DEVELOPMENT AND SUPPLY AGREEMENT
FOR
[*]
CLUSTER 2001 ASSEMBLY
BETWEEN
CONTINENTAL XXXXX XX & CO. oHG
AND
SYSTRON XXXXXX INERTIAL DIVISION
1
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
DEVELOPMENT AND SUPPLY AGREEMENT
THIS DEVELOPMENT AND SUPPLY AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of the date the last signature below is
affixed (hereinafter, the "Effective Date"), by and between CONTINENTAL XXXXX XX
& CO. oHG, a corporation having its offices in Frankfurt, Federal Republic of
Germany existing under the laws of Germany ("CT") and SYSTRON XXXXXX INERTIAL
DIVISION, a division of BEI Sensors & Systems Company, Inc., having its offices
in Concord, California and existing under the laws of the State of Delaware
("SDID").
RECITALS
WHEREAS, SDID has developed an Automotive Quartz Rate Sensor (AQRS)
based upon micromachined quartz and offered the same to CT;
WHEREAS, SDID has, at its own cost, adapted the AQRS to incorporate
additional [*] as required by the customers of CT;
WHEREAS, SDID has developed an [*] and incorporated it into said AQRS,
giving the component the specifications identified on Attachment 1.
WHEREAS, CT and SDID believe that SDID can produce a Cluster Assembly
to accommodate CT's customer schedules, capacity demand, improved production
yield and unit production cost, CT agrees to contract with SDID to expedite the
development, integration, and release of a Cluster Assembly product. A
development plan for this activity is specified in Attachment 2. The performance
for this product shall meet the specification per Attachment 1.
WHEREAS, SDID, funded by CT, and working with CT, will develop and
supply the Cluster Assembly to CT for its exclusive sales to its customers.
WHEREAS, CT is interested in the use of the AQRS, in its current
configurations and as it is [*] for the Cluster 2001 Assembly with subsequent
[*].
NOW, THEREFORE, in consideration of the promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
AGREEMENT
1. DEFINITIONS
The following terms, in singular or plural forms of the same term as and
whenever used herein, shall have the meanings set forth in this Section 1.
2
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
1.1 "Acceptance Test Procedure" (ATP) shall mean the SDID test
procedure which is utilized on all production [*]. CT shall approve
the ATP prior to use in F07 and subsequent production.
1.2 "AQRS" is an SDID Automotive Quartz Rate Sensor.
1.3 "ASIC" is a custom semiconductor Application Specific Integrated
Circuit.
1.4 "[*]" is a configuration of the AQRS as built by SDID which
incorporates either an [*] that was [*] and fabricated by a SDID
supplier or [*] jointly by [*] and fabricated by a jointly selected
supplier. [*] configuration embodies an [*] plus additional
circuitry essential to provide [*].
1.5 "Automotive Quartz Rate Sensor" (AQRS) is the existing SDID product
and future enhancement by SDID for automotive application of
angular rate sensing technology. In addition, AQRS shall include
the following items in the [*]: [*] and [*] and [*] related to [*].
1.6 "[*]" shall mean components, which provide a [*]. The [*] is a [*]
that embodies a [*] to support the [*].
1.7 "[*]" shall mean an assembly, which integrates [*] AQRS rate
sensors, [*], also known as [*].
1.8 "[*]" shall mean software written previously to this contract that
CT has developed on its own for [*] in the [*] and also shall mean
[*] written by [*] in collaboration, either before or during this
contract, for use in adapting the [*] above to application with the
[*].
1.9 "CT Components" include [*]. Final determination of [*] will be
determined as part of the design effort. [*] components will be
provided as part of the design effort. [*] components will be
provided to SDID [*] as a standard part, after F06 release, that is
qualified for use on the program. CT shall provide a letter of
qualification/certification to SDID regarding [*] as standard parts
for the automotive program. [*] as supplier to SDID shall be
responsible for the correct operation of these components when
received at SDID.
1.10 "CT Proprietary Rights" shall include but not be limited to,
patents, copyrights, trade secrets, know-how, techniques,
processes, procedures, formulas embedded in either hardware or
software and test equipment and tooling including but not limited
[*], (a)(i) [*] or (ii) [*] from third parties and which CT has the
right to sublicense and (b) developed prior to the effective date
or during the term of this Agreement, which are reasonably
3
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
necessary or useful to develop and manufacture the [*], including
[*] and to manufacture and sell the [*], other than those
associated with the AQRS.
[*]
1.11 "Electronic Control Unit" (ECU) is the electronic control unit of
the [*] which monitors sensors, computes algorithms, and
intelligently controls brakes.
1.12 [*] constitutes automotive braking systems which utilize inertial
sensors to enhance stability and control of the vehicle.
1.13 "F04" is a release state in development of a product defined as
functional samples, purpose is for presentation of function.
1.14 "F05" is a release state in development of a product defined as
close to series production samples, which utilizes final principle
and circuit. The purpose is for the check of the principle series
suitability of interface and function.
1.15 "F06" is a release state in development of a product defined as
pre-series production samples in the final configuration but not
produced on production tooling. The purpose is for unrestricted
check of the series suitability and keeping of product
specification with customer release.
1.16 "F07" is a release state in development of a product defined as
series production samples in the final configuration and produced
on production tooling, purpose is for qualification and limited
production volume.
1.17 "F08" is a release state in production of a product defined as
series production deliverables in the final configuration and
produced on production tooling, purpose is for series use.
1.18 "SDID Proprietary Rights" shall include, but not be limited to,
patents, copyrights, trade secrets, know-how, techniques,
processes, procedures, formulas inclusive of compensation and/or
simulated circuitry techniques in algorithms embedded in either
hardware or software and test equipment and tooling, including but
not limited to masks, (a)(i) owned by SDID or (ii) licensed to SDID
by third parties and which SDID has the right to sublicense and (b)
developed prior to the effective date or during the term of this
Agreement, which are reasonably necessary or useful to develop and
manufacture the AQRS units. SDID Proprietary Rights shall
specifically include any patents, copyrights, trade secrets,
know-how, techniques, processes, procedures, formulas and test
equipment and tooling resulting from the efforts of either party in
connection with this Agreement for the AQRS. SDID proprietary
rights shall include [*] that is embodying any concepts developed
by SDID and/or CT for use in the AQRS product.
4
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID shall retain specific rights to the following items used in
the [*]. The [*], including all items and [*] and [*] utilized in
AQRS operation, calibration and compensation.
No [*] of such SDID developed [*], present or future, is granted or
implied herein except for use exclusively with SDID supplied [*].
SDID does not confer any [*] or any third party for any of its
patents, present or future, in this Agreement.
1.19 "[*]" shall mean a packaged complete [*] or [*] capable of being
installed in a [*].
1.20 "Series" is a production configuration of an automobile
manufacturer's product.
1.21 "Specification" shall mean the CT " Product Specification [*]"
(Attachment 1).
1.22 [*]
1.23 [*]
2. SUBJECT OF CONTRACT
This Agreement covers the development and production of the [*] which is a
combined sensor product utilizing [*]. This work shall be performed by SDID in
compliance with the requirements of CT as defined herein.
3. SCOPE OF WORK
[*]. To design and produce the [*] as defined below:
3.1 Development. See Attachment 2 for the Development Plan. SDID must
be competitive in respect of technology.
3.2 Production. [*]
3.3 Pricing. See Attachment 4.
The precondition of this pricing and quantities is the Morganton
Agreement dated November 2, 2000 between CT and SDID, and also for
all other relevant paragraphs of this Development and Supply
Agreement.
5
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
3.4 Specification Agreement. SDID and CT shall reach mutual agreement
on the Specification for the [*]. The governing document shall be
the "Product Specifications, [*]," which is contained in Attachment
1 herein, and of the current revision, at the time of signing of
this Agreement. SDID and CT signatures on this Agreement shall
constitute acceptance of such product specification. All subsequent
changes to the specification shall be treated as changes to this
Agreement and reviewed for schedule, performance and cost impact.
Modifications to the Agreement with regard to changes to the
specification shall be by joint agreement of CT and SDID in writing
and consider any impacts to schedule, performance and costs.
3.5 Development Schedules. SDID shall update schedules and coordinate
progress with CT monthly. SDID and CT shall mutually work schedule
issues to support program success. The responsibility of each party
is defined in the [*] (Attachment 2).
Should either party become aware of facts or circumstances which
could reasonably be expected to adversely affect the anticipated
schedules, it shall be that party's responsibility to inform the
other party to the Agreement of the anticipated change in the
schedules and the reason for such change and the parties to the
Agreement shall cooperate with each other in any efforts which may
be made to correct the situation giving rise to the change in facts
or circumstances.
3.6 Modification Approval. In the course of SDID's development work on
the product for CT, it is agreed that any modifications of the
development configuration by SDID shall be coordinated with so they
may review and could object for important technical reasons CT and
after F06, said modifications shall require the prior written
consent of CT.
CT, however, may request modifications in respect of the
development configuration and/or the scope of development by
negotiation with SDID based on cost and time schedule. SDID will
only be obligated to implement said modification after parties
reach mutual agreement as to price and schedule. After production
release occurs, SDID shall obtain CT approval for any product or
process changes, according to QS9000, that may have an effect on
the performance of the unit or its interface with the [*].
3.7 Validation Approval. SDID shall present the results achieved for
each step in the validation process to CT for approval. CT shall be
responsible for the validation approval and for the necessary
testing within the automotive platform to be equipped with the
Cluster Assembly.
6
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
3.8 Regulatory Authority Approvals. CT shall be responsible for
obtaining all necessary approvals from any applicable authority,
which are reasonably necessary in order to utilize the Cluster
Assembly in [*] in automotive platforms.
3.9 Documentation. SDID will maintain complete documents describing all
aspect design and production.
3.9.1 Interfaces. SDID will supply complete mechanical and
electrical interface drawings of the [*] to CT to facilitate
the fitting of [*] into automotive platforms, and the
interfacing to the [*].
3.9.2 Drawings. SDID shall supply drawings related to the [*] to
CT, including [*]. The [*] shall be included down to
component level. No component drawings shall be provided.
[*] drawings shall be proprietary to SDID. If CT
incorporates the [*] into CT drawing, format, the CT
drawings shall be clearly marked "Systron Xxxxxx Inertial
Division Proprietary" and copies provided to SDID.
3.10 Configuration Control. SDID shall maintain configuration control of
all [*]. CT shall maintain configuration control of the [*].
Configuration control maintenance at both SDID and CT shall comply
with ISO 9001 /QS 9000 procedures.
3.11 Production Capacity. SDID shall, after signing the contract, begin
the preparatory work necessary to establish sufficient production
capacity for the [*] to production plan outlined in Attachment 3.
3.11.1 Production Tooling and Equipment. CT [*] and equipment as
agreed to in the Attachment 8. [*]. [*] which is
specifically identified as used on SDID's core-technology as
defined by the [*] shall be available [*] considering the
[*] of such at conclusion of this contract.
4.0 PURCHASE OF AQRS [*]
4.1 Purchase Orders. All purchases of [*] and [*] pursuant to this
Section 4 shall be subject to the following terms and conditions:
4.1.1 Purchase Order Initiation. All purchase and sales between
SDID and CT shall be initiated by CT's issuance of written
purchase order or by telephone confirmed by written purchase
7
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
order. The initial purchase order issued shall state unit
quantities, unit price, unit description, requested delivery
date and shipping instructions. After issuance of subsequent
purchase order, CT may issue Scheduling Agreements which
shall reflect units part number, quantities required and
requested delivery dates. The subject Scheduling Agreements
shall be a binding extension of the initial purchase order,
regarding quantity of units to be delivered and required
delivery of units. For [*] and [*], CT shall issue purchase
orders/scheduling agreement for material [*] prior to
requested deliveries and for production [*] prior to
requested delivery to extend labor for production delivery
of units. The [*] for production delivery to expend labor
shall be for firm quantities to be delivered, with a [*]
from the beginning of the [*] period.
4.1.2 Purchase Order Acceptance. SDID's acceptance of an order
shall be by written acknowledgment thereof by SDID. Orders
not acknowledged within [*] of receipt are accepted subject
to determination of actual receipt verification and
procedural protocol for submission. SDID, upon acceptance
shall fulfill CT's purchase orders complying with the terms
of the Agreement, and shall use its commercially reasonable
efforts to fulfill CT's orders for additional [*] and [*]
and requests by CT to fulfill orders as soon as reasonably
possible.
4.1.3 Purchase Order Terms and Conditions. The terms and
conditions of this Agreement, and as agreed to in Attachment
6, shall control all sales of [*] and [*] units hereunder,
and any additional or different terms or conditions to the
contrary, in a purchase order, acknowledgment, or similar
document, shall be of no effect (unless approved by the
express written consent of the other party).
4.1.4 Purchase orders from other Continental Xxxxx operating units
in North America or any other country. Subject to direction
from Continental Xxxxx, Frankfurt and receipt and acceptance
of order, SDID will deliver [*] to any operating unit of CT
and any CT controlled joint ventures worldwide under the
terms and conditions of this contract. Pricing shall be
based on this contract, with adjustments for any additional
requirements not accounted for in this contract. Due to
existing Agreement, SDID cannot accept Purchase Orders or
deliver [*] and/or [*] in the following countries: [*]. Any
CT operating units in the above countries, hardware must be
8
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
shipped to Continental Xxxxx, Frankfurt or a North American
operating unit.
4.2 [*] Delivery. Delivery of [*] and [*] hereunder shall be F.O.B.
SDID's manufacturing facility in Concord, CA, USA or the
manufacturing facility in which the units were produced. Title to
and all risk of loss or damage with respect to the [*] shall pass
to CT upon their delivery by SDID to the carrier at the F.O.B.
point.
4.3 Invoicing and Payment. SDID shall invoice CT (or other CT entity
for the sale of Cluster units hereunder on or after delivery.
Payment to SDID for Cluster units sold hereunder shall be [*] after
delivery, in U.S. Dollars, by wire transfer to such bank or account
as SDID may from time to time designate in writing. If CT fails to
pay all or any portion within [*], SDID reserves the right to
assess interest charges [*] on such amounts from the date due until
paid. CT agrees to pay such charges and all associated collection
and legal fees.
5. MANUFACTURE AND MARKETING RIGHTS.
5.1 [*]
5.2 [*]
For purposes of clarity, [*] as mentioned in the Morganton agreement is
defined as follows:
5.2.1 The [*] relationship is for [*]. [*] does not include [*].
5.2.2 The agreement does not [*]. This included [*].
5.2.3 [*] does include [*] as well as other uses yet to be defined
when either directly linked to [*] or in combination with a
[*].
5.24 [*] does not apply to [*], or as yet to be defined
applications, that are not directly linked to the [*]
6. OWNERSHIP AND PROTECTION OF PROPRIETARY RIGHTS. SDID and CT shall retain
proprietary rights per the following provisions.
6.1 SDID Ownership Rights. SDID shall own all right, title and interest
in and to the SDID Proprietary Rights and any designs, patterns,
schematics, copyrights and other proprietary rights and know-how
embodied in the AQRS (including but not limited to ASIC) as
developed by or on behalf of
9
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID pursuant to the Agreement. SDID shall have the exclusive right
to apply for or register patents, copyrights, and such other
proprietary protections as it wishes with respect to SDID
Proprietary Rights. Integration of SDID's technology into the [*]
and/or [*] does not transfer ownership of rights or rights thereof.
Should the Agreement be terminated, proprietary information of SDID
held by CT, or any third party associated with CT, during
application and, the use of technology and patent technology shall
no longer be used or retained by CT or any such third party. SDID
shall retain rights and sole interest in any [*] and any [*].
6.2 CT Ownership Rights. Subject to the rights granted to SDID herein,
CT shall own all rights, title and interest in and to any designs,
patterns, schematics, logic, copyrights, other proprietary rights
and know-how embodied in the [*] as developed by CT pursuant to
this Agreement. CT shall have the exclusive right to apply for or
register patents, copyrights, and such other proprietary
protections as it wishes with respect to [*]. Should the Agreement
be terminated, proprietary information of CT held by SDID or any
third party associated with SDID, during application and, the use
of technology and patent technology shall no longer be used by
SDID.
6.3 Joint SDID/CT Ownership Rights. Subject to mutual future agreement,
SDID and CT may perform joint development efforts for increased
automotive market competitiveness. Both companies may elect to
pursue joint worldwide right, title and interest in any designs,
patterns, schematics, copyrights and other proprietary rights and
know-how embodied in jointly developed systems. SDID shall retain
rights and sole interest in any [*].
6.4 Protection of Proprietary Rights. Each party agrees to execute such
documents, render such assistance, and take such other action as
reasonably requested, to apply for, register, perfect, confirm and
protect the requesting party's rights in its proprietary rights.
SDID and CT may document the other party's proprietary information
on its own internal documentation as required to conduct the
project, without explicit written permission from the other party.
Each party shall document by listing the documents that have the
other party's proprietary data and supply this listing to the other
party. Documents containing the other party's proprietary data
shall be noted as such. Dissemination of such documents shall be
restricted and not provided to third parties without the prior
express written approval of the other party.
7. CONFIDENTIALITY See Attachment 5
8. COMPLIANCE WITH EXPORT/IMPORT RESTRICTIONS
8.1 The ultimate shipment of [*] and [*] to CT shall be subject to the
right and ability of SDID to make such sales and obtain required
licenses and permits,
10
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
under all decrees, statutes, rules and regulations of the
government of the United States of America and agencies thereof
presently in effect or which may be in effect hereafter regarding
export control regulations.
8.2 CT hereby agrees: (i) to assist SDID in obtaining any such required
licenses or permits by supplying such documentation or information
as may be requested by SDID (ii) to comply with such decrees,
statutes, rules and regulations of the government of the United
States of America and agencies thereof; regarding export control
regulations (iii) to maintain the necessary records to comply with
such decrees, statutes, rules and regulations; (iv) to not
re-export any [*] or [*] except in compliance with such decrees,
statutes, rules and regulations; (v) to obtain all governmental
approvals and licenses necessary to import the [*] and [*]; (vi) to
not sell, transfer, or otherwise dispose of the [*] or [*] in
violation of the export laws of the United States of America; and
(vii) to indemnify and hold harmless SDID from any and all fines,
damages, losses, costs and expenses (including reasonable
attorneys' fees) incurred by SDID as a result of any breach of this
subsection or subsection 8.3 below by CT or any of CT's customers.
8.3 CT hereby expressly acknowledges that the technical data and the
direct product thereof associated with the [*] and [*] are subject
to export controls of the United States of America and agrees that
neither the technical data nor the direct product thereof will be
transferred, directly or indirectly, to any destination contrary to
the requirements of the law of the United States of America,
including but not limited to the terms of any export license and
the terms of Part 774 (re-exports) of the U.S. Export
Administration Regulations. Further, CT hereby provides its
assurance that it will not participate in any transaction which may
involve any commodity or technical data, or the direct product
thereof, exported or to be exported from the United States of
America, or in any re-export thereof, or in any other transaction
that is subject to export controls of the United States of America,
if a person denied export privileges from the United States of
America, may obtain any benefit from or have any interest in,
directly or indirectly, these transactions.
9. [*] AND INDEMNIFICATION
9.1 SDID [*] that the [*] will conform to the latest approved
acceptance test procedure (ATP) requirements and agreed
specifications (Attachment 1) applicable at the time of delivery
and SDID's obligations as described in the [*] (Attachment 2). The
following [*] applies after the first registration of the vehicle:
9.1.1 Standard [*] is [*] for all platforms except as noted in
this paragraph.
9.1.2 [*].
11
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
9.1.3[*].
9.1.4 All [*].
9.2 CT hereby indemnifies and agrees to defend and to hold SDID, its
successors, affiliates and assigns harmless from and against all
claims, liabilities, losses and expenses arising out of or in
connection with [*] or SDID's gross negligence or breach of any
guarantee in Section 9. 1.
9.3 SDID hereby indemnifies and agrees to defend and to hold CT, its
successors, affiliates, assigns, harmless from and against all
claims, liabilities, losses and expenses arising out of and in
connection with the use of any [*] or allegedly caused by any [*]
to the extent resulting from such [*] to meet the Specifications or
SDID's gross negligence or breach of any guarantee in Section 9
10. INDEMNITY WITH RESPECT TO PROPRIETARY RIGHTS
10.1 Obligations of CT. CT agrees (a) to assume the defense of any suit
or claim brought against SDID for infringement of any patent,
copyright or other proprietary rights arising from or caused by the
manufacture, sale or use of the [*] (other than the [*]) or the use
by SDID of specifications, technology, designs or customer
furnished (CF) material provided to SDID by CT, (b) to pay the
expense of such defense, and (c) to indemnify SDID against any
money damages or costs, including counsel fees, awarded in such
suits or claims by reason of such infringement; provided that (i)
CT be given exclusive control of the defense of such suit or claim
and all negotiations relative to the settlement thereof, after
consultation with SDID, (ii) CT shall have no responsibility under
this Section to the extent that the suit or claim shall have arisen
solely in connection with the manufacture or sale of the [*] or
because of specifications, technology or designs contributed by
SDID to CT hereunder, and (iii) SDID promptly informs CT in writing
of any suits or claims with respect to which CT assumes
responsibility hereunder; provided, however, that no failure or
delay in providing such notice shall relieve CT of any of its
obligations under this Section 10.1 except to the extent CT is
actually prejudiced thereby. If specifications, technology, designs
or CF material furnished by CT to SDID for the manufacture, sale or
use of the [*] units are, or in the opinion of CT may become, the
subject of any claim, suit or proceeding for infringement of any
United States patent, copyright or trademark, or if it is
adjudicatively determined that the specifications, technology or
designs infringe any United States patent, copyright, or trademark,
or if the manufacture, sale or use of the [*], or any part thereof,
is, as a result, enjoined, then CT may, at its option and expense;
(i) procure for
12
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID and its customers the right under such patent, copyright or
trademark to use the specifications, technology or designs as
incorporated in the [*]; (ii) suitably modify the specifications,
technology or designs utilized in the [*] (iii) replace the
specifications, technology or designs utilized in the [*] with
other suitable alternatives; or (iv) if the use of the
specifications, technology or designs utilized in the [*] is
prevented by injunction, remove such specifications, technology or
designs utilized in the [*]. CT shall not be liable for any cost or
expenses incurred without its prior written authorization.
SDID shall have the right to participate in the defense of any such
suit or claim with its own counsel and at its own expense. CT shall
not settle a claim without SDID's prior written consent, which
consent shall however not unreasonably be withheld, if (a) any
portion of the settlement would involve an admission that the [*]
infringes any proprietary right of any third party, (b) the
settlement would involve a payment by SDID for which SDID would not
be indemnified by CT under paragraph 10.1, or (c) the settlement
does not include a complete release of SDID.
10.2 Obligations of SDID. SDID agrees (a) to assume the defense of any
suit or claim brought against CT for the infringement of any
patent, copyright or other proprietary right arising from or caused
by the manufacture, sale or use of the [*] or use by CT for their
intended purpose of specifications, technology or designs provided
by SDID hereunder, (b) to pay the expense of such defense, and (c)
to indemnify CT against any money damages or costs, including
counsel fees, awarded in such suits or claims by reason of such
infringement; provided that (1) SDID shall be given exclusive
control of the defense of such suit or claim and all negotiations
relative to the settlement thereof, after consultation with CT,
(ii) SDID shall have no responsibility under this Section to the
extent that the suit or claim arises from the use of
specifications, technology or designs contributed by CT hereunder,
and (iii) CT promptly informs SDID in writing of any suits or
claims with respect to which SDID assumes responsibility
hereunder.- provided however that no failure or delay in providing
such notice shall relieve SDID of any of it obligations under this
section except to the extent SDID is actually prejudiced thereby.
SDID shall not be liable for any costs or expenses incurred without
its prior written authorization. If CT chooses to provide its own
defense, CT shall bear that expense. If specifications, technology,
designs furnished by SDID to CT for the sale or use of the [*]
units are, or in the opinion of SDID may become the subject of any
claim, suit, or proceeding for infringement of any United States
patent, copyright or trademark or if the sale or use of the [*], or
an part thereof, is, as a result enjoined, then SDID may, at its
option and expense; (I) procure for CT and its customers the right
under such patent, copyright or trademark to us the specifications,
technology or designs as incorporated in the [*]; (ii) suitably
modify the specifications, technology or
13
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
designs utilized in the [*] (iii) replace the specifications,
technology or designs utilized in the [*] with other suitable
alternatives; or (iv) if the use of the specifications, technology
or designs utilized in the [*] is prevented by injunction, remove
such specifications, technology or designs utilized in the [*].
10.3 Entire Liability. This indemnity states the entire liability of the
parties for infringement by said [*] and is in lieu of any other
indemnity, express, implied or statutory and no agreement altering
it will be binding upon either party unless in writing and signed
by a duly authorized officer or representative of each party.
11. PRODUCTS LIABILITY INDEMNITY
11.1 Products Liability Indemnity by CT. CT shall defend, indemnify and
hold SDID harmless from and against all claims, liabilities and
expenses, including reasonable attorneys' fees, arising out of the
death of or bodily injury to any person or persons other than
damage to property resulting from SDID's manufacture of the [*];
provided that (i) SDID provides CT prompt notice of any such claims
provided, however, that any failure or delay in providing such
notice shall not relieve CT of its obligations under this section,
except to the extent that CT is actually prejudiced by such failure
or delay, (ii) CT shall not be obligated to indemnify SDID for any
claims in connection with any settlement unless CT consents in
writing to such settlement and (iii) CT shall have the exclusive
right to defend any such claim. CT shall not have the right to
settle any such claim without prior written consent of SDID, which
consent cannot be unreasonable withheld.
11.2 Products Liability Indemnity by SDID. SDID shall defend, indemnify
and hold CT harmless from and against all claims and expenses,
including reasonable attorneys' fees, arising out of the death of
or bodily injury to any person or persons, excluding damage to
persons resulting from CT's manufacture or marketing of the [*],
but including the manufacture of the [*]; provided that (i) CT
provides SDID prompt notice of any such claim provided, however,
that any failure or delay in providing such notice shall not relive
SDID of its obligation under this section except to the extent that
SDID is actually prejudiced by such failure or delay. SDID shall
not have the right to settle any such claim without the prior
written consent of CT, with consent cannot be unreasonably
withheld, (ii) SDID shall not be obligated to indemnify CT for any
loss in connection with any settlement unless SDID consents in
writing to such settlement and (iii) SDID shall have the exclusive
right to defend any such claim.
14
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
12. LIMITATIONS OF LIABILITY
12.1 EXCEPT AS PROVIDED IN SECTION 12.4, NEITHER SDID NOR CT WILL BE
LIABLE OR OBLIGATED IN ANY MANNER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION AND
EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE, ARISING OUT
OF THIS AGREEMENT OR BY REASON OF BREACH OF THIS AGREEMENT. THESE
LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF-O ANY LIMIT REMEDY HEREIN.
12.2 THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER
EXPRESSED OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12.3 SDID's AND CT'S LIMITATIONS OF LIABILITY SHALL NOT APPLY IN CASES
OF GROSS NEGLIGENCE OR FRAUDULENT INTENT.
12.4 NOTHING IN THIS SECTION SHALL ALLOW CT TO [*] OR OTHERWISE [*] TO
PURCHASE [*] AND [*] FROM SDID HEREUNDER OR TO AVOID OR LIMIT CT'S
[*] FOR SDID'S DAMAGES ATTRIBUTABLE TO CT'S FAILURE TO MEET THIS
OBLIGATION, UNLESS THAT FAILURE IS A RESULT OF A MATERIAL BREACH OF
THIS AGREEMENT, MORGANTON AGREEMENT DATED NOVEMBER 8, 2000 (SEE
ATTACHMENT 7) AND DEVELOPMENT AND SUPPLY AGREEMENT DATED JUNE 1998
BY SDID WHICH IS NOT RECTIFIED BY SDID WITHIN A REASONABLE
TIMEFRAME AS NOTED IN PARAGRAPH 13.3.
13. TERM AND TERMINATION
13.1 Term. The [*] of this agreement, including development and
production, shall be in effect for [*] from start of development
[*] through production [*]. The [*] of the agreement includes a
development period not to exceed [*] and a production period of [*]
and may not be terminated earlier except by mutual agreement or as
provided for in Section 13.2 Events of Default. Failure of CT [*]
for delivery during the [*] due to [*] shall be a material breach,
provided this was not necessitated by a material breach, uncured of
this Agreement by SDID. Any [*] caused by [*] demand or market
conditions may be [*] as an option, if no material breach by CT as
defined herein has
15
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
occurred and is uncured. The [*] shall be for [*] following the [*]
and implemented by mutual written consent of the parties. Failure
of [*] during the [*] of this Agreement as defined herein, other
than as the result of an uncured material breach by SDID, shall be
a material breach by CT. Upon fulfillment of the [*], this contract
may be [*] by mutual agreement of both parties.
13.2 Events of Default. Either party shall have the right to terminate
the Agreement and its further Obligations hereunder upon the
occurrence of any of the following events of default (subject to
other party's ability to cure or remedy such event as described in
Section 13.3).
13.2.1 The other party materially breaches any of its
confidentiality, nondisclosure or other obligations under
the Agreement; or
13.2.2 The other party becomes the subject of any voluntary or
involuntary bankruptcy proceeding or any other proceeding
concerning insolvency, dissolution, cessation of operations,
reorganization of indebtedness, an assignment for the
benefit of creditors, or the like, and the proceeding is not
resolved in its favor with ninety (90) days after
appropriate service of process.
13.3 Right to Cure Event of Default. Other than as noted in Subsection
13.2.2, upon the occurrence of any event of default entitling a
party to terminate the Agreement, the non-defaulting party shall
send notice of termination, specifying the nature of the default,
to the other party. The defaulting party shall have [*] following
the date such notice is given to cure the default or to resolve the
default to the non-defaulting party's reasonable satisfaction.
Failure to cure or to resolve the default will result in
termination without further notice by the non-defaulting party,
unless such non-defaulting party extends the cure period by written
notice or withdraws the default notice. However, the willful
material breach of Section 7 will be considered a breach, which
cannot be cured and may be the basis for immediate termination of
the Agreement.
13.4 Right to Challenge a Termination for Default. The parties each
reserve the right to challenge a termination they consider to be
based upon an arbitrary or improper finding of default. Any
controversy or claim arising out of or relating to the termination
of this contract shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association before a single arbitrator. The hearing will be held in
San Francisco, California and shall commence not later than eight
(8) months following service of a demand for arbitration. The
Arbitrator shall have the right to provide for a limited number of
depositions and interrogatories. The
16
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Arbitrator shall issue a written decision within thirty (30) days
following completion of the hearing, and judgment upon the award
rendered by the arbitrator may be entered by any court having
jurisdiction.
13.5 The Effect of Termination
13.5.1 After expiration, termination or cancellation (all hereafter
collectively referred to as "termination") of this Agreement
for any reason, SDID shall promptly destroy or return to CT
all of CT's Confidential Information in its possession or
control and CT shall promptly destroy or return to SDID all
of SDID's Confidential Information in its possession or
control.
Upon either party's request, the other party shall warrant
its compliance with this section in writing to the
requesting party within thirty (30) days of termination.
13.5.2 In the event of termination by SDID, SDID agrees to provide
a last time buy of [*] upon reasonable request by CT for a
period of [*] following termination except in the case where
no production hardware has been supplied or replacement with
another form, fit, function device is possible. The
financial conditions thereto will be negotiated at the time
of termination. However, without time limitation SDID shall
produce and deliver such volumes necessary for CT to [*] vis
a vis customers subject to negotiations on the financial
conditions.
13.5.3 CT hereby agrees if this Agreement is terminated or canceled
that CT will not use or cause to be used any proprietary,
technical or patent technology of the [*].
13.5.4 SDID hereby agrees if this Agreement is terminated or
cancelled, that SDID will not use, or cause to be used, any
CT proprietary, technical, or parent technology provided by
CT for use in the [*].
13.5.5 If as a result of a material breach by CT, SDID terminates
this Agreement before CT [*] from SDID hereunder, then in
addition to any other rights SDID may have on account of
such breach and termination, SDID shall be paid by CT the
direct damages SDID incurs by reason of CT's failure to [*].
17
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
13.6 Survival Clause. Notwithstanding the Section 13, Sections 6.1 (SDID
Ownership Rights), 6.2 (CT Ownership Rights), 6.4 (Protection of
Proprietary Rights), 7 (Confidentiality), 8 (Compliance with
Export/Import Restrictions), 9 ([*] and Indemnification), 1 0
(indemnity with Respect to Proprietary Rights), 11 (Products
Liability Indemnity), 12 (Limitations of Liability), 13.5 (The
Effect of Termination and 14 (General Provisions) shall survive the
termination of the Agreement.
14. GENERAL PROVISIONS
14.1 Notice. Any notice provided for or permitted under this Agreement
will be treated as having been given when (a) delivered personally,
(b) sent by confirmed facsimile, telex or telecopy, or (c) sent by
commercial overnight courier with written verification of receipt,
to the party to be notified, at the address et forth below, or at
such other place of which the other party has been notified in
accordance with the provision of this Section.
If to SDID: SYSTRON XXXXXX INERTIAL DIVISION
BEI SENSORS & SYSTEMS COMPANY, INC.
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Manager, Contracts
If to CT: Continental Xxxxx XX & Co. oHG
Xxxxxxxxxxxxxxx 0
00000 Xxxxxxxxx
Xxxxxxx
Attention: Xxxxxxx Xxxx, Manager, Purchasing Brake Systems
Such notice will be treated as having been received upon the earlier of actual
receipt or five (5) days after posting.
14.2 This contract is a separate Agreement between the parties and does
not effect the validity of the existing Development and Supply
Agreement of the parties dated May 30, 1997 and amended September
14, 1998 for ASMS yaw rate sensor. The validity of one of the
contracts shall not interfere with the validity of the other
contract.
14.3 Waiver. No term or provision hereof will be considered waived by
either party, and no breach excused by either party, unless such
waiver or consent is in writing signed by both parties. No consent
by either party to, or waive of, a breach by either party, whether
express or implied, will constitute a consent
18
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
to, waiver or, or excuse of any other, different, or subsequent
breach by either party.
14.4 Assignment. SDID or CT may assign the Agreement to any person to
whom it transfers all or substantially all of its proprietary
rights in the [*], respectively. Otherwise, neither party may
assign, voluntarily, by operation of law, or otherwise, any rights
or delegate any duties under this Agreement without the other
party's prior written consent, such consent not to be unreasonably
withheld, and any attempt to do so without that consent will be
void. The Agreement will bind and inure to the benefit of the
parties and their respective successors and permitted assigns.
14.5 Relationship of the Parties. The parties to the Agreement are
independent contractors. There is no relationship of agency,
partnership, joint venture, employment, or franchise between the
parties. Neither party has the authority to bind the other or to
incur any obligation on its behalf.
14.6 Counterparts. The Agreement may be executed simultaneously in
counterparts, each of which will constitute an original, but all of
which together shall constitute one and the same instrument.
14.7 Amendment. The Agreement may be amended or supplemented only by a
writing that is signed by duly authorized representatives of both
parties.
14.8 Governing Law and Jurisdiction. The Agreement shall be governed by
and constituted under the laws of the United States and the State
of Michigan.
AGREEMENT APPROVALS
FOR FOR
Continental Xxxxx XX & Co. oHG SYSTRON XXXXXX INERTIAL DIVISION
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
--------------------------------- -----------------------------
(Signature) (Signature)
19
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Name: X. Xxxxxxxxx Name: Xxxxxx Xxxxxxxx
------------------------------ ------------------------------
Title: Vice President BU EBS Title: VP & General Manager
----------------------------- ------------------------------
Date: April, 26, 01 Date: 3-19-01
------------------------------ ------------------------------
By: /s/ X. Xxxxxxx
--------------------------------
(Signature)
Name: X. Xxxxxxx
------------------------------
Title: Dir. Purchasing
-----------------------------
Date: April, 26, 01
------------------------------
20
Systron Xxxxxx Inertial Division
Supply & Development Agreement
Continental Xxxxx
Attachments
# Attachment
1 Product Specification
2 Development Plan
[*] Table
[*] Charts/Launch Timing
3 Production Plan
Production Schedules
Capacity Charts
4 Pricing Matrix
Assumptions
5 Confidentiality Agreement
6 General Terms & Conditions
7 Morganton Agreement
8 CT [*]
[*]
[*]
21
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT #1 (SPECIFICATIONS)
[*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 2
CLUSTER DEVELOPMENT PLAN
ATTACHMENT 2
CLUSTER DEVELOPMENT PLAN
1. SCOPE OF WORK
1.1 This plan describes a joint development effort of a [*] derived
from the [*]. Utilizing the existing AQRS unit developed by SDID,
the parties shall cooperate in identifying changes to the AQRS unit
necessary to meet the specifications and configurations required by
CT customers. CT will [*] to modify the AQRS and implement the
changes identified by the parties. The changes shall include
development and inclusion of the [*] within the [*]. SDID will
perform such tests, analyses and investigations of the modified
AQRS unit as SDID and CT determine are necessary. The approach is
representative, and deviations from this approach may occur due to
a variety of factors.
2. DEVELOPMENT PLAN
2.1 Listed below are the development phases necessary to achieve
production ready designs. This uses CT methodology and is
structured to mitigate both technical and schedule risk.
DEVELOPMENT PLAN TABLE
-------------------- --------------------------------- -------------------------
PHASE CONFIGURATION OBJECTIVE
-------------------- --------------------------------- -------------------------
F04-1 [*] [*]
-------------------- --------------------------------- -------------------------
F04-2 [*] [*]
-------------------- --------------------------------- -------------------------
F05-1 [*] [*]
-------------------- --------------------------------- -------------------------
F05-2/F06 [*] [*]
-------------------- --------------------------------- -------------------------
F07 [*] [*]
-------------------- --------------------------------- -------------------------
F08 [*] Production
-------------------- --------------------------------- -------------------------
2.2 The above table describes the planned development phases for both
[*]. Other configurations will address [*]. The specific
configuration of each phase may be adjusted during the development
process to reflect testing results or other technical or
programmatic considerations. Additional testing and qualification
will be conducted for [*] that incorporate an [*]. This will insure
readiness [*] as required by CT and its customers.
2.3 CT may request modifications to the [*] and/or the scope of
development by negotiation with SDID based on cost and time
schedule. SDID will implement modifications after the parties reach
mutual agreement on technical approach,
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
price and schedule. After production release occurs, SDID shall
obtain CT approval for any product or process changes, according to
QS9000, that may have an effect on the performance of the unit or
its interface with the [*].
3. PRODUCT CONFIGURATION AND LAUNCH SEQUENCE
The attached [*] Configuration Matrix defines [*] of product, with [*] within
[*]. [*]
The following product configuration sequence is the plan to minimize technical
and schedule risk and meet Continental Xxxxx customer's needs:
------------------------------- --------------------- --------------------------
[*] [*] START OF
PRODUCTION
------------------------------- --------------------- --------------------------
Standard [*]
[*]
------------------------------- --------------------- --------------------------
[*]
[*] [*]
------------------------------- --------------------- --------------------------
[*] [*]
[*]
------------------------------- --------------------- --------------------------
[*] [*]
[*]
------------------------------- --------------------- --------------------------
4. CLUSTER ASSEMBLY DEVELOPMENT SCHEDULE AND [*] MATRIX
The development of the [*] indicated in paragraph 3 above shall be guided by the
four (4) Development Schedules attached. Each schedule includes a [*] indicating
the division of responsibilities between SDID and CT. SDID shall work with CT to
adjust all schedules upon mutual agreement to best serve the needs of CT and
CT's customers.
5. RESOURCE COMMITMENTS
SDID agrees to identify and commit the appropriate personnel, facilities and
equipment to reasonably coordinate and support the activities which are the
subject of the Agreement and to use reasonable best efforts to achieve the
product and schedule identified in this Agreement.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
CT agrees to provide technical development, guidance and support in a
collaborative development effort with SDID.
5.1 Continental Xxxxx [*].
CT agrees to provide [*] resources to develop [*] versions that
incorporate [*] as well as [*] in addition to [*]. CT agrees to provide
full documentation of the [*] for release in the SDID Document Control
system.
5.2 [*].
CT agrees to provide full specification and technical support for the
[*] so that SDID can correctly incorporate them into the [*] design and
support them in production.
5.3 [*]
CT and SDID agree to collaborate on the selection of [*] to minimize
schedule and technical risk and ensure compatibility between platform
environment and [*].
6. FUNDING
6.1 Development Expense
[*], based upon [*].
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
[*] CONFIGURATION MATRIX
----------------------------- ------------------------- ------------------------- -------------------------- -----------------------
[*] STANDARD [*] [*] [*]
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
OEM P/M X X X X X X X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
CT P/N [*] [*] [*] [*] [*] [*] [*] [*]
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
SDID P/N [*] [*] [*] [*] X X [*] [*]
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
SENSOR X X X X X X X X
MODULE
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
PWB ASSY
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*]
MODULE X X X X X X X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
PWB ASSY
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
HOUSING BASE
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
Standard X (.5mm dev) X (.5mm dev) X X X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
CONNECTOR/KEY
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*] X X X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
NOTE 1: Each column represents a [*] configuration [*] Date: 02/20/01
NOTE 2: Each X represents a unique TBD part number cluster_config_pn_5.xls
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
--------------------------------------------------------------------------------------------------------------------------------
MILESTONES SENSOR CLUSTER SC01
------- ------------------------- ------- ------- ----- ----------------- ----------------- ----------------- ------------------
ID Task Name SDID CT 0xx Xxxxxxx 0xx Xxxxxxx 0xx Xxxxxxx 0xx Quarter
------- ------------------------- ------- ------- ----- ----------------- ----------------- ----------------- ------------------
Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
------- ------------------------- ------- ------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- -------
[ * ]
------- ------------------------- ------- ------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -------
------------------------------------ ------ ---------- ----------------------- -----------------------------------------------------
Project Milestones Sensorcluster Task Milestone o Summary
SC01
Date: Feb 20 `01
------------------------------------------------------ ------------------------------------------------------ ----------------------
Milestones Sensorcluster SC01 SD Page 1 STATUS AS OF: 2/20/01
------------------------------------------------------ ------------------------------------------------------ ----------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-----------------------------------------------------------------------------------------------------------------------------------
MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
ID Task Name SDID CT 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02
-----------------------------------------------------------------------------------------------------------------------------------
D J F M A M J J A S O N D J F M A M J J A S
-----------------------------------------------------------------------------------------------------------------------------------
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*] Task | | Milestone * Summary
Date: Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*] Page 2 STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-----------------------------------------------------------------------------------------------------------------------------------
MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
ID Task Name SDID CT 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02
-----------------------------------------------------------------------------------------------------------------------------------
D J F M A M J J A S O N D J F M A M J J A S
-----------------------------------------------------------------------------------------------------------------------------------
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*] Task | | Milestone * Summary
Date: Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*] Page 3 STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-----------------------------------------------------------------------------------------------------------------------------------
MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
ID Task Name SDID CT 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02
-----------------------------------------------------------------------------------------------------------------------------------
D J F M A M J J A S O N D J F M A M J J A S
-----------------------------------------------------------------------------------------------------------------------------------
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*] Task | | Milestone * Summary
Date: Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*] Page 1 STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
-----------------------------------------------------------------------------------------------------------------------------------
MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
ID Task Name SDID CT 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02
-----------------------------------------------------------------------------------------------------------------------------------
D J F M A M J J A S O N D J F M A M J J A S
-----------------------------------------------------------------------------------------------------------------------------------
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
[ * ]
------- -------- --------- -----
-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*] Task | | Milestone * Summary
Date: Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*] Page 1 STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 3
CLUSTER 2001 PRODUCTION PLAN
The production plan for the manufacture of the [*] supports the launch
requirements of Continental Xxxxx. The approach and commitment to the
preparation of production by SDID is predicated on the definitization of this
agreement, [*] and the [*] and [*] as defined in the Morganton Agreement.
1.0 Production Capacity. In agreement with the supply and development
agreement, capacity for the [*] is set to produce [*] with a [*]. This
[*]. Additional capacity, when required, will be put in place by SDID to
support rates over [*], however consideration must be given to adequate
lead-time for SDID and its suppliers to support alternate higher rates.
The Cluster 2001 is made up of [*]. Since the [*] are not known at this
time, all capacity planning for the sensor module is assumed to be
redundant. All [*] noted in [*] are estimates at this time, based on the
current understanding of the product, which is in development. [*] may
vary as the design and process is finalized and negotiated prices for the
[*] are determined.
1.1.1 [*]. The [*] process will require additional
equipment as identified in the [*] to support the
ramp up plan.
1.1.2 [*]. The [*] process will require additional
equipment as identified in [*] to support the ramp up
plan.
1.2 Cluster Final Assembly. [*]. [*] (if necessary) is performed prior to
shipment. This process is planned to start with initial capacity at SDID
[*]
2.0 Production Facilities. All planning and pricing (except as noted for [*])
is based on [*]. Consideration will be given to requests from Continental
Xxxxx to consider [*]. [*] for [*] effect the target pricing as noted in
Attachment 4 of the supply and development agreement.
3.0 [*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID/CT CLUSTER PLANNING 17.NOV.00 (UPDATED 02/13/2001)
TOTAL QTY BY FISCAL YEAR
-------------------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW
PLATFORM DESIGN FY 01 FY 02 FY 03 FY 04 FY 05
================================ ============= ============== ============= ============= =============
CLUSTER [*] - [*] [*] [*] [*]
[*] - [*] - [*] [*]
----------------- ------------- -------------- ------------- ------------- -------------
[*] - [*] [*] [*] [*]
[*] - [*] [*] [*] [*]
============== ================= ============= ============== ============= ============= =============
CLUSTER TOTAL - [*] [*] [*] [*]
================================ ============= ============== ============= ============= =============
CT SCHED TOTAL - [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
CT SCHED - SDID PORTION
PLATFORM DESIGN FY 01 FY 02 FY 03 FY 04 FY 05
================================ ============= ============== ============= ============= =============
CLUSTER [*] - [*] [*] [*] [*]
[*] - [*] - [*] [*]
----------------- ------------- -------------- ------------- ------------- -------------
[*] - [*] [*] [*] [*]
[*] - [*] [*] [*] [*]
============== ================= ============= ============== ============= ============= =============
CLUSTER TOTAL - [*] [*] [*] [*]
============== ================= ============= ============== ============= ============= =============
SDID PORTION TOTAL [*] [*] [*] [*]
================================ ============= ============== ============= ============= =============
SENSOR MODULE [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
CT SCHED - CT PORTION
PLATFORM DESIGN FY 01 FY 02 FY 03 FY 04 FY 05
-------------------------------- ------------- -------------- ------------- ------------- -------------
CLUSTER [*] - [*] [*] - -
------------- -------------- ------------- ------------- -------------
[*] - - [*] [*] [*]
------------- -------------- ------------- ------------- -------------
[*] - - [*] [*] [*]
-------------------------------- ------------- -------------- ------------- ------------- -------------
CT PORTION TOTAL - [*] [*] [*] [*]
-------------------------------- ------------- -------------- ------------- ------------- -------------
CT TOTAL BY CALENDAR YEAR
-------------------------------- ---------------------------------------------------------------------
CT SCHED 17.11.00 RAW
PLATFORM DESIGN CY 01 CY 02 CY 03 CY 04 CY 05
================================ ============= ============= ============= ============= =============
CLUSTER [*] - [*] [*] [*] [*]
[*] [*] [*] - [*] [*]
----------------- ============= ------------- ------------- ------------- -------------
[*] - [*] [*] [*] [*]
[*] - [*] [*] [*] [*]
============== ================= ============= ============= ============= ============= =============
CLUSTER TOTAL [*] [*] [*] [*] [*]
================================ ============= ============= ============= ============= =============
CT SCHED TOTAL [*] [*] [*] [*] [*]
-------------------------------- ----------------------------------------------------------------------
-------------------------------- ----------------------------------------------------------------------
CT SCHED - SDID PORTION
PLATFORM DESIGN CY 01 CY 02 CY 03 CY 04 CY 05
================================ ============= ============= ============= ============= =============
CLUSTER [*] - [*] [*] [*] [*]
[*] [*] [*] - [*] [*]
----------------- ------------- ------------- ------------- ------------- -------------
[*] - [*] [*] [*] [*]
[*] - [*] [*] [*] [*]
============== ================= ============= ============= ============= ============= =============
CLUSTER TOTAL [*] [*] [*] [*] [*]
============== ================= ============= ============= ============= ============= =============
SDID PORTION TOTAL [*] [*] [*] [*] [*]
================================ ============= ============= ============= ============= =============
SENSOR MODULE - [*] [*] [*] [*]
-------------------------------- ----------------------------------------------------------------------
-------------------------------- ----------------------------------------------------------------------
CT SCHED - CT PORTION
PLATFORM DESIGN CY 01 CY 02 CY 03 CY 04 CY 05
-------------------------------- ------------- ------------- ------------- ------------- -------------
CLUSTER [*] - [*] - - -
------------- ------------- ------------- ------------- -------------
[*] - - [*] [*] [*]
------------- ------------- ------------- ------------- -------------
[*] - - [*] [*] [*]
-------------------------------- ------------- ------------- ------------- ------------- -------------
CT PORTION TOTAL - [*] [*] [*] [*]
-------------------------------- ------------- ------------- ------------- ------------- -------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID / CT CLUSTER PLANNING 17.NOV.00 (UPDATED 02/13/2001)
--------------------------------- --------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW 2001 (UPDATED 02/13/2001 WITH CT X.XXXX SCHED DATED 22.01.01)
PLATFORM DESIGN Jan-2001 Feb-2001 Mar-2001 Apr-2001 May-2001 Jun-2001 Jul-2001 Aug-2001
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL -- -- -- -- -- -- -- --
================================= =========== ========== =========== ========== =========== =========== ========== ===========
CT SCHED TOTAL -- -- -- -- -- -- -- --
CT SCHED - SDID PORTION 2,001
PLATFORM DESIGN Jan-2001 Feb-2001 Mar-2001 Apr-2001 May-2001 Jun-2001 Jul-2001 Aug-2001
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL -- -- -- -- -- -- -- --
================================ =========== ========== =========== =========== ========== =========== ========== ===========
SDID PORTION TOTAL -- -- -- -- -- -- -- --
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE -- -- -- -- -- -- -- --
CT SCHED - CT PORTION 2,001
PLATFORM DESIGN Jan-2001 Feb-2001 Mar-2001 Apr-2001 May-2001 Jun-2001 Jul-2001 Aug-2001
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR [*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL -- -- -- -- -- -- -- --
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW 2001 (UPDATED 02/13/2001 WITH CT X.XXXX SCHED DATED 22.01.01)
PLATFORM DESIGN Sep-2001 Oct-2001 Nov-2001 Dec-2001 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] -- -- -- -- --
[*] -- [*] [*] [*] [*]
[*] -- -- -- -- --
[*] -- -- -- -- --
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL -- [*] [*] [*] [*]
================================= ========== =========== ========== =========== ===========
CT SCHED TOTAL -- [*] [*] [*] [*]
CT SCHED - SDID PORTION
PLATFORM DESIGN Sep-2001 Oct-2001 Nov-2001 Dec-2001 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] -- -- -- -- --
[*] -- [*] [*] [*] [*]
[*] -- -- -- -- --
[*] -- -- -- -- --
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL -- [*] [*] [*] [*]
================================ =========== ========== =========== ========== ===========
SDID PORTION TOTAL -- [*] [*] [*] [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE -- -- -- -- --
CT SCHED - CT PORTION
PLATFORM DESIGN Sep-2001 Oct-2001 Nov-2001 Dec-2001 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTOR [*] -- -- -- -- --
[*] -- -- -- -- --
[*] -- -- -- -- --
============== ================== ========== =========== ========== =========== ===========
CT PORTION TOTAL -- -- -- -- --
-------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID/CT GRS/CLUSTER PLANNING 17.NOV.00
------------------------------------------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW 2,002
PLATFORM DESIGN Jan-2002 Feb-2002 Mar-2002 Apr-2002 May-2002 Jun-2002 Jul-2002 Aug-2002
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] -- -- -- -- -- [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- -- -- [*] [*]
[*] -- -- -- [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================= =========== ========== =========== ========== =========== =========== ========== ===========
CT SCHED TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION 2,002
PLATFORM DESIGN Jan-2002 Feb-2002 Mar-2002 Apr-2002 May-2002 Jun-2002 Jul-2002 Aug-2002
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] -- -- -- -- -- [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- -- -- [*] [*]
[*] -- -- -- [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================ =========== ========== =========== =========== ========== =========== ========== ===========
SDID PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE -- -- -- -- -- -- [*] [*]
CT SCHED - CT PORTION 2,002
PLATFORM DESIGN Jan-2002 Feb-2002 Mar-2002 Apr-2002 May-2002 Jun-2002 Jul-2002 Aug-2002
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR [*] -- -- -- -- -- -- [*] [*]
[*] -- -- -- -- -- -- -- --
[*] -- -- -- -- -- -- -- --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL -- -- -- -- -- -- [*] [*]
------------------------------------------------------------------------------------------------------------------------------
--------------------------------- ----------------------------------------------------------
CT SCHED 17.11.00 RAW
PLATFORM DESIGN Sep-2002 Oct-2002 Nov-2002 Dec-2002 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================= ========== =========== ========== =========== ===========
CT SCHED TOTAL [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION
PLATFORM DESIGN Sep-2002 Oct-2002 Nov-2002 Dec-2002 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================ ============ ========== =========== ========== ===========
SDID PORTION TOTAL [*] [*] [*] [*] [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE [*] [*] [*] [*] [*]
CT SCHED - CT PORTION
PLATFORM DESIGN Sep-2002 Oct-2002 Nov-2002 Dec-2002 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTOR [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- --
[*] -- -- -- -- --
============== ================== ========== =========== ========== =========== ===========
CT PORTION TOTAL [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID/CT CLUSTER PLANNING 17.NOV.00
-------------------------------------------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW 2,003
PLATFORM DESIGN Jan-2003 Feb-2003 Mar-2003 Apr-2003 May-2003 Jun-2003 Jul-2003 Aug-2003
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- -- -- -- --
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================= =========== ========== =========== ========== =========== =========== ========== ===========
CT SCHED TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION 2,003
PLATFORM DESIGN Jan-2003 Feb-2003 Mar-2003 Apr-2003 May-2003 Jun-2003 Jul-2003 Aug-2003
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- -- -- -- --
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================= =========== ========== =========== =========== ========== =========== ========== ===========
SDID PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - CT PORTION 2,003
PLATFORM DESIGN Jan-2003 Feb-2003 Mar-2003 Apr-2003 May-2003 Jun-2003 Jul-2003 Aug-2003
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR [*] -- -- -- -- -- -- -- --
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW
PLATFORM DESIGN Sep-2003 Oct-2003 Nov-2003 Dec-2003 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- --
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================= ========== =========== ========== =========== ===========
CT SCHED TOTAL [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION
PLATFORM DESIGN Sep-2003 Oct-2003 Nov-2003 Dec-2003 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] -- -- -- -- --
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================= =========== ========== =========== ========== ===========
SDID PORTION TOTAL [*] [*] [*] [*] [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE [*] [*] [*] [*] [*]
CT SCHED - CT PORTION
PLATFORM DESIGN Sep-2003 Oct-2003 Nov-2003 Dec-2003 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTOR [*] -- -- -- -- --
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CT PORTION TOTAL [*] [*] [*] [*] [*]
------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID/CT CLUSTER PLANNING 17.NOV.00
--------------------------------------------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW 2,004
PLATFORM DESIGN Jan-2004 Feb-2004 Mar-2004 Apr-2004 May-2004 Jun-2004 Jul-2004 Aug-2004
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] - - - - - - [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================= =========== ========== =========== ========== =========== =========== ========== ===========
CT SCHED TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION 2,004
PLATFORM DESIGN Jan-2004 Feb-2004 Mar-2004 Apr-2004 May-2004 Jun-2004 Jul-2004 Aug-2004 S
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] - - - - - - [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================ =========== ========== =========== =========== ========== =========== ========== ===========
SDID PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- -
SENSOR MODULE [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - CT PORTION 2,004
PLATFORM DESIGN Jan-2004 Feb-2004 Mar-2004 Apr-2004 May-2004 Jun-2004 Jul-2004 Aug-2004 S
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR [*] - - - - - - - -
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------- ---------------------------------------------------------
CT SCHED 17.11.00 RAW
PLATFORM DESIGN Sep-2004 Oct-2004 Nov-2004 Dec-2004 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================= ========== =========== ========== =========== ===========
CT SCHED TOTAL [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION
PLATFORM DESIGN Sep-2004 Oct-2004 Nov-2004 Dec-2004 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================ =========== ========== =========== ========== ===========
SDID PORTION TOTAL [*] [*] [*] [*] [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE [*] [*] [*] [*] [*]
CT SCHED - CT PORTION
PLATFORM DESIGN Sep-2004 Oct-2004 Nov-2004 Dec-2004 TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTOR [*] - - - - -
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ===========
CT PORTION TOTAL [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SDID/CT CLUSTER PLANNING 17.NOV.00
-------------------------------------------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW 2,005
PLATFORM DESIGN Jan-2005 Feb-2005 Mar-2005 Apr-2005 May-2005 Jun-2005 Jul-2005 Aug-2005
============== ================== =========== ========== =========== ========== =========== =========== ========== ============
CLUSTER [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ============
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================= =========== ========== =========== ========== =========== =========== ========== ============
CT SCHED TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION 2,005
PLATFORM DESIGN Jan-2005 Feb-2005 Mar-2005 Apr-2005 May-2005 Jun-2005 Jul-2005 Aug-2005
============== ================== =========== ========== =========== ========== =========== =========== ========== ============
CLUSTER [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ============
CLUSTOR TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
================================ =========== ========== =========== =========== ========== =========== ========== ============
SDID PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE [*] [*] [*] [*] [*] [*] [*] [*]
CT SCHED - CT PORTION 2,005
PLATFORM DESIGN Jan-2005 Feb-2005 Mar-2005 Apr-2005 May-2005 Jun-2005 Jul-2005 Aug-2005
============== ================== =========== ========== =========== ========== =========== =========== ========== ============
CLUSTOR [*] - - - - - - - -
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ============
CT PORTION TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
CT SCHED 17.11.00 RAW
PLATFORM DESIGN Sep-2005 Oct-2005 Nov-2005 Dec-2005 TOTAL
============== ================== ========== =========== ========== =========== ==========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ==========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================= ========== =========== ========== =========== ==========
CT SCHED TOTAL [*] [*] [*] [*] [*]
CT SCHED - SDID PORTION
PLATFORM DESIGN Sep-2005 Oct-2005 Nov-2005 Dec-2005 TOTAL
============== ================== ========== =========== ========== =========== ==========
CLUSTER [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ==========
CLUSTOR TOTAL [*] [*] [*] [*] [*]
================================ =========== ========== =========== ========== ==========
SDID PORTION TOTAL [*] [*] [*] [*] [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE [*] [*] [*] [*] [*]
CT SCHED - CT PORTION
PLATFORM DESIGN Sep-2005 Oct-2005 Nov-2005 Dec-2005 TOTAL
============== ================== ========== =========== ========== =========== ==========
CLUSTOR [*] - - - - -
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
============== ================== ========== =========== ========== =========== ==========
CT PORTION TOTAL [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
[*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
[*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
[*]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Attachment 4
Systron Xxxxxx Inertial Division
Cluster 2001 Budgetary Target Pricing
December 20, 2000 Fax
Calendar Year Pricing
[*] [*] [*] [*] [*] [*]
-------------------------
[*] [*] [*] [*] [*]
-------------------------
Current Year [*] [*] [*] [*] [*] [*]
Next Year [*] [*] [*] [*]
--- --- --- ---
Tot Calendar [*] [*] [*] [*] [*]
[*]
[*]
-[*] [*] [*] [*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*] [*]
-[*] [*] [*] [*] [*]
[*]
-[*] [*] [*] [*] [*]
Continental Xxxxx and SDID shall negotiate annually in October, the pricing of
Clusters and Sensors Modules for the next calendar year. This shall be based on
current information available as to cost, technology and quantity and in keeping
with the intent of the Morganton Agreement dated November 8, 2000.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Systron Xxxxxx Inertial Division
Cluster 2001 Budgetary Target Pricing
December 20, 2000 Fax
Calendar Year Pricing
Assumptions:
1. This is based on [*] numbers and requires additional work to develop
firmer pricing targets.
2. [*]
3. Calendar 2002 is a blended average price for Jan-March in [*] costs,
April-Sept [*] FY02 costs, and [*] FY03 costs. Delays in [*] will
increase prices.
4. Calendar 2002 mid year is [*].
5. [*] and [*] is launched per the Nov 17, 2000 CT forecasts.
6. All quantities are per CT Nov 17, 2000 Forecast.
7. No pricing is available at this time for the [*] and is assumed for this
budgetary quote to be [*].
Note: Pricing Revised- [*]
[*]
The [*] is an estimate only. CT needs to send a final price for firm quote.
8. Burden rates assume CT agreed to [*] in both [*].
9. After further discussion with CT, SDID will update this proposal with
additional costs for both [*] based on the [*].
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 5
CONFIDENTIALITY AGREEMENT
2
CONFIDENTIALITY AGREEMENT
This Agreement is effective between
Systron Xxxxxx Inertial Division a division of BEI Sensors and Systems Company,
having a principal place of business at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx
00000-0000 (hereinafter "SDID").
and
Continental Xxxxx XX & CO oHG,
a corporation of Germany, having a principal place of business at 7
Xxxxxxxxxxxxxxx, 00000 Xxxxxxxxx/Xxxx, Xxxxxxx Xxxxxxxx of Germany (hereinafter
"CT").
1. Information, Documents, Samples
CT, or their representative, and SDID, or their representative
(hereinafter each "Company" and collectively "Companies") will supply
to each other for the purpose of the investigation of a supply
relationship between SDID and CT concerning [*]
- various oral information (hereinafter "Information") and/or
- documents such as
hardware, firmware, software and related papers, computer
printouts, other data carriers, electronic data processing
records, programs and/or other documents, in particular
illustrative media, drawings, descriptions, specifications,
reports, cards, microfilms, (hereinafter "Documents") and/or
samples or models (hereinafter "Samples").
2. Confidentiality, Restriction of Use
The Companies agree to keep confidential all Information and Documents
and/or Samples supplied to each other, to keep them under lock and key
when stored. The receiving Company will give access to Information,
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
3
Documents and/or Samples only to those of its employees who need to
know. All employees of the receiving Company are obliged to
confidentiality, even if they are not directly involved in the project.
3. Property
The Information and the Documents and/or Samples supplied remain the
property of the respective supplier. They are supplied on a lend basis
only. The Companies shall return the Documents and/or Samples at any
time upon request.
4. Exceptions
Notwithstanding any other provisions of this Agreement, the commitment
of confidentiality shall not apply to any information which:
(a) is or becomes publicly known through no wrongful act on
the receiving companies' part;
(b) is already known to the receiving Company at the time of
disclosure through the supplying Company or their
representative and is designated to be known by the
receiving Company without undue delay;
(c) is received by the Companies from a third party through
no wrongful act on the part of the third party or the
receiving Company or anyone else.
5. Reproductions
The Documents and/or Samples supplied may not be reproduced. Only in
special cases will the Companies check whether prior express written
consent to reproduce the Documents, which may however be withdrawn at
any time, can be given. In the event that such consent is withdrawn,
the Companies shall also return the copies of the Documents upon
request.
4
6. Conditions of Delivery
The supplied Information, Documents and/or Samples- are entrusted to
each of the Companies pursuant the regulations of the Laws Prohibiting
Unfair Competition. The Companies may use them solely for the purpose
provided or permitted by each other. In particular, the Companies may
not use them for manufacturing, or having manufactured, the products
concerned for themselves or for third parties and may not dismantle
Samples.
7. Reserve of Rights
The Companies reserve all rights, including copyrights, in respect of
the supplied Samples and/or Information and Documents and the products
and parts thereof depicted therein as well as their information
contained, at home and abroad, also in the event of a patent being
granted or a utility model being registered.
8. Subject Matter
Nothing contained in this Agreement shall constitute an obligation for
either Company to supply specific Information, Documents and/or Samples
to the other Company. Nothing in this Agreement shall grant to either
Company the right to make commitments to any kind for or on behalf of
the other Company. This Agreement shall not constitute, create, give
effect to or otherwise imply a joint venture or partnership or formal
business Organization of any kind. The exchange of Information,
Documents and/or Samples hereunder does not constitute or otherwise
imply an offer, acceptance, or promise for any-future contract, or
amendment to any existing contract between the Companies.
9. Disclosure to Third Parties
Unless otherwise provided in this Agreement, the Information, the
Documents and any copies thereof and/or the Samples may not be
disclosed to third parties without the prior written consent of the
respective supplying Company. If the respective supplying Company
5
consents to the disclosure to a third party, the receiving Company
shall, prior to such disclosure, make it binding on that third party to
abide by the preceding provisions.
10. Applicable Law
This Agreement shall be interpreted and ruled in accordance with the
Law of the Federal Republic of Germany, and place of venue will be in
Frankfurt am Main, Federal Republic of Germany.
IN WITNESS WHEREOF, the companies have executed this Agreement effective the
date of signature of the last of the Companies set forth below.
Continental Xxxxx XX & Co oHG Systron Xxxxxx Inertial Division
By /s/ [illegible] By /s/ [illegible]
------------------------------- ---------------------------------
Title Dir. Purchasing Title VP & General Manager
---------------------------- ------------------------------
And /s/ [illegible] And
------------------------------- ----------------------------------
Title Commodity Manager Title
---------------------------- --------------------------------
Date March 19, 2001 Date 3-19-01
----------------------------- -------------------------------
ATTACHMENT 6
Continental Xxxxx' ("Customer") for the Purchase of Production Material and
Spare Parts designated for passenger cars as well as Machinery and Equipment,
Auxiliary and Operation Material from their contracting partners ("Suppliers")
Terms and Conditions (attached herein) were reviewed and found to be acceptable
with the following modifications and/or clarifications and hereby added as
Attachment 6 of Development and Supply Agreement:
Part A Production Material and Spare Parts
I. Decisive Conditions - This provision is acceptable as modified below:
The legal relationship between Supplier and Customer shall be the terms
and conditions of the Supply and Development Agreement for the cluster assembly
and these standard terms and condition as modified herein. In cases of conflict
between the Supply and Development Agreement and the standard terms and
conditions, the Supply and Development Agreement shall have precedent.
Modifications and supplements require written form.
II. Order
1. Acceptable
2. This paragraph is acceptable with the sentence modified to read: "Calls
for delivery are binding at the latest if the Supplier does not object
to them within [*], when calls placed against EDI/Scheduling Agreements
are placed with Seller's Customer Service Department [*] and calls for
prototype and production purchase orders are placed with the Seller's
Manager of Contracts [*]".
PLEASE NOTE: The personnel in the above referenced departments may be
changed upon written notification to the Customer.
3. Acceptable
III. Payment
1. Shall be per paragraph 4.4 of the Development and Supply Agreement for
[*] shall apply.
2. Acceptable
3. Acceptable
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
4. Acceptable
IV. Notice of Defects - Acceptable
V. Secrecy
1. Acceptable, with the addition of the following: For elements of the
design of the [*] at or above the [*]. The [*] and it's electronics as
contained in the sensor module is proprietary to SDID (see supply and
development agreement para. 1.17 for definitions) and is not
constrained by this or any other agreement.
2. Acceptable
3. Acceptable
4. Acceptable
VI. Delivery, Dates of Delivery and Terms of Delivery, Stockkeeping and
Continued Deliveries
Shall be as stated for contract deliveries in accordance with paragraph
4.3 of the Development and Supply Agreement for [*].
4. Acceptable, but only with adequate lead time. Prices for the extended
time shall be subject to mutual agreement.
VII. Delay in Delivery
Liabilities shall be in accordance with paragraph 12 of the Development
and Supply Agreement for [*].
VIII. Acts of God - Acceptable
IX. Quality and Documentation
1. Acceptable
2. Acceptable
3. Acceptable
4. Acceptable
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
X. [*]
1. Delete second from last sentence that reads, "The customer shall be
entitled to make the rework himself or to have it executed by a third
party, the supplier [*]". Change the last sentence to read, "Should the
same goods be delivered repeatedly in a defective condition, [*] in
accordance with paragraph 13 of the supply and development agreement."
2. [*] shall be in accordance with paragraph 9 of the Development and
Supply Agreement for [*].
3. Acceptable
4. Acceptable with the deletion of the last sentence that reads "For
commercial vehicles this shall be valid only if no other agreement has
been made."
5. Acceptable
6. Acceptable
XI. Liability - Shall be in accordance with paragraph 12 of the Supply and
Development Agreement for [*].
XII. Industrial Property Rights - Shall be in accordance with paragraph 10
of the Supply and Development Agreement for [*].
XIII. Precaution Means, Use of Production Means and Confidential Information
of the Customer
1. Acceptable
2. Acceptable
XIV. Retention of Title - Shall be in accordance with paragraph 4.3 of the
Development and Supply Agreement for [*].
XV. General Terms
1. Acceptable in accordance with Development and Supply Agreement,
paragraph 13.2 with the addition of the following "and the proceeding
is not resolved in its favor within ninety (90) days after the
appropriate service of process" after the words "bankruptcy
proceeding...".
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
2. Acceptable
3. Shall be in accordance with paragraph 14.7 of the Development and
Supply Agreement for [*].
4. Shall be in accordance with paragraph 4.3 of the Development and Supply
Agreement for [*].
5. Shall be in accordance with paragraph 14.7 of the Development and
Supply Agreement for [*].
PART B Machinery and Equipment, Auxiliary and Operating Material
This part is not applicable, because CT and SDID will be working together to
[*], to this Order or Supplier because this Order is not for [*].
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 7
Morganton Agreement
November 8, 2000
Attachment 7
Common agreement between CT and BEI/SDID:
1. CT [*] SDID [*] over the period [*] at agreed upon prices related to a
target curve which will reflect competitive market prices at the time
of initial agreement and updated annually to reflect forward pricing
pressure due to technology and competition.
2. CT agrees to [*] SDID its [*].
(a) CT agrees to [*] to [*] with possible [*]
(b) CT agrees to [*] any [*] with SDID on a [*] basis, taking into
account optimum capacity utilization between the 2 parties
which are SDID-Concord and CT-Hungry.
3. CT & SDID agree to work jointly in addressing potential [*] and in
diligently pursuing acceptable solutions in technology and costs.
4. In the event CT is unable to proceed under any of point 1), 2), or 3),
SDID will be immediately [*]. If CT is able to proceed under points 1),
2), and 3), the [*].
5. CT & SDID will work jointly in optimizing the efficiency of the
procurement process, with SDID taking the lead in the [*] & CT taking
the lead in the [*]. The parties will take full advantage of CT's [*],
where ever feasible.
6. Both parties agree to enter a development agreement to address
improvements in existing technologies and to develop advanced
technologies for future years, including [*]. This agreement will also
include [*].
(a) In the event CT intends to [*] on a [*], BEI will be notified
and will be [*].
(b) There will be a [*], where both parties will work together to
[*], which will be the basis of the development agreement
mentioned in item 6:
7. Both parties agree to install a Cost-Review Process, which is based on
an action list to achieve the targets: mentioned-under 1) and 3).
Common meetings will take place frequently (for example: every 2
months). Participants engineering, purchasing and costing.
Morganton, November 8, 2000
/s/ [illegible] /s/ [illegible] /s/ [illegible]
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 8
[*] MOU
[*] MOU
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 8
[BEI LOGO]
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) between Continental Xxxxx XX & Co. oHG
(CT) and BEI Sensors & Systems Company, Inc., Systron Xxxxxx Inertial Division
(SDID) sets forth the criteria for [*] to be made by Continental Xxxxx. The
purpose of this Agreement is to define Continental Xxxxx' and SDID's commitment
to [*] at Systron Xxxxxx Inertial Division and certain [*], in order to
facilitate the Division to [*] the [*]. The agreed upon items are as follows:
1. This [*] is intended to provide [*]. This capacity will be put in place
at the SDID facility in Concord, California. This agreement may not [*]
which may be required to [*] and will require further review by CT and
SDID.
2. During the [*] from the [*] product to the [*], the combined [*] from
CT will not [*]. Continental Xxxxx will exercise, during transition and
after transition, [*]. Significant changes to monthly production levels
may require pricing adjustments to compensate for unplanned premium
costs. CT will provide SDID an initial transition plan and update this
plan monthly to insure SDID is able to react in a cost-effective
manner.
3. SDID will submit [*] to CT for [*]. CT will process and [*] to SDID, in
order that the [*]. All [*] to CT prior to use. Per the attached
schedule, CT [*]. [*]. Prior to the [*] will be prepared and included
in the [*]. Any net savings will be reflected in the [*].
4. SDID may, at its option, [*] noted herein at their [*] if determined by
CT to be [*].
5. SDID and CT will jointly negotiate with suppliers to wherever possible
[*] in the [*] in order to minimize the [*].
(1 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED XXXXXXXX.
[BEI LOGO]
ATTACHMENT 8
MEMORANDUM OF UNDERSTANDING Page 2 of 2
SYSTRON XXXXXX INERTIAL DIVISION & CONTINENTAL XXXXX
6. This MOU shall become an integral part of the [*] Development and
Supply Agreement to be executed at the earliest possible date.
7. It is a mutual understanding that the [*] must be optimized to insure
the most efficient use of [*] and the impact of [*].
8. SDID will [*].
9. In execution of this agreement by CT, SDID agrees to fulfill its [*] as
noted in attachment 2.
Attachments: 1) CT [*]
2) SDID [*]
BEI SENSORS & SYSTEMS COMPANY CONTINENTAL XXXXX XX & Co. oHG
SYSTRON XXXXXX INERTIAL DIVISION
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx
Title: Vice President & General Manager Title: Director, Purchasing
Electronic Brake System worldwide
Date: /s/ Xxxxxx X. Xxxxxxxx 6/30/00 Date: June 30/00 /s/ Xxxxx Xxxxxxxx
---------------------------------- ------------------------------
Name: Xx. Xxxxx Xxxxxxxxx
Vice President Business Unit
Electronic Brake Systems
Date: June 30/00 /s/ X. Xxxxxxxxx
(2 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Attachment 8
Systron Xxxxxx Inertial Division
Cluster 2001 [*]
[*]
--------------------------------------------------------------
[*]
--------------------------------------------------------------
[*] Comments May June July August Sept.
US$
[*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*]
[*] [*]
[*] [*] [*] [*]
-------------------------------- -------------- -----------
SUB-TOTAL: [*] [*] [*]
--------- ---
[*]
[*] [*] [*]
[*]
[*]
[*]
[*]
[*] [*] [*] [*]
[*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*]
-------------------------------- -------------- -----------
SUB-TOTAL: [*] [*]
--------- ---
TOTAL [*] [*] [*]
--------- ---
[*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
-------------------------------- -------------- -----------
-------------------------------- -------------
SUBTOTAL: [*] [*]
-------- ---
TOTAL [*] [*]
[*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*]
-------------------------------- -------------- -----------
SUB-TOTAL: [*] [*]
--------- ---
TOTAL [*] [*]
---------------------- ---
TOTAL [*] [*] [*] [*] [*] [*] [*] [*]
--------- --- --- --- --- ---
[*] [*] [*] [*] [*] [*] [*]
GRAND TOTAL [*] [*] [*]
(3 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
Systron Xxxxxx Inertial Division
Cluster 2001
[*]
Project FY00 Project FY01 Project FY02 Project FY03 Project FY04 Total
------- ---- ------- ---- ------- ---- ------- ---- ------- ---- -----
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
-----
[*] [*]
[*] [*]
[*] [*]
-----
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
-----
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
----- ----- ----- ----- -----
[*] [*] [*] [*] [*] [*] [*]
Total SDID [*] [*] [*] [*] [*] [*]
(4 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (MOU) between Continental Xxxxx XX & Co. oHG
(CT) and BEI Sensors & Systems Company, Inc., Systron Xxxxxx Inertial Division
(SDID) sets forth the criteria for [*] to be made by Continental Xxxxx. The
purpose of this Agreement is to define Continental Xxxxx' and SDID's commitment
to [*] at Systron Xxxxxx Inertial Division and [*], in order to facilitate the
Division to [*]. The agreed upon items are as follows:
1. This [*] is intended to provide [*].
2. During the [*] from the [*], the combined demand from CT will not [*].
Continental Xxxxx will exercise, during transition and after
transition, [*]. Significant changes to monthly production levels may
require pricing adjustments to compensate for unplanned premium costs.
CT will provide SDID an initial transition plan and update this plan
monthly to insure SDID is able to react in a cost-effective manner.
3. SDID will [*] to CT for [*]. CT will process and [*], in order that the
[*]. SDID will submit a summary of [*] that CT [*]. [*] CT shall [*]
required per schedules from meeting of March 3rd and SDID letter
00:25:GDB. Actual [*] as negotiated will determine the [*]. (See
attachment 2 pages.)
4. SDID may, at its option, [*] noted herein at their [*] if determined by
CT to be [*].
BEI SENSORS & SYSTEMS COMPANY CONTINENTAL XXXXX XX & Co. Ohg
SYSTRON XXXXXX INERTIAL DIVISION
(5 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
MEMORANDUM OF UNDERSTANDING Page 2 of 2
SYSTRON XXXXXX INERTIAL DIVISION & CONTINENTAL XXXXX
BEI SENSORS & SYSTEMS COMPANY CONTINENTAL XXXXX XX & Co. oHG
SYSTRON XXXXXX INERTIAL DIVISION
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx
Title: Vice President & General Manager Title: Director, Purchasing
Electronic Brake System worldwide
Date: /s/ Xxxxxx X. Xxxxxxxx 5/6/00 Date: 5/13 00 /s/ Xxxxx Xxxxxxxx
----------------------------------- ---------------------------
Name: Xx. Xxxxx Xxxxxxxxx
Vice President Business Unit
Electronic Brake Systems
worldwide
Member of the Board
Continental Xxxxx XX & Co oHG
Date: 5/13 00 /s/ X. Xxxxxxxxx
----------------------------
(6 of 8)
Attachment 8
[*]
[*]
(REVISED REQUIREMENTS - 22 MAR 2000)
Supports Lead Required Required Estimated
[*] Unit Cost Ext. Cost Time Order On-Line Down
Production Quantity KS (USD) KS (USD) (Weeks) Date Date Payment
[*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
Sub-Total [*]
[*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
Sub-Total [*]
[*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*] [*]
Sub-Total [*]
General
[*] [*] [*]
------- --------
Total [*] [*] [*]
======= ========
Note: [*] Designated with / also used for [*]
SYSTRON XXXXXX COMPANY PRIVATE
(7 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
ATTACHMENT 8
Systron Xxxxxx Inertial Division
Continental Xxxxx [*]
[*]
05/08/2000
--------------------------------
Lead Time Required Dates
--------------------------------
[*] [*] Total [*] (Weeks) Order On-Line
------------------------------- ------------------------------- ------------ ------------ -------------- ----------------
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*] [*] [*] [*]
[*] [*]
[*] not already identified [*]
Total Estimated [*] Costs [*]
(8 of 8)
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
