Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
1. Preamble
The Deutsche Bundespost Telekom and I.A.T. Deutschland GmbH intend to develop a
communications computer (KR). For this purpose, the contractual parties have
established a "Communications Computer Development Community" (EGKR). The stated
goal of the partners is to obtain the utilization rights to the products
resulting from the development.
2. Members of the EGKR
The EGKR consists of the following members:
I.A.T. Deutschland GmbH Deutsche Bundespost Telekom
FA Siegen, SfE EKOM
Xxxxxxxxxxxxx. 0 Xxxxxxxxx Xxx. 00
0000 Xxxxxx 33 D-5900 Siegen
3. Performing the development work
3.1 Goal of the development
The basis for the development of the KR is a systematic "Technical KR
Description" (TBKR), which specifies the relative agreements, a summary
description of the object being developed, the general technical-organizational
requirements, functions, technical documents, operating instructions and
documentation.
The TBKR (Appendix 1 of the contract), which is a component of this contract,
specifies the goal of the development.
Both contractual partners must determine, in writing, that the development has
been completed. Completion is scheduled for 12/31/93.
3.2 Development costs
The members of the EGKR shall bear equal parts of the development costs for the
KR.
Two budgets are drawn up for the development, containing all costs needed for
it. Alternative budget 1 contains the MPEG and RGB-Codec board parts of the
development; alternative budget 2 does not contain these parts. Alternative
budget 2 shall be valid until the interpretation of the technology studies and
the decision whether or not to develop MPEG and RGB Codec boards.
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
The basis for the decision and the determining criteria for developing the MPEG
and RGB Codec boards are market relevancy and technical feasibility within the
agreed upon budget. If MPEG and RGB Codec boards are developed after the
interpretation of the technology studies, alternative budget 1 shall become
valid. The budgets (Appendix 2 to the contract) shall be finalized with firm
figures, considered maxima, when the contract is concluded.
The total costs shall be determined on the basis of the valid budget. The
Deutsche Bundespost Telekom and I.A.T. GmbH shall each bear 50% of the total
costs so determined. A cost settlement shall be calculated on the basis of the
actual costs incurred by each contractual partner. The cost settlement shall be
made upon completion of the development work.
The amount of the settlement shall be paid by the contractual partner to the
partner which is to receive the settlement within one month from presentation of
the invoice.
Both parties shall assume the duty to minimize costs.
3.3 Change of the goal of the development or of the budget
Changes in the goal of the development (specified in the TBKR) or overrunning
the costs specified in the budget shall be agreed upon by the contractual
parties and set forth in writing.
3.4 Utilization rights
The EGKR shall receive the sole, exclusive, unlimited, irrevocable utilization
rights for all developed components.
The EGKR may sell developed parts. The goal of marketing is the avoidance of
mistakes in development by timely feedback from the market and, if applicable,
refinancing of the development costs by the sale.
A separate agreement shall be made if one of the members of the EGKR wishes to
sell a part of the KR before the development has been completed.
3.5 Division of the development tasks
At the conclusion of the contract, the contractual partners shall specify which
partner shall perform which development work.
- 2 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
3.6 Subcontractors
The contractual partners may subcontract parts of their part of the development
work. The issuance of a subcontract shall require written approval from the
other contractual partner, unless it is awarded to a member of the EGKR.
Each contractual partner shall independently conduct the acceptance of the
subcontracts it has issued.
3.7 Confidentiality. Other secrecy. Confidential treatment
The contractual partners shall treat the conclusion of the contract and its
contents, in particular the development goals specified in the TBKR, as strictly
confidential; they may disclose the contents to third parties only to the extent
that this is essential for the performance of their part of the development
work. Each disclosure of contents of the contract shall be notified to the other
contractual partner in writing.
If only partial areas of the development work have to be disclosed,
confidentiality agreements (Appendix 3 to the contract) shall be concluded
covering the purchase of marketable materials/components, or the employment of
free-xxxxx persons.
Subcontractors shall be bound to confidentiality according to the above
mentioned principles.
3.8 Documentation of the stage of development
Each contractual partner shall document its progress in the development work and
keep this record up to date. The continued documentation shall be given to the
other contractual partner every quarter. These documents shall make it possible
to perceive and reconstruct the current stage of development; they shall include
the description of the technology (hard- and software), and the list of the
needed financial and material resources. The documents must make it possible to
compare the estimated versus the actual costs (budget vs. actual expenses).
3.9 ATM components
The ATM components will be developed separately. The Deutsche Bundespost Telekom
will bear the costs of these components alone and shall have the sole,
exclusive, unlimited, irrevocable utilization rights. The Deutsche Bundespost
Telekom will place orders separately for the work needed to adapt the ATM
components to the KR.
- 3 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
3.10 Further development of the KR
Further development of the KR, even after the dissolution of the EGKR, shall be
effected by agreement with the other contractual partner.
4. Amendments and supplements to the contract
Amendments to this contract shall be effective only if they were agreed upon in
writing by a statement signed by the contractual parties. They shall be
designated as "contractual amendment." Contractual amendments shall become valid
components of the contract when they are signed by all contractual parties.
Oral agreements are valid only if they have been confirmed in writing as
indicated above and thus have become components of the contract.
5. Dissolution and cancellation of the EGKR
The EGKR will be dissolved after the final presentation, the final acceptance of
the KR and the joint statement by both contractual parties that the goal of the
development has been attained. The dissolution of the EGKR shall be set forth in
a written statement, signed by both contractual parties.
Before the dissolution of the EGKR, an agreement shall be concluded concerning
the subsequent utilization of the EGKR utilization rights by the contractual
parties in the form of a licensing agreement, regulating the conveyance, or
exploitation of the utilization rights.
The EGKR may be canceled with 3 month's notice by a contractual partner.
Cancellation shall occur in particular if the contractual parties can no longer
agree on joint action to develop the KR.
In case of cancellation of the EGKR, the results of the development then
existing will be exchanged among the contractual partners in such a way that
each contractual partner has the entire know-how at its disposal. In such a
case, each contractual partner shall receive an unlimited, irrevocable
utilization right for all the components developed by that time. The cost
settlement in such a case shall be based on actual costs incurred by the
contractual partners up to that time.
- 4 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
6. Site of jurisdiction and performance
Bonn is the site of jurisdiction and performance.
7. Applicable law
The laws of the Federal Republic of Germany shall apply.
Siegen, 8/12/92
/signature/ /signature/
I.A.T. Deutschland GmbH Deutsche Bundespost Telekom
Siegen Telecommunications Office, SfE EKOM
/handwritten:/ valid version
- 5 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Contract(Appendix 2)
Part A: Special contractual conditions
Art. 1 Components of the contract
The following items shall become components of the contract, in the order in
which they are listed, when the order is placed:
1. The order
2. The list of services
3. The technical description of the communications computer (TBKR)
4. The ZVB T status as of 7/1/92
5. VOL/B status as of 7/1/92
Art. 2 Object of the contract and description of services
2.1 General Information
This order covers the development of components of the communications computer
(KR) and the integration of the individual components in it. The technical
functions of the communications computer are described in the "Technical
description of the communications computer" (TBKR), which is a component of this
contract, and is attached as an Appendix.
The individual components of the KR are to be developed in such a way as not to
impair the functions of any one.
2.2 The basic KR model
The development of the basic model shall consist of the following work:
Development of a DEMUX-SW base
Development of DEMUX-SW for ISDN So board
o Development, or purchase, of the ISDN S2M board (incl. 4 prototypes)
o Development of DEMUX-SW for ISDN S2M board
o Development DEMUX-SW for X.21 board
Integration of the H2.61 Codec board
- 6 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Building the prototypes
Four prototypes shall be provided after the basic model has been accepted.
- 7 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
2.3 Integration of additional components in the KR
The following work shall represent the integration of additional components:
Integration of the data DEMUX
Integration of the RGB/AV
Demux Development of a DEMUX-SW for 2Mbit/s board
Integration of the LAN connection
Integration of the video and audio switch matrix boards
2.4 Integration of the software for the application computer (Front End)
The development of the software for the application computer shall consist of
the following work:
The provision of basic libraries (MS-DOS and Windows) for:
1. Communication between PC and KR
2. Control of the individual components of the KR
3. Data communication
Provision of an application program (Windows) for interactive control of the KR
via the application computer, incl. assembly of the connection and manual
setting for the individual parameters (transmission channel, transmission
rate, division of the transmission rate for VGA and video image, etc.)
2.5 Development of an audio switch matrix
The audio switch matrix is to be developed as a PC board with the following
characteristics:
8 audio inputs
It must be possible to configure them individually per hardware
(symmetric/asymmetric, impedance, sensitivity and phantom feed)
8 audio outputs
It must be possible to configure them individually per hardware; individual
level control per software
Composite signal
All input signals may be combined in any combination into a merged signal.
The level of each input signal may be adjusted before the accumulation
individually per software.
Overload protection
- 8 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Level compression per hardware may be switched off (only at output No. 1).
Cross-matrix
All input signals may be switched to each output individually or in any
combination as merged signal.
Handsfree facilities
An external echo canceling module may be connected to channel 1 (input and
output No. 1).
BZT license for the audio switch matrix board is necessary in order to guarantee
trouble free connection of the board to public networks. BZT license shall be
proven by 6 months after the acceptance at the Deutsche Bundespost Telekom. If
the audio matrix board must be altered because of the BZT license, the delivered
boards shall be exchanged free of charge.
Art. 3 Processing the order
3.1 Communications computer development community (EGKR)
The Deutsche Bundespost Telekom (Telekom), represented by SfE EKOM at the Siegen
Communications Office, and I.A.T. GmbH together shall form the EGKR which shall
develop the KR jointly. The existence of the EGKR shall have no effect on the
principal/contractor relationship.
3.2 Utilization rights and confidentiality
With the order, the EGKR shall receive, free of charge, the irrevocable,
unlimited, exclusive, assignable right to utilize all the work done during the
implementation of the contract without restriction. The EGKR shall also have the
right to reproduce and change the work, and the right to grant utilization
rights to third parties (sale of licenses).
The contractor may not pass on or otherwise use the results of the development
work without written approval from the principal. Unless they are obviously and
generally accessible, the contractor shall treat the experience gained and
knowledge learned from the development work and documents as strictly
confidential and shall not utilize them to develop competing products. The
contractor shall obligate its employees to maintain confidentiality accordingly.
The contractor/principal relation shall not be affected by the assumption of the
utilization rights by the EGKR.
- 9 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
3.3 Documentation of the stage of development
The progress of the development work shall be documented at all times by the
contractor and kept up to date. Quarterly, the document record shall be
delivered to the principal. This record must make it possible to perceive and
reconstruct the current stage of development. This record shall include the
description of the technology (hard- and software) and the list of needed
financial and material resources. No special payment shall be made for
transmitting the required documents; the amount is included in the development
costs.
- 10 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Art. 4 Acceptance and warranty
4.1 Examination of the stage of development
The principal shall examine the stage of development once a month. Unless
otherwise agreed upon, this examination shall be held on the contractor's
premises. On this occasion, the documents listed under 3.3 shall be submitted
and the current stage of the development shall be presented. The contractor's
expenses for presenting the stage of development are included in the payment for
the development.
4.2 Operational readiness, presentation for acceptance (BzA)
The contractor shall present the partial work, pursuant to the schedule, Art.
4.3, for partial acceptance. The presentation shall be preceded by an
operational test by the contractor. The principal shall accept the operationally
ready partial performance in writing no later than four weeks after the BzTA
(presentation for partial acceptance) date.
Acceptance of the last partial performance shall also be considered full
acceptance of the order regarding the combination of all partial performances
(BzA date).
If the principal does not refuse acceptance within four weeks from the
presentation for acceptance, all parts of the order shall be considered
accepted. Reasons for refusing acceptance shall be given within four weeks from
the refusal, as otherwise the refusal shall be considered rejected.
Acceptance shall be effected by the Bf department of the Siegen communications
office.
Address for acceptances:
FA Siegen
Koblenzer Str. 29
5900 Siegen
- 11 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
4.3 Performance schedule
4.3.1 Basic model
BzTA for:
o Development of a basic DEMUX-SW 9/30/92
o Development of DEMUX-SW for ISDN So board 9/30/92
o Development, or purchase, of the ISDN S2M board 9/30/92
o Development DEMUX-SW for ISDN S2M board 9/30/92
o Development DEMUX-SW for X. 21 board 9/30/92
o Integration of the H2.61 Codec board 9/30/92
o Presentation of the basic model prototype 10/30/92
4.3.2 Integration of additional components
BzTA for:
o Integration of the data-DEMUX 3/12/93
o Integration of the RGB/AV-Demux 3/12/93
o Development of a DEMUX-SW for 2Mbit/s board 12/15/92
o Integration of the LAN connection 12/15/92
o Integration of the video and audio switch matrix boards 9/30/92
4.3.3 Development of the audio switch matrix
o BzTA: 9/30/92
4.3.4 Development of the software for the application computer (front end)
o BzTA: 3/12/93
4.4 Warranty
The warranty period for all work is 12 months from the date of full acceptance.
The warranty period for repairs and elimination of breakdowns and defects is
also 12 months.
Regarding the development samples, the contractor warrants:
a) observance of the recognized rules of the art
b) quality of material not covered by the development work
c) expert technical performance of the work
- 12 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
d) compliance with the guaranteed characteristics pursuant to the technical
description of the KR
4.5 Maintenance during the warranty period
The contractor shall be obligated to provide maintenance work during the
warranty period, including all necessary work for this purpose. If the
contractor is not able to undertake it, the Deutsche Bundespost Telekom as a
matter of principle is authorized to repair equipment which fails during the
warranty period, or have third parties do so. The expenses incurred thereby by
the Deutsche Bundespost shall be charged the contractor. The Deutsche Bundespost
shall calculate these expenses according to its rules governing services
provided outside the utilization regulations. To simplify the calculation, lump
sum payments for maintenance may be applied for specific categories of equipment
within amounts or technical characteristics to be specified. Details shall be
reserved to a special agreement by the Deutsche Bundespost Telekom and the
contractor.
The contractor shall begin removing defects immediately, within 3 business days
from the written notification by the Deutsche Bundespost Telekom.
The Deutsche Bundespost Telekom shall not make technical changes deviating from
the current state of the documents (acceptance record and technical descriptions
of the KR) as part of the warranted maintenance.
The Deutsche Bundespost Telekom shall determine whether or not a defective piece
of equipment is covered by the warranty. The contractor shall have the right to
examine individual warranty cases.
In case of dispute whether or not a defective piece of equipment is covered by
the warranty, the mediation office indicated in Art. 8 shall be asked to decide.
Art. 5 Cancellation
5.1 General information
The following shall apply to an extraordinary cancellation by the principal:
o The contractor shall immediately terminate any subcontract concluded on the
basis of this contract, safeguarding the principal's interests. In case of
subcontracts with a right
- 13 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
by the contractor to cancel, an attempt shall be made to terminate the
contract before the next admissible date, if this will save expenses for
the principal.
o The contractor shall advise the principal in writing of any work which has
been started and must be completed; the contractor shall perform such work
under the conditions of the canceled contract.
o All payments due under the contract, including the remaining settlement may
not exceed the total amount of the order which the contractor would have
received if the contract had not been canceled.
o The contractor shall provide evidence for all items on which its claims are
based.
o The principal shall be obligated to pay for objects and rights for which
full refund of costs is due only if the contractor grants and/or conveys to
the principal the objects and rights unencumbered of the rights of third
parties, unless it is unable to do so without violating existing contracts.
Such contracts shall be reported to the principal.
The contractor shall advise its subcontractors of this agreement and shall make
suitable agreements in subcontracts which are relevant for the contract. If a
subcontractor is not willing to assume this obligation, the contractor shall
advise the principal thereof in writing before granting the subcontract.
The subcontractor shall have no right of recourse against the Deutsche
Bundespost Telekom on the basis of a cancellation pursuant to Art. 5.
The stipulations regarding industrial and utilization rights shall not affected
by a cancellation. Such stipulations shall also apply to industrial rights
registered after the cancellation.
5.2 Special clauses
The principal shall have the right at all times to cancel all or part of the
contract without notice if:
1. The contractor does not pursue the development goals described in the
order. In case of dispute on the matter, the mediation office mentioned in
Art. 8 shall be called upon to make a decision;
2. The budget specified in the proposal is overrun;
3. The due dates for performances stipulated in section 4.3 are not met.
- 14 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
It is also possible, depending on the results of the technological studies, that
the "integration of the AV/RGB-Demux" will be canceled and therefore not made.
In case of a complete or partial cancellation, work will be paid for pursuant to
actual, proven expenses, with a maximum of the amount indicated in the proposal.
Other rights for regular or extraordinary cancellation shall remain unaffected.
Art. 6 Payment
The agreed upon payment shall cover all the work and expenses incurred by the
contractor itself or subcontractors in the preparation and fulfillment of the
order.
Changes in prices or expenses caused by a change in the work shall be taken into
consideration only if they are set forth in a special written agreement.
If the prices specified in the order represent refunds of expenses, the BAPT
"Preisprufreferat" [price referee] shall determine the prices binding for the
final settlement after all the services have been performed and the prices have
been checked. The prices shall be determined on the basis of the LSP on VO PR
No. 30/53 and any agreements still to be made concerning preliminary price
calculations. Interest to be calculated may be taken into consideration at a
maximum rate of 6% of the capital necessary for the company. The profit is to be
calculated at 3.5% of the assets needed by the company and 1.5% of the costs
incurred, with a maximum of 5% of such costs. If market prices can be proven, or
deduced for individual items, the costs shall not be examined. After the order
has been fulfilled, the vouchers for costs shall be presented to the BAPT price
referee.
Art. 7 Payment
7.1 Payment conditions
Payments shall be made only after all partial services have been accepted.
When the settlement of the order is effected, the claims pursuant to the
contract shall be offset against payments due the EGKR.
- 15 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
7.1 Address for the invoice
Fernmeldeamt
DSt Aw
Postfach 10 00 20
5900 SIEGEN
Art. 8 Mediation office
The following mediation office shall resolve disputes pursuant to Art. 4.5 and
5:
Deutsche Bundespost Telekom
Research Institute
Division of visual communication (Fl 15)
Am Kavalleriesand 3
6100 Darmstadt
- 16 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Part B: General Conditions of the Contract
Art. 1 Performing the development work
To implement the contract, the contractor shall perform the development work
using the latest state of science and technology and its own knowledge and
experience to achieve the contractually specified result.
The contractor shall develop the component entrusted to it in continuous
consultation with the principal. The duty of the contractor to report shall also
apply to measures which did not lead to a solution pursuant to the order and are
therefore not usable in fulfilling the order.
The principal is authorized to acquaint itself at any time with the progress of
the development work and to view documents and all records on the material,
costs, and labor.
All items and processes developed by the contractor in the performance of the
order shall be considered development results, as well as the records, attempts,
models and prototypes used for this purpose. Upon fulfillment of the contract,
or in case of early cancellation, the development results then existing shall be
appropriately documented and delivered to the principal.
The contractor shall take the principal's written requests for changes into
consideration in performing the development work. If this consideration of
changes jeopardizes the stage of development, or if the expected financial
extent of the development work will thereby be considerably exceeded, the
contractor shall immediately report this to the principal in writing. If cost
overruns are connected with the change, the request for change shall be binding
only after a special, written agreement has been concluded by the contractual
partners concerning the payment for the resulting additional expenses and work
by the contractor.
Art. 2 Subcontractors
Subcontracts shall be subject to prior written approval from the principal.
The contractor shall always request prior written approval from the principal if
it wishes to have third parties outside its company, including free-xxxxx
workers, employed in performing the order, or wishes to acquaint third parties
with portions of the development order.
- 17 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
The contractor shall safeguard the principal's interests in awarding
subcontracts. In particular, subcontracts shall be awarded under reasonable
economic conditions from the competitive point of view. Subcontracts shall be
subject to VO PR 30/53. The contractor shall advise its subcontractors thereof
and conclude pertinent agreements with them.
The contractor may not demand a separate, supplementary payment for awarding a
subcontract.
If the contractor entrusts a specific portion of its development work to a third
party, this shall be considered a subcontract. The acquisition by the contractor
of materials or components on the market shall not be considered a subcontract.
Art. 3 Industrial rights
In its development work, the contractor shall use the care customarily used in
its line of business to safeguard the industrial rights of third parties.
If the contractor neglects to use the care required by its line of business, it
shall be liable for all damaging results which the Deutsche Bundespost Telekom
suffers because of the violation of industrial rights by the contractor in its
work.
Art. 4 Technical assistance, obligation to provide supplies
Upon request by the principal, the contractor shall render technical assistance
to third parties which are copying the developed item or applying the developed
process. In case of a difference of opinion between the contractor and the
copying third party, the character and scope of technical assistance shall be
decided by the principal, after both parties have been heard. The personnel and
time involved may not affect the other interests of the contractor.
If, by order of the principal, a third party is making objects needed for other
objects which shall be considered development results pursuant to Art. 1, the
contractor, if it manufactures them and if the principal has no right to copy
them shall, at the principal's request, deliver the items mentioned under Art. 1
to the third party within a reasonable time, at a reasonable price.
[
- 18 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Art 5 Confidentiality, confidential treatment
The contractor shall treat the conclusion of the contract, and in particular the
specified development goals, in strict confidence. It may disclose the contents
to third parties only to the extent that this be absolutely necessary for
performing the contract and if the principal has given prior approval. If only
portions of the development work covered by the order need be disclosed, the
"Vertraulichkeitsvereinbarungen" [confidentiality agreements] (Appendix 1)
provided by the Deutsche Bundespost Telekom shall have to be concluded if the
contractor acquires materials and components on the market and employs
free-xxxxx persons, .
The contractor expressly states that it shall treat as strictly confidential the
information it receives during the performance of the contract, in particular
during conversations with other contractors of the Deutsche Bundespost Telekom.
The contractor shall acquaint third parties with the technical data given it by
the contractual partner only with the approval of the principal.
- 19 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Art. 6 Amendments and supplements to the contract
Amendments to this contract shall be set forth in a statement signed by the
contractual parties. Amendments must be expressly labeled therein "Contractual
amendment." Contractual amendments become valid components of the contract once
they are signed by all contractual parties.
The principal's right to demand changes in the nature of the work on the basis
of Art. 3 VOL/B shall not be affected, but such a demand shall be legally valid
only if it is made in writing, with express reference to Art. 3 VOL/B. If
possible, a change in the agreed upon prices necessitated by the technical
change shall be mutually agreed upon when the request for the technical change
is made.
Art. 7 Disclosures
Disclosures by the contractor of results of work and research shall be subject
to written approval from the principal.
Art. 8 Follow-up orders
The contractor shall not be entitled to receive follow-up orders on the basis of
this contract.
Art. 9 Liability to third parties
The contractor shall not be authorized to represent itself as a representative
of the principal. It shall hold the Deutsche Bundespost Telekom harmless from
claims which, however, may be asserted, pursuant to the principle of the
apparent power of attorney, due to contractual violations.
Art. 10 Site of jurisdiction and performance
Bonn is the site of jurisdiction and performance.
- 20 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
EGKR Budget for the development of the KR
Budget 1 Budget 2
-------- --------
A. Telekom financing before cost settlement
1. No Name company development orders
1.1 Partial order for technology studies + data-DEMUX + test generator
Tools for the 1st partial order (67% share of the costs) 147,907 DM 147,907 DM
Data-DEMUX 128,000 DM 128,000 DM
RGB-Codec technology study 108,000 DM 108,000 DM
MPEG-Codec technology study 102,000 DM 102,000 DM
Test generator (single) 54,000 DM 54,000 DM
----------------------- ---------- ----------
Total costs 539,907 DM 539,907 DM
1.2 Partial order RGB+MPEG-Codec - and AV/RGB Demux boards development;
optional after the interpretation of the technology studies
Development costs for the 2nd partial order (67% share of the 85,000 DM
costs)
RGB-Codec board development 215,000 DM
MPEG-Codec board development 168,000 DM
AV/RGB-Demux board development 115,000 DM
------------------------------ ----------
Total costs 583,000 DM
2. Barcos company delivery order
2 Mbit/s board 110,900 DM 110,900 XX
X.21-board 50,900 DM 50,900 DM
---------- ---------- ----------
Total costs 161,800 DM 161,800 DM
Telekom costs 1,284,707 DM 701,707 DM
14% VAT 179,859 DM 98,239 DM
------- ------------- ----------
Total Telekom costs 1,464,566 DM 799,946 DM
- 21 -
Contract of the communications computer development community (EGKR)
Budget 1 Budget 2
-------- --------
B. I.A.T. Financing before cost settlement
Materials for 4 prototypes and 1development computer 220,000 DM 220,000 DM
KR basic model 550,000 DM 550,000 DM
Integration of the following modules into the KR (driver 175,000 DM 175,000 DM
development):
* Data-DEMUX, H2.61-Codec, 2 Mbit/s- board and LAN
Development of audio + video switch matrix boards 60,000 DM 60,000 DM
Providing the software for the application computer (front end) 160,000 DM 160,000 DM
Integration of the AV/RGB-Demux board into the KR 45,000 DM 0 DM
------------------------------------------------- ------------- -------------
Total costs 1,210,000 DM 1,165,000 DM
I.A.T. costs 1,210,000 DM 1,165,000 DM
14% VAT 169,400 DM 163,100 DM
------- ------------- -------------
I.A.T. total costs 1,379,400 DM 1,328,100 XX
X. Cost settlement between I.A.T. and Telekom
Total Telekom costs 1,464,566 DM 799,946 DM
I.A.T. total costs 1,379,400 DM 1,328,100 DM
------------------ ------------- -------------
Total EGKR costs 2,843,966 DM 2,128,046 DM
Share of costs per partner = total cost of EGKR/2 1,421,983 DM 1,064,023 DM
Each partner's share 1,421,983 DM 1,064,023 DM
Total Telekom costs 1,464,566 DM 799,946 DM
------------------- ------------ ----------
Difference -42,583 DM 264,077 DM
Settlement payment incl. VAT -42,583 DM 264,077 DM
--------- ----------
Settlement payment (net) -37,354 DM 231,647 DM
14% VAT -5,229 DM 32,431 DM
------- --------- ---------
Settlement payment incl. VAT* -42,583 DM 264,077 DM
---------- ----------
* for (+) = payment by Telekom to I.A.T.
for (-) = payment by I.A.T. to Telekom
- 22 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
1. Preamble
I.A.T. Deutschland GmbH and the Deutsche Bundespost Telekom established an
"Entwicklungsgemeinschaft Kommunikationsrechner" [communications computer
development community] (EG-KR) on August 12, 1992. The stated goal of the EG-KR
is to produce an intelligent network adapter pursuant to the KR technical
description and to obtain the utilization rights for the products resulting from
this development.
IAT Schweiz AG and the Deutsche Bundespost TELEKOM state and agree that the work
done so far in developing the KR, and the work still to be done or finished in
1994 on the basis of this amendment contract, shall be offset between the two
parties, IAT and Telekom, and then be borne in equal parts by the two parties on
the basis of a new budget, according to the EG-KR agreements. This means that a
cost settlement shall be paid pursuant to section 3.2 of the EG-KR contract.
Because in the meantime the communications computer has been designated as an
"intelligent network adapter," the designation of the development community
shall be changed to "Entwicklungsgemeinschaft Intelligenter Netzadapter"
[intelligent network adapter development community], EG-INA.
All the components of the EG-KR contract of 8/12/92 which are not mentioned in
this amendment contract remain unchanged.
2. Contractual amendments
2.1 Members of the EG-INA
AIT AG Schweiz Deutsche Bundespost Telekom
Geschaftshaus Wasserschlo FA Siegen, SfE EKOM
Aarestra e 00 Xxxxxxxxx Xxx. 00
CH-5300 Xxxxxxxxx-Xxxxx D-57072 Siegen
2.2 Development goal
The data needed for the summary description of the development object, required
to attain the development goal, the general technical-organizational
requirements, functions, technical data, etc., are specified and described in
detail in the "Technische Beschreibung INA" [INA technical description] (XX-XXX,
9/22/94).
The 9/22/94 INA technical description shall be a component of this amendment
contract.
- 23 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
2.3 Development period
The development work for the INA based on EG-KR and EG-INA contracts and the
related INA technical description shall be concluded by 12/20/94.
- 24 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
2.4 Development costs
A new budget is appended to this amendment contract. It contains, among other
items, all the expenses required for developing the INA pursuant to the INA
technical description which are foreseeable at the time the contract is
concluded. The budget shall be accepted with the conclusion of the contract and
the figures shall be considered maximal. Overruns of these maxima shall require
prior written agreement by all partners of the EG-INA.
The currently planned total costs shall be determined on the basis of the
budget. The actual amount of the expenses incurred before this amendment
contract is signed shall be entered in the budget. Expenses incurred until the
termination of the contract shall be projected on the basis of work which has
begun and so entered in the budget.
IAT AG and Deutsche Bundespost Telekom shall each bear 50% of the total costs
(Item F in the budget). A cost settlement shall be calculated based on the costs
incurred by each contractual partner. The cost settlement shall be made after
the development work has been concluded (12/20/94). At the request of a
contractual partner, a cost settlement may be initiated during the validity of
the contract, unless this is contraindicated by existing financial and/or
technical-administrative conditions.
Siegen, 10/6/94
/signature/ /signature/
IAT AG Schweiz Deutsche Bundespost
TELEKOM
- 25 -
Contract of the communications computer development community (EGKR)
--------------------------------------------------------------------------------
Budget for the EG-INA amendment contract
in thousands of DM
Telekom IAT IAT +
Telekom
A. Services provided by Telekom
1. No Name [company name] development order
1.1 Development tools (67% of the purchase price) 121
1.2 RGB-Codec technological study 108
1.3 MPEG-board technological study 135
1.4 Test generator 54
1.5 Development tools (67% of the purchase price) 44
1.6 Data-I/O-unit (formerly: data-Demux) 128
1.7 RGB-data-A/V Mux (formerly: A/V-Demux) 38
1.8 RGB-Codec-board 215
2. Company work performed
2.1 Hardware, etc., through '93 160
2.2 Hardware, etc., in '94 282
B. Work performed by IAT
1. INA basic development 3,148
2. TI/MVP 1,674
XX X.11 591
C. Total Telekom contribution 1,285
D. Total IAT contribution 5,413
E. Total before settlement 6,698
F. Total/2 (each partner's share) 3,349 3,349
- 26 -
