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EXHIBIT 10.19
TEAMING AGREEMENT
BETWEEN : MATRA COMMUNICATION
A French company having its registered office at 00 xxx xx
Xxxxxxxxx Xxxxxx, 00000 Quimper, France,
hereinafter called "MC,"
duly represented by: X. XXXX Vice President
AND : SCM MICRO-SYSTEM GMBH
a company with registered office at Xxxxxxxxxxxx x 0,
00000 Xxxxxxxxxxxx, Xxxxxxx
hereinafter called "SCM,"
duly represented by: Xx. Xxxxx XXXXX
General Manager
AND : TEMIC/MATRA MHS
a company with registered office at La Chantrerie - BP
3008 Xxxxx xx Xxxxxx - 00000 XXXXXX Xxxxx 00 XXXXXX
hereinafter called "TEMIC," duly represented by: Xx.
Xxxxxxxx XXXXXXX Vice President Marketing
Jointly and/or separately referred to as "the Party(ies)."
WHEREAS SCM has an important know-how in the field of PCMCIA and already
manufactures PCMCIA modules;
WHEREAS TEMIC has an important know-how in the field of VLSI integration
and wishes to develop a chipset for an optimized version of the PCMCIA
DMUX-descrambler-interface which it wishes to later include in its price list
and brings its know-how in design architecture and manufacturing of VLSI.
WHEREAS MC has developed an important know-how in the field of MUX-DMUX,
and of conditional access systems and smart cards;
WHEREAS FRANCE TELECOM has issued a call for tender concerning a
possible Study Contract for the VIACCESS module.
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Therefore, the Parties have decided to join their respective
competencies to submit a proposal in response to such call for tender
(hereinafter, "the Project") and have expressed their wish to define their
relationship within this framework.
Now, therefore the Parties have agreed upon the following provisions:
1 - SUBJECT OF THE AGREEMENT
The subject matter of this agreement is to define:
- The principles under which the Parties will collaborate and especially
to define their respective rights and obligations in the preparation of the
offer as well as during the performance of the Project.
- The principles under which the Parties will manufacture and sell the
results of the Project. This Agreement includes the access control DVB-CI
derivative modules that the Parties will subsequently develop.
2 - WORKING TEAM
In view of answering FRANCE TELECOM's call for tender the Parties will
constitute a working team in charge of preparing the proposal.
The terms and conditions of this proposal will be further defined in a
specific agreement to be discussed between the Parties, which will in particular
allocate their respective tasks and roles of the Parties as well as their
obligations vis-a-vis FRANCE TELECOM.
3 - BASIC ALLOCATION OF TASKS
In the event that FRANCE TELECOM finally awards the Project to the
Parties:
3.1. During the study and development phase of the Project, MC will be
project leader, SCM will be joint contractor and TEMIC will be sub-contractor.
During the manufacturing and supply phase, each party supplying the
VIACCESS module will be responsible for its own part of the supply.
3.2. TEMIC will together with MC and SCM develop a PCMCIA interface
component which will integrate an optimized version of the DMUX and a PCMCIA-DVB
interface. TEMIC will be allowed to put this component in its price list.
3.3. MC will put at the disposal of TEMIC and SCM its know-how mentioned
in the above preamble and within the scope of the Study Contract.
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3.4. SCM and MC will jointly perform a feasibility study of the PCMCIA
module. The manufacturing cost calculation will be performed jointly by the two
companies and the final production price will be the aggregate value of the most
cost effective items of either Party.
3.5. The production of PCMCIA modules will be:
* either realized by SCM which will sell them directly and
supply them to MC on an OEM basis, at most favored
customer's terms and conditions. SCM will in such case pay
MC the relevant royalties on the modules sold directly by
it.
* Or realized by MC which will sell them directly and supply
them to SCM on an OEM basis, at most favored customer's
terms and conditions. MC will in such case pay SCM the
relevant royalties on the modules sold directly by it.
* Or realized by both SCM and MC. In this last case each
party will pay the other the relevant royalties on
quantities of modules sold by it.
3.6. TEMIC will pay MC and SCM the relevant royalties on the components
sold by it to third parties.
3.7. The royalty rate to be paid by the Parties as mentioned above will
be [ * ] and finally determined in the Final Agreement as defined in clause 7.
4 - LIABILITY
The parties shall be jointly responsible in the capacity of tenderer to
FRANCE TELECOM but in the implementation of the Project each Party shall be
solely responsible for its tasks pursuant to the allocation of tasks provided
for in clause 3 hereabove.
Each Party shall indemnify and hold the other Parties harmless in
respect of direct loss or expense incurred by the other Parties as a result of
action or default in connection with the Project or failure to implement Project
responsibilities on the part of such Party. The liability of each Party under
this clause shall be limited to the selling price of the equipment and service
as detailed in those parts of the Project for which that Party is responsible.
5 - EXCLUSIVITY
Each party commits not to remit a separate proposal to FRANCE TELECOM
either alone or with third parties and not to participate alone or with third
parties regarding the performance of the Project.
* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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6 - LEGAL STATUS OF THE AGREEMENT
The Parties hereby declare that in executing this agreement they do not
intend to create any legal entity or partnership whatsoever and that they
expressly exclude any type of "affectio sociatis" or any sharing of profits
resulting from the Project.
7 - FINAL AGREEMENT
The parties shall establish the necessary agreements in order to reach a
final agreement based on the principles herein set forth (the "Final
Agreement").
This Final Agreement will remain in force for an expected duration of 10
years to duly take in consideration the product life duration and the proper
return expected which will be generated by the respective payment of royalties
among the Parties.
8 - COMING INTO FORCE - DURATION
This agreement comes into force on the date it is signed by all the
parties and shall remain in force until the signature of the Final Agreement or
until the rejection of the joint offer by FRANCE TELECOM.
It shall in any event be null and void if FRANCE TELECOM has not made
its decision or if the Final Agreement has not been concluded at the latest on
30/06/1996, except if the parties have agreed in writing to extend its validity
before such date and their cooperation which will be defined through a new
agreement.
9 - INFORMATION EXCHANGE
Subject to the attached Non Disclosure Agreement, the parties will
communicate to one another the relevant information in their possession which
may be useful in the realization of their joint task or in the definition of the
interfaces between their respective tasks.
10 - INTELLECTUAL PROPERTY RIGHTS
Except as regards the rights granted to FRANCE TELECOM within the scope
of the Study Contract, each Party shall remain the owner of the studies,
manufacturing processes and software developed by it within the scope of the
Project.
11 - MEDIA
Any and all advertising which may be done by one Party concerning the
Project shall be done only with the prior written consent of the other Parties
and shall make clearly appear the role and tasks performed by the other Parties
under the Project.
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12 - ASSIGNMENT
The Parties hereby declare that this agreement has been concluded on an
"intuitu personae" basis. Consequently no Party shall be entitled to or assign
all or part of its rights and obligations under this agreement without the prior
consent of the other Parties.
13 - JURISDICTION
Any dispute which may occur in the course of the performance or in the
interpretation of this agreement shall in the lack of amicable settlement
between the Parties, submitted to the Courts of the place of the claimer to
which the Parties grant jurisdiction.
Executed in triplicate in Bois d'Arcy this 6th day October 1995.
For and on behalf of 11/24/1995 For and on behalf of 10/27/1995
MATRA COMMUNICATION SCM MICRO-SYSTEM GmbH
[stamp] [stamp]
Name Xxxxxxx XXXX Name SCM Microsystems
Senior Vice President SCM Microsystems GmbH
Signature Head of Multimedia Business Unit Signature Xxxxxxxxxxxxxxx 0 - 00000 Xxxxxxxxxxxx
Xxx X.-X. Timbaud - B.P. 26 Tel. 08441/896-0 / Fax 08441/82884
00000 XXXX X'XXXX Xxxxx - XXXXXX
[illegible signature]
For and on behalf of s\ [illegible signature]
TEMIC
Name [illegible printed name]
Signature [illegible signature]
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