EXHIBIT 10.8
CORPORATION AGREEMENT BETWEEN
CENTILLIUM TECHNOLOGY CORPORATION
AND
Xxxxx Computer Corporation
This Corporation Agreement (this "Agreement") is effective as of
November 30th, 1997 (the "Effective Date") by and between Centillium Technology
Corporation, a California corporation, having its principal place of business at
00000 Xxxxxxxx Xxxx, Xxxxxxx, Xx. 00000, Untied States of America
("Centillium"), and Xxxxx Computer Corporation., a Taiwan corporation having its
principal place of business at 0X, Xx. 0, Xxxx 000, Xxxxx-Xxxxx Xx., Xxxx-Xxxx,
Xxxxxx, 00000 Taiwan, R.O.C. ("XXXXX").
- WITNESSETH -
WHEREAS, Centillium has expertise in the area of telecommunications
integrated circuits, including those which utilize multilevel modulation
techniques to enable high speed communications over copper, also known as
Digital Subscriber Line (xDSL) Technology; and
WHEREAS, XXXXX has expertise in the area of CPE modems and associated
technologies; and
WHEREAS, the parties hereto believe that each will derive benefits from
a business relationship in which they will work cooperatively to define an
integrated circuit solution for the copper interface portion of transmission
systems (the "Interface Devices"); and
WHEREAS, Centillium will be in a position to provide XXXXX with early
models, system support, and loop environment engineering support in exchange for
XXXXX'x commitment to use Centillium as it's preferred vendor of the Interface
Devices for as long as Centillium maintains competitive pricing; and
WHEREAS, the parties hereto wish to set forth in this Agreement the
guidelines of their cooperation.
NOW, THEREFORE, in consideration of the covenants herein contained, the
parties agree as follows:
1. Overall Objective of Cooperation
(a) The objective of this cooperation is for both companies to work
together in developing the proper "Interface Device" technologies and systems
that can significantly develop the broadband telecommunications market. The
first phase of this activity includes product definition and joint marketing to
telco customers.
(b) Each of the parties hereto will act in a commercially reasonable
fashion to provide the resources necessary to accomplish the objectives set
forth in this Agreement.
Each of the parties hereto acknowledge and agrees that there are substantial
technical, financial and commercial risks associated with a development activity
of this type and therefore, that neither of the parties hereto can guarantee
that any of the development activities described in this Agreement or any
subsequent activities to be described in any future agreements will be completed
successfully.
(c) Both parties agree that the future phases of this agreement may
include the product development phase, and production phase. Both parties will
work together to develop a detail agreement covering the relationship agreement
between the two companies for future phases.
2. Scope of Cooperation
The parties cooperation will be conducted in phases:
(a) Phase 1: Product Definition Phase
(i) The parties hereto jointly approve specifications for an
integrated circuit solution for the Interface Devices.
(ii) The parties hereto will co-market the resultant solution to the
end customers (e.g., telcos).
(b) Phase 2: Prototyping Phase
(i) XXXXX will evaluate Centillium's first prototype of the
Interface Devices. Centillium will provide evaluation boards to
the XXXXX for this evaluation. XXXXX will provide a written
report on the evaluation. XXXXX agrees to provide additional
evaluation reports throughout the period of this Agreement as
subsequent iterations of the Interface Devices are prototyped
and forwarded to XXXXX for evaluation. Prototypes of second
and/or future iterations of the Interface Devices will be
provided free of charge unless they are custom iterations for
XXXXX in which case Centillium may charge a fee to be mutually
agreed upon by the parties hereto.
(c) Phase 3: Pre-Production and Production Phase
(i) XXXXX will supply written acknowledgment that the Interface
Devices meet all the specifications listed in the Product
Specification agreed to by the parties. Upon acceptance of the
Interface Devices and upon acceptance of Centillium's pricing,
XXXXX will provide Centillium with a requirements forecast of
its delivery requirements covering the next twelve month period
for the Interface Devices to be purchased from Centillium.
(ii) XXXXX will also assist Centillium in establishing standards
utilizing its modulation schemes and will support Centillium's
documentation efforts for the Interface Devices. If Centillium
produces devices based upon such standards, Centillium will
provide XXXXX with access to
such devices (e.g., alpha and beta test site) prior to the general
commercial release of such devices.
(iii) XXXXX and Centillium agree that reasonable standard
commercial terms and conditions will apply to the sale of all devices
to XXXXX.
3. Technology Ownership and Licenses
(a) Nothing herein will be constructed as an express or implied
license (under patents or otherwise) of any kind.
(b) Centillium will have exclusive right to design and market Devices
and any improvements or modifications thereto resulting from the activities of
this Agreement.
(c) Any information disclosed by XXXXX to Centillium under this
Agreement with respect to direct support of the Devices (i.e., with respect to
characterization and performance of the Devices) may be freely used by
Centillium for the purpose of implementation of design and implementation of
manufacturing and supporting Devices sold to Centillium's customers, and other
substantially similar activities; the restrictions with regard to Confidential
Information set forth in Section 4 hereof will not apply to the specific
information set forth above but will apply to all other XXXXX information.
4. Confidential Information and Non-Disclosure
Any technical information and other business information disclosed
hereunder by either party hereto to the other will be held in strict confidence
by the receiving party from the date of disclosure until three years after the
date this agreement expires or terminates, using the same degree of care as the
receiving party uses for its own information of a similar kind, and will not be
transferred or divulged to any third-party or any employee who does not have the
requisite need to know. For purposes of interpreting this Agreement, employees
of XXXXX'x affiliates, divisions or subsidiaries do not have the requisite need
to know to obtain access to Centillium confidential information disclosed to
XXXXX hereunder. Such confidentiality obligation will not apply to portions of
such technical information and other business information, if any, (a) which
were previously known to the other party hereto free of any confidentiality
obligation, (b) which are or become known to the public, provided that such
public knowledge is not attributable to a breach of this Agreement by the other
party hereto; (c) which the furnishing party explicitly agrees in writing need
not be kept confidential (either in this Agreement or separately), or (d) which
are received by the other party hereto rightfully from a third-party without a
restriction on disclosure. Further, Centillium agrees not to disclose to any
other party any of the specifics of XXXXX'x system testing and results that
might specifically indicate a problem related to such system. However, if the
Devices are modified by Centillium to remedy a system problem, Centillium may
disclose such test information as may be necessary to support such modified
Devices, to the extent that such disclosure coincidences with the availability
of the Modified Devices.
5. Term
This Agreement will expire Four (4) years after the Effective Date unless
extended in writing by mutual parties.
6. Governing Law
The construction, interpretation and performance of this Agreement will be
governed by the laws of the State of California without reference to its
conflict of laws and principals. The United Nations Convention on Contracts for
the International Sale of Goods will not apply to the sale of Devices hereunder.
7. Entire Agreement
This Agreement sets forth the entire agreement and understanding between
the parties hereto with respect to its subject matter. It mergers all
discussions between them and voids and replaces each and every other agreement
or understanding which may heretofore have existed between Centillium and XXXXX
regarding such subject matter. Notwithstanding the foregoing, the Nondisclosure
Agreement between the parties hereto, dated xxxx, as amended, will be permitted
to use any information disclosed thereunder to the extent permitted in this
Agreement.
8. Publicity
(a) Neither party hereto will disclose the existence or content of this
Agreement without the other's prior written consent, which will not be
unreasonably withheld. Each party will submit to the other all proposed
publicity material relating to the disclosure of this Agreement or the
relationship of the parties hereto.
(b) This Section 8 will not prohibit disclosure by a party if such
disclosure is required by a court of competent jurisdiction, law or regulation.
IN WITNESS WHEREOF, each of Centillium Technology Corporation and Advances
Fiber Communications Inc. have executed this Agreement, in duplicate originals,
by their respective officers hereunto duly authorize, the day and year first
above written.
Centillium Technology Corporation Xxxxx Computer Corporation
--------------------------------- --------------------------
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxx
----------------------------- -----------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx Xxx
----------------------------- -----------------------------
Title: V.P. Marketing Title: General Manager
----------------------------- -----------------------------
