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EXHIBIT 10.23
BASIC ORDERING AGREEMENT
THIS AGREEMENT, made and entered into this 8th day of November, 1994, by
ViaSat, Inc. a corporation organized and existing under the laws of the State of
California and having its principal offices at 0000 Xxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000-0000 (hereinafter referred to as ViaSat) and AT&T a corporation
organized and existing under the laws of the State of Georgia, acting through
its Tridom division, and having its principal offices at 000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx, 00000 (hereinafter referred to as AT&T Tridom)
Whereas, ViaSat and AT&T Tridom desire to establish a basic set of terms and
conditions for the ordering of equipment from ViaSat that are to become
effective upon ViaSat's acceptance of the first order from AT&T Tridom.
NOW, THEREFORE, ViaSat and AT&T Tridom agree as follows:
1. ViaSat will sell to AT&T Tridom the product specified in Exhibit A for
the Commitment Quantity Prices delineated in Exhibit B in accordance with the
terms of this agreement. These Commitment Quantity Prices are predicated on AT&T
Tridom placing cumulative orders for the Commitment Quantities delineated in
Exhibit B during the 2 year period of this agreement.
2. The following exhibits are incorporated herein and made part of this
Basic Ordering Agreement:
Exhibit A DAMA Hardware Specification
Exhibit B Pricing
Exhibit C ViaSat, Incorporated Terms and Conditions
Exhibit D ViaSat, Incorporated Licensed Programs License Agreement
3. This agreement will be valid for a 2 year period beginning upon the
written acceptance by ViaSat of the first order placed by AT&T Tridom.
4. Product will be ordered by AT&T Tridom through individual purchase
orders.
5. After the delivery of the first product ordered by AT&T Tridom under
this contract, delivery of product ordered will be 60 days after receipt of
order (ARO) for the VFT-106, VMM-101 and XXX-201 and 9O days ARO for the NCT and
the NCC. Based on the quantity of product ordered in the individual purchase
order ViaSat reserves the right to spread out deliveries over more than one
month.
6. Individual orders once placed by AT&T Tridom can be canceled however
they will be subject to cancellation charges delineated in Exhibit B.
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7. It is understood and agreed that the individual purchase orders placed
under this Basic Ordering Agreement will be governed exclusively by the terms
and conditions of this agreement notwithstanding any contrary or additional
provisions contained in any purchase orders issued by AT&T Tridom unless
otherwise agreed to by the parties in writing.
8. Except for material breach by ViaSat, in the event that AT&T Tridom
does not place orders for product during the 2 year validity period of this
agreement that equal or exceed the Commitment Quantities for the individual
products then the parties agree that the following adjustments will be made.
a. ViaSat will be reimbursed for the unamortized portion of the $75,000
of Non-Recurring Engineering (NRE) to develop the AT&T Tridom-specific IF card
and RF combiner/splitters. The unit prices were based on the NRE being amortized
over a total of 451 units. The 451 figure is the sum of the 200 RF
combiner/splitters and IF cards in the committed quantity of 100 VFT-106 units
(each VFT-106 contains both a RF combiner/splitter and an IF card) and the 251
IF cards contained in the 251 committed quantify of VMM-101 units (each VMM-101
contains one IF card). The reimbursement will be calculated by using the formula
$75,000*(451-N)/451 where N is equal to the total number of IF cards and RF
combiner/splitters ordered.
b. ViaSat will be reimbursed for any parts or raw materials which were
purchased for the AT&T Tridom specific IF cards and RF combiner/splitters and
which cannot be returned to the vendor or reused in other ViaSat products and
shall include the cost to ViaSat to return or have vendors restock any such AT&T
Tridom specific parts or raw materials, including but not limited to restocking
charges and ViaSat administrative time. If such parts cannot be returned to
vendor and ViaSat charges AT&T Tridom according to this paragraph, then at AT&T
Tridom's request, ViaSat will provide such parts to AT&T Tridom. AT&T Tridom
shall not be liable for any costs associated with parts used by ViaSat in other
ViaSat products. The total price to AT&T Tridom shall be the total actual
reasonable cost plus 7%.
c. ViaSat will be reimbursed a "xxxx-back" amount to reflect the higher
unit prices associated with lower quantity of product actually ordered. The
"xxxx-back" amount will be determined for each unit of product delivered by
subtracting from the quantity prices in Exhibit B for the units ordered, on an
order by order basis, the Commitment Quantity Unit Price.
d. In the event AT&T Tridom places purchase orders during the 2 year
period for cumulative quantities of individual products that exceed the
commitment quantities for the individual product then the prices for those units
that exceed the commitment quantities shall be the prices contained in the
Exhibit B pricing schedule corresponding to the cumulative quantity at the time
of the order.
After expiration of the 2 year period ViaSat will invoice for any adjustments.
ViaSat will notify AT&T Tridom in writing of the cumulative quantity of the
product ordered sixty days prior to the expiration of this Basic Ordering
Agreement.
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9. ViaSat will proceed to acquire the following certifications and keep
AT&T Tridom informed as to progress of the certification process.
Safety: UL, CSA and TUV
Emissions: FCC Part 15, Class A, VDE
Telephone Interface: FCC Part 6810. process.
10. ViaSat will support AT&T Tridom's desire to have the AT&T Tridom logo
on the products. ViaSat and AT&T Tridom will determine the appropriate location
for the AT&T Tridom logo.
11. This Agreement may be canceled by either party without liability up to
the time that ViaSat accepts the first delivery order issued by AT&T Tridom at
which point this agreement becomes a contract binding both parties to the terms
contained herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
in duplicate originals by their duly authorized representatives.
ViaSat, Incorporated AT&T Tridom
By:/s/Xxxxxx X. Xxxx By:/s/Xxxxxx Xxxxxxx
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Name: Xxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx
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Title: Vice President, Commercial Title: Product Line Director
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Date: 11/8/94 Date: 11/7/94
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