Exhibit 10.14
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
DESIGN AND DEVELOPMENT AGREEMENT
This is an agreement, dated as of August, 1999 ("Effective Date") by and
between SUPERTEC ELECTRONICS LTD., address of 0 Xxxxxxxx Xx., XXX 0000,
Xxxxxxx 00000, Xxxxxx (hereinafter "SUPERTEC"), and NOGATECH address of
0 Xxxxxx, Xx. Xxxx Xxxx 00000, Xxxxxx (hereinafter "CUSTOMER").
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Whereas, CUSTOMER requires a design for a particular semiconductor based on
FUJITSU'S technology.
Whereas, SUPERTEC has expertise in the design of semiconductor products and
believes it can perform the obligations described herein relating to the
production of a design for the Product in accordance with this Agreement; and
Whereas, FUJITSU has expertise in the manufacturing of integrated circuits,
and believes it can perform the obligations described herein relating to the
production of a design for Product and the manufacture of the Product in
accordance with this Agreement;
Whereas, CUSTOMER desires to purchase from SUPERTEC as its supplier of
XX 0000 and targeting for the quantity of more than 100K PCS units per year,
and SUPERTEC desires to sell such semiconductor products which are developed by
NOGATECH and produced by FUJITSU.
Now, therefore, in consideration of the Agreements between SUPERTEC and FUJITSU
the parties hereto agree as follows:
PRODUCTION & DEVELOPMENT
SUPERTEC and CUSTOMER agree to use their respective best efforts to perform the
Design Steps for which such party is responsible as follows and to complete each
such Design Step by the appropriate Target Completion Date as follows:
1. DEFINITION
Project Name: XX 0000
Part Number: CS66-P4 (MB87L2030)
Package: LQFP100
Technology: 0.35 um
2. TURN AROUND TIME
2.1 Validation and Layout-6 weeks
2.2 Prototypes - 8 Weeks Ex. Japan
2.3 Mass Production-
- Lead-Time for first mass production order (including QC) will be no more
than 12 weeks.
- SQTAT with 4 weeks delivery ex Japan, cost 50K DM, SQTAT Slot Time -
6/9/99.
2.4 In case CUSTOMER gets a big order that was out of the forecast, Fujitsu will
deliver the product no longer than 15 weeks. (This lead-time is independent of
the actual load on the Fujitsu Fab).
TERMS OF CONTRACT
1. GENERAL TERMS
This AGREEMENT shall be effective from the date that this agreement is signed by
both parties and shall extend for a term of 5 years from the function approval
of the samples.
The CUSTOMER should confirm in writing the Prototype approval of the ASIC
product as soon as possible after receipt of the Prototype but no later than 30
days.
In the event that CUSTOMER does not specifically reject the prototypes provided
by SUPERTEC in writing within 30 days, such samples shall be deemed to be
accepted by CUSTOMER.
After Prototype approval CUSTOMER will issue a non-binding 6-month rolling
forecast for expected quantity. The rolling forecast shall be updated by the
CUSTOMER in writing every month.
CUSTOMER will be able to increase the actual PO relative to the forecast as
follows
- One month before delivery no change.
- Two month before delivery increase of 10% from the forecast.
- Three month before delivery and above, 15% from the forecast.
Any changes to the specifications of the Product requested by CUSTOMER shall be
subject to mutual agreement by both parties by written consent of both parties,
as to adjustments to the Design and Payment Schedule.
2. PRICES/SHIPMENT
------------------------------------------------------------------------------------------
PRODUCT QTY/YEAR Unit Price Unit Price
Package DIE/Wafer
------------------------------------------------------------------------------------------
0.35um CE66-P4 ** First order *.** USD
------------------------------------------------------------------------------------------
**** *.** USD *.** USD
------------------------------------------------------------------------------------------
****-**** *.** USD *.** USD
------------------------------------------------------------------------------------------
****-**** *.** USD *.** USD
------------------------------------------------------------------------------------------
****-***** *.** USD *.** USD
------------------------------------------------------------------------------------------
****-***** *.** USD *.** USD
------------------------------------------------------------------------------------------
NRE * ***,*** DM
------------------------------------------------------------------------------------------
2nd NRE (in case A. Metal only redesign * ***,*** DM
of redesign) (logic change)
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B. More layers are * ***,*** DM
affected (RAM/ROM
size and/or location
change)
------------------------------------------------------------------------------------------
Supertec work SYNT+SCAN+ATPG **,*** USD
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- **,*** DM will be deducted from the first NRE (P3 Trial Layout),
- NRE includes * pcs ES
- Prices are valid on a cumulative package or wafer base and for calendar
year 1999 to 2001.
- Price for Additional ES is **.** USD.
- In case of 2nd NRE/A the reduction NRE has to be applied, as Fujitsu need
to change the routing metal layer only.
- In case of 2nd NRE/B, the full NRE has to be applied, as Fujitsu need a new
set of masks.
- Maximum number of chips Nogatech can order for the first shipment is ***
units.
- If Nogatech will request to stop the manufacturing of the *** units before
Fujitsu made the package and the testing. Nogatech will cover the actual
expenses that Fujitsu had up that point according to a price of $*.* per
chip.
Minimum order quantity is ****pcs. With deliveries within one year starting
from first mass production delivery date. Min LOT ****** each type package
or wafer/die.
3. PAYMENT
3.1 Payment for Mass Production orders Net 30 days, plus 17% VAT, covered by
CUSTOMER, Bank Guarantee in advance. After one year from first mass
production shipment date, the bank guarantee will be reviewed with the
intention to either reduce amount or cancel it.
3.2 Prices for Unit Price are in USD and price for NRE is in DM.
[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3.3 The NRE'S Costs will be invoiced as follows:
25% at project start
50% at sign-off
25% at prototype delivery
4. SHIPMENT AND BILLING
4.1 Shipment from Supertec warehouse to Nogatech in Israel.
4.2 Drop shipments from FMG to Nogatech to max. 2 addresses.
4.3 All xxxxxxxx are from Supertec to Nogatech.
GENERAL
1. EXCLUSIVE RIGHTS AND CONFIDENTIALITY
Either parties understand and hereby acknowledge that it may become informed of,
and access to, confidential information of the other party including, but not
limited to trade secrets and technical information, and that such information is
the exclusive property of the other party.
Parts of the product which are not trade secrets or professional secrets or
commonly known and are released by the CUSTOMER, may be used in other designs
completed by SUPERTEC or FUJITSU or 3rd parties.
It is agreed that CUSTOMER is the owners and holders of all proprietary
rights and has exclusive rights and absolute title respecting all of the data
base that he has given to SUPERTEC including all inventions process,
know-how, computer program, and technical data and information trade secrets,
copy writing and any other rights with respect to the foregoing.
2. RESPONSIBILITY
CUSTOMER will be responsible for Prototypes and Sign Off Approvals and for all
the developmental work for both the CUSTOMER and SUPERTEC.
3. FORCE MAJOR
Neither party to this Agreement shall be liable for its failure to perform any
of its obligations hereunder during any period in which such performance is
prevented by any cause beyond its control such as war, riots, sovereign act,
civil conditions, act of God, earthquakes, epidemics, floods, fires, quarantine
restrictions, accident, strike or lock out (also on part of suppliers), delays
in transportation, raw material shortages or delay in the delivery of essential
operating supplies or raw materials. An agreed
delivery period shall be extended for the time after which such prevention
continues and for a reasonable period.
4. APPLICABLE LAW; JURISDICTION
The validity, performance and construction of this Agreement shall be governed
by the laws of Israel, and Tel Aviv. Israel, shall be the appropriate venue and
jurisdiction for the resolution of disputes hereunder.
5. INVALIDITY
Should any one or more parts of this agreement be declared invalid by any court
of jurisdiction for any reason, such decision shall not affect the validity of
any portions, which shall remain in full force can effect as if this agreement
has executed with the invalid part or parts thereof eliminated.
6. ATTORNEY'S FEES
The prevailing party in any legal action arising out of or related to this
Agreement shall be entitled to its reasonable court costs and attorneys' fees.
SUPERTEC ELECTRONICS LTD. NOGATECH
BY: SUPERTEC ELECTRONICS LTD. BY: NOGATECH
NAME: XXXXXX XXXXX NAME: XXXX XXXXXX
SIGNATURE: /s/ Xxxxxx Xxxxx SIGNATURE: /s/ Xxxx Xxxxxx
----------------- ----------------
TITLE: DIRECTOR TITLE: PRESIDENT
DATE: 30/8/99 DATE: 30/8/99
