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EXHIBIT 10.9
CONTRACT
1. ANDA Networks, Inc., a corporation duly organized and existing under the
laws of United States of America, being registered in the state of Delaware,
and having it's corporate headquarters at 0000 Xxxxxx Xxxx, Xxxxx Xxxxx,
XX00000, hereinafter referred to as ANDA.
2. Wuhan Snow City Communications, Ltd., a corporation duly organized and
existing under the laws of the People's Republic of China, having its
registered office at X0-000, XxxXxXxXxx, HongShan District, Wuhan 430074,
hereinafter referred to as WSCC.
3. WSCC is responsible for design the STM-1/[***]* interface module for ANDA's
UAP 1000/2000, the total design payment is $[***]* USD.
4. Specification of the STM-1/[***]* module, refer to appendix A.
5. Rights and Obligations
5.1. All Intellectual property concerning the developed products belong to
ANDA, and ANDA shall pay the payments according to the development
progress.
5.2. During the process of the development, ANDA must provide the necessary
technology support and relevant documents that are necessary for the
project development.
5.3. WSCC is responsible for product design and test. ANDA is responsible for
providing all components needed in the PCB, manufacturing of the PCB and
mounting of the components on the PCB, and providing the test bench for
the design (UAP 1000 test systems).
5.4. For the duration of the development ANDA will loan the relevant software
development tools and test instruments to WSCC.
5.5. For the convenience of test and verification, ANDA will provide two sets
of UAP systems and WSCC shall pay the unburdened cost of goods (COGS),
plus any associated shipping, handling and import costs.
5.6. WSCC shall provide their best efforts to support ANDA in resolution of any
technical problems related to ANDA's integration and verification of the
STM1/[***]* boards.
6. Confidential agreements
ANDA and WSCC must keep all technical documents concerning the products that
WSCC has developed secret during the development, and also for a minimum period
of three years after the development contract is completed. Neither ANDA nor
WSCC can provide the products information to any third part without the
permission of the other party. The exception to this would be if a third party
subsequently acquires either party. In this case, the intellectual property and
confidentiality shall be transferred to the acquiring party.
Schedule
7.1. [***]*, sign the Contract between ANDA and WSCC, initial payment
becomes due to WSCC in the amount of $[***]* USD (Payment transfer
dependent on WSCC providing relevant account information).
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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7.2. [***]*, ANDA Confirms the STM-1 technical specifications and provides the
description of Backplane Pins, PCB dimensions, [***]* reference design,
TDM bus interface reference design, board reset circuit reference design,
[***]* reference code, [***]* development platform and the associated
[***]* development platform, and ANDA [***]* driver to WSCC.
7.3. [***]*, WSCC will have completed the circuit design, FPGA design,
software design, and provided a [***]* Upon completion of these
milestones, ANDA shall pay the amount of $[***]* USD. At this time WSCC
shall start the PCB layout.
7.4. [***]*, design review will be held in Wuhan. Prior to the design review,
ANDA shall provide the [***]* between STM-1 module and system module of
UAP2000/1000. After the design review, WSCC shall provide the Gerber and
the associated files necessary for PCB fabrication and assembly, and also
the [***]* documents to ANDA. Upon completion of these milestones, ANDA
shall then pay the amount of $[***]* USD to WSCC.
7.5. [***]*, complete [***]* and software design. Begin board testing,
software and hardware integration.
7.6. [***]*, complete STM-1 module testing, begin [***]* and software design
for [***]*. Upon completion of these milestones, ANDA shall pay the amount
of $[***]* USD to WSCC.
7.7. [***]*, provides all design documents of STM-1 to ANDA and begin [***]*
board testing. ANDA is responsible for system testing and verification
testing. Upon completion of these milestones, ANDA shall pay the amount of
$[***]* USD to WSCC.
7.8. [***]*, complete [***]* board testing and provides all design documents of
[***]* to ANDA. ANDA shall pay the amount of $[***]* USD to WSCC.
7.9. STM-1 and [***]* projects are finished successfully.
7.10. Payments from ANDA to WSCC shall be made to WSCC's nominated agent in
Hong Kong in USD.
8. Force Majeure
8.1. The parties agree that the failure or delays in performance by either
Party caused by force majeure shall be excusable. This provision shall
not, however, release such Party from using its best efforts to avoid or
remove such causes, and each Party will continue in its obligations with
utmost dispatch whenever such causes are removed. Any Party claiming such
excuse for failure or delay in performance shall give prompt written
notice thereof to the other Party.
8.2. For the purpose of this Agreement, force majeure shall mean all events
which are unforeseen, or if foreseen, unavoidable, and that which prevent
total or partial performance by a Party. Such events shall include but not
be limited to floods, droughts, typhoons, earthquakes, natural disasters,
or acts of war.
9. Effective date
The date the contract is signed shall be the effective start date of this
agreement.
10. If there is anything not taken into consideration in this contract, ANDA
and WSCC will sign an additional contract.
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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ANDA Networks, Inc. Wuhan Snow City Communications, Ltd.
Xxxxxx Xxxx Xxx Xx
Director, Marketing General Manager
Signature: Signature:
Date: December 5th, 1999 Date: December 5th, 1999
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Appendix A
1. Specifications
- All functions shall be implemented in a single board and designed for
ANDA's UAP1000/2000.
- Each board provides a STM-1/[***]* optical interface and works in either
[***]* or [***]*.
- Support of STM-1 mode, and can be reconfigured to [***]* mode by
updating design of [***]* and software.
- Supports 1+1 protection in TM mode and [***]* in ADM mode when two boards
are used in UAP1000/2000.
- Both protections are implemented in TDM bus through TDM bus Tri-state
output.
- Line rate: [***]*; Maximum capacity: [***]* channelized or [***]*
channelized.
- Provides S1.1 and L1.1 Optical interface compatible with [***]*.
- [***]* and [***]* meets [***]* requirements.
- Support of Bit Asynchronous Floating Mode operation. Mapping path is
[***]* or [***]*.
- Add/drop interface use ANDA's TDM/19M bus. Bus width is 32 bit and Support
for [***]* or [***]* channelized interface.
- Used [***]* cross connect circuits between [***]* bus and [***]* Mapping
for DS0 grooming.
- Elastic buffers are used for [***]* frame phase alignment.
- System clock is synchronized to reference clocks from backplane.
STM-1/[***]* Module will provide reference clock to backplane.
- The STM-1/[***]* module shall be managed from the craft interface on the
system module. The system module will convert craft commands into ANDA IBC
messages.
- The STM-1/[***]* module shall be managed by SNMP via the Ethernet interface
on the System Module. The [***]* will be implement by the System Module.
The STM-1/[***]* module will implement the [***]*.
- Power supply: [***]*; [***]*: [***]*.
- Power consumption TBD W.
- Operation temperature: [***]*.
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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2. Functional Diagram
[***]*
3. Application
[***]*
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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