Exhibit 10.2
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this "Agreement") is
entered into as of _______________, 2004 (the "Effective Date"), by and between
Thomson Broadcast & Media Solutions, Inc., a Delaware corporation (the "Lead
Purchaser"), and ParkerVision, Inc., a Florida corporation (the "Seller").
Capitalized terms used but not defined herein have the meanings set forth in the
Purchase Agreement (as defined in the recitals below).
RECITALS
WHEREAS, pursuant to the Asset Purchase Agreement, dated as of February
25, 2004, between Lead Purchaser, Thomson Licensing, S.A. ("Patent Purchaser,"
and together with Lead Purchaser, the "Purchasers") and Seller (the "Purchase
Agreement"), Purchasers have agreed to purchase from Seller, and Seller has
agreed to sell, transfer, assign and deliver to Purchasers, the Acquired Assets
(as defined in the Purchase Agreement);
WHEREAS, Purchasers and Seller desire that the Acquired Assets be
transferred from the Seller to the Purchasers in an expeditious and orderly
manner at the Closing; and
WHEREAS, the Purchase Agreement provides that Seller shall enter into
this Agreement with Lead Purchaser for the provision of certain transitional
services to Lead Purchaser with respect to the Business following the Closing;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
ARTICLE 1
Services
1.1 Initial Services. Commencing on the date hereof, Seller shall
provide to Lead Purchaser the services (each, a "Service," and collectively, the
"Services") specified on the service schedules attached hereto as Exhibit A
(each such schedule, a "Service Schedule") for the period of time specified in
each such Service Schedule, unless a Service is earlier terminated or extended
in accordance with the terms hereof. With respect to each Service, the parties
shall set forth the following information in the applicable Service Schedule:
(i) the time period during which the Service will be provided; (ii) a summary
and description of the Service to be provided; (iii) the Fees (as defined in
Section 2.1), or estimated Fees, if any, for the Service; and (iv) any other
terms applicable thereto or such other information with respect to the Service
as the parties may agree or are required hereunder. If any activities,
functions, responsibilities or other components of work for any Service are not
specifically described in the applicable Service Schedule but are inherent in or
a necessary part of the Services described therein, or are reasonably required
for proper performance or provision of such Services, they shall be deemed to be
"Services" for all purposes under this Agreement.
1.2 Additional/Modified Services. Following Closing, and in accordance
with Article 3, additional Services (with corresponding Fees, if any) may be
added and existing Services (along with corresponding Fees, if any) may be
modified by execution by the parties hereto of a supplemental schedule of
services substantially in the form attached as Exhibit B (each, a "Supplemental
Schedule of Services"). Upon such execution by both parties, such Supplemental
Schedule of Services shall (i) become a Service Schedule as set forth in Section
1.1 above and shall be deemed a part of this Agreement for all purposes and (ii)
if applicable, immediately supercede the prior Service Schedule governing the
same Services.
1.3 Performance. Except to the extent modified by a performance
standard set forth in the applicable Service Schedule, Seller shall provide each
Service in substantially the same manner as such Service was performed by Seller
for the Business prior to Closing, consistent with past practice and in a manner
enabling, at minimum, the development of the Business as set forth on Schedule
1.3, but in no event than with less than a commercially reasonable standard of
performance and care in light of the requirements of the Business. During the
term of this Agreement, Seller shall not enter into any agreement or accept any
obligation that would interfere with Seller's ability to effectively perform the
Services. Seller shall provide the Services, including, without limitation, any
deliverables required hereunder, free from material errors or other defects and
shall substantially conform to any specifications for such Services and/or
deliverables.
1.4 Reports. Seller shall provide to Lead Purchaser a monthly report
setting forth the Services performed during the preceding month and containing
such additional information as may, from time to time, be reasonably requested
by Lead Purchaser. To the extent any performance of any Service requires Seller
to exercise discretion, Seller may request written instructions from Lead
Purchaser with respect to the exercise of such discretion. Lead Purchaser shall
promptly provide such instructions in reasonable detail, and Seller shall not be
deemed to have breached this Agreement if Seller relies upon such written
instructions.
1.5 Service Interruptions. Each Service Schedule shall include a
schedule of all planned service interruptions of Seller that are required in the
routine or regular maintenance of network, facility and operational assets used
to provide the subject Services and Seller shall not be required to provide any
such Services during such scheduled interruptions. Seller shall also provide to
Lead Purchaser reasonable advance notice of any other interference with Seller's
systems or operations (including downtime for network or facility maintenance)
which is reasonably likely to interrupt the performance of or the availability
of the provision of any Service ("Other Interruptions"). Lead Purchaser shall
not be obligated to pay any Fees with respect to any period that the Services
are interrupted due to interruption or interference (including scheduled
interruptions or interferences) with Seller's systems or operations. Notice of
Other Interruptions delivered pursuant to this Section 1.5 shall not relieve
Seller of any liability hereunder for failure to provide Services.
1.6 Employees. Seller shall use commercially reasonable efforts (i) to
retain employees who are experienced in performing, and trained to perform, the
Services, and, if necessary, hire, train and retain other personnel to perform
the Services and (ii) in each case, to cause such employees to perform the
Services during the term of this Agreement. Subject to foregoing, Seller shall
deploy its work force in its discretion to provide the Services in the manner
and time frame required by this Agreement and the Schedules. Purchasers shall
cause their employees to cooperate with Seller's employees as may reasonably
required in connection with the provision of Services hereunder.
ARTICLE 2
Fees and Payment
2.1 Fees. Subject to the terms and conditions hereof, Lead Purchaser
shall pay each month to Seller the fee, if any, specified for each Service
rendered during such month as set forth on the applicable Service Schedule
(collectively, the "Fees"). Seller shall provide the Services at its cost and
without profit except as otherwise provided in the Service Schedules. Seller's
"costs" shall be equal to and include only the direct costs of providing the
Service, such as the cost of materials and third-party services, as well as a
reasonably proportionate amount of salary, benefits and bonuses of Seller's
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employees providing the Services and related overhead, management and similar
costs, in each case, that is attributable to the time spent performing Services
hereunder.
2.2 Payment. Unless otherwise set forth on a Service Schedule, on the
last day of each calendar month during the term hereof, Seller shall invoice any
and all Fees owed by Lead Purchaser for the Services provided for such month.
Unless contesting in good faith the Fees set forth on the invoice, Lead
Purchaser shall pay such Fees within thirty (30) days of receipt of the invoice
by check drawn on good funds or wire transfer of immediately available funds. If
any undisputed Fees have not been paid within 60 days of receipt of the invoice
therefore, Seller shall be entitled to suspend the provision of Services to
which such Fees apply and such suspension of Services shall not be considered a
default under or breach of this Agreement.
2.3 Documentation. Any Seller's invoice shall be accompanied by
reasonable documentation supporting the Fees owed and shall set forth each
Service provided and the Fees payable for each Service. Seller shall provide
such other documentation of fees and records of Services provided as reasonably
requested by Lead Purchaser.
2.4 Taxes. In the event that the provision of the Services or the
relationship created between the parties hereunder gives rise to any Tax (other
than a tax based on income with respect to Lead Purchaser), such Tax shall be
the responsibility of Lead Purchaser.
ARTICLE 3
Term; Addition and Reduction of Services
3.1 Period. Subject to the terms of this Article 3, the provision of
the Services shall commence on the date hereof and, with respect to each
Service, shall terminate upon the expiration of the period set forth for such
Service on the applicable Service Schedule.
3.2 Early Service Termination. Lead Purchaser may terminate any Service
by giving 14 days' prior written notice to Seller. Any requested termination of
a Service pursuant to this Section 3.2 shall become effective at the end of such
14 day notice period (the last day of such period, the "Services Termination
Date"). After the Services Termination Date, Seller shall thereafter no longer
be obligated to provide such Service, and Lead Purchaser shall thereafter no
longer be obligated to pay for such Service (except with respect to any Fees
incurred up through and including the Services Termination Date). The applicable
Service Schedule shall thereafter be deemed amended to reflect the termination
of the Service.
3.3 Additional/Extended Services. If Lead Purchaser desires to extend
the term of any Service (or any part thereof) or add any additional service
(collectively, the "Additional Services") arising out of or relating to the
acquisition of the Business, Lead Purchaser may give Seller thirty (30) days'
prior written notice, which notice shall include reasonable details relating to
such request. Lead Purchaser and Seller shall negotiate in good faith whether
and on what terms Seller shall provide (if at all) any such Additional Service;
provided, that Seller shall not in any event be required to upgrade or expand
its infrastructure, facilities or systems to provide such Additional Service or
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materially compromise its remaining businesses and operations; and provided,
further, that Seller shall not unreasonably withhold its consent to the
extension of any such term or provision of any such Additional Service if such
Additional Service was inadvertently or unintentionally omitted from a Service
Schedule as of the date of this Agreement or is essential to effectuate an
orderly transition of the Business and the Acquired Assets to Purchasers in
accordance with the Purchase Agreement. The applicable Service Schedule shall
thereafter be amended to include the extended term, or, as the case may be, a
separate Service Schedule shall be entered into to for any other Additional
Service, in each case in accordance with Section 1.3.
3.4 Reduced Quantity. Seller shall reduce the quantity of any Service
provided hereunder upon 14 days' prior written notice from Lead Purchaser. Any
requested reduction of a Service pursuant to this Section 3.4 shall become
effective at the end of such 14 day notice period (the last day of such period,
the "Services Reduction Date"). As of the Services Reduction Date, the Fees
payable with respect to such Service shall be reduced proportionately in
accordance with the fee schedule set forth on the applicable Service Schedule
with respect to such Service. As of the Services Reduction Date, the applicable
Service Schedule shall thereafter be deemed amended to reflect the reduction of
such Service.
3.5 Termination of Agreement. This Agreement shall terminate (i) on the
date on which the provision of all Services has been completed in accordance
herewith and (ii) by either party upon written notice to the other party if the
other party shall materially breach this Agreement and such breach shall
continue and not be remedied for a period of thirty (30) days after receipt of
written notice by the non-breaching party describing such breach and the steps
necessary to reasonably remedy such breach. Termination of this Agreement shall
not relieve any party of liability for breaches prior to termination of for the
obligation to pay for Fees incurred prior to Termination. The provisions of this
Section 3.5, Section 4.6 (Disputes), Article 5 (Work Product), Article 6
(Confidential Information) and Article 7 (Miscellaneous) shall survive any
termination of this Agreement.
ARTICLE 4
Cooperation AND management
4.1 Project Managers. Each Service Schedule shall designate a project
manager for each party (a "Project Manager") to report and discuss issues with
respect to the provision of such Service. The Project Managers shall meet to
discuss the performance of the Services as often as reasonably necessary to
ensure the orderly provision of the Services, and in any event at least monthly,
and shall have authority to address and remedy problems related to the provision
of the Services. Each party shall promptly designate successor Project Managers
in the event that a designated individual is not available to perform such role
hereunder.
4.2 Cooperation. The parties agree to fully cooperate in good faith
with each other in connection with the provision of the Services and the matters
related to or arising hereunder, including, without limitation, to enable Lead
Purchaser to establish its own infrastructure to perform the Services
independently of Seller.
4.3 Books and Records. Each of the parties shall create and maintain
full and accurate books in connection with the provision of the Services. For a
period of no less than four (4) years from the date of termination of this
Agreement, the parties will maintain, in accordance with their standard document
retention procedures, documentation supporting the information relevant to cost
calculations and related matters and cooperate with each other in making such
information available as needed, including in the event of a tax audit.
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4.4 Oversight. For the purpose of allowing Purchaser to exercise
general and reasonable oversight and monitoring of the performance of the
Services, and subject to any Seller third-party confidentiality and data
protection obligations, Seller shall use commercially reasonable efforts to make
available during regular business hours (or otherwise upon reasonable prior
notice) to Lead Purchaser or its representatives (i) the Project Managers and
any other key personnel designated by Seller to provide the Services, (ii) those
books and records maintained by Seller in accordance with this Agreement and
such related information or materials reasonably requested by Lead Purchaser;
provided, however, that any such requests do not unreasonably interfere with the
operation of the day-to-day business affairs of Seller.
4.5 Lead Purchaser's Premises. For any work performed on Lead
Purchaser's premises (included leased or subleased premises), Seller shall
comply with all reasonable security, confidentiality, safety and health policies
of Lead Purchaser. Seller shall take all commercially reasonable precautions to
prevent, and shall be responsible for, any injury to any Persons (including,
without limitation, employees of Lead Purchaser) or damage to property
(including, without limitation, Lead Purchaser's property) arising from or
relating to Seller's performance of the Services or the use by Seller of any
Lead Purchaser equipment, tools, facility or other property.
4.6 Disputes. In the event that any dispute arises under this
Agreement, the parties agree to negotiate in good faith to resolve such dispute
prior to seeking relief in accordance with the Purchase Agreement. Unless
otherwise agreed in writing, and subject to each party's right to terminate
pursuant to Section 3.5 hereof, the parties will continue to provide Services
and honor all other commitments under this Agreement during the course of any
dispute resolution pursuant to the terms hereof with respect to all matters not
subject to such dispute.
ARTICLE 5
Intellectual Property
5.1 Work Product. As used herein, "Work Product" shall include, without
limitation, all Intellectual Property Rights and any related work-in-progress,
improvements or modifications to any Intellectual Property Rights that are
created, developed or conceived (alone or with others) in connection with the
Services and that pertain to the Acquired Assets or the Business. All Work
Product shall be considered "work made for hire" (as such term is defined in 17
U.S.C. ss.101) and shall be the sole property of Lead Purchaser, with Lead
Purchaser having the right to obtain and hold in its own name all Intellectual
Property Rights in and to such Work Product. To the extent that the Work Product
may not be considered "work made for hire," Seller hereby irrevocably assigns
and agrees to assign to Lead Purchaser, without additional consideration, all
right, title and interest in and to all Work Product, whether currently existing
or created or developed later, including, without limitation, all Intellectual
Property Rights related thereto, whether existing now or in the future,
effective immediately upon the inception, conception, creation or development
thereof. Seller shall (i) disclose promptly to Lead Purchaser all Work Product,
and (ii) whether during or after the term of this Agreement, execute such
written instruments and do such other acts as may be necessary in the reasonable
opinion of Lead Purchaser to obtain a Patent, register a Copyright or otherwise
evidence or enforce Lead Purchaser's rights in and to such Work Product (and
Seller hereby irrevocably appoints Lead Purchaser and any of its officers as its
attorney in fact to undertake such acts in its name).
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5.2 License. To the extent, if any, that Seller retains any right,
title or interest in or to any Work Product, Seller hereby grants to Lead
Purchaser a perpetual, irrevocable, fully paid-up, transferable, sublicensable,
exclusive, worldwide right and license (i) to use, reproduce, distribute,
display and perform (whether publicly or otherwise), prepare derivative works of
and otherwise modify, make, sell, offer to sell, import and otherwise use and
exploit (and have others exercise such rights on behalf of Lead Purchaser) all
or any portion of such Work Product, in any form or medium (now known or later
developed); (ii) to modify all or any portion of such Work Product, including,
without limitation, the making of additions to or deletions from such Work
Product, regardless of the medium (now or hereafter known) into which such Work
Product may be modified and regardless of the effect of such modifications on
the integrity of such Work Product; and (iii) to identify Seller, or not to
identify Seller, as one or more authors of or contributors to such Work Product
or any portion thereof, whether or not such Work Product or any portion thereof
has been modified. Seller further waives any "moral" rights or other rights with
respect to attribution of authorship or integrity of such Work Product which
Seller may have under any applicable law, whether under copyright, trademark,
unfair competition, defamation, right of privacy, contract, tort or other legal
theory.
5.3 Provisional License Back. Subject to the terms and conditions
contained in this Agreement, Lead Purchaser hereby grants to Seller a
royalty-free, non-exclusive, non-transferable license, with no right to
sublicense, under Lead Purchaser's copyrights, trade secrets and patents
comprising the Acquired Assets solely to, and only to the extent necessary for,
the provision of Services under and in accordance with this Agreement.
5.4 Covenants Relating to Use of Specifications, Materials and Other
Information. Except as may be directed by Lead Purchaser in connection with the
Services, Seller agrees that it will not develop, make, use, offer for sale,
sell, reproduce, distribute or create any derivative works based on any product
specifications, materials or Confidential Information of Lead Purchaser. Without
limiting the generality of the foregoing, Seller agrees that it will not use any
product specifications, materials or Confidential Information of Lead Purchaser
(or any portion thereof), to develop, make, reproduce or create any product
except products for Lead Purchaser hereunder. Seller agrees that it will not
disclose any portion of any product specifications or other Confidential
Information of Lead Purchaser to any persons with the exception of authorized
employees and authorized independent contractors of Seller who: (i) require
access thereto for use authorized under hereunder; (ii) have signed an agreement
with the Seller that contains restrictions on use and disclosure of such
specifications and Confidential Information substantially similar to, and no
less restrictive than, those contained in this Agreement; and (iii) are not, and
are not affiliated with, any competitor of Lead Purchaser.
5.5 No Other Licenses. Except as otherwise expressly provided herein,
nothing in this Agreement shall be deemed to grant, directly or by implication,
estoppel or otherwise, any right or license with respect to any Technology or
other Intellectual Property Rights, and each party retains all right, title and
interest in and to their respective technologies and other Intellectual Property
Rights.
5.6 Delivery. Upon termination of this Agreement, or at any time Lead
Purchaser requests, Seller shall deliver immediately to Lead Purchaser all
property belonging to Lead Purchaser, including all Work Product then in
progress and all material in Seller's possession containing Confidential
Information of Lead Purchaser and any copies thereof, whether prepared by Seller
or others.
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ARTICLE 6
Confidential Information
6.1 Use and Disclosure. Without the prior written consent of the other
party (and then only in accordance with this Agreement), each party agrees not
to disclose any Confidential Information of such other party to any third party
or use any such Confidential Information, except in each case as is expressly
permitted under this Agreement (which use and disclosure shall be in accordance
the terms of this Agreement, including Section 5.4 above). Each party shall use
no less than reasonable care in protecting any such Confidential Information
received. Subject to Section 7.3 of the Purchase Agreement, each party is and
shall remain the sole owner of all right, title and interest in and to its
respective Confidential Information, and neither party shall possess any right,
title or interest in or to any lien on Confidential Information of the other
party. "Confidential Information" shall mean all Trade Secrets and other
confidential and/or proprietary information of a Person, including information
derived from reports, investigations, research, work in progress, codes,
marketing and sales programs, financial projections, cost summaries, pricing
formulas, contract analyses, financial information, projections, confidential
filings with any state or federal agency, and all other confidential concepts,
methods of doing business, ideas, materials or information prepared or performed
for, by or on behalf of such Person by its employees, officers, directors,
agents, representatives, or consultants. Information shall not be deemed
Confidential Information hereunder if (a) it is or becomes publicly known
through no wrongful act or omission of receiving party; (b) was rightfully known
by the recipient before receipt from disclosing party; (c) becomes rightfully
known to the receiving party without confidential or proprietary restriction
from a source other than the disclosing party that does not owe a duty of
confidentiality to the disclosing party with respect to such Confidential
Information; or (d) is independently developed by receiving party without the
use of or reference to the Confidential Information of the disclosing party;
provided that, and for avoidance of doubt, exclusions (b) and (d) above shall
not apply with respect to Confidential Information assigned to Purchasers under
the Purchase Agreement. If the receiving party is legally compelled to disclose
any Confidential Information, prior to any such compelled disclosure, the
receiving party shall give the disclosing party reasonable advance notice of
such disclosure and shall cooperate with the disclosing party in protecting
against any such disclosure and, upon request of the disclosing party, obtaining
a protective order narrowing the scope of such disclosure.
6.2 Return; Injunctive Relief. Upon the earliest to occur of (i) the
termination of this Agreement, (ii) such time as any Confidential Information
ceases to be required by the party receiving such Confidential Information to
perform or receive the Services or (iii) a reasonable request of a party, the
applicable Confidential Information of a party (and any copies thereof) shall be
returned to that party and any such Confidential Information of a party (and any
copies thereof) stored in computer or other electronic archival systems shall be
deleted or erased, in each case within fifteen (15) days following such
termination or request. Upon the request of a party, the other party shall
certify in writing that all such Confidential Information has been returned or
destroyed.
6.3 Injunctive Relief. If a breach of the confidentiality obligations
herewith would cause irreparable harm to the non-breaching party,
notwithstanding any dispute resolution provisions herein to the contrary,
temporary or preliminary injunctive relief in a court of competent jurisdiction
shall be appropriate to prevent either party from a continuing or additional
breach, in addition to any other relief to which the non-breaching party may be
entitled.
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ARTICLE 7
MISCELLANEOUS
7.1 No Agency/Seller Employees. Each of Lead Purchaser and Seller shall
be an independent contractor in the performance of its respective obligations
hereunder. Nothing in this Agreement shall create or be deemed to create a
partnership, a joint venture or a relationship of principal and agent or of
employer and employee between Lead Purchaser and Seller, or between any of the
representatives, contractors or suppliers of Lead Purchaser, on the one hand,
and of Seller, on the other hand. All employees and contractors of Seller
providing Services shall not be employees or contractors of Lead Purchaser.
7.2 Controlling Agreement. In the event of a conflict between the terms
and conditions set forth in this Agreement and the terms and conditions set
forth in the Purchase Agreement, or the interpretation and application thereof,
the terms and conditions set forth in the Purchase Agreement shall prevail,
govern and control in all respects.
7.3 Purchase Agreement Terms. Sections 12.1 through 12.16 of the
Purchase Agreement are hereby incorporated herein by this reference; provided
that (i) references to "Agreement," "hereto," "hereunder," and similar
references in such sections shall pertain to this Agreement; (ii) the Purchase
Agreement (for the avoidance of doubt) shall be considered a Transaction
Agreement; and (iii) references to "Purchasers" shall be deemed to be Lead
Purchaser.
[Rest of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SELLER
ParkerVision, Inc.
By:
-----------------------------------
Name:
---------------------------------
Title:
-------------------------------
LEAD PURCHASER
Thomson Broadcast & Media Solutions, Inc.
By:
-----------------------------------
Name:
---------------------------------
Title:
-------------------------------
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Exhibit A
EXHIBIT A
Service Schedules
The following Service Schedules are attached to this Exhibit A:
1. Accounting
2. Human Resources
3. IT
4. Supply Chain Management
5. Manufacturing and Assembly
Service Schedule # 1
Accounting
1. Start Date: Effective Date
2. End Date: 3 Month Anniversary of the Effective Date
3. Summary of Services:
------------------------- -----------------------------------------------------
Service Name Description/Other Matters
========================= =====================================================
Information Access Provide requested information regarding past
and current accounting and other financial matters.
------------------------- -----------------------------------------------------
------------------------- -----------------------------------------------------
------------------------- -----------------------------------------------------
4. Performance Standards:
As set forth in Section 1.3 of this Transition Services Agreement.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement).
Seller's invoices to Lead Purchaser for Services provided under this
Service Schedule shall include a reasonably detailed breakdown of such
costs.
6. Service Contacts:
Lead Purchaser:
Xxxx Xxxxxx
HR Manager
Thomson Broadcast & Media Solutions, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000
(000) 000-0000
xxxx.xxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxxxx
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
(000) 000-0000
xxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes __X___No
If so, list software to be used/provided:
---------------------- -------------------------------------- -----------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
====================== ====================================== =================
---------------------- -------------------------------------- -----------------
---------------------- -------------------------------------- -----------------
Service Schedule # 2
Human Resources
1. Start Date: Effective Date
2. End Date: 3 Month Anniversary of the Effective Date
3. Summary of Services:
------------------- ------------------------------------------------------------
Service Name Description/Other Matters
=================== ============================================================
Information Access Provide requested information regarding past and
current benefits and other human resources matters.
------------------- ------------------------------------------------------------
------------------- ------------------------------------------------------------
------------------- ------------------------------------------------------------
4. Performance Standards:
As set forth in Section 1.3 of this Transition Services Agreement.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement).
Seller's invoices to Lead Purchaser for Services provided under this
Service Schedule shall include a reasonably detailed breakdown of such
costs.
6. Service Contacts:
Lead Purchaser:
Xxxx Xxxxxx
HR Manager
Thomson Broadcast & Media Solutions, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000
(000) 000-0000
xxxx.xxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxxxx
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
(000) 000-0000
xxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes __X___No
If so, list software to be used/provided:
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
========================================================= ========================================== ===================
--------------------------------------------------------- ------------------------------------------ -------------------
--------------------------------------------------------- ------------------------------------------ -------------------
Service Schedule # 3
Information Technology
A. Hosting, administration and support of IT Infrastructure, Telecom, email,
Internet and WAN access
1. Start Date: Effective Date
2. End Date: Expiration of sublease agreement between Seller and Lead
Purchaser (the "Sublease")
3. Summary of Services:
-------------------------------------------------------------- ------------------------------------------------------------
Service Name Description/Other Matters
============================================================== ============================================================
Telecom access Provide telecom service over the standalone phone system
(with will include independent lines, a dedicated switch
and a voice mail system) that is to be installed and
maintained by Seller under the Sublease.
During the 3 months following the Effective Date, provide
access to, and use and support of mobile phones.
-------------------------------------------------------------- ------------------------------------------------------------
Desktop and LAN support During the 3 months following the Effective Date, provide
helpdesk for local calls and support for existing
desktops, laptops, printers and LAN access.
-------------------------------------------------------------- ------------------------------------------------------------
Global Internet access Provide access to Internet for desktops and servers.
-------------------------------------------------------------- ------------------------------------------------------------
Support Email Setup Provide support to Lead Purchaser in desktop configuration
and establishing connection to Lead Purchaser's email
servers.
-------------------------------------------------------------- ------------------------------------------------------------
Remote access Provide remote access to LAN for laptops via dial-up or
ADSL
-------------------------------------------------------------- ------------------------------------------------------------
Support of existing WAN During the 3 months following the Effective Date, provide
Wide Area Network support between Lead Purchaser and the
Business
-------------------------------------------------------------- ------------------------------------------------------------
Support of existing servers Ensure availability of servers
-------------------------------------------------------------- ------------------------------------------------------------
4. Performance Standards:
Outside week-end maintenance schedules agreed by both Lead Purchaser
and Seller, outages should be responded to, and Seller shall have a
dedicated person working to resolve such outages, in no more than 4
hours for LAN, WAN, E mail and critical servers related to the
Business. Seller will not knowingly or intentionally introduce any
viruses, worms, Trojan horses, web bugs, time bombs, "spyware" or other
harmful or invasive code or components into any products manufactured,
assembled or delivered hereunder, nor into any systems of Lead
Purchaser, and Seller will exercise reasonable care to prevent the
introduction of such code.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement),
including, for avoidance of doubt, reimbursement for phone call charges
incurred through Lead Purchaser's use of the phone system described
above. Seller's invoices to Lead Purchaser for Services provided under
this Service Schedule shall include a reasonably detailed breakdown of
such costs.
6. Service Contacts:
Lead Purchaser:
Xxxxxxxx Xxxxxxx
IT Account Manager, Lead Purchaser Broadcast & Media Solutions
0000 Xxxx Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, XXX
Phone: x0 000 000 0000
xxxxxxxx.xxxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxxxxx
Information Systems Manager
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
xxxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
IT resources are limited and, so long as the applicable performance
standards are maintained (including those set forth in Section 4
above), certain services under this Chapter A may be provided by third
parties selected by Seller, provided that such third parties are
approved by Lead Purchaser (which approval shall not be unreasonably
withheld or delayed).
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes ___X__No
If so, list software to be used/provided:
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
========================================================= ========================================== ===================
--------------------------------------------------------- ------------------------------------------ -------------------
--------------------------------------------------------- ------------------------------------------ -------------------
B. Hosting, administration and support of applications
1. Start Date: Effective Date
2. End Date: 3 Month Anniversary of the Effective Date
3. Summary of Services:
-------------------------------------------------------------- ------------------------------------------------------------
Service Name Description/Other Matters
============================================================== ============================================================
Information Access Applications cover all servers currently used to run the
Business.
-------------------------------------------------------------- ------------------------------------------------------------
Application Server Access Hosting of on-premise application servers. Administration
of servers by Seller personnel. Access to database and
server applications as relate to the Business. Backup
methods used by Seller (including Clientele system used
for RMA/customer data tracking).
-------------------------------------------------------------- ------------------------------------------------------------
Application support, break-fix and small Apply bug fixes. Apply small enhancements agreed by both Lead
enhancements Purchaser and Seller. Exporting data in standard format made
available by software vendors. Maintain interfaces with other
applications used by the manufacturing portion of the
Business.
-------------------------------------------------------------- ------------------------------------------------------------
4. Performance Standards:
Critical break-fixes completed in reasonably prompt period of time with
high internal priority. Resolution target date to be agreed by both
Lead Purchaser and Seller (working together in good faith) for
non-critical issues/enhancements. Server availability is described in
chapter A above. Seller will not knowingly or intentionally introduce
any viruses, worms, Trojan horses, web bugs, time bombs, "spyware" or
other harmful or invasive code or components into any products
manufactured, assembled or delivered hereunder, nor into any systems of
Lead Purchaser, and Seller will exercise reasonable care to prevent the
introduction of such code.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement).
Seller's invoices to Lead Purchaser for Services provided under this
Service Schedule shall include a reasonably detailed breakdown of such
costs.
6. Service Contacts:
Lead Purchaser:
Xxxxxxxx Xxxxxxx
IT Account Manager, Thomson Broadcast & Media Solutions
0000 Xxxx Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, XXX
Phone: x0 000 000 0000
xxxxxxxx.xxxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxxxxx
Information Systems Manager
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
xxxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
IT resources are limited and, so long as the applicable performance
standards are maintained (including those set forth in Section 4
above), certain services under this Chapter B may be provided by third
parties selected by Seller, provided that (a) such third parties are
approved by Lead Purchaser (which approval shall not be unreasonably
withheld or delayed) and (b) appropriate members of Seller's current IT
staff shall be made available and shall provide Services under this
Chapter B as reasonably requested by Lead Purchaser.
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes ___X__No
If so, list software to be used/provided:
----------------------- -------------------------------------- ----------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
======================= ====================================== ================
----------------------- -------------------------------------- ----------------
----------------------- -------------------------------------- ----------------
C. Integration of Seller applications in Lead Purchaser application
systems
1. Start Date: Effective Date
2. End Date: 3 Month Anniversary of the Effective Date
3. Summary of Services:
-------------------------------------------------------------- ----------------------------------------------------------------
Service Name Description/Other Matters
============================================================== ============================================================
Application Documentation Provide documentation of current processes, data
structures and interfaces.
-------------------------------------------------------------- ----------------------------------------------------------------
Fit-Gap analysis Participate to fit-gap assessment to determine tasks
required to migrate Seller processes and data in Lead
Purchaser application systems
-------------------------------------------------------------- ----------------------------------------------------------------
Cut-over Export data in standard format made available by one or more
software vendors. The exact Format shall be defined and agreed
by both Lead Purchaser and Seller (working together in good
faith), so long as such format is a standard format made
available by one or more software vendors.
-------------------------------------------------------------- ----------------------------------------------------------------
Acceptance Participate to acceptance tests with Lead Purchaser
-------------------------------------------------------------- ------------------------------------------------------------
4. Performance Standards:
Seller will not knowingly or intentionally introduce any viruses,
worms, Trojan horses, web bugs, time bombs, "spyware" or other harmful
or invasive code or components into any products manufactured,
assembled or delivered hereunder, nor into any systems of Lead
Purchaser, and Seller will exercise reasonable care to prevent the
introduction of such code.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement).
Seller's invoices to Lead Purchaser for Services provided under this
Service Schedule shall include a reasonably detailed breakdown of such
costs.
6. Service Contacts:
Lead Purchaser:
Xxxxxxxx Xxxxxxx
IT Account Manager, Lead Purchaser Broadcast & Media Solutions
0000 Xxxx Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, XXX
Phone: x0 000 000 0000
xxxxxxxx.xxxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxxxxx
Information Systems Manager
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
xxxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
IT resources are limited and, so long as the applicable performance
standards are maintained (including those set forth in Section 4
above), certain services under this Chapter B may be provided by third
parties selected by Seller, provided that (a) such third parties are
approved by Lead Purchaser (which approval shall not be unreasonably
withheld or delayed) and (b) appropriate members of Seller's current IT
staff shall be made available and shall provide Services under this
Chapter B as reasonably requested by Lead Purchaser.
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes __X__No
If so, list software to be used/provided:
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
========================================================= ========================================== ===================
--------------------------------------------------------- ------------------------------------------ -------------------
--------------------------------------------------------- ------------------------------------------ -------------------
D. Migration of Seller infrastructure to Lead Purchaser
1. Start Date: Effective Date
2. End Date: Expiration of sublease agreement between Seller and Lead
Purchaser (the "Sublease")
3. Summary of Services: The services described below shall be provided
during the term hereof at the premises being subleased by Purchaser
from Seller and so long as Purchaser occupies such premises.
-------------------------------------------------------------- ------------------------------------------------------------
Service Name Description/Other Matters
============================================================== ============================================================
Cabling and LAN set-up Implement and maintain a dedicated LAN with one new core
switch, physically separated from Seller. Such
implementation to include modification of the cabling
system in order to segregate and direct it to such
dedicated LAN and to connect the LAN to Lead Purchaser's
network.
-------------------------------------------------------------- ------------------------------------------------------------
Desktops, laptops and printers set-up During the three months following the Effective Date: (i)
migrate printers to the new LAN, (ii) migrate the user
data to the new file servers, (iii) assist Lead
Purchaser in reconfiguring desktops & laptops to Lead
Purchaser standards (including reconfiguration of network
connection to Lead Purchaser IP addresses and domain), as
reasonably requested by Lead Purchaser.
-------------------------------------------------------------- ------------------------------------------------------------
System De-installation and Wrap-up De-install and remove servers and other equipment from shared
computer room at the time of Lead Purchaser's move to new
premises. Provide support and information reasonably requested
by Lead Purchaser in re-installing such equipment at new
location.
-------------------------------------------------------------- ------------------------------------------------------------
4. Performance Standards:
Seller will not knowingly or intentionally introduce any viruses,
worms, Trojan horses, web bugs, time bombs, "spyware" or other harmful
or invasive code or components into any products manufactured,
assembled or delivered hereunder, nor into any systems of Lead
Purchaser, and Seller will exercise reasonable care to prevent the
introduction of such code.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement).
Seller's invoices to Lead Purchaser for Services provided under this
Service Schedule shall include a reasonably detailed breakdown of such
costs.
6. Service Contacts:
Lead Purchaser:
Xxxxxxxx Xxxxxxx
IT Account Manager, Lead Purchaser Broadcast & Media Solutions
0000 Xxxx Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, XXX
Phone: x0 000 000 0000
xxxxxxxx.xxxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxxxxx
Information Systems Manager
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
xxxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
IT resources are limited and, so long as the applicable performance
standards are maintained (including those set forth in Section 4
above), certain services under this Chapter A may be provided by third
parties selected by Seller, provided that such third parties are
approved by Lead Purchaser (which approval shall not be unreasonably
withheld or delayed).
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes ___X___No
If so, list software to be used/provided:
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
========================================================= ========================================== ===================
--------------------------------------------------------- ------------------------------------------ -------------------
--------------------------------------------------------- ------------------------------------------ -------------------
Service Schedule # 4
Supply Chain Management
1. Start Date: Effective Date
2. End Date: 6 Month Anniversary of the Effective Date
3. Summary of Services:
------------------------------------------------- -------------------------------------------------------------------------
Service Name Description/Other Matters
================================================= =========================================================================
Information Access Provide requested information regarding past and current sourcing
strategy and contracts.
------------------------------------------------- -------------------------------------------------------------------------
Source of Supply Hold parts procured by Lead Purchaser on consignment. Also, Seller
will inform Lead Purchaser of upcoming material needs that are not
covered by consignment and assist Lead Purchaser in obtaining
materials, which may include the purchase of materials on behalf of
Lead Purchaser, and managing supplier relationships as further
described in the 'Supplier Management' section below.
------------------------------------------------- -------------------------------------------------------------------------
Documentation/Cost Reduction Provide requested information and reasonable assistance to enable Lead
Purchaser to develop a competitive analysis for material costs and
engage new suppliers as necessary. Provide requested information and
reasonable assistance in addressing component end-of-life and other
support, service and supply issues. Supplier Management Provide
supplier details and provide interim supplier management for T&C's,
supplier quality data, cost reduction performance, and on time
delivery. Without limitation of the foregoing, Seller will follow Lead
Purchasers' reasonable instructions with respect to suppliers of the
Business and take all steps reasonably necessary to preserve the
benefits of all agreements and relationships that Seller has with such
suppliers for the benefit of Lead Purchaser, including: (i) not
assigning, transferring or encumbering such agreements and
relationships; (ii) providing Lead Purchaser with the benefits
afforded Seller under such agreements and relationships (including the
benefits of warranties on a pass-through basis as allowable under the
supplier's warranty terms); (iii) enforcing Seller's rights with
respect to such agreements and relationships; (iv) not amending or
altering any such agreements and relationships without Lead
Purchasers' prior written consent; and (v) without the prior written
consent of Purchasers, not making any material statements to suppliers
regarding Lead Purchasers' plans for the Business. Also, Seller shall
reasonably cooperate with Lead Purchaser in causing suppliers selected
by Lead Purchaser (if any) to execute agreements with Lead Purchaser
on terms and conditions offered by Lead Purchaser and, until such
agreements are reached, purchase materials from such suppliers as
requested by, and on behalf of, Lead Purchaser.
------------------------------------------------- -------------------------------------------------------------------------
Non Production Purchases Provide supplier information and support management for any expensed
or non-production purchases relevant to the manufacture of the product.
------------------------------------------------- -------------------------------------------------------------------------
4. Performance Standards:
As set forth in Section 1.3 of this Transition Services Agreement.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement).
Seller's invoices to Lead Purchaser for Services provided under this
Service Schedule shall include a reasonably detailed breakdown of such
costs.
6. Service Contacts:
Lead Purchaser:
Xxxxx Wooden
TBMS WW Sourcing Director
000 Xxxxxxxxxx Xxxx Xxxx Xxxxxx Xxxx, XX 00000
000-000-0000
xxxxx.xxxxxx@xxxxxxx.xxx
Seller:
Xxxxx Xxxxxx
ParkerVision, Inc.
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
xxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes ___X__No
If so, list software to be used/provided:
----------------------- --------------------------------------- ----------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
======================= ======================================= ================
----------------------- --------------------------------------- ----------------
----------------------- --------------------------------------- ----------------
Service Schedule # 5
Manufacturing and Assembly
1. Start Date: Effective Date
2. End Date: (a) With respect to Cameraman products: 6
Month Anniversary of the Effective Date (b) With
respect to PVTV products: 6 Month Anniversary of the
Effective Date
3. Summary of Services:
-------------------------------------------------------------- ------------------------------------------------------------
Service Name Description/Other Matters
============================================================== ============================================================
Information Access Provide requested information regarding past and current
manufacturing and assembly activities (including, without
limitation, product assembly procedures). Provide requested
information regarding current status of manufacturing
activities.
-------------------------------------------------------------- ------------------------------------------------------------
Assemble, Manufacture and Test Products for Lead Purchaser Per actual PO from Lead Purchaser, acquire material on behalf
of Purchaser (per Service Schedule 4), assemble and test
products on behalf of Lead Purchaser, including using
materials procured by Purchaser and held on consignment by
Seller.
-------------------------------------------------------------- ------------------------------------------------------------
Ship products, per Lead Purchaser's instruction Ship completed products directly to Lead Purchaser's
customers, or to any other location specified by Lead
Purchaser.
-------------------------------------------------------------- ------------------------------------------------------------
Participate, as needed, in the transfer of As needed and as requested by Lead Purchaser or Lead
assembly, assembly, manufacturing, testing, Purchaser's authorized agent or designee, complete
service, and repair of manufacturing and all tasks in a timely manner that would be needed to
test equipment and activities to a products effectively transfer the processes, materials, and
to Lead Purchaser or Lead Purchaser's equipment associated with procurement of materials,
designated manufacturing/test location(s) of contractor.
Lead Purchaser's choice.
-------------------------------------------------------------- ------------------------------------------------------------
Maintain control of consigned inventories Maintain physical and transactional control of
inventories during transition period. Track and
provide periodic reports on materials and inventory
status. Advise Lead Purchaser regarding ability to
manufacturer/assemble in accordance with Lead Purchaser
forecasts.
-------------------------------------------------------------- ------------------------------------------------------------
Service and Repair Assistance Provide assistance regarding service and repair of
products as reasonably requested by Lead Purchaser.
-------------------------------------------------------------- ------------------------------------------------------------
4. Performance Standards:
Maintain performance on key quality, delivery and cost performance
standards as practiced by Seller over the course of doing business
during the past. Without limitation of the foregoing, products
manufactured or assembled hereunder will: (i) upon delivery to Lead
Purchaser, be new, including with respect to all components thereof, in
a factory sealed carton and (ii) for a period ending 90 days following
the date of delivery to the end-user customer, comply with applicable
specifications and be at least equal in quality to products
manufactured or assembled by Seller prior to the Effective Date
(collectively with item (i), the "Warranty"). Without limitation of the
rights and remedies otherwise available to Lead Purchaser under this
Agreement and at law or in equity: (a) prior to the expiration of this
Schedule, Seller will promptly repair or replace, at Lead Purchaser's
option, products that do not comply with the foregoing Warranty and (b)
after such expiration, Seller shall not have such repair or replacement
responsibility, but shall promptly reimburse Lead Purchaser for the
documented costs of servicing or replacing units that do not comply
with the foregoing Warranty. The Services provided hereunder, and
Seller's facilities used to manufacture and assemble products, shall
comply with applicable federal, national, state, provincial and local
laws and regulations. Seller will not knowingly or intentionally
introduce any viruses, worms, Trojan horses, web bugs, time bombs,
"spyware" or other harmful or invasive code or components into any
products manufactured, assembled or delivered hereunder, nor into any
systems of Lead Purchaser, and Seller will exercise reasonable care to
prevent the introduction of such code. Notwithstanding anything in this
Agreement to the contrary, the foregoing obligations in this Section 4
shall survive any expiration or termination of this Schedule and/or
this Agreement.
5. Fees:
Seller's cost (as further described in Section 2.1 of this Agreement)
during the first three months after the Effective Date. Thereafter,
with respect to Cameraman products, at Seller's cost plus 7.5% through
the End Date and, with respect to PVTV products, at Seller's cost plus
10% through the End Date. Seller's invoices to Lead Purchaser for
Services provided under this Service Schedule shall include a
reasonably detailed breakdown of such costs.
6. Service Contacts:
Lead Purchaser:
Xxxxx Xxxxx
Director, US Manufacturing Operations
000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000
Phone: 000 000 0000
Email: xxxxx.xxxxx@xxxxxxx.xxx
Seller:
Xxxx Xxxxxxxxxx
Director of Manufacturing
0000 Xxxxxxxxxx Xxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
Email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx
7. Describe cost methodology and cost drivers affecting Fees (if any):
8. Software: (Will software be provided for use by Lead Purchaser under
this Service Schedule?)
_____Yes X No
If so, list software to be used/provided:
----------------------- -------------------------------------- -----------------
Software Application Number of Licenses to Be Used/Provided Source Code Y/N
======================= ====================================== =================
----------------------- -------------------------------------- -----------------
----------------------- -------------------------------------- -----------------
EXHIBIT B
Form of Supplemental Schedule of Services
1. Schedule #:
2. Functional Area:
Indicate below if alternate start/end date:
Start Date:________________
End Date:__________________
3. Summary of Services: (Describe the Service(s) to be provided in
appropriate detail.)
----------------------- --------------------------------------------------------
Service Name Description/Other Matters
======================= ========================================================
----------------------- --------------------------------------------------------
----------------------- --------------------------------------------------------
----------------------- --------------------------------------------------------
----------------------- --------------------------------------------------------
----------------------- --------------------------------------------------------
----------------------- --------------------------------------------------------
----------------------- --------------------------------------------------------
4. Performance Standards: (State minimum performance expected for each
Service, if different from the generally applicable standards.)
5. Total Fees: (Attach separate Fee schedule if appropriate.)
6. Project Manager:
Lead Purchaser:
Seller:
7. Describe cost methodology and cost drivers affecting estimated Total
Fees:
8. Describe the process by which the cost of the Services and the Fees
will be adjusted in case of an increase/decrease in the Services
provided (if different than as otherwise set forth in the Agreement)
(Describe on an individual service basis if necessary):
9. Software: (Will software be used or included with the Services to be
provided under this Service Schedule?)
_____Yes _____No
If so, list software to be provided:
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application Number of Licenses to Be Provided Source Code Y/N
========================================================= ========================================== ===================
--------------------------------------------------------- ------------------------------------------ -------------------
--------------------------------------------------------- ------------------------------------------ -------------------
Upon execution of this Service Schedule by both parties, it shall be deemed
incorporated into and made part of that certain Transitional Services Agreement.
Lead Purchaser Seller
By: By:
------------------------------ -----------------------------------
(Authorized Signature) (Authorized Signature)
Date: Date:
---------------------------- ---------------------------------
Name: Name:
---------------------------- ---------------------------------
Title: Title:
--------------------------- --------------------------------
Address: Address:
------------------------- ------------------------------
Schedule 1.3
Business Growth Projections
The Services provided by Seller hereunder shall be capable of supporting a
Business with at least US$5 million in product revenue over the 6 month period
following the Effective Date.
