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EXHIBIT 10.16
SKYSTREAM CORPORATION AND XXXXXX CORPORATION
INTERNATIONAL
MARKETING, DISTRIBUTION AND SUPPORT AGREEMENT
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TABLE OF CONTENTS
Page
1. DEFINITIONS......................................................... 1
1.1 Acceptance................................................. 1
1.2 Data Broadcast Solution.................................... 1
1.3 Dollars.................................................... 1
1.4 End-User................................................... 1
1.5 Effective Date............................................. 1
1.6 Exclusive Market........................................... 2
1.7 Exclusive Products......................................... 2
1.8 Intellectual Property Rights............................... 2
1.9 Marketing Collateral....................................... 2
1.10 Marks...................................................... 2
1.11 Non-Exclusive Products..................................... 2
1.12 Parties.................................................... 2
1.13 Performance Criteria....................................... 2
1.14 Products................................................... 2
1.15 Purchase Order............................................. 2
1.16 Reseller Products.......................................... 2
1.17 Software................................................... 2
1.18 Source Code................................................ 3
2. DISTRIBUTION OF PRODUCTS............................................ 3
2.1 Reseller Appointment....................................... 3
2.2 Grant of Exclusivity by SKYSTREAM.......................... 3
2.3 Grant of Exclusivity by XXXXXX............................. 3
2.4 Relabeling................................................. 3
2.5 Documentation.............................................. 4
2.6 Marketing Collateral....................................... 4
2.7 Quarterly Meetings......................................... 4
2.8 Grant of License........................................... 4
2.9 Limited Rights............................................. 4
2.10 Future Products............................................ 5
3. SOFTWARE............................................................ 5
3.1 Authorization.............................................. 5
3.2 Limited Distribution....................................... 5
3.3 End User Software License.................................. 5
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TABLE OF CONTENTS
(continued)
Page
3.4 License Only............................................... 6
3.5 Proprietary Software....................................... 6
4. TERMS AND CONDITIONS OF SALE........................................ 6
4.1 Applicability of Terms and Conditions of Sale.............. 6
4.2 Price...................................................... 7
4.3 [*]........................................................ 7
4.4 Payment Terms.............................................. 7
4.5 Forecast and Delivery Dates................................ 8
4.6 Packing.................................................... 9
4.7 Shipment & Acceptance...................................... 9
4.8 Changes and Cancellations.................................. 10
4.9 Limited Warranty........................................... 11
4.10 Import/Export.............................................. 12
4.11 Restricted Use............................................. 12
4.12 Spares available for 7 Years............................... 12
4.13 Product Changes............................................ 13
4.14 Price Protection........................................... 13
4.15 Service Agreements......................................... 14
5. MAINTENANCE, SUPPORT, AND TRAINING.................................. 14
5.1 By XXXXXX.................................................. 14
5.2 By SKYSTREAM............................................... 14
6. CONFIDENTIALITY..................................................... 15
6.1 Obligations................................................ 15
6.2 Exceptions................................................. 15
6.3 Injunctive Relief.......................................... 16
6.4 Disclosure Warranty........................................ 16
6.5 Disclosure indemnification................................. 16
7. INTELLECTUAL PROPERTY RIGHTS........................................ 16
7.1 Ownership.................................................. 16
7.2 Limited Use................................................ 17
7.3 Notices.................................................... 17
7.4 XXXXXX' Duties............................................. 17
7.5 Trademarks................................................. 17
8. INFRINGEMENT INDEMNITY.............................................. 17
8.1 SKYSTREAM Indemnification and Defense...................... 17
8.2 SKYSTREAM limitations...................................... 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.
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TABLE OF CONTENTS
(continued)
Page
8.3 Entire Liability........................................... 18
9. YEAR 2000 COMPLIANCE................................................ 18
10. LIMITATIONS OF LIABILITY............................................ 19
10.1 Total Liability............................................ 19
10.2 Exclusion Of Damages....................................... 19
10.3 No Warranty................................................ 19
11. TERMINATION......................................................... 20
11.1 Term....................................................... 20
11.2 Events of Termination...................................... 20
11.3 Review of Exclusivity...................................... 20
11.4 Effect of Termination...................................... 20
11.5 Nonexclusive Remedy........................................ 21
11.6 Survival................................................... 21
12. GENERAL............................................................. 21
12.1 Publicity.................................................. 21
12.2 Assignment................................................. 21
12.3 Governing Law.............................................. 21
12.4 Severability............................................... 22
12.5 Force Majeure.............................................. 22
12.6 Notices.................................................... 22
12.7 Independent Contractors.................................... 22
12.8 Waiver..................................................... 22
12.9 Counterparts............................................... 22
12.10 Entire Agreement........................................... 22
EXHIBIT A - END USER SOFTWARE LICENSE................................... 24
EXHIBIT B - PRODUCTS.................................................... 26
EXHIBIT C - PERFORMANCE CRITERIA........................................ 27
EXHIBIT D - SKYSUPPORT PLAN AND PRODUCT/SERVICE PRICING................. 28
EXHIBIT E - SPARE PARTS................................................. 35
EXHIBIT F - NON-EXCLUSIVE PRODUCTS...................................... 36
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SKYSTREAM CORPORATION and XXXXXX CORPORATION
INTERNATIONAL
MARKETING, DISTRIBUTION AND SUPPORT AGREEMENT
This Agreement, dated __________ __ 1999, is made between SKYSTREAM Corporation
("SKYSTREAM"), a California corporation doing business at 000 Xxxxx Xxxxxx,
Xxxxx X, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 and XXXXXX Corporation, a Delaware
Corporation, acting through its Broadcast System Division, doing business at
0000 Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (hereinafter referred to as
"XXXXXX").
RECITALS
A. WHEREAS, SKYSTREAM sells those certain digital broadcast networking
products listed in Exhibit B ("Products" as further defined below).
B. WHEREAS, XXXXXX is a major supplier of radio and television products,
systems and services, and desires to distribute the SKYSTREAM Products.
THEREFORE, SKYSTREAM and XXXXXX agree as follows:
1. DEFINITIONS.
1.1 Acceptance. "Acceptance" shall mean SKYSTREAM's document that
acknowledges SKYSTREAM's acceptance of XXXXXX' Purchase Order.
1.2 Data Broadcast Solution. "Data Broadcast Solution" shall mean
any product or system that injects, encapsulates, or encrypts data into an
MPEG-2 transport stream.
1.3 Dollars. "Dollars" means United States Dollars.
1.4 End-User. "End-User" means a customer of XXXXXX, who is
authorized by an end user software license agreement to use the Software on the
purchased Products for the End User's internal business purposes.
1.5 Effective Date. "Effective Date" means the date first written
above.
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1.6 Exclusive Market. "Exclusive Market" shall mean End-Users that
are television stations that broadcast a terrestrial ATSC (Advanced Television
Systems Committee) television signal.
1.7 Exclusive-Products. "Exclusive Products" means all Products
that have been affixed with XXXXXX trademarks or logos.
1.8 Intellectual Property Rights. "Intellectual Property Rights"
means patent rights (including but not limited to rights in patent applications
or disclosures and rights of priority), copyright (including but not limited to
rights in audiovisual works and moral rights), trade secret rights, and any
other intellectual property rights recognized by the law of each applicable
jurisdiction.
1.9 Marketing Collateral. "Marketing Collateral" includes
brochures, sales literature, advertising, trade shows, trade support, public
relations and promotions.
1.10 Marks. "Marks" means SKYSTREAM's trademarks, trade names,
service marks, and/or service names.
1.11 Non-Exclusive Products. "Non-Exclusive Products" means those
products, listed on Exhibit F, which may not become Exclusive Products.
1.12 Parties. The "Parties" shall mean XXXXXX and SKYSTREAM.
1.13 Performance Criteria. "Performance Criteria" shall mean the
specific objectives listed in Exhibit C that XXXXXX commits to achieving for
sustaining any exclusive arrangement with SKYSTREAM.
1.14 Products. "Products" means the SKYSTREAM products listed in
Exhibit B, the Exclusive Products, and the Non-Exclusive Products listed in
Exhibit F, including accompanying Software and any additions and enhancements
provided for use with the units.
1.15 Purchase Order. "Purchase Order" shall mean a XXXXXX purchase
order that is submitted for acceptance by SKYSTREAM.
1.16 Reseller Products. "Reseller Products" means the computer
software and/or hardware and related documentation that are distributed by
XXXXXX in combination with the Products
1.17 Software. "Software" shall mean each software program provided
by SKYSTREAM (including vendor software) in machine-readable, object, printed,
or interpreted form, including upgrades and documentation.
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1.18 Source Code. "Source Code" means software in human-readable
form, including programmers' comments, data files and structures, header and
includes files, macros, object libraries, programming tools not commercially
available, technical specifications, flowcharts and logic diagrams, schematics,
annotations and documentation reasonably required or necessary to enable an
independent third party programmer with reasonable programming skills to create,
operate, maintain, modify and improve the software without the help of any other
person.
2. DISTRIBUTION OF PRODUCTS
2.1 Reseller Appointment. SKYSTREAM hereby appoints XXXXXX as a
nonexclusive reseller of the Products to End-Users for End User's internal use,
provided, however, that the Non-Exclusive Products may not be resold as
Exclusive Products.
2.2 Grant of Exclusivity by SKYSTREAM. SKYSTREAM further grants
XXXXXX worldwide exclusive distribution rights of the Exclusive Products to
End-Users inside the Exclusive Market, subject, however, to SKYSTREAM's right to
sell during the term of this Agreement up to [*] Products per [*] period (the
"SKYSTREAM Exception"), beginning upon the effective date of this Agreement,
through other distribution channels, [*] to the Exclusive Market. This SKYSTREAM
Exception may be increased by a written consent, signed by XXXXXX, which consent
XXXXXX agrees shall not be unreasonably withheld. In the event of a failure by
XXXXXX to consent to an increase in the SKYSTREAM Exception, SKYSTREAM may, at
its sole discretion, immediately terminate the Agreement. SKYSTREAM shall not
market or solicit sales of Products to End-Users in the Exclusive Market. On a
quarterly basis, SKYSTREAM shall notify XXXXXX of the total number of Products
sold by SKYSTREAM to parties other than XXXXXX pursuant to the SKYSTREAM
Exception.
2.3 Grant of Exclusivity by XXXXXX. XXXXXX agrees not to sell
products other than the Products as XXXXXX' Data Broadcast Solution to End-Users
in the Exclusive Market, subject, however, to XXXXXX' right to sell during the
term of this Agreement up to [*] products in lieu of the Products per [*]
period (the "XXXXXX Exception"), beginning upon the effective date of this
Agreement, as a Data Broadcast Solution to End-Users in the Exclusive Market.
This XXXXXX Exception may be increased by a written consent, signed by
SKYSTREAM, which consent SKYSTREAM agrees shall not be unreasonably withheld. In
the event of a failure by SKYSTREAM to consent to an increase in the XXXXXX
Exception, XXXXXX may, at its sole discretion, immediately terminate the
Agreement. XXXXXX agrees to market only the Products for Data Broadcast Solution
uses to End-Users in the Exclusive Market. On a quarterly basis, XXXXXX shall
notify SKYSTREAM of the total number of products sold by XXXXXX in lieu of the
Products pursuant to the XXXXXX Exception.
2.4 Relabeling. Except for those Products designated Non-Exclusive
Products, SKYSTREAM shall allow XXXXXX to brand the Products with XXXXXX' logo
and trademarks.
* 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.
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SKYSTREAM will be responsible for affixing the XXXXXX logo and trademark during
the manufacturing process pursuant to XXXXXX guidelines and instructions and may
pass on any additional costs, if any, associated with adhering to Xxxxxx'
guidelines. SKYSTREAM shall also label such Product packages with XXXXXX' logo
and markings and may pass on any additional costs, if any, associated with
adhering to Xxxxxx' guidelines.
2.5 Documentation. SKYSTREAM will make available SKYSTREAM's End
User documentation to XXXXXX, as it is updated and modified from time to time,
without additional charge. SKYSTREAM grants XXXXXX a nonexclusive license during
the term of this Agreement to use, modify, reproduce, make derivative works of
and distribute SKYSTREAM's documentation for the Products to the End-User.
XXXXXX will provide copies of such modifications to SKYSTREAM upon SKYSTREAM's
request.
2.6 Marketing Collateral.
(a) XXXXXX agrees to develop and pay for all Marketing
Collateral associated with the Exclusive Products. SKYSTREAM grants XXXXXX a
nonexclusive license during the term of this Agreement to use, modify,
reproduce, make derivative works of and distribute SKYSTREAM's Marketing
Collateral for the Products; provided, however, that XXXXXX will obtain prior
written approval from SKYSTREAM before use of any Marketing Collateral
concerning the Products. SKYSTREAM reserves all rights associated with such
Marketing Collateral subject to the license granted herein. SKYSTREAM will
provide commercially reasonable efforts to support XXXXXX in the development of
Marketing Collateral supporting the Exclusive Products.
(b) SKYSTREAM agrees to provide, at no additional charge,
sufficient Marketing Collateral, as requested, to XXXXXX to support XXXXXX'
non-exclusive reseller appointment pursuant to Section 2.1.
2.7 Quarterly Meetings. SKYSTREAM and XXXXXX agree to hold
quarterly meetings (i) to discuss product features and product development, (ii)
set development timelines for next generation product(s), and (iii) to review
the current market conditions, competitive climate, pricing strategies, and
other marketing programs.
2.8 Grant of License. Subject to the terms of this Agreement,
SKYSTREAM grants XXXXXX a limited license to use the Software in connection with
the demonstration of the Products and in connection with the configuration and
support of the Products for End Users. All such use shall be subject to the
terms of the End User Software License attached hereto as Exhibit A.
2.9 Limited Rights. XXXXXX' rights in the Products will be limited
to those expressly granted in this Agreement.
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2.10 Future Products.
SKYSTREAM agrees to use commercially reasonable efforts to
develop a conditional access scrambling product for ATSC transmission. The
specifications for such product are to be established by mutually agreement of
the Parties by August 31, 1999. XXXXXX shall have the right to include such
product, as an Exclusive Product under the terms of this Agreement at a mutually
agreed upon price and such product shall become a Product hereunder.
3. SOFTWARE
3.1 Authorization. SKYSTREAM warrants and represents that, as of
the date of this Agreement and as of the date of delivery of any Products
hereunder, SKYSTREAM has the authority to sell the Products and distribute all
the software accompanying the Products to XXXXXX and End-User customers of
XXXXXX, subject only to the acceptance of the terms of such end-user software
licenses as may accompany the Products by the End User.
3.2 Limited Distribution. XXXXXX is permitted to market and
distribute SKYSTREAM Software, and any other software accompanying the Products,
only in connection with the sale of the Products to the End User.
3.3 End User Software License.
(a) XXXXXX agrees:
(i) to include the following language in all sales
quotations and offers to sell the Products:
"THE [NAME OF PRODUCT] IS SOLD SUBJECT TO THE TERMS OF ONE OR MORE END USER
SOFTWARE LICENSES. THE USE OF THE [NAME OF PRODUCT] IS CONTINGENT UPON THE
ACCEPTANCE BY THE PURCHASER OF THE TERMS OF SUCH END USER SOFTWARE LICENSES."
(ii) to provide a copy of the "End User Software
License", in the form attached hereto as Exhibit A, and such other end user
software licenses required for use of the Products, as may be provided by
SKYSTREAM from time to time, to any potential purchaser who shall request a copy
prior to sale;
(iii) to package and to install the Products in such a
manner that XXXXXX' customer is provided with a meaningful opportunity to review
and agree to the End User Software License and other end user software licenses
accompanying the Products before installing or using any of the Products; and
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(iv) to accept for return and refund any unused
Products in the event that XXXXXX' customer does not agree to accept any of the
terms of the End User Software License or the terms of any other software
license required to use the Products. SKYSTREAM shall accept the return such
unused Product and refund the Price to XXXXXX.
(b) In consideration of SKYSTREAM's not requiring a written
End-User Software License signed by XXXXXX' customer as a precondition to the
sale or transfer of the Products, XXXXXX agrees to indemnify SKYSTREAM for any
and all damages that may arise as a result of XXXXXX' breach of Section 3.3(a).
3.4 License Only. Notwithstanding the use herein of the word
"sell" and variants thereof, all Software is licensed to XXXXXX and the End User
and is not sold. SKYSTREAM, or the licensors through which SKYSTREAM obtained
the rights to distribute Software, retain title to the Software, whether the
Software is separate or combined with any other products, including XXXXXX'
products, and XXXXXX shall transfer Software only to the extent that such
transfer is incidental to the resale or lease of the Products. The End User is
licensed by SKYSTREAM directly to use the Software solely in conjunction with
the use of the Products and further subject to the terms of the End User
Software License.
3.5 Proprietary Software. The Software is proprietary to SKYSTREAM
and/or its suppliers and is copyrighted. Without SKYSTREAM's prior written
approval, XXXXXX shall not separate the Software from the Products as shipped by
SKYSTREAM, nor shall XXXXXX disassemble, de-compile, reverse-engineer, copy,
modify, or otherwise change any of the Software or its form. XXXXXX shall
protect the Software from any disclosure or use in violation of this Agreement
in accordance with Exhibit X. XXXXXX shall not be entitled to receive Source
Code.
4. TERMS AND CONDITIONS OF SALE
4.1 Applicability of Terms and Conditions of Sale.
(a) SKYSTREAM agrees to sell Products to XXXXXX in
accordance with the terms and conditions of this Agreement. Specific quantities
of the Products shall be ordered by XXXXXX for purchase by the placement of a
Purchase Order. In the event XXXXXX requests a cancellation of a Purchase Order
prior to SKYSTREAM's acceptance, SKYSTREAM shall accept XXXXXX' cancellation
with no cancellation fees accessed.
(b) Within five (5) business days after the receipt of the
Purchase Order, SKYSTREAM shall by facsimile either accept or reject the
Purchase Order. Unless otherwise specified in this Agreement, any Purchase Order
accepted by SKYSTREAM ("Order"), shall be binding upon the Parties and (except
as permitted herein) may not be altered, amended, modified or canceled without
the prior written consent of XXXXXX and SKYSTREAM. In the event SKYSTREAM
rejects a Purchase Order, the Parties agree to discuss mutually acceptable
conditions
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for the Purchase Order and Acceptance. In the event XXXXXX requests a
cancellation of an accepted Purchase Order, the Parties agree to discuss a
mutually equitable settlement as a result of said cancellation.
(c) No terms or conditions set forth in the Purchase Order,
to which notice of objection is hereby given, or is stated in any future
correspondence between XXXXXX and SKYSTREAM shall alter or supplement this
agreement unless both Parties have agreed in writing to modify this Agreement,
which requirement may be satisfied by acceptance of a term contrary to this
Agreement in a Purchase Order by confirmatory memorandum from SKYSTREAM.
Neither SKYSTREAM's commencement of performance or delivery shall be deemed or
construed as acceptance of additional or different terms and conditions
contained in a Purchase Order.
4.2 Price.
(a) Unless otherwise stated in writing by SKYSTREAM, all
prices quoted shall be exclusive of transportation, insurance, federal, state,
local, use, sales, property (ad valorem) and similar taxes or duties now in
force or hereafter enacted. XXXXXX agrees to pay all taxes, fees or charge of
any nature whatsoever imposed by any governmental authority on, or measured by,
the transaction between XXXXXX and SKYSTREAM, in addition to the prices quoted
or invoiced. In the event that SKYSTREAM is required to collect the foregoing,
such amounts will appear as separate items on SKYSTREAM's invoice. XXXXXX agrees
to provide SKYSTREAM with a valid resale certificate for the Products purchased
for resale. The initial pricing paid by XXXXXX to SkyStream for Products is
listed in Exhibit D. Nothing in this Agreement will be construed to restrict
XXXXXX' ability to set prices to its customers.
4.3 [*]
[*]
4.4 Payment Terms
(a) SKYSTREAM shall invoice XXXXXX upon shipment of the
Order to XXXXXX. All invoices are payable by draft or wire transfer in Dollars
thirty (30) days from date of invoice. No discounts are authorized. Interest on
late payments may, at SkyStream's discretion, accrue at the rate of [*] per
month or the highest legal rate, whichever is lower, provided, however that no
interest shall accrue on amounts resulting from an invoice or other errors by
SKYSTREAM.
(b) For payments by wire transfer, SKYSTREAM'S bank
information is:
[*]
* 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.
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[*]
XXXXXX should supply the sending Bank Information, ABA & Account # to show
where the money is coming from.
(c) Until the purchase price and all other charges payable
to SKYSTREAM hereunder have been received in full, SKYSTREAM hereby retains, and
XXXXXX hereby grants to SKYSTREAM, a security interest in the Products delivered
to XXXXXX and any proceeds therefrom. XXXXXX agrees to promptly execute all
documents reasonably requested by SKYSTREAM to perfect and protect such security
interest.
(d) Should XXXXXX become delinquent in the payment of any
undisputed sum due hereunder, SKYSTREAM shall not be obligated to continue
performance hereunder, including without limitation shipment of any previous
Orders.
(e) XXXXXX warrants to SKYSTREAM that it is financially
solvent on the date on which it places a Purchase Order and expects to be
solvent on the date of receipt of shipment. SKYSTREAM reserves the right to
change the credit terms provided herein, when in SKYSTREAM's opinion the
financial condition or previous payment record of XXXXXX so warrants.
4.5 Forecast and Delivery Dates.
(a) Standard lead times for Purchase Orders placed by XXXXXX
shall be [*] for Products included in the purchase forecast provided to
SKYSTREAM pursuant to Section 4.4(c), and [*] for all other Purchase Orders.
(b) Within fifteen (15) days from the effective date of this
Agreement, XXXXXX agrees to place a Purchase Order covering requested shipments
for delivery by June 30, 1999.
(c) In order for SKYSTREAM to maintain a continuous flow of
long lead-time material, XXXXXX agrees to provide a purchase forecast to
SKYSTREAM, broken out by month, Product, and the probability being converted to
a sale, at the end of each month that covers
* 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.
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an additional ninety (90) day period beyond the date of open Purchase Orders
that exist at any given time.
(d) Subject to Section 4. 1 (c), all shipments are subject
to SKYSTREAM's availability schedule. SKYSTREAM will use commercially reasonable
efforts to meet any delivery date(s) requested in Purchase Order; provided
however, that SKYSTREAM will not be liable under any circumstances for its
failure to meet such delivery date(s). Any delivery dates provided by SKYSTREAM
to XXXXXX pursuant to a Purchase Order are best estimates only, however delivery
date in an Order which has been confirmed in writing by SKYSTREAM shall be firm.
SKYSTREAM shall have the right to make partial shipments and payment therefore
shall be made in the manner described in Section 4.3 above.
(e) In the event XXXXXX requests an acceleration in the
delivery of the Products SKYSTREAM will make reasonable efforts to accommodate
accelerations impacted by materials constraints; which may include without
limitation: material availability, capacity, and personnel resources. SKYSTREAM
and XXXXXX will mutually agree on the applicable price adjustments if
accelerations result in increased costs due to procurement of material from
distribution and express handling.
4.6 Packing. All Products shall be packed, if appropriate, for
shipment and storage in accordance with standard commercial practices. All
packing will conform to requirements of carrier's tariffs. When special or
export packaging is requested or, in the opinion of SKYSTREAM, required under
the circumstances, the cost of such special export packaging, if not set forth
on the invoice, will be separately invoiced. SKYSTREAM shall label such packages
with XXXXXX' logo and markings including the number of Purchase Order, shipment
weight, name of Products, handling and loading instructions and an itemized
packing list specifying the number of units, Purchase Order, serial numbers with
each shipment by pallet. SKYSTREAM will provide test date of bulk packaging for
evaluation and approval. The units shall be individually packed in XXXXXX
labeled boxes.
4.7 Shipment & Acceptance.
(a) F.O.B. Point. All prices are F.O.B. (as defined in the
Uniform Commercial Code as implemented by the state of California, U.S.A.)
SKYSTREAM's Mountain View location unless otherwise agreed to in writing. XXXXXX
will pay all transportation and insurance charges after delivery to the F.O.B.
point. Unless otherwise indicated by SKYSTREAM XXXXXX is obligated to obtain
insurance covering damage to the goods while in transit.
(b) Method of Shipment. Subject to this Section 4.6,
SKYSTREAM will ship in accordance with XXXXXX' shipping instructions. In the
absence of specific instructions or if
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XXXXXX' instructions are deemed unsuitable, SKYSTREAM reserves the right to ship
by the most appropriate method.
(c) Title and Risk of Loss. Title to the Products and risk
of loss and damage shall pass to XXXXXX upon delivery to the F.O.B. point.
(d) Acceptance. Products shall be deemed to have been
accepted by XXXXXX unless XXXXXX provides written notice to SKYSTREAM to the
contrary within thirty (30) days from the date of delivery to the F.O.B. point.
Such written notice shall request a Return Material Authorization ("RMA") number
and the terms and conditions that apply to warranty returns under Section 4.8
shall apply to returns under this Section 4.6.
4.8 Changes and Cancellations.
(a) Subject to the additional charges set forth below and to
Section 4.7(b), Orders may be canceled per the following schedule:
DAYS PRIOR TO SCHEDULED PERCENTAGE OF ORDER WHICH MAY BE CANCELED
SHIPMENT DATE TO F.O.B. POINT
0-30 days [*]
31-60 days [*]
61+ days [*]
In the event that XXXXXX cancels any Order more than thirty (30) days but
fewer than sixty (60) days prior to the scheduled delivery date (to the F.O.B.
point) for such order, XXXXXX shall promptly pay to SKYSTREAM a
restocking/cancellation fee equal to fifteen percent (15%) of the purchase
price for the Products subject to such Order.
(b) Orders may be rescheduled per the following schedule:
DAYS PRIOR TO SCHEDULED PERCENTAGE OF ORDER WHICH MAY BE RESCHEDULED
SHIPMENT DATE TO F.O.B. POINT
0-30 days [*]
31-60 days [*]
61+ days [*]
Orders may only be rescheduled once. Rescheduled orders may not be later
canceled.
* 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.
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(c) If XXXXXX terminates Orders in whole or in part because
of SKYSTREAM's failure to timely deliver, XXXXXX' sole remedy shall be
entitlement to cancel the undelivered quantity of any Order.
(d) No cancellation of any Order for default shall be
effective unless SKYSTREAM has failed to correct such alleged default within
thirty (30) days after receipt by SKYSTREAM of a written notice by XXXXXX of
such default and no cancellation fee shall be accessed against XXXXXX.
4.9 Limited Warranty
(a) The Products are warranted against defects in material,
design and workmanship for a period of fourteen months from the date of delivery
to FOB point. This limited warranty does not cover the results of accident,
abuse, neglect, improper testing, vandalism, acts of God, use contrary to
specifications or instructions, or repair or modification by anyone other than
SKYSTREAM, XXXXXX or SKYSTREAM's authorized agents. SKYSTREAM SHALL HAVE NO
OBLIGATION UNDER THIS WARRANTY, AND MAKES NO REPRESENTATION AS TO PRODUCTS THAT
HAVE BEEN MODIFIED CONTRARY TO PRODUCT SPECIFICATIONS ("MODIFIED") BY XXXXXX OR
ITS END USERS. The foregoing warranty extends only to XXXXXX and End Users
purchasing Products through an authorized sales channel of XXXXXX, and not other
End Users. The foregoing warranty does not apply to any used or Modified
Products, or software within the Products, which is subject to the end user
software licenses.
(b) If the Product does not conform to the foregoing
warranties, XXXXXX or XXXXXX' End User may, at its own risk and expense, return
the allegedly defective Product directly to SKYSTREAM during the Warranty
Period. In order to do so, XXXXXX or XXXXXX' End User must first notify
SKYSTREAM in writing of the alleged defect and request a return material
authorization ("RMA") number. Within five (5) days of its receipt of the RMA
number, XXXXXX or XXXXXX' End User shall ship to SKYSTREAM the allegedly
defective Product, freight prepaid, to SKYSTREAM, and shall include a notation
of the RMA number. Any Products returned to SKYSTREAM without an authorized RMA
number may be returned to XXXXXX or XXXXXX' End User, freight collect. Upon
receipt of the Product, SKYSTREAM, at its option, will repair or replace the
Product and ship the repaired or replaced Product to XXXXXX at SKYSTREAM's
expense and risk, or refund the purchase price. If SKYSTREAM determines that any
returned Product conformed to the warranties, SKYSTREAM will return the Product
to XXXXXX or XXXXXX' End User, at their expense and risk, along with a written
statement setting forth the basis for SKYSTREAM's conclusion that the returned
Product was not defective, and XXXXXX or XXXXXX' End User agrees to pay
SKYSTREAM's reasonable costs of handling and testing.
(c) THE REMEDIES PROVIDED HEREIN ARE XXXXXX' AND XXXXXX' END
USERS' SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY BY
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SKYSTREAM. SKYSTREAM SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR
STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. NO PERSON IS AUTHORIZED
TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE
PRODUCTS OTHER THAN AS PROVIDED IN THIS SECTION.
4.10 Import/Export.
XXXXXX agrees that it will not in any form export, re-export,
resell, ship or divert directly or indirectly any Product or technical data or
Software furnished hereunder to any country for which the United States
Government or any government agency requires an export license or other
governmental approval without first obtaining such license or approval.
4.11 Restricted Use.
SKYSTREAM's Products may produce a reduction and loss of data
and therefore are not sold for use in medical equipment, avionics, nuclear
applications, or other high-risk applications where malfunctions or loss of data
could result directly in personal injury to human beings. XXXXXX agrees not to
use, to contractually bind its customers not to use, the Products in such
applications, and XXXXXX agrees to indemnify SKYSTREAM and to hold SKYSTREAM
harmless from and against any liability arising out of XXXXXX' failure to
contractually bind its customers in the manner previously described.
4.12 Spares available for 7 Years.
(a) SKYSTREAM shall continue to make available to XXXXXX
Spare Parts identified in Exhibit E, for a period of seven (7) years after the
discontinuance of manufacturing of the Product by SKYSTREAM, at SKYSTREAMs
current prices for such Spare Parts as SKYSTREAM may change from time to time
(current prices as of the Effective Date are listed on Exhibit E), and XXXXXX
may order such Spare Parts for delivery during such period. If after expiration
of this seven (7) year period, SKYSTREAM decides to discontinue manufacture of
any Spare Parts manufactured directly by it, SKYSTREAM shall immediately provide
written notice to XXXXXX of its intention. Upon receipt of SKYSTREAM's written
notice, XXXXXX shall have sixty (60) days in which to order additional
quantities of any such Spare Parts for delivery by SKYSTREAM not later than six
(6) months after receipt of the notice.
(b) Within 90 days of such notice and if XXXXXX desires to
have Spare Parts manufactured after SKYSTREAM has discontinued manufacture of
the parts, SKYSTREAM shall either manufacture them for XXXXXX at a reasonable
Cost Plus Fee basis or SKYSTREAM shall provide XXXXXX with appropriate
documentation, tooling and the rights to use the documentation and tooling to
have the parts manufactured by XXXXXX and/or it's contractor.
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4.13 Product Changes.
(a) SKYSTREAM may, at any time prior to shipment, make
changes in NonExclusive Products. SKYSTREAM may modify the Non-Exclusive Product
drawings and specifications, as they may be set forth in the relevant product
specification sheet (the "Specifications"), or substitute products of later
design. SKYSTREAM guarantees that such modifications or substitutions will not
impact upon form, fit, or function under normal and proper use of the ordered
Product as provided in the Specifications. With respect to changes,
modifications, and substitutions that do impact the form, fit, or function of
Non-Exclusive products, SKYSTREAM shall notify XXXXXX in writing thirty (30)
days prior to the date the changes become effective and XXXXXX shall notify
SKYSTREAM of any objections thereto before the effective date of the change; if
XXXXXX fails to notify SKYSTREAM of any such objections, XXXXXX shall be deemed
to have consented to such change.
(b) SKYSTREAM shall inform XXXXXX on a periodic basis of any
planned changes to the form, fit or function of Exclusive Products. Any changes,
modifications, and substitutions that impact the form, fit, or function of
Exclusive Products shall be mutually agreed upon by the Parties. XXXXXX reserves
within its sole discretion, the right to accept or reject any such proposed
changes and to require SKYSTREAM to deliver the Exclusive Products in accordance
with the original Specifications of this Agreement.
(c) Notice of any technical change to the Products shall be
provided to:
XXXXXX Corporation
Director of Customer Service
0000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
SkyStream
Product Marketing Manager
000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
(000) 000-0000
4.14 Price Protection.
(a) The Parties shall have established commercially viable
pricing for the purchase of the Products by XXXXXX for resale. Commercial
viability shall be based on the competitiveness of the price paid by XXXXXX to
SKYSTREAM and based on such purchase price, the ability of XXXXXX to resell the
Products in the market place at a reasonable margin to XXXXXX. In the event that
XXXXXX believes that the purchase price no longer is commercially viable,
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XXXXXX shall notify SKYSTREAM in writing, and the Parties shall engage in good
faith negotiations to restructure the purchase price between them in order to
meet the goal of the commercial viability of the purchase price. The intent of
such good faith negotiations is the reduction of the purchase price between the
Parties which will enable XXXXXX to meet resale market forces. At no time shall
such discussions or agreements allow SKYSTREAM to affect in any way, the XXXXXX
resale price or other factors of the resale. Once SKYSTREAM accepts the Purchase
Order in Writing, at the quoted price, this price shall remain fixed as defined
in the Order unless the parties mutually agree to reduce the price.
(b) Any adjustment in the price of the Products shall be
effective on Products not yet delivered to XXXXXX by SKYSTREAM under outstanding
Orders. SKYSTREAM agrees to amend the Order accordingly.
4.15 Service Agreements.
XXXXXX shall have the opportunity to purchase, for resale to
End Users, the first year of SkySupport Service customer service, as listed in
Exhibit D under SkySupport Plan, at the time of each sale by Xxxxxx to an End
User. Such SkySupport may then be renewed on the nearest of February 15, May 15,
August 15 and November 15 following the one yew anniversary of the date of each
sale by Xxxxxx to End User. In the case of upgrades to a previously purchased
Product, in order for SkySupport to extend to the upgrade, the End User must
have purchased SkySupport on the Product, and must pay for SkySupport on the
upgrade. Where SkySupport is ordered on an upgrade, the first year of SkySupport
shall be assessed on the upgrade at the time of order by Xxxxxx and invoiced
with the upgrade, and thereafter collected at the time the SkySupport renewal is
payable on the Product for which the upgrade was purchased.
5. MAINTENANCE, SUPPORT, AND TRAINING.
5.1 By XXXXXX.
XXXXXX agrees to offer all End-Users one of two maintenance and support
plans to technically support the Products sold to the End-Users as follows:
(a) a service plan that is substantially similar to the
SkySupport customer service program that is offered by SKYSTREAM to its direct
customers. A copy of the plan, as well as the fee structure is listed in Exhibit
D under SKYSUPPORT PLAN.
(b) a standard 12-month warranty period, of which the
services available to the End-Users as well as the fee structure are listed in
Exhibit D under STANDARD WARRANTY.
5.2 By SKYSTREAM.
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SKYSTREAM will not be responsible for providing support to the End User.
SKYSTREAM will provide XXXXXX with:
(a) commercially reasonable efforts to correct any
non-conformity with the software Feature Specification Documents for the
applicable versions of the software;
(b) every six (6) months, at a mutually agreeable location
at no cost to XXXXXX: factory and field service training, to consist of a
minimum of two business days of training, and sales and product line staff
training, to consist of at least one, four-hour session. Factory and field
service training sessions given pursuant to this section may be attended by up
to 5 XXXXXX personnel. Sales and product line staff training shall be attended
by a reasonable number of XXXXXX personnel or XXXXXX distributors. Each Party
agrees to pay the travel and living expenses of such Party's own personnel
associated with the training;
(c) SKYSTREAM agrees to provide reasonable access to
SKYSTREAM's technical personnel for inquiries from XXXXXX relating to the
Products during standard SKYSTREAM business hours, generally Monday through
Friday from 9:00 am. to 5:00 p.m. Pacific Standard Time, and SKYSTREAM agrees to
respond to any XXXXXX inquiry within eight business hours;
(d) additional training and support services as the Parties
shall negotiate in good faith and mutually agree upon.
6. CONFIDENTIALITY.
6.1 Obligations. Each party agrees that it will not disclose to
any third party or use any Products or other Confidential Information disclosed
to it by the other party, except to carry out its rights and obligations under
this Agreement, and that it will take all reasonable measures to maintain the
confidentiality of all Confidential Information in its possession or control,
which will in no event be less than the measures it uses to maintain the
confidentiality of its own information of similar importance. "Confidential
Information" includes (i) all written information labeled confidential or
proprietary and (ii) oral information that is designated by a party as
confidential or proprietary in writing within a reasonable time of its
disclosure.
6.2 Exceptions. "Confidential Information" will not include
information that:
(i) is in or enters the public domain without breach
of this Agreement;
(ii) is lawfully obtained by the receiving party
without breach of a nondisclosure obligation;
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(iii) is independently developed or already in the
possession of the receiving party as shown by the receiving party's
contemporaneous records; or,
(iv) is required by law to be disclosed, provided that
the receiving party gives prompt written notice of such requirement prior to
disclosure: or
(v) was known to the receiving party at the time it
was submitted;
The obligations and restriction contained in this Section 6.1 shall expire
10 years after the Effective Date or 3 years after expiration or termination of
this Agreement, which ever is later.
6.3 Injunctive Relief. Each party acknowledges that the improper
disclosure of the other's Confidential Information could cause substantial harm
to the other party that could not be remedied by the payment of damages alone.
Accordingly, either party will be entitled to preliminary and permanent
injunctive relief and other equitable relief for any breach of this Agreement or
misuse of Confidential Information by SKYSTREAM, XXXXXX or the End User, as
applicable.
6.4 Disclosure Warranty. Each party warrants that it has the full
power and authority to supply and to disclose Confidential Information to the
other party, and that such Confidential Information has not been improperly or
unlawfully acquired.
6.5 Disclosure Indemnification. Each party agrees to indemnify the
other party against, and to hold the other party harmless of and from, any loss,
cost, damage, liability, suit, judgment, or expense, including legal fees
(collectively, "Harm") arising out of any breach of the warranties set forth in
Section 6.4.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Ownership. SKYSTREAM and/or its vendors shall own all right,
title, and interest in the Software and documentation, all Intellectual Property
Rights therein, and all Intellectual Property Rights in the Products, including
all changes and improvements requested or suggested by XXXXXX in the support and
maintenance of the Products. SKYSTREAM acknowledges that XXXXXX shall own all
right, title, interest and Intellectual Property Rights in all products or
inventions developed entirely by XXXXXX except those which are based upon or
derived from the Products, Software, documentation, Confidential Information or
trade secret information of SKYSTREAM, or those developed by Xxxxxx personnel
who have used the Products and/or Software that are based upon or derived from
the Products and/or Software at the time of conception or reduction to practice
of the invention to the Products, or from research or development of SKYSTREAM
that has been a subject of public disclosure or disclosure to Xxxxxx pursuant to
this Agreement.
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7.2 Limited Use. The Products are offered for sale and are sold by
SKYSTREAM subject in every case to the condition that such sale does not convey
any license expressly or by implication, to manufacture, reverse engineer,
duplicate or otherwise copy or reproduce any of the Products or any part
thereof.
7.3 Notices. XXXXXX will not delete or in any manner alter the
Intellectual Property Rights notices of SKYSTREAM and its suppliers, if any,
appearing on the Products as delivered to XXXXXX.
7.4 XXXXXX' Duties. XXXXXX will take customary measures in the
marketing and distribution of the Products to provide notices of SKYSTREAM's
copyrights and trademarks in the Products, no less than the extent to which
XXXXXX protects its copyrights and trademarks in XXXXXX' Products, and will, to
the extent lawful, report promptly to SKYSTREAM any infringement of such rights
of which XXXXXX becomes aware.
7.5 Trademarks. Subject to the terms and conditions of this
Agreement, SKYSTREAM grants XXXXXX a nonexclusive license for the term of this
Agreement to use the Marks in XXXXXX' marketing of the Products, provided that
such use is in accordance with SKYSTREAM's trademark usage guidelines then in
effect. Such use must reference the Marks as being owned by SKYSTREAM. Nothing
in this Agreement grants XXXXXX ownership or any rights in or to use the Marks,
except in accordance with this license, and XXXXXX' use of the Marks will inure
to the benefit of SKYSTREAM. The rights granted to XXXXXX in this license will
terminate upon any termination or expiration of this Agreement. Upon such
termination or expiration, XXXXXX will no longer make any use of any Marks.
SKYSTREAM will have the exclusive right to own, use, hold, apply for
registration for, and register the Marks during the term of, and after the
expiration or termination of, this Agreement; XXXXXX will neither take nor
authorize any activity inconsistent with such exclusive right.
8. INFRINGEMENT INDEMNITY
8.1 SKYSTREAM Indemnification and Defense. Subject to the
limitations hereinafter set forth, XXXXXX agrees that SKYSTREAM has the right to
defend, or at its option to settle, and SKYSTREAM agrees, at its own expense, to
defend or at its option to settle, any claim, suit or proceeding (collectively,
"Action") brought against XXXXXX, its customers or its End Users alleging that
the use or distribution of the Products infringes or misappropriates any United
States patent, copyright or trade secret. SKYSTREAM shall have sole control of
any such Action or settlement negotiations shall, and SKYSTREAM agrees to pay,
subject to the limitations set forth in Sections 7 and 8, all related costs,
expenses and attorney fees and any settlement costs or final judgment entered
against XXXXXX or its End Users as a result of such infringement. XXXXXX agrees
that SKYSTREAM at its sole option shall be relieved of the foregoing obligations
unless XXXXXX notifies SKYSTREAM promptly in writing of such Action and gives
SKYSTREAM
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authority to proceed as contemplated herein, and, at SKYSTREAM's expense, gives
SKYSTREAM proper and reasonable information and assistance to settle and/or
defend any such Action. If the Products, or any part thereof, are, or in the
opinion of SKYSTREAM may become, the subject of any Action for infringement of
any United States patent, copyright or trade secret, or if a judicial or other
governmental authority enjoins the use or distribution of Products as a result
of an Action defended by SKYSTREAM, then SKYSTREAM may, at its option and
expense: (i) procure for XXXXXX, its customers and End Users the right to
distribute or use, as appropriate, the Products; (ii) replace the Products with
other equivalent non-infringing Products; (iii) suitably modify the Products to
render such non-infringing; yet equivalent or (iv) if the foregoing alternatives
cannot be accomplished on a commercially reasonable basis as determined in
SKYSTREAM's sole discretion, require XXXXXX to return such Products and refund
the aggregate payments paid therefor by XXXXXX, less a reasonable sum for use
and damage. XXXXXX shall indemnify and hold harmless SKYSTREAM from and against
any and all third party claims arising out of the distribution of Products after
SKYSTREAM has required XXXXXX to return such Products or arising out of any
exclusions to SKYSTREAM's indemnification obligations set forth in Section 8.2.
SKYSTREAM shall not be liable for any costs or expenses incurred without its
prior written authorization.
8.2 SKYSTREAM limitations. Notwithstanding the provisions of
Section 8.1 above, SKYSTREAM assumes no liability for (i) any infringement claim
(including without limitation combination or process patents) arising out of the
combination of a Product or use with other hardware, software or other items not
provided by SKYSTREAM to the extent such infringement would not have occurred
absent such combination or use; (ii) any infringement claims arising out of the
modification of the Products, or any part thereof, unless such modification was
made by SKYSTREAM; or (iii) any infringement claims arising out of SKYSTREAM's
compliance with XXXXXX' specifications or designs.
8.3 Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 8
STATE THE ENTIRE LIABILITY AND OBLIGATION OF SKYSTREAM AND THE EXCLUSIVE REMEDY
OF XXXXXX, ITS CUSTOMERS AND END USERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT
OF COPYRIGHTS, TRADEMARKS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE
PRODUCTS.
9. YEAR 2000 COMPLIANCE
(a) SKYSTREAM warrants to XXXXXX that each of the Products
including (software, firmware or documentation) furnished with the Products
purchased by XXXXXX, shall be "Year 2000 Compliant", meaning that it will, at
all times before, during and after calendar year 2000, perform all functions
(including, without limitation, input, processing, calculating, comparing,
sequencing and output) related to or including dates (including the year 2000
and dates before and after the year 2000) without interruption. For purposes of
the foregoing, "without interruption" means, among other things, without
modification, loss of performance, loss of use, or work or
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expense on the part of XXXXXX or the End User, without changes in inputs,
output, data or other information in relation to dates arising in the Y2K and
beyond. Furthermore, when used in combination with other information technology,
each of the Products shall accurately process date/time data.
(b) SKYSTREAM warrants to XXXXXX that internal information
technology systems are Year 2000 Compliant so as to prevent interruption or
delay respecting the continuous and timely supply of products to XXXXXX.
(c) SKYSTREAM shall indemnify and hold harmless, XXXXXX, its
employees, agents and third parties claiming under them from any and all
actions, claims, demands, suits, losses, damages, fines and penalties (except
where prohibited by law), judgments, expenses (including reasonable attorney's
fees), and causes of action of every character, whether in tort, contract or
otherwise which results from the failure or the alleged failure of SKYSTREAM to
furnish "Year 2000 Compliant" software as stated herein. XXXXXX shall notify
SKYSTREAM in writing immediately upon being given notice of any such action or
claim and XXXXXX shall be afforded the opportunity of participating in any legal
defense undertaken by SKYSTREAM.
10. LIMITATIONS OF LIABILITY.
10.1 Total Liability. EXCEPT AS SET FORTH IN SECTION 8 AND EXCEPT
FOR BREACHES OF SECTION 6, SKYSTREAM'S AND XXXXXX' LIABILITY FOR A BREACH OF
THIS AGREEMENT WILL BE LIMITED TO THE TOTAL VALUE OF ORDERS RECEIVED OR DUE FROM
XXXXXX UNDER THIS AGREEMENT.
10.2 Exclusion Of Damages. EXCEPT AS SET FORTH IN SECTION 8 AND
EXCEPT FOR BREACHES OF SECTION 6, SKYSTREAM WILL NOT BE LIABLE TO XXXXXX OR
XXXXXX' CUSTOMERS OR END USERS, NOR SHALL XXXXXX BE LIABLE TO SKYSTREAM, FOR ANY
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.
10.3 No Warranty. EXCEPT AS SET FORTH IN SECTIONS 4.9, 8 AND 9,
SKYSTREAM MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
PRODUCTS, INCLUDING THE RESULTS AND PERFORMANCE THEREOF, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT.
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11. TERMINATION.
11.1 Term. The term of this Agreement will begin on the Effective
Date and will continue until the third anniversary of the Effective Date
("Termination Date"), unless it is terminated earlier in accordance with the
provisions hereof. Thereafter, this Agreement may be renewed for any number of
additional one-year periods upon the mutual written agreement of the Parties,
although each party acknowledges that the other is under no obligation to do so.
11.2 Events of Termination. Either party will have the right to
terminate this Agreement (i) for convenience and without cause, upon ninety (90)
days written notice to the other party, (ii) if the other party breaches any
material term or condition of this Agreement and fails to cure such breach
within thirty (30) days after written notice, or (iii) upon thirty (30) days
notice, if the other party becomes the subject of a voluntary or involuntary
petition in bankruptcy or proceeding relating to insolvency, receivership,
liquidation or composition for the benefit of creditors.
11.3 Review of Exclusivity. No more than fifteen days after
December 31, 1999, both Parties agree to meet to reconsider the exclusivity
provisions of this Agreement. XXXXXX shall present to SKYSTREAM a product review
including: competition, experience to date, lost orders, orders to date,
proposals, product feedback and future implementation plans. During XXXXXX'
product review presentation SKYSTREAM shall provide XXXXXX with feedback on
XXXXXX' presentation and SKYSTREAM's view of the marketplace. If XXXXXX meets
the Performance Criteria, listed in Exhibit C, this Agreement shall
automatically continue in full force and effect. Otherwise, for thirty (30) days
after the meeting, or if such meeting fails to timely occur, for thirty (30)
days following January 15, 2000, SKYSTREAM may terminate the provisions of
Sections 2.2 and 2.3 of this Agreement by written notice to XXXXXX, in which
event, the remainder of this Agreement shall continue in full force and effect.
11.4 Effect of Termination.
(a) Upon termination or expiration of this Agreement, XXXXXX
will (except as specified in subsection (b) below) immediately return to
SKYSTREAM or (at SKYSTREAM's request) destroy all Source Code, if any, Software
(except for Software residing on a SKYSTREAM Product) and other Confidential
Information in its possession or control, and an authorized representative of
XXXXXX will certify to SKYSTREAM in writing that XXXXXX has done so.
(b) Upon termination or expiration of this Agreement, XXXXXX
will have the option, in its sole discretion, of:
(i) electing, at any time, to allow SKYSTREAM to offer
maintenance and support for the Products directly to End Users in accordance
with SKYSTREAM's then applicable terms and conditions for such services; or
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(ii) continuing to provide maintenance and support for
the Products to its End Users upon the terms and conditions of Section 5 and
SKYSTREAM's obligations under Section 4.11.
(c) Upon the termination or expiration of this Agreement,
SKYSTREAM shall continue to fill any Orders previously accepted by SKYSTREAM and
all outstanding Xxxxxx quotation(s) to End User(s) for a period of ninety (90)
days.
11.5 Nonexclusive Remedy. The exercise by either party of any
remedy under this Agreement will be without prejudice to its other remedies
under this Agreement or otherwise.
11.6 Survival. The rights and obligations of the Parties contained
in Section 4.12 (Spares), Sections 6, (Confidentiality), 7 (Intellectual
Property Rights), 8 (Infringement Indemnity), 10 (Limitations of Liability), 11
(Termination) and 12 (General) will survive the termination or expiration of
this Agreement.
12. GENERAL
12.1 Publicity. XXXXXX and SKYSTREAM agree to use reasonable
efforts in the preparation of a press release, mutually acceptable to both
Parties, announcing the execution of this Agreement. From and after the date
hereof, neither party shall issue any press releases with respect to the subject
matter hereof without the express approval of the other party.
12.2 Assignment. The rights and liabilities of the Parties hereto
shall bind and inure to the benefit of their respective successors, executors
and administrators, as the case may be provided that no Party may assign or
delegate its obligations under this Agreement either in whole or in part,
without the prior written consent of the other Party. Notwithstanding the
foregoing, nothing herein shall preclude an Assignment by any Party to a Party's
affiliated subsidiary or parent company.
12.3 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of California applicable to
agreements between California residents entered into and to be performed
entirely within California, without reference to conflict of law principles. Any
dispute or claim arising out of this Agreement will be resolved by binding
arbitration in the city and state of Denver, Colorado in accordance with the
complex commercial litigation rules of the American Arbitration Association. The
arbitrator shall not limit, expand or modify the terms of the Agreement nor
award damages in excess of compensatory damages, and each Party waives any claim
to such excess damages. Notwithstanding the arbitrator will have the power to
grant any form of relief, including preliminary and permanent injunctive relief,
which a judge in California with jurisdiction could fashion, and judgment on any
award may be entered in any court in California with jurisdiction. Nonetheless,
the Parties may seek temporary or permanent
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injunctive relief from any court in California with jurisdiction without
breaching this Section 12.3 or otherwise abridging the authority of the
arbitrator.
12.4 Severability. If any provision of this Agreement is found
invalid or unenforceable, that provision will be enforced to the maximum extent
permissible and the other provisions of this Agreement will remain in force.
12.5 Force Majeure. Except for payments due under this Agreement,
neither party will be responsible for any failure to perform due to causes
beyond its reasonable control (each a "Force Majeure"), including, but not
limited to, acts of God, war, riot, embargoes, acts of civil or military
authorities, denial of or delays in processing of export license applications,
fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that
such party gives prompt written notice thereof to the other party. The time for
performance will be extended for a period equal to the duration of the Force
Majeure, but in no event longer than sixty days.
12.6 Notices. All notices under this Agreement will be deemed given
when delivered personally, or sent by confirmed facsimile transmission, or sent
by certified or registered U.S. mail or recognized express courier, return
receipt requested, to the address as first shown on this Agreement or as may
otherwise be specified by either party to the other in accordance with this
section.
12.7 Independent Contractors. The Parties to this Agreement are
independent contractors. There is no relationship of partnership, joint venture,
employment, franchise, or agency between the Parties. Neither party will have
the power to bind the other or incur obligations on the other's behalf without
the other's prior written consent.
12.8 Waiver. No failure of either party to exercise or enforce any
of its rights under this Agreement will act as a waiver of such rights.
12.9 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be enforceable against the party executing such counterpart, and all of
which together shall constitute one instrument.
12.10 Entire Agreement
This Agreement and its exhibits are the complete and exclusive agreement
between the Parties with respect to the subject matter hereof, superseding and
replacing any and all prior agreements, communications, and understandings (both
written and oral) regarding such subject matter. This Agreement may only be
modified, or any rights under it waived, by a written document executed by both
Parties.
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The Parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.
XXXXXX CORPORATION SKYSTREAM CORPORATION
Signature: /s/ XXX X. XXXXXX Signature: /s/ XXXXX XXXX
--------------------------------- -----------------------
Name: Xxx Xxxxxx Name: Xxxxx Xxxx
-------------------------------------- ----------------------------
Title: Vice President of Systems Integration Title: Vice President of Marketing
------------------------------------- ---------------------------
Date: 4/18/99 Date: 4-18-99
------------------------------------- ---------------------------
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
------------------------------------- ---------------------------
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EXHIBIT A - END USER SOFTWARE LICENSE
SKYSTREAM CORPORATION
END USER SOFTWARE LICENSE
SOFTWARE LICENSE AND WARRANTY
ATTENTION!
Use of the software program on the enclosed disks and/or installed on the
computer is subject to the terms of the License Agreement printed on the license
card, in the license booklet, or in the user documentation. You should not use
this software until you have read the License Agreement.
By using the software, you signify that you have read the License Agreement and
accept its terms.
LICENSE
SKYSTREAM hereby grants to the Customer a limited, non-exclusive license to use
the Software provided solely on the terms and conditions contained herein.
"Software" means each software program provided by SKYSTREAM in machine
readable, object, printed or interpreted form.
LIMITATIONS ON USE
The Software is licensed to the Customer solely for Customer's internal use on
the purchased SKYSTREAM equipment and may not be used for any other purpose or
application.
The customer is licensed to use the Software only on the designated SKYSTREAM
equipment. The Software may not be used by Customer on any other computer, on
any other SKYSTREAM or similar equipment, or at any other location, except as
agreed by SKYSTREAM in writing.
Customer will not:
- Copy all or any part of the Software, except that Customer may make one copy
of the Software solely for backup purposes for its own exclusive use, provided
that customer shall reproduce and include on such backup copy SKYSTREAM's
proprietary rights notices.
- Use, print, copy, modify or display the software, in whole or in part, except
as specifically authorized by this Agreement.
- Sublicense, assign, resell, or otherwise transfer the Software to any third
party except in connection with the permanent transfer of the SKYSTREAM
equipment with which the Software was shipped or for which the Software
upgrade was purchased. In the case of such a permanent transfer, Customer must
not retain any copies of the Software, must transfer all the Software,
including any upgrades or prior versions of the Software, and the recipient
must agree to the terms of this Software license.
- Reverse engineer, duplicate or otherwise reproduce the Software.
24
29
EXHIBIT A (CONTINUED)
Customer acknowledges that this Agreement does not grant to Customer, and
Customer will not acquire hereby, any rights to patents, copyrights, trade
secrets, trade names, trademarks (whether registered or unregistered), or any
other proprietary rights in or to the Software, all of which are expressly
retained by SKYSTREAM.
Customer acknowledges that the laws and regulations of the United States may
restrict the export and re-export of the Software or media in any form without
appropriate United States and foreign government approval.
If Customer is a unit or agency of the United States Government or is acquiring
the Software and Documentation for any such unit or agency, the following apply:
o If the unit or agency is the Department of Defense (DOD), the Software and
its accompanying documentation are classified as "commercial computer
software" and "commercial computer software documentation," respectively,
and, pursuant to DFAR Section 227.7202, the Government is acquiring the
Software and such documentation with terms of the Agreement.
o If the unit or agency is other than DOD, the Software and its accompanying
documentation are classified as "commercial computer software" and
"commercial computer software documentation," respectively, and pursuant to
FAR Section 12.212, the Government is acquiring the Software and such
documentation in accordance with the terms of this Agreement.
WARRANTY
SKYSTREAM makes no warranty, express or implied, in connection with the
Software, including the results and performance thereof, including without
limitation any implied warranties of merchantability or fitness for a
particular purpose or non-infringement.
LIMITATION OF LIABILITY
The maximum liability of SKYSTREAM to Customer for damages relating to this
agreement for any and all causes whatsoever, and Customer's maximum remedy,
regardless of the form of action, whether in contract, tort or otherwise, shall
be limited to the total fees paid by Customer to SKYSTREAM hereunder. In no
event shall SKYSTREAM be liable for any lost data or content, lost profits, or
business interruption, or for any indirect, incidental, special,
consequential, exemplary or punitive damages arising out of or relating to the
Software provided hereunder, even if SKYSTREAM has been advised of the
possibility of such damages.
TECHNICAL SUPPORT
For technical support, contact SKYSTREAM Customer Support through the World Wide
Web (xxx.XXXXXXXXX.xxx) or via e-mail (xxxxxxx@XXXXXXXXX.xxx).
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EXHIBIT B - PRODUCTS
PRODUCTS
PRODUCTS TO BE COVERED UNDER THIS AGREEMENT:
PRODUCT DESCRIPTION
DBN-35 ATSC Data Broadcast Injector
DBN-35J ATSC Data Broadcast Injector System with JetStream Express Data
Broadcasting Software
All Xxxxx 0, 2, and 3 upgrades as defined in the SkySupport agreement listed in
Exhibit D.
SOFTWARE RELEASES TO BE COVERED UNDER THIS AGREEMENT:
SkyStream software release 1.3 and successor versions thereof
All JetStream Express Server software modules. Note: There is a JetStream
Client software module that is to be licensed to the manufacturer of the DTV
receiver, which is not a part of this Agreement.
This agreement covers the JetStream Express Server software only. XXXXXX or
XXXXXX' End user are responsible for supplying a computer system on which the
licensed software will execute The specification of the computer must meet the
following minimum requirements:
Pentium 200MHz, 4GB HD, 64MB RAM, Windows NT 4.0, TCP/IP connection to the
Internet
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EXHIBIT C - PERFORMANCE CRITERIA
PERFORMANCE CRITERIA FOR PERIOD BETWEEN EFFECTIVE DATE AND DECEMBER 31, 1999:
XXXXXX MARKET SHARE REQUIREMENT
By December 31, 1999, XXXXXX must have achieved a [*]% market share of the U.S.
ATSC call letter stations that have purchased a Data Broadcast Solution. This
will be measured by a report that will be generated by both Parties that lists
the number of television stations broadcasting digitally, their status on data
broadcast, and the XXXXXX wins in that set. XXXXXX' market share shall be
calculated as a fraction, the numerator of which is the number of XXXXXX wins
and the denominator of which is the number of U.S. ATSC call letter stations
that have adopted a Data Broadcast Solution.
XXXXXX MARKETING REQUIREMENT
By December 31, 1999, Xxxxxx must have placed at least [*] ads for Products in
national trade magazines (e.g., TV Technology, Broadcast Engineering, Digital
Television), and one direct mailing campaign to key decision makers in the
Exclusive Market.
MINIMUM PURCHASE REQUIREMENT
Under no circumstances will the total purchases from Xxxxxx be for less than [*]
units from the Effective Date to December 31, 1999.
* 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.
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EXHIBIT D - SKYSUPPORT PLAN AND PRODUCT/SERVICE PRICING
SKYSUPPORT PLAN
SKYSUPPORT
SERVICE PLAN
FOR DIRECT CUSTOMERS
PROVIDING WORLD-CLASS CUSTOMER SERVICE AND SUPPORT FOR THE
SKYSTREAM INTEGRATOR FAMILY OF PRODUCTS
VERSION 2.2
FEBRUARY 1999
SKYSUPPORT
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EXHIBIT D (CONTINUED)
CUSTOMER SERVICE PLAN FOR DIRECT CUSTOMERS
SkySupport is a customer service plan that offers world-class support to
SkyStream customers domestically and internationally. SkyStream offers a program
whereby the greatest effort is placed in fast response time to any issues that
emerge, 24 hours a day, and 7 days a week. SkyStream also employs proactive
efforts to keep SkySupport customers abreast of any new product developments or
code changes.
Because of the evolutionary architecture of the SkyStream Integrator series,
customers may find it useful to gradually add hardware or software features to
the base product. Customers can also purchase feature additions or an add-on
card for additional functionality. SkyStream offers all SkySupport customers
the opportunity to upgrade their products, even after the units are installed
in the field.
The SkySupport customer service plan is available to all direct customers of
SkyStream. The plan is supported on a per-unit basis, and is renewed annually.
SkySupport customers are also eligible to purchase product upgrades or training
for additional charges. This renewable 1-year plan (after ship date) shall
include the following three categories of support:
1. ULTRA-FAST RESPONSE TIME
2. PRODUCT UPGRADES
3. SKYSTREAM'S PRODUCT TRAINING PROGRAM
The SkySupport Service Plan is initially ordered at same time that the
equipment is purchased. SkySupport service is renewed automatically, unless
otherwise noted by the customer, every 12 months at the standard service rate
(per the most recent price list).
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SkyStream, XXXXXX CONFIDENTIAL printed on 04/17/99
EXHIBIT D (CONTINUED)
SKYSUPPORT 3-POINT CUSTOMER SERVICE PLAN
1. ULTRA-FAST RESPONSE TIME
- GUARANTEED ADVANCED PARTS REPLACEMENT, SHIPPED OVERNIGHT ON THE NEXT BUSINESS
DAY
SKYSTREAM WILL SHIP ADVANCE REPLACEMENT PARTS THE NEXT BUSINESS DAY.
- TELEPHONE SUPPORT, 24 HOURS PER DAY, 7 DAYS PER WEEK (24x7)
Access to SkyStream Customer Service technical support personnel with a
guaranteed response time of within 4 hours of initial call.
- ELECTRONIC MAIL INQUIRIES AND RESPONSES
- REMOTE DIAGNOSTIC SERVICE (RDS)
SkyStream customer service can observe and analyze the configuration and
traffic pattern at the client's site and provide feedback to resolve
problems. Customer needs to provide SkyStream support personnel with
authorization to access the SkyStream products over a remote network for
monitoring and troubleshooting purposes.
- DOCUMENTATION
Access to product manuals, user's guides, application notes, FAQ's and
web-based troubleshooting guide on SkyStream's website via secure SkySupport
password.
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SkyStream, XXXXXX CONFIDENTIAL printed on 04/17/99
EXHIBIT D (CONTINUED)
2. PRODUCT UPGRADES
SkyStream's products have a unique architecture that allows them to receive
hardware or software upgrades while installed in the field. Upgrades can range
from simple software patches to significant feature upgrades, all of which are
best treated under the SkySupport plan. Product Upgrades come in three
different categories, and will be clearly marked in all price lists:
LEVEL 1 UPGRADE: BUG FIXES
All software bug fixes will be documented and made accessible to all SkyStream
customers. Bug fixes are software patches that repair a known problem in the
current released code. Level 1 upgrades will be available [*], as long as
customers are using supported software releases. Typically, SkyStream will
provide support for the 2 most recent releases of its software. Customers using
unsupported versions of software will need to upgrade to the latest version to
receive code fixes, and non-SkySupport customers may need to pay [*] to upgrade.
Registered SkySupport customers will be pro-actively notified via email of any
upgrade within 30 days of production release date.
LEVEL 2 UPGRADE: FEATURE IMPROVEMENTS
Level 2 upgrades include all software improvements. Software improvements are
released on an ongoing basis to improve on an existing set of functions. See the
SkyStream price list to determine which features fall into this category. These
upgrades will be provided to SkySupport customers for [*] as long as customers
are using supported software releases.
LEVEL 3 UPGRADE: FEATURE ADDITIONS AND HARDWARE UPGRADES
Feature additions and hardware add-on card upgrades will be sold via SkyStream's
upgrade price list. Feature additions include software code upgrades that add
significant functionality to the existing product specification. See the
SkyStream price list to determine which features fall into this category. Only
authorized SkySupport personnel will administer Level 3 upgrades. Registered
SkySupport customers will be pro-actively notified via email of any upgrade
within 30 days of production release date.
SkyStream's Integrator family uses a flexible architecture that allows customers
to purchase a base system for immediate requirements, with an interest to
upgrade its functionality to a new platform in the future. For example, if a
customer purchases a DBN-35 ATSC IP Data Injector, and later wishes to upgrade
the product to support CAS Injection, he can do so by paying only an upgrade fee
as opposed to buying a new system (see upgrade price list for upgrade prices).
Customers interested in
* 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.
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SkyStream, XXXXXX CONFIDENTIAL printed 04/17/99
upgrading their unit must provide SkyStream with 90 days advance notice. Only
SkySupport customers will have access to any Xxxxx 0 upgrades.
NOTE: Level 3 Upgrades are only available on same-family products (i.e. DBN 2X
is a family of products, where X can be 4, 5, 6, or other future product).
3. SKYSTREAM'S PRODUCT TRAINING PROGRAM
SkyStream offers all customers basic system operations training to the SkyStream
Integrator product family. This session will accompany any new product
installation when an authorized SkyStream field support engineer performs the
installation. For more detailed product training, SkyStream offers an additional
system maintenance training session for customer engineering or operations
personnel who require more technical knowledge and hands-on skills to work
directly with the SkyStream equipment.
There are two training modules available.
MODULE 1: SKYSTREAM SYSTEM OPERATIONS TRAINING
SkyStream provides comprehensive on-site training on the new system at the time
of system installation. Customer operations and production staff receive
training on
o System Overview/Setup
o System Operations
o Routine maintenance of the system
MODULE 2: SKYSTREAM SYSTEM MAINTENANCE TRAINING
SkyStream offers advanced training to customers that support and maintain their
SkyStream system. This training provides customers with the technical knowledge
and hands-on skills needed to use, configure, support and troubleshoot the
SkyStream system. This training is delivered at SkyStream's Corporate Training
Facility in Mt. View, CA.
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SkyStream, XXXXXX CONFIDENTIAL printed on 04/17/99
EXHIBIT D (CONTINUED)
ADDITIONAL TERMS:
1. SkySupport must be purchased at time of order placement, and must cover
the full amount of the order (i.e. if customer buys 2 DNB-xx units, he
must also buy 2 units of SkySupport).
2. SkySupport must also be purchased for any upgrades when they are ordered,
and will be added to the basic SkySupport agreement when it is to be
renewed.
3. SkyStream will register all units by serial number. Customer service
calls must be verified by actual serial number of affected unit.
4. All existing SkySupport customers' terms will be honored until expiration
of the current annual service plan. Renewals will be assessed at the rate
established in this document.
5. All returns will be handled by RMA process. SkyStream will issue an RMA
number that must accompany any product repair or return unit.
STANDARD WARRANTY
SkyStream highly recommends that all customers obtain full customer service
with the SkySupport plan. Should customers opt not to select SkySupport,
SkyStream offers a standard warranty to all direct customers. This 14-month,
non-renewable warranty (after ship date) shall include the following:
Replacement by standard delivery, FOB Mountain View, CA USA.
Product or parts repair and/or diagnosis within 30 days after receipt of
defective unit. Customer pays for shipment to SkyStream, and SkyStream pays for
shipment back to customer.
Customers are eligible to receive Xxxxx 0 xxx Xxxxx 0 xxxxxxxx xxxxxx xxx
Xxxxxxxx Period. Level 3 Upgrades are only available to SkySupport customers.
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EXHIBIT D (continued)
PRODUCT AND SKYSUPPORT PRICING
PRICE LIST 1: TRANSFER PRICES FROM SKYSTREAM TO XXXXXX
Support Fees - Year Number
-----------------------------------------------------------
Description Order Price 1 2 3 4 5+ Notes
Number --------------------------------------------------
[*] [*] [*] [*] [*]
------------------------------------------------------------------------------------------------------------------------------------
DBN-35 with standard warranty S141001 $[*] $[*] $[*] $[*] $[*] $[*]
Preferred Option: DBN-36 with SkySupport
Coverage S141001+ $[*] $[*] $[*] $[*] $[*] $[*]
S901001 pick one
DBN-35J with standard warranty S151001 $[*] $[*] $[*] $[*] $[*] $[*]
Preferred Option: DBN-36J with S151001+
SkySupport Coverage S901001 $[*] $[*] $[*] $[*] $[*] $[*]
Network system config. application $[*] $[*] $[*] $[*] $[*]
Remote access application $[*] $[*] $[*] $[*] $[*] standard
System monitor/alarm application $[*] $[*] $[*] $[*] $[*] DBN-
ATSC Addressable Sections packetization 35/35J
software default [*] . $[*] $[*] $[*] $[*] $[*] features
Dual Power Supplies $[*] $[*] $[*] $[*] $[*]
SMPTE-310 Transport Stream Input/
Output card $[*] $[*] $[*] $[*] $[*]
One 10/100 Ethernet card $[*] $[*] $[*] $[*] $[*]
Extra 10/100 Ethernet card S301402 $[*] $[*] $[*] $[*] $[*] $[*]
Watchdog/Alarm "Relay" card S304001 $[*] $[*] $[*] $[*] $[*] $[*]
Rack-Mount Assembly Kit (Rails) S804001 $[*] $[*] $[*] $[*] $[*] $[*]
RS-232 "Com" data input card (4 ports/
card) (max: 4 cards) S301004 $[*] $[*] $[*] $[*] $[*] $[*]
RS-422 "Sync" data input card
(2 ports/card) (max: 1 card) S301102 $[*] $[*] $[*] $[*] $[*] $[*] Xxxxx 0
XXX (xxxxx) data input card (max: 1 card) S301201 $[*] $[*] $[*] $[*] $[*] $[*] features
Standard data ports: 8 TCP. 8 UDP. 16 File default [*] $[*] $[*] $[*] $[*] $[*] (HW and
Any changes to standard data port (TCP, SW)
UDP, File) configuration pick one
16 TCP S502102
32 TCP S502103 $[*] $[*] $[*] $[*] $[*] $[*]
16 UDP S502201
32 UDP S502202
SkySupport Coverage Standard Warranty
12 months, renewable every year 12 months, non-renewable
telephone support, 7x24 telephone support, 5x8
access to Level 1 Features (Bug Fixes) access to Level 1 Features (Bug Fixes)
access to Level 2 Features (Feature
Improvements) access to Level 2 Features (Feature Improvements)
access to Level 3 Features (Feature Upgrades) No access to Level 3 Features (Feature Upgrades)
Next day replacement parts No replacement parts, 30-day RMA only
* 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.
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EXHIBIT E - SPARE PARTS
DBN-35 ATSC Data Broadcast Injector
DBN-35J ATSC Data Broadcast Injector System with JetStream Express Data
Broadcast Software
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EXHIBIT F -- NON-EXCLUSIVE PRODUCTS
36
