
Motorola software is permitted.
ATTACHMENT C
Motorola - Buyer
SPECIFICATIONS
Item 1 ST1056 800MHZ FWT; ST1001 1.9GHZ FWT
Item 2 ST1006 Field Programming Kit
Item 3 STKF4001 Digital Data Cable
Item 4 STNN4003 Lead Acid Battery
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT Attachment C
Section 2: CDMA FWT Technical Specifications
The purpose of this section is to describe or define the
minimum performance specifications of a Motorola CDMA FWT. Some
features require infrastructure support to be fully utilized.
2.1 FWT General Characteristics _ ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT
Table 2.1.1: FWT General Characteristics and Features
Category Units Description
----------------- ------------ ---------------------------
Unit Summary ********* ****************
Indoor Unit Yes Stylish Molded Housing
Single Line Unit Yes Supports a single telephone
line.
Programming/Test Port1 Yes Via the RJ-11 xxxx using
Motorola's custom FWT-PDS
software.
Installation Support Yes FWT Programming and
Tools2 Diagnostics Software,
Motorola custom RJ-11
electronic interface cable,
and PC with a suitable
serial port.
Post Origination DTMF Yes Processes DTMF for
Tones transmission over the air
from FWT to land only.
Hook Flash support Yes On/Off hook transition
utilized to engage system
features such as call
waiting, call forwarding.
Coverage Measurement Yes When placed into the
Indicator2 coverage measurement mode,
Note: This feature is the service LED on the top
currently available of the unit represents a
only while using the relative RF coverage level
FWT in the Local by flashing at different
dialtone mode. rates. The more frequent
the flashes the occur, the
better the coverage. See
installation manual for
details.
Visual Indicators Yes SERVICE LED:
(LED's) - Green ON: Detects CDMA
carrier
- OFF: Out of service or
service is unavailable
POWER/FAILURE LED
- Green ON
Steady: No faults
present & operating from
an external power source
Slow blink: Operating from
battery
Fast blink: Operating from
low battery
- Red ON: Failure Fault
detected
- Red Slow Blink:
Indicates a dead battery
Distinctive Ringing and Yes Programmable 15-65 Hz.
Cadence (default 20 Hz).
Local Dial Tone Yes Programmable (default
Bellcore).
Registration Yes Time based
Hand-off Yes Supports hard, soft, and
softer hand off.
Note 1: FWT-PDS software and RJ-11 electronic interface cable not
included.
Note 2: Requires appropriate software license.
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT Attachment C
Table 2.1.2: FWT Interfaces and Standards
Category Range- Description
Units
-------------------- ------- -------------------------
Physical Interfaces ******** *****************
Antenna Connection TNC receptacle, 50 ohms.
TELCO Generic 6 pin modular
receptacle is used to
support the RJ12 interface.
Method of Interface Loop start tip and ring via
RJ-12.
Ground start is not
supported.
Main Power Xxxx for Coaxial DC receptacle, 5.5
Wall Cube or other mm external, 2.1mm internal
approved power sources. contact. Center positive
Auxiliary Power Input Standard 2 pin MOLEX
Xxxx receptacle, standard 0.100"
For battery connections center spacing.
only.
Battery On/Off Switch Toggle type. Allows manual
control to disable battery
powered operation.
Technology ******** ************
Speech coding technique 8K or 13K QCELP, or 8K EVRC
Speech vocoder rates Kbps 8 Kbps or 13 Kbps
RF modulation type QPSK for Forward Link, OQPSK
for Reverse Link
Multiple access type No CDMA only. (Analog hand
down not allowed).
Authentication IS-95A (ST1056)
technique J-STD-008 (ST1001)
Encryption technique Inherent within IS-95A and
J-STD-008
Standards ********* **********
IS-95A CDMA Air Yes Supports 8K & 13K CDMA Only,
Interface with TSB-74 dual mode operation such as
(ST1056) AMPs/NAMPs is not supported.
J-STD-008 (ST1001)
IS-96-A Service Option 1 Yes 8K QCELP voice service
IS-127 Service Option 3 Yes 8K EVRC voice service
IS-733 Service Option 17 Yes 13K QCELP voice service
IS-98A Mobile RF Yes Supports CDMA Only, dual
Minimum Standards mode operation such as
(ST1056) AMPs/NAMPs is not supported.
J-STD-008 (ST1001)
IS-126-A Yes Digital loop back. Requires
Service Option 2 (8K) infrastructure system
Service Option 9 (13K) support and FWT PDS
connection.
UL1492/CSA-C22.2 No. 1 Yes Safety standards used for
Standard for Safety of Cellular Phones.
Audio-Video Products
and Accessories.
EMI FCC part. Yes Part 15, Subpart J.
Compliant with select Yes Requires infrastructure
CDMA support for full utilization
Development Group Stage
2 tests.
Compliant with select Yes Requires infrastructure
CDMA Development Group support for full utilization
Stage 3 tests.
Caller ID Yes Requires a compatible
Per Bellcore GR-30-CORE external viewing device and
infrastructure support for
message delivery.
Note: While in a call, the
FWT will not deliver the ID
information for call waiting.
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT Attachment C
Table 2.1.3: FWT Mechanical Characteristics
Category Range- Description
Units
---------------------- ------- ----------------------
Environmental ******** *********
Operating Temperature .C [X] ambient (indoor)
Range (min/max) Battery derating required at
above [X]
Humidity % [X] RH, non condensing
Installation ******** **************
Optimal installation See installation manual for
proper installation
procedures.
Installation density A minimum distance of 3
(co-existence) meters should be maintained
between two or more FWTs
installed in the same
location.
Physical ********* ************
Physical dimensions (h mm 61 mm high x 215 mm wide x
x w x d) 165 mm long (w/o antenna) or
[2.4" x 8.5" x 6.5"]
Weight Kg <1.6 Kg with the internal
battery
Mounting technique Desk top or wall mounted.
An optional high security
mounting bracket option is
available.
(See Security Below)
Mounting recommendation Near a window sill or ledge
favoring the CDMA system.
Desk mount Yes Integral feet.
Wall mount Yes Integral Mounting Tabs.
Security Yes Optional Steel wall mounting
bracket with pad locking tabs.
Unit Color Ivory over Xxxx.
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT Attachment C
Table 2.1.4: FWT Power Characteristics
Category Range- Description
Units
--------------------- ----------- -----------------------
Wall Transformer ********** *********
Input voltage range(s). 120V Optional Class II self
Wall cube options are 220V protecting wall cubes are
available with regional 240V sourced to be compatible
plugs and line with regional electric
voltages. UL for utility requirements.
110/120V models CE or
TUV for 220/240V models
Output voltage 14V DC +/- @ 850 milliampere, 100% duty
(nominal) 5% cycle. A standard 5.5 mm
coaxial DC plug with a 2.1mm
positive(+) tip connection
is used.
Reverse Voltage Yes Mechanical Reverse Voltage
Protection Protection
FWT Std Power Input ********* **********
FWT Input Voltage 14V DC to The FWT is specification
nominal 15.5V DC compliant and operates
safely while within these
supply ranges
FWT Lower Voltage Input 10-13.9V The FWT will safely operate
Extreme within these extended ranges
but with reduced battery
charging capacity.
FWT Upper Voltage Input 15.6-18V The FWT will safely operate
Extreme within these extended
ranges.
FWT box power < 8 W < 7 xxxxx typical (TX @ full
dissipation power and full rate)
Auxiliary Power Input ********* *********
Input voltage range 13V Min Designed to be connected to
15V Max an external high capacity
battery. 14V nominal for
spec operation.
Reverse Voltage Yes Mechanical Reverse Voltage
Protection Protection
Internal Battery ********* *********
Battery Type 12V, 2 Ahr Sealed Lead-Acid
Mechanical Polarity Yes Polarized connector
Reversal
Recharge time 20 hr Max 90% charged at 00X, xxxxxxx
xxxx, xxx xxxxxxx
Xxxxxxx Talk Time 2 Hour Min Using fully charged battery,
nominal link power, and 0.42
VAF.
Battery Standby Time 4 Hour Min Using fully charged battery
and non slotted mode
operation. At the end of 4
hours of standby, battery
reserves will support a
single call with a VAF of
0.42 for 3 minutes duration.
Battery Standby Time 8 Hour Min Using fully charged battery
and using slotted mode
operation. At the end of 8
hours of standby, battery
reserves will support a
single call with a VAF of
0.42 for 3 minutes duration.
Low/Dead Battery Yes Blinking Power LED/Blinking
Alarming Red LED
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT Attachment C
Table 2.1.5: FWT Telco Characteristics
Category Range- Description
Units
--------------------- --------- -------------------------
Ringing ********* *********
Battery Backed Ringing Yes
Min Ring Voltage (ac Vrms 40 Vrms @ max loop length &
component) max REN load
Ring Voltage (dc VDC -75 to -21 VDC. -55 VDC
component) typical.
Ring Frequency Hz Type A Ringer: 17 to 23 Hz
(programmable) per FCC part 68.312
Type B Ringer: 15 to 68 HZ
per FCC part 68.312
REN Load (Max)
Type A [X] REN Where 1 REN load = 7000 ohms
Type B [X] REN
Table 2.1.6: ST 1056 FWT RF Characteristics
Category Range- Description
Units
-------------------- ---------- -------------------------
Functional ********* *********
IS-95-A CDMA Only
IS-98-A CDMA Only
Transmitter ********* *********
Reverse Link frequency MHz 824-849
range
Mobile Station Class Class III
Guaranteed Minimum RF mW 200 mW as defined by IS-98-A
power output section 10.4.5
Channel spacing MHz 1.25 MHz
Receiver ********* *********
Forward Link frequency MHz 869-894
range
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1056A 800MHZ FWT; ST1001A 1.9GHZ FWT Attachment C
Table 2.1.7: ST1001 FWT RF Characteristics
Category Range- Description
Units
--------------------- --------- -------------------------
Functional ********* *********
J-STD-008 (ST1001A) CDMA Only
J-STD-018 (ST1001A) CDMA Only
Transmitter ********* *********
Reverse Link frequency MHz 1850-1910
range
Mobile Station Class Class II
Guaranteed Minimum RF mW 200 mW as defined by J-STD-
power output 018 section 4.4.5
Channel spacing MHz 1.25 MHz
Receiver ********* *********
Forward Link frequency MHz 1930-1990 (ST 1001A)
range
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 1: ST1006AC Field Programming Kit Attachment C
1.1 Field Programming - ST1006C
The FWT is provisioned with the FWT-PDS. Parameters
which require programming before operation include the
Mobile ID, System ID, Network ID, and channel number
assignments. In addition, numerous parameters which
describe how the FWT behaves may be programmed if desired.
Table 1.1.1: FWT Programmer Port Characteristics
Topic of Description Range/Units Method or recommendation
----------------------- ------------- -------------------------
Physical Connection N/A RJ-12 to DB-9, Motorola
electronic programmer cable.
This kit includes a DB9 to
DB25 adapter.
Communications Protocol Asynchronous RS-232 N81
Communications Data 19.2 Kbps
Rate using PDS
Communications Data -8 Kbps
Rate using IS-99 based
OTASD2
Time for PDS to prepare Minutes Dependent on computing
software upgrade file platform speed and available
for local or remote memory it will take from 3
upgrade. to 20 minutes to preprocess
the file.
Typical Time to Upgrade Minutes Less than 15 minutes when
FWT Operating Software done locally. Approximately
[X] when done remotely using
Over-The-Air Software
Download.
Visual Indicators while Yes SERVICE LED:
upgrading (LED's) - Blinks with a 75%
cadence while a software
codeplug download is in
process and the FWT see's
service.
- Blinks with a 25%
cadence while a software
codeplug download is in
progress and the FWT does
not see service.
Time to Provision Minutes Less than 5 minutes when
(excluding upgrade of done locally.
operating software).
Programmer Version Version FWT-PDS V2.10 is backward
2.1 or compatible with the ST1000A
later.
Note 1: When using the Motorola electronic programmer cable, RTS
and DTR must be asserted high and low respectively in
order for the cable to function properly.
Note 2: OTASD requires OPTIONAL infrastructure/network support.
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 3: STKF4001A Digital Data Cable Attachment C
2.4 Connectors:
2.4.1 Connector A
2.4.1.1 Body material: Natural polycarbonate UL
94V-2 rated\
2.4.1.2 Contact: Phosphor bronze, plated with
0.76 to 1.27 x E-3 MM (30 to 50 micro-
inches) gold over 1.27 to 3.81 x E-3 MM (50
150 micro-inches) nickel.
2.4.1.3 Overmold material: PVC, black color.
2.4.2 Connector B
2.4.2.1 Body material: Nylon, flame retardant,
94V-O rated, glass filled, black.
2.4.2.2 Shell material: Steel, zinc plated and
yellow chromated.
2.4.2.3 Contacts: Beryllium copper or phosphor
bronze, plated with 0.76 to 1.27 x E-3 MM
(30 to 50 micro-inches) gold over 1.27 to
3.81 x E-3 MM (50 to 150 micro-inches)
nickel in contact area, plating in solder of
contact to be in tin lead.
2.4.2.4 Overmold material: PVC, black color.
2.4.2.5 Motorola logo shall be molded in. The
maximum height of the logo embossment shall
be 0.8 MM. The minimum overall dimension of
the logo shall be 5 MM. The placement,
size, and color of the logo shall comply to
Motorola identity guidelines.
2.5 Cable
2.5.1 Jacket material: PVC, black color, matte finish
2.5.2 Conductor: 30 AWG3 conductors of tin plated copper.
2.6 Insulation resistance: 500 ME60HMS minimum between any
two conductors, after one minute electrification at 100
VDC.
2.7 Voltage breakdown: shall withstand 500 VRMS, 60 Hz, for
one minute between any two conductors.
3.0 Performance Requirements:
3.1 Environmental
3.1.1 Operating temperature range: [X]
3.1.2 Storage temperature range: [X]
3.1.3 Humidity range: [X] relative humidity
All information is provided on a Non-Disclosure, limited
distribution basis.
Item 4: STNN4003A Lead Acid Battery Attachment C
Internal Battery ********** ***********
--------------------- ----------- ---------------------------
Battery Type 12V, 2 Ahr Sealed Lead-Acid
Mechanical Polarity Yes Polarized connector
Reversal
Recharge time 20 hr Max 90% charged at 00X, xxxxxxx
xxxx, xxx xxxxxxx
Xxxxxxx Talk Time 2 Hour Min Using fully charged battery,
nominal link power, and 0.42
VAF.
Battery Standby Time 4 Hour Min Using fully charged battery
and non slotted mode
operation. At the end of 4
hours of standby, battery
reserves will support a
single call with a VAF of
0.42 for 3 minutes duration.
Battery Standby Time 8 Hour Min Using fully charged battery
and using slotted mode
operation. At the end of 8
hours of standby, battery
reserves will support a
single call with a VAF of
0.42 for 3 minutes duration.
Low/Dead Battery Yes Blinking Power LED/Blinking
Alarming Red LED
ATTACHMENT D
Motorola - Buyer
POLICY FOR THE USE OF
MOTOROLA NAME/TRADEMARKS
AND PRODUCT DESCRIPTIONS
I. USE OF THE MOTOROLA NAME/TRADEMARKS
1. Telular shall make no reproduction of the Motorola xxxx, the
Motorola logo, the stylized M design logo or any stylized
version of the Motorola name.
2. Other than as outlined below, Telular shall make no use of the
Motorola name.
II. PRODUCT PROMOTIONAL LITERATURE
1. In any Telular Fixed Product promotional literature which is
used in connection with Product(s) supplied by Motorola,
Telular may use the following:
This unit is manufactured by Motorola, Inc.
2. When such information statement is used, it shall not be more
prominent than Telular's name and company information.
III. WRITTEN RESPONSE TO BIDS, PROPOSALS, TENDERS
When Telular is required by bid specifications or written
indication from end-user and/or equipment purchasers to
divulge the manufacturer of components within the Telular
Fixed Product, Telular may state that Motorola is the
manufacturer of the fixed product and provide the
Specifications contained in Attachment C.
IV. ADVERTISING. PRESS RELEASES
1. As part of advertising in trade publications of specific
Motorola Product(s) manufactured for Telular under this
Agreement, Telular may use the Motorola name in the manner
outlined in Paragraph II (above), but Telular may not use the
Motorola logo or trademark, or stylized M design logo, or
any stylized version of the Motorola name..
2. Apart from the above, Telular is not authorized to use the
Motorola name, logo, trademark, or stylized M design logo,
in any media advertising or press releases without the express
written consent of Motorola on a case-by-case basis.
V. CUSTOMER PRESENTATIONS
Telular may use the Motorola name in Customer presentations
provided that reference to Motorola is limited to the sentence
highlighted in Paragraph II (above).
ATTACHMENT E
Motorola - Buyer
UNIT FORECASTING PROCESS - TELULAR/MOTOROLA
The following procedure will be used by Telular to forecast, order and
pay for the Product. The process is designed to allow for the
greatest flexibility possible in maintaining customer delivery
requirements.
1. The central handling point for all scheduling and ordering will
be the Director of Purchasing at Telular. This person, or his
designee, will be responsible for compiling and coordinating all
ordering activity with Motorola on a monthly basis.
2. By the tenth of each month, Telular will provide a firm order
quantity for the following month's requirements for the Products.
Also, a forecast for three additional months will be provided at the
same time.
3. Unless otherwise agreed, the firm order quantity will not vary
from what had been forecasted for that month on the previous month's
schedule by more than [X]. Forecasted months two and three will not
vary by more than [X] from the previous schedule's month three and
four. The fourth month on each schedule is open.
4. Telular, will review all the order quantities in relation to the
previous forecast and advise if any changes are necessary. This
review will be completed by the tenth of the month, in time for the
orders to be placed. Orders will specify quantity and planned
destination, if units are to be drop shipped. If with respect to any
purchase order placed for Products, Telular give notice of
cancellation less than [X] days prior to the scheduled ship date,
Telular shall be charged a cancellation fee of [X] of the purchase
price of the affected Products.
5. Orders will be sent to Telular's designated Motorola sales
representative at, Motorola Inc., NSS, 0000 Xxxx Xxxx, 0xx Xxxxx.
XX00, Xxxxxxx Xxxxxxx, XX 00000.
6. The Product will then be shipped directly from Motorola to
Telular at 000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxx Xxxx, XX 00000 or drop
ship destination; with invoicing sent to Telular, at such address.
Telular is ultimately responsible for timely payment of invoices.
7. Telular will provide a yearly forecast on request with reasonable
notice from Motorola. Motorola commits to the following factory
delivery schedule.
FACTORY DELIVERY SCHEDULE
Quantity Forecasted Product Non-Forecasted
Product
--------- ------------------ --------------------
[X] [X] [X]
[X] [X] [X]
[X] [X] [X]
NOTE: LEAD TIMES REPRESENT DELIVERY TIMING AFTER ORDER ENTRY DATE
