Exhibit 10.12
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[ * ] = Information redacted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.
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November 17, 2000
STRATEGIC ALLIANCE AGREEMENT
The terms contained herein, along with the attachments and exhibits constitute
an agreement ("Agreement") made this 17th day of November, 2000, (the "Effective
Date") between Riverstone Networks, Inc., a Delaware corporation with its
principal place of business at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, XX
00000, U.S.A., and its subsidiaries (collectively "Riverstone") and Tellabs
Operations, Inc., a Delaware corporation, with its principal place of business
at 0000 Xxxxxxx Xxx., Xxxxx, Xxxxxxxx 00000 and its Affiliates (collectively
"Tellabs").
1. DEFINITIONS:
1.1. AFFILIATES shall mean an entity that directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with the Party specified.
1.2. END USER shall mean the ultimate customer that purchases Products for its
internal use, or for use in a network which provides services to others,
from Tellabs or a Reseller.
1.3. BUSINESS DAYS shall mean week days excluding the United States holidays of
Xxxxxx Xxxxxx Xxxx Day, Presidents' Day, Memorial Day, Labor Day, Columbus
Day and Thanksgiving Day and the days of January 1st, July 4th and
December 25th when those days are on or are celebrated on weekdays.
1.4. EXHIBITS to this Agreement are:
Exhibit A Products & Prices
Exhibit B Re-branding Specifications
Exhibit C Minimum Purchase Obligations
Exhibit D Technical Support Guidelines
Exhibit E Software License Terms
Exhibit F Initial Product Roadmap
Exhibit G Process for Modifications
1.5. INTELLECTUAL PROPERTY RIGHTS shall mean all patents, copyrights,
trademarks, trade secrets, mask works and other intellectual property
rights relating to a Product.
1.6. LICENSED SOFTWARE shall mean Riverstone software, together with related
documentation and media that is supplied separately from a hardware
Product.
1.7. TELLABS BRANDS shall mean the trademarks, tradenames, brands or other
product designations that are owned or licensed by Tellabs and under which
Tellabs will resell Products.
1.8. ORDERS shall mean purchase orders for Products submitted to Riverstone by
Tellabs under the terms of this Agreement.
1.9. PARTIES shall mean Riverstone and Tellabs.
1.10. PRODUCTS shall mean the re-branded Riverstone hardware products and
Software that are listed on Exhibit A to this Agreement, and shall also
include any enhancements thereto or replacements or functional equivalents
thereof which are developed by Riverstone. Riverstone products other than
the Products will be made available to Tellabs for sale under a separate
reseller agreement.
1.11. PRODUCT SPECIFICATIONS shall mean Riverstone's published specifications
for the Products current on the date Riverstone accepts Tellabs' Order and
any additional specifications agreed to by the Parties in writing.
1.12. RESELLERS shall mean entities authorized by Tellabs to resell Products.
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1.13. RETURN MATERIAL AUTHORIZATION OR "RMA" shall have the meaning set forth
in Section 8.3.2.
1.14. SOFTWARE shall mean Licensed Software and software (firmware)
incorporated in hardware Products.
1.15. SOFTWARE UPGRADES shall mean new versions of Software with enhanced
features or performance characteristics.
1.16. SOFTWARE UPDATES shall mean bug fixes, corrections or other modifications
to Software which do not add enhanced features or performance
characteristics.
1.17. TERRITORY - Unless otherwise specified or agreed by the Parties, the
Territory is worldwide.
1.18. WARRANTY PERIOD - Unless otherwise agreed by the Parties, the Warranty
Period shall be [ * ] from the date the Product is delivered to the End
User.
2. RELATIONSHIP:
2.1 APPOINTMENT - Riverstone appoints Tellabs as a non-exclusive reseller of
the Products to be resold under Tellabs Brands to End Users and Resellers
under the terms of this Agreement. The Products eligible for purchase and
resale or license by Tellabs under this Agreement are listed on Exhibit A.
2.2 RELATIONSHIP REVIEWS - Riverstone and Tellabs will conduct reviews of
their relationship and performance under this Agreement at least twice
during each year following the Effective Date. These reviews will
consider, among other things, new products, Product Specifications, and
Tellabs' Product forecasts, purchases and payments under this Agreement.
3. TELLABS RESPONSIBILITIES:
3.1. Product Forecasts - On or before ninety (90) days after the Effective Date
and during the first week of each calendar month thereafter, Tellabs shall
provide Riverstone with a forecast of Tellabs' expected demand for each
Product to be purchased and delivered during each month of the subsequent
twelve (12) month period.
3.2 FIRM ORDERS - The Product forecasts for the first three (3) months of each
twelve (12) month period shall constitute firm Orders for Products under
this Agreement.
3.3 EXCESS INVENTORY - Tellabs agrees to purchase from Riverstone all
inventory, including work-in-progress and finished goods, reasonably
purchased by Riverstone pursuant to Tellabs firm Orders as defined in
Section 3.2 which are held by Riverstone for at least [ * ] and which
Riverstone has not been able to use in other products or which Riverstone
does not reasonably foresee using in Tellabs's products within the next [
* ]. Riverstone agrees to use reasonable efforts to use any excess
inventory in its other products, including but not limited to the Products
under this Agreement.
3.4 MINIMUM PURCHASE REQUIREMENTS - Subject to the terms of Exhibit F hereof,
Tellabs agrees to purchase and shall submit Orders to meet the minimum
Product purchase requirements for each quarter following the Effective
Date, as reflected in Exhibit C to this Agreement, subject to Section 3.5
below.
3.5 FAILURE TO MEET MINIMUM PURCHASE REQUIREMENTS - Subject to the terms of
Exhibit F hereof, within thirty (30) days after the end of each quarter in
which Tellabs fails to meet the minimum purchase requirement, Tellabs
shall [ * ] during such quarter, with the following exceptions: (i) [ * ]
will be due in the first quarter in which Tellabs fails to meet the
minimum, if Tellabs exceeds the minimum volume commitment in the next
quarter by [ * ]; (ii) if Tellabs exceeds the minimum purchases in any
quarters, [ * ] can be applied to meet up to [ * ]; and (iii) if Tellabs
misses the minimum volume commitment in a quarter [ * ] up to [ * ] may be
[ * ]. "Actual purchases" shall mean all accepted Orders for shipment
during the indicated quarter ( whether or not actually shipped by
Riverstone). The penalties set forth in this Section 3.5 shall be
Riverstone's sole remedies for Tellabs' failure to meet the minimum
purchase commitments.
3.6. GENERAL ROUTER OPPORTUNITIES - Tellabs agrees to first consider
Riverstone's product line prior to considering other third party products
in any situation in which Tellabs considers reselling or otherwise
recommending to a customer for sale, a product with advanced routing
features. In such situation, special consideration will be given to
Riverstone unless Riverstone is unable to deliver a product capable of
providing the required capabilities at the required price point.
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3.7. MARKETING/DEVELOPMENT COMMITMENTS - Tellabs agrees to commit at least
[ * ] to the marketing of the Products in [ * ]. Riverstone agrees to
commit at least [ * ] to the development of CMTS Products for Tellabs in
[ * ].
4. PRODUCTS AND PRICING:
4.1 PRODUCTS - Products shall include any product introduced by Riverstone
during any term of this Agreement that enhances or is the functional
equivalent or replacement for any Product.
4.2 NEW PRODUCTS - New products may be added to Exhibit A and become Products
by written agreement of the Parties, provided however that the Products
referred to in Section 4.1 shall automatically be added to Exhibit A.
4.3 PRODUCT DEVELOPMENT - Except as otherwise provided in this Agreement,
including but not limited to in the provisions of Exhibits F and G hereto,
product development and manufacturing for the Products will be performed
by Riverstone. In the event that Tellabs proposes new versions of line
cards for the Products that Riverstone declines to develop, Tellabs will
have the right [ * ]. Riverstone agrees that modifications requested by
Tellabs may require software modifications, both in line card and in non-
line card software. Riverstone will have the first right to perform the
development of new Product line cards that are [ * ]. Tellabs will have
the right to develop new line cards for installation into the Products,
other than a [ * ], that are substantially based upon [ * ]. The parties
will follow the procedures set forth in Exhibit G and will develop
mutually agreed procedures that ensure that developments by Tellabs are
adequately tested and integrated into the Products.
4.4 MANUFACTURING - Except as set forth herein or as otherwise expressly
agreed, Riverstone will manufacture the Products. Tellabs will be entitled
to manufacture line cards when it has [ * ]. Any line cards manufactured
by Tellabs will require a license fee as well as the purchase of the
backplane ASICs. Riverstone agrees to sell the backplane ASICs to Tellabs
at [ * ]. The license fee will be agreed upon [ * ] of the Tellabs' net
discounted selling price of the card. The license fees paid to Riverstone
will not be included in the calculation of "actual purchases" pursuant to
Sections 3.4 and 3.5. Riverstone will not be obligated to provide service
or support for any line cards manufactured by Tellabs, other than Third
Level Support for the backplane ASICs and related software provided by
Riverstone.
4.5 WITHDRAWAL OF PRODUCTS - Riverstone shall have the right to cease
production and withdraw any Product from Exhibit A, subject to the last
sentence of this Section 4.5, provided Riverstone gives Tellabs a written
"Product Withdrawal Notice" at least six (6) months prior to the effective
date of the withdrawal. Tellabs may, within sixty (60) days after receipt
of a Product Withdrawal Notice, submit a single, non-cancelable "Last Buy"
Order for the affected Product prior to the Effective Date of the
withdrawal. Riverstone shall not be obligated to accept any Last Buy Order
which exceeds one hundred and fifty (150%) percent of the Product units
that Tellabs ordered during the twelve (12) month period prior to the date
of the relevant Product Withdrawal Notice. Riverstone agrees not to cease
production of any Product as long as [ * ].
4.6 SOFTWARE AND FIRMWARE - All Licensed Software and Software incorporated in
any Product shall not be sold but shall be provided to Tellabs and its
customers subject to a use license. Tellabs may license Software Upgrades
to Products for distribution to End Users upon payment of the applicable
Software Upgrade license fee.
4.7 RE-BRANDING OF PRODUCTS - The re-branding specifications for each Product,
including external color and markings are set forth in Exhibit B to this
Agreement. No changes to the re-branding specifications shall be effective
unless contained in a written amendment to this Agreement executed by
authorized representatives of each Party. In full consideration for
Tellabs' portion of the expenses to be incurred by Riverstone in
satisfaction of the re-branding specifications set forth in Exhibit B,
Tellabs shall make a nonrefundable payment of [ * ] to Riverstone within
thirty (30) days of the execution of this Agreement.
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4.8 PRODUCT MODIFICATIONS - In the event Riverstone intends to modify a
Product Specification affecting its form, fit, interoperability or
function, subject to the last sentence of this section, Riverstone shall
notify Tellabs of the modification in writing no later than six months (6)
months prior to the effective date of the modification. Based upon
information from Tellabs, Riverstone will make reasonable efforts to
mitigate the impact of any modification on Tellabs, including
consideration of changes to the modification and allowing Tellabs to make
a final purchase of the unmodified Products, provided that Riverstone
shall retain the sole right to make the final decisions whether to make
such modification. Orders for any final purchase of unmodified Product
shall be placed within sixty (60) days after the date of the notice. for
delivery prior to the effective date of the modification. Riverstone
agrees not to cease production of the unmodified version of any Product as
long as [ * ].
4.9 PRICES - During the term of this Agreement, Tellabs may purchase Products
at prices no greater than those described in Exhibit A to this Agreement.
The prices set forth in Exhibit A shall at all times be [ * ]. All dollar
amounts referred to in this Agreement are United States dollars.
4.10 PRICE CHANGES - Upon the written request of either Party, the Parties
shall meet, within at least 60 days of the date of such notice, to
consider and negotiate in good faith requested changes in Product prices.
4.11 PRICE DECREASES - In the event Riverstone determines to lower the price of
a Product, the price decrease shall apply to all Products on order by
Tellabs but not shipped as of the effective date of the decrease.
Riverstone acknowledges that market pressures may require that Riverstone
reduce its prices in order to make the selling price for the Products
competitive.
4.12 PRICE TERMS - Prices for all Products are F.O.B. the shipping dock of the
manufacturing facility at which the Products were produced or Riverstone's
distribution facility, with Tellabs fully responsible for all costs of
transportation, insurance, taxes, customs duties, landing, storage and
handling fees, and documents or certificates required for exportation or
importation.
4.13 QUALITY ASSURANCE AND FIRST ARTICLE INSPECTION - Products shall be
manufactured by or for Riverstone in facilities that meet EN ISO 9001 or
EN ISO 9002 standards. Riverstone will provide Tellabs, with up to 5 units
of each Product ("First Articles") for inspection and testing to verify
the Product's workmanship and conformance to its functional
specifications. Within 90 days after its receipt of each First Article,
Tellabs shall either: (i) provide Riverstone written notice of approval
for volume shipment; or (ii) return the First Articles and provide
Riverstone with a detailed failure report. In the event of a failure,
Riverstone will use commercially reasonable effort to correct any problems
found and provide the Tellabs with an upgraded First Articles for
inspection and testing pursuant to this Section. After Tellabs has
approved volume shipment, any Product failure shall be dealt with pursuant
to the terms of Article 8 of this Agreement. [ * ]
5. ORDERING & SHIPMENT:
5.1 PURCHASE ORDERS - All Product Orders from Tellabs shall be dated and
reference the contract number of this Agreement. No additional or
different terms on the face or reverse side of any purchase order, or in
any written communications from Tellabs shall supercede or amend the terms
of this Agreement, unless such terms are agreed upon in advance, set forth
in writing and signed by an authorized representative of each Party.
5.2 ISSUANCE AND ACCEPTANCE - Each Order shall contain: (i) a complete list of
the Products to be purchased specifying quantity, type, description and
price; (ii) shipment and delivery instructions; and (iii) any special
terms and conditions agreed to in writing by the Parties. Riverstone
agrees to receive Orders placed by Tellabs via electronic document
transfer, facsimile, or hard copy only. Verbal or telephone orders must be
followed promptly by one of the transmission means described above. All
Orders are subject to acceptance by Riverstone, and Riverstone may reject
Orders in its reasonable discretion, provided however that (i) firm Orders
are deemed automatically accepted by Riverstone and Riverstone shall not
have the discretion to reject a firm Order given pursuant to the Tellabs
forecast, subject to subsection (ii) hereof; and (ii) increases to firm
Orders placed by Tellabs, whether in a forecast or not, are subject to
acceptance by Riverstone. Notwithstanding the foregoing,
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Riverstone shall not be obligated to accept more than $2 million of
Products from the first three (3) months of the first forecast received
from Tellabs after the Effective Date.
5.3 RIGHT TO RESCHEDULE - Tellabs may reschedule the date of the shipment of
any Order once without penalty provided that Riverstone receives written
notice at least thirty (30) days prior to the scheduled shipment date
requesting shipment on a date within ninety (90) days after the original
shipment date.
5.4 DELIVERY SCHEDULE - Riverstone will deliver all Products in accordance
with the Product delivery date specified in the Tellabs' Order as accepted
by Riverstone, provided that Riverstone reserves the right, at its sole
discretion, to make partial shipments. When Products or component parts
are in short supply, or on an industry wide allocation, Riverstone will
allocate its available inventory and make deliveries on an equitable basis
that takes into account Tellabs' expected contribution to Riverstone's
revenue. Provided that the allocation complies with the foregoing standard
then the allocation shall be made without liability to Tellabs on account
of the method of allocation chosen or its implementation. Tellabs shall be
relieved of any obligation to purchase Products or to pay penalties to the
extent of any such allocation.
5.5. QUANTITIES - Products must be ordered for shipment in quantities no less
than those shown on Exhibit A to this Agreement.
5.6. NO RIGHT OF RETURN - Tellabs shall have no right to return except as
provided in Section 8 and Riverstone shall have no obligation to
repurchase Products sold under this Agreement.
5.7. CARRIER & RISK OF LOSS - Products will be shipped by the carrier
designated in writing by Tellabs. In the absence of specific shipping
instructions from Tellabs, Riverstone may designate the carrier. In no
event, however, shall Riverstone be liable for the shipment, nor shall the
carrier be deemed to be an agent or representative of Riverstone. Title to
Products and risk of loss shall pass to Tellabs upon Riverstone's delivery
to the designated carrier.
5.8. PACKING - Products shipped by Riverstone will be packed and packaged
according to Riverstone's then current packaging methods. Special
packaging or packing requirements shall be quoted by Riverstone and
mutually agreed to in advance.
6. SOFTWARE LICENSE TERMS:
6.1 LICENSE GRANT - Riverstone hereby grants Tellabs a nontransferable (except
to End Users in compliance with the terms hereof), nonexclusive license to
use and distribute Software solely for use by End Users in and in
connection with their use of Products.
6.2 PROTECTION OF SOFTWARE - Tellabs agrees not to modify, decompile or
disassemble Software except as expressly permitted by applicable law or
the terms of this Agreement and agrees not to lend, rent, lease,
sublicense, or otherwise transfer Software in any form to any person
except in accordance with this Agreement. Tellabs will use its best
efforts to protect Software and any copies or portions thereof from
unauthorized reproduction, publication, disclosure or distribution.
6.3 DISTRIBUTION OF SOFTWARE PRODUCT - Licensed Software may only be
distributed subject to appropriate End-User software license terms and
conditions. Tellabs shall distribute and shall use all commercially
reasonable efforts to require Resellers to distribute Software pursuant to
a license agreement substantially in the form of the Exhibit E with every
copy of Licensed Sofware distributed under this Agreement.
7 PAYMENT:
7.1 PAYMENT TERMS - Riverstone's payment terms are net thirty (30) days from
the date of Riverstone's invoice, but in no event earlier than 20 days
after Tellabs actual receipt of the Products. Invoices may not be sent any
earlier than the date of shipment. Tellabs shall promptly pay all invoices
and amounts due and maintain satisfactory credit arrangements with
Riverstone. All payments shall be made in United States dollars.
7.2 DELINQUENCY - If Tellabs is delinquent in payment, Riverstone may refuse
to accept any new Orders, or may cancel or delay shipment on existing
Orders. Riverstone may also rescind Tellabs' credit terms and demand
payment on either a pre-paid or
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delivery basis. Unless there is a legitimate dispute concerning an
invoice, interest will accrue on delinquent amounts at the lesser of the
maximum rate permitted by law or one and one half percent (1 1/2 %) per
month from the due date.
8 WARRANTY TERMS:
8.1 PRODUCT WARRANTY - Riverstone warrants that Products purchased under this
TellabsAgreement will conform to the Product Specifications applicable as
of the date of Tellabs' Order throughout the Warranty Period.
8.2 REPAIR OR REPLACEMENT - Riverstone shall use commercially reasonable
efforts to, at its option, repair, replace or issue a credit equal to the
purchase price for Products that fail to meet the applicable Product
Specifications during the Warranty Period.
8.3 RETURN, REPAIR OR REPLACEMENT PROCEDURES - Products shall be returned for
repair or replacement as follows:
8.3.1 Tellabs shall pay all transportation charges for Products returned
to Riverstone under these product warranty terms. Riverstone will
pay all transportation charges back to the Tellabs or End User. In
the event that no warranty repair or replacement is required,
Riverstone reserves the right to charge Tellabs for the
transportation incurred by Riverstone in returning the Product.
8.3.2 The return of all Products shall be controlled under a Return
Material Authorization ("RMA") system maintained by Riverstone.
Tellabs must obtain an RMA-number prior to returning any Products
to Riverstone and supply Riverstone with the following information:
(a) End User identification; (b) Product serial number; and (c)
information relating to the failure, including system setup and
other failure details.
8.3.3 Returned Products must be packaged and shipped to Riverstone using
packing materials sufficient to prevent either accidental opening
of the carton or damage to the Product resulting from normal
handling during shipment. Tellabs is responsible for shipping
charges. Riverstone will pay shipping costs and bear the risk of
loss of returning repaired or replaced Products to Tellabs.
8.3.4 If it is not possible to repair or rework the returned Products
within fifteen (15) Business Days, a replacement Product will be
shipped to Tellabs without cost. If reasonably requested by Tellabs
or its customers, Riverstone will provide repair reports for
repaired or reworked Products.
8.4 EPIDEMIC FAILURE: In the event that 5% or more of the shipments received
by Tellabs during any 30 day period are defective, an Epidemic Failure
situation will be deemed to exist. In such case, at Tellabs' option,
Riverstone will be obligated to replace 100% of that shipment and will
bear all costs associated with the field replacement of such units.
8.5 WARRANTY DISCLAIMER - EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER
WARRANTY, EXPRESS OR IMPLIED SHALL APPLY. RIVERSTONE SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Tellabs will notify all End Users and Resellers of the disclaimer of
implied warranties of merchantability and fitness for a particular purpose
and shall include such notice in all of Tellabs' agreements with End Users
and Resellers.
9. SERVICE
9.1 END USER SUPPORT - Tellabs shall provide all first and second level End
User customer support for Products, as defined below, in the same manner
Tellabs provides similar support for other products. Riverstone will
provide third level support, according to the Technical Support Guidelines
set forth in Exhibit D to this Agreement, solely to Tellabs's designated
engineering personnel who are trained in the technical operation of the
Product . As used herein: (i) First Level Support shall mean the provision
of general product information, configuration support, collection of
technical problem identification information and screening of
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customer support requests; (ii) Second Level Support shall mean First
Level Support plus problem isolation, defect determination and module or
Product replacement, lab simulation, interoperability testing and action
plan definition; and (iii) Third Level Support shall mean back-up
technical support by telephone and, where appropriate, the provision of
hardware and software "bug fixes" and work-arounds. Third Level Support
shall include visits to customer sites for problems which cannot be
resolved remotely.
9.2 TELLABS' EFFORTS - Tellabs shall use its best effort to resolve End User
support problem without Riverstone's assistance and insure that all
Product problems and technical inquiries are reported in a standard
format. Tellabs shall cooperate with Riverstone in identification of "bug
fixes" and work-arounds and the provision of Third Level Support.
9.3 TECHNICAL INFORMATION AND TRAINING - Riverstone will provide the initial
technical training set forth in Exhibit A [ * ]. In addition, Riverstone
will provide technical information and training with regard to each new
Product or Product modification to allow Tellabs to provide Level One and
Level Two Support. Unless otherwise agreed by the Parties, all training
shall take place at Riverstone's facility in Santa Clara, California.
Prices for training are set forth in Exhibit A. All costs and expenses of
Tellabs personnel in attending Riverstone training shall be borne by
Tellabs.
9.4 ADDITIONAL SUPPORT - Riverstone may agree to provide Tellabs with
additional maintenance services and support pursuant to a separate
agreement between the Parties.
9.5 NON-WARRANTY REPAIR - Non-warranty repair services for Products will be
provided by Riverstone at a designated Riverstone facility at the prices
set forth on Exhibit A under Riverstone's then standard terms and
conditions. Tellabs shall also be responsible for all associated freight
and insurance charges.
9.6 POST WARRANTY SERVICE AGREEMENTS - At Tellabss request, Riverstone may
agree to offer post-warranty service agreements for Products to End Users
on terms and conditions comparable to those in service agreements
Riverstone provides on comparable Riverstone branded products. These
agreements typically provide for hardware maintenance and Software Updates
and Software Upgrades.
9.7 SOFTWARE UPGRADES AND SOFTWARE UPDATES - Riverstone will provide Tellabs
with Third Level Support and all Software Updates and Software Upgrades
issued for Products during the term hereoffor distribution to End Users
who purchased Products during that period. Software Updates will be
provided [ * ]. Software Upgrades will be deemed to be Products and will
be ordered at the prices set forth on Exhibit A when and as ordered by the
End Users.
10. INTELLECTUAL PROPERTY:
10.1 OWNERSHIP - Except as expressly stated elsewhere in this Agreement,
nothing in this Agreement shall grant either party a license to use or any
other right, title or interest in any Intellectual Property Rights of the
other Party, and all such Intellectual Property Rights shall remain the
exclusive property of such Party or its licensors. Each Party acknowledges
that its unauthorized use or assertion of ownership of any Intellectual
Property Right of the other Party will cause such Party or its Affiliates
immediate and irreparable harm and shall entitle such Party or its
Affiliates to obtain injunctive relief. Ownership of and rights to use
modifications to the Products will be as set forth in this Agreement,
including but not limited to in Exhibit G hereto.
11. DURATION AND TERMINATION:
11.1 TERM - The initial term of this Tellabs Agreement shall be begin on the
Effective Date and shall end on December 31, 2003 unless earlier
terminated pursuant to the terms of this Agreement. This Agreement shall
automatically renew for additional one (1) year periods upon the same
terms and conditions as set forth herein unless, within not less than
thirty (30) days prior to the expiration of the then current term, either
Party should notify the other of its intent not to so renew, provided
however that Riverstone will not be entitled to elect not to renew the
Agreement term from January 1, 2004 through December 31, 2004 if Tellabs
has [ * ] during the twelve (12) month period beginning on November 1,
2002 and ending on October 31, 2003,
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and Riverstone will not be entitled to elect not to renew the Agreement
term from January 1, 2005 through December 31, 2005 if Tellabs has [ * ]
during the twelve (12) month period beginning on November 1, 2003 and
ending on October 31, 2004.
11.2 TERMINATION FOR CAUSE--This Agreement may be terminated upon the
occurrence of any of the following events: (i) by Riverstone, immediately
upon written notice, should Tellabs fail to pay any undisputed sums due
hereunder within ten (10) days of the due date thereof, or within five (5)
Business Days of receiving notice from Riverstone that the payment is
overdue, whichever is later; or (ii) by either Party should the other
Party commit a material breach of any obligation under this Agreement and
fail to cure such material breach within thirty (30) days after written
notice to the defaulting party (hereinafter the "Default Notice"); or
(iii) by either party, immediately, upon the insolvency of the other
party, the appointment of a liquidator, receiver, administrative receiver
or administrator. The failure by Tellabs to purchase the minimum
quantities set forth in Section 3.4 shall not be deemed to be a material
breach if Tellabs complies with the provisions of Section 3.5 by paying
the applicable penalties set forth therein.
11.3 EFFECTS OF TERMINATION - Upon any termination of this Agreement prior to
its expiration at the end of the term or any extension thereof due to
Riverstone's breach, Tellabs shall: (i) refrain from submitting additional
Product Orders; (ii) promptly pay for any Products which Tellabs has
ordered and which have been delivered but which have not yet been paid;
and (iii) require Riverstone, at Tellabs' sole discretion, to repurchase
at the invoice price all or any portion of the Products in Tellabs'
inventory. Tellabs shall pay all shipping charges for Products returned.
Upon any termination of this Agreement due to Tellabs breach, Tellabs
shall: (i) refrain from submitting additional Product Orders; (ii)
promptly pay for any Products which TELLABS has ordered and which have
been delivered but which have not yet been paid; and (iii) allow
Riverstone, at Riverstone's sole discretion, to repurchase all or any
portion of the Products in Tellabs' inventory at the invoice price.
Tellabs shall pay all shipping charges for Products returned.
Upon expiration of this Agreement at the end of its term or any extension
thereof as set forth in Section 11.1, Tellabs shall: (i) refrain from
submitting additional Product Orders; and (ii) promptly pay for any
Products which Tellabs has ordered and which have been delivered but which
have not yet been paid.
11.4 POST-TERMINATION SUPPORT - The termination or expiration of this Agreement
shall not relieve Riverstone of its Warranty obligations under Article 8
of this Agreement with regard to Products sold by Tellabs to End Users
prior to the date of termination, and Riverstone shall continue to provide
the technical support described Article 9 of this Agreement for one (1)
year following the date of termination.
11.5 TERMINATION AFTER CHANGE IN CONTROL - In the event of a sale of
substantially all of the stock or assets of Riverstone or an applicable
major division, unit or subsidiary of Riverstone ("Change in Control"),
the following rights will apply:
11.5.1 If the Change in Control is to [ * ] Tellabs will have the right,
exercisable no earlier than ninety (90) days and no later than one
hundred and twenty (120) days after the closing of the Change in
Control, to terminate this Agreement and to exercise the rights
set forth in Section 11.5.3 below for a period of one year from
the date of termination of the Agreement.
11.5.2 In the event of any other Change in Control, if there is a
material breach of the Agreement by Riverstone or its successor or
assignee after the Change in Control, Tellabs may elect to
terminate the Agreement for cause pursuant to Section 11.2 and to
also exercise the rights set forth in Section 11.5.3 below for a
period of one year from the date of termination of the Agreement.
11.5.3 In the circumstances described in Sections 11.5.2 and 11.5.3
above, Tellabs shall have the right to place orders for Products
as such products exist as of the date of termination on the entity
that has manufactured such products for Riverstone.
Notwithstanding any other provision of this Agreement,
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Riverstone shall not be required to provide any service or support
with regard to Products purchased by Tellabs from the manufacturer
pursuant to this Section 11.5.3.
11.5.4 Nothing in this Article 11 relating to the post-termination
obligations of the parties shall limit the remedies that either
Party may have in law or in equity.
12. CONFIDENTIAL AND PROPRIETARY INFORMATION:
12.1 DISCLOSURE OF INFORMATION - It is expected that Riverstone and Tellabs may
each disclose to the other proprietary or confidential information. For
purposes of the following, the Party disclosing the Confidential
Information is the "Discloser" and the Party receiving the Confidential
Information is the "Recipient".
12.2 CONFIDENTIAL INFORMATION_- "Confidential Information" shall mean any and
all information of the Discloser that is not generally known by others
with whom it competes or does business, and any and all information,
publicly known in whole or in part or not, which, if disclosed would
assist in competition against Discloser. Confidential Information includes
without limitation such information relating to: (i) the technical
specifications of the Products; (ii) the development, research, testing,
marketing and financial activities of the Discloser; (iii) the identity
and special needs of the customers or suppliers of the Discloser; and (iv)
the people and organizations with whom the Discloser has business
relationships and those relationships.
12.3 OWNERSHIP AND NON-DISCLOSURE - All Confidential Information acquired by
Recipient or its employees or agents shall remain Discloser's exclusive
property, and Recipient shall use its best efforts (which in any event
shall not be less than the efforts Recipient takes to ensure the
confidentiality of its own proprietary and other confidential information)
to keep, and have its employees and agents keep, any and all such
information and data confidential, and shall not copy or publish or
disclose it to others, or authorize its employees, or agents or anyone
else to copy, publish, or disclose it to others, without Discloser's prior
written approval, and shall return such information and data to Discloser
at its request. Recipient shall only use any Confidential Information in
connection with its performance under this Agreement.
12.4 EXCEPTION - The confidentiality provisions in this Section will not apply
to information which is or which becomes generally known to the public by
publication or by any means other than a breach of duty on the part of the
Recipient hereunder or is released by Discloser without restriction or is
released pursuant to judicial or governmental decree.
12.5 POST TERMINATION - Except to the extent necessary to fulfill ongoing
product support obligations or to exercise any rights granted hereunder
which survive termination or as otherwise provided herein, upon
termination or expiration, (i) Tellabs shall deliver to Riverstone all
material furnished by Riverstone which is deemed confidential hereunder
and shall not retain copies of the same, and (ii) Riverstone shall deliver
to Tellabs all material furnished by Tellabs, which is deemed confidential
hereunder and shall not retain copies of the same.
13. INTELLECTUAL PROPERTY CLAIMS:
13.1 INDEMNIFICATION BY RIVERSTONE - Riverstone shall defend, at Riverstone's
expense, any claim brought against Tellabs, its Resellers or End Users (a
"Claim Defendant") alleging that any Riverstone Product acquired or
licensed under this Agreement (or the underlying technology) infringes a
patent, copyright, trade secret, mask work right or any other intellectual
property right (hereinafter a "Claim"). Riverstone shall pay all costs and
damages awarded or agreed to in settlement, provided that the Claim
Defendant gave Riverstone prompt written notice of the Claim, reasonable
assistance and sole authority to defend or settle the Claim. Riverstone
shall obtain for the Claim Defendant, the right to continue using the
Product, or replace or modify the Product so it becomes non-infringing. If
the remedies set forth in the preceding sentence are not reasonably
available, Riverstone shall grant Tellabs a credit for the Product
Page 9
normally depreciated and have Tellabs return the Product to Riverstone.
Riverstone shall not have any liability if the alleged infringement is
based upon the use, license or sale of the Product in combination with
other products, including software not furnished by Riverstone if the use,
license or sale of the Product alone would not have constituted an
infringement. This is Riverstone's entire liability and Tellabs exclusive
remedy for intellectual property Claims.
13.2 REPRESENTATION AND INDEMNIFICATION BY TELLABS - Tellabs represents and
warrants that it is the owner or licensee of all Tellabs Brands and agrees
that Riverstone shall have no responsibility for the protection or
maintenance of Tellabs' rights in Tellabs Brands, provided that Riverstone
has used the Tellabs Brands only in strict compliance with the terms of
this Agreement. Tellabs shall hold Riverstone harmless from and defend, at
Tellabs' expense, any claim brought against Riverstone alleging that any
Tellabs Brand infringes the trademark, trade name or any other
intellectual property right of a third party (a "Brand Claim") provided
that Riverstone's use of the Tellabs Brands was in strict conformity with
the terms of this AGREEMENTS. Tellabs shall pay all costs and damages
awarded or agreed to in settlement, provided that the Riverstone gave
Tellabs prompt written notice of the Brand Claim, reasonable assistance
and sole authority to defend or settle the Brand Claim. Riverstone shall
not be entitled to use or distribute the Tellabs Brands or any product
bearing any of the Tellabs Brands except to Tellabs.
14. LIMITATION OF LIABILITY:
14.1 LIMITATION OF LIABILITY - IN NO EVENT SHALL EITHER PARTY OR ITS
AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES BE LIABLE TO THE
OTHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES
FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOSS OF DATA OR PROFITS OR ATTORNEY'S FEES, WHETHER CLAIMED BY
REASON OF BREACH OF WARRANTY, IN TORT OR OTHERWISE, AND WITHOUT REGARD TO
THE FORM OF ACTION IN WHICH SUCH CLAIM IS MADE.
15. DISPUTE RESOLUTION:
15.1 CONSULTATION AND REVIEW - The Parties shall make good faith efforts to
resolve all disputes arising under this Agreement through consultations.
If consultations are unsuccessful in resolving any dispute, either Party
may request a senior management review. Within ten (10) Business Days of
any such request, designated vice presidents of Riverstone and Tellabs
will meet in a mutually acceptable fashion to exchange relevant
information and attempt to resolve the dispute.
16. GENERAL TERMS:
16.1 COMMERCIAL USE- Riverstone shall not be responsible for any damages caused
by the use of Products in critical safety systems or nuclear facilities.
16.2 IMPORT AND EXPORT - Certain Products may be subject to export or import
control laws and regulations of the U.S. government and other governments.
Both Parties agree that they and their respective Resellers will comply
with those regulations at their expense whenever they export or re-export
controlled products or technical data obtained from the other Party or any
product produced directly from the controlled technical data. Each Party
shall hold harmless and indemnify the other Party from any damages,
including attorneys''' fees, and any government sanctions resulting to the
other Party from a breach of this Section.
16.3 UNITED STATES GOVERNMENT RESTRICTED RIGHTS - All Software shall be
licensed to End Users which are US governmental entities will be subject
to the following: "The enclosed Product (a) was developed solely at
private expense; (b) contains "restricted computer software" submitted
with restricted rights in accordance with section 52.227-19 (a) through
(d) of the Commercial Computer Software-Restricted Rights Clause and its
successors, and (c) in all respects is proprietary data belonging to
Riverstone and/or its suppliers. For Department of Defense units, the
Product is considered commercial computer software in accordance with
DFARS section 227.7202-3 and its successors, and use, duplication, or
disclosure by the government is subject to restrictions set forth herein."
Page 10
16.4 ASSIGNMENT - This Agreement is not assignable or transferable in whole or
in part by either party without the prior written consent of the other
party, provided however that either Party may assign this Agreement
without the other Party's consent, to any Affiliate, including a foreign
sales corporation, or to any person or entity which acquires substantially
all of the stock of such Party or the assets of such Party, or any
applicable major division, unit, or subsidiary of such Party, provided the
assignee agrees in writing to be bound by all of the terms and conditions
hereof. Either Party may subcontract its obligations under this Agreement
provided that such Party shall remain ultimately liable for the
performance of subcontractor.
16.5 CONFIDENTIALITY OF AGREEMENT - The Parties acknowledge and agree that the
terms of this Agreement are confidential, and may not be provided or
disclosed to third parties without the other Party's consent.
16.6 WAIVER AND SEVERABILITY - A Party's failure to enforce any provision of
this Agreement shall not be deemed a waiver of that or any other provision
of this Agreement. If any provision of this Agreement has been declared
illegal, invalid or unenforceable, the provision shall be construed to be
enforceable to the maximum extent permitted and, if not, shall be deemed
deleted from this Agreement, provided that if such construction or
deletion substantially alters the commercial basis of this Agreement, the
Parties shall negotiate in good faith to amend the provisions of this
Agreement to give effect to their original intent.
16.7 FORCE MAJEURE - Except in the case of the failure to pay any amounts due
hereunder, neither Party shall be liable for any damages or penalties for
delay in delivery nor for failure to give notice when such delay is due to
the elements, acts of God, acts of the other Party, acts of civil or
military authority, fires, or floods, epidemics, quarantine restrictions,
war, riots, strikes, lockouts or other labor disputeswhich are beyond the
reasonable control of the delayed Party. The delivery date shall be
considered extended by a period of time equal to the time lost because of
any delay that is excusable under this provision.
16.8 SURVIVAL - Appropriate provisions of this Agreement, including but not
limited to the following to the extent appropriate, shall survive the
expiration or termination of this Agreement: Definitions; Ordering and
Shipment; Software Terms; Payment; Warranty Terms; Intellectual Property;
Duration and Termination; Confidential and Proprietary Information;
Limitation of Liability; Import and Export; Confidentiality of Agreement,
Waiver and Severability and Laws. 16.9
16.9 LAWS -This Agreement shall be governed by the laws of the State of New
York, U.S.A., regardless of the laws that might otherwise govern under
applicable conflicts and choice of laws principles. Any Action against
either Party must be brought within twelve (12) months after the cause of
action arises.
16.10 RELATIONSHIP OF THE PARTIES - Except as expressly provided in this
Agreement, neither Party shall, or will hold itself out as, the
representative, agent, commission-sales agent, franchisee or employee of
the other for any purpose. This Agreement creates no relationship of joint
venture, franchise or partnership, and neither Party has any right or
authority to assume or to create any obligation or responsibility on
behalf of the other Party. All agreements relating to the sale of the
Products and Services provided by Tellabs to its customers are Tellabs'
exclusive responsibility. Each Party shall indemnify against and hold the
other Party harmless from, any and all claims, damages or legal
proceedings and associated costs of whatever nature, relating to the
performance by such Party of this Agreement arising out of the acts or
omissions of such Party, its employees, servants, Resellers or agents.
16.11 ENTIRE AGREEMENT - This Agreement, its Exhibits and attachments, including
all documents which are incorporated by reference, constitute the entire
and only understanding between the Parties. Unless otherwise provided
herein, no modifications to this Agreement shall be binding on either
Party unless made in writing and signed by duly authorized representatives
of both Parties. In the
Page 11
event of any conflict between this Agreement, and any Addendum, Exhibits,
or other attachments, the terms of this Agreement shall govern, unless the
Addendum, Exhibit or attachment specifically states that it is being
entered into notwithstanding a contrary term elsewhere, in which case the
Addendum, Exhibit or attachment shall govern.
16.12 THIRD-PARTY FINANCING - In the event Tellabs obtains financing in any form
whatsoever for the purchase of Products under this Agreement and there is
a conflict between the provisions of any such financing agreement and this
Agreement, the terms of this Agreement (other than Payment) shall govern.
16.13 NOTICES - Where electronic communication is available, Riverstone and
Tellabs may communicate with each other by electronic means. Riverstone
and Tellabs agree that when electronic communications are used, they are
the equivalent of written and signed documents except for Notices given
under this Agreement which if transmitted electronically, shall also be
sent via facsimile transmission (with a copy by U.S. mail or overnight
courier (signature required)). Notices shall be deemed effective upon
receipt or refusal to accept delivery. All such notices shall be in
English, shall reference this Agreement and shall be addressed as follows:
If to Riverstone:
Riverstone Networks, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, XX 00000 XXX
Attention: Chief Financial Officer
Facsimile Number: (000) 000-0000
With a copy to:
Riverstone Networks, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, XX 00000 XXX
Attention: Manager, Legal Department
Facsimile Number: (000) 000-0000
If to TELLABS:
Tellabs Operations, Inc. 0000 Xxxxxxx Xxxxxx, Xxxxx, Xx 00000
Attention: General Counsel
Facsimile Number: 000 000 0000
With a copy to:
Sr. Vice President and General Manager Broadband Access Group
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.
Riverstone Networks, Inc. TELLABS OPERATIONS, Inc.
By: /s/ Romulus X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------------- ------------------------------
Name: Romulus X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
-------------------------------- ------------------------------
Title: CEO Title: President
-------------------------------- ------------------------------
Date: 11/17/00 Date: November 17, 2000
-------------------------------- ------------------------------
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-----------------------------------------------------------------------------------------------------------------------------------
Tellabs/Riverstone Price List (Exhibit A)
-----------------------------------------------------------------------------------------------------------------------------------
First Article
Standard & Lab
Tellabs Tellabs Riverstone Transfer Equipment Riverstone Minimum
Module # Ordering # Part # Rev. Description Price Price List Price Quantity
-----------------------------------------------------------------------------------------------------------------------------------
RS 8000 and RS8600 Common Control
-----------------------------------------------------------------------------------------------------------------------------------
81.ABCD 77.ABCD G86-CHS "RS 8600. 16 slot base system,
including chassis, switch fabric module,
backplane and modular fan." [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G80-CHS "RS 8000. 8 slot base system,
including chassis, backplane and
modular fan" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G86-PAC AC Power Supply for the RS 8600. [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G86-PDC DC Power Supply Module for the RS 8600 [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G80-PAC AC Power Supply Module for the RS 8000 [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G80-PDC DC Power Supply Module for the RS 8000 [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-CM2-128 RS 8x00 Control Module 2 with
128 MB memory [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-CM3-256 RS 8600 Control Module 3 with
256 MB memory [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G86-SWF RS 8600 Switch fabric module.
One module ships with the base
system (RS-16). Order only if second
is required for redundancy. [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G86-FAN RS 8600 Fan Tray Module
(Field Replacement Unit) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G80-FAN RS 8000 fan tray module.
(Field Replacement Unit) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------------------------------------------------
RS 8000 and 8600 Ethernet Modules
-----------------------------------------------------------------------------------------------------------------------------------
G8M-GLHB8-02 2-Port 1000 Base-LLX (Long Haul)
Module via SC connector with
16MB Memory (70KM); Build to order. [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-GLXB9-02 2-Port 1000 Base-LX Module via
SC connector with 16 MB Memory [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-GSXB1-02 2-Port 1000 Base-SX Module via
SC connectors with 16 MB Memory [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-GTXB2-02 2-Port 1000 Base-T Module via
Category 5 RJ-45 with 16 MB Memory [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-HFXA1-08 "8 port 100 Base-FX module, MMF
SC ports, and 16 MB of memory
(supporting up to 2,000,000 flows
per RS system)." [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-HTXA2-08 "8 port 10/100 Base-TX module,
Cat 5 RJ-45 ports, and 16 MB of
memory (supporting up to 2,000,000
flows per RS system)." [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-HTXB2-16 16-Port 10/100 TX Module via
Cat 5 RJ-45 with 16 MB Memory [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
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[Confidential Treatment]
-----------------------------------------------------------------------------------------------------------------------------------
RS 8000 and 8600 WAN Modules
-----------------------------------------------------------------------------------------------------------------------------------
G8M-HSIAC-02 2 port HSSI module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-SECAC-04 4 port Serial module with compression [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-SCEAC-04 4 port Serial module with compression
and encryption. [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-DE1BM-04 "2-slot Multirate WAN Module for
RS 8x00, requires WICs to support
different interface rate (max of
2 per card). Support 4 DS1 with
2 WICT1-12" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
WICT1-12 2 ports T1 WAN Interface card [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-CT3BB-02 2-port channelized T3 line card
for RS 8x00 [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-A03BM-02 2 port ATM base module; requires
Physical Modules for connectivity
(2 per base module) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
AIC-67 1 port DS-3/T3 Physical Module (Coax) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
AIC-77 1 port E-3 Physical Module (Coax) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
AIC-21 1 port OC-3c MMF Physical Module;
SC connector [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
AIC-29IR 1 port OC-3c SMF-IR Physical Module;
SC connector [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-P03B1-04 4 port OC-3c/STM-1 Packet over
SONET/SDH MMF module; MT-RJ connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-P03B9-04 4 port OC-3c/STM-1 Packet over
SONET/SDH SMF-IR module;
MT-RJ connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-P12B1-02 2 port OC-12c/STM-4 Packet over
SONET/SDH MMF module; SC connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-P12B9-02 2 port OC-12c/STM-4 Packet over
SONET/SDH SMF-IR module; SC connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
"G8M-A12B1-02" 1 + 1 OC-12c/STM-4 ATM MMF module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-A12B9-02 1 + 1 OC-12c/STM-4 ATM SMF-IR module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
G8M-CMTSA-4x1 1 X 4 DOCSIS CMTS module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
TBD 1 X 6 DOCSIS CMTS module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
TBD 1 X 4 EURODOCSIS CMTS module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
TBD 1 X 6 EURODOCSIS CMTS module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
TBD Channelized STM-1 Module [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
[ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
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[Confidential Treatment]
-----------------------------------------------------------------------------------------------------------------------------------
RS 8000 and RS 8600 Software Items
-----------------------------------------------------------------------------------------------------------------------------------
SYS-PCM8 "RS 8x00 and 32000 8MB PCMCIA card
(ships with SYS-OS, second required
for redundant CM configuration)" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
SYS-MEM128 CM2 memory upgrade kit
(For CM2 series only) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
SYS-OS "RS Router Services: Include IP
Routing (RIPv2, OSPF,BGP),
QoS services. One required with
every RS chassis, shipped on PC card.
This price also applies to SW upgrades
that Tellabs may sell to
exiting customers." [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
RS 8000 and RS 8600 Cables
-----------------------------------------------------------------------------------------------------------------------------------
SYS-S449-DTE 3 meter 2 lead cable and 2 male RS449
DTE (male) connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
SYS-SV35-DTE 3 meter 2 lead cable and 2 male
V35 DTE (male) connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
SYS-SX21-DTE 3 meter 2 lead cable and 2 male
X21 DTE (male) connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
SYS-S530-DTE 3 meter 2 lead cable and 2 male
530 DTE (male) connectors [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
SYS-HSSI-CAB "3 meter HSSI cable,
male to male connector" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Additional Product Configurations
-----------------------------------------------------------------------------------------------------------------------------------
RS 2000 and RS 3000 and Associated Modules
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
RS 32000 and Associated Modules
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Page 16
[Confidential Treatment]
-----------------------------------------------------------------------------------------------------------------------------------
Additional non-Product Items
-----------------------------------------------------------------------------------------------------------------------------------
Riverstone Training
-----------------------------------------------------------------------------------------------------------------------------------
Tellabs One Tellabs-only 5-day training
Special #1 course at Riverstone facilities
for up to 12 employees.
(Includes EDU-BND-203 and EDU-CMTS) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
Tellabs One Tellabs-only 5-day training
Special #2 course at Riverstone facilities
for up to 12 employees.
(Includes EDU-BND-203 and EDU-CMTS)
(Price per Student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BAS-101 2-Day RS Switch Router
Architecture and Configuration
(Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BAS-102 2-Day RS Switch Router Layer
2 Features (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BAS-103 2-Day RS Switch Router
Layer 3 Features (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BAS-104 RS Web Switch (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BND-201 3-Day Combination of EDU-BAS-101
and EDU-BAS-102 (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BND-202 3-Day Combination of EDU-BAS-101
and EDU-BAS-103 (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-BND-203 "4-Day Combination of XXX-XXX-000,
XXX-XXX-000 and EDU-BAS-103
(Price per student)" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-ADV-201 Routing with OSPF for Service
Providers (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-ADV-202 BGP Peering with RS Switch Routers
(Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-ADV-203 Implementing Routing Policies with
RS Switch Routers (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-CST-100 "On-site training for 1-6 students
(Any content, customer provided
equipment) (Daily Charge)" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-CST-101 "On-site training for 7-12 students
(Any content, customer provided
equipment) (Price per student)" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-CST-102 Riverstone provided equipment and
set-up fee for any class.
(Fee per Class) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-CST-103 Customization Fee (Fee per Class) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-4DAY 4-Day RS Course on Basic and
Advanced Router Configuration
(Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-3DAY "3-Day RS course on OSPF, and
Basic and Advanced BGP
(Price per student)" [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
EDU-SJC-304 1-Day CMTS Module Training for HFC
Applications (Price per student) [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
Post-Warranty Services
-----------------------------------------------------------------------------------------------------------------------------------
- Riverstone will provide Post-warranty
services as direct time and material
charge. The time or labor charge
reflected here is per hour. [ * ] [ * ] [ * ] [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
Page 17
Exhibit B - Product Re-branding Specifications
Products
---------
1. Tellabs White Paint for Shelf with Tellabs Logo and Product Logo
2. Tellabs UL, FCC, CE and Regulatory Stickers
3. Tellabs Part Numbers and Names for all Module Labels
4. Tellabs Manufacturing Data (MAN) in Modules for List Equipment Commands and
Hardware Revisions
5. Tellabs FLASH Programming and Product Acceptance Test Stations for Tellabs
Factory
6. Tellabs MAC Addresses for Modules
7. Tellabs Serial Numbers on Modules and Shelves
8. Tellabs Software Version Numbers on all Software
9. Tellabs Prompts for CLI Screen
10. Tellabs Titles on all CLI Screens
11. Tellabs SNMP variables like the sysDescr and sysObjectID
12. Various Power Cords for Power Supplies Throughout the World
EMS-Related Product (CoreWatch)
--------------------------------
1. Tellabs Rename for Application
2. Tellabs Software Version Numbers
3. Tellabs Custom Help and Help Links to Web Sites
4. Tellabs Logos and Graphics Throughout
5. Tellabs Rename for Installation Program
6. Tellabs Names and Part Numbers Reference for Product and Modules
Product Packaging and Shipping
------------------------------
1. Tellabs Part Numbers and Revisions Listed on Shipping Labels/Boxes
2. Tellabs Module Boxes with Tellabs Logos
3. Tellabs Shipping Containers with Tellabs Logos
Page 18
[Confidential Treatment]
EXHIBIT C - MINIMUM PURCHASE OBLIGATIONS
Quarter MINIMUM PURCHASE COMMITMENT
------------------------------------------------------------------------
Nov. 1, 2000 - Feb 28, 2001 $2,000,000
------------------------------------------------------------------------
Mar. 1, 2001 - May 31, 2001 [ * ]
------------------------------------------------------------------------
June 1 2001 - Aug. 31, 2001 [ * ]
------------------------------------------------------------------------
Sept. 1 2001 - Nov. 30, 2001 [ * ]
------------------------------------------------------------------------
Nov. 30, 2001 - Feb. 28, 2002 [ * ]
------------------------------------------------------------------------
Mar. 1 2002 - May 31, 2002 [ * ]
------------------------------------------------------------------------
Target for [ * ], as defined in Exhibit F is [ * ]. If delivery of this product
is delayed [ * ], then between [ * ]and [ * ] TELLABS and Riverstone will work
together to resolve any customer issues that arise. If delivery of this product
is delayed beyond [ * ], subsequent quarterly volume commitments may, at
Tellabs' option, be pushed forward until product availability. If delivery of
this product is delayed beyond [ * ], Tellabs may, at its option [ * ] or
negotiate with Riverstone an equitable adjustment to future volume commitments
for the remainder of the term.
Target for [ * ], as defined in Exhibit F is [ * ]. If delivery of this product
is delayed beyond [ * ], subsequent quarterly volume commitments may, at
Tellabs' option, be pushed forward until product availability. If delivery of
this product is delayed beyond [ * ], Tellabs may, at its option [ * ] or
negotiate with Riverstone an equitable adjustment to future volume commitments
for the remainder of the term.
Target for [ * ], as defined in Exhibit F is [ * ]. If delivery of this product
is delayed beyond [ * ], subsequently quarterly volume commitments may, at
Tellabs' option, be pushed forward until product availability. If delivery of
this product is delayed beyond [ * ], Tellabs may, at its option [ * ] or
negotiate with Riverstone an equitable adjustment to future volume commitments
for the remainder of the term.
Target for [ * ], as defined in Exhibit F, is [ * ]. If completion of
qualification occurs later than [ * ], up to one-half of each of the subsequent
quarterly volume commitments may, at Tellabs' option, be pushed forward until
the qualification process is complete. If completion of qualification is delayed
more than [ * ] beyond [ * ], Tellabs may, at its option [ * ] or negotiate with
Riverstone an equitable adjustment to future volume commitments for the
remainder of the term.
Page 19
[Confidential Treatment]
EXHIBIT D - TECHNICAL SUPPORT GUIDELINES
NATURE OF TECHNICAL SUPPORT - During the term of this Agreement, Riverstone will
assist TELLABS in the identification and resolution of Product performance
problems and errors. Riverstone's technical support shall be Level 3 Support
to the TELLABS in connection with its support of its Resellers and End Users.
Level 1 Support and Level 2 Support shall be the sole and exclusive
responsibility of the TELLABS and its Resellers. Level 3 Support shall be
provided by Riverstone only to engineering personnel designated by the TELLABS
who are trained in the technical operation of the Product. Riverstone's support
will be provided in accordance with the following guidelines:
1. TECHNICAL SUPPORT
1.1 Availability - Riverstone shall provide Level 3 Support via telephone,
facsimile and electronic mail twenty-four hours per day, seven days per
week.
1.2 Response - TELLABS shall use reasonable efforts to attempt to resolve End
User support requirements for the Products. If TELLABS cannot successfully
resolve an issue within a reasonable period of time, Riverstone's technical
support staff will provide assistance. Riverstone will provide an initial
response to all TELLABS support requests within [ * ] (unless an earlier
response is required by Section 2 below), and TELLABS and Riverstone will
mutually agree, in good faith, what additional information or documentation
will be required for resolution of the problem. Riverstone will provide a
problem report form for TELLABS's use in reporting problems.
2. ERROR CORRECTION
2.1. Error Definitions - "Error" means a reproducible that causes a Product not
to function substantially in conformance with its specifications. Errors
are classified as follows:
Category 1: End User's network segment or management application is down or
experiencing a consistent, measurable performance impact with no immediate
resolution available.
Category 2: End User is experiencing intermittent failure, performance
degradation, or functionality of network or management applications.
Category 3: Issues that do not affect customer's normal network or
management application operation or questions concerning Product
functionality or usage.
2.2. Non-Emergency Technical Support - For End User or Reseller problems not
deemed by TELLABS to be an emergency, Riverstone will use its best efforts
to address and resolve the problems as quickly as practicable during normal
business hours. If a particular problem is not resolved within two (2)
Business Days following the initial call to Riverstone, technical support
managers and engineers for each Party, will discuss and work in good faith
to devise and implement a satisfactory resolution. Problems regarded as
non-emergencies include: (i) installation and operation problems, i.e.
routine questions that can be resolved by following documentation; and (ii)
deviations from documentation, omissions and known workarounds, i.e.
problems that cannot be resolved by following the documentation or result
from reasonable misinterpretation of the documentation.
2.3. Emergency Technical Support - Riverstone acknowledges that Category 1 and
Category 2 Errors should be resolved quickly. During the applicable
Warranty Period, Riverstone shall replace any defective Products or correct
Errors promptly following receipt of notice from TELLABS, not to exceed the
following:
. Riverstone shall provide an initial response to Errors reported by
TELLABS within [ * ] (Category 1) and within [ * ] (Category 2 and 3) and
TELLABS and Riverstone shall promptly agree in good faith to any
additional information and documentation that may be required to permit
Riverstone to resolve such errors. The error correction period begins
after TELLABS has enough information to profile the error and can
recreate the error or has access to a facility where the error can be
recreated. Initial response is defined as talking to a qualified Level 3
support engineer who initiates trouble-shooting.
. Riverstone shall use its best efforts to resolve Category 1 Errors within
[ * ] of receipt of notice of such Error.
. Riverstone shall use its best efforts to resolve Category 2 Errors within
[ * ] of receipt of notice of such Error.
. Riverstone shall use its best efforts to resolve Category 3 Errors within
[ * ] of receipt of notice of such Error.
Page 20
The prescribed Error correction periods above may be extended by agreement
of the Parties, e.g., if resolution of problem requires hardware
certification or test, or if resolution represents significant risk to the
primary Product functions.
2.4. Support Reports and Evaluation - Riverstone shall provide a reporting
mechanism by which TELLABS will regularly receive a detailed list of the
status of all Errors reported and resolved, including a list of
workarounds and bug-fixes. At least once during each calendar quarter, the
Parties shall hold management-level meetings to discuss improvements in
support.
3. TECHNICAL SUPPORT HOTLINE
TELLABS shall make all requests for technical support to the following hotline
telephone or facsimile number, or via the Internet to the address indicated:
Riverstone Technical Hotline contacts as follows:
Telephone No. 877 -RSN-TAC9
Facsimile No. 408-878-6920
Electronic Mail: support @xxxxxxxxxxxxx.xxx
Riverstone may change contact telephone numbers, facsimile numbers, or
Internet addresses on ten day's notice.
Page 21
EXHIBIT E
SOFTWARE LICENSE AGREEMENT
--------------------------
READ THIS AGREEMENT CAREFULLY NOW, BEFORE INSTALLING OR USING THIS ENCLOSED
SOFTWARE. YOU AGREE THAT BY OPENING THE PACKAGE, YOU HAVE AGREED TO COMPLY WITH
THESE LICENSE TERMS. (If you do not wish to enter into this Agreement, return
the Software with the seal intact to Tellabs for a refund or credit.)
1. DEFINITIONS
-----------
This Software License Agreement (the "Agreement") relates to the
CABLESPAN(TM) EMS software product included in this package, in machine
readable, object code form ("Software") and the accompanying user
documentation and software key included with the Software. These materials
are referred to as the "Licensed Materials." Licensed Materials do not
include source code.
All references to "System" mean Tellabs network management system. All
references to "Tellabs" mean Tellabs Operations, Inc., or its successor(s),
with a place of business at 0000 Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000. All
references to "Licensee" mean the owner of the applicable Network. All
references to "Network" mean the operating system owned by Licensee.
2. GRANT OF LICENSE
----------------
Tellabs grants to Licensee, and Licensee accepts from Tellabs, a non-
exclusive , non-transferable license to use the Licensed Materials at a
single site with and on a single workstation for purposes of managing a
single Network owned by Licensee. Licensee may make one archival copy but may
not otherwise copy the Software, use the Software concurrently with anyone or
copy the user documentation.
Licensee (i) acknowledges that the Software contains proprietary and
confidential information of Tellabs (or its licensor) and agrees to safeguard
its confidentiality; (ii) acknowledges that all copies of Software are the
property of Tellabs or its licensor; (iii) agrees to reproduce any copyright
notice or proprietary rights legends on the Software; and (iv) is prohibited
from reverse engineering, disassembling, modifying, adapting, translating or
otherwise obtaining source code from the object code version.
3. CONFIDENTIALITY
---------------
The Licensee acknowledges that the Licensed Materials furnished by Tellabs
hereunder are, and shall continue to be, proprietary property of and shall
constitute trade secrets of Tellabs or its licensor. The Licensee shall,
during the period of this Agreement, except to the extent the Licensed
Materials are in the public domain without breach of this Agreement, hold the
Licensed Materials in confidence for Tellabs, not disclose the Licensed
Materials to other parties, only permit use of the Licensed Materials by its
own employees in accordance with the terms hereof and inform such employees
of the terms and conditions of this Agreement.
4. LIMITED WARRANTY
----------------
Unless otherwise agreed to in writing by Tellabs, Tellabs warrants that the
Software will substantially conform to the Tellabs specifications for the
Software for a period of 90 calendar days from the date of shipment, provided
that the Software is used on the workstation and with the Network equipment
for which it was designed. Tellabs does not warrant that the functions
contained in the Software will operate in the specific combinations which may
be selected for use by the Licensee, or that the operation of the Software
will be uninterrupted or error-free, or that all errors will be corrected.
Tellabs will correct substantial program errors at no charge provided the
defective Software is returned to Tellabs during the warranty period. If
Tellabs is unable to correct such errors, Licensee may terminate this license
and return all copies of the Licensed Materials, and Tellabs will refund the
license fee. The user documentation is licensed "AS IS". This limited
warranty is void if failure of the Software has resulted from negligence,
accident, abuse or misapplication.
NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED EXCEPT AS SET FORTH HEREIN. ALL
OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY.
LICENSEE'S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING OUT OF ANY
DEFECTIVE SOFTWARE IS LIMITED TO REPAIR OR REPLACEMENT OF THE SOFTWARE DURING
THE WARRANTY PERIOD, AT TELLABS' OPTION, OR IF TELLABS IS UNABLE TO REPAIR
THE SOFTWARE, LICENSEE MAY BE ENTITLED TO A REFUND AS SPECIFIED HEREIN. UNDER
NO CIRCUMSTANCES WILL TELLABS BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO
LOSS OF PROFITS, LOSS OF USE OR LOSS OF DATA, WHETHER CAUSED BY BREACH OF
CONTRACT, NEGLIGENCE, OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL TELLABS'
LIABILITY EXCEED THE PURCHASE PRICE OR LICENSE FEE PAID BY LICENSEE FOR THE
SOFTWARE. IF YOUR JURISDICTION DOES NOT ALLOW SUCH LIMITATIONS AS WRITTEN,
THE PERMISSIBLE LIMITATIONS SHALL APPLY.
When Tellabs provides Licensee with any third party software ("Third Party
Software") pursuant to this Agreement, Tellabs shall first have obtained a
sublicense authorizing Tellabs to provide the Third Party Software to
Licensee for Licensee's use. Third Party Software shall be provided to
Licensee with the licenses, warranties, and indemnities provided to Tellabs
by the licensor of the Third Party Software. If such sublicense, warranty,
and indemnity rights are more restrictive than those provided herein with
respect to Tellabs products, Licensee's rights with respect to the Third
Party Software shall be limited to the more restrictive provisions.
Page 22
5. TERMINATION
-----------
Tellabs may terminate this Agreement at any time, upon written notice, if
Licensee breaches any of the terms hereof. Upon termination of this Agreement
or in the event of breach of this Agreement, Licensee shall discontinue its
use of the Licensed Materials and return the Licensed Materials (including
all copies) to Tellabs, or destroy all copies, at Tellabs' option.
6. GENERAL
-------
Nothing contained in this Agreement shall limit, in any manner, Tellabs'
right to change the Licensed Materials at any time without notice and without
liability. This Agreement shall not be assigned, transferred, or modified
except with the prior written consent of Tellabs. The Agreement shall be
construed in accordance with and governed by the laws of the State of
Illinois, excluding its conflict of laws provisions. This Agreement
constitutes the entire Agreement between you and Tellabs and supersedes any
and all prior agreements between you and Tellabs concerning the Software.
7. SOFTWARE KEY
------------
Attached as Appendix A is the software key for the Software. The Software
will not operate without the software key. Licensee is strictly prohibited
from disclosing or copying the software key. If Licensee fails to comply with
this restriction, the license granted hereunder will be void and this
Agreement shall terminate.
Page 23
[Confidential Treatment]
EXHIBIT F - PRODUCT ROADMAP
[ * ]
Page 24
Exhibit G
Process for Modifications
In the event of any conflict between the terms of this Exhibit G and the
terms of Section 4.3 of the Agreement the terms of this Exhibit G will
control.
1. Representatives from Riverstone and Tellabs (the "Product Committee") agree
to meet at the beginning of each calendar quarter during the term hereof to
discuss new features to be added to the Products and to modify the Product
Roadmap which will guide the development of the Products. The initial
Product Roadmap is attached as Exhibit F.
2. Tellabs shall have the right to develop new line cards for the Products,
other than a [ * ], that are [ * ]. Nothing will prohibit Tellabs from
independently developing a CMTS product or card (but not for integration
into the Product) provided that Tellabs does not use any Riverstone
confidential or proprietary information in such development.
3. Riverstone, either itself or through a third party, will [ * ] requested by
Tellabs, except those which Tellabs has elected to develop pursuant to
paragraph 2 above. Riverstone will notify Tellabs within 60 days of the date
the Product Committee submits the feature to Riverstone [ * ]. If Riverstone
[ * ], either itself or through a third party, the [ * ] be owned by
Riverstone, and subject to paragraph 4 below, Riverstone will be free to
make the [ * ]. If Riverstone does not [ * ] within the 60 day period, then
Tellabs can:
(i) If the feature is a software feature, [ * ]. This software feature will
not be sold to any other customer for [ * ] after general availability
of the feature, provided however that if [ * ] takes 6 or more months,
the period [ * ] will be one (1) year. This software feature will [ * ]
by Riverstone and Tellabs.
(ii) If the feature requires a new line card, [ * ]. This line card will
[ * ]. Nothing will prohibit Riverstone from independently developing a
comparable or equivalent feature or line card provided that Riverstone
does not use any Tellabs confidential or proprietary information in
such development.
4. Certain of the features requested by Tellabs may contain Tellabs proprietary
intellectual property, trade secrets or confidential information or
functionality not found in the products of any other competitor (each, a
"Unique Feature"). If Riverstone develops this feature pursuant to the
foregoing paragraphs, either independently or with the assistance of Tellabs
or a third party, the feature may be incorporated by Riverstone into the
relevant Products and [ * ] during the term of the Agreement, Tellabs may
specify that the license to Riverstone is subject to [ * ] Riverstone from
selling any product that embodies or utilizes the feature to [ * ] from the
date the product is first made generally available to Tellabs. Riverstone
acknowledges that there may be situations in which Tellabs wishes to
incorporate a Unique Feature in the Product and believes it needs [ * ]. In
such cases, Tellabs will notify Riverstone that this situation exists when
the feature is first presented to the Product Committee and before any
confidential information regarding the nature, purpose, functionality or
other attributes of the Unique Feature is disclosed to any Riverstone
employee or representative. The parties will engage in good faith
negotiations regarding such additional protections.
5. The restriction contained on Riverstone's right to sell a feature to a CMTS
customer under Section 3 (i) above and the field of use restriction
contained in the license from Tellabs to Riverstone under Section 4 above
shall expire automatically on the date that [ * ].
6. Riverstone will provide to Tellabs such assistance and information (such as,
interface information) which is necessary for Tellabs to exercise the
development and other rights set forth above and in the Agreement, and shall
grant to Tellabs and hereby grants to Tellabs an fully paid up, worldwide
license to use such information and technology for the purpose of exercising
such rights.
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