Memorandum of Understanding
This
Memorandum of Understanding describes the collaboration between Wintegra Ltd.
and PMC-Sierra, Inc. on the design of an 8 port T1/E1 development kit that
enables evaluation of the PM4358 COMET OCTAL device with the WinPath2
Development System. The 8 port T1/E1 development board which has been designed
by PMC-Sierra is known as the ORBIT Daughter Board.
The
following section outlines the key terms of the agreement between PMC-Sierra,
Inc and Wintegra, Ltd.:
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PMC-Sierra
will provide to Wintegra documents and design files suitable to allow
Xxxxxxxx to build the ORBIT Daughter Board and to make modifications
to
the board or CPLD programming. The documents design files will include
schematics, PCB layout file, BOM assembly notes and user’s
guide.
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PMC-Sierra
retains ownership of the ORBIT Daughter Board but grants Wintegra
a
non-transferable, exclusive, royalty free license to produce the
board and
sell to Wintegra customers. Wintegra may provide the schematics and
layout
as a reference design to customers intending to use the COMET OCTAL.
PMC-Sierra will not sell the ORBIT Daughter Board, a separate card
will be
used for development purposes & to support PMC-Sierra
customers.
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The
right to sell or produce ORBIT Daughter Boards does not transfer
to
customers of PMC or Wintegra. Customers are granted the right to
use the
hardware, schematics and layout strictly for their own internal
reference.
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Wintegra
will buy COMET OCTAL devices from an authorized distributor of
PMC-Sierra.
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Neither
PMC-Sierra nor Wintegra will represent that the ORBIT boards supplied
by
one company are compatible with the boards supplied by the other
company.
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This
Memorandum of Understanding may be terminated at any time with 120
days
written notice to the other Party. Upon termination by either party,
Xxxxxxxx will return all information to PMC-Sierra and will no longer
sell
or promote the ORBIT boards.
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In
the unlikely event this agreement is terminated and Xxxxxxxx wishes
to
continue using the ORBIT daughter card, PMC-Sierra and Xxxxxxxx will
in
good faith negotiate a royalty free license in a timely manner.
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The
parties hereto are independent contractors. Neither party has any
express
or implied right or authority to assume or create any obligations
on
behalf of the other or to bind the other to any contract, agreement
or
undertaking with any third party. Nothing in this Agreement will
be
construed to create a partnership, joint venture, employment or agency
between the parties. IN NO EVENT WILL PMC HAVE ANY LIABILITY TO
LICENSEE/BUYER OR ANY OTHER THIRD PARTY, FOR ANY LOST PROFITS, LOST
DATA,
LOSS OF USE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
OR
FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THS
AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND
IRRESPECTIVE OF WHETHER PMC HAS ADVANCE NOTICE OF THE POSSIBILITY
OF SUCH
DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE
OF THE
ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
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| Signed, | |||
| /s/ illegible (name) | /s/ illegible (name) | ||
|
VP & GM (title) |
VP, CTO (title) |
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| PMC-Sierra, Inc. | Wintegra, Ltd. | ||
| May 19th 2006 (date) | May 18, 2006 (date) |
