1
EXHIBIT 10.10
All sections marked with two asterisks ("**") reflect portions which have been
redacted. The unredacted exhibit has been filed separately with the Securities
and Exchange Commission as part of a request for confidential treatment.
Private-Label/Supplier Agreement
Analog Scrambling Modules
AGREEMENT
THIS AGREEMENT made this 8th day of August, 1995 between Transcrypt
International, having an office address at 0000 X.X. 0xx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000-0000 (herein called "Transcrypt"), and Motorola, Inc., by and
through its Radio Products Americas Group, having an office at 0000 X. Xxxxxxx
Xxxx., Xxxxxxxxxx, Xxxxxxx 00000 (herein called "Motorola").
WITNESSETH
WHEREAS, Motorola has prepared requirements and specifications
for Motorola Private-labeled Analog scrambling modules (hereinafter the
"Module(s)"); and
WHEREAS, Transcrypt has well developed and proven expertise in the
design, manufacture, production, sale and support of certain types of analog
scrambling equipment; and
WHEREAS, Motorola desires to have Transcrypt design, manufacture and
produce exclusively for Motorola the said Modules; and
WHEREAS, Transcrypt is willing to design, manufacture, produce and
sell the Modules exclusively to Motorola for resale by Motorola.
In consideration of the mutual promises and agreements herein
contained and other valuable consideration, the parties mutually agree as
follows:
1. STATEMENT OF WORK. Transcrypt shall furnish all labor,
materials, equipment, personnel, facilities and services to design and
manufacture, the Modules, according to Motorola's requirements and
specifications attached hereto as Exhibit A and made a part hereof, and
according to the program schedule attached hereto as Exhibit B and made a part
hereof. The Module shall be manufactured exclusively for Motorola. The
Modules shall strictly comply to Motorola's requirements and specifications,
and shall meet or exceed Motorola's Acceptance Criteria, which is attached
hereto as Exhibit D and made a part hereof.
2. PURCHASE ORDERS. Motorola shall issue purchase orders to
Transcrypt for the Modules from time to time as needed by Motorola in lots of
100 or more Modules. Transcrypt shall fax acknowledgments of receipt of
purchase orders within one (1) day after receipt. A scheduled ship date for
the material being requested must be provided within fifteen (15) days after
receipt of the
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Private-Label/Supplier Agreement
Analog Scrambling Modules
purchase order. Transcrypt's failure to acknowledge will have no effect on the
validity or binding nature of the purchase order as Transcrypt shall be
conclusively presumed to have accepted all purchase orders which are issued
pursuant to and in conformance with the terms of this Agreement. Only the
terms and conditions contained in this document and in Motorola's standard
purchase order form, current at the time of purchase, shall apply to the
purchase of Modules pursuant to this Agreement. To the extent of any
inconsistency or conflict between this document and the terms and conditions of
such purchase order, this document shall control, Any terms and conditions
contained in Seller's acknowledgment forms or elsewhere shall not change, alter
or add to these terms and conditions in any way and shall be of no effect.
3. TIMING AND QUANTITY. The timing and quantity, other than the
minimum quantity, of each purchase of Modules by Motorola shall be as
determined by Motorola. Motorola shall not be obligated to purchase the
Modules exclusively from Transcrypt. Transcrypt will ship the Modules to
Motorola only in response to purchase orders submitted by Motorola to
Transcrypt. Module destination and delivery schedules shall be set forth in
purchase orders issued to Transcrypt by Motorola.
4. TERM. This Agreement shall commence as of the date hereof and
continue in force for a period of three (3) years. Thereafter the term may be
extended through the written agreement of both parties hereto.
5. EXCLUSIVE AGREEMENT. During the term of this Agreement and
any extension thereof, Transcrypt will design, manufacture, produce and sell
exclusively to Motorola, the Modules, and any and all alterations and
modifications thereto.
6. PRODUCT CHANGES. Either party may from time to time suggest
alterations or modifications in the design, materials, and specifications of
the Modules for the purpose of improving performance capabilities, reliability,
function or serviceability. However, no alteration or modification to the
Modules shall be made unless mutually agreed in writing by both parties. If
the change is due to the quality, performance, or material issue, and was the
result of Transcrypt's design, the related cost will be Transcrypt's
responsibility. If other changes are necessary, the responsibility for the
cost thereof shall be mutually agreed to between the parties.
7. MOTOROLA BRAND. Transcrypt agrees that it will, upon request
from Motorola, xxxx the Modules purchased by Motorola with the trademark
MOTOROLA in accordance with specifications as set by Motorola from time to
time. If no request is made by Motorola, the Module shall bear no brand name
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Private-Label/Supplier Agreement
Analog Scrambling Modules
or logo. No license, either express or implied, is intended by this Agreement
for the use of a Motorola trademark in connection with other Transcrypt
products. Except with respect to products specifically sold to Motorola,
Transcrypt shall have no right to use the trademark MOTOROLA, the trade name
"Motorola" or any other trademark owned by Motorola in the production, sale,
lease or advertising of any of its products or on any product container,
component, part, business forms, sales, advertising and promotional materials
or other business supplies or materials, whether in writing, orally or
otherwise.
8. PRICE. Motorola shall pay Transcrypt for the Modules in
accordance with the prices set forth on Exhibit C, attached hereto and made a
part hereof. Pricing may be reviewed and adjusted on each anniversary date of
this Agreement by mutual agreement of Motorola and Transcrypt. Upon the
agreement of a new price, both parties shall execute an addendum to the
Agreement stating the new prices for the then current year.
9. WARRANTY. Transcrypt agrees that all Modules delivered
hereunder, shall be free from defects in design, material and workmanship for a
period of one (1) year from the date of shipment, and shall conform to all
applicable specifications, requirements, and other descriptions specified by
Motorola. Such warranty shall cover the cost of replacement parts and
Transcrypt labor at no charge to Motorola or the Motorola customer/end user.
Transcrypt agrees to fulfill its warranty obligations hereunder as follows:
(a) Defective Modules must be returned to Transcrypt, 0000 X.X.
xxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000.
(b) Modules returned to Transcrypt are to be shipped best-way,
freight prepaid by the shipper.
(c) Transcrypt will promptly repair or replace, free of charge,
any Modules which have failed or do not perform properly in normal use
and operation or do not meet specifications. This warranty does not
cover any Modules which have been subject to improper installation or
operation, misuse, abuse, accident, neglect or damage, or if
unauthorized alterations have been made.
(d) Transcrypt will examine all products which are returned for
repair or replacement under warranty. Upon receipt thereof,
Transcrypt will determine if the product meets the above criteria for
coverage under the warranty. If the product has been subjected to
conditions which exclude coverage under the warranty, the shipper will
be so advised. Tne shipper may then authorize paid repair service or
other disposition of the product.
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Private-Label/Supplier Agreement
Analog Scrambling Modules
(e) Transcrypt will return all products under warranty UPS Second
Day, freight prepaid, to the original shipper or the shipper's
designee.
(f) Motorola may elect to make its own warranties of the Modules
to its end users or distributors but Transcrypt's warranty obligations
shall be governed solely by this Agreement.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL TRANSCRYPT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO
THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
10. DISCONTINUE MANUFACTURING. In the event Transcrypt discontinues
the manufacture of the Modules at the end of this Agreement, Transcrypt shall
provide replacement parts and repair capabilities for a period of seven (7)
years after termination of said Agreement, provided that Transcrypt has been
the exclusive manufacturer and seller to Motorola of the Modules at said
termination. Prices shall be mutually determined at the time of such
discontinuance. Transcrypt shall provide Motorola with written notice sixty
(60) days prior to such discontinuance.
11. PAYMENT. Payment terms shall be net thirty (30) days from
receipt of invoice by Motorola.
12. TAXES. All prices are exclusive of any amount for Federal,
state or local excise, sales, use, retailers' occupation, property or similar
taxes. If any such tax or taxes is or are determined to be applicable to any
transaction hereunder or Transcrypt is required to pay or bear the burden
thereof, the prices shall be increased by the amount of such taxes, and
Motorola shall pay Transcrypt the full amount of any such increase no later
than thirty (30) days after receipt of an invoice therefor. A request for
exemption from any tax must be accompanied by a properly executed tax exemption
certificate or resale exemption number.
13. ACCEPTANCE. Transcrypt will perform performance tests in
accordance with the test plan attached hereto in Exhibit D to determine whether
the Modules strictly comply in all details to the specifications and the
product requirements set forth in Exhibit A, and the testing requirements set
forth in the Motorola test documents listed in Exhibit D. Transcrypt will
submit historical and current test data to Motorola for review. The current
test data will be submitted as soon as possible but in no event later than
sixty (60) days from the date hereof. Motorola will promptly review such data
and perform any tests it
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Private-Label/Supplier Agreement
Analog Scrambling Modules
deems necessary and will notify Transcrypt within thirty (30) days thereof of
its acceptance or rejection of the Modules. In the event Motorola rejects any
test data, Transcrypt shall have sixty (60) days to correct any deficiencies.
If after such sixty (60) day period, the problems have not been resolved to
Motorola's satisfaction, Motorola shall have the option to either terminate
this Agreement or accept the units of Modules as provided with Transcrypt's
plan for compliance with the specifications.
14. CONFIDENTIAL INFORMATION. The parties further agree as
follows: (a) "Confidential Information" is defined as any
device, graphics, written information or information in other
tangible forms that is disclosed to the receiving party by the
disclosing party and that is marked at the time of disclosure
as being "Confidential" or "Proprietary". Information
disclosed orally or visually and identified at that time as
Confidential shall be considered as "Confidential Information"
if it is reduced to tangible form, marked Confidential and
transmitted to the receiving party within thirty (30) days
after the oral or visual disclosure.
(b) Unless otherwise expressly authorized by the
disclosing party, the receiving party agrees to retain the
"Confidential Information" in confidence for the "Confidential
Period" defined below, during which period the receiving party
shall not disclose the received "Confidential Information" to
any third party, and shall not use the received "Confidential
Information" other than in the manner and to the extent
authorized by this Agreement. The "Confidential Period" shall
mean two (2) years from the expiration or termination of this
Agreement or until such time as the information no longer
qualifies as "Confidential Information" pursuant to Paragraph
(d).
(c) Each party shall use its best efforts to limit
dissemination of the other's "Confidential Information" to
such of its employees who have a need to know for the purposes
of performing this Agreement.
(d) Notwithstanding any other provisions of this
Agreement, each party acknowledges that "Confidential
Information" shall not include any information which:
(1) Is or becomes publicly known through no
wrongful act on the receiving party's part;
or
(2) Is, at the time of the disclosure under this
Agreement, already known to the receiving
party without restriction on disclosure; or
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Private-Label/Supplier Agreement
Analog Scrambling Modules
(3) Is, or subsequently becomes, rightfully and
without breach of this Agreement, in the
receiving party's possession without any
obligation restricting disclosure; or
(4) Is independently developed by the receiving
party without breach of this Agreement; or
(5) Is furnished to a third party by the
disclosing party without a similar
restriction on the third party's rights; or
(6) Is explicitly approved for release by written
authorization of the disclosing party.
(e) Each party agrees to return to the disclosing party
upon request, the devices, graphics, writings and information
in other tangible forms containing any of the "Confidential
Information" referred to in Paragraph (a) and any copies of
"Confidential Information".
(f) No license, express or implied, in the "Confidential
Information" is granted to either party other than to use the
information in the manner and to the extent authorized by this
Agreement.
(g) The receiving party acknowledges that it is not
prohibited by the Office Of Export Administration for the US
Department of Commerce from receiving technical information,
know-how, data or other information and the receiving party
agrees not to export such information, or products
incorporating it, to any prohibited country. It should be
noted the modules described in Exhibit A require an export
license from the US State Department, and may not be exported
without approval from the US State Department, Office of
Munitions Control.
(h) Notwithstanding the foregoing, in the event it
becomes necessary for Transcrypt to disclose the
specifications for the Module in order to develop the Module,
then Transcrypt may disclose said specifications to the extent
necessary to develop the Module provided, however, Transcrypt
shall not (to the extent possible) reveal that Motorola was
the source of said specifications.
15. BACKGROUND PATENTS. Transcrypt and Transcrypt affiliates
agree not to assert any rights under any patent, copyright, trademark or any
claim of trade secret generated as a result of co-developed products, which
will or might inhibit,
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Private-Label/Supplier Agreement
Analog Scrambling Modules
prevent, or otherwise interfere with Motorola's ability to make, use, or sell,
or have made, or have sold, or cause to be sold, the co-developed products.
16. INTELLECTUAL PROPERTY RIGHTS. Transcrypt and Motorola agree to
maintain their respective ownership of all patents, copyrights and intellectual
property. Transcrypt and Motorola hereby agree to separately defend any claims
regarding Intellectual property rights and product warranty issues. Each party
will defend their separate claims at their own expense.
In the event Transcrypt defaults on the contract as specified herein,
Motorola reserves the rights to buy the modules for a period of seven years.
If Transcrypt is unable to comply with this (i.e., ceases to be in business),
Motorola reserves the right to license and access the technology, at a
reasonable fee, for the purpose of module production.
17. SUPPORT ARRANGEMENTS. In consideration of the prices
payable hereunder and other covenants of Motorola herein, Transcrypt agrees to
provide Motorola a reasonable level of support services with respect to the
repair and sale of the Modules, consulting services and technical advice on
field equipment problems. These services shall be provided by Transcrypt at no
additional charge. However, if Transcrypt intends to impose a charge for said
services, Transcrypt will notify Motorola in writing of the reason for
assessing such charges, and the amount thereof [at least sixty (60) days] prior
to the effective date of such [charges] services. Such services shall be
performed with reasonable notice and upon reasonable request by Motorola and
shall be made available at mutually satisfactory times and places.
18. LITERATURE. Transcrypt will supply reasonable quantities of
technical manuals and other technical materials pertinent to the Module. This
includes source material for generating marketing material as it pertains to
analog scrambling and their use in analog radio systems. Motorola, at its
expense or under a separate cooperative advertising agreement with Transcrypt,
will prepare normal, internal sales promotion, advertising and other printed
media pertaining to the Modules. Motorola will also prepare, at no charge to
Transcrypt, compatible, internal sales price schedules for the Modules. In
order to assist Transcrypt in providing the highest quality support under
Paragraph 17 Motorola agrees at its discretion, to provide Transcrypt with
copies of literature that is generated by Motorola relative to the Modules.
19. F.O.B. All products shall be sold and delivered by Transcrypt
F.O.B. Transcrypt's plant, Lincoln, Nebraska. Motorola agrees to pay
transportation and shipping charges from the F.O.B. point to destination. The
risk of loss of all products
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Private-Label/Supplier Agreement
Analog Scrambling Modules
is on Motorola when the products are delivered to the carrier. The choice of
carrier is up to Motorola, but if no carrier is specified, Transcrypt will ship
the best way.
20. DEFAULT. Motorola may terminate this Agreement without any
liability hereunder upon written notice to Transcrypt, in the event Transcrypt
fails to perform or comply, or so fails to make progress as to endanger
performance or compliance with any provisions of this Agreement, including
Transcrypt's warranties. No termination by Motorola for default or breach
shall be effective unless and until Transcrypt shall have failed to correct
such alleged default or breach within thirty (30) days after receipt by
Transcrypt of a written notice specifying such default. Notwithstanding the
above provisions of this paragraph, Transcrypt shall not be liable for delays
or defaults due to causes beyond its control and without its fault or
negligence if Transcrypt promptly notifies Motorola advising of such delay and
its cause.
21. TERMINATION. Either party, by written notice, may terminate
this Agreement at its convenience. Such termination to be effective sixty (60)
days after written notice is received by the defaulting party. In the event of
termination of this Agreement by Motorola, pursuant to this Paragraph, Motorola
agrees to purchase any and all module material which is imprinted or otherwise
marked with the trademark MOTOROLA, or if such material has been contracted for
but not delivered, Motorola shall reimburse Transcrypt for any cancellation
charge assessed against Transcrypt for the cancellation of any such material.
In addition, should such cancellation for Motorola's convenience, Motorola
shall also be liable for [up to a one hundred and eighty (180) day supply of
any unique (unique to the extent the components cannot be used by Transcrypt in
future production requirements) component cancellation and/or assessment charge
made against Transcrypt as quantity price restructuring for unique components
already delivered to Transcrypt. Such reimbursement of assessment by suppliers
of imprinted or marked materials and unique components against Transcrypt shall
be the total liability of Motorola in the event of termination of this
Agreement by Motorola, pursuant to this Paragraph. Termination of this
Agreement pursuant to this Paragraph shall not, however, release or relieve
either party from making payment or fulfilling obligations which may be owing
to the other party under the terms of this Agreement prior to the date of
termination.
After receipt of a notice of termination by Motorola, pursuant to this
Paragraph Transcrypt shall submit to Motorola its termination claim. Such
claim shall be submitted promptly, but no later than ninety (90) days after the
effective date of termination.
Transcrypt agrees that Motorola shall have a period of sixty (60) days
after receipt of Transcrypt's claim for reimbursement pursuant to this
Paragraph 21, to
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Private-Label/Supplier Agreement
Analog Scrambling Modules
inspect and audit all books and records at Transcrypt office at 0000 X.X. xxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, at all reasonable times during normal
business hours Monday through Friday, pertaining to such claim.
Upon payment by Motorola to Transcrypt for any materials imprinted or
marked with the name Motorola and any unique components, Transcrypt shall
promptly turn over to Motorola all such materials and unique components.
In the event of termination of this Agreement by Transcrypt pursuant
to this Paragraph, and the inability of Motorola to locate within a reasonable
time thereafter, another supplier of the Modules, Transcrypt agrees to
reimburse Motorola for all unused sales promotion, advertising and other
printed media material pertaining to the Modules which Motorola has on hand at
the time of such cancellation by Transcrypt.
Upon payment by Transcrypt to Motorola for all such sales literature, Motorola
will promptly turn over to Transcrypt all such material.
22. Force Majeure. If the performance of one of the parties
hereto is suspended by reason of Force Majeure, that party shall immediately
notify the other party in writing of the event, its cause and possible
consequences. Upon such notice, both parties may suspend performance of all or
part of its obligations, to the extent commercially reasonable, except for the
obligation to pay amounts due and owing but only to the extent and only for so
long as its performance is prevented by the event of Force Majeure. In the
event the Force Majeure prevents performance for more than ninety (90), or
greater number of days if mutually agreed to in writing by the parties hereto
within thirty (30) days after the written notice of Force Majeure is issued,
either party may terminate this Agreement on written notice to the other
without any liability hereunder, except the obligation to make payments that
are due to such date and those contained in Paragraph 14 herein.
23. TOOLING. Transcrypt retains rights and ownership to all
tooling incurred by Transcrypt
24. NOTICES. All notices, requests, demands or other
communications hereunder shall be in writing and sent United States registered
or certified mail, return receipt requested, or overnight mail, postage prepaid
as follows:
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Private-Label/Supplier Agreement
Analog Scrambling Modules
If to Motorola:
Motorola, Attention: Xxxxx Xxxxxx, 0000 X. Xxxxxxx Xxxx., Xxxxxxxxxx,
XX 00000
If to Transcrypt:
Transcrypt International, Attention: Xxx Xxxxxxxxx, 0000 X.X. xxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000.
Any party by notice given in conformity with the above provisions may
change the name and addresses above set forth.
25. OPTION TO RENEW. Any option to extend the term of this
Agreement as hereinafter in this Agreement granted to Motorola, may be
exercised by Motorola by giving Transcrypt notice, in writing, at least thirty
(30) days prior to the end of the initial term or any renewal term. Such
notice shall be sent in accordance with Paragraph above.
26. RENEWAL TERM. Transcrypt hereby grants to Motorola successive
options to extend the term of this Agreement for additional periods. Each such
option may be exercised only if all preceding options have been exercised,
i.e.:
First option for a period of one (1) year
Second option for a period of one (1) year
The exercise of each such option by Motorola shall extend the term of
this Agreement for the period indicated upon all the terms and conditions of
this Agreement.
27. RELATIONSHIP. This Agreement does not constitute an agreement
of partnership, agency or joint venture between Motorola and Transcrypt, the
sole relationship being that of independent supplier and purchaser under which
neither is authorized to bind the other.
28. ENTIRE AGREEMENT. This Agreement constitutes the entire and
final expression of the agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporaneous negotiations,
offers, discussions, arrangements, promises, representations, agreements and
understandings of the parties in connection therewith.
29. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by, the laws of the State of Florida.
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Private-Label/Supplier Agreement
Analog Scrambling Modules
30. HEADINGS. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part
hereof.
31. ASSIGNMENT. Neither party hereto shall assign this Agreement
without the written consent of the other party. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
successors and permitted assigns.
32. MODIFICATIONS. No revision or modification of this Agreement
shall be effective unless it is in writing and signed by authorized
representatives of the parties.
33. WAIVER. Failure or delay on the part of either party to
exercise any right, power, privilege or remedy hereunder shall not constitute a
waiver thereof. A waiver, to be effective, must be in writing and must be
signed by the party making the waiver. A written waiver of default shall not
operate as a waiver of any other default or of the same type of default on a
future occasion.
34. MINIMUM PURCHASE OBLIGATION. For consideration of Transcrypt's
agreement to sell exclusively to Motorola, notwithstanding anything else
contained in this agreement, Motorola agrees to purchase a minimum of ** modules
(in any combination) during an 18 month period beginning with the HT 1000 and
GP350 socketed product launches. Expected product launch dates are included in
the program schedule attached hereto as Exhibit B and made a part hereof. This
date can be changed by mutual agreement. A minimum initial order of ** modules
will be placed to meet the ship date requirements currently scheduled. The **
modules are broken down as ** modules for the HT1000, (scheduled for October
1995), and ** modules for the GP350, (currently scheduled for no later than the
4th quarter of 1995). Exact scheduling of the shipments to be determined.
35. USE OF TRANSCRYPT INTERNATIONAL TRADEMARKS. Transcrypt
licenses Motorola to use the Trademarks Transcrypt, Cypto-Voice-Plus (CVP) and
SC20-460 in Motorola's Sales and Marketing literature which pertains to the
marketing of the said modules in this agreement. The context in which these
Trademarks are used must be approved by Transcrypt prior to the release of such
material.
36. TRANSCRYPT'S RIGHT TO MOTOROLA's DISTRIBUTION CHANNEL. This
agreement does not give Transcrypt any right to information on Motorola's
distribution channel, or exclusive right to provide modules for Motorola's
distribution channel.
All sections marked with two asterisks ("**") reflect portions which
have been redacted and filed separately with the Securities and Exchange
Commission as part of a request for confidential treatment.
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Private-Label/Supplier Agreement
Analog Scrambling Modules
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed in two counterparts on the date first above-mentioned.
MOTOROLA.
Signature: XXXXX XXXXXX
-----------------------------
Title: Xxxxx Xxxxxx
Director - Low Mid Tier Conventional Products
Radio Products America's Group
Motorola, Inc.
Date: August 8, 1996
-----------------------------
TRANSCRYPT INTERNATIONAL
Signature: XXXXXXX X. XXXXXX
-----------------------------
Title: Xxxxxxx X. Xxxxxx
President and C.O.O.
Transcrypt International
Date: August 8, 1995
-----------------------------
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Private-Label/Supplier Agreement
Analog Scrambling Modules
EXHIBIT A
PRODUCT DESCRIPTION
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Private-Label/Supplier Agreement
Analog Scrambling Modules
PRODUCT DESCRIPTION
PRODUCT DESCRIPTION: HT 1000 & GP350 HOPPING CODE ANALOG SCRAMBLER
HT 1000 Scrambler GP350 Scrambler
Number of Codes >100 Trillion >100 Trillion
Scramble Method Hopping Code Hopping Code
Install Method Plug-In Plug-In
Manufacturer Transcrypt for Motorola Transcrypt for Motorola
Distributor Motorola 2-Way Dealers Motorola 2-Way Dealers
Over Air ReKeying Yes Yes
Connector Configuration 25 Pin 15 Pin
Pre-Alert Tone Yes (Programmable On/Off) Yes (Programmable On/Off)
On/Off Selection A. Single Button Toggle A. Single Button Toggle
Alternatives B. Three Position Switch
C. C. Emergency Button
D. D. Concentric Switch (kit)
Audio On/Off Yes (Programmable On/Off) Yes (Programmable On/Off)
Visual On/Off A. LED Flash (Prog On/Off) A. LED Flash (Prog On/Off)
B. 3 Pos. Switch Setting (Front Cover LED
C. Concentric Switch (kit) Optional)
Transcrypt Part M020-460-01 M020-460-03
Number
Distribution Center Plantation, Florida Mt. Pleasant, Iowa
Schaumburg, Illinois (APD) Schaumburg, Illinois (APD)
Functionality Kits Concentric Switch Front
Available Cover (Std.)
Concentric Switch Front
Cover (DTMF)
Radio Incompatibility None Radios with DTMF Inst
The analog scrambler module will be designed as a plug-in module for either the
GP350 or HT1000 portable. The GP350 will accommodate a 15 pin option board
interface, while the HT1000 will have a 25 pin interface.
Scrambler module programming will be accomplished using the existing radio
interface box (RIB) and GP350/HT1000 programming cables.
The scrambler software will be supplied by Transcrypt for distribution by
Motorola. A separate copy of programming software will be developed for the
HT1000 and GP350 radio. This programming software will be a DOS based program
designed to operate on PC compatible computers. All additional Motorola
products that use the M020-460-01 or M020-460-03 scrambling modules will have
scrambling programming software supplied by Transcrypt for distribution by
Motorola. This transaction will be detailed in a separate supplier agreement.
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Private-Label/Supplier Agreement
Analog Scrambling Modules
Both the HT1000 and GP350 scramblers will be compatible with Transcrypt's
analog encryption algorithm found on SC20-460 series of scramblers on the
market today.
The scramblers will use Transcrypt Flashcall signaling. This signaling is used
for synchronization of the scramblers, and also provides Over- The-Air (OTAR)
reprogramming capabilities.
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Private-Label/Supplier Agreement
Analog Scrambling Modules
EXHIBIT B
PROGRAM SCHEDULE
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Private-Label/Supplier Agreement
Analog Scrambling Modules
Program Schedule
----------------
HT GP
GOAL GOAL Responsible
---- ---- -----------
Full Staffing 3/20/95 Completed 5/08/95 Completed Schukai
Concept Design Review 4/18/95 Completed 4/18/95 Completed Schukai/
Transcrypt
Contract Book Complete 4/30/95 4/30/95 Xxxxxx/
Schukai
Schematic Updated 5/05/95 Completed 6/03/95 Completed Xxxxxxx/
Xxxxxxxx
Board Layout Complete 5/12/95 Completed 6/09/95 Completed Xxxxxxxxx
Transcrypt to Receive 6/17/95 Completed 6/17/95 Completed Xxxxxxx/
Alpha Radios to test Xxxxxxxx
Transcrypt to Supply 6/20/95 Completed 9/23/95 Transcrypt
Alpha Scramblers
Alpha Scrambler RSS to 7/04/95 Completed 9/23/95 Transcrypt
Motorola
Alpha Radio Electrical 6/30/95 Completed 9/30/95 Xxxxxxx/
Eval Xxxxxxxx
/Sign off Alpha
Scramblers
Pilot Radio Build (50) 8/11/95 10/07/95 Xxxxxxx/
Bond
Beta Scramblers to Mot. 8/02/95 Completed 10/17/95 Transcrypt
Alpha RSS Approval 8/4/95 Completed 10/17/95 Xxxxxxx/Sch
kai/Schaefei
Final RSS to Motorola 9/01/95 11/11/95 Transcrypt
Beta Mechanical 9/08/95 11/18/95 Xxxxx/
Evaluation Xxxxxxx
System Radio 9/08/95 11/30/95 Xxxxxxx/Sch
Evaluation kai/Xxxxxxxx
Ship Acceptance 10/27/95 11/30/95 Schukai
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Private-Label/Supplier Agreement
Analog Scrambling Modules
EXHIBIT C
PRODUCT QUOTATION
19
Private-Label/Supplier Agreement
Analog Scrambling Modules
PRODUCT QUOTATION
PRODUCTS PRICE PER UNIT
Analog Scrambling Module - 25 pin
M020-460-01 for HT 1000 Portable Radio **
Analog Scrambling Module - 15 pin
M020-460-03 for GP 350 Portable Radio **
20
Private-Label/Supplier Agreement
Analog Scrambling Modules
EXHIBIT D
PRODUCT TEST PLAN
21
Private-Label/Supplier Agreement
Analog Scrambling Modules
PRODUCT TEST PLAN
TESTING
The quality and reliability tests for the new radio boards are as follows:
* Electrical performance
* Static Discharge
* Vibration (MIL Standard 810E Random Vibration)
* Salt spray
* Dust
* Humidity (MIL Standard 810E)
* Shock (MIL Standard 810E)
* Drop (4 foot concrete per internal ALT standards)
Field testing will include approximately 900 hours of beta-site testing with
selected dealers and customers.
Transcrypt will test for compatibility with SC20-460 CVP III scrambling
algorithm.
