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INTEL CONFIDENTIAL
EXHIBIT 10.8
MASTER DEVELOPMENT, PURCHASING AND LICENSE AGREEMENT
BETWEEN
INTEL CORPORATION AND MARVELL SEMICONDUCTOR, INC.
This "Agreement" dated May 19, 2000 ("Effective Date") is by and between Marvell
Semiconductor, Inc., a California corporation, and its Affiliates, ("Marvell")
and Intel Corporation, a Delaware corporation, and its Affiliates, ("Intel").
RECITALS
A. Marvell manufactures and sells, among other things, data storage channel
controllers, Fast Ethernet Phy chips for switches and Gigabit Phy chips.
Intel manufactures and sells, among other things, networking devices,
including servers, network interface cards, routers, hubs, LAN switches,
Ethernet controller chips, network silicon and network processors.
B. The parties wish to set forth in this Agreement the terms and conditions
under which, during the term of this agreement (i) Intel will have the
right to purchase from Marvell certain physical layer chips known as
Gigabit Phy chips; (ii) Marvell will integrate its Gigabit Phy chip with
***** and will manufacture and sell the Integrated Gb Silicon only to
Intel; and (iii) Marvell may utilize Intel as a fab source for the
Integrated Gb Silicon.
AGREEMENT
Now therefore in consideration of the covenants stated herein, and for other
good and valuable consideration, the receipt and sufficiency of which the
parties acknowledge, the parties agree as follows:
1. DEFINITIONS
In addition to terms defined elsewhere in this Agreement, the following
capitalized terms will have the following meanings:
1.1 "Affiliate" means any entity that is directly or indirectly
controlled by, under common control with or that controls the
subject entity, where control has the meaning ascribed to such
term by the United States Securities and Exchange Commission.
1.2 "Change of Control" of a party shall be deemed to have occurred
if:
i) That party merges with or into a third party whether or
not the party is the surviving entity following such
merger and as a result of such merger holders of the
party's securities prior to the merger beneficially hold
less than 51% of the capital stock of the surviving entity
of such merger; or
ii) That party becomes a Subsidiary of a third party; or
iii) A third party acquires all or substantially all of that
party's assets.
For the purposes of this definition of Change of Control,
in connection with Marvell, "party" means Marvell
Technology Group Ltd., a Bermuda corporation, or Marvell
Semiconductor, Inc., or both.
1.3 "FCS" or First Customer Shipment means the date on which Intel
first makes generally available for purchase Integrated Gb
Silicon, which shall be on or about the date defined in Exhibit
D, Attachment #3 at III-8, including additional time required for
potential additional steppings of the
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INTEL CONFIDENTIAL
Integrated Gb Silicon required to meet the specifications defined
in Exhibit D, as required by Attachment #3 at III-7 of Exhibit D.
1.4 "Integrated Gb Silicon" means a single chip in which the Intel
***** and the Marvell Gb Phy are integrated.
1.5 "Intel *****" means the Gigabit Ethernet ***** that Intel has
developed.
1.6 "Intel ***** Technology" means the netlist, cell libraries,
tools, test vectors, other documentation and specific
deliverables from Intel to Marvell listed in Attachment #3 of
Exhibit D for the Intel ***** that Marvell may reasonably need to
integrate the Marvell Gb Phy with the Intel *****. Intel *****
Technology shall not be defined to include the Intel ***** design
itself.
1.7 "Intellectual Property Rights" means, collectively, Patents,
Trade Secrets, Copyrights, mask works and all other intellectual
property rights and proprietary rights, excluding trademarks,
whether arising under the laws of the United States or any other
state, country or jurisdiction, now or hereafter existing. For
purposes of this Agreement: (a) "Patents" means all patent rights
and all right, title and interest in all letters patent or
equivalent rights and applications, including any reissue,
extension, division, continuation, or continuation-in-part
applications throughout the world, now or hereafter existing; (b)
"Trade Secrets" means all right, title and interest in all trade
secrets and trade secret rights arising under common law, state
law, federal law or laws of foreign countries, now or hereafter
existing; and (c) "Copyrights" means all copyrights, and all
right, title and interest in all copyrights, copyright
registrations and applications for copyright registration,
certificates of copyright and copyrighted interests throughout
the world, and all right, title, and interest in related
applications and registrations throughout the world, now or
hereafter existing.
1.8 "***** or "*****" means a ***** on which the functionality of a
***** is integrated in the form a chip or chipset.
1.9 "*****" means *****.
1.10 "MFC" as it pertains to either the Marvell Gb Phy or the
Integrated Gb Silicon shall have the respective meanings set
forth on Exhibit A attached hereto.
1.11 *****" means the code name for the project that will manage and
produce the Integrated Gb Silicon.
1.12 *****" means a ***** that connects a ***** or other computing
device to a network.
1.13 "Marvell Gigabit Phy" or "Marvell Gb Phy" means the stand-alone
Ethernet physical layer chip developed by Marvell designed to
operate at Gigabit speed, otherwise known as the "Alaska(TM)"
Chip and all fixes and revisions to such chip or updates with
substantially similar architecture thereto.
1.14 "Marvell Integration Technology" means the cell libraries,
technical documentation and specific deliverables from Marvell to
Intel listed in Attachment #3 of Exhibit D that Intel may
reasonably need to convert Intel ***** elements to permit Marvell
to make the Integrated Gb Silicon. Marvell Integration Technology
shall not be defined to include the Marvell Gb Phy design itself.
1.15 "Phy" means physical layer device.
1.16 "SOW" means statement of work, a document that reflects a project
or set of projects to be undertaken by both parties.
1.17 "Subsidiary" means with respect to a party any corporation,
partnership or other entity, now or hereafter existing, (i) more
than percent (50%) of whose outstanding shares or securities
entitled to vote for the election of directors or similar
managing authority is directly or indirectly owned or controlled
by such party or (ii) that does not have outstanding shares or
securities but more than fifty percent (50%) of whose ownership
interest representing the right to make the decisions for such
entity is directly or indirectly owned or controlled by such
party.
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1.18 "Support" means telephone, e-mail and on-site consultation/support, plus
notification of and access to Updates, all as more specifically set
forth in attached Exhibit F.
1.19 "Updates" means bug fixes, additional performance improvements, cost
and/or power reduction enhancements.
2 PURCHASE RIGHTS; SUPPORT; PRODUCT MARKINGS
2.1 Purchase Rights. During the term of this Agreement, Intel will have the
right to purchase from Marvell Gb Phys and Integrated Gb Silicon on the
terms and conditions set forth in Exhibit A and Exhibit B.
2.2 Support. Marvell shall provide Support to Intel on the terms and
conditions as set forth in Exhibit F.
2.3 Product Marking. The Integrated Gb Silicon will be marked and branded as
an Intel part, as set forth in Exhibit E.
3 DEVELOPMENT OF INTEGRATED GB SILICON
3.1 Marvell agrees to use commercially reasonable efforts to develop the
Integrated Gb Silicon on the timetable and otherwise in accordance with
the SOW attached as Exhibit D. Intel agrees to provide to Marvell the
Intel ***** Technology as set forth in the SOW for the purposes of
completing such development. In addition, upon Intel's written request,
Marvell agrees to use commercially reasonable efforts to develop an
enhanced version of the Integrated Gb Silicon based on next generation
Intel ***** Technology based on a new SOW, which will be developed and
agreed upon by both parties for *****, assuming the ***** and the *****
NRE and QA conformance expenses.
3.2 Subject to the rights to terminate for convenience provided for in
Section 11 hereof, Intel agrees to use its commercially reasonable
efforts to achieve volume sales of the Integrated Gb Silicon.
4 OWNERSHIP; LICENSES; RESTRICTIONS
4.1 Ownership.
(a) Separate Ownership. Marvell retains ownership of the Marvell Integration
Technology (and all Intellectual Property Rights therein) and all
portions of the Integrated Gb Silicon separately developed by Marvell
(and all Intellectual Property Rights therein) and Intel will retain
ownership of the Intel ***** Technology (and all Intellectual Property
Rights therein) and all portions of the Integrated Gb Silicon separately
developed by Intel (and all Intellectual Property Rights therein).
(b) Joint Ownership (Other than of Patentable Inventions). Other than with
respect to jointly developed patentable inventions (which are addressed
below), Intel and Marvell will jointly own any portion of the Integrated
Gb Silicon (and all Intellectual Property Rights therein) that is
jointly developed in such a manner that, under applicable law, the
rights therein (including Intellectual Property Rights therein) are
jointly owned, but with no rights of accounting therefor. With respect
to copyrightable works, the parties do not intend that their
contributions be merged into inseparable or interdependent parts of a
unitary whole so that joint copyright ownership results. To the extent
necessary to effect such joint ownership, each party hereby assigns to
the other party an equal and undivided one-half interest in any such
jointly developed technology (and all Intellectual Property Rights,
excluding Patent rights, therein.) Each party agrees to cooperate with
the other and to execute any document reasonably necessary to carry out
the intent of this Section, including developing a list of any jointly
developed Patentable Inventions, which the parties agree shall be the
sole and definitive source to document the existence of any such jointly
owned Patentable Inventions.
(c) Patentable Inventions.
(i) Filing. To the extent there are any patentable inventions
jointly developed hereunder, if the invention relates primarily to a
Gigabit Phy chip, Marvell will have the first option
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INTEL CONFIDENTIAL
to file the patent application thereon under its own name. If the
invention relates primarily to a ***** chip, Intel will have the first
option to file the patent application thereon under its own name. If the
relevant party does not exercise its rights thereunder within the
earlier of six months or 30 days before any applicable statutory bar
date, the other party shall have the right to file such applications at
its own expense. The filing party shall, at its own cost and subject to
commercially reasonable efforts, use outside counsel to prosecute such
applications to obtain the broadest possible coverage permitted by law,
and shall permit the other party an opportunity to review and comment on
any such application prior to filing. No application shall be permitted
to issue or go abandoned without providing the other party an
opportunity to review the application and its prosecution history. In
the event the filing party elects an application to finally go
abandoned, the other party shall be given notice of such decision and
shall thereafter have the opportunity to take over prosecution of such
application at its own expense.
(ii) Ownership; Licenses under such Patents. The filing party
shall be the owner of record for any such application and the other
party shall have a fully paid-up, world-wide, nonexclusive irrevocable
license under any Patents which may issue thereunder to make, use, have
made, sell and offer for sale, and import any product or service
anywhere in the world.
4.2 Licenses.
(a) License to Marvell. Intel hereby grants to Marvell, under all of Intel's
Intellectual Property Rights embodied in the Intel ***** Technology, a
non-exclusive, nontransferable, nonsublicensable, royalty-free,
revocable (for material breach under Section 11.4 hereof) worldwide
license (i) to internally use, copy, have copied, modify and have
modified the Intel ***** Technology solely for the purposes of
developing and supporting the Integrated Gb Silicon solely for the
benefit of Intel (ii) and to manufacture, have manufactured and sell
only to Intel the Integrated Gb Silicon. In no event may Marvell
exercise the foregoing license to develop, make, use, sell or otherwise
distribute any Intel ***** Technology other than for Intel's benefit.
Marvell will have no right to make or use Integrated Gb Silicon chips
for its own use, or to sell them to anyone other than Intel. The parties
acknowledge that nothing in the foregoing is intended to restrict
Marvell from testing and validating Integrated Gb Silicon chips to the
extent necessary for the purpose of fulfilling its obligations
hereunder.
(b) License to Intel. Marvell hereby grants to Intel under all of Marvell's
Intellectual Property Rights embodied in the Marvell Integration
Technology, a non-exclusive, nontransferable, nonsublicensable,
royalty-free, revocable (for material breach under Section 11.4 hereof)
worldwide license to internally use, copy, have copied, modify and have
modified the Marvell Integration Technology solely for the purposes of
converting Intel ***** elements to such form as may be required for
Marvell to develop and manufacture the Integrated Gb Silicon. In no
event may Intel exercise the foregoing license to develop, make, use or
sell, or otherwise distribute any Marvell Integration Technology other
than for the foregoing purpose.
(c) Restriction. From the Effective Date through the end of the second
calendar quarter after FCS (the "Restriction Period"), Marvell agrees
not to deliver or license any of the Marvell Integration Technology to
any external third party under an agreement that would permit the third
party to integrate the Marvell Integration Technology with a ***** for
the purposes of developing a *****, and further agrees during the
Restriction Period not to design or otherwise enter into any work on any
chip that integrates a Marvell Gigabit Phy with a ***** for the purpose
of developing a ***** other than with Intel. Intel shall provide Marvell
with one-year prior written notice in the event Intel plans to ship an
equivalent Integrated Gb Silicon device. Upon the receipt by Marvell of
such notice from Intel, the terms of restriction against Marvell set
forth in this Section 4.2(c) shall be of no further force or effect.
(d) Have Made Rights. For purposes of exercising its have made rights
granted under Section 4.2(a), Marvell may deliver Intel ***** Technology
only to those subcontractors approved in advance in writing by Intel,
which approval shall not be unreasonably withheld. For the purposes of
exercising its have made rights granted under Section 4.2(b), Intel may
deliver Marvell Integration Technology only to those subcontractors
approved in advance in writing by Marvell,
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which approval shall not be unreasonably withheld, and then only for the
purpose of completing Intel's obligations hereunder, subject to the
further following provisions:
(i) Intel may deliver to a subcontractor only those portions of
the Marvell Integration Technology necessary for the subcontractor to
complete the relevant subcontracted project.
(ii) The subcontractor and any employee of such subcontractor
working on the subcontracted project shall be obligated to maintain the
confidentiality of the Marvell Integration Technology on terms
substantially as restrictive as the confidentiality provisions of the
CNDA identified in this Agreement and may use the Marvell Integration
Technology solely for the purposes of completing the subcontracted
project.
(iii) Prior to starting the subcontracted project, the
subcontractor and any employee of such subcontractor working on the
subcontracted project must each sign a confidentiality agreement in a
form approved in advance by Marvell.
(e) Fab Limitations. Marvell shall have the Integrated Gb Silicon
manufactured only at TSMC or at such other fab as the parties may
mutually agree upon in writing.
(f) Future Rights to Manufacture. Upon Intel's advanced written request,
but no sooner than 1-calendar year after FCS, Marvell agrees to enter
into good faith negotiations to consider utilizing an Intel fab for the
manufacture of the Integrated Gb Silicon, provided that Intel's wafer
cost is materially lower than that of TSMC's (or other approved fab's)
and provided further that Intel's design rules and electrical parameters
are substantially similar to those of TSMC's (or other approved fab's)
to justify the porting of the design to such Intel fab.
5 CONFIDENTIALITY
5.1 Confidentiality and Information Exchange. The parties acknowledge and
agree that the Intel ***** Technology and the Marvell Integration
Technology constitute the Confidential Information of the disclosing
party. Except to the extent disclosure is permitted for have made rights
under Section 4.2(d) hereof, each party agrees to maintain the
confidentiality of the other's Confidential Information, as well as any
jointly owned technology, as described in Section 4.1(b), subject to and
in accordance with the terms and conditions of the form of Corporate
Non- Disclosure Agreement between the parties, number #***** dated *****
(the "CNDA"), the terms of which are incorporated herein by this
reference, and in accordance with the terms of this Agreement. The
parties agree that any of the foregoing information shall be deemed
Confidential Information without the need for express identification
under the requirements of CNDA, and that no CITR is required.
5.2 Confidentiality Regarding Agreement.
(a) The parties agree that except as may be required by law, regulation,
direction of any governmental or judicial or administrative agency, and
except as otherwise expressly permitted by this Section 5.2, any
disclosure of the existence of or any of the terms or the exhibits of
this Agreement or the relationship between the parties shall be made
only with the prior written agreement of both parties.
(b) The parties agree that they shall cooperate in good-faith to accommodate
the interests of each party in obtaining confidential treatment of the
terms and conditions of this Agreement and the exhibits hereto from the
U.S. Securities and Exchange Commission (the "SEC") in connection with
the Company's initial public offering of its shares of Common Stock (the
"IPO") pursuant to the Securities Act of 1933, as amended, (the "Act").
(c) Notwithstanding anything to the contrary set forth herein, nothing in
this Section 5 shall be deemed to provide Intel with an independent
right to block, stop, slow or otherwise prevent or hinder the Company's
IPO.
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(d) Marvell agrees that it will provide Intel with drafts of any
documents or other filings in which Marvell is required to disclose this
Agreement or any other confidential information subject to the terms of
this Agreement. With respect to such documents and filings, other than
filings with the SEC in connection with Marvell's IPO, Marvell shall
deliver such drafts to Intel at least ***** business days prior to the
filing or disclosure thereof and will make any changes to such materials
as reasonably requested by Intel to the extent permitted by law or any
rules or regulations of the SEC, or any other relevant regulatory
agency, as applicable. Notwithstanding the foregoing, in connection with
Marvell's IPO, (i) if confidential treatment is requested by Intel,
Marvell agrees to file with the SEC a request for confidential treatment
in form and substance reasonably satisfactory to Intel and to use its
commercially reasonable efforts in responding to any SEC comments to
obtain confidential treatment of such items as Intel may request, (ii)
Marvell shall cooperate with Intel in seeking such confidential
treatment, including allowing Intel to participate in any telephonic
conferences or other communications relating to such confidential
treatment with the SEC and (iii) Marvell shall provide Intel with the
opportunity to review and comment on the initial request during the
preparation thereof and the responses to any SEC comments relating
thereto, and for this purpose Marvell (A) shall provide to Intel any
such response of the SEC to such request for confidential treatment
within a reasonable period of time after receipt thereof, but in no
event more than ***** business day following such receipt and (B) shall
allow Intel a reasonable period of time (not to exceed *****) business
days (or ***** business day if the SEC response is received by Marvell
on or after the last day of the road show with respect to the Marvell
IPO)) after receiving such response from Marvell to respond thereto. The
parties agree that Marvell cannot guarantee that the SEC will grant any
request for confidential treatment. Subject to compliance with the
provisions of this paragraph (d), Marvell may disclose in its
registration statement on Form S-1 filed in connection with its IPO and
in the exhibits thereto such information, including filing such portions
of this Agreement and the exhibits hereto as the SEC may require,
following exhaustion of the confidential treatment procedure. For the
purposes of this paragraph (d), the term "exhaustion of the confidential
treatment procedure" shall mean that the examiner at the SEC has
informed Marvell that it will be unable to declare Marvell's
registration statement effective at the time requested by Marvell unless
Marvell complies with the SEC's requirements as to limitation of
confidential treatment and Marvell has notified Intel within *****
business day as provided for above. After Marvell has been so informed
by the examiner at the SEC and after Intel has had ***** business day to
respond thereto as provided for above, Marvell shall have the sole
authority to determine whether or not to comply with the SEC's response.
Marvell will not file this Agreement or the exhibits with any
governmental authority or any regulatory body, or disclose the identity
of Intel in any filing except as permitted above.
6 WARRANTIES
THE PARTIES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT
TO ANY DELIVERABLES INCLUDING THE INTEL ***** TECHNOLOGY AND THE MARVELL
INTEGRATION TECHNOLOGY ("THE DELIVERABLES"). THE PARTIES SPECIFICALLY
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. THE DELIVERABLES ARE
PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND.
7 INDEMNIFICATION
7.1 Generally. Within the limitations set out in Section 7.2, either party
("Indemnitor") will defend or settle any suit or proceeding brought
against the other (the "Indemnitee") based upon a claim that
Indemnitee's use or distribution of any of Indemnitor's technology
(Intel ***** Technology or Marvell Integration Technology, as relevant)
("Indemnified Technology") as authorized hereunder and in the form
provided hereunder infringes or misappropriates the Intellectual
Property Rights of a third party, and the Indemnitor will pay the
damages and costs finally awarded against Indemnitee up to such limits,
so long as: (i) Indemnitor is notified promptly in writing of such claim
(provided that the failure to give such notice shall only relieve
Indemnitor of its indemnity obligations hereunder if and to the extent
that such failure materially prejudices Indemnitor), or (ii)
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Indemnitor controls the defense and settlement of the claim, and (iii)
Indemnitee cooperates reasonably, and gives all necessary authority,
information and assistance to Indemnitor. Notwithstanding the foregoing,
an Indemnitor is not obligated to defend or settle any such suit and is
not obligated to pay any such damages or costs, if such claim arises out
of (i) a combination of the Indemnified Technology with technology not
supplied by the Indemnitor, except where such has no noninfringing use
other than in such combination; (ii) a modification, alteration or
amendment of the Indemnitor's Indemnified Technology. The Indemnitee
shall use commercially reasonable efforts to modify and replace any
products that are alleged to be infringing.
7.2 Limitations. Indemnitor shall not be responsible for any costs, expenses
or compromise incurred or made by Indemnitee without Indemnitor's prior
written consent. If a suit or other proceeding has been filed, or it
reasonably appears that one will be filed or that an injunction shall
issue, Indemnitor shall promptly give written notice thereof to
Indemnitee. Indemnitor may, in its sole discretion and at its own
expense, procure for Indemnitee the right to continue using the
Indemnified Technology, replace it with a non-infringing technology or
modify it so that it becomes non-infringing.
7.3 Exclusive Remedy. Except with respect to any indemnification obligations
the parties may have under the Purchasing Terms attached as Exhibit B,
the foregoing states the entire obligation and exclusive remedy of each
of the parties hereto with respect to any alleged infringement of the
Intellectual Property Rights of any third party by any product,
technology or software furnished hereunder.
8 LIMITATION OF LIABILITY AND LIABILITY CAP
8.1 Limitation. A PARTY'S LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT,
OBJECTIVELY MEASURABLE DAMAGES. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT
LIMITING THE FOREGOING, PUNITIVE, CONSEQUENTIAL, INCIDENTAL AND SPECIAL
DAMAGES) INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS
INTERRUPTIONS AND LOSS OF PROFITS, IRRESPECTIVE OF WHETHER THE PARTY HAS
ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE PARTIES
ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN
ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
8.2 Liability Cap. IN NO EVENT SHALL EITHER PARTY'S LIABILITY UNDER THIS
AGREEMENT EXCEED THE GREATER OF $200 MILLION OR THE AMOUNT PAID BY INTEL
HEREUNDER. THE PARTIES AGREE THAT THE FOREGOING LIMIT SHALL NOT APPLY TO
ACTIONS BY A PARTY FOR VIOLATIONS OF SUCH PARTY'S INTELLECTUAL PROPERTY
RIGHTS (AS SUCH RIGHTS ARE DEFINED IN SECTION 1.7 HEREOF) BY THE OTHER
PARTY.
9 DISPUTE RESOLUTION.
All disputes arising directly under the express terms of this Agreement
or the grounds for termination thereof shall be resolved as follows:
First, the senior management of both parties shall meet to attempt to
resolve such disputes. If the disputes cannot be resolved by the senior
management, either party may make a written demand for formal dispute
resolution. Within thirty (30) days after such written notification, the
parties agree to meet for one day with an impartial mediator and
consider dispute resolution alternatives other than litigation. If an
alternative method of dispute resolution is not agreed upon within
thirty (30) days after the one-day mediation, either party may begin
litigation proceedings.
10 AUDIT RIGHTS
Each party agrees to make and to maintain until the expiration of two
(2) years after the period to which they pertain, (i.e. during the time
Option #2 pricing in Exhibit A is utilized or during purchase of the
stand-alone Marvell Gb Phy), sufficient books, records and accounts
regarding each party's manufacturing and sales activities, including but
not limited to setting of the ASP by Intel or the Marvell Product Cost
by Marvell in accordance with Exhibit A, in order to confirm accurate
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calculation of compensation hereunder and thereunder. A party shall have
the right, upon reasonable notice, during the other party's normal
business hours, and not more than once every twelve (12) months during
the term hereof and upon termination of this Agreement (and one-year
thereafter) and upon completion of all product deliveries and sales
hereunder of the Marvell Gb Phy and the Integrated Gb Silicon, to
appoint a nationally recognized certified public accountant reasonably
acceptable to the other party who agrees to be bound to confidentiality
protections acceptable to such other party to examine such books,
records and accounts, to verify such party's reports on the amount of
payments made to the other party under this Agreement. Such auditor
shall be instructed to report only as to whether there is a discrepancy
and if so, the amount of such discrepancy. If any such examination
discloses a shortfall or overpayment in the fees due to the party, the
appropriate party shall reimburse the other party for the full amount of
such shortfall or overpayment. Moreover, in the event the amount of
shortfall or overpayment exceeds the greater of $50,000 or 5% of the
amount due or paid, as the case may be, during the period under review,
the non-auditing party shall reimburse the auditing party for the cost
and expenses incurred in connection with such audit.
11 TERM AND TERMINATION
11.1 Term. Unless earlier terminated or extended on the terms of this Section
11, this Agreement will expire two years after the Intel FCS of the
Integrated Gb Silicon. The Purchasing Terms shall survive for two years
after expiration of this Agreement.
11.2 Extension. By mutual written agreement, delivered at least 30 days
before the end of the Agreement, the parties may seek to extend this
Agreement.
11.3 Termination for Convenience.
(a) At anytime after FCS, Intel may terminate this Agreement without
cause at any time upon 1-year advance written notice to Marvell. During
such 1-year notice period, Intel shall be required to purchase from
Marvell 100% of Intel's volume requirements for any single chip device
in which a ***** and a Gigabit Phy are integrated.
(b) Upon 30 days written notice to Marvell, Intel may terminate this
Agreement without cause, upon the failure to complete ***** of the
Integrated Gb Silicon within 60 days after the milestone date set forth
at item II-20 in Attachment #3 in the attached Exhibit D for achieving
the ***** or no later than *****.
(c) Upon 30 days written notice to Marvell, Intel may terminate this
Agreement without cause, upon the failure to complete FCS of the
Integrated Gb Silicon within 60 days after the milestone date set forth
in item III-8 in Attachment #3 in the attached Exhibit D or no later
than *****.
(d) Notwithstanding Section 11.3 (c), once a "Go" decision has been made
by Intel and Marvell to proceed in accordance with the acceptance
requirements of item III-6 of Attachment #4 from Exhibit D, Intel shall:
(i) be required to complete *****; (ii) be required to purchase from
Marvell 100% of Intel's volume requirements for any single chip device
in which a ***** and a Gigabit Phy are integrated as provided for in
Section 3 of Exhibit A; and, (iii) not be permitted to terminate this
Agreement under Section 11.3 (c) above.
(e) Upon delivery of a notice of a termination for convenience pursuant
to this Section 11.3, the terms and conditions of restriction against
Marvell set forth in Section 4.2(c) hereof shall be of no force or
effect.
11.4 Termination for Cause. Subject to the parties exhaustion of the dispute
resolution process through mediation as set forth in Section 9, either
party may thereafter terminate this Agreement if:
11.4.1 the other party breaches any material provision of this Agreement (for
purposes of this Agreement, a failure to pay any material amounts owing
shall be considered a material breach) and fails to remedy such breach
within thirty (30) days after the receipt by the breaching party of the
non-breaching party's written notice of such breach (or, if such breach
cannot be remedied in
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that time, failure to commence remedial procedures reasonably
satisfactory to the non-breaching party within such 30-day time frame);
or
11.4.2 the other party dissolves, becomes insolvent or makes a general
assignment for the benefit of its creditors; or
11.4.3 a voluntary or involuntary petition or proceeding is commenced by or
against the other party under the Federal Bankruptcy Act or any other
statute of any state or country relating to insolvency or the protection
of the rights of creditors, or any other insolvency or bankruptcy
proceeding or other similar proceeding for the settlement of the other
party's debt is instituted; or
11.4.4 A receiver of all or substantially all of the property of the other
party is appointed.
Except as expressly limited by this Agreement, termination of this
Agreement under this Section 11 will be without prejudice to any other
remedy that may be available to a party under applicable law.
11.5 Notification and Change of Control
11.5.1 Unless illegal under applicable law, rule, regulation, dictate, mandate
or release of a governmental or regulatory agency with jurisdiction over
such transaction, Marvell shall provide Intel with written notice of any
unsolicited offer (written or oral) from any third party for a proposed
Change of Control, which Marvell is seriously considering or plans to
seriously consider, as evidenced by a resolution of Marvell's Board of
Directors to such effect. Any such notice shall be delivered to Intel as
soon as reasonably practicable and without delay. Such notice shall set
forth the identity or identities of the third party involved, so long as
such disclosure is not illegal under applicable law rule, regulation,
dictate, mandate or release of a governmental or regulatory agency with
jurisdiction over such transaction.
11.5.2 Not later than thirty (30) days from the announcement of an intended
Change of Control, Marvell shall use commercially reasonable efforts to
have an officer of the acquiring company (1) send a written confirmation
to Intel that the acquiring company shall support its contractual
obligations and (2) meet with Intel management to discuss the transition
and commitment to the Marvell obligations.
11.5.3 In connection with a Change of Control, Intel will retain a right to
cancel any applicable SOW(s) without further obligations (other than
paying for that portion of the phase which is not then complete) and a
right to assign the Agreement pursuant to Section 12.7.
11.5.4 Following a Change in Control, during any period of time that
development work is occurring under a SOW, Intel will have the right to
approve of ***** in the project, which such approval shall not be
unreasonably withheld. Intel's basis for the rejection of a proposed
change by Marvell in ***** may be based on the ***** qualifications
only.
11.5.5 Notwithstanding anything to the contrary set forth herein, nothing in
this Section 11.5 shall be deemed to provide Intel with an independent
right to block, stop, slow or otherwise prevent or hinder a Change of
Control Transaction.
11.6 Survival. The parties' rights and obligations under Sections 1, 2; 4.1;
4.2(a)(but only to the extent necessary to support Marvell's obligations
under Section 2, if any); 4.2(c) (unless already expired by its terms);
5; 6; 7; 8; 9; 10 (to the extent set forth therein); 12 (except for
12.1, if it has expired by its terms) will survive any expiration or
termination of this Agreement.
12 GENERAL PROVISIONS
12.1 *****. During the term of this Agreement, neither party shall ***** any
networking technical, marketing or sales *****, if such technical,
marketing or sales ***** pursuant to this Agreement, for
Master Agreement Page 9
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INTEL CONFIDENTIAL
the purpose of *****. In the event any such ***** in response to a *****
or ***** which was not instructed to ***** shall provide notice of such
***** to the other within thirty days after such *****.
12.2 Notice. Unless otherwise agreed to by the parties, all notices required
under this Agreement shall be deemed effective when received and made in
writing by either (i) registered mail, (ii) certified mail, return
receipt requested, or (iii) overnight mail, addressed and sent to the
attention:
---------------------------------------------------------------------
For Marvell: For Intel
Marvell Semiconductor, Inc. Intel Corporation
Attn: Chief Executive Officer 2200 Mission College Blvd
645 Almanor Avenue Santa Clara, CA 95052
Sunnyvale, CA 94086 Attention: General Counsel
With a copy to: With a copy to:
Marvell Semiconductor, Inc. Intel Corporation
Attn: General Counsel Mail Stop JF3-149
645 Almanor Avenue 2111 NE 25th Avenue
Sunnyvale, CA 94086 Hillsboro, Oregon 97214
Attn: Post Contract Management
---------------------------------------------------------------------
Either party may give written notice of a change of address and, after
notice of such change has been received, any notice or request shall
thereafter be given to such party at such changed address.
12.3 Payment Address: Payments to be made hereunder shall be addressed and
sent to the attention:
----------------------------
For Marvell:
Marvell Semiconductor, Inc.
645 Almanor Avenue
Sunnyvale, CA 94086
----------------------------
Either party may give written notice of a change of address and, after
notice of such change has been received, any notice or request shall
thereafter be given to such party at such changed address.
For the purposes of administering the Gross Margin Sharing, Marvell will
provide the address for the packaging house at a later date.
12.4 Independent Contractor. Each party is and shall remain an independent
contractor with respect to all performance rendered pursuant to the
terms of this Agreement and exhibits hereto. Neither party nor any
employee thereof shall be considered an employee or agent of the other
party for any purpose and shall have no authority to bind or make
commitments on behalf of such other party for any purpose and shall not
hold itself or themselves out as having such authority. Nothing within
this Agreement shall be construed as establishing a partnership, joint
venture, or any other entity jointly owned or controlled by the parties.
12.5 Compliance with Laws. Each party shall, at its own expense, comply with
any governmental law, statute, ordinance, administrative order, rule or
regulation relating to its duties, obligations and performance under
this Agreement and the exhibits hereto and shall procure all licenses
and pay all fees and other charges required thereby.
12.6 Force Majeure. Neither party shall be held liable for failure to fulfill
its obligations other than payment obligations under this Agreement, if
the failure is caused by flood, extreme weather, or other acts of God or
natural calamity, fire, theft, war, riot, embargo, earthquake, acts of
Master Agreement Page 10
<PAGE> 11
INTEL CONFIDENTIAL
governmental agency or military authority, or similar causes beyond the
control of such party, and the term for performance shall be increased
to a reasonable period of time.
12.7 Assignment. Neither party may sell, transfer, assign, or delegate in
whole or in part this Agreement, or any rights, duties, obligations or
liabilities under this Agreement, without the prior written consent of
the other party. Notwithstanding the foregoing, this Agreement may be
assigned in the event of a Change of Control. Certain notice and other
obligations must be met in the event of a Change of Control, as set
forth in Section 11.5 above. This Agreement will inure to the benefit of
and be binding upon each party's permitted successors and assigns.
12.8 Governing Law; Personal Jurisdiction and Venue. Any claim arising under
or relating to this Agreement shall be governed by the internal
substantive laws of the State of California or federal courts located in
California, without regard to principles of conflict of laws. Each party
hereby agrees to personal jurisdiction and venue in the courts of the
State of California, county of Santa Clara for all disputes and
litigation arising under or relating to this Agreement.
12.9 No Other Rights. This Agreement shall not be construed to grant any
rights by implication, estoppel, or otherwise, that are not granted
through its express provisions.
12.10 Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions
of this Agreement will remain In full force and effect and shall be
interpreted, to the extent possible, to achieve its purposes without the
invalid, illegal or unenforceable provision.
12.11 Duplicate Originals. This Agreement shall be executed in duplicate
originals, which shall constitute one Agreement.
12.12 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous
agreements, oral or written, and all other communications relating to
the subject matter of this Agreement. Any terms contained in purchase
orders, invoices, acknowledgments, shipping instructions, or other forms
shall be void and of no effect.
12.13 Modification. No alteration, amendment, waiver or any other change in
any term or condition of this Agreement will be valid or binding on
either party unless such has been mutually assented to in writing by
authorized representatives of both parties.
12.14 Waiver. The failure of either party to enforce at any time any of the
provisions of this Agreement, or the failure to require at any time
performance by the other party of any of the provisions of this
Agreement, shall in no way be construed to be a present or future waiver
of such provisions, nor in any way affect the right of either party to
enforce each and every such provision thereafter. The express waiver by
either party of any provision, condition or requirement of this
Agreement shall not constitute a waiver of any future obligation to
comply with such provision, condition or requirement or constitute a
waiver of any other provision of this Agreement.
12.15 Export. Neither party shall export, either directly or indirectly, any
product, service or technical data or system incorporating such Items
without first obtaining any required license or other approval from the
U. S. Department of Commerce or any other agency or department of the
United States Government. In the event any product is exported from the
United States or re-exported from a foreign destination by either party,
that party shall ensure that the distribution and export/re-export or
import of the product is in compliance with all laws, regulations,
orders, or other restrictions of the U.S. Export Administration
Regulations and the appropriate foreign government. Both parties agree
that neither it nor any of its subsidiaries will export/re-export any
technical data, process, product, or service, directly or indirectly, to
any country for which the United States government or any agency thereof
or the foreign government from where it is
Master Agreement Page 11
<PAGE> 12
INTEL CONFIDENTIAL
shipping requires an export license, or other governmental approval,
without first obtaining such license or approval.
12.16 Taxes. All applicable taxes and other charges such as duties, customs,
tariffs, imposts, and government imposed surcharges shall be stated
separately within invoices and each party shall be responsible for the
payment of such taxes and other charges for which it is legally
responsible. In the event that a party is prohibited by law from
remitting payments unless it deducts or withholds taxes therefrom on
behalf of the local taxing jurisdiction, then that party shall duly
withhold such taxes and shall remit the remaining net invoice amount to
the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
INTEL CORPORATION MARVELL SEMICONDUCTOR, INC.
By: _________________________________ By:_________________________________
Printed Name: _______________________ Printed Name: ______________________
Title: ______________________________ Title: _____________________________
Date: _______________________________ Date: ______________________________
EXHIBITS:
Exhibit A Compensation
Exhibit B Purchasing Terms
Exhibit C Purposely Blank
Exhibit D Statement of Work for *****
Exhibit E QA Requirements
Exhibit F Support Requirements
Master Agreement Page 12
<PAGE> 13
INTEL CONFIDENTIAL
EXHIBIT A - COMPENSATION
1) GENERALLY. Intel will purchase from Marvell the Marvell Gb Phy and
Integrated Gb Silicon under the purchasing terms in Exhibit B. The
prices paid for such products are specified below in this Exhibit A.
A) MFC - MARVELL GB PHY. Marvell agrees that the price it charges to
Intel for a stand-alone Marvell Gb Phy will not be more than that
price that Marvell has charged or will charge any other customer
for the same product, MFC, provided that:
i) The Marvell Gb Phy represents ***** or greater of Gigabit
Phy unit shipments by Intel in the prior calendar quarter.
B) MFC - INTEGRATED GB SILICON. Marvell agrees that the price it
charges to Intel for the Integrated Gb Silicon will not be more
than that price Marvell has charged or will charge any other
customer for the same or equivalent product with a ***** size and
*****, MFC, provided that:
i) The Integrated Gb Silicon represents *****% of Integrated
*****/Phy unit shipments by Intel in the prior calendar
quarter.
c) If Marvell provides lower pricing to another customer as set
forth above, then Intel shall pay such lower price. Intel will be
credited for any excess amount it paid or will pay from the date
such customer paid the more favorable price until the termination
of such favorable pricing.
2) INTEL PURCHASE OF MARVELL GB PHY
a) Intel can purchase from Marvell a fully packaged, validated,
tested and standards-compliant stand-alone Marvell Gb Phy.
b) Starting in Q4 2000+, Intel will pay per unit prices based on the
schedule provided below, where the volume percentage indicates
the percentage that the Marvell Gb Phy represents out of all
Gigabit Phys expected to be purchased by Intel during such
calendar quarter. The provisions of this Section 2 b) of this
Exhibit A shall be subject to the Audit Rights provisions of
Section 10 of the main text of the Agreement and prices will be
adjusted as appropriate to reflect actual purchases. Intel will
pay per unit prices for Q2 2000 and Q3 2000 as set forth in Table
1 below,*****.
TABLE 1
<TABLE>
<CAPTION>
VOLUME PERCENTAGE Q2 2000 Q3 2000 Q4 2000+
----------------------------- --------------------------- -------------------------- ---------------------------
<S> <C> <C> <C>
0-*****% $*****.00 $*****.00 $*****.00
*****%-*****% $*****.00 $*****.00 $*****.00
*****%-*****% $*****.00 $*****.00 $*****.00
*****%+ $*****.00 $*****.00 $*****.00
</TABLE>
c) This schedule represents the maximum per unit amount Intel will
pay Marvell.
d) The parties agree to review pricing on a quarterly basis.
Compensation Page 1
<PAGE> 14
INTEL CONFIDENTIAL
3) INTEL PURCHASE OF INTEGRATED GB SILICON
Intel will be required to purchase from Marvell 100% of Intel's volume
requirements for any single chip device in which a ***** and a Gigabit
Phy are Integrated from the Effective Date through one year after FCS
and up to and through the one-year notification period following Intel's
delivery of a notice to Marvell of Intel's plan to ship an equivalent
Integrated device provided for in Section 4.2(c) of the main text of the
Agreement. In any calendar quarter of the term of this Agreement, Intel
will have the choice to purchase at a predetermined price set forth
below in Table 2 ("Option #1"), or to purchase under the ***** margin
sharing model defined below (Option #2). Once Intel chooses Option #2,
Intel cannot return to Option #1. Nothing herein shall be deemed to
constitute the parties as partners or to create a joint venture
relationship between the parties. At all times hereunder, the parties
agree that their relationship shall be that of customer and supplier. At
its own expense, Intel may order the production of risk wafers to
accelerate Intel's receipt by Marvell of a final production sample of
the Integrated Gb Silicon.
A) OPTION #1: PREDETERMINED PRICE Intel will purchase from Marvell, a
fully packaged, validated and tested Integrated Gb Silicon as specified
below in Table 2:
TABLE 2
<TABLE>
<CAPTION>
-------------- ----------- ------------ ----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Q1 `01 Q2 `01 Q3 `01 Q4 `01 Q1 `02 Q2 `02 Q3 `02 Q4 `02
$***** $***** $***** $***** $***** $***** $***** $*****
</TABLE>
i) This schedule represents the per-unit amount Intel will pay
Marvell for any given quarter under Option #1.
ii) If Marvell does not meet major milestones set forth in Table 3
below and item II-20 from Attachment 3 to Exhibit D, excluding
delays caused by Intel, the per-unit amount will be***** on this
schedule.
iii) Detailed purchasing terms (lead times, QA, shipping, etc), are
found in Exhibits B and E.
iv) These prices assume that Marvell integrates the Intel ***** with
the specifications set forth in Exhibit D together with an
on-chip SRAM no larger than ***** and a package equal in cost to
a typical ***** package type. In the event the actual package
cost exceeds the cost of a typical ***** package type, the price
paid in accordance with Table 2 above shall be increased by such
amount. In the event, the actual package cost is less than the
cost of a typical ***** package type, the price Intel paid in
accordance with Table 2 above shall be reduced by such amount. As
of the Effective Date, the estimated cost of the ***** package
type is between ***** and ***** .
b) OPTION #2: ***** MARGIN SHARING
Intel will purchase from Marvell a fully packaged, validated and tested
Integrated Gb Silicon based on ***** margin sharing whereby Intel and
Marvell will split the total available ***** margin dollars based on a
pre-determined percentage. It is expected that such ***** margin sharing
arrangement will enable the parties to continue to reasonably achieve
their respective financial objectives; otherwise, the parties will
consider pursuing Marvell's utilization of Intel's fabs as provided in
Section 4.2(f) of the Master Agreement.
The formula for establishing the purchase price is:
IPP = *****
Given:
Intel Purchase Price (IPP) - the price Intel pays to Marvell for
the Integrated Gb Silicon
Compensation Page 2
<PAGE> 15
INTEL CONFIDENTIAL
Intel ***** ASP (ILA) - the Average Sales Price for an Integrated
Gb Silicon sold to external companies for ***** . SEE FURTHER
DEFINITION OF ASP BELOW.
Marvell ***** Margin Sharing Percentage (M***** MSP) - the
percentage of ***** margin dollars Marvell receives from Intel -
*****
Marvell Product Cost (MPC) - Marvell's actual cost of the
fabricated wafer, wafer sort, testing, less packaging costs
Intel ***** Cost (IPC) - Intel's actual cost to ***** the
Integrated Gb Silicon
Total Part Cost (TPC) - The sum of ***** and *****
Example:
If Intel's ***** is $***** , MPC is $***** and ***** is $*****,
then ***** is $***** + $***** = $***** and IPP is:
IPP = $***** = $*****
Intel will pay Marvell $***** per Integrated Gb Silicon and
$***** to the packaging house specified in Exhibit D.
ii) "Average Sales Price" or "ASP" shall mean Intel's ***** price (which
does not include ***** for Integrated Gb Silicon sold to unaffiliated
third parties in a bona fide arm's length transaction, assuming such
products are generally available for sale to such unaffiliated, bona
fide third parties, less only: (i) discounts allowed in amounts
customary in the trade for quantity purchases and (ii) amounts allowed
or credited on returns. No deductions shall be made for ***** or for
cost of ***** . ASP shall be calculated each quarter as: ***** derived
from the Integrated Gb Silicon as described above divided by the number
of revenue earning units shipped to unaffiliated third parties.
4) QUARTERLY MEETING: Within thirty (30) days after the end of each
calendar quarter, or as the parties otherwise mutually agree, the
parties shall meet to administer the pricing, commencing one quarter
before FCS of the Integrated Gb Silicon. At Intel's option, the parties
shall meet in addition on a monthly basis to administer the pricing and
make any required Adjustments.
a) Quarterly Product Price to Intel: For the purposes of determining the
target Intel Product Price above for purposes of Section 3(b) above,
prior to the beginning of each calendar quarter, the parties shall meet
to set the target Intel Product Price for the upcoming calendar quarter.
For the purposes of such calculation, Intel shall use its best efforts
to submit a reasonable target ILA and reasonable target IPC and Marvell
shall use its best efforts to submit a reasonable target MPC. These
targets will then be used to set price for Option #2 for the upcoming
quarter. For the purposes of the very first meeting, Marvell will
provide the initial MPC based on its expected actual costs from TSMC or
Intel approved fab and Marvell and Intel working together shall provide
the then current IPC.
b) Adjustments to the Product price based on actual ASP/Costs: Within 30
days after the end of each calendar quarter, Intel shall submit its
actual ILA of the Integrated Gb Silicon to Marvell and Marvell shall
submit its actual Marvell Product Cost to Intel for the actual calendar
quarter. Such calculations shall be subject to the audit provision set
forth in Section 10 of the main text of the Agreement. Based on each
party's submissions, an adjustment to the Intel Product Price will be
made in accordance with the ***** margin sharing formula set forth above
in 3(b)(i) as set forth in the following formula:
Compensation Page 3
<PAGE> 16
INTEL CONFIDENTIAL
Adjustment = (number of Integrated Gb Silicon units shipped to
Intel) * (IPPACTUAL - IPP TARGETED ).
If the net of the Adjustments is in Intel's favor, Marvell shall
promptly issue a credit memo to Intel, and if the net of the Adjustment
is in Marvell's favor, Marvell shall invoice Intel for the net
adjustment. In no event shall the adjusted ILA for any quarterly period
be less than ***** percent ***** %) of the targeted ILA at the beginning
of the quarter. In no event shall the adjusted MPC for any quarterly
period be more than ***** percent *****%) of the targeted MPC at the
beginning of the quarter.
5) NRE FOR INTEGRATED GB SILICON
Intel will pay Marvell for certain NRE costs associated with the
development of the Integrated Gb Silicon through ***** . Fees would be
paid within 30 days according to the following schedule:
TABLE 3
<TABLE>
<CAPTION>
Milestone Payment
<S> <C>
Completion of Integrated Architecture Spec (I2) $*****
& Agreement of Program Schedule (I-8)
A0 Tape Out of Integrated Gb Silicon (II-20) $*****
Product Samples of Integrated Gb Silicon $*****
</TABLE>
In the event of a Termination for Convenience under Section 11 of the
Agreement, NRE will be pro-rated on the basis of milestone completions.
Notwithstanding the foregoing Table 3, Marvell shall be responsible for
all other NRE costs associated with any revisions of the Marvell Gb Phy
core.
Notwithstanding the foregoing Table 3, Intel shall be responsible for
all other NRE costs associated with any revisions of the Intel *****
core.
6) QA CONFORMANCE COSTS FOR THE INTEGRATED GB SILICON
Intel will reimburse Marvell for actual and reasonable costs up to
$***** associated with QA Conformance and process qualification at TSMC
as required in Exhibit F. In the event a new fab is used, Intel will
provide similar assistance. Marvell will submit copies of invoices for
such expenses and Intel shall remit payment within 45 days.
Compensation Page 4
<PAGE> 17
EXHIBIT B - PURCHASING TERMS
1. DEFINITIONS
A. "Hazardous Materials" are or contain dangerous goods, chemicals,
contaminants, substances, pollutants, or any other materials that are defined as
hazardous by relevant local, state, national, or international law, regulations,
and standards.
B. "Item" or "Items" means either the stand-alone Marvell Gb Phy or the
Integrated Gb Silicon, or both, as relevant.
C. "Purchase Order" is Intel's document setting forth specific line
Items ordered and Release information.
D. "Release" means Intel's authorization to ship in accordance with the
Intel's Purchase Order, and authorizing Marvell to ship a definite quantity of
Items to a specified schedule. The Release is contained in the Purchase Order
sent to Marvell.
2. TERM OF AGREEMENT
A. The term is as set forth in the main text of this Agreement.
B. At Intel's option, Items may be scheduled for delivery up to six (6)
months following expiration of this Agreement.
3. PRICING
A. The pricing for all Items is as set forth in the Compensation
Exhibit, Exhibit A to the main text of this Agreement.
B. All applicable taxes, including but not limited to sales/use taxes,
transaction privilege taxes, gross receipts taxes, and other charges such as
duties, customs, tariffs, imposts, and government imposed surcharges shall be
stated separately on Marvell's invoice and upon payment by Intel shall be
remitted by Marvell to the appropriate tax authority, unless Intel provides
sufficient proof of tax exemption. In the event that Intel is prohibited by law
from making payments to Marvell unless Intel deducts or withholds taxes
therefrom and remits such taxes to the local taxing jurisdiction, then Intel
shall duly withhold and remit such taxes and shall pay to Marvell the remaining
net amount after the taxes have been withheld. Intel shall not reimburse Marvell
for the amount of such taxes withheld. When property is delivered and/or
services are provided or the benefit of services occurs within jurisdictions in
which Marvell collection and remittance of taxes is required by law, Marvell
shall have sole responsibility for payment of said taxes to the appropriate tax
authorities. In the event Marvell does not collect tax from Intel, and is
subsequently audited by any tax authority, liability of Intel will be limited to
the tax assessment, with no reimbursement for penalty or interest charges unless
such failure to pay is based on Intel's claim of tax exemption or other
information provided by Intel. Each party is responsible for its own respective
income taxes or taxes based upon gross revenues, including but not limited to
business and occupation taxes.
4. INVOICING AND PAYMENT
A. Payment is made when Intel's check is mailed or EDI funds transfer
initiated. Intel shall make payment within ***** days after Intel's receipt of
the Items.
B. Original invoices or packing lists shall be submitted and shall
include: purchase agreement number from the Purchase Order, purchase order
number, line Item number, Release number, part number, complete bill to address,
description of Items, quantities, unit price, extended totals, and any
applicable taxes or other charges. All costs forwarded to Intel for
reimbursement of expenses agreed under the terms of this Agreement shall be net
of any reclaimable Value Added Taxes ("VAT") incurred on such expenses. Intel's
payment shall not constitute acceptance.
C. Marvell agrees to invoice Intel no later than ***** days after
shipment of Items. Intel will not be obligated to make payment against any
invoices submitted after such period.
Purchasing Terms Page 1
<PAGE> 18
INTEL CONFIDENTIAL
5. FORCE MAJEURE
Neither party shall be held liable for failure to fulfill its obligations other
than payment obligations under this Agreement, if the failure is caused by
flood, extreme weather, or other acts of God or natural calamity, fire, theft,
war, riot, embargo, earthquake, acts of governmental agency or military
authority, or similar causes beyond the control of such party, and the term for
performance shall be increased to a reasonable period of time. If delivery is to
be delayed by such contingencies, Marvell shall immediately notify Intel in
writing and Intel may either (i) extend time of performance; or (ii) terminate
all or part of the uncompleted portion of the Purchase Order at no cost to
Intel, except for the Integrated Gb Silicon.
6. DELIVERY, RELEASES SCHEDULING AND ALLOCATION
The management of existing accepted Releases for the stand-alone Marvell Gb Phy
will, to the extent commercially reasonable, occur in accordance with the
following table 1:
TABLE 1
<TABLE>
<CAPTION>
Days prior to Upside
delivery
<S> <C>
<30 ***** %
30 - 89 ***** %
90+ ***** %
</TABLE>
The parties agree that any charges incurred in this Section 6 will be invoiced
and paid in accordance with this Exhibit B.
A. Rescheduling and Cancellation of the Stand-Alone Marvell Gb Phy.
Intel may reschedule and cancel any Releases for the stand-alone Marvell Gb Phy
strictly in accordance with the following table 2:
TABLE 2
<TABLE>
<CAPTION>
CANCELLATION CHARGE AS
DAYS BEFORE SCHEDULED A PERCENTAGE OF THE
DELIVERY DATE RESCHEDULING RULE CANCELLATION RULE UNIT PURCHASE PRICE
--------------------- ----------------- ----------------- ----------------------
<S> <C> <C> <C>
***** No rescheduling No cancellation N/A
permitted. permitted.
***** At any time between No cancellation N/A
***** and ***** days; permitted.
Marvell must receive
notice of such request
prior to Marvell's
consignment of any
Items to a carrier;
ONLY ***** permitted,
in whole or in part, at
no additional charge to
Intel; delivery to be
rescheduled must be
rescheduled for
delivery no later than
***** days after the
originally scheduled
delivery date.
***** At any time after ***** charge to Intel, ***** %
***** days; Marvell provided that Marvell
must receive notice of receives notice of such
such request prior to cancellation on or
Marvell's consignment greater than *****
of any Items to a calendar days prior to
carrier; only ***** Marvell's consignment
permitted, in whole or of any Items to a
in part, at ***** carrier.
additional charge to
Intel; delivery to be
rescheduled must be
rescheduled for
delivery no later than
***** days after the
originally scheduled
delivery date.
</TABLE>
Purchasing Terms Page 2
<PAGE> 19
INTEL CONFIDENTIAL
B. Rescheduling and Cancellation of Integrated Gb Silicon. Intel may
reschedule and cancel any Releases for the Integrated Gb Silicon strictly in
accordance with the following table 3::
TABLE 3
<TABLE>
<CAPTION>
CANCELLATION CHARGE AS
DAYS BEFORE SCHEDULED A PERCENTAGE OF THE
DELIVERY DATE RESCHEDULING RULE CANCELLATION RULE UNIT PURCHASE PRICE
--------------------- ----------------- ----------------- ----------------------
<S> <C> <C> <C>
***** No rescheduling No cancellation N/A
permitted. permitted.
***** At any time between No cancellation N/A
***** and ***** days; permitted.
Marvell must receive
notice of such request
prior to Marvell's
consignment of any
Items to a carrier;
ONLY ***** permitted,
in whole or in part, at
***** additional charge
to Intel; delivery to
be rescheduled must be
rescheduled for
delivery no later than
***** days after the
originally scheduled
delivery date.
***** At any time after ***** receives notice In accordance with
***** days; Marvell of such cancellation on Table 4 of this Exhibit
must receive notice of or greater than ***** B.
such request prior to calendar days prior to
Marvell's consignment Marvell's consignment
of any Items to a of any Items to a
carrier; only ***** carrier.
permitted, in whole or
in part, at *****
additional charge to
Intel; delivery to be
rescheduled must be
rescheduled for
delivery no later than
***** days after the
originally scheduled
delivery date.
</TABLE>
Purchasing Terms Page 3
<PAGE> 20
INTEL CONFIDENTIAL
TABLE 4
<TABLE>
<CAPTION>
Days BEFORE SCHEDULED DELIVERY DATE CANCELLATION CHARGE AS A
PERCENTAGE OF THE UNIT PURCHASE
PRICE
------------------------------------ --------------------------------
<S> <C>
***** *****
***** *****
***** *****
***** *****
</TABLE>
* In the event TSMC or other approved fab imposes a penalty on Marvell for
cancellation of reserved capacity beyond ***** days, the parties agree to
renegotiate the cancellation charge applicable at ***** days.
C. Intel shall provide Marvell with a 6-month rolling forecast monthly
for Items.
D. Lead-time for Items shall be 90 days.
E. If for any reason Marvell discontinues the manufacture of any Item
during the term of this Agreement or within one (1) year after the final
delivery under this Agreement, Marvell shall give Intel at least ***** days
prior written notice of such Item discontinuance, during which time Intel shall
have the option to place a final Release for such Items for delivery to Intel
within an agreed upon period. If any warranty return claims are made for such
discontinued Items, then such returns will be subject to the warranty provisions
in Section 7.
F. In the event Marvell is on ***** with TSMC or another approved fab,
Marvell will use ***** efforts to ***** with TSMC or such other approved fab.
Marvell agrees to advise Intel of the development of ***** as soon as reasonably
practical, and parties will discuss in good faith Intel's participation in
trying to help secure such Items on order for Intel. If Intel has ***** at TSMC
or a mutually agreed to fab, for other Intel products, the parties will discuss
in good faith the possibility of ***** to produce the Items solely as necessary
to supply Intel with any quantities necessary to alleviate a ***** ; provided,
however, that neither party shall have any liability to the other party for any
failure to *****.
G. Notwithstanding anything else in this Agreement, failure to meet the
delivery date(s) that comply with the terms of this Agreement in the Purchase
Order for the stand-alone Marvell Gb Phy other than for force majeure, within
five (5) days after such scheduled delivery date(s), shall be considered a
material breach of contract and shall allow Intel to terminate the order for the
Marvell Gb Phy and/or any subsequent Releases in the Purchase Order without any
liability.
7 ACCEPTANCE AND WARRANTY
A. Intel may inspect and test all Items at reasonable times before,
during, and after manufacture. If any inspection or test is made on Marvell's
premises, Marvell shall provide reasonable facilities and assistance for the
safety and convenience of Intel's inspectors in such manner as shall not
unreasonably hinder or delay Marvell's performance. All Items shall be received
subject to Intel's inspection, testing, approval, and acceptance at Intel's
premises notwithstanding any inspection or testing at Marvell's premises or any
prior payment for such Items. Items rejected by Intel as not conforming to this
Agreement or Item specifications, whether provided by Intel or furnished with
the Item shall be subject to Marvell's RMA procedures.
B. Except as noted in this Section B, the warranty obligations of Intel
and Marvell are as set forth in Section 6 of the main text of the Agreement,
which such obligations the parties agree shall survive any delivery, inspection,
acceptance, payment, or resale of the Items.
Notwithstanding the foregoing, Marvell makes the following additional
warranties:
(i) The Marvell Gb Phy and the Integrated Gigabit Phy as
embodied in the Integrated Gb Silicon do not infringe any
third party's intellectual property rights;
(ii) Marvell has the necessary right, title, and interest in
and to the Marvell Gb Phy and the Integrated Gigabit Phy
as embodied in the Integrated Gb Silicon to provide the
Marvell Gb Phy and the Integrated Gigabit Phy as embodied
in the Integrated Gb Silicon to Intel, and the
Purchasing Terms Page 4
<PAGE> 21
INTEL CONFIDENTIAL
Marvell Gb Phy and the Integrated Gigabit Phy as embodied
in the Integrated Gb Silicon will be free of liens and
encumbrances;
(iii) The Marvell Gb Phy and the Integrated Gigabit Phy as
embodied in the Integrated Gb Silicon are new, and of the
grade and quality specified in Exhibit D;
(iv) The Marvell Gb Phy and the Integrated Gigabit Phy as
embodied in the Integrated Gb Silicon are free from
defects in workmanship and material, conform to all
samples, drawings, descriptions, and specifications
furnished or published by Marvell, and conform to any
other agreed-to specifications; and,
(v) The Marvell Gb Phy and the Integrated Gigabit Phy as
embodied in the Integrated Gb Silicon conform to the
manufacturing quality provisions set forth in Exhibit E;
Any software (including firmware) provided with, embedded in, or
necessary to operate the Item being purchased by Intel ("Software") will
function without error or interruption related to Date Data from more than one
century; all Date Data (whether received from users, systems, applications or
other sources) include an indication of century in each instance; and all date
output and results, in any form, shall include an indication of century in each
instance. As used herein, "Date Data" means any data or input, whether generated
within the Item or communicated to it, which includes an indication of or
reference to date.
In the event of any breach of the warranties set forth in (i) and (ii)
of this Section 7 B., Intel's sole remedy shall be the indemnification right in
Section 11 A. and B. of this Exhibit B.
Intel also makes the following additional warranties:
(vi) The Intel ***** and the Integrated Intel ***** as embodied
in the Integrated Gb Silicon sold to Intel do not infringe
any third party's intellectual property rights; and,
(vii) Intel has the necessary right, title, and interest to in
and to the Intel ***** and the Integrated Intel ***** as
embodied in the Integrated Gb Silicon to provide the Intel
***** to Marvell, and the Intel ***** is free of liens and
encumbrances
In the event of any breach of the warranties set forth in (vi) and (vii)
of this Section 7 B., Marvell's sole remedy shall be the indemnification right
in Section 11 C. and D. of this Exhibit B.
C. If Marvell breaches any of the foregoing warranties, or Items are
otherwise defective or non-conforming, during a period of ninety (90) days after
Intel's acceptance of Items, which such acceptance for purposes of this Section
7 C. shall be deemed to occur on the earlier of the actual date of such
acceptance or thirty (30) days after delivery of the Items by Marvell to Intel,
Marvell shall, at its option, promptly repair, replace, or refund the amount
paid for such Items. Marvell shall bear the cost of shipping and risk of loss of
all defective or non-conforming Items while in transit, provided that Marvell's
examination of such Items discloses to Marvell's satisfaction that such Items
are defective and such defects are not caused by accident, abuse, misuse,
neglect, alteration, improper installation, repair or alteration by someone
other than Marvell.
D. THE WARRANTIES BY MARVELL AND INTEL SET FORTH HEREIN ARE EXCLUSIVE,
AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
8 PRODUCT SPECIFICATIONS/ IDENTIFICATION/ERRATA
A. Marvell shall not modify the specifications for Integrated Gb Silicon
without Intel's written consent. Marvell shall notify Intel in advance of any
material changes in the manufacturing process, product, and packing material or
test program of the Integrated Gb Silicon as follows:
(a) ***** days advanced notice for changes requiring customer
qualification or notification; and,
(b) ***** days advanced notice for changes that do not require
customer approval.
Purchasing Terms Page 5
<PAGE> 22
INTEL CONFIDENTIAL
B. Marvell shall promptly notify Intel of any modifications of the
specifications for the Marvell Gb Phy. Additionally, Marvell shall notify Intel
in advance of any material changes in the manufacturing process, product, and
packing material or test program of the Marvell Gb Phy as follows:
(a) ***** days advanced notice for changes requiring customer
qualification or notification; and,
(b) ***** days advanced notice for changes that do not require
customer approval.
C. Marvell shall cooperate with Intel to provide configuration control
and traceability systems for Items supplied hereunder.
D. Marvell shall provide Intel with an errata list for each Item and
shall promptly notify Intel in writing of any new errata with respect to the
Items.
E. Marvell shall provide additional errata reporting as specified in
Exhibit F Support.
F. In addition to remedies provided above, Marvell shall be responsible
for Rework costs arising out of any breach of warranty provided for in Section 7
of this Exhibit B. In addition to the remedies also provided above, Intel shall
be responsible for Rework costs arising out of any breach of warranty provided
for in Section 7 of this Exhibit B. For purposes of this Exhibit B, the term
"Rework" means the process of (i) diagnosing, retrieving, and accessing a
non-conforming or defective Item; (ii) repairing such Item so that is is
conforming and free of defects and/or replacing such Item with an Item which is
conforming and free from defects, (iii) if necessary, reconfiguring an Intel or
a Marvell product to accommodate the repaired or replaced Item or the covered
Item, (iv) testing the repaired or replaced Item to ensure that the repaired or
replaced Item is conforming and free from defects; and (v) returning the Item
which is conforming and free from defects to the location where the
con-conforming or defective Item was at the time the non-conformance or defect
was discovered. For purposes of this Section 8 F. only, "Item" or "Items" shall
also be defined to include the Intel ***** and the Integrated Intel ***** as
embodied in the Integrated Gb Silicon, as applicable.
9 PACKING AND SHIPMENT/PASSAGE OF TITLE
All items shall be delivered Free Carrier ("FCA", Incoterms 2000) from Marvell's
facility in Taiwan, or otherwise as specified in the Release. In any event,
title and risk of loss shall pass to Intel at this point outside the U.S.. All
Items shall be prepared for shipment in a manner which: (i) follows good
commercial practice; (ii) is acceptable to common carriers for shipment at the
lowest rate; and (iii) is adequate to ensure safe arrival. Marvell shall mark
all containers with necessary lifting, handling and shipping information,
purchase order number, date of shipment, and the names of the Intel and Marvell.
Intel shall notify Marvell of the method of shipment and expected delivery date.
If no instructions are given, Marvell shall select the most cost effective
carrier, given the time constraints known to Marvell. Marvell shall ship only
the quantity of Items specified in the Release. Intel may return at Marvell's
expense any Items in excess of the quantity stated in the Release.
10 OWNERSHIP
SEE SECTION 4 OF THE MAIN TEXT OF THE AGREEMENT FOR CONTROLLING TERMS.
11 INTELLECTUAL PROPERTY INDEMNIFICATION
A. Marvell Obligation. Marvell will defend or settle any suit or
proceeding brought against Intel based upon a claim that Intel's use or
distribution of the Marvell Gb Phy and the Marvell Gigabit Phy as embodied in
the Integrated Gb Silicon infringes or misappropriates the Intellectual Property
Rights of a third party, and Marvell will pay the damages and costs finally
awarded against Intel up to such limits, so long as: (i) Marvell is notified
promptly in writing of such suit or proceeding, (ii) Marvell controls the
defense and settlement of the suit or proceeding, and (iii) Intel cooperates
reasonably, and gives all necessary authority, information and assistance to
Marvell (at Marvell's expense) to defend and settle the suit or proceeding.
Notwithstanding the foregoing, Marvell is not obligated to defend or settle any
such suit or proceeding and is not obligated to pay any such damages or costs,
if such suit or proceeding arises out of either: (A) a combination of the
Marvell Gb Phy or the Marvell Gigabit Phy as embodied in the Integrated Gb
Silicon with devices or programs not supplied
Purchasing Terms Page 6
<PAGE> 23
INTEL CONFIDENTIAL
by Marvell, except where such has no noninfringing use other than in such
combination; or, (B) a modification, alteration or amendment of the Marvell Gb
Phy and the Marvell Gigabit Phy as embodied in the Integrated Gb Silicon.
B. Limitations on Marvell Obligation. Marvell shall not be responsible
for any costs, expenses or compromise incurred or made by Intel without
Marvell's prior written consent. If a suit or other proceeding has been filed,
or it reasonably appears that one will be filed or that an injunction shall
issue, Marvell may, in its sole discretion and at its own expense, procure for
Intel the right to continue using the Marvell Gb Phy and the Marvell Gigabit Phy
as embodied in the Integrated Gb Silicon, replace it with a non-infringing
technology or modify it so that it becomes non-infringing, provided that the
infringement would not have occurred but for such use or combination.
C. Intel Obligation. Intel will defend or settle any suit or proceeding
brought against Marvell based upon a claim that Intel's use or distribution of
the Intel ***** as embodied in the Integrated Gb Silicon infringes or
misappropriates the Intellectual Property Rights of a third party, and Intel
will pay the damages and costs finally awarded against Marvell up to such
limits, so long as: (i) Intel is notified promptly in writing of such suit or
proceeding, (ii) Intel controls the defense and settlement of the suit or
proceeding, and (iii) Marvell cooperates reasonably, and gives all necessary
authority, information and assistance to Intel (at Intel's expense) to defend
and settle the suit or proceeding. Notwithstanding the foregoing, Intel is not
obligated to defend or settle any such suit or proceeding and is not obligated
to pay any such damages or costs, if such suit or proceeding arises out of
either: (A) a combination of the Intel ***** as embodied in the Integrated Gb
Silicon with devices or programs not supplied by Intel, except where such has no
noninfringing use other than in such combination; or, (B) a modification,
alteration or amendment of the Intel ***** as embodied in the Integrated Gb
Silicon.
D. Limitations on Intel Obligation. Intel shall not be responsible for
any costs, expenses or compromise incurred or made by Marvell without Intel's
prior written consent. If a suit or other proceeding has been filed, or it
reasonably appears that one will be filed or that an injunction shall issue,
Intel may, in its sole discretion and at its own expense, procure for Marvell
the right to continue using the Intel ***** as embodied in the Integrated Gb
Silicon, replace it with a non-infringing technology or modify it so that it
becomes non-infringing, provided that the infringement would not have occurred
but for such use or combination.
12 HAZARDOUS MATERIALS
A. If Items or any services provided hereunder include Hazardous
Materials, Marvell represents and warrants that Marvell and its personnel
providing services to Intel understand the nature of and hazards associated with
the design and/or service of Items including handling, transportation, and use
of such Hazardous Materials, as applicable to Marvell. Prior to causing
Hazardous Materials to be on Intel's property, Marvell shall obtain written
approval from Intel's Site Environmental/Health/Safety organization. Marvell
will be responsible for and indemnify Intel from any liability resulting from
the actions of Marvell or its contractors in connection with: (i) providing such
Hazardous Materials to Intel; and/or (ii) the use of such Hazardous Materials in
providing services to Intel.
B. Marvell will timely provide Intel with material safety data sheets
and any other documentation reasonably necessary to enable Intel to comply with
applicable laws and regulations.
C. Marvell hereby certifies to the best of its knowledge that Items
supplied to Intel do not contain and are not manufactured with any ozone
depleting substances, as those terms are defined by law.
13 CUSTOMS CLEARANCE
Upon Intel's request, Marvell will promptly provide Intel with a statement of
origin for all Items and with applicable customs documentation for Items wholly
or partially manufactured outside of the country of import.
14 COMPLIANCE WITH LAWS
A. Marvell shall comply with all national, state, and local laws and
regulations governing the manufacture, transportation, and/or sale of Items
and/or the performance of services in the course of this Agreement. In the
United States, these may include, but are not limited to, Department of
Commerce, Environmental Protection Agency, and Department of Transportation
regulations applicable to Hazardous Materials.
Purchasing Terms Page 7
<PAGE> 24
INTEL CONFIDENTIAL
B. Marvell represents and agrees that it is in compliance with Executive
Order 11246 and implementing Equal Employment Opportunity regulations and the
Immigration Act of 1987, unless exempted or inapplicable.
15 SPECIFIC PERFORMANCE
Notwithstanding anything else contained in this Agreement, the parties hereto
agree that failure to perform certain obligations undertaken in connection with
this Agreement would cause irreparable damage, and that monetary damages would
not provide an adequate remedy in such event. The parties further agree that
failure to deliver against accepted Purchase Orders, or to deliver confirmed
supply or pricing, are such obligations. Accordingly, it is agreed that, in
addition to any other remedy to which the non breaching party may be entitled,
at law or in equity, the non breaching party shall be entitled to injunctive
relief to prevent breaches of the provisions of this Agreement, and an order of
specific performance to compel performance of such obligations in any action
instituted in any court of the United States or any state thereof having subject
matter jurisdiction.
16 SURVIVAL
The provisions of Sections 4, 6, 7, 9 and 11 will survive any termination or
expiration of this Agreement.
17 CONTROLLING TERMS
Notwithstanding anything to the contrary set forth in this Exhibit B, in the
event of a conflict between the terms of this Exhibit B and the terms of the
main text of the Agreement, the terms of the main text of the Agreement shall
control and supercede any conflicting provisions set forth in this Exhibit B.
Purchasing Terms Page 8
<PAGE> 25
EXHIBIT D
STATEMENT OF WORK FOR *****
--------------------------------------------------------------------------------
1.0 PURPOSE
The purpose of this SOW is to set forth the terms and conditions under which
Marvell and Intel shall develop an Intel product currently known as "*****".
The parties must agree to any material changes to ***** that is encompassed in
this SOW in writing.
2.0 DEFINITIONS
<TABLE>
<S> <C>
PHY Physical Layer Device. The device/block that implements the AFE.
***** ***** The name of the logic that implements the ***** standard.
G***** Gigabit *****
AFE Analog Front End... converts digital signals to analog for input and output on physical interface
LVS Layout Verification Service
SDF Standard Delay Format.
IBIS An industry standard simulation / signal characterization model of IOs.
EEPROM Electrically Erasable Programmable Read Only Memory.
VCS Synopsys's HDL simulator product.
Modelsim Model Technology's HDL simulator product.
DB The library format of Synopsys sythesis libraries.
Synopsys Synthesis tool company. www.synopsys.com
Verilog An industry standard HDL language
HDL Hardware Design Language.
DFT Design For Test.
IO Input/Output. Typically refers to a silicon pin/pad.
RAM Random Access Memory.
DMA Direct Memory Access.
DRC Design Rule Check.
DSP Digital Signal Processor.
***** *****. This is the type of bus protocol implemented by *****.
***** Controller The logic that provides the ***** function along with DMA and a host interface (e.g. PCI).
IAS Integration Architecture Specification - is the overall system specification for ***** and will be
the reference point for all functions and features
</TABLE>
STATEMENT OF WORK FOR ***** Page 1
<PAGE> 26
INTEL CONFIDENTIAL
<TABLE>
<S> <C>
MII Media Independent Interface
GPIO General Purpose Input/Output. This is a software controllable input/output pin/pad.
GMII Gigabit Media Independent Interface
TBI Ten Bit Interface
***** *****
***** *****
***** *****
***** *****
***** *****
***** *****
***** *****
***** *****
ACPI Advanced Configuration and Power Interface: A specification developed by Intel, Microsoft, and
Toshiba for describing and enabling power management functionality provided by a computer system
***** *****
ASF Alerting Standards Form
CIM Common Information Model: DMTF standard for management data schema
DAC Dual Address Cycle
IAS Integrated Architecture Specification: Document of design requirements for integrating the *****
and PHY.
***** *****
MCM Multi-Chip Module
MOF Management Object Format: A format for storing management data.
PXE Pre-boot eXecution Environment.
UTP Unshielded Twisted Pair.
WBEM Web Based Enterprise Management: Initiative for management proposed by six companies including Intel
and Microsoft through the DMTF.
***** *****
***** ******: An IBM trademarked term, used in place of *****, that describes the capability of remotely
bringing a ***** from a low to a high power state.
***** *****
***** *****
ER Engineering Release (Product is placed under ECO Control)
PLC Product Life Cycle
MRD Market Requirements Document
PRD Product Requirements Document
SSD Systems Specification Document
</TABLE>
STATEMENT OF WORK FOR ***** Page 2
<PAGE> 27
INTEL CONFIDENTIAL
<TABLE>
<S> <C>
NQL Network Quality Labs...Intel quality assurance (QA) process for hardware and software
SKU Stock Keeping Unit
PDT Intel and Marvell's Joint Program Development Team.
A0 A0 is used to indicate the first revision of the silicon. If the next revision only changes
metal layer, the number increments (e.g. A1). If all (or most) layers change, the
letter increments and the number resets to zero (e.g. B0).
</TABLE>
3.0 PROGRAM MANAGEMENT
The parties agree to each assign dedicated Program Managers and Engineering
Project Managers to this project. The Intel Program Manager will have overall
project responsibility.
<TABLE>
<CAPTION>
PROGRAM AND ENGINEERING PROJECT MANAGERS
==================================================================================================================
COMPANY NAME TITLE PHONE NUMBER EMAIL ADDRESS
==================================================================================================================
<S> <C> <C> <C> <C>
Intel ***** Program Manager ***** *****
Intel ***** Engineering Manager ***** *****
Marvell ***** Account Program Manager ***** *****
Marvell ***** VP Product Development, ***** *****
Datacom
==================================================================================================================
</TABLE>
In addition, when applicable, both parties agree to assign cross-functional team
members to the project. These members may not be dedicated to the project, but
do include representation from at least the following functions or disciplines:
- Marketing
- Digital Engineering (ASIC and CMOS micro-architecture)
- Analog Engineering (IO cells, PHY, and noise analysis)
- CAD Engineering (Layout, DRC)
- Board Engineering
- Foundry Support
- Manufacturing Test Engineering
- Quality & Reliability Engineering
- Product Engineering
- Packaging Engineering
- Customer Support
- Applications Engineering
- Operations
- Silicon Validation
- Firmware / Software Engineering
4.0 PRODUCT REQUIREMENTS AND SPECIFICATIONS
The following documents describe the ***** product requirements and are
incorporated herein.
- ***** Product Requirements are attached as Attachment #1 to this Project
Statement)
- ***** Integration Architecture Specification (IAS) as referenced in
"Phase I" of the Statement of Work. This document will be attached as
Attachment #2 to this Project Statement after completion of Phase I.
STATEMENT OF WORK FOR ***** Page 3
<PAGE> 28
INTEL CONFIDENTIAL
5.0 STATEMENT OF WORK ("SOW") - PROJECT DELIVERABLES AND SCHEDULE;
RESTRICTION ON USE AND DISCLOSURE OF PARTIES' INTELLECTUAL PROPERTY
The SOW in Attachment #3 is incorporated in this Project Statement. The SOW
details the Deliverables and associated milestone dates for this project. The
acceptance criteria are identified in Attachment #4. In addition to the
protections on each parties Intellectual Property Rights set forth in the main
text of the Agreement, each party agrees not to violate the other party's
Intellectual Property Rights in connection with the performance of its
obligations under this SOW and the attachments hereto. The parties agree that
such violations would include but not be limited to, de-compiling any software
code or reverse engineering any Item (as defined in Exhibit B to the main
Agreement) or model delivered to the other in accordance with the main text of
the Agreement or any exhibit thereto, including this SOW and the attachments
hereto.
INTEL CORPORATION MARVELL SEMICONDUCTOR, INC.
By: By:
----------------------------- -----------------------------
Printed Name: Printed Name:
------------------- -------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
--------------------------- ---------------------------
STATEMENT OF WORK FOR ***** Page 4
<PAGE> 29
INTEL CONFIDENTIAL
ATTACHMENT #1 TO PROJECT STATEMENT #1
***** PRODUCT REQUIREMENTS
REVISION 0.80
REQUIRED FEATURES:
1. Single Integrated *****/PHY component.
2. ***** Mbps operation on *****
3. ***** operation on *****
4. Compliant with *****
5. Supports Autonegotiation of *****
6. IEEE performance consistent with *****
7. ***** Duplex ***** Duplex support.
8. ***** compliant, supporting ***** modes; ***** bit,***** bit modes.
9. ***** compliant, supporting ***** modes; ***** bit, ***** bit modes.
10. Power supplies:
a. I/O Supply *****
b. Analog Supply *****
c. Digital Supply *****
d. Digital Supply *****
e. Analog Supply *****
11. *****tolerant inputs for ***** buffers.
12. ***** power consumption: **********W
a. ***** CORE: < ***** W
b. PHY CORE: *****W
c. *****MISC IO: *****W
d. PHY IO: *****W
13. Temperature range ***** Operation ***** Max (theta)JA = *****
14. Package: ***** however, the current cost estimates set forth in Table 2
of Exhibit A are based on the assumption that the package type will be
the same cost of a typical *****
15. External Microwire EEPROM interface *****
16. External Flash interface *****
17. Differential pair interfaces *****
18. TBI Fiber PHY interface *****
19. Power Management ***** compliant.
20. Software controllable GPIO drivers/inputs *****
21. LED outputs for *****
*****
1. Sleep Wake-up mode *****: < *****W
2. Sleep Power-down mode *****<*****mW
STATEMENT OF WORK FOR ***** Page 5
<PAGE> 30
INTEL CONFIDENTIAL
INTEL CORPORATION MARVELL SEMICONDUCTOR, INC.
By: By:
----------------------------- -----------------------------
Printed Name: Printed Name:
------------------- -------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
--------------------------- ---------------------------
STATEMENT OF WORK FOR ***** Page 6
<PAGE> 31
INTEL CONFIDENTIAL
ATTACHMENT #2 TO PROJECT STATEMENT #1
INTEGRATION ARCHITECTURE SPECIFICATION
REVISION 0.11
(TO BE COMPLETED AT THE END OF PHASE I)
The purpose of this section is to provide a framework for the Integration
Architecture Specification ("IAS"). The final IAS may incorporate additional
items.
*****/PHY INTERFACE
Connections
Timing Requirements
Functional Requirements of Signals
Interface Reset Methodology
Interface Clock Requirements
Initialization Sequence
Power Down Sequence
IO CELLS
Cell List/Summary
Electrical Requirements - Internal, External, Timing
*****
RAM CELLS
*****
CLOCK/RESET REQUIREMENTS
*****
TEST INTERFACE
*****
PHY Standalone DFT Interface
Timing Requirements of DFT Interface
FULL CHIP PIN LIST
Pin List for each Interface
List of shared/overloaded pins
PACKAGE
Package Type and Mechanicals
Package Electrical and Thermal Characteristics
Power / Ground Requirements
*****
STATEMENT OF WORK FOR ***** Page 7
<PAGE> 32
INTEL CONFIDENTIAL
INTEL CORPORATION MARVELL SEMICONDUCTOR, INC.
By: By:
----------------------------- -----------------------------
Printed Name: Printed Name:
------------------- -------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
--------------------------- ---------------------------
STATEMENT OF WORK FOR ***** Page 8
<PAGE> 33
INTEL CONFIDENTIAL
ATTACHMENT #3 TO PROJECT STATEMENT #1
***** STATEMENT OF WORK
REVISION 0.7
PHASE I: *****
<TABLE>
<CAPTION>
TARGET TARGET
START END BY/
MS DATE DATE ACTIVITY/DELIVERABLE BETWEEN TO
-- ------ ------ -------------------- ------- --
<S> <C> <C> <C> <C> <C>
I-1 ***** ***** ***** Intel/ Marvell
I-2 ***** ***** ***** Intel/ Marvell
I-3 ***** ***** Intel Marvell
I-4 ***** ***** Marvell Intel
I-5 ***** ***** Intel Marvell
I-6 ***** ***** Intel Marvell
I-7 ***** ***** ***** Intel/ Marvell
I-8 ***** ***** ***** Intel/ Marvell
I-9 ***** ***** ***** Intel/ Marvell
I-10 ***** *****
</TABLE>
STATEMENT OF WORK FOR ***** Page 9
<PAGE> 34
INTEL CONFIDENTIAL
PHASE II: *****
<TABLE>
<CAPTION>
TARGET
START TARGET END
MS DATE DATE ACTIVITY/DELIVERABLE BY/ BETWEEN TO
------ ------ ---------- -------------------- -------------- ------
<S> <C> <C> <C> <C> <C>
II-1 [ ] ***** ***** Marvell Intel
II-2 [ ] ***** ***** Marvell Intel
II-2a [ ] ***** ***** Marvell Intel
II-3 [ ] ***** ***** Marvell Intel
II-3a ***** ***** ***** Intel / Marvell
II-4 [ ] ***** ***** Marvell Intel
II-5 [ ] ***** ***** Intel Marvell
II-6 [ ] ***** ***** Intel Marvell
II-7 [ ] ***** ***** Marvell Intel
II-7a [ ] ***** ***** Intel Marvell
II-7b ***** ***** ***** Intel / Marvell
II-7c [ ] ***** ***** Marvell Intel
II-7d ***** ***** ***** Marvell
II-8 [ ] ***** ***** Intel Marvell
II-9 [ ] ***** ***** Intel/ Marvell
II-10 [ ] ***** ***** Marvell Intel
II-11 [ ] ***** ***** Marvell
II-12 [ ] ***** ***** Marvell Intel
II-13 [ ] ***** ***** Intel
II-14 [ ] ***** ***** Marvell
II-15 [ ] ***** ***** Intel/ Marvell
II-16 [ ] ***** ***** Marvell Intel
</TABLE>
STATEMENT OF WORK FOR ***** Page 10
<PAGE> 35
INTEL CONFIDENTIAL
<TABLE>
<S> <C> <C> <C> <C>
II-17 ***** ***** Intel Marvell
II-18 ***** ***** Marvell
II-18a ***** ***** Intel/ Marvell
II-19 ***** ***** Intel/ Marvell
II-20 ***** ***** Marvell
</TABLE>
PHASE III: *****
<TABLE>
<CAPTION>
TARGET
START TARGET END
MS DATE DATE ACTIVITY/DELIVERABLE BY/ BETWEEN TO
------ ------ ---------- -------------------- -------------- ------
<S> <C> <C> <C> <C> <C>
III-1 ***** ***** ***** Intel/ Marvell
III-2 ***** ***** Intel Marvell
III-3 ***** ***** Marvell Intel
III-4 ***** ***** ***** Intel/ Marvell
III-5 ***** ***** ***** Intel/ Marvell
III-6 ***** ***** Intel/ Marvell Intel
III-7 ***** ***** ***** Intel/ Marvell
III-8 FCS of Integrated Gb Silicon Intel
</TABLE>
INTEL CORPORATION MARVELL SEMICONDUCTOR, INC.
By: By:
----------------------------- -----------------------------
Printed Name: Printed Name:
------------------- -------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
--------------------------- ---------------------------
STATEMENT OF WORK FOR ***** Page 11
<PAGE> 36
INTEL CONFIDENTIAL
ATTACHMENT #4 TO PROJECT STATEMENT #1
INTEL'S ***** ACCEPTANCE CRITERIA
REVISION 0.7
This acceptance criteria document attempts to provide more detail on what
constitutes an acceptable deliverable to Intel or acceptable joint action
between Marvell and Intel. Refer to the Statement of Work (Attachment #3) for
the deliverable or joint action. The acceptance criteria for each Intel
deliverable/joint action is shown here:
PHASE I
<TABLE>
<CAPTION>
CORRESPONDING
SOW MS ACTIVITY/DELIVERABLE
------------- --------------------
<S> <C>
I-1 *****
I-2 *****
I-4 *****
I-7 *****
I-8 *****
I-9 *****
I-10 *****
</TABLE>
PHASE II
<TABLE>
<CAPTION>
CORRESPONDING
SOW MS ACTIVITY/DELIVERABLE
------------- --------------------
<S> <C>
II-1 *****
II-2 *****
II-2a *****
II-3 *****
II-3a *****
II-4 *****
II-7 *****
II-7b *****
II-7c *****
II-9 *****
II-10 *****
II-12 *****
II-15 *****
II-16 *****
</TABLE>
STATEMENT OF WORK FOR ***** Page 12
<PAGE> 37
INTEL CONFIDENTIAL
<TABLE>
<S> <C>
II-18a *****
II-19 *****
</TABLE>
PHASE III
<TABLE>
<CAPTION>
CORRESPONDING
SOW MS ACTIVITY/DELIVERABLE
-------------- --------------------
<S> <C>
III-1 *****
III-3 *****
III-4 *****
III-5 *****
III-6 *****
III-7 *****
III-8 FCS of
Integrated Gb Silicon
</TABLE>
INTEL CORPORATION MARVELL SEMICONDUCTOR, INC.
By: By:
----------------------------- -----------------------------
Printed Name: Printed Name:
------------------- -------------------
Title: Title:
-------------------------- --------------------------
Date: Date:
--------------------------- ---------------------------
STATEMENT OF WORK FOR ***** Page 13
<PAGE> 38
INTEL CONFIDENTIAL
EXHIBIT E
QUALITY ASSURANCE REQUIREMENTS
1.0 PURPOSE
This document outlines Intel's minimum expectations for the quality and
reliability requirements for the Marvell Gb Phy product and the Integrated Gb
Silicon.
1.1 MARVELL GB PHY
The Marvell Gigabit Phy should meet all the criteria listed in the Intel
specification ***** Rev 4 - General Procurement Specification for Silicon
Integrated circuits. Intel must approve any exceptions to the spec. Any branding
requirements from Intel's ***** spec must be explicitly called out in Exhibit E.
Any requirements in `Appendix D' of ***** will be superceded by requirements
listed in Exhibit E.
1.1A INTEGRATED GB SILICON
The Integrated Gb Silicon part should meet all the criteria listed in the Intel
specification ***** Rev 4 - General Procurement Specification for Silicon
Integrated circuits with the outgoing DPM specified below (< *****DPM). Intel
must approve any exceptions to the spec. Any branding requirements from Intel's
***** spec must be explicitly called out in Exhibit E. Any requirements in
`Appendix D' of ***** will be superceded by requirements listed in Exhibit E.
1.2 RETENTION OF RECORDS
Marvell will maintain records pertaining to the manufacture and inspection of
all Items for 1 year. This should include but is not limited to:
a) documentation
b) reported data
c) tests performed
d) inspections
e) process changes
1.3. RIGHT TO AUDIT
Intel reserves the right to conduct an on-site audit of Marvell's supplier's
processes with reasonable advance notice. The audit may cover basic quality
operating systems, manufacturing, test, etc. Marvell will facilitate this
meeting between the two organizations.
1.4. QUALIFICATION PROCESS (FOR MARVELL GB PHY AND INTEGRATED GB SILICON)
Marvell will provide, upon reasonable request, any documentation reasonably
required to assist Intel in determining the baseline quality level for the Item.
Requested documentation will include, but is not limited to:
a) Qualification Plan and Report
b) Test Plan and report
c) Certification Reports for fab process and standard package
assembly process. Intel may re-qualify the package assembly
process at its own expense if it chooses.
The intent is to establish an understanding of quality levels and correlate
Marvell's qualification activities to Intel's. When engineering/design changes
occur, Intel may require Marvell to resubmit certain documentation as it
pertains to scheduled Item changes and updates.
QUALITY ASSURANCE REQUIREMENTS Page 1
<PAGE> 39
INTEL CONFIDENTIAL
1.5. SAMPLE SIZES AND ACCEPT CRITERIA FOR RELIABILITY STRESSES
<TABLE>
<CAPTION>
Units
Number per
Stress/test Risk of lots lot PTQ PDQ FLQ Notes
----------- ----- ------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
3-Temperature Quality Validation ***** ***** ***** ***** ***** ***** *****
Test Fault Coverage ***** ***** ***** ***** ***** ***** *****
Infant Mortality Evaluation ***** ***** ***** ***** ***** ***** *****
Lifetest ***** ***** ***** ***** ***** ***** *****
Preconditioning ***** ***** ***** ***** ***** ***** *****
Temperature Cycle Condition "C" ***** ***** ***** ***** ***** ***** *****
HAST, 85/85 ***** ***** ***** ***** ***** ***** *****
ESD HBM ***** ***** ***** ***** ***** ***** *****
ESD CDM ***** ***** ***** ***** ***** ***** *****
Latchup I/O ***** ***** ***** ***** ***** ***** *****
Latch-up Vcc ***** ***** ***** ***** ***** ***** *****
</TABLE>
NOTES:
1) Quality Validation DPM requirement is ***** DPM for the Integrated
product and ***** DPM for the stand-alone Marvell Gb Phy. Outgoing
production DPM will meet or exceed the ***** DPM IME upper limit in
accordance with the "Quality Improvement and Corrective Actions"
requirements listed in Exhibit E.
2) At least ***** SCAN coverage on all digital blocks except where
prevented by DSP or other performance issues. At least ***** toggle
coverage on non-SCAN digital blocks. At least ***** functional coverage
on analog blocks. In cases where it is difficult to determine precise
fault coverage percentage, Intel and Marvell will need to agree that the
intent of the fault coverage goal has been met.
3) IME units should be the same units that have been run through*****
4) Readouts for IME and Lifetest to be performed at ***** hours.
5) Lifetest units should be a subset of the IME/QV units.
6) Preconditioning will be minimum *****. Weight step is optional in
preconditioning flow.
7) ***** hours of 85/85 may be substituted for ***** hours HAST.
8) CDM ESD will be performed to JEDEC std., and will be required only for
the Integrated product.
9) For the stand-alone (PQFP) Gigabit product, the Latchup temperature will
be reduced to *****C due to socketing issues.
1.6. DATA REPORTING
Marvell shall make available to Intel the quality data on a regular basis, but
no less frequently than monthly. Such data may include yield information, OQA
(Outgoing Quality) data, FA details etc. The data is to be sent to the attention
of the Intel's Quality Engineer on a monthly basis or mutually agreed upon
timeframe. Marvell and Intel may jointly determine that some of the above data
reporting is no longer needed once a certain confidence level is reached.
Therefore, some of the above data reporting will only be required in the early
stages of a program while some will be required on an ongoing basis. This is
dependent on the maturity and health of individual Items.
QUALITY ASSURANCE REQUIREMENTS Page 2
<PAGE> 40
INTEL CONFIDENTIAL
1.7. QUALITY IMPROVEMENT AND CORRECTIVE ACTIONS
Upon request from either party, Intel and Marvell will meet to discuss reported
data, DPM, and quality improvement plan if the quality levels are not being met.
As required, increased frequency of reporting and/or additional corrective
actions will be assigned and monitored. Intel may issue a Corrective Action
Request if:
a) the DPM consistently fails to meet the required DPM or
b) Intel or an Intel customer experiences a failure or
c) data exists to suggest a risk of impact to Intel or Intel's
customers
If Corrective Action is requested, Marvell must formally respond within *****
working days after receipt and report any containment action taken. Marvell will
provide final failure analysis, root cause and a corrective action plan within
***** calendar days of notification on all returned defective material. If
Marvell cannot consistently meet Intel's quality requirements, Marvell must take
appropriate steps to improve quality. This may require modification of processes
involving manufacturing, material handling, test, etc or other quality
requirements as stated in this Exhibit. The stated quality requirements shall
not be amended during the term of this Agreement except pursuant to written
amendment, signed by both Intel/Marvell.
1.8. PACKAGING REQUIREMENTS
Marvell agrees to provide packaging for the products that meets Intel's standard
requirement for packaging, labeling etc.
1.9. QUALITY ACTION NOTIFICATION (QAN) AND MARVELL EXCURSIONS
A QAN is a process that provides formal management of quality excursions. This
is a high visibility process and will take priority over all sustaining issues.
Marvell is expected to participate in conference calls and provide written
documentation regarding the following focus areas:
a) Containment and quarantine
b) Root cause analysis
c) Corrective actions
Marvell commits to proactive notification to Intel of any quality or reliability
issues that pose a risk of impact to Intel or Intel's customers.
1.10. RMAS, TRACEABILITY, TRACKING, AND FAILURE ANALYSIS
Marvell will provide failure analysis on any failing units returned by Intel or
any of Intel's customers. First level failure analysis (Go/ No Go) will be
performed within ***** working days of receipt. Final failure analysis (root
cause, corrective action) will be performed within ***** calendar days of
receipt. The final failure analysis is considered complete when a report is
received and accepted by the Intel Item Quality Engineer.
Items must be traceable to date, location, and line of manufacture. Item
undergoing failure analysis at Marvell or Marvell's suppliers must be tracked
sufficiently to provide status updates upon request from Intel.
QUALITY ASSURANCE REQUIREMENTS Page 3
<PAGE> 41
INTEL CONFIDENTIAL
EXHIBIT F
SUPPORT REQUIREMENTS
General
Intel and Marvell shall provide Technical Support at least during normal
business hours 8:00 a.m. - 5:00 p.m. PST.
Each party shall assign a Program Manager or support specialist to act as a
primary contact with respect to technical support provided by each party as
described herein.
SCOPE OF SUPPORT
Support will include training, support services, bug fixes, and the delivery to
Intel of all Updates and other enhancements to the Integrated Gb Silicon.
Marvell shall provide its standard product support to the Marvell Gb Phy.
Intel's support will include training, support services, bug fixes, and the
delivery to Marvell of all Updates and other enhancements to the Intel *****, as
it pertains to the Integrated Gb Silicon.
1. TRAINING
1.1 Marvell will conduct two (2) Training Classes ("Training
Classes"), of 1-day duration each, covering the use of the
Marvell Integration Technology, one in ***** and one in *****.
Intel will conduct one (1) Training Classes of 1-day duration
covering the use of the Intel ***** in Sunnyvale, CA. An initial
Training Class will be held by each party at a mutually
acceptable date within three months of the Effective Date. The
Training Classes shall pertain only to that subject matter
related to the Integrated Gb Silicon.
1.2 Prior to each class, Marvell and Intel shall mutually agree on
the specific topics to be covered and specific type of training
to be provided.
2. SUPPORT SERVICES
Marvell shall provide technical support to Intel, which shall include
answering questions, via phone and email or on-site at Intel. Such
assistance will be available to Intel personnel throughout the term of
the Agreement during Marvell's normal business hours as set forth above.
Intel shall provide technical support to Intel, which shall include
answering questions, via phone and email or on-site at Intel. Such
assistance will be available to Marvell personnel throughout the term of
the Agreement during Marvell's normal business hours as set forth above.
Such support and assistance shall be restricted to that subject matter
related to the Integrated Gb Silicon.
2.1 Scope of Support Detail
(a) Marvell shall provide to Intel, technical Support for each
Marvell Gb Phy release, Integrated Gb Silicon and use of the
Marvell Integration Technology.
(b) Marvell shall provide to Intel Debugging and Error Correction
Support for the Integration of the Marvell Gb Phy and the Intel
*****.
(c) Bug Fixes or Updates to the Marvell Integration Technology that
Marvell develops or distributes, to be delivered to Intel no
later than to any of Marvell's other licensees.
(d) Integration support as required by the Exhibit D.
2.2 On-site Support
For Intel's facilities based within the continental USA, Support shall
include reasonable on-site support as required to meet the milestones
set forth in Exhibit D. For Intel's facilities based outside of
Continental USA, Marvell agrees to provide such on-site support, subject
to reasonable notice by Intel and provided that Intel agrees to pay all
actual and reasonable travel and normal business expenses of Marvell,
plus ***** for each of the first 3 days and ***** thereafter for
continuous days of on-site support in support of the ***** SOW.
SUPPORT REQUIREMENTS Page 1
<PAGE> 42
INTEL CONFIDENTIAL
For the Critical level issues as defined below, Marvell agrees to
provide on-site support within 48 hours or use its commercially
reasonable efforts to provide support as soon as possible thereafter at
Intel's sites in the USA, Europe & Middle East.
3. SUPPORT TERM
Marvell shall provide Support as set forth in this Schedule F for the
period of the Agreement.
4. ADDITIONAL SERVICES
If Intel requests any other Support not covered by this Agreement the
requested Support shall be provided upon terms and conditions mutually
agreed by the parties in writing.
5. PERFORMANCE
Marvell represents and warrants that the training and Support described
in this Exhibit D will be provided in a workmanlike manner and meet
Support Requirements below.
SUPPORT PROCESS
Technical support is based on three levels of support. Intel shall provide first
and second level support to Intel customers. Marvell shall provide third level
support to designated Intel engineers.
Level 1 Support shall mean that level of support whereby the supporting party
(Intel) provides the primary interface through direct communication with its
licensees/customers concerning Errors. The provider of Level 1 support will use
reasonable commercial efforts to accomplish problem determination (and
resolution) when Errors are reported.
Level 2 Support shall mean that level of support whereby the supporting party
(Intel) undertakes reasonable commercial efforts to re-create and identify the
Errors reported to it by its licensees/customers and to provide written
documentation (and Error classification as defined below) of such Errors to the
provider of Level 3 Support (Marvell) with failure analysis data and test case
that will enable the Level 3 Support provider to re-create the reported Error.
In addition, the Level 2 Support provider will search any problem database
supplied by the Level 3 Support provider, for known Errors and provide existing
Updates to its licensees should they exist.
Level 3 Support shall mean the level of support whereby the supporting party
(Marvell) undertakes reasonable commercial efforts to correct Errors and tests
and delivers validated fixes in response to requests from the provider of Level
2 Support where Level 2 Support has exercised reasonable commercial efforts to
re-create and identify the Errors reported to it. Level 3 Support includes
updating any relevant problem database to identify Updates to known Errors.
Level 3 Support shall also provide technical guidance to Level 2 Support as
appropriate to assist Level 2 Support in resolving future Errors for their
customers/licensees.
ERROR CLASSIFICATION
These classifications are determined by Intel as it relates to the support of
its customers.
Critical Means Errors which left unresolved will severely impact
a customer's ability to ship products based on Intel
Product.
Major Means Errors which cause a material deviation in
performance and/or functionality from the Intel Product
specification.
Minor Means Errors which do not cause a material deviation in
performance and/or functionality from the Intel
Product.
RESPONSE TIME OBJECTIVE
Marvell will use reasonable commercial efforts to provide Intel with a written
or electronic acknowledgement of Intel's Error notification within 24 hours
after the receipt of such Error notification.
SUPPORT REQUIREMENTS Page 2
<PAGE> 43
INTEL CONFIDENTIAL
The following time frames shall be used to specify response time objectives for
each type of Error. The targeted time frame below is defined from the time that
Intel provides written notification to Marvell, to the time that Marvell
provides an acceptable resolution to Intel. The parties understand that the
targeted response times below may not be able to be achieved, depending upon the
kind of Error.
Critical *****
Major *****
Minor *****
ADDITIONAL RESPONSE OBJECTIVES
1. Marvell will make reasonable commercial efforts to provide selected
bug/errata reports to Intel within ***** Business Days of Marvell's
verification of each bug/errata for the Integrated Gb Silicon and those
reported to Marvell by customers other than Intel for the Marvell Gb
Phy. Similarly, Marvell will make available to Intel any related
work-arounds and engineering releases containing fixes after they become
available.
2. Intel will make reasonable commercial efforts to provide selected
bug/errata reports to Marvell within ***** Business Days of the Intel's
verification of each bug/errata for the Integrated Gb Silicon.
Similarly, Intel will make available to Marvell any related work-arounds
and engineering releases containing fixes after they become available.
SUPPORT REQUIREMENTS Page 3
