Exhibit 10.13
AMI => ST
CONFIDENTIAL
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement") is made and entered into
as of the date written below (the "Effective Date") by and between AMI
SEMICONDUCTOR INC., a corporation incorporated under the laws of the state of
Delaware, USA, whose chief executive office is located at Xxxxxxxx Xxxx 0000,
Xxxxxxxxx, ID 83201, USA ("CONTRACTOR" or AMI), and STMICROELECTRONICS NV, a
company duly organized under the law of The Netherlands, having its registered
office at Xxxxxxxxxxxxxx 0000, World Trade Center, Tower B, 17th floor, 1077XX
Amsterdam, acting for the purposes of this Agreement through its Swiss branch,
ICC - Bloc A, 20 route de Pre-Bois, 1215 Xxxxxx 00, Xxxxxxxxxxx (the
"CUSTOMER").
WHEREAS, Pursuant to the terms and conditions of a Business Purchase Agreement
(the "BPA"), dated May 8, 2002 among Contractor, Customer, AMI Semiconductor
Belgium BVBA, a corporation incorporated and existing under the laws of Belgium
("BVBA") and Alcatel Microelectronics NV, a Belgian company ("AME")(which will
become a party to the BPA on the Completion Date (as defined in the BPA)),
Customer and AME are contemporaneously with the execution and delivery of this
Agreement selling to Contractor and certain of its Affiliates the Mixed Signal
Business (the "MSB" as defined in the BPA) of AME.
WHEREAS, for a certain period of time, Customer will require from Contractor the
delivery of certain services (as specified herein) in order to allow AME to
continue its business operations on a continuous, uninterrupted basis following
the sale of MSB to Contractor.
WHEREAS, Contractor is willing to provide those services to Customer and
Customer desires to obtain such services, subject to the terms and conditions
set forth herein.
WHEREAS, Customer and Contractor are contemporaneously with the execution of
this Agreement entering into an Agreement providing for the provision of
services by Customer to Contractor and containing substantially similar terms to
those contained in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants
contained herein, Customer and Contractor hereby agree as follows:
1. DEFINITIONS
In this Agreement, unless the context otherwise requires, the following words
and expressions shall have the following meanings:
"AFFILIATE" of a party means a Person owning or controlling a party, or under
the same ownership or control as a party, or owned or controlled by a party, but
only so long as such ownership or control exists. Ownership or control shall
exist through the direct or indirect: (i) ownership of more than 50% of the
Equity Interests and of the Equity Interests generally entitled to vote on
matters submitted to holders of Equity Interests, or (ii) the right by any other
means to elect or appoint a majority of directors, or Persons performing similar
functions.
"CONTRACTOR TECHNOLOGY" means proprietary information and materials in
electronic design automation, CAD or CAE, electronic product manufacturing,
software tools, computer programs and their documentation, computer languages,
methods, methodologies, design flows, cell libraries, algorithms, databases,
mechanical and electronic hardware, electronic components and other materials
and technology owned or controlled by Contractor.
"DELIVERABLES" means the specific materials, devices, products or other
deliverables Contractor provides to Customer as a result of performing Services
and which are specified in the Statement(s) of Work.
"EQUITY INTERESTS" shall mean capital stock, share capital, ordinary or
preference shares, common or preferred stock, general or limited partnership
interests, limited liability company interests or any other interests in any
Person entitling the holder thereof to share in the profits or liquidation value
of a Person.
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"IP RIGHTS" means semiconductor topography rights, mask works rights, patents,
copyrights, trademarks (including service marks), trade secrets, and design
rights, whether registered or unregistered, and including any application for
registration of any of the foregoing and all rights or forms of protection of a
similar nature of having equivalent or similar effect to any of these, which may
subsist anywhere in the world.
"INNOVATIONS" means any invention, discovery, improvement, development or
innovation conceived or developed by Contractor during the term of this
Agreement and in the course of performance of the Services and whether or not
forming part of a Deliverable, including, but not limited to, blocks, database
rights, cells, models, formulas, algorithms, methods, libraries, design flows,
processes, databases, mechanical and electronic hardware, electronic components,
computers and their parts, computer languages, programs and their documentation,
encoding techniques, articles, writings, compositions, works of authorship and
improvements.
"CUSTOMER TECHNOLOGY" means the proprietary information and materials in
electronic design automation, CAD or CAE, electronic product manufacturing,
software tools, computer programs and their documentation, computer languages,
methods, methodologies, design flows, cell libraries, algorithms, databases,
mechanical and electronic hardware, electronic components and other materials
and technology owned or controlled by Customer which Contractor reasonably
requires rights to use in order to perform the Services.
"PERSON" shall include individuals, corporations, companies, partnerships,
trusts, limited liability companies and other entities.
"PROJECT SCHEDULE" means the timetable (including the required end date by which
the projects on the Statement(s) of Work must be completed) relating to the
performance of the Services set out in each Statement of Work.
"SERVICES" means the services described in the Statement(s) of Work.
"RESIDUAL INFORMATION" means ideas, concepts, know-how or techniques related to
the disclosing party's technology that are retained by the unaided memories of
the receiving party's employees who have had access to confidential information
consistent with the terms of this Agreement. An employee's memory will be
considered to be unaided if the employee has not intentionally memorized the
confidential information for the purpose of retaining and subsequently using or
disclosing it. The receiving party's use of Residual Information is subject to
valid patents, copyrights, and semiconductor mask work rights of the disclosing
party.
"STATEMENT(S) OF WORK" means the description of the Services and Deliverables to
be provided hereunder from time to time, which may include single or multiple
Statements of Work.
2. PROFESSIONAL SERVICES
2.1 Contractor will provide to Customer the Services that are described in a
Statement(s) of Work attached hereto under the terms and conditions of this
Agreement. The parties acknowledge and agree that the Statement(s) of Work
include only the current iteration of products and that Contractor has no
obligation to provide Services relating to future iterations of products (for
purposes of the foregoing an "iteration" shall mean a silicon modification which
implies a mask change from the current design as of the date hereof). Such
Statement(s) of Work may be amended or modified in a writing by both parties
hereto and attached to the Statement(s) of Work, and thereafter, the Services
shall be deemed to include the services described in such supplement or
modification.
Contractor will provide such resources and utilize such employees or design
consultants as specified in the Statement(s) of Work, or in the absence of
specific designation, as Contractor deems necessary, acting in a commercially
reasonable manner, to perform the Services. All work shall be performed at
Contractor's designated facilities specified in the Statement(s) of Work or as
mutually agreed between the parties.
2.2 Customer will provide, if necessary, Contractor with the use of the
Customer Technology.
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2.3 Contractor shall meet the project schedules, end dates and time of
performance of Services and delivery of Deliverables set forth in the
Statement(s) of Work unless such delay is caused by Customer. Customer agrees to
cooperate in good faith to allow Contractor to achieve completion of Services in
a timely and professional manner. Customer understands and agrees that
Contractor's provision of the Services may depend on completion of certain
Customer tasks or adherence to Customer schedules within Customer's control;
consequently, the project schedule, end dates, time of performance, and Services
may require adjustments or changes in the event such Customer tasks or schedules
change, are modified, or are not completed as anticipated.
2.4 In performing the Services, Contractor shall design, develop and/or make
for Customer the Deliverables as required in the Statement(s) of Work.
Contractor shall ensure that the Deliverables meet the specifications, if any,
set forth in the Statement(s) of Work for such Deliverables. In case Contractor
has reason to believe that any of the foregoing is not going to be met,
Contractor will inform Customer and the Parties will discuss in good faith
reasonable corrective actions.
2.5 If the Deliverables consist of software, then the Deliverables shall be
deemed to include in both source code and object code forms the final version
and all intermediate versions of the software and all routines and subroutines,
as well as all program materials, flowcharts, notes, outlines, work papers and
the like created or developed in connection therewith, the resulting screen
formats and other visual effects of the software, and any formulae, processes,
algorithms, ideas and other information not generally known to the public,
whether or not protected by copyright, developed or generated by Contractor in
the course of performing the Services.
2.6 Contractor is not providing or licensing to Customer any Contractor
software programs or products or other IP Rights or Contractor Technology. In
the event Contractor provides such software or other IP Rights or Contractor
Technology, such tools shall be provided only under the terms of a separate
license agreement or maintenance agreement.
2.7 Unless otherwise set forth in the Statement(s) of Work, Contractor will
undertake a close-out meeting at the conclusion of the Services.
3. NEW OR RELATED SERVICES
3.1 If in performing the Services Customer require further Services or
Deliverables over and above those specified in the Statement(s) of Work a new or
amended Statement(s) of Work must be agreed to in writing by each of the
Parties.
4. SERVICES FEES COSTS, AND EXPENSES
4.1 For the Services and Deliverables provided by Contractor, Customer agrees
to pay Contractor a fees equal to the number of hours actually worked in
providing the Services in accordance with the schedule attached as exhibit X
hereto.
provided, however, that the maximum number of hours chargeable by Contractor for
each individual project identified in the Statement(s) of Work shall not exceed
the number of hours specified on such Statement(s) of Work plus an additional
10% of hours; provided, however, that as stated in Section 2.1, Contractor has
no obligation to provide Services relating to future iterations of products. For
the avoidance of doubt one man week shall be comprised of 40 hours.
4.2 Customer shall reimburse Contractor for all actual, reasonable travel and
out-of-pocket expenses incurred in the course of providing any Services that
must be performed by an employee, consultant or agent of Contractor away from
the facility where such person normally works.
4.3 Customer shall reimburse Contractor for all other material cost and other
out of pocket expenses incurred by Contractor in the course of providing any
Services, including, without limitation, the costs of making any masks or
prototypes.
4.4 If achievement of any project described in the Statement(s) of Work, in
whole or in part, is dependent upon performance or completion of tasks or
provision of technology, specifications, data or other information within the
control of the Customer or by a third party outside Contractor's control, the
applicable required end or delivery dates for a specific project will be
appropriately adjusted to reflect any delay caused by Customer or such third
party not caused by Contractor the effect of which is to delay completion of
such projects in whole or in part.
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4.5 The amounts payable to Contractor pursuant to this Agreement are exclusive
of any value added tax, sales or use deductions, withholding or other taxes or
governmental charges. Customer shall be responsible for payment of all such
taxes or charges, except for any taxes based solely on Contractor's net income.
5. INVOICING AND PAYMENT
5.1 For each calendar month in which Services are rendered, Contractor shall
submit to Customer an invoice within 15 days of the end of such month
specifying any fees or reimbursable expenses payable hereunder plus any VAT or
other tax related thereto, accompanied by an appropriate level of detail to
permit verification of provision of Services and of such fees and reimbursable
expenses, and the Parties shall supply each other with any supplemental
information relating to the Services or such fees and expenses that is
reasonably requested by either Party.
5.2 Amounts invoiced shall be due and payable by wire transfer of immediately
available funds within thirty (30) days following receipt of such invoice and
supporting evidence.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Customer hereby grants Contractor a royalty-free, non-exclusive, world-wide
license to use and practice the Customer Technology, and all Customer owned IP
Rights covering such Customer Technology, solely for the purpose and use of
Contractor performing the Services and developing or preparing the Deliverables
solely during the term of this Agreement. Customer represents and warrants that
to the extent Customer provides to Contractor any Customer or third party IP
Rights or Customer Technology hereunder, it has obtained all necessary
permissions, licenses, consents, and has the authority and right, to provide
such technology to Contractor.
6.2 Except as otherwise set forth herein, neither this Agreement, nor the
provision of Services hereunder, shall give either Contractor or Customer any
ownership interest in or rights to the IP Rights or other technology of the
other party. All IP Rights that are owned or controlled by a Party at the
commencement of this Agreement shall remain under the ownership or control of
such party throughout the term of this Agreement and thereafter.
6.3 All right, title, and interest in and to any and all Innovations, generated
or developed by Contractor or Contractor's personnel in the course of performing
this Agreement or any other work performed on Customers' behalf by Contractor or
its personnel, including all IP Rights therein, shall be assigned to and owned
solely by Customer, and all Innovations shall be considered works made by
Contractor and its personnel for hire for the benefit of Customer, and
Contractor shall take all reasonable actions deemed necessary by Customer to
perfect Customer's rights therein. Notwithstanding the foregoing, Customer shall
grant to Contractor a royalty free, worldwide, non-exclusive, non-transferable,
non sub-licensable (except to Contractor's Affiliates) license to use such
Innovations.
6.4 To perfect ownership of Customer IP Rights, Contractor agrees to assign to
Customer all rights Contractor may have in the Customer owned Innovations, and
to assist and cooperate with Customer in all reasonable respects, subject to
reasonable availability, (a) in actions to acquire, transfer or maintain such
Customer IP Rights, including executing documents associated therewith, and (b)
in actions of enforcement of such Customer IP Rights, subject to payment by
Customer of all costs incurred by Contractor which are associated therewith.
7. LICENSE GRANT
7.1 Subject to payment in full of the amounts owed to Contractor hereunder and
compliance by the Customer with the terms and conditions hereof, Contractor
grants to Customer and its Affiliates a worldwide, non-exclusive,
non-transferable, perpetual, fully paid, royalty free license under the
Contractor IP Rights incorporated in the Deliverables for the sole purpose of
making, having made, using and selling, having sold the Customer products or
technology described in the applicable Statement of Work. Customer shall have no
rights to sublicense to third parties Contractor IP Rights except as necessary
to allow Customer to make, have made, use or sell the products or technology as
set forth in the applicable Statement of Work.
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8. LIMITED WARRANTIES AND EXCEPTIONS
8.1 Without prejudice to greater service or quality levels specified in
the Statement(s) of Work, Contractor shall use commercially reasonable best
efforts to perform the Services in a professional manner and using reasonable
care the Services will be of substantially the same quality and in substantially
the same manner of performance as provided by AME prior to the Completion Date,
as defined in the BPA.
8.2 The warranty above is exclusive and in lieu of all other warranties,
whether express, implied, or statutory, including the implied warranties
concerning the Services or the Deliverables of merchantability, reasonable skill
and care, fitness for a particular purpose or non-infringement, which are
expressly disclaimed to the fullest extent permissible by law.
8.3 In order to receive warranty remedies, deficiencies in the Services
must be reported to Contractor in writing within one hundred eighty (180) days
from Contractor's delivery of the final milestone related to the Services
subject matter of a Statement of Work. Customer shall not make any additions,
deletions or modifications to the Deliverables except as specifically set
forth in the Contractor documentation or as authorized in writing by Contractor.
Unauthorized modification of the Deliverables shall cause immediate termination
of any applicable warranty as established above. Customer's sole remedy shall
be to have the deficiencies remedied within a reasonable period of time or to
receive a refund of the pro rata amount of the fees allocated to such Services,
at Contractor's option.
9. INDEMNIFICATION
9.1 Subject to the provisions of Sections 9.3, 10.1 and 10.2 below
Contractor hereby agrees to indemnify, defend and hold Customer, its
Affiliates, and their respective officers, directors, employees, and agents
("Customer Indemnitees") harmless from and against any and all liabilities,
losses, damages, legal costs, and legal expenses ("Losses"), and any attorneys'
fees relating to its defense, resulting from any suit or action brought against
the Customer Indemnitees due to, infringement of any third party IP Rights, by
Customer due to the incorporation of any Contractor owned or controlled IP
Rights in any Deliverables or Services. Contractor shall not be obligated to
defend or be liable for Losses if the infringement claim arises out of
compliance with Customer's specifications or requirements, or results from an
addition to or modification by Customer to the Deliverables or the Services,
or the Customer Technology, Customer owned IP Rights, including the IP Rights
therein, or from a combination of the Deliverables or Services provided by
Contractor under this Agreement with other products or items developed or made
by third parties if such infringement would have not existed but for such
combination. Notwithstanding the foregoing, should any Deliverable or Service
become or in Contractor's opinion be likely to become, the subject of any such
suit or action for infringement, Contractor may, at Contractor's option and
expense, (1) procure for Customer the right to continue using such Deliverable
or Service, or (2) replace of modify such Deliverable or Service so that it
becomes non-infringing while still in conformity with the applicable
Statement(s) of Work, which shall extinguish Contractor's obligations hereunder.
9.2 Subject to the provisions of Sections 9.3, 10.1 and 10.2 below,
Customer hereby agrees to indemnify defend and hold Contractor, its Affiliates,
and their respective officers, directors, employees, and agents ("Contractor
Indemnitees") harmless from and against any and all Losses (as defined in
Section 9.1 above), and any attorneys' fees and expenses relating to its
defense, resulting from any suit or action brought against any of the
Contractor Indemnitees due to infringement of any third party IP Rights, by
Contractor due to the authorized use in providing the Services or delivering
the Deliverables of any Customer owned or controlled IP Rights. Provided,
however, that Customer shall not be obligated to defend or be liable for Losses
if the infringement claim arises from an addition to or modification by
Contractor of the Customer's owned or controlled IP Rights, or from a
combination of the Customer's owned or controlled IP Rights with other IP Rights
if such infringement would have not existed but for such combination.
9.3 If any claim or action is commenced against a party entitled to
indemnification under this Section for Losses resulting from such claim or
action (a "Claim"), such party shall give written notice to the other party
within ten (10) days of notice of such Claim. If such party receiving notice is
obligated under this Section to defend the party against such Claim, then the
indemnifying party shall take control of the defense and investigation of the
Claim, using such attorneys and other assistance as it selects in its
discretion. The indemnified party shall cooperate in all reasonable respects in
such investigation and defense, including trial and any appeals, provided that
such party may also participate, at its own expense, in such defense. No
settlement of a Claim that involves a remedy other than payment of money by
indemnifying party shall be agreed to and entered without the consent of the
indemnified party, which consent shall not be unreasonably withheld.
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9.4 THE FOREGOING SECTIONS 9.1, 9.2 AND 9.3 STATES THE ENTIRE LIABILITY OF
CONTRACTOR AND CUSTOMER AND THEIR RESPECTIVE AFFILIATES AND THE EXCLUSIVE
REMEDY OF CONTRACTOR AND CUSTOMER WITH RESPECT TO INFRINGEMENT. EXCEPT AS
EXPRESSLY STATED IN THESE SECTIONS, ALL WARRANTIES OF NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS ARE HEREBY DISCLAIMED BY CONTRACTOR AND CUSTOMER.
10. LIMITATION OF LIABILITY.
10.1 In no event shall either party be liable under this Agreement for any
special, consequential, incidental, indirect, punitive or exemplary damages, or
lost profits or for the cost of procurement of substitute goods or services,
however caused, whether for breach of warranty, contract, tort negligence,
strict liability or otherwise, even if such party has been advised of the
possibility of such damages.
10.2 Each party's aggregate cumulative liability to the other or Customer
Indemnitees or Contractor Indemnitees, as applicable, arising out of or related
to this Agreement shall not exceed the total amount actually paid by Customer
to Contractor under the applicable Statement(s) of Work, except that the
foregoing limitation in this section 10.2 will not apply in case of willful
misconduct or gross negligence.
11. CONFIDENTIALITY
11.1 During the term of this Agreement, either Party may disclose Confidential
Information (hereafter defined) to the other one. In such case, the following
provisions shall apply. Confidential Information means the terms of this
Agreement as well as any proprietary information and data of either Party,
contained in written or tangible form, which is marked with "Internal Use
Only", "Proprietary", "Confidential", or with other similar words. One Party's
("Disclosing Party") Confidential Information shall also include its
confidential information and data orally disclosed to the other Party
("Receiving Party") if: a reasonable summary of the same is reduced to a
writing and marked with "Proprietary", "Confidential", or with other similar
words and the writing is delivered to the Receiving Party within thirty (30)
days of the first disclosure to the Receiving Party. However, Confidential
Information shall not include any data or information which:
(a) is or becomes publicly available through no fault of the Receiving Party;
is already in the rightful possession of the Receiving Party prior to its
receipt of such data or information;
(b) is independently developed by the Receiving Party;
(c) is rightfully obtained by the Receiving Party from a third party or in the
public domain; is disclosed with the written consent of the Disclosing Party; or
(d) is disclosed pursuant to a valid order or other legal compulsion of a
court of other government body; provided, however, that Receiving Party shall,
to the extent possible: (1) prior to such disclosure promptly notify Disclosing
Party of the requirement and give Disclosing Party the opportunity to object;
(ii) upon disclosure inform the body to which the Confidential Information is
disclosed of its confidential status and shall seek to obtain confidential
treatment of such Confidential Information by such body; and (iii) disclose
only such Confidential Information as is strictly required by such order.
11.2 Each Party undertakes to use the same degree of care as it uses with
respect its own information of a similar nature to avoid disclosing the
Confidential Information received from the other Party unless the Disclosing
Party previously consented in writing to such disclosure. Notwithstanding the
foregoing, the Receiving Party shall, during the term of this Agreement, and
for a period of three (3) years from the termination or expiration of this
Agreement, hold all Confidential Information of the Disclosing Party received,
in confidence.
11.3 The Parties shall not use the Confidential Information for purposes other
than for the purpose of this Agreement.
11.4 Either Party may disclose any Confidential Information to its and its
Affiliates' employees having the reasonable need for access to such
Confidential Information in connection with or during the performance of this
Agreement or their employment responsibilities and the Parties shall ensure
that such employees comply with the provisions of this Section.
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11.5 Upon termination or expiration of this Agreement, either Party shall
return to the other party all Confidential Information, whether in written,
documentary or other form, as well as computer programs, software and technical
drawings other than any Confidential Information that is required to be
retained under applicable law or which is necessary to defend against or
prosecute any claim hereunder.
11.6 Neither Party shall in any manner disclose to third parties, advertise or
publish the fact it has entered into or the terms of this Agreement except by
the express written consent of the other Party.
11.7 Notwithstanding the foregoing, either Party may disclose the fact of
entering into this Agreement and its terms (i) to its advisors or to any Person
providing it with finance, subject to such Person agreeing to keep such
information confidential, or (ii) in any prospectus, offering memorandum or
other similar document. Provided, that such disclosure is necessary and
provided that prior to such disclosure the party desiring to disclose shall
send to other party a formal notice indicating that such disclosure is
necessary and the timing of such disclosure.
11.8 The parties acknowledge and agree that they and their respective employees
may utilize for any purpose any Residual Information resulting from performing
the Services or having access to Confidential Information.
11.9 Nothing in this Section 11 shall limit either party's right to
independently develop information, materials, technology, or other products or
services for itself or for others which may compete with the other party or
which may be similar to the Confidential Information, as the case may be, so
long as no unauthorized disclosures have been made by the party during the term
of the confidentiality obligation and there was no unauthorized use of the
Confidential Information in the independent development. Subject to the
limitations place on Contractor by the confidentiality provisions of this
Agreement, Contractor may in its sole discretion develop, use, market, license,
offer for sale, or sell any software, application, or product that is similar or
related to that which was developed by Contractor for Customer hereunder.
11.10 EACH PARTY ACKNOWLEDGES THAT UNAUTHORIZED DISCLOSURE OR USE OF THE
CONFIDENTIAL INFORMATION MAY CAUSE IRREPARABLE HARM TO THE OTHER PARTY FOR
WHICH RECOVERY OF MONEY DAMAGES WOULD BE INADEQUATE, AND THE OTHER PARTY SHALL
THEREFORE BE ENTITLED TO OBTAIN TIMELY INJUNCTIVE RELIEF TO PROTECT ITS RIGHTS
UNDER THIS AGREEMENT, IN ADDITION TO ANY AND ALL REMEDIES AVAILABLE AT LAW.
12. TERM AND TERMINATION
12.1 This Agreement commences on the Effective Date and, unless terminated
earlier pursuant to the terms of this Agreement, shall continue in force until
completion of the Services, provided, however, subject to Contractor reasonable
prior notice to Customer, the Agreement shall automatically terminate no later
than the certain date indicated in the Statement of Work, if Contractor after
having used reasonable effort is unable to complete the Services. A party shall
have the right to terminate this Agreement at any time upon or after the filing
by or against the other party of a petition in bankruptcy or insolvency, or
upon or after the appointment of a receiver for all or substantially all the
property of the other party unless such receivership is terminated or petition
dismissed without prejudice within thirty (30) days, or upon or after the
making by the other party of any proceedings for the liquidation or winding up
of its business, or for the termination of its corporate charter; and upon
exercise of such right, this Agreement shall terminate fifteen (15) days after
notice in writing to that effect has been given by the party to the other party.
12.2 This Agreement or any Statement of Work hereunder may be terminated by
either party upon thirty (30) days prior written notice if the other party
materially breaches or fails to perform any material term hereof or in the
applicable Statement of Work, respectively, and the breaching party fails to
cure such breach within the thirty (30) day period.
12.3 Each party's obligations under Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 14,
15 and 16 of the Agreement shall survive termination or expiration of the
Agreement.
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13. INDEPENDENT CONTRACTORS
Contractor shall perform the Services as an independent contractor, and nothing
contained in this Agreement shall be construed to create or imply a joint
venture, partnership, principal-agent or employment relationship between the
parties. Neither party shall take any action or permit any action to be taken on
its behalf which purports to be done in the name of or on behalf of the other
party and shall have no power or authority to bind the other party to assume or
create any obligation or responsibility express or implied on the other party's
behalf or in its name, nor shall such party represent to any one that it has
such power or authority.
14. GOVERNING LAW
This Agreement will be governed by the laws of France. This Agreement is
prepared and executed and shall be interpreted in the English language only,
and no translation of the Agreement into another language shall have any
effect. The parties agree that the United Nations Convention on Contracts for
the International Sale of Goods (1980) is specifically excluded from and shall
not apply to this Agreement.
15. DISPUTE RESOLUTION
Any dispute arising out of this Agreement shall be conducted in accordance with
clauses 27.2 through 27.10, inclusive, of the Business Purchase Agreement
executed among AMI Semiconductor Inc., Contractor and Customer and dated May
8th 2002.
16. MISCELLANEOUS
16.1 NOTICES. Notices to be given or submitted by either party to other pursuant
to this Agreement shall be in writing and directed in the case of the Customer
to the address above, attention: General Counsel, and in the case of Contractor
to the address above, attention: Legal Counsel.
16.2 SEVERABILITY. If any term or provision of this Agreement is determined to
be invalid or unenforceable for any reason, it shall be adjusted rather than
voided, if possible, to achieve the intent of the parties to the fullest extent
possible. In any event, all other terms and provisions shall be deemed valid
and enforceable to the maximum extent possible.
16.3 FORCE MAJEURE. Neither Party shall be liable for the non-performance of
any of their obligations hereunder, if and to the extent only that such
non-performance is caused by an event of force majeure, which means acts of
God, war, war-like condition, embargoes, riots and other unforeseen events
beyond their reasonable control and which cannot be prevented. To the extent
possible, in the event that such failure or delay occurs, the affected Party
shall notify in writing the other Party of the occurrence thereof as soon as
possible and the Parties shall discuss the best way to resolve the event of
force majeure.
16.4 Performance of all affected Services shall be made on a revised schedule
(to be mutually agreed upon), that shall, at least, take into account the delay
incurred.
16.5 By reason solely of force majeure neither Party shall have any claim for
relief or other damages against the other Party in respect of such delay in
performance or non-performance.
16.6 AUTHORIZATION. This Agreement and any supplement to it shall be binding on
the parties only after acceptance by officers or authorized representatives of
Contractor and Customer.
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16.7 ASSIGNMENT. Unless for a given project a designated sub-contractor has
been mutually agreed between the Parties and specifically identified in writing
in the relevant Statement of work, neither party shall assign any portion of
its rights, duties, or obligations under this Agreement and any attempt to do
so shall be void unless the other party gives its approval to the assignment
after receiving written notification. The approval itself must also be in
writing and sent by certified or registered mail or courier service to the
party seeking assignment. As used in this Agreement, the following shall be
deemed an assignment: (1) any dissolution, merger, consolidation, or other
reorganization of or affecting the Customer, whether or not Customer is the
surviving corporate entity; and (2) the sale or transfer, by one or more
transactions, of stock possessing more than fifty percent (50%) of the total
combined voting power of all classes of Customer's capital stock issued,
outstanding and entitled to vote for the election of its directors.
16.8 COMPLETE AGREEMENT. Customer acknowledges that it has read, understands
and agrees to be bound by this Agreement, and that this Agreement including the
attached Statement(s) of Work, are the complete and exclusive statement of the
agreement between the parties regarding the subject matter hereof, which
supersedes all proposals, oral or written, all other communications between the
parties relating to each subject matter. In the event of any conflict between
the Agreement and a Statement of Work or any subsequent attachment hereto, the
terms of this Agreement shall control.
16.9 MODIFICATION. This Agreement and any term of a Statement of Work may be
modified only by a written instrument duly executed by an authorized
representative of Contractor and Customer.
16.10 NO WAIVER. The failure of a party to enforce any provision of this
Agreement shall not constitute a waiver of such provision or the right of such
party to enforce such provision or any other provision.
16.11 INTERPRETATION. In construing or interpreting this Agreement, the word
"or" shall mean either or both, and the word "including" shall not be limiting
or exclusive. This Agreement shall be fairly interpreted in accordance with its
terms without any strict construction in favor of or against either party
and ambiguities shall not be interpreted against the drafting party.
PAGE 9 OF 20
AMI=>ST
CONFIDENTIAL
In Witness whereof, the parties hereto have executed this Agreement as of the
Effective Date
EXECUTED BY STMICROELECTRONICS NV:
Signature: /s/ Xxxxxxxx Xxxxxxx
________________________________
Name: Xxxxxxxx Xxxxxxx
________________________________
Title: ________________________________
Date: 26 June 2002
________________________________
EXECUTED BY AMI SEMICONDUCTOR INC.
Signature: /s/ Xxxxxxxxx Xxxx
____________________________
Name: Xxxxxxxxx Xxxx
_________________________________
Title: President & CEO
________________________________
Date: June 26, 2002
_________________________________
PAGE 10 OF 20
AMI => ST
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EXHIBIT A
SERVICE AGREEMENTS STM-AMIS
TOPIC INFORMATION COMMENT
PBMB Customer return analysis support in case of customer return, the analysis should be done by the design
team involved in this product.
the goal is to transfer the knowledge from the design team in
design know now transfer: database, IP, Oudenaarde to STM for next generation product (Cadence database).
PBMB schematics This transfer include a 2 days training in AMIS
design know how transfer: specification, the goals to transfer line knowledge from the design team in
datasheets, test specification, qualification Oudenaarde to STM for next generation product (Word,
PBMB specification, validation specification excel, pdf...). This transfer include a 2 days training in AMIS
the goal is to transfer the knowledge from the design team in
design know how transfer: scripts design, Oudenaarde to STM for next generation product. This
PBMB scripts layout, transfer include 2 days training in AMIS
the goal is to transfer this knowledge from the design team in
design know how transfer: database layout Oudenaarde to STM for next generation product. This
analog, database layout digital, database transfer include 2 days training in AMIS
PBMB layout top, layout constraints the goal is to transfer the knowledge from the design team in
Oudenaarde to STM for next generation product. This
design know how transfer: test pattern, test transfer include 2 days training in AMIS
PBMB program, waivers description the goal is to transfer the knowledge from the design team in
Oudenaarde to STM for next generation product. This
design known how transfer: simulation transfer include 2 days training in AMIS
benches, simulation results report, validation
PBMB benches (IP and top level)
design know how transfer: validation tools,
characterisation tools, validation boards,
characterisation boards, intrinsic
qualification specification, intrinsic
qualification reports, intrinsic qualification
environment description, specification and
schematics, software used for the target is to duplicate the Oudenaarde Lab on PBMB in
PBMB characterization/validation in the lab STM. This transfer include 2 days training in AMIS
PAGE 11 OF 20
AMI => ST
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----------------------------------------------------------------------------------------------------------------------------------
TOPIC INFORMATION COMMENT
----------------------------------------------------------------------------------------------------------------------------------
PBMB hot line know how transfer the goal is to have a hot line to have answer on questions.
One focus point will be fixed for STM to limite the number
of exchange. AMIS has to guarantee a feedback leadtime (<2
working days) - Phone call. questions and answers will be
recorded on a file by STM
Design fixes for production support (yield
improvement, customer request, waivers
PBMB negociation....) in case of wafer delivery. target is to achieve yield target and delivery to customer
the target is to support the ramp up of PBMB in BF5
Design fixes for BF5 (if small modification (additional volumes) same specification but waivers review.
needed based on current waivers list agreed for BF3) This modification will have to be validated
PBMB Design modifications for BG: development of the the target is to have this product on 12T3DE. The assessment
product (excluding the digital part done in STM) is based on short review of the specification. The target
(ref spec PBA5CLC) die size is <18mm2). 1 run scheduled
the target is to transfer the database of this product to
PBMD Including the validation and characterisation STM (no new training planned on Lab) (including
documentation and test)
PBMD design database update to STM target is to achieve yield target and delivery to customer
Design fixes for production support (yield the target is to support STM and the customer to start ramp
PBMD improvement, customer request, waivers up of the production
negociation....)
customer support on BG during qualification
phase and ramp up
PBMD phase in customer
Production will be done with AMIS silicon (AME)
and ATP back and (AME). STM is buying good devices
PBMB to AMIS.
between ST & AMI and will be managed accordingly:
PBMD ST RFQ & AMI Quote
PAGE 12 OF 20
AMI => ST
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EXHIBIT Y
ENGINEERING SERVICES
WIRELINE DIGITAL
------------------------------------------------------------------------------------------------------------------------------------
PROJECT WORKING DESCRIPTION PERSON TO LOCATION MW DELIVERABLE END DATE
------------------------------------------------------------------------------------------------------------------------------------
C166 Technology qualification M. Tack Oudensarde 10 R0/R1 R0: 2/37, R1: 2/52
Test Engineering X0/X0 X. Xxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/37, R1: 2/52
Product Engineering R0/R1 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0/X0 X0: 2/37, R1: 2/52
Test Engineering transfert X. Xxxxxx Oudensarde 3 Test Trans Pkg. 2/44
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 2/48
------------------------------------------------------------------------------------------------------------------------------------
APLO Product qualification Oudensarde 2 R0 2/52
Test Engineering R0 JF. Koleck Oudensarde 2 R0/R1 2/52
Product Engineering R0 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0 0/00
Test Engineering transfert JF. Koleck Oudensarde 2 Test Trans Pkg. 2/33
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 2/33
------------------------------------------------------------------------------------------------------------------------------------
D158 Product qualification n/a n/a 0 n/a
Test Engineering R0/R1 n/a n/a 0 n/a
Product Engineering R0/R1 n/a n/a 0 n/a
Test Engineering transfert n/a n/a 0 n/a
Product Engineering transfert JJ. Goubert Oudensarde 1 ProdInfo+Proc&Pckg qual 2/30
2 probed
wafers to be
delivered 2/26
------------------------------------------------------------------------------------------------------------------------------------
F150 Technology qualification M. Tack Oudensarde 12 R0/R1 R0: 2/47, R1: 3/10 tech qual -
lifetest ready
wk 47 if
schematics
available
latest
Product qualification X. Xxxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/47, R1: 3/10
Test Engineering X0/X0 X. Xxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/47, R1: 3/10
Product Engineering R0/R1 X. Xxxxxxx Xxxxxxxxxx 0,0 X0/X0 X0: 2/47, R1: 3/10
Test Engineering transfert X. Xxxxxx Oudensarde 3 Test Trans Pkg. 3/05
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 3/08
------------------------------------------------------------------------------------------------------------------------------------
I856 Product qualification X. Xxxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/47, R1: 3/10 product qual -
lifetest ready
wk 47 if
schematics
available
Test Engineering X0/X0 X. Xxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/47, R1: 3/10
Product Engineering R0/R1 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0/X0 X0: 2/47, R1: 3/10
Test Engineering transfert X. Xxxxxx Oudensarde 3 Test Trans Pkg. 3/12
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 3/16
------------------------------------------------------------------------------------------------------------------------------------
I1256_113 Product qualification X. Xxxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/45, R1: 3/8 product qual -
lifetest is
only finalized
wk 45
Assembly Engineering n/a n/a 2 Pkg. Qual. R0: 2/45, R1: 3/8
Test Engineering X0/X0 X. Xxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/45, R1: 3/8
Product Engineering R0/R1 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0/X0 X0: 2/45, R1: 3/8
Test Engineering transfert X. Xxxxxx Oudensarde 3 Test Trans Pkg. 3/12
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 3/15
------------------------------------------------------------------------------------------------------------------------------------
MPLB Test Engineering R0 JF. Koleck Oudensarde 8 2/39 including
package
release
Product Engineering R0 X. Xxxxxxx Oudensarde 1, 5 2/39 only die
release
Test Engineering transfert JF. Koleck Oudensarde 2 Test Trans Pkg. 2/41
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 2/41
------------------------------------------------------------------------------------------------------------------------------------
TMMA Assembly Engineering n/a Xxxxxxxxxx 0 Xxx. Qual. 2/52 only 1 version
to be
qualified
Test Engineering R0 JF. Koleck Oudensarde 8 R0 2/52
Product Engineering R0 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0 0/00
Test Engineering transfert JF. Koleck Oudensarde 2 Test Trans Pkg. 2/52
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 2/52
------------------------------------------------------------------------------------------------------------------------------------
MPLC Test Engineering R0 JF. Koleck Oudensarde 7 R0 2/39 no package
release, only
die release
Product Engineering R0 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0 0/00
Test Engineering transfert JF. Koleck Oudensarde 2 Test Trans Pkg. 2/41
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 2/41
------------------------------------------------------------------------------------------------------------------------------------
PAGE 13 OF 20
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------------------------------------------------------------------------------------------------------------------------------------
PROJECT WORKING DESCRIPTION PERSON TO LOCATION MW DELIVERABLE END DATE
------------------------------------------------------------------------------------------------------------------------------------
TVMA Assembly Engineering n/a Xxxxxxxxxx 00 Xxx. Qual. 2/45 only 1 version be
qualified
Test Engineering R0 JF. Koleck Oudensarde 9 R0 2/45
Product Engineering R0 X. Xxxxxxx Xxxxxxxxxx 0, 0 X0 0/00
Test Engineering transfert JF. Koleck Oudensarde 2 Test Trans. Pkg. 2/47
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 2/46
------------------------------------------------------------------------------------------------------------------------------------
I216 Product qualification N. Pergoot Oudensarde 2 R0 2/52 lifetest ready wk 52 if
schematics available
latest wk 31
Test Engineering R0 X. Xxxxxxxx Oudensarde 2 R0 2/52 designer: Alain Monrand
at the Velizy office
Product Engineering R0 JF. Koleck Oudensarde 0
Test Engineering transfert 0
Product Engineering transfert 0
------------------------------------------------------------------------------------------------------------------------------------
FN90 Technology qualification M. Tack Oudensarde 0 R0/R1 2/52 Same technology as F150
Product qualification N. Pergoot Oudensarde 0 R0/R1 2/52 To be done by Netergy
Test Engineering R0 X. Xxxxxxx Oudensarde 4 R0/R1 2/52
Product Engineering R0 X. Xxxxxxx Oudensarde 4, 5 R0/R1 2/52
Test Engineering transfert X. Xxxxxxx Oudensarde 3 Test Trans Pkg. 3/08
Product Engineering transfert X. Xxxxxxx Oudensarde 1 ProdTransPkg. 3/08
------------------------------------------------------------------------------------------------------------------------------------
TOTAL 197,0 MW
3,8 MY
------------------------------------------------------------------------------------------------------------------------------------
PROJECT WORKING DESCRIPTION PERSON TO LOCATION MW DELIVERABLE END DATE
------------------------------------------------------------------------------------------------------------------------------------
I214 Product qualification N. Pergoot Oudensarde 0
Test Engineering R0/R1 X. X. Xxxx Oudensarde 0
Product Engineering R0/R1 X. Xxxxxxxxxx Oudensarde 0
Test Engineering transfert X.X. Xxxx Oudensarde 4, 5 TestTransPkg 3/12
Product Engineering transfert X. Xxxxxxxxxx Oudensarde 0
------------------------------------------------------------------------------------------------------------------------------------
J454_0AA Test Engineering R0/R1 X. Xxxxxxxxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/44, R1: 2/52
Product Engineering R0/R1 X. Xxxxxxxxxx Xxxxxxxxxx 0, 0 X0/X0 X0: 2/44, R1: 2/52
Test Engineering transfert 0
Product Engineering transfert 0
------------------------------------------------------------------------------------------------------------------------------------
I464_111 Product Qualification X. Xxxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/30, R1: 2/39 lifetest only
ready wk 35
Test Engineering R0/R1 X. Xxxxxxxxxxxx Xxxxxxxxxx 00 X0/X0 X0: 2/30, R1: 2/39
Product Engineering R0/R1 X. Xxxxxxxxxx Xxxxxxxxxx 0, 0 X0/X0 X0: 2/30, R1: 2/39
Test Engineering transfert X. Xxxxxxxxxxxx Oudensarde 4, 5 TestTransPkg. 3/12
Product Engineering transfert X. Xxxxxxxxxx Oudensarde 1, 5 ProdTransPkg. 3/15
------------------------------------------------------------------------------------------------------------------------------------
C174 Product Qualification X. Xxxxxxx Xxxxxxxxxx 0 X0/X0 X0: 2/30, R1: 2/52 lifetest on last
version finalized
2/36
Test Engineering X0/X0 XX Xxx Xxxxxxxxxx 00 X0/X0 X0: 2/30, R1: 2/52 includes 7 weeks
for an additional
iteration and
evaluation of
Product Engineering R0/R1 X. Xxxxxxxxxx Xxxxxxxxxx 0, 0 X0/X0 X0: 2/30, R1: 2/52
Test Engineering transfert XX Xxx Oudensarde 4, 5 TestTransPkg. 2/37
Product Engineering transfert X. Xxxxxxxxxx Oudensarde 1, 5 ProdTransPkg. 3/05
------------------------------------------------------------------------------------------------------------------------------------
TOTAL 80,0 MW
1,5 MY
PAGE 14 OF 20
AMI => ST
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WIRELESS DIGITAL
----------------------------------------------------------------------------------------------------------------------------------
PROJECT WORK DESCRIPTION PERSON TO LOCATION MW DELIVERABLE END DATE
----------------------------------------------------------------------------------------------------------------------------------
CI80 Product Qualification n/a Oudenaarde 0,5 n/a 2/52
Technology qualification 0
Test Engineering support Oudenaarde 3 Characterization report 2/52
Product Engineering support 0
Test Engineering transfer Oudenaarde 8 Characterization report 2/52
Product Engineering transfer 2 Engineering package 2/52
----------------------------------------------------------------------------------------------------------------------------------
TOTAL 13,0 MW
0,3 MY
----------------------------------------------------------------------------------------------------------------------------------
PROJECT WORK DESCRIPTION PERSON TO LOCATION MW DELIVERABLE END DATE
----------------------------------------------------------------------------------------------------------------------------------
C150A(All) Technology qualification n/a Oudenaarde 28 Qual. Report 2/52
Assembly Engineering n/a Oudenaarde 4 Qual. Report 2/52
Test Engineering support L. Aldimirov Oudenaarde 8 0 2/52
Product Engineering support 0
Test Engineering transfer L. Aldimirov Oudenaarde 2 Eng Pkg. 2/52
Product Engineering transfer 0
----------------------------------------------------------------------------------------------------------------------------------
PBMB Test Engineering R0/R1 Decoo/Lammens Oudenaarde 4 R1 2/52
Product Engineering R0/R1 Decoo/Lammens Oudenaarde 2 R1 2/52
Test Engineering transfer Decoo/Lammens Oudenaarde 3 Eng. Pkg. 2/52
Product Engineering transfer Decoo/Lammens Oudenaarde 1 Eng. Pkg. 2/52
----------------------------------------------------------------------------------------------------------------------------------
RFGE Test Engineering support 0
Test Engineering transfer Aldim/Lammens ST Grenoble 4,5 Eng. Pkg. 2/52
Product Engineering transfer Aldim/Lammens ST Grenoble 3,5 Eng. Pkg 2/52
----------------------------------------------------------------------------------------------------------------------------------
TOTAL 58,0 MW
1,0 MY
TOTAL 348.5 MW
6,7 MY
PAGE 15 OF 20
AMI => ST
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ENGINEERING SERVICES
NET ENGINEERING PROJECTS
WIRELESS MIXED SIGNAL
----------------------------------------------------------------------------------------------------------------------------------
PERSON TO
PROJECT WORK DESCRIPTION PERFORM SERVICES LOCATION MW DELIVERABLE END DATE
----------------------------------------------------------------------------------------------------------------------------------
C150B(CA) Technology qualification 0
Assembly Engineering 0
Test Engineering R0/R1 0
Product Engineering R0/R1 0
Test Engineering transfers St Gren. & Oudenaarde 7,5 Characterization test programs 3/39
Project Engineering transfers St Gren. & Oudenaarde 2,5 EngPkg 3/39
----------------------------------------------------------------------------------------------------------------------------------
PBMG+ Text Engineering R0/R1 X. Xxxxxxxx Oudenamde 8 R0 3/13
Product Engineering R0/R1 X. Xxxxxxxx Oudenamde 7,5 R1 + EngPkg 3/13
Test engineering transfers 0
Product Engineering transfers 0
----------------------------------------------------------------------------------------------------------------------------------
PBMD Text Engineering X0/X0 Xxxxx/Xxxxxxx Xx Xxxxx/Xxxxxx 10 EWS Test Solu 3/39
Technology qualification 7 2/52
Test Engineering transfers Decoo/Lammens ST Agrate/Greno. 7,5 R1 qual/Eng/Pkg 3/39
Product engineering transfers n/a n/a 0 n/a
----------------------------------------------------------------------------------------------------------------------------------
TOTAL 50.0 M/W
1.0 MY
PAGE 16 OF 20
AMI => ST
CONFIDENTIAL
ENGINEERING SERVICES
DESIGN REQUIREMENTS NEW PRODUCTS
PROJECT WORK DESCRIPTION PERSON TO PERFORM LOCATION MW DELIVERABLE END DATE
------- ---------------- ----------------- -------- -- ----------- --------
PBMB Design transfert Luc D'haeze Oudenaarde 2 2/35
Design support Luc D'haeze Oudenaarde 1 3/13
Bug fixing Luc D'haeze Oudenaarde 4 2/52
--
PBMD New design Oudenaarde Team Oudenaarde 67 3/26
TOTAL 74.0 MW
1.4 MY
These Services are described in more detail in Exhibit A
PAGE 17 OF 20
AMI=>ST
CONFIDENTIAL
ENGINEERING SERVICES
SERVICES FOR EXECUTION OF EXTERNAL PROJECTS
PROJECT WORK DESCRIPTION PERSON TO PERFORM SERVICES MW DELIVERABLE END DATE
------- ---------------- -------------------------- -- ----------- --------
Multimodules Delivery of 50 packaged prototypes Devyider Kristel 1 50 prototypes 2/32
now in processing in BiCMOS 035
on the MPC BCBG
Symphathl Prototyping of 4-5 test circuits on Devyider Kristel 2 200 prototypes 2/40
the next MPC in SiGe 0.35 Most
likely end of July on waterun for
Europractice
Superstar 26 manweeks of design support to Bas Xxxxxx 26 50 prototypes, 3/13
build first prototype of power deliverable to be
management circuit for the MPR agreed by parties
terminal + prototyping in 12T by end of 2/26
technology
Technical report
Financial INCA, Mixmodest, Adriatic Xxxx Peetersseon 3 4 page document for 2/40
reports accessing external
over 2001 funding
Financial (13) Amdrel, Giant, Multimodules, Xxxx Peetersseon 13 4 page document for 3/4
report over Adriatic, Mixmodest, 4G Radio, accessing external
2002 up to Superstar, MESA, HomeNet2Run, funding
closing UniACCES, UniLan, INCA
TOTAL 45,0 MW
0,9 MY
PAGE 18 of 20
AMI=>ST
CONFIDENTIAL
ADDITIONAL PRODUCT AND TEST ENGINEERING SUPPORT
WIRELENE DIGITAL
PROJECT WORK DESCRIPTION PERSON TO PERFORM LOCATION MW DELIVERABLE END DATE
SERVICES
------- ------------------------------ ----------------- ----------- ---- --------------------------------- ---------------
PBMB For each product, product
engineering support for: Oudenaurde Team Oudenaurde 3 For each product 2/39
154 - Yield improvement Oudenaurde Team Oudenaurde 1 Yield report and actions 2/39
454 - Return analysis Oudenaurde Team Oudenaurde 3 Quality reports and ppm results 2/39
J454 - Assy and Testing Oudenaurde Team Oudenaurde 2 Assy and test qualification and
supervision production reports 2/39
136 - Assistance to production
(Oudenaurde or Oudenaurde Team Oudenaurde 3 Test programs update 2/32
rubcontractors)
146 Oudenaurde Team Oudenaurde 3 2/39
156 Oudenaurde Team Oudenaurde 1 2/52
158D Oudenaurde Team Oudenaurde
455DQ Oudenaurde Team Oudenaurde 6 3w.2/39,3w.2/52
455TB Oudenaurde Team Oudenaurde
455MB Oudenaurde Team Oudenaurde
166 Oudenaurde Team Oudenaurde 5 2/52
MPLA Oudenaurde Team Oudenaurde 2 2/39
TOTAL 29,0 MW
0,6 MY
Man-weeks are split 50% for product engineering and 50% for test engineering
PAGE 19 OF 20
AMI=>ST
CONFIDENTIAL
EXHIBIT X
PRICING OF ENGINEERING SERVICES
Pricing will be according to the following rules
Service Price per hour
--------------------------------------
Engineering 80 Euro
Product engineering 92 Euro
Test engineering 110 Euro
- Out of pocket expenses (e.g. travelling, materials, silicon, packaging) are to
be reimbursed separately on a cost basis
- These prices will be applied to the effective hours worked. If the effective
hours worked exceed the forecast of the Exhibit Y by more than 10%, no
additional compensation for the completion of the work will be due
- Exhibit Y provides the forecast assuming that one design iteration is
performed for each product (for product C174 an additional iteration called
OBB is undergoing).
- Parties may agree for services on additional design iterations in any such
case the pricing will be according to the rules set in this exhibit
- A design iteration is defined as: "Every Silicon Modification which implies a
Mask Change from the current design as of the date hereof"
PAGE 20 OF 20
