General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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1
General Cooperation Agreement concerning Joint Further
Development of the IAT/Deutsche Telekom Software
Codec on the Basis of the Texas Instruments Parallel Processor
TMS320C8x
between
Deutsche Telekom AG, represented by
Xx. Xxxx-Xxxxx Xxxxx, Graduate Engineer
Director of the Department TD23
Xxxxxxxxx Xxxxx Strasse 140
53105 Bonn
- hereinafter referred to as DT -
and
IAT Schweiz AG, represented by
Xx. Xxxxxx Xxxx
General Manager
IAT Schweiz AG
Geschaftshaus Wasserschloss
Xxxxxxxxxxx 00
CH-5300 Xxxxxxxxx-Xxxxx
- hereinafter referred to as IAT -
General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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Table of Contents Page
1. FOREWORD.........................................................................3
1.1 WORK SECTION(S) TYPE "A"........................................................3
1.2 WORK SECTION(S) TYPE "B"........................................................3
1.3 WORK SECTION(S) TYPE "C"........................................................3
2. OBJECT OF THE AGREEMENT..........................................................4
2.1 WORK SECTION 1, OPTIMIZATION OF THE H.320 MVP CODEC, TYPE "A"...................4
2.2 WORK SECTION 2, INTEGRATION OF JPEG CODEC AND H.320, TYPE "B"...................4
2.3 WORK SECTION 3, INTEGRATION OF MPEG1 DECODER AND H.320, TYPE "B"................4
2.4 WORK SECTION 4, MVP CODEC FOR MFKS, TYPE "A"....................................4
2.5 WORK SECTION 5, MPEG1 DECODER, TYPE "B".........................................4
2.6 WORK SECTION 6, EXPANSION OF H.320 MULTI-POINT CAPABLE, TYPE "A"................4
2.7 WORK SECTION 7, MPEG2 DECODER, TYPE "C".........................................4
3. PRICES, RESPONSIBILITY FOR COSTS................................................5
4. COMPLETION DEADLINES............................................................6
4.1 WORK SECTION 1, OPTIMIZATION OF THE H.320-MVP CODEC, TYPE "A"...................6
4.2 WORK SECTION 2, INTEGRATION OF JPEG CODEC AND H.320, TYPE "B"...................6
4.3 WORK SECTION 3, INTEGRATION OF MPEG1 DECODER AND H.320, TYPE "B"................6
4.4 WORK SECTION 4, MVP CODEC FOR MFKS, TYPE "A"....................................6
4.5 WORK SECTION 5, MPEG1 DECODER, TYPE "B".........................................6
4.6 WORK SECTION 6, EXPANSION OF H.320 MULTI-POINT CAPABLE, TYPE "A"................6
4.7 WORK SECTION 7, MPEG2 DECODER, TYPE "C".........................................6
5. PAYMENT TERMS...................................................................6
5.1 WORK SECTION 1, OPTIMIZATION OF THE H.320-MVP CODEC, TYPE "A"...................6
5.2 WORK SECTION 2, INTEGRATION OF JPEG CODEC AND H.320, TYPE "B"...................6
5.3 WORK SECTION 3, INTEGRATION OF MPEG1 DECODER AND H.320, TYPE "B"................7
5.4 WORK SECTION 4, MVP CODEC FOR MFKS, TYPE "A"....................................7
5.5 WORK SECTION 5, MPEG1 DECODER, TYPE "B".........................................7
5.6 WORK SECTION 6, EXPANSION OF H.320 MULTI-POINT CAPABLE, TYPE "A"................7
5.7 WORK SECTION 7, MPEG2 DECODER, TYPE "C".........................................7
6. UTILIZATION RIGHTS, INTELLECTUAL PROPERTY RIGHTS................................7
7. DOCUMENTATION OF THE STATUS OF DEVELOPMENT, DEVELOPMENT RESULTS.................8
8. DEMONSTRATION OF TIME/AMOUNT FRAMEWORK..........................................8
9. PATENTS, PATENTABLE INVENTIONS..................................................9
10. CONFIDENTIALITY................................................................9
2
General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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11. APPROVAL AND WARRANTY OF DEVELOPMENT SERVICES.................................10
12. DURATION OF THE AGREEMENT, SCHEDULE...........................................10
13. NOTICE OF TERMINATION.........................................................11
13.1 GENERAL INFORMATION...........................................................11
13.2 SPECIAL PROVISIONS............................................................11
14. FINAL PROVISIONS..............................................................12
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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1.......................................................................FOREWORD
IAT, together with DT, has developed a codec, the control and compression
algorithms of which function in a completely software-oriented manner. This
creates the greatest possible independence of licenses and chips of third
parties. Furthermore, it guarantees the possibility of rapid adaptation to
future developments in the sector of digital compression and data transfer
protocols. With this general cooperation agreement, the partners agree to the
further development and refinement of the codec board, which is currently a
prototype. The services agreed to according to this agreement are not of
significance for marketing of the codec board as such, but rather represent the
obligations taken on by IAT and DT within the scope of the "MIKS" cooperation
agreement (decisive development of the MIKS codec board).
The work sections described in Section 2 (Object of the Agreement) are the total
amount of work services which IAT and DT intend to jointly achieve in accordance
with this agreement, and therefore during the period of this agreement as
defined in Section 12 (Duration of the Agreement). Each work section is followed
by a "transfer and information phase." The concrete division of labor between
the parties to the agreement with regard to the services described in the
individual work sections is described below, by means of the distinction between
Types A, B, and C:
1.1 Work section(s) Type "A"
Work sections defined as Type "A" are those for which it has already been
decided upon conclusion of the agreement that they will be carried out by IAT as
the responsible partner.
1.2 Work section(s) Type "B"
Work sections defined as Type "B" are characterized in that it has not yet been
clearly determined, at the time of conclusion of the agreement, which party to
the agreement is to carry out the service defined in the work section, either
entirely or at least in a leading and primary capacity. These work sections are
characterized in that a study or concept phase precedes the beginning of the
actual development work. In this phase, the work necessary for achieving the
required results is to be recognized, defined, and conceptionally prepared and
described in detailed specifications, so that a binding decision can be reached
about which party to the agreement is to perform the work for this work section
(entirely or in part), taking into consideration the external circumstances
(time frame, costs, other advantages and disadvantages). The decision about this
must be reached by agreement between the partners. The party to the agreement
not entrusted with the development of the tasks of the work section is free to
participate by "accompanying the development" with its own resources, so that a
know-how transfer from the developing partner to the accompanying partner is
ensured. It must be assured that any delays which might result from the know-how
transfer do not significantly influence adherence to the schedule, and that the
developing partner does not incur any additional costs as a result.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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1.3 Work section(s) Type "C"
Work sections defined as Type "C" are those which are clearly to be carried out
by DT as the responsible partner. For reasons of confidentiality, DT will
commission only its software development center in Berlin and the company
Multimedia Software GmbH Dresden, which is part of the DT group, to carry out
work within the framework of this agreement. Commissioning of any other DT
divisions requires the prior approval of IAT.
2. Object of the Agreement
The technically binding basis of all the development services described in this
section is the "Technical Description of the IMT codec card (TB codec),"
particularly Revisions B and C of the codec board, which is an integral part of
this agreement. For the meanings of the technical terms and abbreviations used
in this agreement, reference is also made to the TB codec.
2.1 Work section 1, Optimization of the H.320 MVP Codec, Type "A"
Optimization of the H.320-MVP codec, including the codec hardware for Rev.
3.0/40 MHz. This includes the H.320 standards. It also includes the H.320-API
with drivers as well as the "Tiny Application" (for demos). The Tiny Application
is based on the H.320-API and runs under the operating system Windows 3.x.
2.2 Work section 2, Integration of JPEG Codec and H.320, Type "B"
Within the scope of this work section, it is supposed to become possible to
operate H.320 and JPEG code simultaneously, on the MVP (under the Multi Tasking
Executive). Starting on 10/16/95, there will be a one-month study phase by IAT.
Subsequently, a description of the service to be performed can be issued.
2.3 Work section 3, Integration of MPEG1 Decoder and H.320, Type "B"
Within the scope of this work section, it is supposed to become possible to
operate H.320 and MPEG decoder simultaneously, on the MVP (under the Multi
Tasking Executive). Starting on 10/16/95, there will be a two-month study phase
by IAT. Subsequently, a description of the service to be performed can be
issued.
2.4 Work section 4, MVP Codec for MFKS, Type "A"
In this work section, the H.320-API as well as the necessary drivers for use of
the MVP code in MFKS under Windows are supposed to be written.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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2.5 Work section 5, MPEG1 Decoder, Type "B"
The software for MPEG1 encoding, which is being acquired as a license from TI,
is supposed to be implemented on the MVP processor for image coding according to
the ISO standard MPEG-1, without additional external modules. Since a very large
amount of computer time is required for MPEG coding, this function is allowed to
use the full capacity of the MVP exclusively. Starting on 10/15/95, a one-month
study phase by IAT will follow. This software (available as a source code) will
be included if the evaluation of the study is positive.
2.6 Work section 6, Expansion of H.320 multi-point capable, Type "A"
The multi-point capability of the MVP codec is to be developed according to the
H.320 recommendation.
2.7 Work section 7, MPEG2 Decoder, Type "C"
It is agreed that a study will be drawn up by DT concerning the potential
possibilities of the implementation of MPEG2 on the MVP chip. The study and the
subsequent implementation of the results found in the study are the object of
this work section.
3. Prices, Responsibility for Costs
The parties to the agreement agree that an hourly rate of DM 200 (two hundred)
per hour will be billed for the work to be performed within the scope of this
agreement.
DT (SfE EKOM, Siegen) will take on any project management tasks within the scope
of this agreement, and will carry out the approval tests required at the end of
each work section in institutions belonging to Telekom, suitable for such
approval tests.
The amounts listed below represent the maximum limit of costs to be billed. This
maximum limit can only be amended for unavoidable additional costs which could
not be foreseen at the time the agreement was concluded, and only with the
agreement of both partners (see also Section 8, Demonstration of the Time/Amount
Framework). The only exception is costs which are caused by the institutions
commissioned for the approval tests.
Project management for all work sections agreed to in this agreement: DM 100,000
Carrying out approval tests for all the work sections agreed to in
this agreement: DM 80,000
Optimization of the H.320-MVP codex: DM 920,000
Integration of JPEG decoder and H.320: DM 224,000
Integration of MPEG1 decoder and H.320: DM 512,000
MVP codec for MFKS: DM 96,000
MPEG1 encoder: DM 300,000
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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Expansion of H.320 multi-point capable DM 96,000
MPEG-2 decoder: DM 512,000
Additional amount due to planning inaccuracies (20% of total costs) DM 568,000
Total: DM 1,408,000
For the Type "B" work sections, both parties to the agreement can each make a
detailed offer, no later than up to the time of a decision concerning carrying
out the development work, in which the costs and the time required for
completing the work must be indicated in binding manner. For finalization of the
Type "A" or "C" work sections, it is sufficient if the partner who is scheduled
to perform the work submits an offer.
A decision about commissioning the development work will be sent to the
developing partner by SfE EKOM, in writing, in the form of an order, so that the
partner can submit a xxxx for its costs in accordance with the offer and in
accordance with Section 5 (Payment Terms).
Per work section, a cost equalization will be made after completion of the
development work, in that each party to the agreement will pay half of the total
costs incurred within the scope of the agreement, in the final analysis, and
within the framework of the maximum limits indicated above.
The resources expended (human resources, hardware and software expenses) will be
cumulatively documented from the start of development to final completion and
approval.
Non-documented costs cannot be included in the cost equalization.
The costs for their own internal test environments will be paid by the partners
themselves, in each instance.
Any hardware or software costs for prototypes, etc., will be included in the
cost equalization.
If costs are incurred for the know-how transfer from the developing partner to
the accompanying partner, these are to be paid for by the accompanying partner,
upon documentation and by a separate order and billing of the developing
partner. In this case, the uniform hourly billing rate of DM 200 (two hundred)
per hour, which has been agreed to for the agreement as a whole, will apply.
4. Completion Deadlines
4.1 Work section 1, Optimization of the H.320-MVP Codec, Type "A"
Ready for approval: 10/16/95
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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4.2 Work section 2, Integration of JPEG Codec and H.320, Type "B"
Ready for approval: 4/30/96
4.3 Work section 3, Integration of MPEG1 Decoder and H.320, Type "B"
Ready for approval: 6/30/96
4.4 Work section 4, MVP Codec for MFKS, Type "A"
Ready for approval: 10/31/95
4.5 Work section 5, MPEG1 Decoder, Type "B"
Ready for approval: 6/30/96
4.6 Work section 6, Expansion of H.320 multi-point capable, Type "A"
Ready for approval: 6/30/96
4.7 Work section 7, MPEG2 Decoder, Type "C"
Ready for approval: 6/30/96
5. Payment Terms
The following payment terms are agreed upon for the individual work sections:
Each copntractual partner shall bear the expense for research and development.
This applies to all types of work sections (A, B, C).
5.1 Work section 1, Optimization of the H.320-MVP Codec, Type "A"
80% four weeks after the agreement is signed
20% after approval is complete
5.2 Work section 2, Integration of JPEG Codec and H.320, Type "B"
10% four weeks after the agreement is signed (for drawing up the study)
30% after a decision as to who will carry out the development
40% after completion and therefore availability of the development service
20% after approval is complete
5.3 Work section 3, Integration of MPEG1 Decoder and H.320, Type "B"
10% four weeks after the agreement is signed (for drawing up the study)
30% after a decision as to who will carry out the development
40% after completion and therefore availability of the development service
20% after approval is complete
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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5.4 Work section 4, MVP Codec for MFKS, Type "A"
80% four weeks after the agreement is signed
20% after approval is complete
5.5 Work section 5, MPEG1 Decoder, Type "B"
10% four weeks after the agreement is signed (for drawing up the study)
30% after a decision as to who will carry out the development
40% after completion and therefore availability of the development service
20% after approval is complete
5.6 Work section 6, Expansion of H.320 multi-point capable, Type "A"
40% immediately before the development work begins, no earlier than four
weeks after the agreement is signed
40% after completion and therefore availability of the development service
20% after approval is complete
5.7 Work section 7, MPEG2 Decoder, Type "C"
40% four weeks after the agreement is signed
40% after completion and therefore availability of the development service
20% after approval is complete
If the deadlines indicated in Section 4 are not met, payment of a contract
penalty is agreed. The contract penalty is 1/2% of the package value in question
per week of lateness, but the total can be at most 10% of the order volume of
the package in question.
6. Utilization Rights, Intellectual Property Rights
The rights and obligations with regard to use of the MVP and the software made
available by TI, which are derived from the bilateral agreement between Texas
Instruments and IAT, are transferred to DT to their full extent.
Both parties to the agreement receive the irrevocable, unlimited, exclusive,
free-of-charge and transferable right to utilize all the results achieved within
the scope of carrying out this agreement, without restrictions. The parties to
the agreement also have the right to reproduce and change the results, as well
as the right to grant others a utilization right (sale of licenses).
The sale and/or transfer of the entire utilization rights to third parties is
only possible with the written approval of the other partner.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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To the extent that rights of third parties are involved, these must also be
taken into consideration accordingly, in this and all subsequent agreements.
The parties to the agreement particularly have the right to duplicate and revise
the software. One of the partners can also use individual program modules
without the approval of the other.
The software provided on diskettes must be identified with an appropriate
copyright note:
(C) Copyright
TMS 320 C 80 software codec
Deutsche Telekom AG IAT AG
1995 Version xx
In addition to a program version which can be run, both parties to the agreement
receive the source version in the programming language used in each instance
(e.g. "C"), with an indication of all the programming aids used, such as
compilers, linkers, tools, program libraries, etc., with product and
manufacturer designation, as well as the corresponding version numbers. The
source code must be completely documented.
Within the scope of the development work, the partners must observe the care
which is usual in the industry to protect the intellectual property rights of
third parties. This is particularly true for granting sublicenses.
If one of the partners fails to observe the care which is usual in the industry,
it is liable for all the disadvantages which the other partner incurs with
regard to the services to be performed by the former, due to the infringement of
intellectual property rights.
7. Documentation of the Status of Development, Development Results
The progress of the development work must be constantly documented and kept
updated by the developing partner. Updated documentation must be handed over to
the other partner monthly. On the basis of this documentation, the current state
of development must be evident, and the work performed must be reproducible.
Documentation includes not only a description of the technology (hardware and
software including source codes), but also a listing of the funds and resources
used and the current schedule. The documentation must be drawn up with programs
under Windows. No special compensation is paid for provision of the required
documentation, it is included in the development costs. It must be ensured that
the other partner is constantly up to date on the progress of development, so
that any advance payments made by this partner are always offset by a
corresponding equivalent value of available development results.
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10
General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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8. Demonstration of Time/Amount Framework
The proof that the time/amount assumptions of the developing partner on which
this agreement is based have actually been met is submitted by the developing
partner using the documentation to be drawn up according to Section 7, in time
manner before billing.
If the agreed time/amount assumptions are not met, only the services actually
performed can be billed.
If it is foreseeable that the time/amount assumptions will not be met (but no
later than when 90% of the contractually agreed rates have been reached), the
developing partner must inform the other partner immediately. The total costs of
the agreement are allowed to be at most 20% higher than the values stated in
Section 3 (Prices, Responsibility for Costs). An equalization within the work
sections to be performed by a party to the agreement is possible.
9. Patents, Patentable Inventions
If patentable inventions come about within the scope of the work for achieving
the project goals stated in this agreement, these will be offered to the parties
to the agreement for joint filing. If there is no interest in joint filing of
patents, it is left to the discretion of the cooperation partner under whose
aegis the patentable invention came about whether or not it wishes to file an
application on its own.
10. Confidentiality
The parties to the agreement undertake to use any documentation, drawings and
other information provided by the other partner only for fulfillment of the
obligations taken on, and to handle any business or industrial secrets of the
other partner of which they have gained knowledge as confidential. They will
limit dissemination of the information within their company to those employees
who must receive it on the basis of their activities. The receiving partner
undertakes to protect the confidentiality of the information received in the
same manner as it protects its own confidential information.
This obligation also applies to affiliates of the partners; however, they are
not considered third parties in the sense of this agreement. "Affiliated
companies" are understood to be:
- Any company in which the company of the party to the agreement or another
affiliated company holds a majority interest, directly or indirectly, or on
which it can exercise a controlling influence, directly or indirectly.
- Any company which holds a majority interest in the company of the party to
the agreement, directly or indirectly, or which can exercise a controlling
influence, directly or indirectly.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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The information to be handled as confidential must be marked as "(name of owner)
- Confidential." If any information which must be treated as confidential does
not have this marking, or if the confidentiality status was indicated orally,
this information must be designated as being confidential at the time it was
made known, and the recipient must receive written confirmation without delay.
The following information is not subject to the confidentiality obligation:
- information which the parties to the agreement already had in their
possession at the time this agreement came into being,
- information which they have developed or will develop independent of
information received from the other partner,
- information which is publicly available,
- information which the parties to the agreement have received or will
receive, in accordance with the law, from third parties, without any
obligation to keep it confidential,
- information released by the other party to the agreement.
Each partner is free to use the "retained knowledge" from the confidential
information of the other cooperation partner for any purpose, with the
restriction of not making it available to third parties during the agreed period
of time. Receiving confidential information does not establish any obligation to
restrict the location at which employees may work or the area of work, in any
manner. "Retained knowledge" is understood to mean information which was not
written down, which the employees who participated in the discussions remember.
This does not establish a license for patents and similar intellectual property
rights and copyrighted material.
The obligation to maintain confidentiality continues to apply even after
termination of the agreement, but no longer than five years after transfer of
the information in question.
11. Approval and Warranty of Development Services
The partner with responsibility for the services (work sections) according to
Section 4 (Completion Dates) will make them available for approval tests to SfE
EKOM. This presentation is to be preceded by a function test by the developing
partner. Functional approval testing of the service is performed no later than
30 calendar days after the deadline for readiness for approval (readiness for
partial approval), in writing, by SfE EKOM or the Siegen office. In exceptional
cases where this is justified, the 30 calendar day limit can be extended to 40
calendar days by SfE EKOM.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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Immediately before the approval test, the result achieved by the developing
partner will be presented and its functionality will be demonstrate
theoretically and practically (transfer). The partner not responsible for the
development shall have an opportunity to familiarize itself with the topics
inherent in the work section, and with the know-how in this regard.
If SfE EKOM or the Siegen office does not refuse approval within four weeks
after a work section has been presented as ready for approval, then approval is
considered to have been issued for all parts of the agreement. A reason for
refusing approval must be given within four weeks after approval was refused,
otherwise the refusal is considered rejected.
The warranty claims are directed at elimination of any defects, including
transport costs and incidental costs. They expire six months after approval.
If corrective work becomes necessary after expiration of the warranty period,
the developing partner is obligated to perform it in return for suitable
payment.
12. Duration of the Agreement, Schedule
This general cooperation agreement begins on the date it is signed by the
partners, and is fixed until 6/30/96.
If the planned work is not completed by this date, the agreement is
automatically extended until completion of the development which has not been
finished, but no longer than until 12/31/96.
More details about the time distribution of the work sections are contained in
the enclosed project schedule.
Even after termination of the agreement, the utilization and exploitation rights
granted according to this cooperation agreement will apply, as will the
limitations of liability and the confidentiality obligation.
If the planned work is still not complete upon termination of the agreement on
12/31/96, the following will apply:
The utilization rights granted according to Section 5 refer, in this case, to
the work results which are available and have been paid for at the time the
agreement ends. Each party to the agreement can furthermore develop these
results itself, or have them developed by third parties on its behalf, until
they are ready for production, and is entitled to use internally, distribute,
change, particularly to edit, restructure, and further develop individual
jointly developed work results, without restriction. The work results up to the
time of termination of the agreement must be fully documented and given to the
other partner immediately, including the source code for which a patent has not
yet been filed at that time.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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13. Notice of Termination
13.1 General Information
Each party to the agreement has the right to terminate the agreement, in whole
or in part, without notice, if:
1. the other party to the agreement does not pursue the development goals
described in the agreement,
2. the costs established in Section 3 are exceeded,
3. the completion deadlines established in Section 4 are not met.
In case of notice of termination, in whole or in part, services will be billed
according to expenses actually incurred and documented, limited to a maximum of
the final offer sums in each instance.
Only those expenses which were proven to be necessary by the documentation which
accompanies development will be reimbursed. Expenses which were not reported
with documentation by the (leading) developing partner during the development
work will not be reimbursed.
The other rights to ordinary or extraordinary notice of termination remain
unaffected by this.
13.2 Special Provisions
In case of extraordinary notice of termination by a partner, the following
applies:
- The partner will inform the other partner, in writing, about started work
that must still be completed; the partner is obligated to complete this
work under the terms of the cancelled agreement.
- Any payments which must be made on the basis of the agreement, including
remaining payments, are not allowed to exceed the total amount of the order
which the partner would have received upon completion of the work if the
agreement had not been cancelled.
- The developing partner must provide documentation for all items on which
claims are based.
The partners are obligated to point these terms out to any third parties are
contractors, and are required to reach corresponding agreements if subcontracts
which are of importance for the agreement are involved.
The provisions concerning intellectual property rights and utilization rights
are not affected by notice of termination. They also apply for those
intellectual property rights for which applications were not filed until after
the notice of termination.
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General Cooperation Agreement concerning Joint Further Development of the
IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments
Parallel Processor TMS320C8x
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14. Final Provisions
Changes in and additions to this agreement must be made in writing.
This agreement is subject to the laws of the Federal Republic of Germany. The
contract law related to the United Nations convention dated 4/11/80, concerning
agreements about international sale of goods (UNCITRAL) does not apply.
For any litigation resulting from or in connection with this agreement, the
courts in Bonn are agreed to have jurisdiction, if this is permissible by law.
If any provision of this agreement is invalid, or if this agreement contains
gaps, this does not affect the validity of the remaining provisions. Instead of
the invalid provision, it is agreed that the provision which comes closest to
the economic intent and purpose of the invalid provision will be agreed to. In
the case of gaps, the provision which corresponds to what would have been
agreed, according to the economic intent and purpose of this agreement, if the
matter had been agreed to right from the start, will be agreed to.
Dresden, 10/16/95 Bonn, 10/2/95
Place, date Place, date
[signature] [signature]
IAT AG Deutsche Telekom AG
Xx. Xxxxxx Xxxx Xx. Xxxx-Xxxxx Xxxxx, Graduate Engineer
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