<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1999
REGISTRATION NO. 333-81325
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NETRO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
CALIFORNIA 3663 77-0395029
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
3860 N. FIRST STREET
SAN JOSE, CA 95134
(408) 216-1500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
GIDEON BEN-EFRAIM
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NETRO CORPORATION
3860 N. FIRST STREET
SAN JOSE, CA 95134
(408) 216-1500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
COPIES TO:
<TABLE>
<S> <C>
TAE HEA NAHM LAIRD H. SIMONS III
LAURA A. GORDON KATHERINE TALLMAN SCHUDA
SANJAY K. KHARE WILLIAM L. HUGHES
J.D. FAY FENWICK & WEST LLP
GENE YOON TWO PALO ALTO SQUARE
VENTURE LAW GROUP PALO ALTO, CA 94306
A PROFESSIONAL CORPORATION (650) 494-0600
2800 SAND HILL ROAD
MENLO PARK, CA 94025
(650) 854-4488
</TABLE>
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
The purpose of this Amendment No. 4 is solely to file certain exhibits to
the Registration Statement, as set forth below in Item 16(a) of Part II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.
<TABLE>
<CAPTION>
AMOUNT
TO BE PAID
----------
<S> <C>
SEC registration fee........................................ $ 15,985
NASD filing fee............................................. 6,250
Nasdaq National Market listing fee.......................... 95,000
Printing and engraving expenses............................. 250,000
Legal fees and expenses..................................... 300,000
Accounting fees and expenses................................ 250,000
Transfer agent and registrar fees........................... 10,000
Miscellaneous fees and expenses............................. 72,765
----------
Total............................................. $1,000,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act").
Article VI of the Registrant's Amended and Restated Articles of Incorporation,
to be filed and effective upon completion of this offering (Exhibit 3.3 hereto),
provides for indemnification of its directors and officers to the maximum extent
permitted by the California General Corporation Law, and Section 6.1 of the
Registrant's Bylaws, to be effective upon completion of this offering (Exhibit
3.4 hereto), provides for indemnification of its directors, officers, employees
and other agents to the maximum extent permitted by the California General
Corporation Law. In addition, the Registrant has entered into Indemnification
Agreements (Exhibit 10.1 hereto) with its directors and officers containing
provisions that are in some respects broader than the specific indemnification
provisions contained in the California General Corporation Law. The
indemnification agreements may require the Registrant, among other things, to
indemnify its directors and officers against certain liabilities that may arise
by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms. Reference is also made to Section 6(b) of the
Purchase Agreement contained in Exhibit 1.1 hereto, which indemnifies officers
and directors of the Registrant against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Since inception through August 15, 1999, the Registrant has issued and
sold (without payment of any selling commission to any person) the following
unregistered securities:
- an aggregate of 13,466,660 shares of Series A preferred stock at $0.45
per share in June 1995 to 14 investors;
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<PAGE> 3
- an aggregate of 5,250,000 shares of Series B preferred stock at $2.00
per share in November and December 1995 to 10 investors;
- an aggregate of 4,125,678 shares of Series C preferred stock at $7.00
per share in July, October and November 1996, and January, February
and April 1997 to 27 investors;
- warrants to purchase an aggregate of 28,750 shares of Series C
preferred stock in June and September 1997 to an equipment lessor;
- an aggregate of 2,869,433 shares of Series C preferred stock at $7.00
per share in July and November 1997 to 15 investors;
- an aggregate of 1,285,347 shares of Series D preferred stock at $7.78
per share in January 1998 to one investor;
- warrants to purchase an aggregate of 8,997 shares of Series D
preferred stock in February 1998 to an equipment lessor;
- an aggregate of 2,253,757 shares of Series D preferred stock at $7.78
per share in April, July and October 1998 and January and February
1999 to 20 investors;
- warrants to purchase an aggregate of 19,281 shares of Series D
preferred stock in March 1999 to an equipment lessor;
- an aggregate of 630,614 shares of Series D preferred stock at $7.78
per share in April and June 1999 to 4 investors;
- an aggregate of 31,191 shares of Series D preferred in exchange for
engineering services with an aggregate value of $242,666 upon the
achievement by Microelectronics Technology Inc. of certain milestones
in June and August 1999;
- an aggregate of 9,011,489 shares of common stock had been issued
between November 1994 and June 1999 upon exercise of options or
pursuant to restricted stock purchase agreements, net of repurchases,
to 115 consultants, employees and directors; and
- options and stock purchase rights to purchase an aggregate of
10,576,250 shares of common stock have been issued between April 1995
and August 1999 to 267 employees, directors and consultants with
exercise prices ranging from $0.045 to $8.00. Of the total, options
and stock purchase rights to purchase an aggregate of 1,948,713 shares
of common stock have been returned to Registrants's stock plans.
(b) There were no underwritten offerings employed in connection with any of
the transactions set forth in Item 15(a).
The issuances described in Item 15(a) were deemed to be exempt from
registration under the Securities Act in reliance upon Section 4(2) thereof as
transactions by an issuer not involving any public offering and in the case of
some issuances of our common stock, were deemed to be exempt from registration
under the Securities Act in reliance upon Rule 701 promulgated under the
Securities Act. The recipients of securities in each such transaction
represented their intentions to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such transactions.
All recipients had adequate access, through their relationships with the
Registrant, to information about the Registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<C> <S>
1.1* Form of Purchase Agreement between Registrant and the
Underwriters.
3.1* Amended and Restated Articles of Incorporation of the
Registrant.
3.2* Bylaws of the Registrant, and amendments.
</TABLE>
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<PAGE> 4
<TABLE>
<C> <S>
3.3* Form of Amended and Restated Articles of Incorporation of
the Registrant, to be filed and effective upon completion of
this offering.
3.4* Form of Amended and Restated Bylaws of the Registrant, to be
effective upon completion of this offering.
4.1* Form of the Registrant's common stock certificate.
5.1* Opinion of Venture Law Group, A Professional Corporation.
10.1* Form of Indemnification Agreement.
10.2* 1996 Stock Option Plan, as amended, and form of stock option
agreement and restricted stock purchase agreement.
10.3* 1999 Executive Stock Plan and form of subscription
agreement.
10.4* 1999 Employee Stock Purchase Plan and form of subscription
agreement.
10.5* 1997 Directors' Stock Option Plan, as amended, and form of
stock option agreement.
10.6* Lease between Sobrato Interests II et al. and Pyramid
Technology Corporation dated August 29, 1979, and first
amendment.
10.6.1* Sublease between Registrant and Siemens Pyramid Information
Systems, Inc. dated December 15, 1997 and amendment.
10.6.2* Landlord's consent to sublease.
10.7(+)** Global OEM Purchase Agreement between Registrant and Lucent
Technologies Inc.
10.8(+)** Frame Agreement between Registrant and Italtel s.p.a.
10.8.1(+)** Non-Exclusive OEM Supplemental Agreement between Registrant
and Italtel s.p.a.
10.8.2** Joint Development Agreement between Registrant and Italtel
s.p.a.
10.8.3* Special Rights Agreement between Registrant and Italtel
s.p.a.
10.9(+)** Manufacturing Agreement between Registrant and Solectron
California Corporation, dated May 31, 1998.
10.10(+)** Manufacturing and Engineering Services Agreement between
Registrant and Microelectronics Technology Inc., dated
January 11, 1999 and first amendment.
10.11(+)** OEM Agreement between Registrant and Cisco Systems, Inc.,
dated as of December 7, 1998.
10.11.1(+)** Technology Agreement between Registrant and Cisco Systems,
Inc., dated as of December 7, 1998.
10.12* Employment Agreement between Registrant and Gideon
Ben-Efraim, and amendment.
10.13* Form of Change-of-Control Agreement.
10.14* Amended and Restated Rights Agreement by and among
Registrant and certain of its shareholders, dated June 21,
1999.
10.15* 1995 Stock Option Plan, as amended, and form of stock option
agreement and restricted stock purchase agreement.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney.
27.1* Financial Data Schedule.
</TABLE>
- ---------------
* Previously filed.
** Supersedes exhibit previously filed.
+ Confidential treatment requested as to certain portions of this Exhibit.
(b) FINANCIAL STATEMENT SCHEDULES
Schedule II -- Valuation and Qualifying Accounts and Reserves (see page
S-2).
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<PAGE> 5
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of Prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 4 to Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on August 17, 1999.
NETRO CORPORATION
By: /s/ MICHAEL T. EVERETT
------------------------------------
Michael T. Everett, Executive Vice
President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of August 17, 1999
- --------------------------------------------------- Directors
(Richard Moley)
* President, Chief Executive August 17, 1999
- --------------------------------------------------- Officer and Director (Principal
(Gideon Ben-Efraim) Executive Officer)
/s/ MICHAEL T. EVERETT Executive Vice President and August 17, 1999
- --------------------------------------------------- Chief Financial Officer
(Michael T. Everett) (Principal Financial and
Accounting Officer)
* Director August 17, 1999
- ---------------------------------------------------
(Thomas Baruch)
* Director August 17, 1999
- ---------------------------------------------------
(Neal Douglas)
* Director August 17, 1999
- ---------------------------------------------------
(Irwin Federman)
* Director August 17, 1999
- ---------------------------------------------------
(John Walecka)
* Power of Attorney
By: /s/ MICHAEL T. EVERETT
- ---------------------------------------------------
(Michael T. Everett)
</TABLE>
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<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ ------------------------------------------------------------
<C> <S>
1.1* Form of Purchase Agreement between Registrant and the
Underwriters.
3.1* Amended and Restated Articles of Incorporation of the
Registrant.
3.2* Bylaws of the Registrant, and amendments.
3.3* Form of Amended and Restated Articles of Incorporation of
the Registrant, to be filed and effective upon completion of
this offering.
3.4* Form of Amended and Restated Bylaws of the Registrant, to be
effective upon completion of this offering.
4.1* Form of the Registrant's common stock certificate.
5.1* Opinion of Venture Law Group, A Professional Corporation.
10.1* Form of Indemnification Agreement.
10.2* 1996 Stock Option Plan, as amended, and form of stock option
agreement and restricted stock purchase agreement.
10.3* 1999 Executive Stock Plan and form of subscription
agreement.
10.4* 1999 Employee Stock Purchase Plan and form of subscription
agreement.
10.5* 1997 Directors' Stock Option Plan, as amended, and form of
stock option agreement.
10.6* Lease between Sobrato Interests II et al. and Pyramid
Technology Corporation dated August 29, 1979, and first
amendment.
10.6.1* Sublease between Registrant and Siemens Pyramid Information
Systems, Inc. dated December 15, 1997 and amendment.
10.6.2* Landlord's consent to sublease.
10.7(+)** Global OEM Purchase Agreement between Registrant and Lucent
Technologies Inc.
10.8(+)** Frame Agreement between Registrant and Italtel s.p.a.
10.8.1(+)** Non-Exclusive OEM Supplemental Agreement between Registrant
and Italtel s.p.a.
10.8.2** Joint Development Agreement between Registrant and Italtel
s.p.a.
10.8.3* Special Rights Agreement between Registrant and Italtel
s.p.a.
10.9(+)** Manufacturing Agreement between Registrant and Solectron
California Corporation, dated May 31, 1998.
10.10(+)** Manufacturing and Engineering Services Agreement between
Registrant and Microelectronics Technology Inc., dated
January 11, 1999 and first amendment.
10.11(+)** OEM Agreement between Registrant and Cisco Systems, Inc.,
dated as of December 7, 1998.
10.11.1(+)** Technology Agreement between Registrant and Cisco Systems,
Inc., dated as of December 7, 1998.
10.12* Employment Agreement between Registrant and Gideon
Ben-Efraim, and amendment.
10.13* Form of Change-of-Control Agreement.
10.14* Amended and Restated Rights Agreement by and among
Registrant and certain of its shareholders, dated June 21,
1999.
10.15* 1995 Stock Option Plan, as amended, and form of stock option
agreement and restricted stock purchase agreement.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Arthur Andersen LLP, Independent Public
Accountants.
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ ------------------------------------------------------------
<C> <S>
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney.
27.1* Financial Data Schedule.
</TABLE>
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* Previously filed.
** Supersedes exhibit previously filed.
+ Confidential treatment requested as to certain portions of this Exhibit.
<PAGE> 1
Exhibit 10.7
GLOBAL OEM PURCHASE AGREEMENT
BETWEEN
LUCENT TECHNOLOGIES INC.
AND
NETRO CORPORATION
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
SECTION A: PRODUCT SPECIFIC TERMS AND CONDITIONS.................................................................1
ARTICLE 1 - MATERIAL .............................................................................................1
ARTICLE 2 - AGREEMENT EFFECTIVE PERIOD............................................................................1
ARTICLE 3 - PRICE AND DISCOUNTS...................................................................................1
ARTICLE 4 - PAYMENT TERMS.........................................................................................3
ARTICLE 5 - FOB ..................................................................................................3
ARTICLE 6 - FREIGHT CLASSIFICATION................................................................................3
ARTICLE 7 - NON-EXCLUSIVE MARKET RIGHTS...........................................................................3
ARTICLE 8 - SPECIFICATIONS OR DRAWINGS............................................................................4
ARTICLE 9 - SOFTWARE LICENSE GRANT................................................................................4
ARTICLE 10 - PRODUCT DOCUMENTATION................................................................................4
ARTICLE 11 - INSPECTION...........................................................................................5
ARTICLE 12 - QUALITY .............................................................................................5
ARTICLE 13 - PACKING, LABELING AND SERIALIZATION.................................................................10
ARTICLE 14 - PURCHASE ORDERS.....................................................................................10
ARTICLE 15 - SHIPPING INTERVAL...................................................................................10
ARTICLE 16 - WARRANTY ...........................................................................................12
</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE 17 - RADIATION, SAFETY AND NETWORK COMPLIANCE STANDARDS..................................................13
ARTICLE 18 - REPAIRS NOT COVERED UNDER WARRANTY..................................................................15
ARTICLE 19 - REPAIR PROCEDURES...................................................................................16
ARTICLE 20 - CONTINUING AVAILABILITY AND ENHANCEMENT.............................................................16
ARTICLE 21 - TECHNICAL SUPPORT...................................................................................18
ARTICLE 22 - TRAINING ...........................................................................................18
ARTICLE 23 - MARKING ............................................................................................18
ARTICLE 25 - NOTICES ........................................... ................................................18
ARTICLE 26 - VARIATION IN QUANTITY...............................................................................19
ARTICLE 27 - SHIPPING ...........................................................................................19
ARTICLE 28 - INVOICING...........................................................................................19
ARTICLE 29 - TITLE AND RISK OF LOSS..............................................................................20
ARTICLE 30 - DEFAULT ............................................................................................20
ARTICLE 31 - SURVIVAL OF OBLIGATIONS.............................................................................20
ARTICLE 32 - INFRINGEMENT........................................................................................20
ARTICLE 33 - INFORMATION.........................................................................................21
ARTICLE 34 - IDENTIFICATION......................................................................................23
ARTICLE 35 - INSIGNIA ...........................................................................................23
ARTICLE 36 - THIS ARTICLE INTENTIONALLY LEFT BLANK...............................................................24
ARTICLE 37 - COMPLIANCE WITH LAWS................................................................................24
ARTICLE 38 - FORCE MAJEURE.......................................................................................24
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C>
ARTICLE 39 - ASSIGNMENT..........................................................................................24
ARTICLE 40 - TAXES ..............................................................................................24
ARTICLE 41 - GOVERNMENT CONTRACT PROVISIONS......................................................................24
ARTICLE 42 - RIGHT OF ENTRY......................................................................................24
ARTICLE 43 - RELEASES VOID.......................................................................................25
ARTICLE 44 - SERVICES ...........................................................................................25
ARTICLE 45 - IMPLEADER...........................................................................................25
ARTICLE 46 - TOXIC SUBSTANCES AND PRODUCT HAZARDS................................................................25
ARTICLE 47 - CHLOROFLUOROCARBONS.................................................................................26
ARTICLE 49 - INDEMNITY...........................................................................................27
ARTICLE 50 - CHOICE OF LAW.......................................................................................27
ARTICLE 51 - SEVERABILITY........................................................................................28
ARTICLE 52 - CLAUSE HEADINGS.....................................................................................28
ARTICLE 53 - WAIVER .............................................................................................28
ARTICLE 54 - ENTIRE AGREEMENT....................................................................................28
ARTICLE 55 - MONTHLY ORDER AND SHIPMENT REPORTS..................................................................28
ARTICLE 56 - OPTION TO EXTEND....................................................................................28
ARTICLE 57 - NEW AND CHANGED METHODS, PROCESSES AND EQUIPMENT....................................................29
ARTICLE 58 - SAMPLES ............................................................................................29
ARTICLE 59 - THIS ARTICLE INTENTIONALLY LEFT BLANK...............................................................29
ARTICLE 60 - OZONE DEPLETING SUBSTANCES LABELING.................................................................29
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
ARTICLE 61 - HEAVY METALS AND/OR CFC IN PACKAGING................................................................30
ARTICLE 62 - MEDIATION...........................................................................................30
ARTICLE 63 - ELECTRONIC DATA INTERCHANGE (EDI)...................................................................30
ARTICLE 64 - BAR CODE SHIPPING AND RECEIVING LABELS..............................................................30
ARTICLE 65 - THIS ARTICLE INTENTIONALLY LEFT BLANK...............................................................31
ARTICLE 66 - AUDIT ..............................................................................................31
ARTICLE 67 - RECORDS ............................................................................................31
ARTICLE 68 - THIS SECTION INTENTIONALLY LEFT BLANK...............................................................31
ARTICLE 69 - INSTALLATION/CUTOVER ASSISTANCE.....................................................................31
ARTICLE 70 - EMERGENCY SERVICE...................................................................................31
ARTICLE 71 - INVOICING FOR GOODS.................................................................................32
ARTICLE 72 - YEAR 2000 WARRANTY..................................................................................32
</TABLE>
<TABLE>
<CAPTION>
APPENDIX DESCRIPTION
- -------- -----------
<S> <C>
A PRICE SCHEDULES
B DELIVERY SCHEDULE
C TECHNICAL SPECIFICATIONS
D TARGET CUSTOMER LIST
E PRODUCT ROLLOUT
F SUPPORT GUIDE
F-1 REPAIR SCHEDULE
WARRANTY ELIGIBILITY SYSTEM
</TABLE>
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<PAGE> 6
LUCENT TECHNOLOGIES INC.
GLOBAL PURCHASING ORGANIZATION
GUILFORD CENTER
P.O. BOX 25000
GREENSBORO, NC 27420-5000
PHONE 336-279-7000
Netro Corporation Contract No. GN11980056
Building 3 Page 1 of 35
3860 North First Street
San Jose, CA 95134
This Agreement is made by and between Lucent Technologies Inc. (hereinafter
"Company") having an office at 1600 Osgood Street, North Andover, MA 01845, and
Netro Corporation (hereinafter "Supplier") having an office at 3860 North First
Street (Building 3), San Jose, CA 95134.
SECTION A: PRODUCT SPECIFIC TERMS AND CONDITIONS
ARTICLE 1 - MATERIAL
"MATERIAL" as used in this Agreement shall mean Supplier's broadband, point - to
multipoint, wireless access network products as specified in Appendix C. Such
MATERIAL is hereby offered for sale by Supplier and may be purchased by Company
in accordance with the terms, conditions and specifications stated in this
Agreement. This Agreement is a non-commitment agreement and MATERIAL shall be
furnished by Supplier on an as-ordered basis.
The parties acknowledge that Company reserves the right to manufacture MATERIAL
covered under this Agreement and similar products in Company's own facility and
that the manufacture of such MATERIAL may have a substantial impact on Company's
future purchases under this Agreement. Company will give Supplier written notice
nine months in advance of shipment of the first finished product of any new
Company product line which operates in the same frequency band and is intended
to be a competing or replacement product for the MATERIAL covered by this
agreement.
ARTICLE 2 - AGREEMENT EFFECTIVE PERIOD
The term of this Agreement shall commence on the execution date of this
Agreement and shall, continue in effect thereafter for three full years.
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<PAGE> 7
ARTICLE 3 - PRICE AND DISCOUNTS
39 GHz MATERIAL shall be defined as point to multipoint products designed to
operate within a system whose air interface is within the range of 39 to 40 GHz.
Non-39 GHz MATERIAL shall be defined as those products designed to operate
within a system whose air interface is outside this range.
Prices and discounts for 39 GHz and non-39 GHz products shall be as shown in
Appendix A. Prices and discounts as listed in Appendix A shall remain in effect
during the term of this Agreement. In addition, for non-39 GHz products,
Supplier agrees to furnish MATERIAL to Company on terms and conditions
(including price) as favorable as provided to any of Supplier's other
distributors with similar volumes of MATERIAL being purchased from Supplier. In
the event that the Company and the Supplier reach an agreement for Company
funding of an accelerated development of the Supplier's 39 GHz products,
Supplier agrees to furnish MATERIAL to Company on terms and conditions (not
including price) as favorable as provided to any of the Supplier's other
distributors with similar volumes of MATERIAL being purchased from Supplier. In
addition, for two years from the first commercial delivery of 39 GHz MATERIAL to
Company, Supplier agrees to supply 39 GHz MATERIAL to Company at a price at
least [***] lower than provided to any of the Supplier's other distributors with
similar volumes.
A target customer list is shown in Appendix D. Supplier agrees that MATERIAL
furnished to Company will be priced at least [***] percent ([***]%) below the
price at which Supplier furnishes MATERIAL to any direct end user customers on
the then current target list who make purchases of similar annual volume.
Customers may be added or deleted from the target customer list by mutual
consent of both Company and Supplier.
Discount Calculation:
For the purposes of calculating the pricing discounts under this Agreement, the
annual value for quantities of MATERIAL ordered by Company will be measured in
one-year intervals starting from the execution date of this Agreement. For
MATERIAL ordered by Company during each one-year period, for delivery within
that same one-year period, Supplier shall provide a pricing discount to Company
established at the maximum discount level for the maximum value for aggregate
quantities of MATERIAL to be ordered by Company. Discounts and values for
quantities of MATERIAL are shown on Appendix A. Should the total annual value of
Company's aggregate orders for MATERIAL, for delivery within that same one-year
period, covered under this Agreement fall short of the aggregate value of orders
established for Supplier's pricing discount, Company shall reimburse Supplier
for the difference in price between the price for quantities of MATERIAL ordered
at the lower discount level and the price invoiced to Company at the higher
discount level.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 8
Notwithstanding the above, should Supplier be unable to deliver Company's
required quantities, per MATERIAL description shown in this Agreement and
ordered within the one-year interval periods stated herein, Company shall not be
required to reimburse Supplier the value for shortfall quantities shown in
Appendix A.
Price Revision
Prices shown in this Agreement shall be reviewed every six months after the
inception date of this Agreement for the purpose of mutually determining price
revision. In addition, should the parties mutually determine that prices should
be reviewed prior to the six months review period, either party may initiate a
review of prices under this Agreement by giving written notice to the other at
least sixty (60) days prior to the proposed effective date of such price review.
If the parties fail to agree upon revised prices by the proposed effective date
of price review, then at no obligation or liability to Company, Company reserves
the right to cease placing future orders with Supplier. Company's orders which
Supplier has in Supplier's possession shall be invoiced at current contract
prices.
ARTICLE 4 - PAYMENT TERMS
Invoices shall be paid in accordance with the terms in this Agreement, and due
dates for payment shall be computed from the date of receipt of invoices by
Company. Payment terms are net 45 days.
ARTICLE 5 - FOB
The MATERIAL shall be shipped FOB San Jose, California, freight charges collect
except RPS if available, otherwise UPS of which either will be prepaid and
billed.
ARTICLE 6 - FREIGHT CLASSIFICATION
MATERIAL purchased under this Agreement shall be shipped to Company or Company's
customers subject to freight charges appropriate for goods classified as Set,
Radio IMP/Wireless Released Value not exceeding $3 per pound.
ARTICLE 7 - NON-EXCLUSIVE MARKET RIGHTS
It is expressly understood and agreed that this Agreement neither grants to
Supplier an exclusive right or privilege to sell to Company any or all products
of the type described in the "MATERIAL" clause which Company may require, nor
requires the purchase of any MATERIAL or other products from Supplier by
Company. It is, therefore, understood that Company may contract with other
manufacturers and suppliers for the procurement of comparable products. In
addition, Company shall, at its sole discretion, decide the extent to
-3-
<PAGE> 9
which Company will market, advertise, promote, support or otherwise assist in
further offerings of the MATERIAL.
In accordance with the notification requirements outlined in Article 25,
NOTICES, Supplier shall provide Company with at least thirty (30) days prior
written notice of any change (including any updates of enhancements) proposed to
be made by Supplier in the MATERIAL furnished pursuant to said Specification
under this Agreement.
Supplier agrees that purchases by Company under this Agreement shall neither
restrict the right of Company to cease purchasing nor require Company to
continue any level of such purchases.
This Agreement shall not prohibit Supplier from selling MATERIAL to third
parties or directly to end users in any country or market.
Company agrees to provide Supplier reasonable and timely notice in the event
Company intends to provide a customer competing MATERIAL from an alternate
vendor. Supplier agrees to provide Company with a list of Supplier's other
worldwide OEM partners. Further, Supplier agrees to give Company reasonable and
timely notice in the event that Supplier forms or intends to form any new
worldwide OEM relationships.
ARTICLE 8 - SPECIFICATIONS OR DRAWINGS
Specifications are shown in Appendix C attached and made a part of this
Agreement.
In accordance with the notification requirements outlined in Article 25,
NOTICES, Supplier shall provide Company with at least thirty (30) days prior
written notice of any MATERIAL change in form, fit or function that would change
Company or Company's customer's network proposed to be made by Supplier in the
MATERIAL furnished pursuant to said Specification under this Agreement.
If Company, in its sole discretion, does not agree to the change proposed by
Supplier, then in addition to all other rights and remedies at law or equity or
otherwise, and without any cost to or liability or obligation of Company,
Company shall have the right to terminate any or all purchase orders for
MATERIAL affected by such change.
ARTICLE 9 - SOFTWARE LICENSE GRANT
Except as stated otherwise in this Agreement, Company shall have a world-wide,
non-exclusive, royalty-free, perpetual, license transferable with the MATERIAL
to use, reproduce and sublicense all software furnished to Company by Supplier
under this Agreement. Company will
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<PAGE> 10
not reverse compile or disassemble the software, nor will Company reproduce the
software for the purpose of furnishing it to others.
ARTICLE 10 - PRODUCT DOCUMENTATION
Supplier agrees to furnish, at no charge, product documentation, and any
succeeding changes thereto, as described in the Technical Specification. Company
may use, reproduce, reformat, modify and distribute such product documentation.
Company agrees to reproduce Supplier's copyright notice contained in any
documentation reproduced without change by Company. For documentation which is
reformatted or modified by Company, Company shall have the right to place only
Company's own copyright notice on the reformatted or modified documentation. It
is the intent of the parties that Company's copyright notice shall be
interpreted to protect the underlying copyright rights of Supplier to the
documentation to the extent such underlying rights are owned by Supplier.
Supplier will correct promptly, by providing replacement or updates, any defects
in Documentation which the Supplier becomes aware of and/or about which the
Company notifies the Supplier, that may result in a product service loss or
could result in a safety hazard.
ARTICLE 11 - INSPECTION
Source Inspection is required and Supplier shall notify the resident Company
quality representative or the Company's Engineering & Environmental Technologies
- - Supplier Quality Services (E&ET-SQS), P.O. Box 900, Princeton, NJ 08542-0900m
Tel. 609-639-3168. Overnight mail should be addressed to Route 569, Carter Road,
Hopewell, NJ 08525. Arrangements will be made by Company for inspection of
MATERIAL five (5) days prior to shipment. Supplier shall provide, without
charge, any production testing facilities and personnel requirement to inspect
the MATERIAL under Quality Program Specification QPS 20.171 which may be changed
from time to time with Supplier's written approval, which specifications will be
attached and made a part of this Agreement to determine that the MATERIAL meets
the requirements of the specifications. Company shall have the right to review
the test setups test procedures, and test data used by Supplier in meeting the
specifications. After the MATERIAL has been manufactured and is ready for
shipment to Company, Supplier shall contact E&ET-SQS for source inspection of
the product prior to its shipment. The average E&ET-SQS response time shall be
two business days and not to exceed five (5) business days. Failure of Company
to inspect MATERIAL at the announced date will not prevent Supplier from
invoicing Company for the MATERIAL to be shipped.
ARTICLE 12 - QUALITY
(A) Supplier commits to ensure that all manufacturing, and design
operations, including any key sub-contractor, or contract manufacturing
suppliers, which contribute to the design,
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<PAGE> 11
development, production, delivery and service of material are ISO 9000
registered by an accredited Registrar have an equal registration (in
case of overseas supplier).
(B) Supplier commits to having a continuous improvement program in place
which will allow it to attain and maintain "acceptable" ratings (or
equivalent) on all quality system elements per Supplier Capability
Assessment (SCA), or other type of Company assessment, as periodically
performed by Company. An "acceptable" element is defined as one where
the quality system meets the "general intent" of the quality system
element and is fully implemented to maintain the quality system and
product quality. No significant deficiencies encountered that would
jeopardize the quality system, and product quality and/or reliability.
(C) Supplier commits to establish quality control (QC) verification points
throughout the manufacturing process. These verification points should
be located in-process as well as after MATERIAL has completed all
manufacturing operations. The scope of these QC verification points
shall be to valid through visual and mechanical inspections and tests,
and with the use of statistically valid sampling plans, that MATERIAL
conforms to Supplier's manufacturing, product and process
specifications, standards of acceptable workmanship, as well as other
specification's which may be provided by Company. Company reserves the
right to review these QC points and make suggestions for improvement.
Supplier commits to address these suggestions through the
implementation of appropriate corrective actions.
(D) Supplier commits to establish an end of the line Quality Assurance
product audit on material by 12/1/98. The focus of this audit shall be
to replicate user application of MATERIAL as specified by Company's
customer. Test and examination of MATERIAL under the quality audit
shall be at a system level, and shall include but is not limited to:
a) Exercising said MATERIAL over the full spectrum of temperature
ranges over which MATERIAL is designed to operate.
b) Full operation of MATERIAL over a period of time not less than
to ensure best practice and quality.
c) A system for continuous monitoring of all primary and
ancillary product functions and fault detection of the
MATERIAL while under this test.
Supplier shall continuously review customer return data to ensure that
the scope of the product quality assurance audit function includes the
requirement(s)/condition(s) under which the return failed.
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<PAGE> 12
Supplier shall perform a detailed failure mode analysis of all MATERIAL
found defective through the quality assurance audit in line with the
requirements and process outlined in paragraph F.
Supplier agrees to provide to Company on a monthly basis, results of
the quality assurance product audit in a format specified by Company.
(E) Supplier commits to establishing a program of tracking return rates.
The following is the suggested method for tracking, calculating, and
tracking customer returns. Company and supplier may mutually agree to
modify this method as appropriate. MATERIAL which has been in operation
for any period of time up to, and including one full year shall be
considered part of this tracking program. For the purpose of this
article, the term "product" shall be used to define the lowest
replaceable unit (lru) of MATERIAL supplied to Company.
For the purpose of calculating the return rate, the following
definitions apply:
RTM(x) = The quantity of lru's which were manufactured in the Target
Month;(x) that have been returned during the period beginning the 4th
month after the Target Month and ending the 15th month from the Target
Month.
PTM(x) = The total number of lru's in the Target Month;(x).
All returns will be included in the calculation of the return rate
including, but not limited to, failures, no trouble founds, and
recalls.
A Target Quarter Return Rate (TQRR) is to be calculated using the
following equation:
TQRR = 10,000 x [[RTM(l)+RTM(2)+RTM(3)]/[PTM(l)+PTM(2)+PTM(3)]]
Where:
"(1)" refers to the first month of the Target Quarter "(2)" refers to
the second month of the Target Quarter "(3)" refers to the third month
of the Target Quarter
This calculation shall be made on a quarterly basis for the product
manufactured under this contract.
-7-
<PAGE> 13
The Supplier agrees to update and report TQRR's on a quarterly basis to
Company, and to comply with the Annual Return Rate (ARR) requirement in
accordance with the following schedule:
<TABLE>
<CAPTION>
System Component MTBF(yrs) ARR(1st yr) (2nd yr) (3rd yr EOL)
<S> <C> <C> <C> <C>
Base Station Shelf [***] [***]% [***]% [***]%
Base Sector Controller [***] [***]% [***]% [***]%
Base Modem Unit [***] [***]% [***]% [***]%
Base Radio Unit [***] [***]% [***]% [***]%
Subscriber Access System [***] [***]% [***]% [***]%
Subscriber Radio Unit [***] [***]% [***]% [***]%
</TABLE>
The ARR is 10,000 times the summation of the number of returns received
for the Target Months of the Manufacture Year divided by the summation
of the manufacturing populations for the Target Months of the
Manufacture Year. Supplier commits to provide to company on a monthly
basis, the cumulative year to date results of the ARR until the annual
measurement requirement is due.
(F) Supplier commits to establishing a system for tracking and analysis all
MATERIAL returned by Company to it, as well as any MATERIAL failures
which occur through the company's end of the line quality assurance
audit. For all MATERIAL in the above two categories, supplier shall
perform a failure mode analysis, which at a minimum will be down to the
component level. Component level failure modes will be recorded, and
failed components found defective will be accumulated for the purpose
of determining repetitive occurrences.
Material shall be considered defective if it fails to meet the warranty
specifications under this Agreement (including performance and
appearance Specifications) or if during customer testing, installation,
or use, the MATERIAL fails to operate as expected or specified.
If the analysis of a Company return is found to be within the
specifications of this agreement (i.e., a no trouble found condition),
then Supplier shall track these no trouble found conditions and notify
Company of said findings at a minimum of a monthly interval, so that
appropriate investigative measures may be taken to determine the root
cause.
(G) If a Target Quarter Return Rate (TQRR) is found to exceed the
applicable ARR requirements specified in paragraph E, or repetitive
occurrences are observed with regard to component level failures then
the supplier shall provide a written Corrective Action Report to the
Company, explaining in detail the nature of the problem detected, and
the
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 14
step(s) Supplier proposes to correct the problem. As part of the plan
to correct the problem, it is agreed that the Supplier shall:
a) Incorporate the remedy in affected MATERIAL.
b) Ship all subsequent MATERIAL incorporating the required
modification correcting the problem at no additional charge to
Company; and
c) Repair and/or replace previously shipped MATERIAL that may
contain the same problem trend. In the event that Company
incurs costs due to such repair and/or replacement, including
but not limited to labor and shipping costs, Supplier shall
reimburse Company for such costs. Supplier shall bear risk of
in transit loss and damage for such repaired and/or replaced
MATERIAL.
Supplier and Company shall mutually agree in writing as to the
implementation schedule of the corrective action plan. Supplier agrees
to use its best efforts to implement the plan in accordance with the
agreed upon schedule. It is also agreed that the Company shall be
entitled to postpone at no charge to Company, further deliveries of
orders until such time as the remedy is implemented consistent with
this Article.
(H) As part of a program of continuous improvement, Supplier agrees to
establish annually, improvement goals for a series of key quality
objectives. These goals should include, but are not limited to a)
customer return rates as specified in Article E, b) Quality Assurance
product quality audit defect rates, c) final system test yields.
Supplier agrees to track these goals on a monthly basis, and to commit
the resources necessary for the attainment of these goals.
(I) The following paragraph Summarizes the requirements for providing data
and information to Company as per paragraphs A through H.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Ref. Company's
Par. # Data Required Frequency Recipient
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
A Corrective Action Response to As dictated by Assessment Lead Assessor Assessment
B ISO Registration copies When requested by Company To be specified by Company
C Corrective Action response to As dictated by the audit To be specified by Company
company's audit of QC practices
D Quality Assurance Results Monthly Company's quality QA contact
E Monthly Return Rate data Quarterly Company's quality QA contact
</TABLE>
-9-
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C> <C> <C>
E Annual Return Rate Summary Results Monthly Company's quality QA contact
F "No trouble founds" summary Monthly Company's quality QA contact
data on customer returns
G Corrective Action Report As dictated by Supplier's data on Company's quality QA contact
repetitive component level failure
mode analysis (FMA) on customer
returns
G Corrective Action Report If return rates exceed Company's quality QA
pre-established thresholds per contact paragraph E
H Quality Improvement Goals Annually Company's quality QA contact
FMA Based on persistent history of To be specified by Company
similar of failure or as requested
Change in Manufacturing Location To be specified by Company
Change in Key Management or programs To be specified by Company
Major Process Changes To be specified by Company
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(J) In the event that the Supplier 1) exceeds the Annual Return Rate
established in Article E by more than 50% during any period of three
months or more, then Company may cancel or postpone other orders.
Supplier reserves the right to instruct Company to return all MATERIAL
that is affected by the problem for full refund, payable by Supplier to
Company within thirty (30) days after receipt of returned material
(with risk of loss or in-transit damage to be borne by Supplier).
In the event that Supplier fails to complete and issue Corrective Action Reports
as required in Article G, Company may put Supplier on notice that continued
non-compliance for more than 30 days could result in cancellation or
postponement of orders.
ARTICLE 13 - PACKING, LABELING AND SERIALIZATION
MATERIAL purchased, repaired, replaced or refurbished under this Agreement shall
be packed, labeled and serialized by Supplier at no additional charge in
accordance with WES
-10-
<PAGE> 16
specifications attached hereto and made a part hereof as
changed from time to time with Supplier's written approval, which specifications
are attached and made a part of this Agreement.
ARTICLE 14 - PURCHASE ORDERS
Purchase orders issued under this Agreement shall be sent to the following
address:
Netro Corporation
3860 North First Street (Bldg. 3)
San Jose, CA 95134
Attention: Sales Department
Purchase orders shall specify: (a) description of MATERIAL, inclusive of any
numerical/ alphabetical identification referenced in the price list in this
Agreement, (b) delivery date, (c) applicable price, (d) location to which the
MATERIAL is to be shipped and (e) location to which invoices shall be sent for
payment.
Company shall be allowed to reschedule orders in accordance with following
terms:
<TABLE>
<S> <C>
0-30 days [***]
30-60 days Up to [***] of Order Value may be rescheduled
60+ days [***] rescheduling
</TABLE>
Company will use reasonable efforts to avoid excessive rescheduling.
Forecasts: Company shall strive to provide Supplier with six-month rolling
forecasts which will be updated monthly. Such forecasts shall not constitute a
commitment by Company.
ARTICLE 15 - SHIPPING INTERVAL
The delivery schedule applicable to each purchase order will be agreed upon by
Supplier and Company and set forth in the purchase order. (Note: Supplier has
indicated that MATERIAL can be shipped within the time interval shown in
Appendix B).
In the event that Supplier exceeds the above maximum interval, then in addition
to all other rights and remedies at law or equity or otherwise, and without any
liability or obligation of Company, Company shall have the right to: (a) cancel
such purchase order, or (b) extend such delivery date to a later date, subject,
however, to the right to cancel as in (a) preceding if delivery is not made or
performance is not completed on or before such extended delivery
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 17
date. If Company elects to extend such delivery date, Supplier agrees to absorb
the difference between the charges to ship normal transportation and the charges
to ship premium overnight.
Supplier acknowledges that a pattern of failure to deliver fully conforming
MATERIAL within the time specified in this Agreement or in an order placed
pursuant to this Agreement will cause serious damage to Company. If a pattern of
late or non-conforming delivery emerges, Supplier agrees to pay to Company, as
liquidated damages sustained by Company resulting from such delays, and not as a
penalty, sums shown in the following table:
No penalty during 10 day grace period
1 % per week following grace period
maximum 7% penalty
Company shall have the right to offset amounts owed to it as liquidated damages
under this clause against any amounts owed to Supplier under this Agreement,
under any orders placed pursuant to this Agreement, or under any other
agreement.
In addition to the payment of liquidated damages for ordered MATERIAL,
Supplier's failure to deliver conforming MATERIAL within the time specified in
this Agreement or such order, shall give Company the right at any time to cancel
this Agreement or any orders, placed pursuant to this Agreement, in whole or in
part, and to place no future orders under this Agreement. If Company elects to
cancel an order on which liquidated damages for late delivery are still
accruing, such accrual shall cease on the effective date of the cancellation.
These provisions concerning late delivery of conforming material are intended to
be and shall be cumulative and in addition to every other remedy now or
hereafter possessed by Company for other than late delivery, including but not
limited to its rights to recover damages under the WARRANTY clause in this
Agreement.
Company shall be allowed to cancel purchase orders or items within purchase
orders subject to the following fee schedule:
<TABLE>
Days from Scheduled Delivery Charge for Cancellation
<S> <C>
0-30 days [***] of reduction $
30-60 days [***] of reduction $
60+ days [***] of reduction $
90+ days [***] of reduction
</TABLE>
ARTICLE 16 - WARRANTY
Supplier warrants to Company and Customers, as defined in this clause, that
MATERIAL furnished will be new, merchantable, free from defects in design
(except to the extent designed
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 18
by Company), material and workmanship and will conform to and perform in
accordance with the specifications, drawings and samples set forth in this
Agreement for a period of sixteen (16) months from date of shipment by Supplier
to Company or Company's customer (hereinafter "Customer"). Supplier also
warrants to Company and Customers that services will be performed in a first
class, workmanlike manner. In addition, if MATERIAL furnished contains one or
more manufacturer's warranties, Supplier hereby assigns such warranties to
Company and Customers. Supplier warrants that at the time of delivery to Company
such MATERIAL shall be free of any security interest or any other lien or any
other encumbrance whatsoever. All warranties shall survive inspection acceptance
and payment.
Defective or non-conforming MATERIAL will, by mutual agreement, either be
returned to Supplier for repair or replacement, at no cost to Company, with risk
of in-transit loss and damage borne by and freight paid by Company, or be
repaired or replaced by Supplier on Customer's site or another site designated
by Company at no cost to Company. Unless otherwise agreed upon by Supplier and
Company, Supplier shall complete repairs and ship the repaired MATERIAL within
two weeks of receipt of defective or non-conforming MATERIAL, or at Company's
option, ship replacement MATERIAL within two weeks after verbal notification is
given Supplier by Company. Supplier shall bear the risk of in-transit loss and
damage and shall prepay and bear the cost of freight for shipments to Company of
repaired or replaced MATERIAL. If requested by Company, Supplier shall begin
on-site repairs within three (3) days after verbal notification is given
Supplier by Company at Supplier's standard time and material rates if MATERIAL
is not in warranty.
If MATERIAL returned to Supplier or made available to Supplier on site for
repair as provided for in this clause is determined to be beyond repair,
Supplier shall promptly so notify Company and, unless otherwise agreed to in
writing by Supplier and Company, ship replacement MATERIAL without charge within
fifteen (15) days of such notification.
Replacement of MATERIAL shall be warranted as set forth in this WARRANTY clause.
Any MATERIAL which is repaired, modified, or otherwise serviced by Supplier
shall be warranted as provided in this WARRANTY clause for the remainder of the
warranty period or ninety (90) days after the MATERIAL is returned to a
Customer, whichever is later (based upon the date repair, modification or other
service is completed and accepted by Company).
Supplier will notify Company as soon as possible after it becomes aware of any
actual or potential defects in the goods (including equipment and software) and
its ability to provide any of the services, that may adversely affect:
- - the operation or use of the goods by Company's customers
- - the Supplier's ability to maintain/support the goods
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<PAGE> 19
Supplier's warranty obligations and Company's remedies thereunder are solely and
exclusively as stated herein. In no case shall Supplier be liable for indirect
kinds of damages, including but not limited to special, incidental, and
consequential damages (except for personal injury and property damage) or loss
of capital revenue, or profits. In no event shall Supplier's liability to
Company or any party claiming through Company, be in excess of the actual sales
price for all MATERIAL purchased by Company for any items supplied hereunder
(except for personal injury and property damage).
ARTICLE 17 - RADIATION, SAFETY AND NETWORK COMPLIANCE STANDARDS
When MATERIAL furnished under this Agreement is subject to:
a. Domestic (USA) Standards covered by:
- - USA Code of Federal Regulations Title 47
Unintentional Radiation Standards Specified in:
1) Part 15, (EMC Emissions)
2) Part 68, (compatibility with Telephone Network)
Intentional Radiation Standards Specified in:
1) Part 21, (intentional RF Emissions in public licensed
bands)
2) Part 101 (fixed microwave licensed services), as
modified by Orders 97-391, 97-82, and 97-95 or any
other applicable FCC Orders
Network Compliance Standards Specified in:
1) Part 68 (compatibility with telephone network)
- - Safety Standards Specified in:
1) UL 1459 & 1950
2) BellCore GR-1089
Or:
b. International Standards covered by:
- - Unintentional Radiation Standards Specified in:
1) EN 55 022 9CISPR 22), (EMC Emission)
2) IEC 801-1 thru 801-6 9EMC Immunity)
3) EN 60 555-2 and -3 (for equipment operated off AC
Power Mains)
-14-
<PAGE> 20
Note: CE Marking required to indicate compliance with standards 1-3
above for products sold in European Common Market.
- - Intentional Radiation Standards specified in
1) ETS-300 (or EN-301)-xxx (ETSI) standards related to
intentional RF radiation where xxx corresponds to the
document number for the applicable Radio Frequency
(RF) for each radio product (MATERIAL) covered by
this Agreement as may be amended from time to time.
Note: CE Marking required to indicate compliance with above
standards for products sold in European Common
Market.
Or for MATERIAL to be deployed in Canada; the regulations
specified in:
2) Canada Department of Industry Regulations (CDIR);
DGTP-007-96, DGTP-003-97 and DGTP-013-94 or any other
CDIR regulations related to the applicable RF
frequency of a radio product (MATERIAL) to be
deployed in Canada.
- - Safety Standards Specified in:
1) EN 60950 & IEC 950
Note: CE Marking required to indicate compliance with above
safety standards for products sold in European Common
Market.
Where the items in (a) and (b) above are collectively hereinafter called
"RADIATION SAFETY AND NETWORK COMPLIANCE RULES (RS&NC RULES)," Supplier warrants
that such MATERIAL complies with the appropriate registration, certification,
type acceptance and/or verification standards of applicable RS&NC RULES
including, but not limited to, all labeling, instruction requirements, and the
suppression of radiation to specified levels. For applications regulated by
international standards, Supplier and Company additionally understand that there
may be different interpretations of the RS&NC RULES by each country and/or
customer. Supplier agrees to modify equipment, if required to meet regulation
requirements resulting from such interpretation differences upon request of
Company. The price for such modifications shall be mutually agreed to by the
parties.
-15-
<PAGE> 21
Supplier shall also establish periodic on-going compliance retesting and follow
a Quality Control Program, submitted to Company to assure that MATERIAL shipped
complies with the applicable RS&NC RULES.
In addition, should MATERIAL generate harmful interference to radio
communications or fail to meet safety requirements, Supplier shall provide to
Company information relating to methods of suppressing such interference or
meeting safety requirements. If supplied MATERIAL is demonstrated as
non-compliant to previously agreed to RS&NC RULES, then Supplier shall pay the
cost of suppressing such interference or meeting applicable safety standards or,
if mutually agreed to by the parties, Supplier shall accept the return of the
MATERIAL less a reasonable amount for depreciation, if applicable.
Separate from, or supplementary to the above RS&NC RULES, Supplier and Company
understand that there may be different radiation and/or safety standards for
each country and/or customer. Supplier agrees to modify equipment to meet these
standards upon request of Company. The price for the modifications shall be
mutually agreed upon by the parties.
ARTICLE 18 - REPAIRS NOT COVERED UNDER WARRANTY
In addition to repairs provided for in the WARRANTY clause, Supplier agrees to
provide repair service on all MATERIAL ordered under this Agreement during the
term of this Agreement and for two consecutive five year periods thereafter,
which are described as follows: Within the first five year period, Supplier
shall provide repair service on all MATERIAL after last shipment by Supplier (by
product description) to Company or Company's customers. During the second five
year period Supplier shall use its best efforts to make MATERIAL repair service
commercially available after the last shipment of MATERIAL by Supplier (by
product description) to Company or Company's customers. MATERIAL to be repaired
under this clause will be returned to a location designated by Supplier, and
unless otherwise agreed upon by Supplier and Company, Supplier shall ship the
repaired MATERIAL which meets the specifications set forth in the
"SPECIFICATIONS OR DRAWINGS" clause within thirty (30) days of receipt of the
defective or non-conforming MATERIAL. With the concurrence and scheduling of
Company, repair may be made by Supplier on site.
If MATERIAL is returned to Supplier for repair as provided for in this clause
and is determined to be beyond repair, Supplier shall so notify Company. If
requested by Company, Supplier will sell to Company a replacement at the price
set forth in Supplier's then current agreement with Company for said MATERIAL
or, if no such agreement exists, at a price agreed upon by Supplier and Company.
If the parties fail to agree on a price, the price shall be a reasonably
competitive price for such MATERIAL at the time for delivery. Further, if
requested by Company, Supplier shall take the necessary steps to dispose of the
unrepairable MATERIAL and pay to Company the salvage value, if any.
-16-
<PAGE> 22
Replacement and repaired MATERIAL shall be warranted as set forth in the
WARRANTY clause.
It is expressly understood and agreed that this Agreement does not grant
Supplier an exclusive privilege to repair any or all of the MATERIAL purchased
under this Agreement for which Company may require repair; and Company may
perform the repairs or contract with others for these services. In addition,
Supplier authorizes Company and any qualified repairer with whom Company may
contract to perform repairs on all MATERIAL purchased under this Agreement.
All transportation costs of an in transit risk of loss and damage to MATERIAL
returned to Supplier for repair under this clause will be borne by Company and
all transportation costs of and in transit risk of loss and damage to such
repaired or replacement MATERIAL returned to Company will be borne by Supplier.
Price schedules for repairs under this clause are listed in Appendix A.
ARTICLE 19 - REPAIR PROCEDURES
Company shall furnish the following information with MATERIAL returned to
Supplier for repair: (a) Company's name and complete address; (b) name(s) and
telephone number(s) of Company's employee(s) to contact in case of questions
about the MATERIAL to be repaired; (c) ship-to address for return of repaired
MATERIAL if different than (a); (d) a complete list of MATERIAL returned; (e)
the nature of the defect or failure if known; and (f) whether or not returned
MATERIAL is in warranty. Supplier shall, within ten (10) days of the execution
of this Agreement, provide a written notice to Company specifying (i) the
name(s) and telephone number(s) of the individual(s) to be contacted concerning
any questions that may arise concerning repair, and (ii) if required, any
special packing of MATERIAL which might be necessary to provide adequate
in-transit protection from transportation damage.
MATERIAL repaired by Supplier shall have the repair completion date stenciled or
otherwise identified in a permanent manner at a readily visible location on the
MATERIAL and the repaired MATERIAL shall be returned with a tag or other papers
describing the repairs which have been made.
All invoices originated by Supplier for repair services must be clearly
identified as such, and must contain: (1) a reference to Company's purchase
order for these repair services, (2) a detailed description of repairs made by
Supplier and the need therefore, and (3) an itemized listing of parts and labor
charges, if any. Replaced parts will, upon request, be available for inspection
by or returned to Company. Further, the provisions of the INVOICING and SHIPPING
clauses, other than provisions relating to transportation charges with respect
to
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<PAGE> 23
MATERIAL repaired under warranty, shall apply to Supplier's return to Company
of repaired MATERIAL.
ARTICLE 20 - CONTINUING AVAILABILITY AND ENHANCEMENT
Supplier agrees to offer for sale to Company, during the term of this Agreement
and for at least two years after the expiration of this Agreement, MATERIAL
conforming to the Technical Specifications and price schedules set forth in this
Agreement. After the expiration of this Agreement, the Supplier may limit the
Company to purchases intended for the Company's existing customer base. Provided
that the Supplier has not issued an end of life notice to the Company for a
given item of MATERIAL, the Supplier further agrees to offer for sale to
Company, during the term of this Agreement and until ten (10) years after the
expiration of this Agreement, maintenance, replacement, and repair parts
("Parts") which are functionally equivalent and identical in form and fit for
the MATERIAL covered by this agreement. If the supplier has issued an end of
life notice to the Company, the term of the availability of maintenance,
replacement and repair parts shall be limited by the end of life terms. The
price for the MATERIAL and Parts shall be the price set forth in Supplier's then
current agreement with Company for said MATERIAL or Parts or, if no such
agreement exists, at a price agreed upon by Company and Supplier. If the parties
fail to agree on a price, the price shall be a reasonably competitive price for
said MATERIAL or Parts at the time for delivery. The MATERIAL and parts shall be
warranted as set forth in the WARRANTY clause of this Agreement.
In the event Supplier fails to supply such MATERIAL or parts and Supplier is
unable to obtain another source of supply for Company, then such failure or
inability shall be considered noncompliance with this clause and Supplier shall,
license to Company, or another manufacturer under contract with Company, the
technical information or other rights so that Company can manufacture, have
manufactured or obtain such extended or enhanced products, solely for the
purposes contemplated by this Agreement, subject to the negotiation of
reasonable terms and conditions compensating Supplier for such information,
which Supplier and Company agree to negotiate in good faith.
The technical information includes, by example, and not by way of limitation:
(a) manufacturing drawings and specifications of raw materials and components
comprising such MATERIAL or Parts, (b) manufacturing drawings and specifications
covering special tooling and the operation thereof, (c) a detailed list of all
commercially available MATERIAL or Parts and components purchased by Supplier on
the open market disclosing the MATERIAL or part number, name and location of the
Supplier and price lists for the purchase thereof, and (d) one complete copy of
the source code used in the preparation of any software licensed or otherwise
acquired by Company from Supplier under this Agreement.
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<PAGE> 24
When the supplier initiates an End of Life (EOL) on a product, it will do so
under the following terms:
<TABLE>
<S> <C>
Supplier Issues EOL Notice: EOL Notice Date
Last Order Opportunity Minimum twelve (12) months from EOL Notice Date
RMA Support Minimum five (5) years from EOL Notice Date
Software Release Support: Earlier of two (2) "first digit" Releases of two years from EOL Notice Date
</TABLE>
In the absence of FORCE MAJEURE conditions of Article 38, Supplier shall accept
orders for any quantity of EOL MATERIAL from the Company in the period from the
EOL notice date to the Last Order Opportunity. Supplier will use best efforts to
maintain its standard delivery schedules on these orders.
If Supplier replaces EOL MATERIAL with a new generation of product which is
functionally equivalent, the software interface to the new generation unit must
be backward compatible to the EOL MATERIAL.
ARTICLE 21 - TECHNICAL SUPPORT
Company shall be entitled to ongoing technical support, including field service
and assistance and technical support in the development of customer proposals,
provided, however, that the availability or performance of this technical
support service shall not be construed as altering or affecting Supplier's
obligations as set forth in the WARRANTY clause or elsewhere provided for in
this Agreement.
Ongoing technical support via telephone will be at no charge for MATERIAL
in-warranty. During the WARRANTY period for MATERIAL, Supplier's field service
technical support services shall be provided to Company by mutual agreement of
the parties, including emergency on-site twenty-four (24) hour technical
assistance. Beyond the WARRANTY period, charges, if any, for field service
technical support, will be as shown in Appendix A.
ARTICLE 22 - TRAINING
Supplier will provide, at no charge to Company, one training class and
associated class materials (including videotapes) for the purpose of training
Company's personnel and trainers in the use of the MATERIAL. Installers
furnished by Company shall be certified by Supplier. Additional classes will be
charged at Supplier's daily training rate set forth in Appendix A plus travel
expenses approved in advance by Company.
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<PAGE> 25
ARTICLE 23 - MARKING
All MATERIAL furnished under this Agreement shall be marked for identification
purposes in accordance with the specifications set forth in this Agreement and
as follows:
(a) with Supplier model/serial number; and
(b) with month and year of manufacture.
In addition, Supplier agrees to add any other identification which might be
requested by Company such as but not limited to indicia conforming to the
Company Serialization Plan. Charges, if any, for such additional identification
marking shall be as agreed upon by Supplier and Company. This clause does not
reduce or modify Supplier's obligations under the IDENTIFICATION clause.
ARTICLE 24 - THIS ARTICLE INTENTIONALLY LEFT BLANK
ARTICLE 25 - NOTICES
Any notice or demand which under the terms of this Agreement or under any
statute must or may be given or made by Supplier or Company shall be in writing
and shall be given or made by telegram, tested telex, confirmed facsimile, or
similar communication or by certified or registered mail addressed to the
respective parties as follows:
To Company: Lucent Technologies, Inc.
Global Purchasing Organization
Guilford Center 1
P. O. Box 25000
Greensboro, NC 27420
Attn: J. L. Meisner
-OR-
To Supplier: Netro Corporation
3860 North First Street (Bldg. 3)
San Jose, CA 95134
Attn: Vice President, Sales
Such notice or demand shall be deemed to have been given or made when sent by
telegram, telex, or facsimile, or other communication or when deposited, postage
prepaid in the U.S. mail.
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<PAGE> 26
The above addressed may be changed at any time by giving prior written notice as
above provided.
ARTICLE 26 - VARIATION IN QUANTITY
Company assumes no liability for MATERIAL produced, processed or shipped in
excess of the amount specified in this Agreement or in an order issued pursuant
to this Agreement.
ARTICLE 27 - SHIPPING
Supplier shall; (1) ship the material covered by this Agreement or order
complete unless instructed otherwise; (2) ship to the destination designated in
the Agreement or order; (3) ship according to routing instructions given by
Company; (4) place the Agreement and order number on all subordinate documents;
(5) enclose a packing memorandum with each shipment and, when more than one
package is shipped, identify the package containing the memorandum; and (6) mark
the Agreement and order number on all packages and shipping papers. Adequate
protective packing shall be furnished at no additional charge. Shipping and
routing instructions may be furnished or altered by Company without a writing.
If Supplier does not comply with the terms of the FOB clause of this Agreement
or order or with Company's shipping or routing instructions, Supplier authorizes
Company to deduct from any invoice of Supplier (or to charge back to Supplier),
any increased costs incurred by Company as a result of Supplier's noncompliance.
ARTICLE 28 - INVOICING
Supplier shall (1) render invoices in duplicate, or as otherwise specified in
this Agreement, showing Agreement number, through routing and weight, (2) render
separate invoices for each shipment within twenty-four hours after shipment and
(3) mail invoices with copies of bills of lading and shipping notices to the
address shown on this Agreement or order. If prepayment of transportation
charges is authorized, Supplier shall include the transportation charges from
the F.O.B. point to the destination as a separate item on the invoice stating
the name of the carrier used. No minimum billing charges are permitted unless
expressly authorized in the Agreement.
ARTICLE 29 - TITLE AND RISK OF LOSS
Title and risk of loss and damage to material purchased by Company under this
Agreement shall vest in Company when the material has been delivered at the FOB
point.
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<PAGE> 27
ARTICLE 30 - DEFAULT
a) In the event Supplier shall be in material breach or default of any of
the terms, conditions or covenants of this Agreement or of any purchase
order, and if such breach or default shall continue for a period of
thirty (30) days after the giving of written notice to Supplier thereof
by Company, then, in addition to all other rights and remedies which
Company may have at law or equity or otherwise, Company shall have the
right to cancel this Agreement and/or any purchase orders placed by
Company without any charge to or obligation or liability of Company.
b) In the event the Company shall be in material breach or default of any
of the material terms, conditions or covenants of this Agreement or of
any purchase order, and if such breach or default shall continue for a
period of thirty (30) days after the giving of written notice to the
Company by the Supplier, then, in addition to all other rights and
remedies which the Supplier may have at law or in equity or otherwise,
the Supplier shall have the right to cancel this Agreement and/or any
purchase orders placed by the Company without any charge to or
obligation or liability of the Supplier.
ARTICLE 31 - SURVIVAL OF OBLIGATIONS
The obligations of the parties under this Agreement, which by their nature would
continue beyond the termination, cancellation or expiration of this Agreement,
shall survive termination, cancellation or expiration of this Agreement.
ARTICLE 32 - INFRINGEMENT
Supplier shall indemnify and save harmless Company, its affiliates, its and
their customers, and each of their officers, directors, employees, successors
and assigns (all hereinafter referred to in this clause as Company) from and
against any losses, damages, liabilities, fines, penalties, and expenses
(including reasonable attorneys' fees) that arise out of or result from any
proved or unproved claim meeting both (1) and (2) as follows: (1) of
infringement of any patent, copyright, trademark or trade secret right, or other
intellectual property right, private right, or any other proprietary or personal
interest, and (2) related by circumstances to the existence of this Agreement or
performance under or in contemplation of it (an Infringement Claim). If the
Infringement Claim arises solely from Supplier's adherence to Company's written
instructions regarding services or tangible or intangible goods provided by
Supplier (Items) and if the Items (1) are not commercial items available on the
open market or the same as such items, or (2) are not items of Supplier's
designated origin, design or selection, Company shall indemnify Supplier.
Company or Supplier (at Company's request) shall defend or settle, at its own
expense any demand, action or suit on any Infringement Claim for which it is
indemnitor under the preceding provisions and each shall timely notify the other
of any assertion against it of any Infringement Claim and shall cooperate in
good faith with the other to facilitate the defense of any such Claim.
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<PAGE> 28
ARTICLE 33 - INFORMATION
1. Company and Supplier, for their mutual benefit, desire to disclose to
one another certain Information (defined in Paragraph 2 below) for the
purpose of enabling Supplier to furnish MATERIAL to Company and Company
to furnish products to its customers ("Purpose").
2. Information consists of certain specifications, designs, plans,
drawings, software, data, prototypes, or other business and/or
technical information, and all copies and derivatives containing such
Information, related to the material which a party considers
proprietary or confidential ("Information"). Information may be in any
form or medium, tangible or intangible, and may be communicated in
writing, orally, or through visual observation. Information shall be
subject to this Agreement, if it is in tangible form, only if clearly
marked as proprietary when disclosed to the receiving party or, if not
in tangible form, its proprietary nature must first be announced, and
it must be reduced to writing and furnished to the receiving party
within thirty days of the initial disclosure.
3. Each party's exclusive representative for receiving tangible
Information Is:
COMPANY: Lucent Technologies SUPPLIER: Netro Corporation
Name: Mark Dale Name: Matthew C. Powell
Title: Director, Architecture & Systems Title: Senior Vice President
Engineering
Address: 890 Tasman Drive Address: 3860 North First Street
Milpitas, CA 95035 San Jose, CA 95134-1702
Phone: 408-952-7421 Phone: 408-216-1515
4. Information, other than proprietary Information identified and
furnished as provided above, shall not be subject to any restriction on
the receiving party's disclosure or use thereof.
5. This Agreement applies to Information disclosed during the term of this
Agreement.
6. Company and Supplier agree that for a Confidentiality Period ending
three years after the termination, expiration or cancellation of this
Agreement:
a) The receiving party shall use Information only for the
Purpose, shall hold Information in confidence using the same
degree of care as it normally exercises to protect its own
proprietary information, but not less than reasonable care,
taking into account the nature of the Information, and shall
grant access to Information only to its employees who have a
need to know, shall cause its employees to comply with the
provisions of this Agreement applicable to the receiving
party, shall reproduce Information only to the extent
essential to fulfilling the Purpose, and shall prevent
disclosure of Information to third parties. The receiving
party may, however, disclose the Information to its
consultants and contractors with a
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<PAGE> 29
need to know; provided that by doing so, the receiving party
agrees to bind those consultants and contractors to terms at
least as restrictive as those stated herein, advise them of
their obligations, and indemnify the disclosing party for any
breach of those obligations.
b) Upon the disclosing party's request, the receiving party shall
either return to the disclosing party all Information or shall
certify to the disclosing party that all media containing
Information have been destroyed. Provided, however, that an
archival copy of the Information may be retained in the files
of the receiving party's counsel, solely for the purpose of
proving the contents of the Information.
7. The foregoing restrictions on each party's use or disclosure of
Information shall not apply to Information that the receiving party can
demonstrate:
a) was independently developed by or for the receiving party
without reference to the Information, or was received without
restrictions; or
b) has become generally available to the public without breach of
confidentiality obligations of the receiving party; or
c) was in the receiving party's possession without restriction or
was known by the receiving party without restriction at the
time of disclosure; or
d) is the subject of a subpoena or other legal or administrative
demand for disclosure; provided, however, that the receiving
party has given the disclosing party prompt notice of such
demand for disclosure and the receiving party reasonably
cooperates with the disclosing party's efforts to secure an
appropriate protective order.
8. Access to Information hereunder shall not preclude an individual who
has seen such Information for the purposes of this Agreement from
working on future projects for the receiving party which relate to
similar subject matters, provided that such individual does not make
reference to the Information and does not copy the substance of the
Information during the Confidentiality Period. Furthermore, nothing
contained herein shall be construed as imposing any restriction on the
receiving party's disclosure or use of any general learning, skills or
know-how developed by the receiving party's personnel under this
Agreement, if such disclosure and use would be regarded by a person of
ordinary skill in the relevant area as not constituting a disclosure or
use of the Information.
9. As between the parties, all Information shall remain the property of
the disclosing party. By disclosing Information or executing this
Agreement, the disclosing party does not grant any license, explicitly
or implicitly, under any trademark, patent, copyright, mask work
protection right, trade secret or any other intellectual property
right. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES REGARDING THE
INFORMATION, INCLUDING ALL WARRANTIES WITH RESPECT TO INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS AND ALL WARRANTIES AS TO THE ACCURACY OR
UTILITY OF SUCH INFORMATION.
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<PAGE> 30
The parties acknowledge that certain products, software and technical
information provided pursuant to this Agreement may be subject to United States
export laws and regulations and agree that any use or transfer of such items
must be authorized by the appropriate United States government agency. Neither
party shall directly or indirectly use, distribute, transfer or transmit any
item of Information (even if incorporated into other products, software and
technical information), except in compliance with United States export laws and
regulations.
ARTICLE 34 - IDENTIFICATION
Either party may identify the other party in a factual statement that does not
imply an endorsement and does not use any identification. Neither party shall,
without the other's prior written consent, engage in publicity related to this
Agreement, or make public use of any Identification in any circumstances related
to this Agreement. "Identification" with respect to the Company, means any
semblance of any trade name, trademark, service mark, insignia, symbol, logo, or
any other designation or drawing of Lucent Technologies, Supplier, or their
affiliates. Supplier shall remove or obliterate any such Identification prior to
any use or disposition of any material rejected or not purchased by Company.
ARTICLE 35 - INSIGNIA
Upon Company's written request, "Insignia", including certain trademarks, trade
names, insignia, symbols, decorative designs, or packaging designs of Company,
Lucent Technologies Inc. (hereinafter "Lucent Technologies"), or evidences of
Company's, Company's Agent's, or Lucent Technologies' inspection will be
properly affixed by Supplier to the material furnished or its packaging. Such
Insignia will not be affixed, used, or otherwise displayed on the material
furnished or in connection therewith without written approval of Company. The
manner in which such Insignia will be affixed must be approved in writing by
Company in accordance with standards established by Lucent Technologies as
applicable. Lucent Technologies Inc., (Company) shall retain all right, title
and interest in any and all packaging designs, finished artwork, and separations
furnished to Supplier. This clause does not reduce or modify Supplier's
obligations under the IDENTIFICATION and USE OF INFORMATION CLAUSES.
ARTICLE 36 - THIS ARTICLE INTENTIONALLY LEFT BLANK
ARTICLE 37 - COMPLIANCE WITH LAWS
Supplier and Company shall comply at their own expense with all applicable laws,
ordinances, regulations and codes, including the identification and procurement
of required permits, certificates, licenses, insurance, approvals and
inspections in performance under this Agreement.
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<PAGE> 31
ARTICLE 38 - FORCE MAJEURE
Neither party shall be held responsible for any delay or failure in performance
of any part of this Agreement to the extent such delay or failure is caused by
fire, flood, strike, civil, governmental or military authority, act of God, or
other similar causes beyond its control and without the fault or negligence of
the delayed or non-performing party or its subcontractors ("force majeure
conditions"). Supplier's liability for loss or damage to Company's material in
Supplier's possession or control shall not be modified by this clause. When a
party's delay or nonperformance continues for a period of at least twenty (20)
days, the other party may terminate, at no charge, this Agreement or an order
under the Agreement.
ARTICLE 39 - ASSIGNMENT
Neither party shall assign any right or interest under this Agreement (excepting
solely for moneys due or to become due) without the prior written consent of the
other party, which consent shall not be unreasonably withheld. Supplier shall be
responsible to Company for all Work performed by Supplier's subcontractor(s) at
any tier.
ARTICLE 40 - TAXES
Company shall reimburse Supplier only for the following tax payments with
respect to transactions under this Agreement unless Company advises Supplier
that an exemption applies: state and local sales and use taxes, as applicable.
Taxes payable by Company shall be billed as separate items on Supplier's
invoices and shall not be included in Supplier's prices. Company shall have the
right to have Supplier contest any such taxes; at Company's expense, that
Company deems improperly levied at Company's expense and subject to Company's
direction and control.
ARTICLE 41 - GOVERNMENT CONTRACT PROVISIONS
Orders placed under this Agreement containing a notation that the MATERIAL is
intended for use under Government contracts shall be subject to the then current
Government Provisions printed thereon or in attachments thereto.
ARTICLE 42 - RIGHT OF ENTRY
Each party shall have the right to enter the premises of the other party during
normal business hours with respect to the performance of this Agreement
including an inspection or a Quality Review, subject to all plant rules and
regulations, clearances, security regulations and procedures as applicable. Each
party shall provide safe and proper facilities for such purpose.
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<PAGE> 32
ARTICLE 43 - RELEASES VOID
Neither party shall require (i) waivers or releases of any personal rights or
(ii) execution of documents which conflict with the terms of this Agreement,
from employees, representatives or customers of the other in connection with
visits to its premises and both parties agree that no such releases, waivers or
documents shall be pleaded by them or third persons in any action or proceeding.
ARTICLE 44 - SERVICES
It is understood that visits by Supplier's representatives or its suppliers'
representatives for inspection, adjustment or other similar purposes in
connection with MATERIAL purchased under this Agreement shall for all purposes
be deemed "Work under this Agreement" and shall be at no charge to Company
unless otherwise agreed in writing between the parties. Technical support visits
by Supplier's personnel, when authorized for payment by Company, shall be
compensated in accordance with Supplier's standard rates shown in Appendix A.
ARTICLE 45 - IMPLEADER
Supplier shall not implead or bring an action against Company based on any claim
by any person for personal injury or death to an employee of Company for which
Company has previously paid or is obligated to pay worker's compensation
benefits to such employee or claimant and for which such employee or claimant
could not otherwise bring legal action against Company.
ARTICLE 46 - TOXIC SUBSTANCES AND PRODUCT HAZARDS
Supplier hereby warrants to Company that, except as expressly stated elsewhere
in this Agreement, all MATERIAL furnished by Supplier as described in this
Agreement is safe for its foreseeable use, is not defined as a hazardous or
toxic substance or material under applicable federal, state or local law,
ordinance, rule, regulation or order (hereinafter collectively referred to as
"law" or "laws"), and presents no abnormal hazards to persons or the
environment. Supplier also warrants that it has no knowledge of any federal,
state or local law, that prohibits the disposal of the MATERIAL as normal refuse
without special precautions except as expressly stated elsewhere in this
Agreement. Supplier also warrants that where required by law, all MATERIAL
furnished by Supplier is either on the EPA Chemical Inventory compiled under
Section 8 (a) of the Toxic Substances Control Act, or is the subject of an
EPA-approved premanufacture notice under 40 CFR Part 720. Supplier further
warrants that all MATERIAL furnished by Supplier complies with all use
restrictions, labeling requirements and all other health and safety requirements
imposed under federal, state, or local laws. Supplier further warrants that,
where required by law, it shall provide to Company, prior to delivery of the
MATERIAL, a Material Safety Data Sheet which complies
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<PAGE> 33
with the requirements of the Occupational Safety and Health Act of 1970 and all
rules and regulations promulgated thereunder.
Supplier agrees to defend, indemnify and hold Company harmless for any expenses
(including, but not limited to, the cost of substitute material, less
accumulated depreciation) that Company may incur by reason of the recall or
prohibition against continued use or disposal of MATERIAL furnished by Supplier
as described in its Agreement whether such recall or prohibition is directed by
Supplier or occurs under compulsion of law. Company agrees to cooperate with
Supplier to facilitate and minimize the expense of any recall or prohibition
against use of disposal of MATERIAL directed by Supplier or under compulsion of
law.
Supplier further agrees to defend, indemnify and hold Company harmless from and
against any claims, demands, suits, judgments, liabilities, costs and expenses
(including reasonable attorney's fees) which Company may incur under any
applicable federal, state or local laws, and any and all amendments thereto,
including but not limited to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980; the Consumer Product Safety act of 1972;
the Toxic Substances Control Act; Fungicide, and Rodenticide Act; the
Occupational Safety and Health Act; and the Atomic Energy Act; and any and all
amendments to all applicable federal, state, or local laws, by reason of
Company's acquisition, use, distribution or disposal of MATERIAL furnished by
Supplier under this Agreement.
The standard applicable to Supplier under this Article 46 shall be the laws and
regulations in effect at the time MATERIAL is manufactured or shipped.
ARTICLE 47 - CHLOROFLUOROCARBONS
Supplier hereby warrants that it is aware of international agreements and
pending legislation in several nations, including the United States, which would
limit or ban importation of any product containing, or produced using
chlorofluorocarbons ("CFCs") and certain chlorinated solvents. Supplier hereby
warrants that the MATERIAL will conform to all current and future requirements
established pursuant to such agreements, legislation and impending regulations,
and that the MATERIAL will be able to be imported and used lawfully under all
such agreements, legislation and requirements. Supplier also warrants that it is
currently reducing or, if Supplier is not the manufacturer of the MATERIAL, is
currently causing its manufacturing vendor to reduce and will, in an expeditious
manner, eliminate, or, as applicable, have its manufacturing vendor eliminate
the use of ODC's in the manufacture of the MATERIAL.
ARTICLE 48 - INSURANCE
Supplier shall maintain and cause Supplier's subcontractors to maintain during
the term of this Agreement: (1) Workers' Compensation insurance as prescribed by
the law of the state or nation
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<PAGE> 34
in which the Work is performed; (2) employer's liability insurance with limits
of at least $500,000 for each occurrence; (3) automobile liability insurance if
the use of motor vehicles is required, with limits of at least $1,000,000
combined single limit for bodily injury and property damage per occurrence; (4)
Commercial General Liability ("CGL") insurance, ISO 1988 or later occurrence
form of insurance, including Blanket Contractual Liability and Broad Form
Property Damage, with limits of at least $1,000,000 combined single limit for
bodily injury and property damage per occurrence; and (5) if the furnishing to
Company (by sale or otherwise) of material or construction services is involved,
CGL insurance endorsed to include products liability and completed operations
coverage in the amount of $5,000,000 per occurrence. All CGL and automobile
liability insurance shall designate Lucent Technologies Inc., its affiliates,
and its directors, officers and employees (all referred to as "Company") as
additional insured. All such insurance must be primary and non-contributory and
required to respond and pay prior to any other insurance or self-insurance
available. Any other coverage available to Company shall apply on an excess
basis. Supplier agrees that Supplier, Supplier's insurer(s) and anyone claiming
by, through, under or in Supplier's behalf shall have no claim, right of action
or right of subrogation against Company and its customers based on any loss or
liability insured against under the foregoing insurance. Supplier and Supplier's
subcontractors shall furnish prior to the start of Work certificates or adequate
proof of the foregoing insurance, including if specifically requested by
Company, endorsements and policies. Company shall be notified in writing at
least thirty (30) days prior to cancellation of or any change in the policy.
Insurance companies providing coverage under this Agreement must be rated by A-M
Best with at least an A- rating. Supplier shall furnish Company with a
Certificate of Insurance indicating that Company is an additional insured.
ARTICLE 49 - INDEMNITY
At Company's request, Supplier agrees to indemnify, defend and hold harmless
Company, its affiliates, customers, employees, successors and assigns (all
referred to as "Company") from and against any losses, damages, claims, fines,
penalties and expenses (including reasonable attorney's fees) that arise out of
or result from: (1) injuries or death to persons or damage to property,
including theft, in any way arising out of or caused or alleged to have been
caused by the Work or services performed by, or material provided by Supplier or
persons furnished by Supplier; (2) assertions under Workers' Compensation or
similar acts made by persons furnished by Supplier; or (3) any failure of
Supplier to perform its obligations under this Agreement.
Company agrees that it will defend, at its own expense, all suits against
Supplier arising out (i) the representation by Company of the functionality of
the MATERIAL in a manner inconsistent with the Specifications, (ii) the
installation or use of the MATERIAL by Company or its employees or agents, in a
manner inconsistent with the instruction provided by Supplier.
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<PAGE> 35
ARTICLE 50 - CHOICE OF LAW
This Agreement and all transactions under it shall be governed by the laws of
the State of New York excluding its choice of laws rules and excluding the
Convention for the International Sale of Goods.
ARTICLE 51 - SEVERABILITY
If any of the provisions of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render unenforceable
the entire Agreement, but rather the entire Agreement shall be construed as if
not containing the particular invalid or unenforceable provision or provisions,
and the rights and obligations of Supplier and Company shall be construed and
enforced accordingly.
ARTICLE 52 - CLAUSE HEADINGS
The headings of the clauses in this Agreement are inserted for convenience only
and are not intended to affect the meaning or interpretation of this Agreement.
ARTICLE 53 - WAIVER
The failure of either party at any time to enforce any right or remedy available
to it under this Agreement or otherwise with respect to any breach or failure by
the other party shall not be construed to be a waiver of such right or remedy
with respect to any other breach or failure by the other party.
ARTICLE 54 - ENTIRE AGREEMENT
This Agreement shall incorporate the typed or written provisions on Company's
orders issued pursuant to this Agreement and shall constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement and the order(s) and shall not be modified or rescinded, except by a
writing signed by Supplier and Company. Printed provisions on the reverse side
of Company's orders (except as specified otherwise in this Agreement) and all
provisions on Supplier's forms shall be deemed deleted. Estimates or forecasts
furnished by Company shall not constitute commitments. The provisions of this
Agreement supersede all contemporaneous oral agreements and all prior oral and
written communications and understandings of the parties with respect to the
subject matter of this Agreement.
-30-
<PAGE> 36
ARTICLE 55 - MONTHLY ORDER AND SHIPMENT REPORTS
Supplier agrees to render monthly order and shipment reports on or before the
fifth working day of the succeeding month containing the information required on
report forms furnished by Company.
ARTICLE 56 - OPTION TO EXTEND
Company shall have the right to extend the period specified in the clause
AGREEMENT EFFECTIVE PERIOD up to three (3) consecutive twelve (12) month periods
by giving Supplier at least ninety (90) days prior written notice.
Within ten (10) days of the date of Company's notice to extend the period,
Supplier shall notify Company in writing whether Supplier proposes to revise the
price(s) under this Agreement. If the parties fail to agree on the revised
price(s) within twenty (20) days after the date of Supplier's notice, Company's
notice of extension shall be considered withdrawn and prices for outstanding
orders or orders placed during the term of this Agreement shall not be revised.
ARTICLE 57 - NEW AND CHANGED METHODS, PROCESSES AND EQUIPMENT
Supplier agrees to keep abreast of major developments in Supplier's industry and
to promptly advise Company of any developments which might affect the production
of any MATERIAL under this Agreement.
ARTICLE 58 - SAMPLES
Prior to first shipment of a new release of MATERIAL to Company or Company's
customers, Supplier shall submit a quantity of MATERIAL, to be mutually agreed
upon by the parties, and subject to Source Inspection by Company's designated
technical representative(s), for examination and subsequent approval by Company.
Supplier shall not make any shipments to the Company's customers under this
agreement prior to approval of the samples which will be manufactured in a
continuous run on Supplier's permanent production tooling in the case of
products intended for general availability, and manufactured in a manner
yielding at least the same functionality and reliability of those products
manufactured on Supplier's permanent production tooling in the case of
pre-general availability products. Company will purchase approved samples from
Supplier. If the samples do not comply in all respects with the specifications,
drawings, and intended functionality that have been previously agreed to by the
parties in writing, Supplier and Company will work together during a 15 day
period to establish a mutually agreeable defect assessment plan and correction
schedule to cure the defective MATERIAL. If Supplier does not submit complying
samples within 30 days after the 15 day mutually agreeable defect assessment
plan. Company shall have the right to terminate this agreement, unless an
extension is approved by mutual agreement, without any
-31-
<PAGE> 37
cost or charge to Company whatsoever, including costs or charges incurred by
Supplier in procuring equipment, material and special tooling to perform any
part of this Agreement, loss of profits or labor, and materials expended in the
production of samples.
ARTICLE 59 - THIS ARTICLE INTENTIONALLY LEFT BLANK
ARTICLE 60 - OZONE DEPLETING SUBSTANCES LABELING
Supplier warrants and certifies that all products, including packaging and
packaging components, provided to Company under this Agreement have been
accurately labeled, in accordance with the requirements of 40 CFR Part 82 -
entitled "Protection of Stratospheric Ozone, Subpart E - The Labeling of
Products Using Ozone Depleting Substances." Supplier agrees to indemnify, defend
and save harmless Company, its officers, directors and employees from and
against any losses, damages, claims, demands, suits, liabilities, fines,
penalties, and expenses (including reasonable attorneys' fees) that may be
sustained by reason of Supplier's non-compliance with such applicable law or the
terms of this warranty and certification.
ARTICLE 61 - HEAVY METALS AND/OR CFC IN PACKAGING
Supplier warrants to Company that no lead, cadmium, mercury or hexavalent
chromium have been intentionally added to any packaging or packaging component
(as defined under applicable laws) to be provided to Company under this
Agreement and that packaging materials were not manufactured using and do not
contain chlorofluorocarbons. Supplier further warrants to Company that the sum
of the concentration levels of lead, cadmium, mercury and hexavalent chromium in
the package or packaging component provided to Company under this Agreement does
not exceed 100 parts per million. Upon request, Supplier shall provide to
Company Certificates of Compliance certifying that the packaging and/or
packaging components provided under this Agreement are in compliance with the
requirements set forth above in this clause.
ARTICLE 62 - MEDIATION
If a dispute relates to this Agreement, or its breach, and the parties have not
been successful in resolving such dispute through negotiation, the parties agree
to attempt to resolve the dispute through mediation by submitting the dispute to
a sole mediator selected by the parties or, at any time at the option of a
party, to mediation by the American Arbitration Association ("AAA") in San Jose,
California. Each party shall bear its own expenses and an equal share of the
expenses of the mediator and the fees of the AAA. All defenses based on passage
of time shall be suspended pending the termination of the mediation. Nothing in
this clause shall be construed to preclude any party from seeking injunctive
relief in order to protect its rights pending mediation.
-32-
<PAGE> 38
ARTICLE 63 - ELECTRONIC DATA INTERCHANGE (EDI)
Supplier and Company agree that they will use electronic means of issuing
purchase orders, acknowledgments, purchase order changes, ship notices, or such
other purchasing communications as may be agreed upon by Supplier and Company
for transactions under this Agreement ("Electronic Data Interchange" or "EDI").
Such EDI shall be effective on a date to be determined by mutual agreement of
the parties. In order to implement and operate such EDI, Supplier shall, no
later than a date to be determined by mutual agreement of the parties, at its
sole expense obtain, make fully operational and maintain all equipment, software
and other materials set forth in Company's document "How To Get Started on
Electronic Procurement Communications With Lucent Technologies" (May 1, 1996) (a
copy of which Supplier has in its possession). Supplier shall also execute an
Electronic Purchasing Agreement with Company at the time of execution of this
Agreement.
ARTICLE 64 - BAR CODE SHIPPING AND RECEIVING LABELS
No later than a date to be determined by mutual agreement of the parties,
Supplier shall at its sole expense place Company's specified bar code labels on
all shipping packages and containers for the material shipped under this
Agreement. Such bar code labels and the placement thereof shall meet the
requirements shown in the document "Bar Coding With Lucent Technologies - How To
Get Started" May 1, 1996) (a copy of which Supplier has in its possession).
Company may change such specification upon written notice to Supplier and
Supplier shall comply with such changes.
ARTICLE 65 - THIS ARTICLE INTENTIONALLY LEFT BLANK
ARTICLE 66 - AUDIT
With the exception of prices fixed by this Agreement, Supplier shall maintain
accurate and complete records including a physical inventory, if applicable, of
all costs incurred under this Agreement which may affect verification,
redetermination, or revision of prices under this Agreement. These records shall
be maintained in accordance with recognized commercial accounting practices so
they may be readily audited and shall be held until costs have been finally
determined under this Agreement and payment or final adjustment of payment, as
the case may be, has been made. Supplier shall permit Company or Company's
representative to examine and audit these records and all supporting records at
all reasonable times. Audits shall be made not later than (a) one (1) calendar
year after the final delivery date of material ordered or completion of services
rendered or (b) one (1) calendar year after the expiration date of this
Agreement, whichever comes later.
-33-
<PAGE> 39
ARTICLE 67 - RECORDS
Supplier shall maintain complete and accurate records of all amounts billable to
and payments made by Company hereunder, in accordance with generally accepted
accounting practices. Supplier shall retain such records for a period of three
(3) years from the date of invoice for the final shipment of MATERIALS covered
by this Agreement. Supplier agrees to provide supporting documentation
concerning any disputed amount or invoice to Company within thirty (30) days
after Company provides written notice of the dispute to Supplier.
ARTICLE 68 - THIS SECTION INTENTIONALLY LEFT BLANK
ARTICLE 69 - INSTALLATION/CUTOVER ASSISTANCE
In the event Supplier is not installing the MATERIAL, and if requested by
Company, Supplier agrees to make available at the installation site, , a field
engineer to render installation and cutover assistance as required by Company at
Supplier's prices shown in Appendix A.
ARTICLE 70 - EMERGENCY SERVICE
In addition to the MATERIAL replacement provisions set forth in the "WARRANTY"
and "REPAIRS NOT COVERED UNDER WARRANTY" clauses, Supplier agrees, in the event
of an emergency out-of-service condition caused by MATERIAL furnished under this
Agreement to ship replacement MATERIAL within twenty-four (24) hours of verbal
notification by Company. Supplier's prices in Appendix A shall apply for
"REPAIRS NOT COVERED UNDER WARRANTY" MATERIAL.
ARTICLE 71 - INVOICING FOR GOODS
Supplier shall: (1) render original invoice, or as otherwise specified in this
Agreement, showing Agreement and order number, through routing and weight; (2)
render separate invoices for each shipment within twenty-four (24) hours after
shipment; and (3) mail invoices with copies of bills of lading and shipping
notices to the address shown on this Agreement or order. If prepayment of
transportation charges is authorized, Supplier shall include the transportation
charges from the FOB point to the destination as a separate item on the invoice
stating the name of the carrier used.
-34-
<PAGE> 40
ARTICLE 72 - YEAR 2000 WARRANTY
With respect to all Material, Equipment, Services and Software provided to
Company under this Agreement, Supplier warrants to Company and its customers
that: (i) the operation of such deliverables on or after January 1, 2000,
without limitation as to date, shall in no way be different from their operation
prior to that date; and (ii) such deliverables will be able to process, store,
record and present data containing dates in the Year 2000, and thereafter
without limitation as to date, in the same manner as data containing dates prior
to the Year 2000. Supplier further warrants that to the extent its internal
systems impact its relationship with Company, such systems also comply with the
foregoing warranties.
Netro Corporation Lucent Technologies Inc.
By: /s/ GIDEON BEN-EFRAIM By: /s/ JEFFERY S. INSELMANN
------------------------------ ------------------------------
Name (Print): Gideon Ben-Efraim Name (Print): Jeffery S. Inselmann
-------------------- --------------------
Title: CEO Title: CFO VP
--------------------------- ---------------------------
Date: 10-7-98 Date: 10-6-98
---------------------------- ----------------------------
-35-
<PAGE> 41
APPENDIX A: PRICE SCHEDULE
1. MATERIAL
Discount Schedule during first [***] years of agreement
<TABLE>
<CAPTION>
Annual Value of Ordering Min % discount from List Price
- ------------------------ ------------------------------
<S> <C>
Quantities to Supplier
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
</TABLE>
Discount Schedule after the first [***] years of agreement
<TABLE>
<CAPTION>
Annual Value of Ordering
Quantities to Supplier Min % discount from List Price
---------------------- ------------------------------
<S> <C>
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
</TABLE>
Note: The above discount schedules are applicable to hardware and software
products shown in this Agreement but do not apply to labor rates and services
which are also shown in this Agreement.
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
<PAGE> 42
AIRSTAR
<TABLE>
<S> <C> <C> <C> <C>
AIRSTAR ACCESSORY
Recommended Installation Kit
SHW-X-1000-01 AirStar User's Manual 1 LA [***]
SHW-X-1002-00 Installation Toolkit 1 LA [***]
Cables
CAB-X-0001-00 Cable, DB15 to RJ-45 1 TBA
AIRVIEW PMP
Base Unit
NMS-X-2003-01 AirView, Link Explorer, PMP, single user, CD-ROM 1 LA [***]
NMS-X-2004-01 AirView, Link Explorer, PMP, site license, CD-ROM 1 LA [***]
NMS-X-2005-00 AirView, Link Explorer, PMP, Laptop 1 LA [***]
BASE MODEM MODULE
Base Unit
BMM-E-1207-02 Base Modem Module, 1 channel, 7 MHz ETSI, 4 QAM 2 TBA [***]
BMM-E-1214-02 Base Modem Module, 1 channel, 14 MHz ETSI, 4 QAM 2 TBA [***]
BMM-F-1210-02 Base Modem Module, 1 channel, 10 MHz FCC, 4 QAM 2 TBA [***]
BMM-F-1220-02 Base Modem Module, 1 channel, 20 MHz FCC, 4 QAM 2 TBA [***]
BASE MODEM UNIT
Base Unit
BMU-E-2000-00 Modem unit, 2 channel, 8Mb/s per channel, 4QAM, 1 LA [***]
ETSI
BASE RADIO UNIT
Base Unit
BRU-E-2601-01 BRU, 26 GHz, Band 1, 90(0)Sector, Vertical
Polarization, 7 1 LA [***]
BRU-E-2603-01 BRU, 26 GHz, Band 3, 90(0)Sector, Vertical
Polarization, 7 1 LA [***]
BRU-E-2611-01 BRU, 26 GHz, Band 1, 45(0)Sector, Vertical
Polarization, 7 1 LA [***]
BRU-E-2613-01 BRU, 26 GHz, Band 3, 45(0)Sector, Vertical
Polarization, 7 1 LA [***]
BRU-E-1001-02 BRU, 10 GHz, Band 1, 90(0)Sector, Vertical
Polarization 2 TBA [***]
BRU-E-1011-02 BRU, 10 GHz, Band 1, 45(0)Sector, Vertical
Polarization 2 TBA [***]
BRU-E-1021-02 BRU, 10 GHz, Band 1, 30(0)Sector, Vertical
Polarization 2 TBA [***]
BRU-E-1081-02 BRU, 10 GHz, Band 1, 90(0)Sector, Horizontal
Polarization 2 TBA [***]
BRU-E-10A1-02 BRU, 10 GHz, Band 1, 30(0)Sector, Horizontal
Polarization 2 TBA [***]
BRU-E-2601-02 BRU, 26 GHz, Band 1, 90(0)Sector, Vertical
Polarization 2 TBA [***]
BRU-E-2603-02 BRU, 26 GHz, Band 3, 90(0)Sector, Vertical
Polarization 2 TBA [***]
BRU-E-2611-02 BRU, 26 GHz, Band 1, 45(0)Sector, Vertical
Polarization 2 TBA [***]
BRU-E-2613-02 BRU, 26 GHz, Band 3, 45(0)Sector, Vertical
Polarization 2 TBA [***]
Required Mounting Accessories
SHW-X-2001-00 BRU, Bracket, Single BRU, Pole Mount 1 LA [***]
SHW-X-2002-00 BRU, Bracket, Dual BRU, Pole Mount, 10 GHz 2 TBA [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-2-
<PAGE> 43
<TABLE>
<S> <C> <C> <C> <C>
BASE SECTOR CONTROLLER
Base Unit
BSC-X-2000-01 BSC, 2 Ch, [***] Mb/s max throughput 1 LA [***]
BSC-X-4000-02 BSC, 4 Ch, [***] Mb/s max throughput 2 TBA [***]
Spares
BSC-X-1001-00 BSC, Back Card 1 GA
BSC-X-1005-01 BSC, Front Card, 2 Ch., [***] Mb/s max throughput 1 LA
BSC-X-1001-02 BSC, Back Card 2 TBA
BSC-X-1005-02 BSC, Front Card, 4 Ch., [***] Mb/s max throughput 2 TBA
BASE STATION SHELF
Base Unit
BSS-E-1110-00 BSS, Non redundant, E3, -48V 1 GA [***]
BSS-E-2220-00 BSS, Fully Redundant, E3, -48V 1 GA [***]
BSS-F-2220-00 BSS, Fully Redundant, DS3, -48V 1 TBA [***]
BSS-F-1110-00 BSS, Non redundant, DS3, -48V 1 TBA [***]
BSS-X-1111-00 BSS, Non redundant, OC3/STM1, -48V 1 GA [***]
BSS-X-2221-00 BSS, Fully redundant, OC3/STM1, -48V 1 GA [***]
BSS-X-3000-02 BSS Station Shelf 2 TBA [***]
Required Software Accessories
SFW-X-1001-00 BSS, Software, BSC Redundancy 1 GA [***]
SFW-X-1002-00 BSS, Software, Broadband Wireless OS 1 GA [***]
Optional AC Power Cords
BSS-X-0004-11 BSS, Power Cord, CEE 7/7 1 GA [***]
BSS-X-0004-12 BSS, Power Cord, BS 1363 1 GA [***]
BSS-X-0004-13 BSS, Power Cord, CE123-16/Vii 1 GA [***]
BSS-X-0004-14 BSS, Power Cord, NEMA L6-20 1 GA [***]
Installation Kit
BSS-X-0012-00 BSS, Installation Kit, DS3/E3, Redundant 1 LA [***]
BSS-X-0013-00 BSS, Installation Kit, OC3/STM-1, Redundant 1 LA [***]
Optional AC Power Supply Accessories
BSS-X-0004-01 BSS, AC Power Supply Option 1 (1 x 875, one AC 1 GA [***]
input)
BSS-X-0004-02 BSS, AC Power Supply Option 2 (2 x 875, one AC 1 GA [***]
BSS-X-0004-03 BSS, AC Power Supply Option 3 (2 x 875, two AC 1 GA [***]
SHW-X-3006-01 Power Supply, Dual, 110VAC 1 GA [***]
SHW-X-3006-02 Power Supply, Dual, 220VAC 1 GA [***]
Miscellaneous Accessories
BSS-X-0003-00 BSS, Cooling fan tray 1 GA [***]
BSS-X-0010-00 BSS, Ethernet Transceiver 1 GA [***]
BSS-X-0011-00 BSS, Clock Source, Stratum 3 1 TBA [***]
Spares
BSS-F-0006-00 BSS, BNM, DS3 Trunk card 1 GA [***]
BSS-X-0001-00 BSS, ASC Module 1 GA [***]
BSS-X-0002-00 BSS, DC Entry Module 1 GA [***]
BSS-X-0004-10 BSS, AC Power Supply Module, 875W 1 GA
BSS-X-0005-00 BSS, BNM, STM-1/OC3 1 GA [***]
BSS-X-9999-00 BSS, AXIS shelf, ASC module 1 GA [***]
BSS-E-0008-00 BSS, BNM, E3 Trunk card 3 GA [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-3-
<PAGE> 44
<TABLE>
<S> <C> <C> <C> <C>
SOFTWARE MAINTENANCE AND SERVICE
Required Software Maintenance
SVC-X-1002-00 BSS, Software, Broadband Wireless OS 1 GA [***]
SVC-X-1003-00 Software Maintenance, SAS, Broadband Wireless OS 1 GA [***]
SVC-X-1013-00 Software Maintenance, SAS, RFC1483 IP over ATM 1 LA [***]
SVC-X-2003-00 Software Maintenance, AirView LE PMP, Single User 1 LA [***]
SVC-X-2004-00 Software Maintenance, AirView LE PMP, Site 1 LA [***]
License
SVC-E-1003-01 Software Maintenance, SAS, Broadband Wireless OS 2 TBA [***]
SVC-E-1004-00 Software Maintenance, SAS, ISDN PRI, DASS2 2 TBA [***]
SVC-E-1020-02 Software Maintenance, SAS, BBWOS, IP, FR, ISDN, 2 LA [***]
DES
SVC-X-1010-00 Software Maintenance, SAS, FR/ATM Interworking 2 TBA [***]
SVC-X-1014-00 Software Maintenance, SAS, ISDN PRI and DASS2 2 TBA [***]
SVC-X-1020-01 Software Maintenance, SAS, BBWOS, IP, FR 2 TBA [***]
SVC-X-1001-00 Software Maintenance, BSC Redundancy 2.5 GA [***]
Optional Software Service
SVC-X-2000-00 Software Service, On-Site, per Man-Day 1 GA [***]
SUBSCRIBER ACCESS SYSTEM
Base Unit
SAS-E-1002-01 SAS, 4QAM, 7 MHz, 2xE1, 10BaseT 1 LA [***]
SAS-E-1202-02 SAS, 4QAM, 14 MHz, 2xE1, 10BaseT, DES 2 TBA [***]
SAS-E-1204-02 SAS, 4QAM, 14 MHz, 4xE1, 10BaseT, DEC 2 TBA [***]
SAS-E-1222-02 SAS, 4QAM, 14 MHz, 2xE1, 2xSerial, 10BaseT, DES 2 TBA [***]
Required Software Accessories
SFW-X-1003-01 SAS, Software, Broadband Wireless OS 1 GA [***]
SFW-E-1003-02 SAS, Software, Broadband Wireless OS, DES40 2 TBA [***]
SFW-E-1020-02 SAS, Software, Bundle, BBWOS, IP, FR, ISDN, DES 2 TBA [***]
SFW-F-1003-02 SAS, Software, Broadband Wireless OS, DES56 2 TBA [***]
SFW-F-1020-02 SAS, Software, Bundle, BBWOS, IP, FR, ISDN, DES 2 TBA [***]
SFW-X-1020-01 SAS, Software, Bundle, BBWOS, IP, FR 2 TBA [***]
Optional Software Accessories
SFW-X-1013-00 SAS, Software, RFC1483 IP over ATM 1 LA [***]
SFW-E-1014-00 SAS, Software, ISDN PRI, DASS2 2 TBA [***]
SFW-X-1010-00 SAS, Software, FR/ATM Interworking 2 TBA [***]
Optional Power Supply Accessories
SHW-X-3005-00 SAS, Software Supply, 220 VAC 1 GA [***]
SHW-X-3007-01 Power Supply, AC, Battery Back-Up 1 GA [***]
Optional Connector Adapter Accessories
SFW-X-3008-00 SAS, Converter, 120 Ohm to 75 Ohm 1 TBA [***]
SFW-X-3021-00 SAS, Converter, X.21 2 TBA [***]
SHW-X-3035-00 SAS, Converter, V.35 2 TBA [***]
SUBSCRIBER RADIO UNIT
Base Unit
SRU-E-2602-01 SRU, ETSI 26 GHz, Band 2, 7 MHz, Integral antenna 1 LA [***]
SRU-E-2604-01 SRU, ETSI 26 GHz, Band 4, 7 MHz, Integral antenna 1 LA [***]
SRU-E-2612-01 SRU, ETSI 26 GHz, Band 2, 7 MHz, Non-integral 1 LA [***]
antenna
SRU-E-2614-01 SRU, ETSI 26 GHz, Band 4, 7 MHz, Non-integral 1 LA [***]
antenna
SRU-E-1002-01 SRU, ETSI 10.5 GHz, Band 2, Integral antenna 1.5 LA [***]
SRU-E-1020-02 SRU, ETSI 10.5 GHz, Band 2, Integral antenna 2 TBA [***]
SRU-E-2602-02 SRU, ETSI 26 GHz, Band 2, 14 MHz, Integral 2 TBA [***]
antenna
SRU-E-2604-02 SRU, ETSI 26 GHz, Band 4, 14 MHz, Integral 2 TBA [***]
antenna
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-4-
<PAGE> 45
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SRU-E-2612-02 SRU, ETSI 26 GHz, Band 2, 14 MHz, Non-integral 2 TBA [***]
antenna
SRU-E-2614-02 SRU, ETSI 26 GHz, Band 4, 14 MHz, Non-integral 2 TBA [***]
antenna
Required Mounting Accessories
SHW-X-2010-01 SRU, Bracket, Wall Mount, Integral Antenna 1 LA [***]
SHW-X-2010-02 SRU, Bracket, Pole Mount, Integral Antenna 1 LA [***]
SHW-X-2012-00 SRU, Bracket, Pole Mount, 10 GHz 2 TBA [***]
SHW-X-2012-01 SRU, Bracket, Wall Mount, 10 GHz 2 TBA [***]
Nonintegral Antenna Options
ANT-X-2601-01 Antenna, 24-26 GHz, 12" parabolic 1 LA [***]
ANT-X-2602-01 Antenna, 24-26 GHz, 24" parabolic 1 LA [***]
</TABLE>
NOTES
Availability of all product subject to change without notice. Please contact
your Netro Sales
Office for the most current availability information
Status Notes:
TBA - To Be Available. Field Sales may generate quotes and accept purchase
orders
LA - Limited Availability to qualified customers only
GA - General Availability (No restrictions)
D - Discontinued Product. Do not order
[***] CONFIDENTIAL TREATMENT REQUESTED
-5-
<PAGE> 46
APPENDIX B: DELIVERY SCHEDULE AND MANUFACTURING INTERVAL
MANUFACTURING INTERVAL - Supplier's manufacturing interval for generally
available MATERIAL covered by this Agreement is [***] days for SAS equipment,
[***] days for non-SAS equipment. The manufacturing interval covers time
required by Supplier to obtain raw material and produce standard finished
MATERIAL.
DELIVERY INTERVAL - Supplier shall ship finished MATERIAL within three (3) days
after the manufacturing interval and upon receipt of Company's Order unless the
Order sets forth a later shipping date.
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
<PAGE> 47
AirStar System Specifications for 10GHz and 26GHz are attached hereto and made a
part hereof.
-1-
<PAGE> 48
AIRSTAR SYSTEM SPECIFICATIONS
10 GHZ (ITU VERSION)
RADIO PERFORMANCE SPECIFICATIONS
RANGE AND AVAILABILITY (TYPICAL)
13.5 kilometer radius, 99.997% availability (CCIR climatic Zone E, Northern
Europe) minimum antenna gains
ANTENNAS:
BASE STATION:
The Base Station Radio comprises a number of sectorized radio unit arrays. Each
sector has one or more Base Radio Units, allowing modular capacity build-up and
redundant configuration of both radio and antenna.
<TABLE>
<CAPTION>
Azimuth Elevation Nominal # of Sectors Availability
Beamwidth Beamwidth Gain Per Cell
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
30 degrees 7 degrees 20 dBi 1 to 12 [***]
45 degrees 7 degrees 18 dBi 1 to 8 [***]
90 degrees 7 degrees 15 dBi 1 to 4 [***]
- -------------------------------------------------------------------------------------------
</TABLE>
SUBSCRIBER TERMINAL:
High performance planar antenna, 26 dB nominal gain.
<TABLE>
<S> <C>
RADIO PERFORMANCE SPECIFICATIONS:
Synthesizer Design: PLL, software controlled
Frequency Range: 10.15 to 10.65 GHz
T/R Spacing: 350MHz
Tuning Range: 150 MHz
Channel Bandwidth: 7 MHz, 14 MHz [***]
Tuning Step Size: 3.5 MHz
Maximum Transmit Power (4QAM): [***] dBm (typical)
Automatic Tx Power Control Dynamic Range: 50 dB
AIR INTERFACE
MODULATION FORMAT
Base Station to Subscriber Terminal: 4 QAM, TDM
Subscriber Terminal to Base Station: 4 QAM, TDMA
FDM of multiple 7 MHz carriers and Tx to RX
separation
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
<PAGE> 49
<TABLE>
<S> <C>
RECEIVER SENSITIVITY - TYPICAL (BER = [***] AFTER FEC)
4QAM, 8 Mb/s: [***] dBm
4QAM, 16 Mb/s: [***] dBm [***]
</TABLE>
MEDIUM ACCESS CONTROL
Netro's CellMAC protocol for wireless ATM, with centralized traffic scheduling
based on Netro's virtual framer for ATM CBR traffic and virtual shaper for ATM
VBR traffic.
<TABLE>
<S> <C>
SYSTEM CAPACITY
Capacity per subscriber (7 MHz, 4QAM): 64 Kb/s to 8 Mb/s
Capacity per Base Station Shelf: 155 Mb/s
LINK ENCRYPTION (REL.3)
DES Key Length 40 bit. 56 bit, with export license
</TABLE>
<TABLE>
<S> <C> <C>
INTERFACE SPECIFICATIONS:
CPE Interfaces Interworking Function Network Interface
E1 and Fractional E1 ATM AAL1 UDT and SDT E3/STM-1 ATM UNI
ISDN PRI [***] 16xG.703 [***]
ISDN BRI [***] VTOA 89 [***] V5.1, V5.2 [***], via
external host digital
terminal)
Frame Relay FRF.5 [***], FRF.8 [***]
10BaseT RFC 1483
</TABLE>
<TABLE>
<S> <C>
NETWORK MANAGEMENT
Host to Network Element Protocol: SNMP
Host Platform: Windows NT
Software Download: Local and Remote
Performance Monitoring: per G.821, G.826, and ITU-R 697-1
</TABLE>
SYSTEM AVAILABILITY
1 : 1 Redundancy on all base station components.
1 : N Redundancy on base station modems and radios [***]
[***] CONFIDENTIAL TREATMENT REQUESTED
-2-
<PAGE> 50
STANDARDS AND REGULATORY COMPLIANCE
<TABLE>
<S> <C>
System: ETSI prETS 300 431, BAPT 211 ZV, MPT 1420, pr ETS
TM4.ITU-R, RecF.749, x.731
EMC: CE Mark, CISPR 22, EN 55022, EN 50082-1 and 2,
ETS 300 339 AND 385
Physical Interfaces: ITU-T G.703, G.704, G.775, G.823, I.431, CTR 12,
IEEE 802.3
Mechanical and Safety: ISO 9001, FQAA, CE Mark, EN 60950, EN 41003, IEC 950
Environmental: ETS 300 019
ENVIRONMENTAL
Operating Temperature 0 degrees C to + 40 degrees C (Indoor unit)
-33 degrees C to + 55 degrees C (Outdoor unit)
Relative Humidity (Indoor): 5-95%, non-condensing
Altitude (System): 0 - 4500 m
Wind loading: 145 km/hr (Operational)
200 km/hr (Survival)
POWER
Input Voltage
- Base Station: -48 VDC
- Subscriber Terminal: -48 VDC or 220 VAC, 50 Hz
Power Consumption (Typical):
- Base Station: 400 W
- Subscriber Terminal: 35 W
</TABLE>
<TABLE>
<CAPTION>
MECHANICAL
Dimensions: H x W x D Weight
- ----------- --------- ------
<S> <C> <C>
Subscriber Terminal:
- Indoor unit (SAS) 4 cm x 21.5 cm x 28 cm 2.5 kg
- Outdoor unit (SRU) 22 cm x 22 cm x 7 cm 6.0 kg
Base Station:
- Indoor unit (BSS, incl. Cooling) 44.4 cm x 48.3 cm x 50.8 cm 21.5 kg
- Outdoor unit (BRU) 22 cm x 22 cm x 7 cm 5.5 kg
Indoor Unit to Outdoor Unit Connection: 0 - 100 m (LMR240)
0 - 300 m (LMR400)
</TABLE>
-3-
<PAGE> 51
The final content and availability of Release 2 features is subject to change
and is dependent upon developmental and field experience, as well as customer
requirements and market demands. As the developmental plans for AirStar
progress, we will keep Lucent apprised of the progress against milestones.
Release 3 features represent our current plans based on customer and partner
input. They are currently in an early definition phase and may be changed
depending on our mutual requirements. Final content and availability will be
determined in accordance with Netro's New Product Development Process.
-4-
<PAGE> 52
NETRO SUPPORT GUIDE FOR RESELLERS
AND SYSTEMS INTEGRATORS
All Resellers of Netro products are expected to be able technically and
organizationally to provide Tier I and Tier II support as outlined in this
document to the end user as the end user (Customer) requires. It is the
responsibility of the reseller to provide the following support to the end user
(Customer):
- - A Customer Service call center where users (Customers) can report
problems and receive Tier I and Tier II technical support.
- - A Spare Parts stock adequate to supply the user with replacement parts
as required to maintain the system.
- - Software upgrades and assistance with software installation.
- - Technical information including product documentation.
- - Training to the user regarding the operation of the equipment.
-4-
<PAGE> 53
I. TECHNICAL SUPPORT RESPONSIBILITIES
TIERED TECHNICAL SUPPORT RESPONSIBILITIES
Customers, Resellers System Integrators, and equipment vendors often refer to
levels of support as a tier 1, 2, or 3 level of support. At Netro Corporation,
the various levels of support are defined as follows:
<TABLE>
<CAPTION>
TIER ORGANIZATION RESPONSIBLE DUTIES
# FOR SUPPORT
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tier 1 Normally the responsibility - Assist operations personnel.
of the Customer, Reseller or - Provide product technical information.
System integrator. - Provide installation and configuration support.
- Perform first level diagnostic operations.
- Gather technical problem data.
- Remove and replace hardware.
- Escalate to Tier 2 support.
- ---------------------------------------------------------------------------------------------------------
Tier 2 Normally the responsibility - Be capable of training the Tier 1 support provider.
of the Reseller or System - Be familiar with the technical environment
integrator. including integrated 3rd party products.
- Confirm that a hardware or software failure has
occurred.
- Recommend operational workarounds.
- Utilize appropriate test equipment.
- Analyze traces, gather specific failure data.
- Have in-depth, specialized product knowledge.
- Create complex failure environments.
- Duplicate failure conditions in a lab environment.
- Recommend workarounds and probable failure causes.
- Assist Tier 3 support in characterizing and
duplicating failure events.
- Stock spare parts and manage the RMA process.
- ---------------------------------------------------------------------------------------------------------
Tier 3 Netro Technical Assistance - Have specific engineering level knowledge of the
Center product.
- Recommend and create hardware or software product
modifications.
- Assist Tier 2 with difficult technical situations.
The responsibility of Netro
Corp.
</TABLE>
-5-
<PAGE> 54
NETRO SERVICES
II. WARRANTY
HARDWARE PRODUCT WARRANTY
Netro warrants that all hardware products provided by Netro will be free from
defects in materials and workmanship under normal operating conditions
for a period of [***] following the date of shipment from Netro.
Should a product fail within this warranty period, Netro will, at its
discretion, repair or replace the defective product at no cost to the
customer. Defective products must be returned to Netro, shipping
prepaid. Replacement products may be refurbished units or may contain
refurbished materials. All repaired or replaced products will be
warranted for the remainder of the warranty period associated with the
original product or for a period of [***] days, whichever is longer.
HARDWARE REPLACEMENT DURING THE WARRANTY PERIOD
Customers desiring the rapid replacement of defective units during or after the
Warranty period will be expected to sign a Service Support Agreement
with their Reseller. The Reseller may choose either to hold an adequate
supply of spares for immediate replacement of faulty equipment or may
choose instead to obtain a back-to-back agreement with Netro for
`Advanced replacement' of critical parts. Advanced Replacement is
defined under `Repair Activities' later in this document.
SOFTWARE PRODUCT WARRANTY
Netro warrants that its software media will be free form defects in materials
and workmanship under normal operating conditions for a period of
[***] following the delivery of the software media. Netro also
warrants that the software will substantially conform to the functional
specifications set forth in the documentation for the software.
SOFTWARE SUPPORT DURING OR AFTER THE WARRANTY PERIOD
Customers who require telephone support during or after the Warranty period will
be expected to sign a Service Support Agreement with their Reseller. The
Reseller will need to obtain a back-to-back agreement with Netro for
Telephone Technical Support.
Customers requiring software updates and relevant associated documentation will
be expected to subscribe to the Software Subscription Service and sign a
relevant agreement with their Reseller. The Reseller will need to
purchase this service form Netro either via the Netro Software
Subscription Program or the Netro Reseller and Systems Integrator
Contract Support.
EXTENDED WARRANTY
Extended Warranty is available from Netro to Resellers. For an additional charge
related to the initial purchase price of equipment, Netro is willing to
extend the duration of the Warranty.
[***] CONFIDENTIAL TREATMENT REQUESTED
-6-
<PAGE> 55
-7-
<PAGE> 56
III. NETRO RESELLER AND SYSTEMS INTEGRATOR SUPPORT CONTRACT
THE NETRO RESELLER SUPPORT CONTRACT
The Netro Systems Integrator Support Contract is available to Resellers and
System Integrators who provide tier I and tier II support to the product end
user. The Reseller or System Integrator will receive Tier III technical support
and hardware repair services from Netro.
Services provided under the Reseller Support Contract are:
- - TELEPHONE TECHNICAL SUPPORT (TECHNICAL ASSISTANCE CENTER). Netro will
provide Tier III telephone support during normal business hours (08:00
to 18:00 Central European Time) from either Netro's local office or
Netro's Corporate Service Center. (Note: 24x7 Telephone Technical
Support is available from Netro's Corporate Service Center at an
additional charge. See the Support price list.) No one will accept USA
hours outside of USA!!
- - SOFTWARE UPDATES. Netro will provide major software updates as well as
maintenance fixes, upon request, for product supported under this
agreement, as defined within the Netro Software Subscription Program
- - DOCUMENTATION. Netro will provide the latest version of Netro's
technical documentation. This documentation may be on CD, in electronic
format or in hard copy.
- - PARTS REPAIR. Netro will include a repair service that will repair the
defective unit and return the repaired unit to the customer.
OR
- - RAPID REPLACEMENT OF PARTS: Netro will provide the "advanced
replacement" of critical parts in a timely manner as defined earlier in
this document. This provides for the rapid replenishment of local stock
and eliminates the need to wait for factory repairs to be returned.
-8-
<PAGE> 57
IV. NETRO SOFTWARE SUBSCRIPTION PROGRAM
THE NETRO SOFTWARE SUBSCRIPTION PROGRAM
The Netro Software Subscription Program offers a convenient, cost-effective
method which allows Customers to maintain Netro's software products at the most
recent software release level thereby allowing customers to derive the greatest
benefit from their software investment. The Service is provided by the Reseller
to the Customer and purchased by the Reseller from Netro.
Services covered by the Netro Software Subscription Program:
- - SOFTWARE UPDATES. Netro will provide major software updates as well as
maintenance fixes, upon request, for product supported under this
agreement.
- - ACCESS TO SOFTWARE FIXES. Netro will provide access to the latest
software fixes, as they become available, via the Technical Assistance
Center and the Resellers own support center and technical staff
- - DOCUMENTATION. Netro will provide the latest version of Netro's software
release notes and other technical documentation related to the software.
The software subscription program can be purchased either as part of the Netro
Reseller Support Contract or may be purchased separately.
V. NETRO RESELLER AND SYSTEM INTEGRATOR INSTALLATION SUPPORT PROGRAM
NETRO RESELLER AND SYSTEM INTEGRATOR INSTALLATION SUPPORT PROGRAM
The Netro Installation Program is designed to allow Netro's Resellers to utilize
Netro's extensive experience in providing pre-installation support as well as
installation support and training during the start up phase of the Netro system.
Netro Customer Service will provide a series of valuable services designed to
make installations successful. Netro's Technical Assistance Center will provide
the following services as a part of the Installation Program:
1. Netro will provide Netro's standard AirMAN or AirStar class for up to 4
students at Netro's training facility. Upon completion, students will be
able to install, operate and maintain the Netro system.
2. Netro Technical Assistance Center staff will spend up to 3 days either
at Reseller's site or at Netro's facility working with Reseller's staff
to help verify Customer network designs and will make recommendations
relating to Netro Equipment as necessary to ensure that all technical
and performance objectives set by the Customer for the network (e.g. for
a complex ATM network involving AirMAN and AirStar as well as other
equipment are met. Installation requirements can be determined and tests
can be developed for the specific Customer installation.
-9-
<PAGE> 58
3. For a period of up to 5 consecutive days, Netro Technical Assistance
staff will assist the Reseller, at the chosen location, with the
installation and configuration of Netro Equipment and will work with you
to place the base station into operation and to execute the test plan.
4. During the 5-day installation period, Netro Technical Assistance Center
will also provide on-site training to Reseller's and Customer's staff on
the equipment being installed.
-10-
<PAGE> 59
VI. NETRO SOFTWARE SUPPORT RELEASE POLICY
THE NETRO SOFTWARE SUPPORT RELEASE POLICY
Netro will provide telephone support and maintenance for Netro's current release
of a Software product. In addition, Netro will provide telephone support and
maintenance for one release prior to the current release for a period of 12
months following the general availability of Netro's most current release. This
includes "dot" (i.e. interim) releases.
Example: Netro will provide telephone support and defect maintenance for release
2.1 of a software product for a period of 12 months after the general
availability of release 2.2.
NETRO TECHNICAL ASSISTANCE MAY REQUIRE THAT THE CUSTOMER UPGRADE TO A NEWER
RELEASE OF SOFTWARE TO RESOLVE A REPORTED PROBLEM IF IT IS NOT PRACTICAL, AS
DETERMINED BY NETRO, TO PROVIDE A FIX TO A CUSTOMER'S SOFTWARE RELEASE.
VII. THE TECHNICAL ASSISTANCE CENTER
CONTACTING THE TECHNICAL ASSISTANCE CENTER
The Technical Assistance center, is located in San Jose, California, is staffed
with Technical Specialists who have extensive experience with the Netro product
line as well as significant experience with many aspects of networking, voice
and data communications as well as wireless communications.
The Technical Assistance Center may be contacted via e-mail at:
[email protected]
or by calling during normal business hours:
- SAN JOSE, CALIFORNIA, USA
(+) 408-216-1500 or by fax: (+) 408-216-1555
- FRANKFURT, GERMANY
(+) 49-6196-400-977 or by fax: (+) 49-6196-400-935
-11-
<PAGE> 60
VIII. NETRO CORPORATION PROBLEM PRIORITY DEFINITIONS
PROBLEM PRIORITY DEFINITIONS:
Priority 1: An existing network or link is inoperable or there is a
situation that causes critical impact to the Customer's
business operation. The Customer, the Reseller and/or
System Integrator, and Netro will commit all resources
necessary to resolve the situation.
Priority 1 problems are given the highest level of
attention and are immediately addressed by the Netro
Technical Assistance Center. Netro Engineering will
become engaged as necessary at the request of Netro
Customer Technical Assistance Center.
Netro Resolution Goals:
<TABLE>
<S> <C>
Workaround to restore operations. May be hardware, 48 hours
software, or operations related.
Software fix if software related 30 days
Inclusion of software fix in next release 6 months
</TABLE>
Priority 2: The operation of an existing network or link or a test
network imminently due to go live is severely degraded,
or significant aspects of the Customer's business
operation are being negatively impacted by unacceptable
hardware or software performance. The Customer, the
Reseller and/or System Integrator and Netro will make
every reasonable effort to resolve the situation in a
timely manner.
Netro Resolution Goals:
<TABLE>
<S> <C>
Workaround to restore operations. May be hardware, 120 hours
software, or operations related.
Software fix if software related 90 days
Inclusion of software fix in next release 10 months
</TABLE>
Priority 3: Operational performance of the network is impaired while
most business operations remain functional. The
Customer, the Reseller and/or System Integrator and
Netro will commit resources during Standard Business
Hours to restore service to satisfactory levels.
Netro Resolution Goals:
<TABLE>
<S> <C>
Workaround to restore operations. May be hardware, 14 days
software, or operations related.
Software fix if software related 90 days
Inclusion of software fix in next release 10 months
</TABLE>
-12-
<PAGE> 61
Priority 4: Information or assistance is required on Netro product
capabilities, installation, enhancement requests or
configuration. There is clearly little or no impact to
the Customer's business operation. Netro is willing to
provide resources during Standard Business Hours to
provide information or assistance as requested. Netro
commits to consider work arounds and future product
developments to resolve requests for improvement by the
Customer. The resolution may be a technical assistance
service, a work-around, a resolution through a new
feature included in a future release, revised
documentation or a statement that Netro will not be
modifying the product as suggested.
IX. REPAIR ACTIVITIES:
1. HARDWARE UPGRADES: At customer's request, units received by
Netro for repair will also be upgraded to the latest engineering
revision level whenever practical.
2. TURNAROUND: REPAIR AND RETURN.
Netro will make all reasonable efforts to repair and ship the
Customer's unit within 20 business days of receipt of the unit
at Netro. (This applies to units repaired under Warranty or
under the Netro Reseller Support Contract (if covered) outside
of the Warranty period)
It is important that the Reseller and the Customer follow
Netro's RMA (Return Material Authorization) process. The
Reseller is urged to document each service request made by the
Customer and retain a full log, with a resolution of each case.
Cases referred to Netro will all be documented by Netro against
an RMA number, and will be cleared by a resolution and
description of the cause, which will also be documented by
Netro. Netro's RMA process is initiated by contacting the Netro
Technical Assistance Center. The Reseller and the Customer are
responsible for the proper packaging and the payment of shipping
related fees for shipment of the product of Netro. Netro is
responsible for the proper packaging and payment of shipping
related fees for shipment of payment of shipping related fees
upon return of the product to the Reseller (or Customer as
required by the Reseller).
3. TURNAROUND: ADVANCE REPLACEMENT.
Netro will make all reasonable efforts to ship a replacement
unit to the customer within 5 business days of notification that
the Customer requests an "Advance Replacement."
Customer must return the defective unit to Netro within 15
business days.
-13-
<PAGE> 62
Netro retains the right to invoice units not received within 15
business days at the then current list price. Customer or
Reseller will assume ownership of the replaced unit and Netro
will assume ownership of the repaired unit.
Shipping and packaging terms and responsibilities and costs are
as for normal `Turnaround: Repair and Return' as defined above.
-14-
<PAGE> 63
THE AMERICAS, EUROPE, ASIA
ONLY
X. NETRO RESELLER AND SYSTEMS INTEGRATOR SUPPORT PRICE LIST
THE AMERICAS, EUROPE, ASIA ONLY
<TABLE>
<S> <C> <C>
HOURLY RATES: During Netro Normal Business Hours [***] per hour
Technical Including Travel Time [***] minimum
Assistance Center plus T&E
or On-site
activities.
After Netro Normal Business Hours [***] per hour
Including Travel Time [***] minimum
plus T&E
DAILY RATES: Including Travel Time [***] per day
Technical plus T&E
Assistance Center
or On-site
activities.
TRAINING RATES: At Netro facility (1 to 6 students). [***] per day
Netro supplies necessary equipment.
Includes training materials.
At customer facility (1 to 6 students). [***] per day
Customer to supply all necessary plus T&E
equipment and facilities including
system setup. Netro supplies training
materials.
SYSTEM INTEGRATION Includes: [***] plus T&E
AND INSTALLATION Training at Netro for up to 4
PROGRAM students (3 or 4 day class)
Up to 3 days of pre-installation
assistance
Up to 5 days of on-site installation
assistance and OJT
NETRO RESELLER For Netro Products outside of the [***] annually
SUPPORT CONTRACT: warranty period. (For program features, (Cumulative product
(AFTER THE WARRANTY see section II) Systems Integrator will purchases)
PERIOD) receive factory repair and return of
defective hardware, SW updates, current
documentation
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-15-
<PAGE> 64
<TABLE>
<CAPTION>
<S> <C> <C>
and Tier III technical [***] annually
support. (Cumulative product
purchases)
Advance Replacement Option.
(24 X 7 TELEPHONE As an add-on to the Netro Reseller [***] annually (added
SUPPORT) Support Contract, Netro offers to the Netro S.I.
24 x 7-telephone support for an Contract)
additional [***] annually.
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-16-
<PAGE> 65
<TABLE>
<S> <C> <C>
NETRO SOFTWARE For the Netro Network Management System, [***]% annually of the
SUBSCRIPTION the Subscription service provides s.w. list price
updates to the software as they become
available
REPAIR CENTER RATES: During the Warranty period Customer pays No Charge
freight to Netro. Netro pays return
freight
Out of warranty Repair and Return See Netro Product/
Customer pays freight to Netro. Netro Repair price list
pays return freight
Out of warranty Advance Replacements See Netro Product/
Customer pays freight to Netro. Netro Repair price list
pays return
Repair Center T&M rates No T&M rates
available
Advance Replacement at any time
Surcharge per
parts price list.
In Warranty "No Trouble Found" rate [***]% of standard
repair rate
EXTENDED WARRANTY: For Netro Products outside of Netro's [***]% annually
(AFTER THE WARRANTY warranty period where "return to (Cumulative product
PERIOD) factory" for repair services is desired purchases)
by the Reseller
</TABLE>
- ------------------
Note: Products placed under a maintenance contract for a given end user
customer must include all products shipped to that end user.
[***] CONFIDENTIAL TREATMENT REQUESTED
-17-
<PAGE> 66
XI. NETRO RESELLER AND SYSTEMS INTEGRATOR SUPPORT PRICE LIST
NETRO SYSTEMS
THE MIDDLE EAST ONLY
<TABLE>
<S> <C> <C>
HOURLY RATES: During Netro Normal Business Hours [***] per hour
Technical Including Travel Time [***] minimum
Assistance Center
or On-site
activities.
After Netro Normal Business Hours [***] per hour
Including Travel Time 4 hour minimum
DAILY RATES: Including [***] per day plus
Technical T&E
Assistance Center
or On-site
activities.
TRAINING RATES: At Netro facility (1 to 6 students) [***] per day
Netro supplies necessary equipment First Free
Includes training materials
At customer facility (1 to 6 students) [***] per day plus
Customer to supply all necessary T&E
equipment and facilities including
system setup.
Netro supplies training materials
SYSTEM INTEGRATION Includes: [***] plus T&E
AND INSTALLATION Training at Netro for up to 4 students
PROGRAM (3 or 4 day class) Up to 3 days of
pre-installation assistance Up to 5
days of on-site installation
assistance and OJT
NETRO S.I. SUPPORT For Netro Products outside of the [***] annually
CONTRACT: (AFTER warranty period. (For program features, (Cumulative product
THE WARRANTY PERIOD) see section II) Systems Integrator will purchases)
receive factory repair and return
of defective hardware, SW updates, [***] annually
current documentation and Tier III
technical support
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-18-
<PAGE> 67
<TABLE>
<S> <C> <C>
Advance Replacement Option (Cumulative product
purchases)
(24 X 7 TELEPHONE As an add-on to the Netro S.I. Support [***]% annually (added
SUPPORT) Contract, Netro offers 24 x 7 telephone to the Netro S.I.
support for an additional [***]% annually Contract)
NETRO SOFTWARE For the Netro Network Management System, [***]% annually of the
SUBSCRIPTION the Subscription service provides s.w. list price
updates to the software as they become
available
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-19-
<PAGE> 68
<TABLE>
<S> <C> <C>
REPAIR CENTER RATES: During the Warranty period No Charge
Customer pays freight to Netro. Netro
pays return freight
Out of warranty Repair and Return See Netro Product/
Customer pays freight to Netro. Netro Repair price list
pays return freight
Out of warranty Advance Replacements See Netro Product/
Customer pays freight to Netro. Netro Repair price list
pays return
Repair Center T&M rates No T&M rates
available
Advance Replacement at any time Surcharge per parts
price list
In Warranty "No Trouble Found" rate [***]% of standard
repair rate
EXTENDED WARRANTY: For Netro Products outside of Netro's [***]% annually
(AFTER THE WARRANTY warranty period where "return to (Cumulative product
PERIOD) factory" for repair services is desired purchases)
by the Reseller.
</TABLE>
Note: Products placed under a maintenance contract for a given end user
customer must include all products shipped to that end user.
[***] CONFIDENTIAL TREATMENT REQUESTED
-20-
<PAGE> 69
APPENDIX F-1
REPAIR SCHEDULE
Supplier's document entitled "Netro AirStar Repair and Replace Price List" dated
14 September 1998 is attached hereto and made a part hereof.
-1-
<PAGE> 70
NETRO AIRSTAR
REPAIR AND REPLACE PRICE LIST
14 SEPTEMBER 1998
NETRO CORPORATION 3860 NORTH FIRST STREET, SAN JOSE, CA 95134 PHONE +1(408
216-1500 FAX +1(408) 216-1555 WWW.NETRO-CORP.COM
ALL SPECIFICATIONS SUBJECT TO CHANGE WITHOUT NOTICE. AIRMAN IS A REGISTERED
TRADEMARK. NETRO, AIRSTAR AND AIRVIEW ARE TRADEMARKS OF NETRO CORPORATION. ALL
OTHER TRADEMARKS ARE OWNED BY THEIR RESPECTIVE COMPANIES. (C)1996 NETRO
CORPORATION. ALL RIGHTS RESERVED.
-2-
<PAGE> 71
AIRSTAR
<TABLE>
<CAPTION>
MODEL NO. DESCRIPTION PRICE
- --------- ----------- -----
<S> <C> <C>
BASE MODEM MODULE
Base Unit
BMM-E-1207-02 Base Modem Module, 1 channel, 7 MHz ETSI, 4 QAM [***]
BMM-E-1214-02 Base Modem Module, 1 channel, 14 MHz ETSI, 4 QAM [***]
BMM-F-1210-02 Base Modem Module, 1 channel, 10 MHz FCC, 4 QAM [***]
BMM-F-1220-02 Base Modem Module, 1 channel, 20 MHz FCC, 4 QAM [***]
BASE MODEM UNIT
Base Unit
BMU-E-2000-00 Modem unit, 2 channel, 8 Mb/s per channel, 4QAM, ETSI [***]
BMU-E-2000-01 Modem unit, 2 channel, 8 Mb/s per channel w/4 QAM or
RSM-X-1001-00 Redundancy Switching Module (up to 1:4 redundancy) [***]
BASE RADIO UNIT
Base Unit
BRU-E-1001-02 BRU, 10GHz, Band 1, 90(0)Sector, Vertical Polarization [***]
BRU-E-1011-02 BRU, 10GHz, Band 1, 45(0)Sector, Vertical Polarization [***]
BRU-E-1021-02 BRU, 10GHz, Band 1, 30(0)Sector, Vertical Polarization [***]
BRU-E-1081-02 BRU, 10GHz, Band 1, 90(0)Sector, Horizontal [***]
BRU-E-10A1-02 BRU, 10GHz, Band 1, 30(0)Sector, Horizontal [***]
BRU-E-2601-01 BRU, 26GHz, Band 1, 90(0)Sector, Vertical [***]
BRU-E-2601-02 BRU, 26GHz, Band 1, 90(0)Sector, Vertical [***]
BRU-E-2603-01 BRU, 26GHz, Band 3, 90(0)Sector, Vertical Polarization [***]
BRU-E-2603-02 BRU, 26GHz, Band 3, 90(0)Sector, Vertical [***]
BRU-E-2611-01 BRU, 26GHz, Band 1, 45(0)Sector, Vertical Polarization [***]
BRU-E-2611-02 BRU, 26GHz, Band 1, 45(0)Sector, Vertical [***]
BRU-E-2613-01 BRU, 26GHz, Band 3, 45(0)Sector, Vertical Polarization [***]
BRU-E-2613-02 BRU, 26GHz, Band 3, 45(0)Sector, Vertical [***]
Required Mounting Accessories
SHW-X-2001-00 BRU, Bracket, Single BRU, Pole Mount [***]
SHW-X-2002-00 BRU, Bracket, Dual BRU, Pole Mount, 10 GHz [***]
BASE SECTOR CONTROLLER
Base Unit
BSC-E-2000-00 BSC, 2 Channel, [***] Mb/s throughput [***]
BSC-E-4000-01 BSC, 4 Ch, [***] Mb/s/ch., 1:N redundant [***]
BSC-E-4000-02 BSC, 4 Ch, [***] Mb/s throughput - 4 QAM, 64 Mb/s [***]
BSC-X-2000-01 BSC, 2 Ch, [***] Mb/s max throughput [***]
BSC-X-4000-02 BSC, 4 Ch, [***] Mb/s max throughput [***]
Spares
BSC-E-1005-00 BSC, Front Card, 2 Channel
BSC-X-1001-00 BSC, Back Card
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-3-
<PAGE> 72
<TABLE>
<S> <C> <C>
BSC-X-1001-02 BSC, Back Card
BSC-X-1005-01 BSC, Front Card, 2 Ch., [***] Mb/s max throughput
BSC-X-1005-02 BSC, Front Card, 4 Ch., [***] Mb/s max throughput
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-4-
<PAGE> 73
<TABLE>
<S> <C> <C>
SUBSCRIBER ACCESS SYSTEM
Base Unit
SAS-E-1002-01 SAS, 4-QAM, 7 MHz, 2xE1, 10BaseT [***]
SAS-E-1008-02 SAS, 4QAM, 2xE1, 1xX.21, 10BaseT, DC [***]
SAS-E-1202-02 SAS, 4QAM, 14 MHz, 2xE1, 10BaseT, DES [***]
SAS-E-1204-02 SAS, 4QAM, 14 MHz, 4xE1, 10BaseT, DES [***]
SAS-E-1222-02 SAS, 4QAM, 14 MHz, 2xE1, 2xSerial, 10BaseT, DES [***]
Required Software Accessories
SFW-E-1003-02 SAS, Software, Broadband Wireless OS, DES40 [***]
SFW-E-1020-02 SAS, Software Bundle, BBWOS, IP, FR, ISDN, DES [***]
SFW-F-1003-02 SAS, Software, Broadband Wireless OS, DES56 [***]
SFW-F-1020-02 SAS, Software Bundle, BBWOS, IP, FR, ISDN, DES [***]
SFW-X-1003-01 SAS, Software, Broadband Wireless OS [***]
SFW-X-1020-01 SAS, Software Bundle, BBWOS, IP, FR [***]
Optional Software Accessories
SFW-E-1014-00 SAS, Software, ISDN, PRI, DASS2 [***]
SFW-X-1010-00 SAS, Software, FR/ATM Interworking [***]
SFW-X-1013-00 SAS, Software, RFC1483 IP over ATM [***]
Optional Power Supply Accessories
SHW-X-3005-00 SAS, Power Supply, 220 VAC [***]
SHW-X-3007-01 Power Supply, AC, Battery Back-Up [***]
Optional Connector Adapter Accessories
SHW-X-3008-00 SAS, Converter, 120 Ohm to 75 Ohm [***]
SHW-X-3021-00 SAS, Converter, X.21 [***]
SHW-X-3035-00 SAS, Converter, V.35 [***]
SUBSCRIBER RADIO UNIT
Base Unit
SRU-E-1002-01 SRU, ETSI 10.5 GHz, Band 2, Integral antenna [***]
SRU-E-1002-02 SRU, ETSI 10.5 GHz, Band 2, Integral antenna [***]
SRU-E-2602-01 SRU, ETSI 26 GHz, Band 2, 7 MHz Integral antenna [***]
SRU-E-2602-02 SRU, ETSI 26 GHz, Band 2, 14MHz, Integral antenna [***]
SRU-E-2604-01 SRU, ETSI 26 GHz, Band 4, 7 MHz Integral antenna [***]
SRU-E-2604-02 SRU, ETSI 26 GHz, Band 4, 14 MHz, Integral antenna [***]
SRU-E-2612-01 SRU, ETSI 26 GHz, Band 2, 7 MHz, Non-integral [***]
SRU-E-2612-02 SRU, ETSI 26 GHz, Band 2, 14 MHz, Non-integral [***]
SRU-E-2614-01 SRU, ETSI 26 GHz, Band 4, 7 MHz, Non-integral [***]
SRU-E-2614-02 SRU, ETSI 26 GHz, Band 4, 14 MHz, Non-integral [***]
Required Mounting Accessories
SHW-X-2010-00 SRU, Pole Mount, 26 GHz [***]
SHW-X-2010-01 SRU, Bracket, Wall Mount, Integral Antenna [***]
SHW-X-2010-02 SRU, Bracket, Pole Mount, Integral Antenna [***]
SHW-X-2012-00 SRU, Bracket, Pole Mount, 10 GHz [***]
SHW-X-2012-01 SRU, Bracket, Wall Mount, 10 GHz [***]
[***]
Nonintegral Antenna Options
ANT-X-2601-01 Antenna, 24-26 GHz, 12" parabolic [***]
ANT-X-2602-01 Antenna, 24-26 GHz, 24" parabolic [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-5-
<PAGE> 74
NOTES
Availability of all product subject to change without notice. Please contact
your Netro Sales Office for the most current availability information.
-6-
<PAGE> 75
WARRANTY ELIGIBILITY SYSTEM
TRANSACTION
The Warranty Eligibility System (WES) tracks a serialized product from
manufacturing to the customer and provides up-to-date information about the
product's warranty status. In order to accomplish this, WES receives data from
entities whose functions affect an item's warrantability.
At the end of the manufacturing, shipping, or repair processes, information
about an item will be sent to WES for inclusion on the Warranty Database. This
file can be sent to WES using
1) UNIX file transfer at,
/ust/pool/uucppuplic/receive/wes/origsystem/WESXXNNNN where origsystem
is the UNIX machine originating the file XX is a location code entry in
location table and NNNN is the sequence number on the header record.
2) or electronically sent to,
abcod!wesrcl
3) or via internet,
!rlange
4) or by placing the file on a floppy disk and mailing the disk directly to
the WES group at:
Lucent Technologies, Inc.
Westwood of Lisle
Attn: A.L. Fitzgerald
2443 Warrenville Road
Lisle, IL 60532
Batch files received for processing by WES must be processed by a Header Record
as attached. Following the Data Records must be a Trailer Record also attached.
The Header and Trailer Records are interrogated by WES and messages are returned
to the sending location indicating the status of each file transmitted to WES.
These files should be sent at least once a week, depending on volume, in order
to keep the database current. That data needs to be formatted as shown on the
following page.
-1-
<PAGE> 76
HEADER RECORD
<TABLE>
<CAPTION>
COLUNM FIELD SIZE FIELD CONTENT COMMENTS
- ------ ---------- ------------- --------
<S> <C> <C> <C>
1-5 (05) Transaction Code &&HDR
6 (01) - Blank
7-14 (08) Source of Input Job Name of Feeder
15 (01) Blank
16-19 (04) Transmission Sequence Zero Filled
Number Right Justified
20 (01) Blank
21-26 (06) Time HHMMSS
27 (01) Blank
28-33 (06) Date MMDDYY
34-123 (90) Blank
124-125 (02) Originating Location Location that Originated
this Transaction
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
-2-
<PAGE> 77
TRAILER RECORD
<TABLE>
<CAPTION>
COLUMN FIELD SIZE FIELD CONTENT COMMENTS
- ------ ---------- ------------- --------
<S> <C> <C> <C>
1-5 (05) Transaction Code &&TLR
6 (01) Blank
7012 (06) Record Count
13-125 (113) Blank
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
-3-
<PAGE> 78
ADD TRANSACTION FORMAT
<TABLE>
<CAPTION>
COLUMN FIELD SIZE FIELD CONTENT COMMENTS
------ ---------- ------------- --------
<S> <C> <C> <C> <C>
1) 1 (01) Transaction Code A
2) 2-13 (12) Item Serial Number
3) 14-23 (10) Order Number Lucent Order Number
24-38 (15) Blank
4) 39-44 (06) Manufacturing Ship Date (MMDDYY)
5) 45-56 (12) Parent Serial Number
6) 57-61 (05) Product Line Left Justified
7) 62-86 (25) Product Identification
Number
87-123 (37) Blank
8) 124-125 (02) Originating Location Location that Originated
Transaction
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
1) One digit code representing the transaction to be performed by WES, i.e.
A=Add, R=Repair, etc.
2) The number assigned to each unique product produced by factory. Includes
a two digit manufacturing identification number (assigned by the product manager
in agreement with WES) used in positions 3 and 4 of the 12 character serial
number as described in KS-23490.
3) The identifier of an order placed by a customer.
4) The date an item was shipped from manufacturing. The format is MMDDYY.
5) The item serial number of the equipment that the current items is
embedded in.
6) A five character identifier used to distinguish product for determining
warranty, which is assigned by the product manager in agreement with WES.
7) The product identification number assigned by the product manager which
consists of the comcode. Left justified.
8) Location which originates the transaction.
-4-
<PAGE> 79
RGM TRANSACTION FORMAT
<TABLE>
<CAPTION>
COLUMN FIELD SIZE FIELD CONTENT COMMENTS
------ ---------- ------------- --------
<S> <C> <C> <C> <C>
1) 1 (01) Transaction Code G
2) 2-13 (12) Item Serial Number
3) 14-23 (10) Order Number Lucent Order Number
24-38 (15) Blank
4) 39-44 (06) Returned Date MMDDYY
45-123 (79) Blank
5) 124-125 (02) Originating Location Location that Originated
Transaction
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
1) One digit code representing the transaction to be performed by WES, i.e.
A = Add, G = RGM, etc.
2) (The number assigned to each unique product produced by factory.
Includes a two digit manufacturing identification number (assigned by the
product manager in agreement with WES) used in positions 3 and 4 of the 12
character serial number as described in KS-23490.
3) The date an item was returned accompanied by a returned goods memorandum
or an SES exchange.
4) Location which originates the transaction.
-5-
<PAGE> 80
MMC SHIP TRANSACTION FORMAT
<TABLE>
<CAPTION>
COLUMN FIELD SIZE FIELD CONTENT COMMENTS
------ ---------- ------------- --------
<S> <C> <C> <C> <C>
1) 1 (01) Transaction Code M
2) 2-13 (12) Item Serial Number
3) 14-23 (10) Order Number Number
24-38 (15) Blank
4) 39-44 (06) MMC Ship Date MMDDYY
5) 62-86 (25) Product Identification Left Justified
Number
6) 87-91 (05) Product Line
92-123 (32) Blank
7) 124-125 (02) Originating Location Location that Originated
Transaction
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
1) One digit code representing the transaction to be performed by WES, i.e.
A = Add, R = Repair, M = MMC Ship, etc.
2) The number assigned to each unique product produced by factory. Includes
a two digit manufacturing identification number (assigned by the product manager
in agreement with WES) used in positions 3 and 4 of the 12 character serial
number as described in KS-23490.
3) The identifier of an order placed by a customer.
4) The date an item was shipped from the MDC or service center.
5) The product identification number assigned by product manager which
consists of the comcode. Left justified.
6) Up to five character code used to distinguish product for determining
warranty, which is assigned by the product manager in agreement with WES.
7) Location which originates the transaction.
-6-
<PAGE> 81
REPAIR TRANSACTION FORMAT
<TABLE>
<CAPTION>
COLUMN FIELD SIZE FIELD CONTENT COMMENTS
------ ---------- ------------- --------
<S> <C> <C> <C> <C>
1) 1 (01) Transaction Code R
2) 2-13 (12) Item Serial Number
3) 14-23 (10) Repair Order
4) 24-38 (15) Customer Repair Order
Number
5) 39-44 (06) Repair Date MMDDYY
45-56 (12) Customer Order Number
(overflow)
6) 57-61 (05) Product Line Left Justified
7) 62-86 (25) Product Identification
Number
8) 87-101 (15) Circuit Pack Code or
Microcode
9) 102-113 (12) Circuit Pack Series or
Issue of Microcode
114-116 (03) Blank
10) 117 (01) Repair Code
11) 118-119 (02) Manufacturing Location *
12) 120-123 (04) Manufacturing Date *
13) 124-125 (02) Originating Location
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
* Location of manufacture required or 00LL00SSSSSS or YYLL00SSSSSS Item
Serial Numbers.
LL is the location code for the site affixing the label. YY is
the year of original manufacturing date SSSSSS is the next
serial number to be assigned by the location.
These formats are only valid when the item was not previously barcoded.
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<PAGE> 82
REPAIR TRANSACTION FORMAT
continued
1) One digit code representing the transaction to be performed by WES, i.e.
A = Add, R = Repair, etc.
2) The number assigned to each unique product produced by factory. Includes
a two digit manufacturing identification number (provided by WES) used in
position 3 and 4 of the 12 character serial number as described in KS-23490.
3) This is the order number the item was repaired under, not the one it was
initially ordered under.
4) The customer's identifier for their repair order.
5) Date the item was repaired.
6) At five character used to distinguish product for determining warranty,
which is assigned by the product manager in agreement with WES.
7) The product identification number assigned by product manager which
consists of the comcode. Left justified.
8) Apparatus code assigned for identification of product at cpcode level.
9) Product level of the cpcode.
10) The code that indicates what type of action was taken by repair
organization to satisfy the customer's repair order.
The possible values are: A = not repairable K = no trouble found R =
trouble found (repairable)
11) Two digit code indicating
12) Date of manufacture. MMYY
13) Location which originates the transaction.
-8-
<PAGE> 83
SUBSTITUTE TRANSACTION FORMAT
<TABLE>
<CAPTION>
COLUMN FIELD SIZE FIELD CONTENT COMMENTS
------ ---------- ------------- --------
<S> <C> <C> <C> <C>
1) 1 (01) Transaction Code S
2) 2-13 (12) Replaced Item Serial
Number
3) 14-23 (10) Repair Order Number
4) 24-38 (15) Customer Order Number
5) 39-44 (06) Substitute Date MMDDYY
6) 45-56 (12) Replacing Item Serial
Number
7) 57-61 (05) Product Line Product Line
Left Justified
8) 62-86 (25) Product Identification
87-98 (12) Customer Order Number
(overflow)
99-123 (25) Blank
9) 124-125 (02) Originating Location Location that Originated
Transaction
</TABLE>
ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED
-9-
<PAGE> 84
SUBSTITUTE TRANSACTION FORMAT
continued
1) One digit code representing the transaction to be performed by WES, i.e.
A = Add, R = Repair, S = Substitute, etc.
2) Serial number of product returned by customer or installer. Format same
as item serial number.
3) Required if item is to be added to database.
4) The customer's identifier for their repair order.
5) Data substitution was made.
6) Item serial number of product the repair organization returned to a
customer, product withdrawn from an installation pool and added to an order,
item sent in by customer on a spares exchange. Format same as item serial
number.
7) A five character used to distinguish product for determining warranty,
which is assigned by the product manager in agreement with WES.
8) Replacing serial number's product identification number assigned by
product manager which consists of the comcode. Left justified.
9) Location which originates the transaction.
-10-
<PAGE> 85
Addendum 1 to Contract GN11980056
Agreement No. GN11980056 between Netro Corporation ("Supplier") and Lucent
Technologies ("Company") is hereby amended as follows:
Both Company and Supplier agree to accelerated production schedule for 39 GHz
point-to-multi point radios.
~ Company agrees to fund Supplier per Attachment A1.
~ Supplier agrees to deliver product per Attachment A1.
Effective October 15, 1998 the following clauses are hereby added to the
agreement.
TERMINATION - For purposes related exclusively to the accelerated development of
the 39 GHz point-to-multi point radio, Company may terminate accelerated state
of business relationship in whole or in part by giving Supplier at least 30 days
prior written notice but not before item 4 listed on Attachment A1. Prices for
any work remaining with Supplier under this Agreement terminated in part may be
adjusted to fairly reflect Supplier's costs resulting from work withdrawn. Upon
termination, Company shall pay Supplier all amounts due for services and
material, if any, provided by Supplier to Company under this agreement up to and
including the effective date of termination. Such payment will constitute a full
and complete discharge of Company's obligations under this Agreement.
In the event that Lucent terminates the Agreement prior to shipment of the 39GHz
product to Lucent's customers, Netro agrees to pay a rebate to Lucent from its
sales of the 39GHz radios. The rebate will be paid at the rate of [***] of the
net sales of the 39GHz radios up to a maximum rebate of Lucent's funding prior
to termination. The rebate of funding shall survive the original OEM agreement
in time if Lucent's funding has not been fully rebated. If Company terminates
the accelerated development of 39GHz product, Company will not recognize any
preferred pricing as described in Article 3 of the OEM agreement for 39GHz
product.
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 86
Lucent agrees that it will provide a $[***] minimum order to Netro for 39
GHz products as soon as it is able to do so but no later than December 31, 1998.
Lucent realizes that unless a firm order of at least $[***] dollars is
placed for 39GHz equipment, there is no economic justification to continue the
development effort beyond the prototype stage. Hence in the absence of a firm
order of at least [***] dollars, it is the intention of both Lucent and
Netro to halt the 39 GHz development effort after the completion of the
prototype
All other terms and conditions as stated in the original contract remain
unchanged.
Netro Corporation Lucent Technologies, Inc.
By: /s/ Matthew Powell By: /s/ David Herzberg
------------------------------ -------------------------------
Name: (Print) Matthew Powell Name: (Print): David Herzberg
----------------------------- -----------------------------
Title: SVP Worldwide Sales Title: Manager, Purchasing
--------------------------- ----------------------------
Date: 10/15/98 Date: 10/15/98
---------------------------- -----------------------------
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 87
ATTACHMENT A1
<TABLE>
<CAPTION>
39GHZ POINT TO MULTI POINT ACCELERATED PRODUCTION SCHEDULE DELIVERY NRE
MILESTONES AND DELIVERABLES DATE PAYMENT
--------------------------- ---- -------
<S> <C> <C>
1 Completion and acceptance by Company of Supplier project 10/6/98 [***]
plan. Company places order with Supplier for long lead time
components and procurement of personnel resources for 39 GHz
radio.
2 Company and Supplier sign agreement for 39 GHz Accelerated 10/23/98 [***]
Production.
3 Completion and acceptance by Company of 39 GHz PMP 11/1/98 [***]
specification and pricing for 39 GHz products.
4 Completion and acceptance by Company of Supplier's first 39 2/28/99 [***]
GHz PMP Release 1.0 prototype radio/system.
5 Completion of qualification, delivery and acceptance by 5/31/99 [***]
Company of three (3) production units of Release 2.0
MATERIAL; begin manufacturing ramp. Price for production
units of MATERIAL is in addition to the NRE associated with
this milestone.
6 Limited availability of Release 3.0 MATERIAL and delivery to 9/30/99 [***]
Company of all appropriate design documentation.
TOTAL [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
<PAGE> 1
Exhibit 10.8
FRAME AGREEMENT
between
Netro Corporation, with head offices in Santa Clara (California), 3200 Coronado
Drive (hereinafter referred to as "NETRO")
and
Italtel s.p.a., with head offices in Milano (Italy), P.le Zavattari n. 12
(hereinafter referred to as "Italtel")
(NETRO and Italtel are also hereinafter referred to jointly as "Parties" and
severally as "Party")
WITNESSETH
WHEREAS, Italtel is an integrated manufacturer with significant presence
transmission, wireless and other markets; and telecommunication in switching,
transmission, wireless and other markets; and
WHEREAS, NETRO offers the AirStar point-to-multipoint wireless broadband
access product family, together with associated network management software, for
voice, data and video applications; and
WHEREAS, the Parties, intending to undertake a cooperation to develop,
manufacture, market and sell the Products as hereinbelow defined, with each
Party contributing, according to its respective role, the appropriate
technologies, resources and effort, signed on September 1st 1997 a Memorandum of
Understanding indicating the headlines of the above cooperation; and
-1-
<PAGE> 2
WHEREAS, by signing this Agreement the Parties intend to better define
the terms and conditions of their cooperation with respect to the Products.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS.
ARTICLE 1 - - DEFINITIONS
The terms defined in this Article 1 and used in this Agreement shall have the
following meanings:
1.01 The term "Agreement" shall mean this Frame Agreement as well as any
Supplemental Agreements ("SAS") and the Annexes thereto entered into pursuant
hereto.
1.02 The term "Products" shall mean the Existing Netro Products as
defined in 1.03. below, the Feeder Product as defined in 1.04 below and the "New
Products" as defined in 1.06. below.
1.03 The term "Existing Netro Products" shall mean the following
existing Products of Netro made available by it during the term of this
Agreement: AIRSTAR\AIRVIEW\ and any natural evolutions and modifications thereof
such as software updates, additional frequencies, etc. other than modifications
made on an exclusive basis for third parties. Substantially new products or
major changes in application or functionality of Existing Netro Products will be
added to the Agreement from time to time at the discretion of NETRO with the
consent of ITALTEL.
1.04 The term "Feeder Product" shall mean the PMP Product to be jointly
developed by the Parties for the Feeder Market.
-2-
<PAGE> 3
1.05 The term "Feeder Market" is defined to include all connections
between network infrastructure elements both for fixed and mobile applications.
An example is interconnection of GSM or DECT base stations with fractional E-1
interfaces. The "Feeder Market", as defined, does not include access
applications connecting end customers or their customer premises equipment (CPE)
to the network.
1.06 The term "New Products" shall mean any Product the Parties decide
to jointly develop during the term of their cooperation other than the Feeder
Product defined in Article 1.04.
1.07 The term "Supplemental Agreement" or "SA" shall mean any contract
which will be entered into pursuant to this Frame Agreement under which the
Parties will agree to activate their co-operation with respect to a specific
Product.
1.08 The term "Reference Market Price" shall mean the FOB successful
price (i.e. excluding duties and freight) in the majority of competitive bids
having comparable configuration and volume.
1.09 The term "Existing Information" shall mean any information
developed solely by either Party during any program undertaken by the Parties to
jointly develop a Product as well as any information contributed by such Party
to the joint development program of the Feeder Product. Each Party shall
designate in writing what constitutes its Existing Information from time to
time.
1.10 The term "Affiliate" means a company which is under common control
with, controls or is controlled by either one of the two Parties to this
Agreement as long as such control exists,
-3-
<PAGE> 4
as well as any company belonging to the same group to which belongs the Party.
ARTICLE 2 - - SCOPE
2.01 The Parties undertake to cooperate in order to develop,
manufacture, market and sell the Products, with each Party contributing,
according to its respective role, the appropriate technologies, resources and
effort, as better specified herein and in any SA possibly entered between the
Parties.
2.02 At NETRO's request Italtel either directly or through third parties
will use its best efforts in order to render to NETRO on a non exclusive basis
installation support and commissioning services of the Products sold by NETRO to
its customers at reasonable and fair terms and conditions to be agreed upon by
the Parties, which should be comparable with similar terms and conditions
proposed by Italtel for similar projects in the same country.
ARTICLE 3 - - MODES OF CO-OPERATION
3.01 With respect to Existing Netro Products the Parties shall enter
into a non-exclusive OEM relationship pursuant to which NETRO shall supply to
Italtel the Existing Netro Products for world-wide resale by it to any third
party.
Both Italtel and the Siemens group of companies shall have the right to
include the Existing Netro Products in their respective product catalogues for
world-wide sales with their own labels and logo; Italtel will use reasonable
efforts for marketing and selling the AirStar product.
-4-
<PAGE> 5
3.02 As far as the Feeder Product is concerned, the Parties shall
jointly develop such Product on a non exclusive basis for the Feeder Market,
including any evolutions and modifications reasonably necessary from time to
time to meet market requirements.
The joint development activities of the Parties shall be carried out
pursuant to the development schedule and allocation of tasks to be agreed by the
Parties in the relevant Supplemental Agreement.
The resulting Feeder Product will be supplied by Netro to Italtel on a non
exclusive basis for world-wide resale by it to any third party.
The interface cards necessary for the integration with the Network Management
Systems used by Italtel will be exclusive ownership of Italtel and manufactured
by Italtel for its own exclusive use in the market.
3.03 With respect to the New Products, the Parties will consider from
time to time entering into possible new projects to jointly develop products,
other than the Feeder Product. In the event the Parties decide on the basis of a
business plan to pursue such joint development, they will negotiate and agree
the relevant terms and conditions.
3.04 Most Favored Customer. NETRO undertakes that during the validity
period of this Agreement, the transfer prices, and other terms and conditions
granted to Italtel shall be no less favorable than those given by NETRO to any
other customer purchasing the same items under similar terms and conditions.
ARTICLE 4 - - SUPPLEMENTAL AGREEMENTS
4.01 The Parties shall implement this Agreement by means of specific
Supplemental Agreements. Each SA shall be deemed to incorporate the provisions
of this Agreement and shall
-5-
<PAGE> 6
constitute an integral part hereof. In the event specific provisions contained
in a SA conflict with or alter the provisions of this Agreement, the provisions
of the SA shall prevail.
ARTICLE 5 - - ORGANIZATIONAL STRUCTURE
5.01 The co-operation between the Parties set forth under this Agreement
shall be coordinated through the activity of a joint committee (hereinafter
referred to as "the Committee"), composed by an equal number of representative
for each Party. The Committee will be formed within 1 week from the signature of
this Agreement
5.02 In addition to any other applicable provisions of this Agreement,
the mission of the Committee is to stimulate and coordinate the activities of
the Parties as to:
(a) define and submit for the approval of the Parties the schedule and
allocation of tasks and expenses for the joint development of the Feeder Product
and New Products;
(b) monitor progress of the development activities of the Parties;
(c) monitor the market price evolution and define the Reference Market
Price applicable to the supplies from NETRO to Italtel;
(d) stimulate and coordinate the market activities of the Parties for
all Products falling within their co-operation;
(e) prepare detailed products and business plans;
(f) harmonize manufacturing activities relevant to the Feeder Product;
(g) authorize sublicencing activities for the Feeder Product to non
Affiliates. It is understood and agreed that
-6-
<PAGE> 7
contract manufacturing activities of NETRO and Italtel are not subject to the
authorization of the Committee
ARTICLE 6 - - CONFIDENTIALITY
6.01 During the term of this Agreement and for a period of five (5)
years thereafter, each Party agrees to maintain in confidence all information
which is indicated to be proprietary received from the other Party under this
Agreement, not to disclose the same to third parties and to instruct and oblige
all of its personnel and third parties having access to such information to
adhere to this obligation of confidentiality. The duty to hold information in
confidence shall not extend, however, to information that:
a) is known to the receiving Party at the time of disclosure;
b) is in the public domain at the time of disclosure or enters the
public domain through no acts attributable to the receiving Party;
c) becomes available to the receiving Party from a third party under no
obligation to any Party thereunder to keep that information in confidence;
d) is published by the disclosing Party;
e) is transferred to third parties who have reason to use such
information in order to fulfill the purpose of this Agreement and who are in
turn subject to an equivalent obligation of confidentiality; or
f) is required by applicable law limited to the extension of such
requirement.
The duty to hold such information in confidence shall require each Party
to exercise the same degree of care with respect to the other Party's
information that it exercises with
-7-
<PAGE> 8
respect to its own proprietary information and in any event no less than
reasonable care. Each Party will use the other Party's information only for the
purposes of this Agreement. Each Party will not reverse engineer the information
or products of the other Party, except as expressly authorized by this Agreement
or an SA.
Each Party recognizes that the information furnished under this
Agreement shall remain the property of the furnishing Party; the receiving Party
shall not use, reproduce or copy such proprietary information, in whole or in
part, except to the extent necessary to pursue the purposes of this Agreement
and shall return or destroy such information and any copies thereof or notes
relating thereto upon the expiration or termination of this Agreement.
For the purposes of this clause, Italtel agrees to establish procedures
reasonably satisfactory to NETRO so that Italtel technical employees assigned to
the Feeder Product project during the term of such project will not work on any
Italtel project competitive to AIRSTAR or Feeder Product.
6.02 The Parties agree to keep confidential and not to disclose to third
parties the contents of this Agreement.
All media releases, public announcements and public disclosures relating to this
Agreement shall be previously agreed in writing by the Parties.
ARTICLE 7 - - EXISTING INFORMATION
7.01 Each Party grants to the other Party (hereinafter "Licensed Party")
a personal, irrevocable except if terminated under Article 13.02 non
transferable and non-exclusive right to use its Existing Information solely for
sale of the Existing Netro Product and manufacture and sale of the Feeder
Product. The aforesaid right to use Existing Information for the manufacture
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<PAGE> 9
of the Feeder Product includes the right to communicate portions of the Existing
Information to suppliers solely for the procurement by the Licensed Party of
Products, materials, manufacturing facilities, parts and components, described
in such Existing Information, for use in manufacture in accordance with each
Supplemental Agreement, provided that such suppliers agree in writing to fully
comply with all Existing Information confidentiality obligations and
restrictions hereunder.
Other terms and conditions of the license may be indicated in each
relevant SA.
7.02 No ownership interest in the Existing Information or any portion
thereof is transferred or conveyed to the Licensed Party hereunder.
7.03 Each Party undertakes to comply with the applicable laws and
regulations of the other Party's country, including the U.S. Foreign Corrupt
Practices Act. In particular, the Licensed Party hereby assures the other Party
that it does not intend to and will not knowingly without the prior written
consent, if required, of the Office of Export Licensing of the U.S. Department
of Commerce, P.O. Box 273, Washington, D.C. 20044, United States of America,
transmit directly or indirectly:
(i) any information obtained from the other Party pursuant to this
Agreement; or
(ii) any Product (including processes and services) produced directly by
the use of such Existing Information; or
to (1) the countries specified in Supplemental No. 1 to Part 770 of the Export
Administration Regulations issued by the U.S.
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<PAGE> 10
Department of Commerce or (2) any national or resident of the foregoing
countries.
7.04 Promptly upon completion of the validation of the Feeder Product
Release 1 or immediately in the event of termination by Italtel pursuant to
Article 13.02 (a) or (b) all Existing Information as well as any other
information necessary for manufacturing, the Feeder Product shall be lodged by
Netro in an Escrow Account by an Escrow Bank, to be jointly indicated by the
Parties.
Such information will be updated in a timely manner with information related to
any subsequent modification to the Feeder Product.
Upon reaching a cumulative amount of purchase of Products of [***]
[***] from NETRO or in the event of termination by Italtel under clause 13.04
(a) and (c) Italtel, in order to exploit its right to manufacture the Feeder
Product, pursuant to Article 4.03 of the relevant SA, will have the right to
obtain on first demand such Existing Information as well as all the other the
information put in the Escrow Account. Following expiration/termination of this
Agreement each Party shall be entitled to use the Existing Information of the
other Party only in accordance with the provisions of Article 13.04.
hereof.
Italtel shall bear the fees of establishing and maintaining this Escrow Account.
ARTICLE 8 - - ASSIGNMENT
This Agreement may not be assigned or otherwise disposed of, nor may any
of the rights or obligations hereunder be delegated, by either Party, without
the prior written consent of the other Party, unless otherwise provided for in
this Agreement.
- ---------
[***] Confidential Treatment Requested.
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<PAGE> 11
The above provision shall not be applicable in cases of assignment to
Affiliates of each Party.
ARTICLE 9 - - INDEPENDENT CONTRACTOR
Each Party to this Agreement shall have the status of an independent
contractor and shall not for any reason hold itself out or represent itself as
being an employee, agent or representative of the other Party.
ARTICLE 10 - - SEVERABILITY
In the event that any provision or provisions of this Agreement which
materially affects the rights or obligations of the Parties under this Agreement
are ruled illegal or unenforceable by a court or regulatory authority, the
remainder of this Agreement shall nevertheless remain valid and enforceable,
provided that an equitable revision is negotiated and agreed by the Parties with
a view to maintaining a balance between their respective rights and obligations
ARTICLE 11 - - ENTIRE AGREEMENT
This Agreement, together with any SAs and Annexes hereto sets forth the
entire Agreement between the Parties and replaces and makes void any other oral
or written Agreement which may have been previously entered into.
Other terms modifying or making exception to the present Agreement shall be
considered valid only if established in writing and signed by both Parties.
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<PAGE> 12
ARTICLE 12 - - NOTIFICATION
Any notification connected with this Agreement shall be valid if
addressed by registered letter or by telefax or by confirmed telex to:
ITALTEL s.p.a.
Mr. Vito Calabrese
Centro Direzionale Lombardo
Via Roma 108
20060 Cassina de' Pecchi
Milano (Italy)
fax nr.+39.2.2733.2510 phone nr.+39.2.2733.2272
E-Mail: Vito Calabrese Italtel.it
and to
NETRO Corporation
Mr. Michael T. Everett
3200 Coronado Drive
95054 Santa Clara California - U.S.A.
fax nr.+l.408.654.7516
Telephone nr. +1.408.654.7520
E-Mail: [email protected]
ARTICLE 13 - - TERM AND TERMINATION
13.01 This Agreement shall be valid and operative for a term of 5 (five)
years starting from its signature, unless extended by written agreement of the
Parties.
13.02 This Agreement may be terminated under the following conditions:
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<PAGE> 13
(a) at the end of 60 days following written notice by the non-breaching
Party of a material breach by the other Party, provided that such breach is not
cured within the same 60 days period.
(b) at the end of twenty-four (24) hours following written notice by
either Party, if the other Party files a petition in bankruptcy, or under a
general assignment for the benefit of creditors, or becomes insolvent, or is
otherwise unable to generally meet its business obligations for a period of
three (3) months;
13.03 Upon the expiry or termination of this Agreement, those terms and
conditions, which by their nature would continue beyond such expiry or
termination, that is Confidentiality, Government Restrictions, Conciliation and
Arbitration shall remain in full force and effect.
Upon expiry or termination of this Agreement, each Party shall complete
all existing contractual commitments to third parties.
The Parties also shall comply with all existing contractual commitments
between them, which were the basis of corresponding, agreed upon contractual
commitments to third parties, to the extent that the completion of the Parties'
commitments is necessary to complete their commitments to third parties. Nothing
herein shall require a Party to continue its performance under a Supplemental
Agreement which was the subject of a material breach by the other Party, or to
transfer additional Existing Information following such expiry or termination.
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<PAGE> 14
13.04 CONTINUED USE OF EXISTING INFORMATION
Upon any expiry or termination of this Agreement, both Parties shall
cease using the other Party's Existing Information, and shall return same,
except as provided herein:
(a) in the event of expiry of this Agreement as per Article 13.01 each
Party shall be authorized to continue using, on a non-exclusive basis, all
Existing Information licensed to it pursuant to Article 7.01. of this Frame
Agreement as of the date of such expiry, to comply with all existing contractual
commitments and binding offers to third parties as well as with new orders
acquired during the 12 months subsequent to such expiry and to the same extent
as authorized during the Agreement, for a period of 3 (three ) years.
Italtel will continue to source at least 50% of its manufacturing requirements
from NETRO during such extended period, as long as NETRO continues to
manufacture the Product.
In addition, Italtel shall be authorized to sell Product manufactured
utilizing such Existing Information in accordance with all terms and conditions
of this Section 13.04(a). Neither Party shall be under any obligations to
provide updates or improvements to Existing Information following such expiry.
(b) in the event of termination by NETRO under clause 13.02 (a) or (b),
or due to an Italtel material breach of a Supplemental Agreement, and provided
that any possible misuse of Existing Information under said Supplemental
Agreement has been cured, Italtel (the breaching Party) shall be entitled to
continue utilizing on a non-exclusive basis Netro Existing Information to the
same extent as during the Agreement, for a period of eighteen (18) months solely
for the purpose of selling Products to comply with all the existing contractual
commitments and binding offers, thereby excluding any manufacturing right.
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<PAGE> 15
NETRO (the non breaching Party) shall have the right to use Italtel Existing
Information to the same extent as during the Agreement for a period of 5 (five)
years.
(c) in the event of termination by Italtel pursuant to Article 13.02 (a)
or (b) or due to a NETRO material breach of a Supplemental Agreement, and
provided that any possible misuse of Existing Information under said
Supplemental Agreement has been cured, NETRO (the breaching Party) shall be
entitled to continue utilizing on a non-exclusive basis and at the same terms
and conditions provided for by the relevant SA Italtel Existing Information for
a period of eighteen (18) months solely for the purpose of selling Products to
comply with all the existing contractual commitments and binding offers.
Italtel (the non breaching Party) shall have the right to use NETRO
Existing Information to the same extent as during the Agreement for a period of
5 (five) years.
ARTICLE 14 - - CONCILIATION AND ARBITRATION
14.01 The Parties shall try to amicably settle any dispute arising out
of this Agreement. In the event an amicable settlement is not reached, the
dispute shall be finally settled under the Rules of Conciliation and Arbitration
of International Chamber of Commerce, by three arbitrators appointed in
accordance with said Rules.
The Arbitral Tribunal shall sit in London (UK) and the proceeding shall
be conducted in the English language.
14.02 The Arbitrators shall render their decision in accordance with the
substantive laws of United Kingdom.
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<PAGE> 16
The award shall be final and legally binding on the Parties and shall be
subject to enforcement in any courts having jurisdiction over the Parties
The Parties agree to exclude the right of appeal to any court which
would otherwise have jurisdiction in connection with any question of law arising
in the course of the arbitration or out of the award.
The arbitration shall be the sole recourse of the Parties, to the
exclusion of the courts of law. Remedies indicated by the Arbitration may, under
appropriate circumstances, include injunctive relief as well as monetary awards.
ARTICLE 15 - - GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
substantive laws of United Kingdom.
ARTICLE 16 - - LIMITATION OF LIABILITY
In no event shall either Party be liable towards the other Party for any
incidental or consequential damages, including -without limitation - loss of
profits.
ARTICLE 17 - - LOGISTIC SERVICES
NETRO shall render logistic services for Italtel employees to be
assigned to a site near NETRO's premises, upon request of Italtel and at fair
terms and conditions, reflecting NETRO'S fully loaded costs.
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<PAGE> 17
This Agreement is made in two originals, one for each Party.
Netro Corporation Italtel s.p.a.
/s/ Gideon Ben-Efraim /s/ Italtel s.p.a.
- -------------------------------------- ----------------------------------
Place Munich Place Milano
Date 11/19/97 Date Nov. 28, 1997
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<PAGE> 1
Exhibit 10.8.1
SUPPLEMENTAL AGREEMENT N. 01
NON EXCLUSIVE OEM SUPPLEMENTAL AGREEMENT
PRODUCTS: AIR STAR/AIRVIEW/AIRMAN
between
NETRO CORPORATION
SANTA CLARA, CA, USA
and
ITALTEL S.P.A.
MILANO - - ITALY
<PAGE> 2
This Supplemental Agreement is made
between
NETRO Corporation, a company organized and existing under the laws of
California, USA ("Netro or Seller")
and
Italtel s.p.a., a company organised and existing under the laws of Italy
("Italtel or Buyer")
WITNESSETH
WHEREAS, as of today the Parties have entered into a Frame Agreement,
which sets forth the general terms and conditions of their cooperation with
respect to the Products as defined in Article 1.02. of the Frame Agreement;
WHEREAS, pursuant to Article 3.01. of the Frame Agreement, the
Parties undertake to enter into a non-exclusive OEM relationship pursuant to
which Netro shall supply to Italtel the Existing Netro Products for world-wide
resale by it to any third party;
WHEREAS, the Parties hereby intend to better define the specific
rules governing their relationship with respect to the above mentioned Existing
Netro Products.
NOW, THEREFORE, the Parties do hereby agree as follows:
DEFINITIONS
(a) "Affiliate" has the same meaning of that referred to in Article
1.10 of the Frame Agreement.
(b) "Delivery Interval" means the period of time running from the
date of order until the date of delivery to the Buyer of the Existing Netro
Products ordered.
(c) "Existing Netro Products" has the same meaning of that referred
to in Article 1.03 of the Frame Agreement.
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<PAGE> 3
(d) "Frame Agreement" means the Agreement entered into between the
Parties as of today, ruling their cooperation with respect to the Products.
(e) "Reference Market Price" has the same meaning of that referred to
in Article 1.8. of the Frame Agreement.
(f) "Related Documentation" means materials useful in connection with
the Products, such as, but not limited to, flow charts, logic diagrams and
listings, program descriptions and specifications.
(g) Other Capitalized terms -- unless otherwise herein defined --
shall have the meanings defined in the Frame Agreement.
(h) Seller shall mean Netro.
(i) Buyer shall mean Italtel.
ARTICLE 1 -- SCOPE
This Supplemental Agreement (A) sets forth the terms and conditions
under which Seller agrees to furnish the Existing Netro Products to Buyer for
worldwide distribution by Buyer to its customers by sale, lease, or otherwise;
and (B) establishes the Parties' responsibilities with respect to installation,
maintenance and support of such Existing Netro Products.
ARTICLE 2 -- EXISTING NETRO PRODUCTS
2.01 Netro represents that the guaranteed characteristics and
specifications of the Existing Netro Products, both for ETSI and ANSI markets,
at the date of this Supplemental Agreement are those listed in the Annex 1
hereto. Netro may update Annex 1 from time to time, if some characteristics
would change.
2.02 In the spirit of this Supplemental Agreement in case of natural
evolutions and modifications of Existing Netro Products (as better defined in
Article 1.03. of the Frame Agreement) Netro undertakes to timely provide Italtel
with sufficient information and documentation in order to promote the enhanced
and extended Products worldwide.
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<PAGE> 4
2.03 If the modified Products should not grant full backward
compatibility, Netro undertakes to produce the previous version of the Existing
Netro Products for Italtel for a minimum period of 18 months after the
commercial availability of the enhanced Products.
2.04 The characteristics and conditions related to Quality Assurance
are detailed in the Annex 2 hereto.
2.05 In order to integrate the Existing Products with network
management systems used by Italtel, Italtel may develop and manufacture for its
own exclusive use certain interface cards. Netro shall provide Italtel with the
necessary hardware and software specifications to that purpose.
ARTICLE 3 - - MARKETING RIGHTS
3.01 Italtel will have the non exclusive right to promote, sell or
lease, as a single equipment or together with other products or systems, the
Existing Netro Products in any market freely and with no limitations, with the
exceptions listed in Annex 3.
3.02 Italtel and its Affiliates will have the right to include the
Existing Netro Products in their respective catalogues with their own mark and
brand name; Italtel will use reasonable efforts for selling the AirStar Product.
To this purpose Netro agrees to deliver to Italtel the Existing Netro Products
properly marked and externally coloured in accordance with Italtel's
instructions.
3.03 Netro warrants that it does not have nor will undertake any
obligation with anybody conflicting with the rights granted to Italtel pursuant
to this Supplemental Agreement.
ARTICLE 4 -- CONDITIONS OF SUPPLY
4.01 Unless otherwise agreed in relation with a specific project the
following terms and conditions shall be applicable to all orders for the
purchase of the Existing Netro Products (or portion thereof) to be supplied by
Netro to Italtel and such terms and conditions shall take preference over any
conflicting or inconsistent terms of Italtel's purchase orders or Netro
conditions of sale.
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<PAGE> 5
4.02 Italtel, shall purchase the Existing Netro Products by issuing a
written purchase order, to be transmitted by confirmed fax, identifying the
Existing Netro Products to be purchased, the quantity, price, total purchase
order price, shipping instructions (if any), delivery dates and place and any
other specific information impacting on the equipment delivery schedule. Netro
shall confirm, by confirmed telefax, any purchase order within one (1) week of
Netro's receipt thereof, provided its terms are in accordance with those of this
Supplemental Agreement or better ones for Netro, if so agreed by the Parties.
Orders not rejected within 1 week shall be deemed accepted. As a general rule,
orders placed in conformity with the forecast and delivery intervals shall be
accepted.
Buyer shall send all orders under this Supplemental Agreement to:
NETRO Corporation
ATT.: Sales Operations
3200 Coronado Drive
Santa Clara, CA 95954 USA
fax: +408 654 7525
Orders sent to addresses other than the one specified in this Section
4.03 shall not be valid for the purposes of this Supplemental Agreement.
Netro undertakes to supply, for 3 years after the expiration of this
Supplemental Agreement, equipment to Italtel for all the expansions of the
contracts signed by Italtel during the validity of this Supplemental Agreement.
4.03 Depending of the specific indications of the purchase order, the
ordered Products will be delivered FCA Santa Clara (USA).
Delivery dates will be those specified in the order and in any case
the lead time will not be less than the standard lead time declared by Netro
with the exception of a different lead time accepted by Netro in writing for
specific orders.
Netro declares that standard lead time from the reception of purchase
order to delivery FCA is 4 weeks, provided that the order is within the 6 months
rolling forecast as defined herebelow; any variation in standard lead time will
be promptly notified by written notice to Italtel and accepted by it.
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<PAGE> 6
4.04 Italtel will issue monthly a rolling forecast (with the best
possible indications of frequency and configurations) indicating requested
deliveries for the coming six months - divided in months as per Annex 4.
First forecast will be issued by Italtel on the last working day of
the month that follows the date of signature of the Supplemental Agreement.
ARTICLE 5 -- TITLE TO PRODUCTS
Unless otherwise agreed to in writing, title to, and risk of loss and
damage to, Products (except as provided in the section Use of Information) shall
pass to Buyer upon FCA, in accordance with the delivery terms in INCOTERMS, as
republished by the International Chamber of Commerce in 1990.
ARTICLE 6 -- PRICES
6.01 Starting from the signature of this Supplemental Agreement and
up to June 1998, the Reference Market Price is defined by Netro. The initial
Reference Market Price is attached under Annex 5.
Special projects will be discussed by the Parties on a case by case
basis.
6.02 After June 1998 the Reference Market Price will be agreed upon
by the Committee, Market Subdivision, provided in the Frame Agreement.
6.03 Netro will grant a discount on the Reference Market Price as per
points 6.01. and 6.02. as follows:
<TABLE>
<CAPTION>
ANNUAL VOLUME/CALENDAR YEAR DISCOUNT
--------------------------- --------
<S> <C>
$[***] million (LEVEL 1) [***]
$[***] million (LEVEL 2) [***]
over [***] million (LEVEL 3) [***]
</TABLE>
6.04 The above quantity discount matrix is based on, and applicable
to, the total volume of Products sold by Netro to Italtel or to its Affiliates
in a certain calendar year.
The initial discount for each calendar year will be that of level 2.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 7
The Parties shall review the sales volume and forecast quarterly and
if they show a clear trend towards different levels, the Parties shall meet to
finalize a compensation procedure to achieve the correct discount level on the
total sales volume of that specific calendar year.
As an exception to the above for the initial year of deliveries
(1998), the starting level will be level 1.
ARTICLE 7 -- PAYMENTS
7.01 Payments of all amounts contained under this Supplemental
Agreement shall be in U.S. dollars, and invoices shall be rendered in the same
currency. Buyer shall promptly make all payments due under this Supplemental
Agreement by Bank Wire Transfer unless otherwise agreed.
Payment shall be 50 (fifty) days net. Invoices shall not be submitted
prior to Seller's fulfilling its obligation to deliver the Products FCA. Buyer
shall arrange for its bank to remit funds in U.S. dollars by Bank Wire Transfer
with reference to Buyer's Order Number to the bank account which shall be
specified by Seller.
In the event of Italtel delay in payment due to reasons other than
force majeure, Netro may claim from Italtel reimbursement of the financial costs
related to the delayed amount calculated on the basis of 10% per annum.
7.02 Payment shall be made only for the Existing Netro Products
specified in the order. Buyer may deduct from the amount indicated in the
invoice all Products delivered which were not specified. Buyer shall notify
Seller in writing and following acknowledgement by Seller, these Products shall
be returned by Buyer to the Seller at Seller's expense.
7.03 The Seller will not seek payments for services rendered to fix
the Product(s) under warranty. The Seller has listed product's warranty terms
and conditions under Article 11 hereof.
7.04 In the event that Netro fails for reasons other than causes of
force majeure to deliver FCA each batch of the Existing Netro Products or parts
thereof at the respective dates accepted in the relevant purchase order, Italtel
- - without prejudice of its right of cancellation of the concerned order - may
claim from Netro penalties equivalent to 0.5% in 1998, 0.75% in 1999, 1%
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<PAGE> 8
in 2000 and thereafter of the corresponding price of the complete delayed Netro
systems per week of delay without exceeding in any case 5% (five per cent) of
said price. Netro shall inform immediately Italtel in the event it anticipates
any delay in its deliveries and the Parties shall make their best efforts to
minimise the consequences thereof.
ARTICLE 8 -- RESPONSIBILITIES OF SELLER
8.01 Netro agrees to and will provide to Italtel sufficient and
appropriate updated technical documentation necessary for the correct
installation, operation and maintenance of the Products that allow Italtel to
prepare a complete documentation to be supplied to the customer together with
the Products. Italtel shall be responsible at its own expense for translation
into such languages as it chooses.
8.02 Netro agrees to provide to Italtel, by January 1998 two training
courses for Italtel's personnel one on installation, operation, maintenance and
the other one on repair, both at no cost for Italtel for a maximum of 1 week
each. Each Party will be responsible for transportation costs and living
expenses of its own personnel.
8.03 Netro agrees to provide to Italtel supervision for installation
and commissioning services at fair and reasonable terms and conditions.
8.04 During the term of this SA Netro will be responsible for
supporting the Existing Products, Hardware and Software at the terms and
conditions specified in Annex 6.
In addition to the above and on Buyer's request, Netro will render
hot-line service and/or "on site support". All the Technical Assistance services
and prices therefor are listed in Annex 6. The Parties may update -- by mutual
written agreement from time to time -- Annex 6.
8.05 Netro agrees to provide reasonable advance notification to Buyer
of intended phase out of the Existing Product or specific features, parts or
software releases; in such events Seller shall communicate to the Buyer:
(a) the period of time within which the Buyer can issue a last buy
order of the concerned items;
(b) the quantities of items and relevant spare parts of the said
items available to Buyer under the last buy order option.
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<PAGE> 9
Netro shall accept and fulfill all orders issued by Italtel for the concerned
items and relevant spare parts during the period of time mentioned under (a)
above.
ARTICLE 9 -- INFORMATION NECESSARY TO FULFILL SELLER'S OR BUYER'S OBLIGATIONS
The Parties shall exchange such technical information, data,
technical support or assistance as may reasonably be required by either Party to
fulfill its obligations under this Supplemental Agreement or any order
hereunder.
ARTICLE 10 -- SPARE PARTS
10.01 Netro shall undertake to supply the Buyer, upon its request,
with spare parts for the Existing Product or substitutes therefor for a period
of ten (10) years from the date of the last shipment of the Existing Product to
the extent that such spare parts or substitutes continue to be manufactured by
Netro.
The Buyer shall have the right to place a final bulk order for the
spare parts prior to the expiry of the period mentioned under this Article
10.01. Netro shall fulfill the said bulk order with the originally used parts or
equivalent and compatible substitutes.
In the event that any supplier to Netro of components for the
Existing Product notifies Netro of its termination of production of any
component, then Netro shall promptly notify the Buyer of such termination, and
of available substitutes. The Parties shall discuss to determine estimated
quantity of such components necessary to support the Existing Product.
10.02 The Buyer shall purchase recommended spare parts, modules and
consumables for the proper installation, maintenance and repair of the Existing
Product. The delivery schedule of such spares shall be mutually agreed to by the
Parties. Spare parts, modules and consumables list and prices are set forth in
Annex 7 hereto.
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<PAGE> 10
ARTICLE 11 - SOURCE INSPECTION
In order to certify the quality of the Products and of its
manufacturing process and to allow Italtel to fulfill its contractual
obligations with the customer, Italtel may at any reasonable time inspect, at
Netro's facility the various manufacturing steps of the products which will or
may be used in the performance of this Supplemental Agreement and inspect and
test material and workmanship related to the Products purchased hereunder.
Italtel shall give Netro reasonable prior notice of the dates on which the
inspections will take place. All inspections and tests shall be performed in
such a manner as not to delay the work unduly.
The Parties will jointly define specific procedures to carry out the
inspections.
ARTICLE 12 -- WARRANTY
12.01 Seller warrants to Buyer the following:
(a) upon shipment, the Existing Netro Products will be free from
defects in material and workmanship, as well as the software therein contained
will be free from those defects which materially affect its operation and
performance, and will conform to Seller's specifications for such Products
described in Annex 1 to this Supplemental Agreement;
(b) with respect to Products or partial assembly of Products not
manufactured by Seller nor purchased under Seller's procurement specifications,
Seller, to the extent permitted, does hereby extend to Buyer the warranties
given to Seller by its vendor of such Products.
12.02 The term "Warranty Period" means, with respect to Products and
Software covered in Article 12.01 (a) and (b), [***] from the
date of delivery of the Product or Software by Seller. The Warranty Period for a
repaired Product or part thereof excludes the repair time by Seller and is the
remainder of the original Warranty Period or [***] after the delivery
of the repaired item to Buyer, whichever occurs later.
12.03 If, under normal and proper use during the applicable Warranty
Period, a defect or nonconformity appears in a Product,
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 11
or Software proves to have a defect which affects performance in accordance with
Seller's specifications, or a service proves not to have been done in a careful
and workmanship-like manner, and Buyer notifies Seller in writing of such defect
or nonconformity not later than thirty (30) days after the expiration of such
Warranty Period, the Buyer shall follow Seller's instructions regarding return
of defective or nonconforming materials, and Seller will:
(a) as to Products, at its option, repair or replace such Product
without charge. Buyer shall have the option of removing and reinstalling or
having Seller remove and reinstall the defective or nonconforming Product. In
this case, the cost of the removal and the reinstallation shall be borne by
Buyer;
(b) as to Software, at its option, correct or replace such Software
without charge; corrections may be incorporated free of charge into a new
release of the Software; a Software failure actually causing service disruption,
will be immediately attended to by Seller without waiting for a new software
release.
(c) as to services correct any defects or deficiencies.
12.04 Products returned for repair or replacement will be accepted by
Seller only in accordance with its instructions and procedures for such returns
Seller shall repair or replace the Products within 4 weeks (measured by date of
receipt in Seller's factory to date of shipment from Seller's factory. The cost
of the transportation associated with returning such Product to Seller shall be
borne by Buyer. Seller shall pay the costs of transportation of the repaired or
replaced Product to the destination designated by Buyer. If Seller determines
after consultation with Buyer that a returned Product is not defective, Buyer
shall pay Seller all costs of handling, inspecting, testing and transportation.
Replaced Products or parts shall become Seller's property.
12.05 Seller makes no warranty with respect to defective conditions
or non-conformities caused by any of the following acts: misuse, neglect,
accident or abuse by anyone other than Seller or its subcontractors; improper
wiring, repairing, alteration, improper installation, storage or maintenance by
anyone other than Seller or its subcontractors; use in a manner not in
accordance with the specifications, operating instructions
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<PAGE> 12
or license-to-use; failure of Buyer or its customers to implement Seller's
recommended modifications and corrections.
12.06 The foregoing warranties contained in this Article are
exclusive and are in lieu of all other express and implied warranties,
representations, or conditions, statutory or otherwise, including but not
limited to, warranties or conditions of merchantability, or fitness for a
particular purpose. Buyer's sole and exclusive remedy under warranty shall be
Seller's obligation as set forth in this Article 12.
12.07 The Seller shall immediately attend to any of the Software bugs
causing service disruption of customer network even beyond the Warranty Period
correcting or replacing the affected Software without charge to the Buyer.
The Parties will also discuss terms of a Software Maintenance
Contract to take effect after the expiration of the Warranty Period.
ARTICLE 13 -- INFRINGEMENT OF PATENTS
In the event of any claim, action, proceeding or suit by a third
party against Buyer alleging an infringement of any patent, copyright or
trademark, or because of the use, in accordance with Seller's specifications
registered in the United States and the European Community, of any Product
furnished by Seller to Buyer under this Supplemental Agreement, Seller, at his
expense, will defend Buyer, subject to the conditions and exceptions stated
below. Seller will reimburse Buyer for any cost, expense or attorney's fees
incurred at Seller's written request or authorization, and will indemnify Buyer
against any liability assessed against it by final judgment on account of such
infringement or violation arising out of such use or resale.
Seller will, at his expense and at his option, either (i) replace the
Existing Netro Products furnished pursuant to these Rules with a suitable
substitute free of any infringement; (2) modify it so that it will be free of
the infringement; or (3) procure for Buyer a license or other right to use it.
If none of the foregoing options are practical, Seller will remove the enjoined
Product and refund to Buyer any amounts paid to Seller therefor, minus a
reasonable charge for any actual period of use by Buyer.
Buyer shall give Seller prompt written notice of all such claims,
actions, proceedings, or suits alleging infringement or violation and Seller
shall have full and complete authority to assume the
-12-
<PAGE> 13
sole defense thereof, including appeals, and to settle the same. Buyer shall,
upon Seller's request and at Seller's expense, furnish all information and
assistance available to Buyer and cooperate in every reasonable way to
facilitate the defense and/or settlement of any such claim, action, proceeding
or suit.
No undertaking of Seller under this clause shall extend to any such
alleged infringement or violation to the extent that it: (1) arises from
adherence to design modifications, specifications, drawings, or written
instructions which Seller is directed by Buyer to follow, but only if such
alleged infringement or violation does not reside in commercial Product of
Seller's design or selection; or (2) arises from adherence to instructions to
apply Buyer's trademark, trade name, or other company identification; or (3)
resides in a Product which is not of Seller's origin and which is furnished by
Buyer to Seller for use under this Supplemental Agreement. In the foregoing
cases number (1) through (3), Buyer will defend and save Seller harmless subject
to the same terms and conditions and exceptions stated above with respect to
Seller's rights and obligations under this clause.
The liability of Seller, or Buyer, in the cases of (1) through (3)
above, with respect to any and all claims, actions, proceedings, or suits by
third parties alleging infringement of patents, trademarks, or copyrights or
violation of trade secrets or proprietary rights because of, or in connection
with, any Products furnished pursuant to this Supplemental Agreement, shall be
limited to the specific undertakings contained in this clause.
ARTICLE 14 -- LICENCE PROVISIONS
14.01 GENERAL: All documentation, technical information, and business
information which either Party furnishes to the other Party under or in
contemplation of this SA, and which bears a proprietary marking or copyright
notice, and all Software and Related Documentation in whatever form recorded and
whether or not part of firmware, furnished by one Party to the other, and all
copies thereof made by the receiving Party, including translations, compilations
and partial copies (hereinafter "Information") shall remain the property of the
furnishing Party and shall be treated by the receiving Party in accordance with
the provisions of this Article.
-13-
<PAGE> 14
14.02 LICENSE TO BUYER:
(a) With respect to Information furnished to Buyer for its own use,
Seller grants to Buyer a personal, non-transferable (except as otherwise
provided in this Article) and non-exclusive license to use Information for its
own business operations.
(b) With respect to furnished Information which is related to a
Product sold to Buyer and resold to a customer by Buyer, Seller grants to Buyer,
subject to the provisions of Paragraph 13.04. of this Article, a right to grant
to such customer, a permanent, personal, non-transferable and non-exclusive
right to use such Information solely in or with such Product for installation,
maintenance, or operation of such Products.
(c) Upon Seller's prior written authorization, which authorization
may be of a general nature, Buyer may disclose Information to other persons for
the purpose of Buyer's performing his obligations under this Supplemental
Agreement, provided such other person agrees in writing (a copy of which will be
provided to Seller at his request) to a confidentiality agreement which Seller
will provide to Buyer and which will contain the same conditions imposed upon
Buyer in this Article.
14.03 RESTRICTIONS ON BUYER'S SUBLICENSING RIGHTS: the rights granted
to Buyer in paragraph 14.02. (b) are subject to Buyer obtaining a written
agreement from his sublicensee including the same conditions of confidentiality,
as applicable, as are imposed upon Buyer in paragraph 14.04. of this Article.
14.04. PROVISION OF WRITTEN SUBLICENSES: the written sublicenses
referred to in paragraph 14.03 of this Article shall specify that:
(a) customer is granted a permanent, personal, non-transferable and
non-exclusive right to use the Information in his own premises solely to order
or to evaluate for that purpose the Product for which such Information is
furnished, or to install, operate or maintain such Product or
(b) no title to the intellectual property in such Information is
transferred;
-14-
<PAGE> 15
(c) the Information shall not be reproduced or copied, in whole or in
part, except as necessary for authorized use, and each such copy shall contain
the same copyright notice and proprietary marking as appears on the original
Information including diskette markings; and
(d) customer will not reverse-compile or disassemble any Software
contained in such Information.
ARTICLE 15 -- ITALTEL'S INDEMNITY
In the event of any claim, action or proceeding or suit against Netro arising
out of the negligence or willful misconduct of Italtel or its agents in
installing or supporting the Existing Netro Products or arising out of Italtel's
representation of Netro Products in a manner inconsistent with Netro's written
materials, Italtel shall at its expense indemnify Netro and defend it against
any and all costs including attorney's fee. The provisions of the third
paragraph of Art. 13 shall apply in reverse.
ARTICLE 16 -- NOTICE
All notices or other communications required or permitted to be given under
these rules shall be made in writing, by telex or telefax or mail, to the person
and address set forth below, or such other address as may be designated in
writing hereafter:
To Seller
NETRO CORPORATION
Mr. Michael T. Everett
3200 Coronado Drive
Santa Clara, CA 95954 - USA
fax no. :+l.408.654.7516
E-mail: [email protected]
To Buyer
Italtel s.p.a.
Mr. Vito Calabrese
Centro Direzionale Lombardo
Via Roma 108
20090 Cassina de' Pecchi
MILANO- ITALY
fax no.: +039.2.2733.2510
E-mail: [email protected]
-15-
<PAGE> 16
ARTICLE 17 -- TERM
This Supplemental Agreement shall remain in effect for a period of
five (5) years from the date of its signature or upon termination or expiry of
the Frame Agreement, which event occurs first. Independently, this Agreement may
also be terminated by either Party with notice to the other Party sixty (60)
days after a material breach by the other Party.
The Parties may agree to terminate this Supplemental Agreement, or to
extend it, under the same or different terms and conditions.
ARTICLE 18 -- MISCELLANEOUS
A. COUNTERPARTS: This Supplemental Agreement shall be executed in two
counterparts, each of which will be deemed an original and both of which, taken
together, shall constitute the same document.
B. ISO-9000: Seller will promptly inform Buyer in the event Seller is
no longer certified under ISO-9000 standards.
Netro Corporation Italtel s.p.a.
/s/ GIDEON BEN-EFRAIM /s/ ITALTEL S.P.A.
- ---------------------------------- ----------------------------------
11/19/99 Nov. 28, 1997
- ---------------------------------- ----------------------------------
Date Date
Munich Milano
- ---------------------------------- ----------------------------------
Place Place
-16-
<PAGE> 17
SUPPLEMENTAL AGREEMENT NR. 01
LIST OF ANNEXES
ANNEX 1 GUARANTEED CHARACTERISTICS AND SPECIFICATIONS OF EXISTING
NETRO PRODUCTS
ANNEX 2 QUALITY ASSURANCE CHARACTERISTICS AND CONDITIONS
ANNEX 3 EXCLUSIVITY COMMITMENTS OF NETRO
ANNEX 4 FORECAST AND DELIVERIES MATRIX
ANNEX 5 INITIAL REFERENCE MARKET PRICE LIST
ANNEX 6 TECHNICAL ASSISTANCE SERVICES
ANNEX 7 SPARE PARTS, MODULES AND CONSUMABLES LIST AND PRICES
-17-
<PAGE> 18
ANNEX 1
TO SUPPLEMENTAL AGREEMENT NR. 01
GUARANTEED CHARACTERISTICS AND SPECIFICATIONS OF EXISTING NETRO PRODUCTS
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR.
RELEASE 1.0, DRAFT REV 1.1
DATED NOVEMBER 10, 1997
-18-
<PAGE> 19
ANNEX 2
TO SUPPLEMENTAL AGREEMENT NR. 01
QUALITY ASSURANCE CHARACTERISTICS AND CONDITIONS
Netro's quality program is an integral part of Netro's business process and is
involved in all aspects of the activities that occur within Netro on a daily
basis. In the area of Netro products, the quality program starts at the earliest
phase in the new product design and progresses throughout the life cycle of the
product. It includes design control's and evaluations, manufacturing readiness
evaluations prior to release for manufacture, full documentation of all parts,
materials and processes, material and vendor testing and controls, full product
evaluation and testing prior to shipment to the end users, and a complete
customer service activity to resolve any issues that may occur after shipment.
Netro's quality program is based on ISO-9001 Quality System Requirements and
Netro has been registered by the British Standards Institute (BSI) after having
been evaluated through an exhaustive set of audits to those requirements.
Netro's registration number is #xxxxxx, and this initial registration was
received in March of 1997. Since that time, Netro has had a follow-up six month
audit by BSI and successfully passed this additional evaluation. Continuing
audits of the Netro system can be expected to be completed on a six month basis.
In addition to the BSI registration, Netro has been evaluated and audited by the
British Approvals Board for Telecommunications (BABT) and has received their
Full Quality Assurance Approval (FQAA) so that Netro quality system and testing
procedures have been approved for testing of the Digital products produced by
Netro. FQAA approval was received after a comprehensive audit of Netro's quality
system that was similar in content and thoroughness to the ISO registration
audit. This approval was also received in March of 1997 and since that time,
Netro has had a successful follow-up audit which allows for continuation of
Netro's FQAA approval.
-19-
<PAGE> 20
To assure that all products produced by Netro meet the requirements specified by
Netro's product specifications or the special requirements imposed by Netro
customers, Netro has implemented a comprehensive system of quality assurance
analysis and test that starts at the earliest part of the production process:
- - Components are carefully selected to assure that their performance had been
proven in the environments that Netro's products will see in use. Custom
parts and Materials are specially tested and evaluated by Netro to assure
reliable performance. To the extent possible, Supplier Quality Systems must
meet the requirements of ISO-9000. When this is not possible, Netro
evaluates the Supplier systems to assure that their approach to quality
assurance provides products that meet all applicable requirements.
- - Material received by Netro, is evaluated upon receipt to see that it meets
specified requirements. Material that is found to be discrepant is
evaluated to identify the specific problem found and the supplier contacted
to determine the corrective and preventive action that must be taken so
that defective material is not received in the future.
- - As product moves through the production line, it is evaluated by trained
production operators to assure that it meets all of the quality
requirements necessary for acceptable product performance. An on line
quality information system (Quality Feedback System) is utilized to
maintain the data associated with evaluations and test. Each step in the
production process is entered into QFS by the use of bar codes, and if any
step should be missed, or has defects associated with it, the system will
prevent the product from moving on in the production flow. Data from this
system is utilized to analyze failure modes and to establish the corrective
and preventive actions necessary to eliminate the problem.
- - At the system level, products are subjected to a wide range of tests and
evaluations to assure that they will work in the customers applications.
These tests include Environmental Stress Screening (ESS), electrical
performance tests, calibration tests, and any other tests and evaluations
deemed necessary to assure superior performance. Burn-in tests and other
tests necessary to weed out early failures are conducted at various levels
of the production cycle.
- - All products are packaged in specially designed materials and containers
that have been tested to assure that they will survive the rigorous and
difficult environments that are seen in transporting and handling Digital
Radio products.
-20-
<PAGE> 21
Continuous improvement and total customer satisfaction are the cornerstones of
Netro's quality system and reflect the major content of Netro's quality policy.
Continuous improvement is a way of life at Netro. Not only improvement in the
quality of the products Netro produces, but improvement in product performance,
in Netro's business systems, and overall service to the customers. In its drive
to achieve total customer satisfaction Netro has fully staffed a Customer
Services Organization that responds to customer requirements and issues as they
occur. This organization stands ready to respond to Customers requests as they
arise and is continuously seeking ways of improving overall service.
Netro's Quality Assurance Manual has been written to reflect the actual
operating methods employed by Netro during all phases of its business and
product life. This manual describes all parts of the Netro quality Assurance
System and is available for review by customers. If forms the basis for a
comprehensive system of documents that describe the actual procedures that are
used by Netro personnel in the performance of their duties. Employee's are
thoroughly trained in all aspects of the Quality Manual and the Company
Operating Procedures and part of each employee responsibility is to understand
and use Netro's quality policy and overall quality system. This well trained and
competent work force assures Netro customers of superior radio products.
Netro will also deliver a copy of its quality manual to Italtel promptly when it
is available.
-21-
<PAGE> 22
ANNEX 3
TO SUPPLEMENTAL AGREEMENT NR. 01
EXCLUSIVITY COMMITMENTS OF NETRO
IONICA RFQ DATED AUGUST 8, 1997 WITH NORTEL
-22-
<PAGE> 23
ANNEX 4
TO SUPPLEMENTAL AGREEMENT NR. 01
FORECAST AND DELIVERIES MATRIX
<TABLE>
<CAPTION>
2000 AND
1998 1999 THEREAFTER
- ----------- -------------- ---------------- ---------------
<S> <C> <C> <C>
Firm Orders first [***] months first [***] month [***] month
Binding Forecast [***] to [***] month [***] to [***] month [***] month
qty: [***]%/[***]% qty: [***]%/[***]% qty: [***]%/[***]%
[***] to [***] month [***] to [***] month [***] month
qty: [***]%/[***]% qty: [***]%/[***]% qty: [***]%/[***]%
Non Binding Forecast -- [***] to [***] month [***] to [***] month
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-23-
<PAGE> 24
ANNEX 5
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
MARKET
DESCRIPTION FIELD TRIAL PRICING - LIMITED DEPLOYMENTS REFERENCE
ITEM MODEL NO. PRICING VALID FROM OCTOBER 1, 1997 - FEBRUARY 28, 1998 PRICE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Base Station Shelf BSS-E-2221-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power 2 x STM-1Trunk [***]
(BSS) BSS-E 2220-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power 2 x E3 Trunk [***]
- ---------------------------------------------------------------------------------------------------------------------------
Base Station BSC-E-2000-00 Control card, 2 channels, total
throughput [***]Mb/s, with CellMAC [***]
Controller (BSC) BSC-F-2000-00 Control card, 2 channels, total
throughput [***]/s, with CellMAC [***]
- ---------------------------------------------------------------------------------------------------------------------------
Base Station Modem BMU-E-2000-00 Modem Unit, Two port modem, 8Mb/s per port,
4QAM, ETS standards [***]
Unit (BMU) BMU-F-2000-00 Modem Unit, Two port modem, 10Mb/s per port,
4QAM, FCC standards [***]
- ---------------------------------------------------------------------------------------------------------------------------
Base Station Radio BRU-E-2601-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz,
90 degree sector, Band 1, integral antenna [***]
Unit (BRU) BRU-E-2611-01 Radio Unit, ETS 7 MHz Channelization, 26GHz,
45 degree sector, Band 1, integral antenna [***]
BRU-E-2603-01 Radio Unit, ETS 7 MHz Channelization, 26GHz, 90 degree sector,
Band 3, integral antenna [***]
BRU-E-2613-01 Radio Unit, ETS 7MHz Channelization, 26GHz, 45 degree sector,
Band 3, integral antenna [***]
BRU-F-2401-00 Radio Unit, FCC 10 MHz Channelization, 24GHz, 90 degree sector,
Band 1 (gain = 15dBi) [***]
BRU-F-2411-00 Radio Unit, FCC 10 MHz Channelization, 24GHz, 45 degree sector,
Band 1 (gain = 18dBi) [***]
- ---------------------------------------------------------------------------------------------------------------------------
Subscriber Access SAS-E-1001-01 Access System, 2 x E1 ports [***]
System (SAS) SAS-E-1002-01 Access System, 2 x E1 ports, 10BaseT port [***]
SAS-F-1001-00 Access System, 2 x T1 ports [***]
SAS-F-1002-00 Access System, 2 x T1 ports, 10BaseT port [***]
- ---------------------------------------------------------------------------------------------------------------------------
Subscriber Radio SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***]
Unit (SRU) SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 4, Integral Antenna [***]
SRU-F-2402-00 Radio Unit, FCC, 24GHz Band 2, Integral Antenna [***]
- ---------------------------------------------------------------------------------------------------------------------------
AirView Options NMS-A-2001-01 AirView NMS with Windows 95 Laptop [***]
NMS-A-2002-01 AirView NMS with Windows 95 Desktop [***]
NMS-A-2003-01 AirView NMS software - CD-ROM [***]
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
T1 FCC compliant product is currently available only at 24 GHz.
Pricing for the 24 GHz product is provided here - it should be used for
budgetary purposes only An FCC compliant T1 product operating at 38 GHz is
planned for mid-1998. Please consult Netro for specific pricing and
availability.
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
<PAGE> 25
Annex 5
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
MARKET
DESCRIPTION FIELD TRIAL PRICING - LIMITED DEPLOYMENTS REFERENCE
ITEM MODEL NO. PRICING EFFECTIVE FROM MARCH 1, 1998 PRICE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Base Station Shelf BSS-E-2221-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power 2 x STM-1 Trunk [***]
(BSS) BSS-E-2220-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power 2 x E3 Trunk [***]
- --------------------------------------------------------------------------------------------------------------------------
Base Station BSC-E-2000-01 Control card, 2 channels, total throughput [***]Mb/s,
with CellMAC, with redundant support [***]
Controller (BSC) BSC-F-2000-01 Control card, 2 channels, total throughput [***]Mb/s,
with CellMAC, with redundant support [***]
- --------------------------------------------------------------------------------------------------------------------------
Base Station BMU-E-2000-01 Modem Unit, Two Port modem, 8Mb/s per port, 4QAM, ETSI
standards, with redundant support [***]
Modern Unit (BMU) BMU-F-2000-01 Modem Unit, Two port modem, 10Mb/s per port, 4QAM, FCC
standards, with redundant support [***]
- --------------------------------------------------------------------------------------------------------------------------
Base Station Radio BRU-E-2601-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***]
Unit (BRU) BRU-E-2611-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector, Band 1,
integral antenna [***]
BRU-E-2603-01 Radio Unit, ETSI 7 MHz Channelization,
26GHz, 90 degree sector. Band 3, integral antenna [***]
BRU-E-2613-01 Radio Unit, ETSI 7 MHz Channelization,
26GHz, 45 degree sector, Band 3, integral antenna [***]
BRU-E-1001-01 Radio Unit, ETSI 7MHz Channelization,
10.5GHz, 90 degree sector, Band 1, integral antenna* [***]
BRU-E-1011-01 Radio Unit, ETS 7 MHz Channelization,
10.5GHz, 45 degree sector, Band 1, integral antenna* [***]
BRU-F-2401-01 Radio Unit, FCC 10 MHz Channelization, 24GHz, 90 degree
sector, Band 1, (gain = 15dBi) [***]
BRU-F-2411-01 Radio Unit, FCC 10 MHz Channelization, 24GHz,
45 degree sector, Band 1, (gain = 18dBi) [***]
- --------------------------------------------------------------------------------------------------------------------------
Relay Switching RSM-E-1001-01 Redundancy Switching Module - 2 RU height for Release 1 BSC/BMU [***]
Matrix (RSM)
- --------------------------------------------------------------------------------------------------------------------------
Subscriber Access SAS-E-1001-01 Access System, 2 x El ports [***]
System (SAS) SAS-E-1002-01 Access System, 2 x El ports, 10BaseT port [***]
SAS-F-1001-01 Access System, 2 x T1 ports [***]
SAS-F-1002-01 Access System, 2 x T1 ports, 10BaseT port [***]
- --------------------------------------------------------------------------------------------------------------------------
Subscriber Radio SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***]
Unit (SR U) SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 4, Integral Antenna [***]
SRU-E-1002-01 Radio Unit, ETSI, 10.5GHz Band 2, Integral Antenna [***]
SRU-F-2402-01 Radio Unit, FCC, 24GHz Band 2, Integral Antenna [***]
- --------------------------------------------------------------------------------------------------------------------------
AirView Options NMS-A-2001-01 AirView NMS with Windows 95 Laptop [***]
NMS-A-2002-01 AirView NMS with Windows 96 Desktop [***]
NMS-A-2003-01 AirView NMS software - CD-ROM [***]
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: *10.5 GHz equipment is not available before May 1, 1998 - check with Netro
for exact availability dates.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
MARKET
REFERENCE
SYSTEM LEVEL PRICING PRICE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
4 SECTOR BASE STATION - RELEASES 1
ETSI 26GHz, 16Mb/s Capacity Per Sector, Non Redundant [***]
ETSI 26GHz, 16Mb/s Capacity Per Sector, Redundant at Modem, Sector Controller, and Radio Unit Level [***]
SUBSCRIBER TERMINALS - RELEASE 1
ETSI 26 GHz 2 x E1 [***]
FCC 26 GHz, 2 x E1, 10BaseT [***]
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-2-
<PAGE> 26
ANNEX 6
TO SUPPLEMENT AGREEMENT NR. 01
TECHNICAL ASSISTANCE SERVICES
<TABLE>
<CAPTION>
SERVICE DESCRIPTION PRICE LIST
------- ----------- ----------
<S> <C> <C>
EMERGENCY ASSISTANCE
Problem resolution Assistance Assisting Italtel in the resolution of technical [***] per day
problems when on-site assistance is requested by
Italtel and Tier III assistance is needed.
Hotline and software fix support Tier III (Engineering level) support provided by [***] of product
telephone to Italtel during Netro's normal purchases
business hours. Italtel to provide Tier I & II
support to Italtel's customers. Software fixes
provided to Italtel as developed by Netro.
Netro maintains the current release of software
shipping plus one release prior. The support of
prior releases of software is on a "best efforts"
basis.
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 27
RESPONSIBILITIES:
<TABLE>
- ---------------------------------------------------------------------------------------------------------------
TIER # ORGANIZATION PROVIDING SUPPORT GENERAL DUTIES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TIER 1 End User Operations and/or Italtel Assist operations personnel.
Tier 1 Technical Support Provide product technical information to users.
Provide installation and configuration support to
users.
Perform first level diagnostic operations.
Gather technical problem data.
Remove and replace hardware.
Escalate to Tier 2 support.
- ---------------------------------------------------------------------------------------------------------------
TIER 2 Italtel Tier 2 Technical Support Be familiar with the technical environment
including integrated 3rd party products.
Confirm that a hardware or software failure has
occurred.
Recommend operational workarounds.
Utilize appropriate test equipment.
Analyze traces, gather specific failure data.
Have in-depth, specialized product knowledge.
Create complex failure environments.
Duplicate failure conditions in a lab
environment.
Recommend workarounds and probable failure
causes.
Assist Tier 3 support in characterizing and
duplicating failure events.
- ---------------------------------------------------------------------------------------------------------------
TIER 3 Italtel and/or Netro Support Have specific engineering level knowledge of
Netro's products.
Recommend and create hardware or software product
modifications.
Diagnose problems not identified by Tier 2
Support.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 28
ITALTEL - NETRO CORPORATION PROBLEM PRIORITY DEFINITIONS
PROBLEM PRIORITY DEFINITIONS:
Priority 1: An existing network or link is inoperable or there is a
situation that causes Critical impact to the Customer's
business operation. Italtel is providing Tier II support
and requests assistance from Netro. Italtel, Netro and the
customer will commit full-time resources to resolve the
situation. The situation may be resolved by a fix, a
workaround, an upgrade to the software, or an operational
change that allows the customer to gain operational
stability.
Priority 2: The operation of an existing network or link is severely
degraded, or significant aspects of the Customer's business
operation are being negatively impacted by unacceptable
hardware or software performance. The customer is able to
maintain operations but in a severely degraded manner.
Italtel is providing Tier II support to the customer and
requests assistance from Netro. Italtel, Netro and the
Customer will commit resources as deemed necessary to
resolve the situation. The situation may be resolved by a
fix, a workaround, an upgrade to the software, or an
operational change that allows the customer to gain
operational stability.
Priority 3: Operational performance of the network is impaired while
most business operations remain functional. Italtel, Netro
and the Customer are willing to commit resources during
Standard Business Hours to restore service to satisfactory
levels. The situation may be resolved by a fix, a
workaround, an upgrade to the software, or an operational
change that allows the customer to gain operational
stability.
Priority 4: Information or assistance is required on Netro product
capabilities, installation, or configuration. There is
clearly little or no impact to the Customer's business
operation. Netro and Customer are willing to provide
resources during Standard Business Hours to provide
information or assistance as requested. If a fix or
workaround is deemed necessary, it may be provided in a
later release of the software or the Customer may be
requested to upgrade to a higher level of software to
resolve the issue.
<PAGE> 29
AIRSTAR(TM) SPARES PRICE List
ANNEX 7
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
SPARES PRICING PRICE WITH PRICE WITH
MODEL NO. PRICING VALID FROM OCTOBER - FEBRUARY STANDARD LEAD TIME EXPEDITED SHIPMENT
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BSS-E-2221-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power, 2 x STM-1 Trunk [***] [***]
S-E-2220-00 Base Station Shelf, Redundant Control Card, Trunk Card,
and Power, 2 x E3 Trunk [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
BSC-E-2000-00 Control card, 2 Channels, total throughput [***]Mb/s, with CellMAC [***] [***]
BSC-F-2000-00 Control card, 2 channels, total throughput [***]Mb/s, with CellMAC [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
IMU-E-2000-00 Modem Unit, Two port modem, 8Mb/s per port, 4QAM, ETSI standards [***] [***]
IMU-F-2000-00 Modem Unit, Two port modem, 10Mb/s per port, 4QAM, FCC standards [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
BRU-E-2601-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2611-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2603-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2613-01 Radio unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-F-2401-01 Radio unit, FCC 10 MHz Channelization, 24GHz, 90 degree sector,
Band 1, (gain = 15dBi) [***] [***]
BRU-F-2411-01 Radio unit, FCC 10 MHz Channelization, 24GHz, 45 degree sector,
Band 1, (gain - 18dBi) [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
SAS-E-1001-01 Access System, 2 x E1 ports [***] [***]
SAS-E-1002-01 Access System, 2 x E1 ports, 10BaseT port [***] [***]
SAS-F-1001-00 Access System, 2 x T1 ports [***] [***]
SAS-F-1002-00 Access System, 2 x T1 ports, 10BaseT port [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***] [***]
SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***] [***]
SRU-F-2402-00 Radio Unit, FCC, 24GHz Band 2, Integral Antenna [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
NMS-A-2001-01 AirView NMS with Windows 95 Laptop [***] [***]
NMS-A-2002-01 AirView NMS with Windows 95 Desktop [***] [***]
NMS-A-2003-01 AirView NMS software - CD-ROM [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
EXPECTED SHIPMENT: `BEST EFFORT' SHIPMENT WITHIN 5 BUSINESS DAYS OF ORDER.
T1 FCC compliant product is currently available only at 24 GHz.
Pricing for the 24 GHz product is provided here it should be used for budgetary
purposes only An FCC compliant T1 product operating at 38 GHz is planned for
mid-1998. Please consult Netro for specific pricing and availability.
[***] CONFIDENTIAL TREATMENT REQUESTED
-1-
<PAGE> 30
AirStar(TM) Spares Price List
Annex 7
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
PRICE WITH PRICE WITH
SPARES PRICING - RELEASE 1 FEATURES - LARGE SCALE DEPLOYMENTS STANDARD LEAD EXPEDITED
MODEL NO. PRICING EFFECTIVE FROM MARCH 1, TIME SHIPMENT
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
B655 E 2221-00 Base Station Shelf, Redundant Control Card,
Trunk Card, and Power 2 x STM-1 Trunk [***] [***]
BSS E 2220-00 Base Station Shelf, Redundant Control Card,
Trunk Card, and Power 2 x E3 Trunk [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
BSC-E-2000-01 Control card, 2 channels, total throughput [***]Mb/s, with CellMAC [***] [***]
BSC-F-2000-01 Control card, 2 channels, total throughput [***]Mb/s, with CellMAC,
with redundant support [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
BMU-E'2000-01 Modem Unit, Two port modem, 8Mb/s per port, 4QAM, ETSI standards [***] [***]
BMU-F-2000-01 Modem Unit, Two port modem, 10Mb/s per port, 4QAM, FCC standards,
with redundant support [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
BRU-E-2601-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2611-01 Radio Unit, ETSI 7 MHz Channelization, 26GHz, 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-2603-01 Radio Unit, ETSI 7 MHz Channelization, 20GHz, 90 degree sector,
Band 3, integral antenna [***] [***]
BRU-E-2613-01 Radio Unit, ETSI 7 MHz Channelization, 20GHz, 45 degree sector,
Band 3, integral antenna [***] [***]
BRU-E-1001-01 Radio Unit, ETS MHz Channelization, 10.5GHz, 90 degree sector,
Band 1, integral antenna [***] [***]
BRU-E-1011-01 Radio Unit, ETSI MHz Channelization, 10.5GHz. 45 degree sector,
Band 1, integral antenna [***] [***]
BRU-F.2401-01 Radio Unit, FCC 10MHz Channelization, 24GHz, 90 degree sector,
Band 1 (gain = 15dBi) [***] [***]
BRU-F-2411-01 Radio Unit, FCC 10MHz Channelization, 24GHz, 45 degree sector,
Band 1 (gain = 18dBi) [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
RSM-E-l00101 Redundancy Switching Module - 2 RU height for Release 1 BSC/BMU [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
SAS-E-1001-01 Access System, 2 x E1 ports [***] [***]
SAS-E-1002.01 Access System, 2 x E1 ports, 10BaseT port [***] [***]
SAS-F-1001-01 Access System, 2 x T1 ports [***] [***]
SAS-F-1002-01 Access System, 2 x T1 ports, 10BaseT port [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
SRU-E-2602-01 Radio Unit, ETSI, 26GHz Band 2, Integral Antenna [***] [***]
SRU-E-2604-01 Radio Unit, ETSI, 26GHz Band 4, Integral Antenna [***] [***]
SRU-E-1002-01 Radio Unit, ETSI, 10.5GHz Band 2. Integral Antenna [***] [***]
SRU-F-2402-01 Radio Unit, FCC, 240Hz Band 2, Integral Antenna [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
NMS-A-2001-0l AirView NMS with Windows 95 Laptop [***] [***]
NMS-A-2002-01 AirView NMS with Windows 95 Desktop [***] [***]
NMS-A-2003-01 AirView NMS software - CD-ROM [***] [***]
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: 10.5GHz equipment is not available before May 1,1998 - check with Netro
for exact availability dates
EXPEDITED SHIPMENT: `BEST EFFORT' SHIPMENT WITHIN 5 BUSINESS DAYS OF ORDER.
-2-
<PAGE> 1
Exhibit 10.8.2
SUPPLEMENTAL AGREEMENT NR. 02
JOINT DEVELOPMENT AGREEMENT
PRODUCT: FEEDER PRODUCT
between
Netro Corporation
Santa Clara, CA, USA
and
Italtel s.p.a
Milano -- Italy
<PAGE> 2
This agreement is made
between
NETRO CORPORATION, a Californian corporation
(hereinafter referred to as "Netro")
and
Italtel s.p.a., an Italian corporation
(hereinafter referred to as "Italtel")
(Netro and Italtel are also hereinafter referred to jointly
as "the Parties" and separately as "Party")
WITNESSETH
WHEREAS as of today the Parties entered into a Frame Agreement which
sets forth the general terms and conditions ruling their cooperation with
respect to the Products as defined in Article 1.02. of the Frame Agreement; and
-2-
<PAGE> 3
WHEREAS, pursuant to Article 3.02. of the Frame Agreement, the Parties
undertake to jointly develop the Feeder Product as hereinafter defined; and
WHEREAS, the Parties hereby intend to better define the specific rules
governing their cooperation with respect to the above mentioned Feeder Product.
NOW, THEREFORE, the Parties agree as follows:
DEFINITIONS
Frame Agreement: means the Agreement entered into between
the Parties as of today ruling their
cooperation with respect to the
Products, as defined in Article 1.02. of
such Frame Agreement
Netro PMP Product: means the Netro point - to - multipoint
product AIRSTAR, as defined in SA. nr.
0l
Feeder Product: has the same meaning of that referred to
in Article 1.04. of the Frame Agreement
-3-
<PAGE> 4
Feeder Market: has the same meaning of that referred to
in Article 1.05. of the Frame Agreement
Existing Information: has the same meaning of that referred to
in Article 1.09 of the Frame Agreement
Joint Developed Information: means the information which is jointly
originated by the Parties during the
Joint Development Program
Reference Market Price: has the same meaning of that referred to
in Article 1.08. of the Frame Agreement.
1. SCOPE OF WORK.
1.01. The Parties shall jointly develop on a non exclusive basis the
Feeder Product for the Feeder Market, the characteristics and specifications of
which are described in Annex 1 hereto.
1.02. Since the Feeder Product shall be developed by adapting and using
as a basis the Netro PMP Product (AIRSTAR), in the event that third party's
software is used in the Netro PMP Product, Netro warrants to Italtel that such
third party's software is available on commercially
-4-
<PAGE> 5
reasonable terms and will not prejudice in any way Italtel rights under this
Supplemental Agreement.
Netro will provide access to the third party's software at the same
price and conditions obtained by Netro.
Netro further warrants that it owns or has rights to all intellectual
property necessary for the development and manufacture of AirStar and the Feeder
Product, free and clear of any adverse claims of any third party.
1.03. In order to integrate the Feeder Product with the Network
Management Systems used by Italtel, Italtel will develop and manufacture for its
own exclusive use the necessary Interface Cards.
2. JOINT DEVELOPMENT PROGRAM.
2.01. The Parties shall carry out and complete the development
activities under this Supplemental Agreement in accordance with the Joint
Development Program, as better defined in 2.03. below.
The first release of the Feeder Product is targeted for July 1998.
2.02. The above mentioned development activities of the Feeder Product
shall be carried out under the guidance of the Committee - Product subdivision,
with participation of both Parties' R&D personnel.
2.03. The detailed Joint Development Program (including planned
development efforts and activities, development time schedule, list of Italtel
and Netro information that may be
-5-
<PAGE> 6
useful or necessary for the carrying out of the activities, etc.) is hereto
attached under Annex 2.
From time to time the Joint Development Program will be updated to cover
product modifications, as required by the market, that will be authorised by the
Committee.
2.04. The Parties recognize that time to market is essential for the
success of the program; should the program suffer unexpected delays, the Parties
will promptly meet to identify remedies. Should the completion of the Joint
Development Program suffer - for reason not attributable to a Party - a delay
which is likely to prejudice the success of the Feeder Product in the market -
and should the Parties fail in good faith to identify appropriate remedies, then
either Party shall be entitled to withdraw from the Joint Development Programme
without incurring any liabilities towards the other Party.
3. CONTRIBUTION OF THE PARTIES.
The allocation of tasks, as defined by the Committee Product Subdivision
and approved by the Parties pursuant to Article 5.02.(a) of the Frame Agreement,
is that specified in Annex 2 hereto attached.
Each Party will bear the expenses associated with its own tasks.
-6-
<PAGE> 7
4. OWNERSHIP AND EXPLOITATION.
4.01. Each Party shall retain the ownership of its Existing Information.
Each Party shall license to the other Party the necessary information to enable
it to manufacture, modify and sell (under trade marks and logos of its own
choice) the Feeder Product within the Feeder Market; this will include the right
to have a third party manufacture the Feeder Product, provided that
manufacturing by anyone other than an Affiliate of Italtel will require the
consent of Netro in the Committee, which consent will not be unreasonably
withheld.
The above mentioned licence shall be personal, irrevocable -- except if
terminated due to the licensed Party under Article 13.02 (a) or (b) of the Frame
Agreement-- non-transferrable, non-exclusive. Rights of each Party with respect
to Existing Information of the other Party after termination/expirat are
specified in Article 13.04 of the Frame Agreement.
4.02. Netro and Italtel shall jointly and severally own the Joint
Developed Information, if any.
The right to use the Joint Developed Information outside the Feeder
Product by either Party must be approved by the Committee on a case by case
basis.
4.03. Italtel agrees not to exploit its manufacturing rights of the
Feeder Product until reaching a cumulative amount of [***] of Products
purchased from Netro,
[***] CONFIDENTIAL TREATMENT REQUESTED
-7-
<PAGE> 8
unless Netro fails to deliver to Italtel the Feeder Products according to the
mutually agreed plan.
5. SUPPLIES BY NETRO TO ITALTEL.
5.01. During the period established in Article 4.03. above, Netro
undertakes to supply the Feeder Product to Italtel according to the sales plan
mentioned in Article 6 hereto and upon the same terms and conditions established
in SA nr. 01 between the Parties.
5.02. After reaching [***] purchase level mentioned in Art.
4.03. Italtel is free to exploit its manufacturing rights hereunder, but will
continue to purchase from Netro the following percentages of its requirements of
the Feeder Product:
<TABLE>
<S> <C>
Next 12 months [***]
Second 12 months [***]
Third 12 months and thereafter [***]
</TABLE>
unless Netro fails to deliver the Feeder Products according to the sales plan
and upon the same terms and conditions established in SA nr. 01 between the
Parties.
In addition, Netro will continue to sell its proprietary components to
Italtel (such as ASICS) at reasonable and fair terms to be agreed by the
Parties.
5.03. On the Reference Market Price, as defined by the Committee,
applicable to the supplies of the Feeder Product
[***] CONFIDENTIAL TREATMENT REQUESTED
-8-
<PAGE> 9
from Netro to Italtel, Netro will grant the following discounts:
<TABLE>
<CAPTION>
ANNUAL VOLUME/CALENDAR YEAR DISCOUNT
- ---------------------------------------------------------------
<S> <C>
$ [***] (LEVEL 1) [***]%
$ [***] (LEVEL 2) [***]%
$ [***](LEVEL 3) [***]%
</TABLE>
5.04. The above quantity discount matrix is based on, and applicable to,
the total volume of Feeder Products sold by Netro to Italtel and/or its
Affiliates in a certain calendar year.
The initial discount for each calendar year will be that of level 2.
The Parties shall review the sales volume and forecast quarterly, and if
they show a clear trend towards different levels, the Parties shall meet to
finalize a compensation procedure to achieve the correct discount level on the
total sales volume of that specific calendar year.
As an exception to the above for the initial deliveries (1998), the
starting level will be level 1.
6. SALES PLAN.
6.01. Italtel shall define a sales plan of the Feeder Product sales
through the year 2000 divided in 6 months periods.
The initial version is attached hereto under Annex 3.
[***] CONFIDENTIAL TREATMENT REQUESTED
-9-
<PAGE> 10
7. PRODUCT NAME.
Each Party shall be free to use any tradenames or logos - at its own choice -
with respect to the Product.
8. TERMINATION This Agreement shall terminate in accordance with Article 13
of the Frame Agreement, and may be terminated by either Party in the event of a
material breach by the other Party that is not cured within 60 days.
9. MISCELLANEOUS.
A. Counterparts: This Supplemental Agreement shall be executed in two
counterparts, each of which will be deemed an original and both of which, taken
together, shall constitute the same document.
B. ISO-9000: Seller will promptly inform Buyer in the event Seller is no
longer certified under ISO-9000 standards.
<TABLE>
<CAPTION>
NETRO CORPORATION ITALTEL s.p.a.
- --------------------------------------------------------------------------
<S> <C>
/s/ Gideon Ben-Efraim /s/ Italtel, s.p.a.
Date 11/19/97 Date Nov. 28, 1997
Place Munich Place Milano
</TABLE>
-10-
<PAGE> 11
SUPPLEMENTAL AGREEMENT NR. 02.
LIST OF ANNEXES
ANNEX 1 FEEDER PRODUCT CHARATERISTIC AND SPECIFICATION
ANNEX 2 JOINT DEVELOPMENT PROGRAM AND TASKS
ALLOCATION
ANNEX 3 INITIAL SALES PLAN
-11-
<PAGE> 12
[LOGOS]
AIRSTAR
PMP FEEDER PRODUCT SPECIFICATIONS
Issue: 0.5 (Draft)
Date: Nov 21-1997
Document Number:
File: Feeder 0-5.doc
1-1
<PAGE> 13
Table of Contents
<TABLE>
<S> <C>
1.0 INTRODUCTION
1.1 Cover Sheet....................................................................1-1
1.2 Scope and Purpose..............................................................1-2
1.3 Publication History............................................................1-2
1.4 List of Illustrations..........................................................1-3
1.5 Tables.........................................................................1-4
1.6 Glossary.......................................................................1-5
2. BACKGROUND 2-7
2.1 The Building Blocks of a Wireless Mobile System................................2-7
2.2 AirStar vs. Feeder Network terminology.........................................2-8
3. SYSTEM SPECIFICATIONS ........................................................3-9
3.1 Traffic Transport Definition...................................................3-9
3.2 Total Capacity.................................................................3-9
3.3 Radio Performance.............................................................3-10
3.4 Terminal Station..............................................................3-13
3.5 Central Station...............................................................3-14
3.6 Central Station Release 1.....................................................3-15
3.7 Central Station Release 2.....................................................3-16
3.8 Building Blocks...............................................................3-17
3.8.1 CSC.................................................................3-17
3.8.2 SIC.................................................................3-18
3.9 Environmental.................................................................3-19
3.10 NMS..........................................................................3-19
3.11 Evolution....................................................................3-19
4. OPEN ISSUES .................................................................4-21
1.4 LIST OF ILLUSTRATIONS
FIGURE 2-1: FEEDER NETWORK BUILDING BLOCKS........................................2-8
FIGURE 3-1: CENTRAL STATION RELEASE 1 - REDUNDANT CONFIGURATION..................3-16
FIGURE 3-2: CENTRAL STATION RELEASE 2 - REDUNDANT CONFIGURATION..................3-17
FIGURE 3-3: CSC BLOCK DIAGRAM....................................................3-18
FIGURE 3-4: TERMINAL STATION DIGITAL CARD (SIC)..................................3-19
</TABLE>
1-3
<PAGE> 14
1.5 TABLES
<TABLE>
<S> <C>
TABLE 2-I: AIRSTAR AND FEEDER PRODUCT TERMINOLOGY.................................2-8
TABLE 3-1: TRAFFIC TRANSPORT FUNCTIONS............................................3-9
TABLE 3-2: TRAFFIC CAPACITY OPTIONS...............................................3-9
TABLE 3-3: RADIO SPECIFICATIONS (26 GHZ).........................................3-10
TABLE 3-4: RADIO SPECIFICATIONS (10 GHZ).........................................3-12
TABLE 3-5: TERMINAL STATION......................................................3-14
</TABLE>
1-4
<PAGE> 15
1.2 SCOPE AND PURPOSE
This document specifies a point to multipoint radio product for
micro-cellular feeder applications, such as GSM. This product is based on the
AirStar technology developed at Netro. The building blocks of AirStar are
modified to provide a compact and cost effective solution for the Cellular
Feeder application.
1.3 PUBLICATION HISTORY
<TABLE>
<CAPTION>
Issue Date Main changes
- ----- ---- ------------
<S> <C> <C>
0.1 9-14-97 First issue (draft)
0.2 9-15-97 Modified Draft
0.3 9-16-97 Modified Draft
0.4 10-08-97 Modified Draft
0.5 11-21-97 Added T1 to every El statement.
Changed CMU [***] [***]
Changed CNU t o 2-channel, and added CTU for El interfaces at
the Central Station, thus [***] does not include [***]
Added table for 10.5 GHz frequency band.
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
1-2
<PAGE> 16
1.6 GLOSSARY
Note: Netro-specific terms use BOLD ITALIC characters. Netro AirStar
terminology not used here is listed in (PARENTHESIS)
ASC Axis Shelf Controller (A Cisco Card)
ATM Asynchronous Transfer Mode
BMU Base Modem Unit, a CSS plug-in card
(BRU) Base Radio Unit (referred below as CRU)
(BSC) (Netro) Base Station Controller (referred below as
CSC)
BSC (Cellular) Base Station Controller
CELLMAC Netro MAC protocol for exchange of ATM cells
between
CMU Central Modem Unit (also called at Netro BMU).
CRU Central Radio Unit (also called at Netro BRU)
CSC Central Station Controller (also called at Netro
BSC)
CS Central Station
CSS Central Station Shelf
El European digital line interface at 2.048 Mbps.
E3 European digital line interface at 34.368 Mbps.
ID Identification
IP Internet Protocol
LAN Local Area Network
LIU Line Interface Unit
MAC Media Access Control
Mbps Mega bits per second
MSU Multi-SIC-Unit converting to E1 or Tl (a double
SIC card interface)
MTBF Mean Time Between Failures
MTTR Mean Time To Repair
NMS Network Management System
RU Radio Unit
SAS Subscriber Access System (AirStar)
SIC Subscriber interface Card (inside SAS for Access
product)
SRU Subscriber Radio unit (AirStar)
ST Subscriber Terminal (AirStar)
STI Subscriber Terminal Identifier
TBD To be defined (later).
1-5
<PAGE> 17
TS Terminal Station (Equivalent to an ST but an
integral unit for the Feeder Application)
1-6
<PAGE> 18
2 BACKGROUND
2.1 THE BUILDING BLOCKS OF A WIRELESS MOBILE SYSTEM
A Mobile Feeder Network is a point to multipoint (PNP) microwave network
that interconnects digital traffic of mobile base stations to a mobile
base station controller.
The network main building blocks are depicted in Figure 2-1. A group of
mobile base stations serves GSM mobile telephones. The traffic is fed
via E1/T1 line to a Terminal Station (TS) which is realized as an
integral ODU equivalent to AirStar SAS+RU. Other TSs are located next to
other mobile base stations in the same geographical area served by a
central station sector antenna attached to a CRU (similar or identical
to AirStar BRU). One or more CRUs are attached by a coax to a Central
Station Shelf (CSS), the equivalent of an AirStar BSS).
The mobile traffic is delivered from the CSS to a mobile Base Station
Controller (not to be confused with the AirStar BSC) that is connected
to the Mobile Switching Center and the PSTN.
The CSS is a rack-mounted system consisting of a Central Sector
Controller (identical to AirStar BSC), and a Central Modem Unit (CMU),
which is similar to AirStar BMU, but includes also E1/T1 ports.
2-7
<PAGE> 19
[GRAPHIC]
FIGURE 2-1: FEEDER NETWORK BUILDING BLOCKS
2.2 AIRSTAR VS. FEEDER NETWORK TERMINOLOGY
Unfortunately, the term "Base Station" has different meanings in a mobile
network context and the AirStar system. To retain the mobile terminology, the
feeder network components are renamed, even if they are identical, as shown in
Table 2-1.
<TABLE>
<S> <C> <C>
AirStar Feeder Network Equivalence
Base Station Shelf (BSS) Central Station Shelf (CSS) Similar
Base Station Controller (BSC) Central Station Controller (CSC)Same
Base Modem Unit (BMU) Central Modem Unit (CMU) Similar
Base Radio Unit (BRU) Central Radio Unit (CRU) Same
Subscriber Terminal (ST) Terminal Station (TS) Similar (TS is integral)
</TABLE>
TABLE 2-1: AIRSTAR AND FEEDER PRODUCT TERMINOLOGY
2-8
<PAGE> 20
3. SYSTEM SPECIFICATIONS
3.1 TRAFFIC TRANSPORT DEFINITION
Each Mobile Base Station may require n = 2 to 31 64 kbit/s (DS0) channels. In a
GSM application, each channel consists of 4 x l6 kbit/s sub-channels, one of
which may be a "D" channel. The Feeder transports the nxDS0 channels
transparently, regardless of signaling content. Base Stations i and j may have
ni and nj channels, respectively, and in general, ni needs not be equal to nj.
The n channels are provided at the mobile base station as fractional E1/T1. Only
n out of the full line capacity is forwarded to the mobile BSC. The air
interface will transmit only the n provisioned channels but these provisioned
channels are always transmitted, whether active or not. The n channels need not
be contiguous. The n-channels are full duplex. These channels are delivered as
E1/T1 interfaces at the CSS to BSC interface, such that each E1/T1 line is an
aggregate of multiple base stations traffic. The mapping of DS0 channels is such
that all channels from one BS terminate in the same E1/T1.
The bandwidth provisioning is semi permanent. A change requires human
intervention via NMS and is considered to be an non-frequent event. A change in
capacity will interrupt the service for that particular mobile base station.
These specifications are summarized below.
<TABLE>
<S> <C>
Mobile Base Station Interface Single T1 or El (fractional)
# of DS0 transported 2 - 31
Bandwidth Allocation Provisioned via NMS
Minimum Capacity (7 MHz carrier, ETSI 4XE1 carrying up to 124 DS0 channels
application and 10 MHz FCC application)) 6xTl with 144 DS0 channels.
E1/T1 protection (at TS only) Lightning Protection
</TABLE>
TABLE 3-1: TRAFFIC TRANSPORT FUNCTIONS
3.2 TOTAL CAPACITY
The capacity per sector has one of the following options (subject to several
release phases):
<TABLE>
<S> <C>
Total BSC Interfaces Modulation Scheme
4xE1/6xT1 4-QAM
8xE1/ l2xT1 4-QAM
8xE1/ l2xT1 16-QAM
l6xE1/24xT1 4-QAM
l6xE1/24xT1 16-QAM
</TABLE>
TABLE 3-2: TRAFFIC CAPACITY OPTIONS
3-9
<PAGE> 21
3.3 RADIO PERFORMANCE
TABLE 3-3: RADIO SPECIFICATIONS (26 GHZ)
RANG. AND 5 KILOMETER RADIUS
AVAILABILITY (TYP) 99.995% AVAILABILITY (CCIR climatic Zone E, Northern
Europe)
RADIO UNIT AND ANTENNAS Base Station: The Base Station Radio is comprised of a
number of sectorized Radio Unit Arrays. Each sector
contains one or more Base Station Radio Unite (BRUs),
allowing modular capacity build-up and redundant
configuration of both radio and antennae. A choice of
high performance lens corrected horn antennae are
available with a -3~ beamwidth, as shown:
<TABLE>
<CAPTION>
Horizontal Vertical # of Sectors
Beamwidth Beamwidth Gain Per Cell
--------- --------- ---- ------------
<S> <C> <C> <C> <C>
30~ 7~ 20 dBi 1 to 12
45~ 7~ 18 dBi 1 to 8
90~ 7~ 15 dBi 1 to 4
180~ 7~ 9 dBi 1 to 2
</TABLE>
TERMINAL STATION TERMINAL: The subscriber radio unit is
comprised of an integral 105 mm diameter antenna.
Optional standard parabolic antennae may be used to
increase system range.
~ Integral:: High performance lens corrected horn, 28 dB
gain
~ Non-integral: 0.3 m at 35 dBi or 0.6 m at 41dBi
FREQUENCY RANGE DIGITALLY SYNTHESIZED, SOFTWARE CONTROLLED
~ 24.5 to 26.5 GHz
~ T/R Spacing = 1008 MHz
CHANNEL BANDWIDTH 7 MHz, optional 14 MHz and 28 MHz
MODULATION FORMAT CENTRAL STATION TO TERMINAL STATION: 4 QAM or 16 QAM,
TDM
TERMINAL STATION TO CENTRAL STATION: 4 QAM or 16 QAM,
TDMA
<TABLE>
<CAPTION>
TRANSMIT POWER 4QAM 16QAM
<S> <C> <C> <C>
CENTRAL STATION (TYP) [***] dBm (+2/-1 dB) [***] dBm (+2/-1 dB)
TERMINAL STATION (TYP) [***] dBm (+2/-1 dB) [***] dBm (+2/-1dB)
ATPC (AUTOMATIC TRANSMIT POWER CONTROL RANGE): 50 dB
RECEIVER RECEIVER SENSITIVITY:(BER=[***]) 4 QAM 16 QAM
Central Station: [***] dBm at 8 Mb/s [***] dBm at 16 Mb/s
Terminal Station: [***] dBm at 8 Mb/s [***] dBm at 16 Mb/s
RECEIVER SENSITIVITY: (BER=[***]) 4 QAM 16 QAM
Central Station: [***] dBm at 8 Mb/s [***] dBm at 16 Mb/s
Terminal Station [***] dBm at 8 Mb/s [***] dBm at 16 Mb/s
</TABLE>
AIR INTERFACE Netro's CellMACTM protocol for wireless ATM, with
centralized traffic scheduling based on Netro's virtual
framer for ATM CBR traffic and virtual shaper for ATM
VBR traffic
SYSTEM CAPACITY CAPACITY PER SUBSCRIBER (7 MHz, full duplex, channel):
~ 4 QAM: 64 Kb/s to 8 Mb/s
~ 16 QAM: 64 Kb/s to 16 Mb/s
[***] CONFIDENTIAL TREATMENT REQUESTED
3-10
<PAGE> 22
<TABLE>
<S> <C> <C>
INTERFACE TERMINAL STATIONS: CENTRAL STATIONS:
SPECIFICATIONS ~ E1/T1 and Fractional E1/T1 ~ E1/T1 and Fractional E1/T1
~ ISDN PRI ~ ISDN PRI
</TABLE>
NETWORK MANAGEMENT Integral SNMP, for industry compatibility
Downloadable software, local and remote
Windows NT based
Performance measurement:: per G.821, G.826, and ITU-R
Rec 697-1
STANDARDS AND SYSTEM: ETSI prETS 300 431, BAPT 211 ZV, MPT 1420, prETS
REGULATORY TM4. ITU-R, RecF.749, x.731
COMPLIANCE EMC: CE Mark, CISPR 22, EN55022, EN50082-1 and 2, ETS
300 339 and 385 Traffic interface: ITU-T G.703, G.704,
G.775, G 823, I.431,CTR 12, TBR 13, IEEE 802.3
Mechanical and safety: IS09001, FQAA. CE Mark, EN 60950,
EN 41003, IEC 950 Environmental: ETS 300 019
ENVIRONMENTAL OPERATING TEMPERATURE, CENTRAL STATION
~ Indoor unit: 0~ C to +40~ C
~ Outdoor unit: -33~ C to +55~ C
OPERATING TEMPERATURE, TERMINAL STATION
~ Outdoor unit: -33~ C to +55~ C
RELATIVE HUMIDITY (INDOOR): 5-95%, NON-CONDENSING
ALTITUDE (SYSTEM): 0-4500 m
WIND LOADING: Operational: 145 km/hr; Survival: 200
km/hr
POWER INPUT VOLTAGE:
~ Terminal Station: -48 VDC/-24 VDC or 220 VAC, 50 Hz
~ Central station: -48 VDC/-24 VDC
Power consumption (typ):
~ Central station: 400 W
~ Terminal Station: 35 W
REDUNDANCY 1:1
<TABLE>
<CAPTION>
MECHANICAL DIMENSIONS: HxWxD Weight
TERMINAL STATIONS: TBD 10 kg
CENTRAL STATION UNIT:
<S> <C> <C>
~ Indoor unit (BSS, incl. cooling) 44.4 cm x 48.3 cm x 50.8 cm 21.5 kg
~ Outdoor unit (BRU): 10 cm x 15 cm x 39 cm 6.0 kg
~
</TABLE>
3-11
<PAGE> 23
TABLE 3-4: RADIO SPECIFICATIONS (10 GHZ)
RANGE AND 15 KILOMETER RADIUS
AVAILABILITY (TYP) 99.995% AVAILABILITY (CCIR CLIMATIC ZONE E, NORTHERN
EUROPE)
RADIO UNIT AND
ANTENNAS CENTRAL STATION: The Central Station Radio is comprised
of a number of sectorized Radio Unit Arrays. Each sector
contains one or more Central Station Radio Unite (CRUs),
allowing modular capacity build-up and redundant
configuration of both radio and antennae. A choice of
high performance lens corrected horn antennae are
available with a -3~ beamwidth, as shown:
<TABLE>
<CAPTION>
Azimuth Elevation # of Sectors
Beamwidth Beamwidth Gain Per Cell
--------- --------- ---- --------
<S> <C> <C> <C> <C>
30~ 7~ 20 dBi 1 to 12
45~ 7~ 18 dBi 1 to 8
90~ 7~ 15 dBi 1 to 4
180~ 7~ 9 dBi 1 to 2
</TABLE>
TERMINAL STATION: The subscriber radio unit is comprised
of an integral planar antenna with 26 dB gain.
FREQUENCY RANGE DIGITALLY SYNTHESIZED, SOFTWARE CONTROLLED
~ 10.15 to 10.65 GHz
~ T/R Spacing = 350 MHz
CHANNEL BANDWIDTH 7 MHz step size
MODULATION FORMAT CENTRAL STATION TO TERMINAL STATION: 4 QAM or 16 QAM,
TDM
TERMINAL STATION TO CENTRAL STATION: 4 QAM or 16 QAM,
TDMA
<TABLE>
<S> <C> <C>
TRANSMIT POWER (TYP) 4 QAM 16 QAM
CENTRAL STATION [***] dBm [***] dBm
TERMINAL STATION [***] dBm [***] dBm
ATPC (AUTOMATIC TRANSMIT POWER CONTROL RANGE): [***] dB
RECEIVER RECEIVER SENSITIVITY: (BER=[***]) 4 QAM 16 QAM
Central Station: [***] dBm at 8 Mb/s [***] dBm at 16 Mb/s
Terminal Station: [***] dBm at 8 Mb/s [***] dBm dBm at 16 Mb/s
</TABLE>
AIR INTERFACE Netro's CellMACTM protocol for wireless ATM, with
centralized traffic scheduling based on Netro's virtual
framer for ATM CBR traffic and virtual shaper for ATM
VBR traffic
SYSTEM CAPACITY CAPACITY PER SUBSCRIBER (7 MHz, full duplex, channel):
~ 4 QAM: 64 Kb/s to 8 Mb/s
~ 16 QAM: 64 Kb/s to 16 Mb/s
INTERFACE TERMINAL STATIONS: Central Stations:
SPECIFICATIONS ~ E1 and Fractional E1 ~ E1 and Fractional E1
~ ISDN PRI ~ ISDN PRI
NETWORK MANAGEMENT Integral SNMP, for industry compatibility
Downloadable software, local and remote
Windows NT based
Performance measurement:: per G.821, G.826, and ITU-R
Rec 697-1
STANDARDS AND SYSTEM: ETSI prETS 300 431. BAPT 211 ZV, MPT 1420, prETS
REGULATORY TM4. ITU-R. RecF.749, x. 731
EMC: CE Mark. CISPR 22, EN55022, EN50082-l and 2, ETS
300 339 and 385
[***] Confidential Treatment Requested
3-12
<PAGE> 24
COMPLIANCE TRAFFIC INTERFACE: ITU-T G.703, G.704, G.775, G 823,
l.431, CTR 12, TBR 13, IEEE 802.3 MECHANICAL AND SAFETY:
1S09001, FQAA, CE Mark, EN 60950, EN 41003. IEC 950
ENVIRONMENTAL: ETX 300 019
ENVIRONMENTAL OPERATING TEMPERATURE, CENTRAL STATION
~ Indoor unit: 0~ C to +40~ C
~ Outdoor unit: -33~ C to +55~ C
OPERATING TEMPERATURE, TERMINAL STATION
~ Outdoor unit: -33~ C to +55~ C
RELATIVE HUMIDITY (INDOOR): 5-95%, non-condensing
ALTITUDE (SYSTEM): 0-4500 m
WIND LOADING: Operational: 145 km/hr; Survival: 200
km/hr
POWER INPUT VOLTAGE:
~ Terminal Station: -48 VDC/-24 VDC or 220 VAC, 50 Hz
~ Central station: -48 VDC/-24 VDC
POWER CONSUMPTION (TYP):
~ Central station: 400 W
~ Terminal Station: 35 W
REDUNDANCY 1:1
<TABLE>
<CAPTION>
MECHANICAL DIMENSIONS: HxWxD Weight
- ---------- ----------- ----- ------
<S> <C> <C>
TERMINAL STATIONS: TBD 10 kg
CENTRAL STATION UNIT:
~ Indoor unit (BSS, incl. cooling) 44.4 cm x 48.3 cm x 50.8 cm 21.5 kg
~ Outdoor unit (BRU): 10 cm x 15 cm x 39 cm 6.0 kg
</TABLE>
SAS TO SRU CONNECTION: LMR240, 0-100 m; LMR400, 0-300 m
3.4 TERMINAL STATION
The TS is an outdoor unit including the radio section and El/T1 interface. It is
equivalent to a single box containing the AirStar SRU and SAS, however only one
El/T1 is required as an interface. The El/T1 is lightning protected.
The TS includes the functions of the SAS digital card (Subscriber Interface
Card), excluding unneeded stuff options, but the card is modified to the outdoor
temperature range. It is TBD whether the SIC card will be used as-is or it will
be redesigned for a new form-factor.
The TS includes also the SAS modem card, which is de-stuffed for unneeded
functions, such as the coax multiplexer and telemetry (radio control) modem.
The rest of the TS is the SRU function, which includes most of the AirStar
modules unchanged. Two modules that can be slightly depopulated are the Radio
Unit Controller (RUC) and If module.
The TS will have an integral Lens-horn antenna compliant with ETSI for the 26
band, and an optional 390 mm parabolic-reflector antenna, that may use a
different TS enclosure than the lens-horn. For 10.5 GHz bands an ETSI-compliant
flat antenna will be used.
3-13
<PAGE> 25
The polarization can be either vertical or horizontal. A field setting of
polarization is desired, but a factory setting is acceptable. The current
elongated shape of the SRU is desired to be maintained with the TS, although it
may be enlarged to accommodate the extra hardware.
No local craft interface is required, however the design will allow optional
RS-232 port. This port will be used for trouble shooting purpose, not for
configuration and not on a permanent basis.
The TS will have optional 1:1 protection switching option including switching of
the El/T1 port.
<TABLE>
<CAPTION>
Mobile Base Station Interface: Single El/T1 (T1)
- ------------------------------ -----------------
<S> <C>
Antenna: 125 mm lens-Horn. 390 mm parabolic option.
Flat antenna for 10.5 GHz band, dimension
of~200mmx200mm..
Frequency bands: 26 GHz, 10.5 GHz (two separate products)
Polarization: Vertical, Horizontal
Polarization Setting Factory or orientation (TBD)
TS mounting option for 10.5 GHZ band.
Local Port RS-232, for temporary connection only
Redundancy: 1:1, El/T1 lines switched externally (likely
in battery switch unit)
Battery Backup: External, 30 minutes minimum.
Feeder Cable Shielded 2 x Twisted Pair + Power pair (TBD)
</TABLE>
TABLE 3-5: TERMINAL STATION
A backup control unit will be developed to provide both battery backup and E1/T1
switching for the mobile base station.
3.5 CENTRAL STATION
The Central Station is located normally next to a mobile BSC. It provides access
at increments of 4xE1/T1. The main building blocks are;
Central Station Shelf (CSS) consisting of a card cage (identical to a Cisco Axis
Shelf), and including AC or DC redundant power supplies and fan-cooling shelves.
This card cage can host the CSC (identical to AirStar BSC) card.
The first generation CSC card has two channels, each supporting 4xE1/T1 payload.
The CSC uses one channel for communication with a modem unit (CMU) that is
attached to a CRU (identical to a BRU). The other channel in the CSC is
connected to a second port in the CMU. This port is converted to four local
El/T1 interfaces by a card identical to an existing SIC Card, via a digital
adapter ("Null Modem").
The CSC must redirect the wireless traffic to the local E1/T1 ports at the SIC
card. This is done by the ATM switching function of the CSC.
A local l0BaseT port is used for local craft and NMS access.
The CSC-CMU-CRU group is subject to 1:1 redundancy, and they can be switched
with the El/T1 lines. The El/T1 lines switching is TBD.
3-14
<PAGE> 26
The CMU is a rack mounted box. A future product release will allow to plug the
CMU directly to the CSS.
A co-located TMN adapter converts the l0BaseT SNMP traffic to CMIZE/Q3 traffic.
3.6 CENTRAL STATION RELEASE 1
The configuration of release 1 is depicted in Figure 3-1. It consists of the
following components:
A Cisco Axis Shelf (same as AirStar Access application, but used mostly as a
card cage),
Cisco ASC cards. The ASC card provides mass storage, synchronization and NMS
access. The ASC card will not be required in future releases that do not use the
Axis shelf.
A CSC card, Axis plug-in module, identical to the AirStar Access product, with 2
channels, each 8 Mbit/sec capacity. The CSC is further discussed below.
A CTU (Central terminal Unit), a rack mounted module for converting two BSC
channels to 8 El lines. The CTU is similar in function to two SAS units in the
Access product.
A CMU - a rack-mounted [***] including [***]-channel RF modem. In release 1
[***] channel is in use per CCS card, however the other channel is available
foe a [***] BSC or for the future [***] CSC.
The CRU is the same 26 GHz product as the BRU in the Access project. It uses a
90~ antenna to cover a sector or a corner of a square cell.
Each CSC has a 10 Base T port for NMS access. Future releases will convert these
ports by extra hardware and software to a TMN interface.
A RS232 interface runs through the ch-2 port of the CSC to the CMU and from the
CSC to the CTU, thus the two CSC cards can communicate both via the 10 Base T
and they have control of the CMU and CRU for redundancy switching.
[***] CONFIDENTIAL TREATMENT REQUESTED
3-15
<PAGE> 27
[GRAPHIC]
FIGURE 3-1: CENTRAL STATION RELEASE 1 - REDUNDANT CONFIGURATION
The building blocks are further discussed below.
3.7 CENTRAL STATION RELEASE 2
3-16
<PAGE> 28
[GRAPHIC]
FIGURE 3-2: CENTRAL STATION RELEASE 2 - REDUNDANT CONFIGURATION
The main differences in release 2:
The CSC is replaced by an identical function that does not require an Axis shelf
and an ASC card. The new unit is rack mounted, has [***]) and is called BUNI
(for Base-User Network Interface). The BUNI also includes a port for fast
redundancy switch using the direct port.
Subsequent BUNI and CMU releases will also support 16 QAM.
3.8 BUILDING BLOCKS
3.8.1 CSC
[***] CONFIDENTIAL TREATMENT REQUESTED
3-17
<PAGE> 29
[GRAPHIC]
FIGURE 3-3: CSC BLOCK DIAGRAM
The CSC includes some functions that are not necessary for the feeder
application. Over time, these functions will be de-stuffed for cost reduction.
The main elements are:
CellMAC Controller for controlling the MAC air interface (including framing,
FEC, timing).
Request Grant Processor for coordinating the air interface activities.
ATM Cross connect for switching local traffic and user traffic.
A CPU, PCI interface and l0Base T interfaces.
3.8.2 SIC
3-18
<PAGE> 30
[GRAPHIC]
FIGURE 3-4 TERMINAL STATION DIGITAL CARD (SIC)
While there will be several versions of the SIC card, the above \block diagram
depicts the typical implementation.
CellMAC ASIC controls the MAC layer, scrambling, REC and ATM conversion (AAL1
and AAL5).
A CPU control the system, running the VX-Works operating system, local
configuration, MAC management and the SNPM agent.
Four E1/T1 or T1 (stuff options) provide the line interfaces.
Two serial ports provide a test port and a telemetry port controlling the radio.
The modem interface includes data/clock lines and a control bus.
3.9 ENVIRONMENTAL
See Table 3-3.
3.10 NMS
See Table 3-3. Italtel will provide a QAD board for NMS integration. Integration
[***] must be considered for cost reduction.
3.11 EVOLUTION
The product will evolve in capacity, national standards, and frequency bands.
[***] CONFIDENTIAL TREATMENT REQUESTED
3-19
<PAGE> 31
The evolutionary steps are:
The CSC release 1 is 2 channel 4-QAM for 7 MHz (ETSI) and 10 MHz (FCC) channel
spacing. Release 2 is 4 channel, 16 QAM 7 MHz (ETSI) and 10 MHz (FCC). The CSC
is changed to a rack mounted BUNI.
the CRU and TS release 1 are 26 GHz band. Future release is for 10.5 GHz channel
and US bands (TBD).
The CMU is a [***], [***], [***] QAM. It will evolve to a Dual [***] QAM modem
BMU card, and a SMU card (dual [***]) in release 2.
[***] CONFIDENTIAL TREATMENT REQUESTED
3-20
<PAGE> 32
SANR2 - ANNEX 2
NETRO/ITALTEL WORK SPLIT
1. Italtel is prime on NMS integration, with Netro providing technical
support, HW and SW specifications, in order to integrate the interface cards in
the system.
2. Netro is prime on SS/SRU and BMU/SAS specified modifications and
integration with Italtel providing technical support.
3. Italtel is prime on all external additional hardware related to power
and any functionality required to provide redundancy. Netro will provide
technical support.
NOTES:
1. Both companies will cooperate on product specifications
2. Netro will develop product documentation
3. Both companies will cooperate on system integration and
qualification/test activities
<PAGE> 33
4. OPEN ISSUES
1. Hot Standby Switch time of <50 ms may not be feasible. However release 2
will incorporate switch-over mechanism with average switch time <50 ms.
2. LCT at the TS, is it needed? Probably for prototype products only.
3. Are AIS and LOS and loss of frame sufficient indications of E1/T1 switch
over at the TS? Probably yes.
4. Redundancy arrangements of the CS.
5. Wide-mouth power supply 16-72 V.
6. Define polarization setting method.
7. E1/T1 will be 120 (OMEGA) balanced. Will 75 (OMEGA) interface be
required too?
8. Does the CSS require an ASC to operate? How will reference be derived
from E1/T1s?
9. How will large antenna option be provided
10. USA frequency band and bit rate definitions.
11. Battery and redundancy switching at the TS.
Some of these issues have been further discussed in Italtel Requirements
document of 5 November 1995.
4-21
<PAGE> 34
SANR 2 - ANNEX 2
FEEDER PRODUCT - MILESTONE SUMMARY
<TABLE>
<CAPTION>
END OF LIMITED
RELEASE CONTENT PROTOTYPE VALIDATION AVAILABILITY GA
- ---------------- ------------------ --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
RLS1 26 GHz May-98 June-98 Jul-98 Aug-98
4E1 4QAM
Link Explorer
RLS2 10GHz/26GHz Aug-98 Sep-98 Oct-98 Nov-98
4E1/8E1
4QAM, LE
Redundancy for
Subscriber
terminals
RLS2.1 Italtel NMS Nov-98 Dec-98
integration
RLS3 10GHz/26GHz Nov-98 Dec-98 Jan-99 Feb-99
4QAM/16QAM
4E1/8E1
RLS3.1 Italtel NMS Feb-99 Mar-99
integration
</TABLE>
Notes:
1. Prototype milestones based on unreleased hardware and can be used for
Demos
2. End of validation also includes availability of Field Trial Equipment
3. Limited availability: Product is released but quantities are limited
4. GA: Product is generally available
5. T1 version and milestones will be defined within first half of 1998
<PAGE> 35
ANNEX 3
TO SUPPLEMENTAL AGREEMENT NR.02
INITIAL SALES PLAN
PRELIMINARY SALES PLAN
POINT TO MULTIPOINT RADIO FOR FEEDER APPLICATIONS
<TABLE>
<CAPTION>
1998 1999 2000
---------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
1~ sem 2~ sem 1~ sem 2~ sem 1~ sem 2~ sem
Assumption:
Market Price (US$) [***] [***] [***] [***] [***]
QUANTITY Trial, Pilots TBD
Deliveries [***] [***] [***] [***]
SALES (KUS$)Trial, Pilots [***]
Deliveries [***] [***] [***] [***]
TOTAL SALES [***] [***] [***]
Transfer price (US$) [***] [***] [***] [***] [***]
Purchase from Netro [***] [***] [***] [***] [***]
(KUS$) [***] [***] [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 1
Exhibit 10.9
NETRO
THE WIRELESS ATM COMPANY
- --------------------------------------------------------------------------------
MANUFACTURING AGREEMENT
BETWEEN
SOLECTRON CALIFORNIA CORPORATION
AND
NETRO CORPORATION
DATED: MAY 31, 1998
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1500 (Fax)
<PAGE> 2
NETRO
THE WIRELESS ATM COMPANY
TABLE OF CONTENTS
1. PERIOD OF AGREEMENT................................................. Page 1
2. PRODUCTS, PRICES & QUANTITIES ...................................... Page 1
2.1 Products to be Produced ............................................ Page 1
2.2 Product Definition ................................................. Page 1
2.3 Cost Reduction ..................................................... Page 1
2.4 European Manufacturing ............................................. Page 2
2.5 Pricing Model ...................................................... Page 2
3. PROGRESS REVIEWS & DOCUMENTATION ................................... Page 2
3.1 Progress Reviews ................................................... Page 2
3.2 Document Submittals & Approvals .................................... Page 3
3.3 Other Information .................................................. Page 3
4. PRODUCT ORDERING ................................................... PAGE 3
4.1 Forecast ........................................................... Page 3
4.2 Purchase Orders .................................................... Page 3
4.3 Quantity & Delivery Changes ........................................ Page 3
4.3 Stocking ........................................................... Page 4
4.5 Material Procurement ............................................... Page 4
4.6 New Products ....................................................... Page 4
4.7 Bar Code Shipping and Receiving Labels ............................. Page 4
4.8 Electronic Data Interchange (EDI) .................................. Page 4
5. TEST EQUIPMENT, TOOLING & SPACE .................................... PAGE 5
6. GENERAL TERMS & CONDITIONS ......................................... PAGE 5
6.1 Specification Changes .............................................. Page 5
6.2 Approved Vendor Lists (AVL) ........................................ Page 5
6.3 Netro Supplied Components .......................................... Page 5
7. ACCEPTANCE & INSPECTION ............................................ PAGE 6
8. SHIPMENT & DELIVERY ................................................ PAGE 6
8.1 On-Time Delivery ................................................... Page 6
8.2 Early/Late Delivery ................................................ Page 6
8.3 Payments ........................................................... Page 7
8.4 Data ............................................................... Page 7
8.5 Quality Information ................................................ Page 7
9. CUSTOMER FOCUS TEAM AND PROGRAM MANAGER ............................ PAGE 7
<PAGE> 3
NETRO
THE WIRELESS ATM COMPANY
10. TERMINATION ...................................................... PAGE 8
11. WARRANTY ......................................................... PAGE 8
12. INTELLECTUAL PROPERTY/NON-COMPETITION ............................ PAGE 9
12.1 Intellectual Property ............................................ Page 9
12.2 Confidentiality .................................................. Page 9
12.3 Publicity ........................................................ Page 9
12.4 Exclusivity ...................................................... Page 9
12.5 Non-Competition .................................................. Page 9
12.6 Escrow ........................................................... Page 9
13. MISCELLANEOUS .................................................... PAGE 10
13.1 Language & Currency .............................................. Page 10
13.2 Laws of California, USA .......................................... Page 10
13.3 Arbitration ...................................................... Page 10
13.4 Defaults ......................................................... Page 10
13.5 Assignment ....................................................... Page 10
13.6 Force Majeure .................................................... Page 10
13.7 Precedence ....................................................... Page 10
13.8 Limitation of Liability .......................................... Page 11
13.9 Notice ........................................................... Page 11
13.10 Right of Entry ................................................... Page 11
APPENDIX "A" PRODUCTS
APPENDIX "B" QUALITY
APPENDIX "C" STATEMENT OF WORK
<PAGE> 4
MANUFACTURING AGREEMENT [NETRO LOGO]
- -------------------------------------------------------------------------------
1. PERIOD OF AGREEMENT
This agreement is entered into as of May 31, 1998 between Solectron California
Corporation whose principal place of business is located at 847 Gibraltar Drive
Milpitas, California 95035 (Supplier) and Netro Corporation whose principal
place of business is located at 3860 North First Street, San Jose, CA 95134
(Netro). This contract shall begin on the date of signing of the Agreement, and
shall terminate thirty-six (36) months from that date unless terminated or
renewed per other terms of the Agreement. Contract renewal discussions will
begin at least six (6) months in advance of the contract termination date. It is
the intent of the parties that this Agreement shall prevail over the terms and
conditions of any purchase order, acknowledgment form or other instrument.
2. PRODUCTS, PRICES & QUANTITIES.
2.1 PRODUCTS TO BE PRODUCED. Supplier agrees to supply to Netro throughout the
term of this Agreement, any mix of the items listed in Appendix "A" at the
prices agreed to in writing by the parties. Other Products may be added to
Appendix "A" once Netro and Supplier have reached written agreement.
2.2 PRODUCT DEFINITION. At the start of this Agreement, Supplier shall produce
the Products defined in Appendix "A" exactly to the drawings, specifications,
and documentation provided by Netro and agreed to in writing by Supplier unless
otherwise approved in writing by Netro. Only the suppliers shown on the Approved
Vendor List ("AVL") provided by Netro shall be utilized for the initial
procurement of materials. Supplier shall have the right to submit revisions to
Netro to the AVL and Bill of Material ("BOM") so that cost reductions shall be
achieved. Such revisions may include, but not be limited to design changes,
manufacturing technology improvements, development of new vendors, etc. All such
changes submitted by Supplier shall be approved in writing by Netro, prior to
implementation of the changes and Netro shall have the unlimited right to use
such changes, in any way it deems appropriate and at its sole discretion.
2.3 COST REDUCTION. Supplier shall implement an ongoing cost reduction program
(including material and productivity improvements) that will target an
annualized cost reduction of a minimum of [***] per cent ([***]) per Quarter for
Appendix "A" Products. Each cost reduction year will start at the signing of the
Agreement and continue until the anniversary date of the Agreement, then a new
cost reduction year will start. Netro will support this cost reduction effort
and will work closely with Supplier to achieve the targeted results. Changes to
meet the cost reduction goals will be mutually agreed to in terms of
implementation timing, effect on inventories, value of the cost reduction,
overall total cost savings, etc. Supplier shall retain the savings of Supplier
generated cost reductions within the quarter that they occur and will be
reflected in the quoted Product costs at the quarterly progress review meeting,
then such savings shall revert fully to Netro. Cost reductions developed solely
by Netro shall be fully retained by Netro. Each cost reduction activity
associated with material or design changes will be authorized by a Netro
generated and approved Engineering Change Order (ECO). The ECO will document the
initiator of the cost reduction, i.e., Netro or Supplier, and the change in the
Product cost to Netro resulting from the cost reduction. Cost reductions may
include but not be limited to reductions in Supplier margins, labor rates,
overheads, G & A's, etc. as driven by efficiency improvements, volumes or total
revenues. At each quarterly progress review meeting, a summary of cost reduction
activities and results will be presented by Supplier.
[***] CONFIDENTIAL TREATMENT REQUESTED
- -------------------------------------------------------------------------------
1
<PAGE> 5
MANUFACTURING AGREEMENT [NETRO]
THE WIRELESS ATM COMPANY
- --------------------------------------------------------------------------------
2.4 EUROPEAN MANUFACTURING: Supplier agrees that in the future, and at Netro's
direction, Netro Products may be required to be produced and delivered from a
manufacturing facility in the European Union (EU). Supplier agrees that such a
facility will be available for production and delivery of Netro Products within
six (6) months after notification by Netro that such production is required.
Transfer of Products to the EU facility will be the responsibility of Supplier
and at the cost of Supplier. Netro reserves the right to approve the facility
for production prior to start of manufacturing of Netrol Products. Such approval
will not be unreasonably withheld or delayed. Should Netro require Supplier to
undertake export activity on behalf of Netro, Netro agrees to submit requested
export information to Supplier pursuant to Solectron Guidelines for
Customer-Driven Export Shipments.
2.5 PRICING MODEL. Selling price to Netro shall be based on the actual [***],
multiplied by a [***], plus the [***], plus the [***] times the [***], plus the
[***] times the [***] all multiplied [***], [***] rate. The MUF, ALR, TLR, ICT
ad PSG&A factors shall apply to all Products in Appendix "A" and shall vary
according to the chart shown below.
Purchased Quantity of Units By Month
<TABLE><CAPTION>
0-500 501-1000 1001-5000 5001-10000
----- -------- --------- ----------
<S> <C> <C> <C> <C>
MAT'L UPLIFT FACTOR (MUF): [***] [***] [***] [***]
PROFIT, SG&A (PSG&A): [***] [***] [***] [***]
ASSY LAB RATE/HOUR (ALR): [***] [***] [***] [***]
TEST LAB RATE/HOUR (TLR): [***] [***] [***] [***]
ICT LAB RATE/HOUR (ICT): [***] [***] [***] [***]
BILL OF MATERIAL COSTS (BOM):- as quoted
ALL LABOR HOURS :- as quoted
</TABLE>
[***]=SELLING PRICE TO NETRO
The Selling Price to Netro shall be as quoted or otherwise agreed in writing by
Netro and Supplier, upon issuance by Netro of the initial purchase order for the
Product(s). The Selling Price shall be reviewed at the quarterly progress review
meetings. Product pricing factors for each quarter will be determined by the
average monthly run rate of Product units in the last month of the prior quarter
and sixty (60) days of purchase orders outstanding. Material cost and labor
hours requires a separate detailed line item analysis and will be reviewed by
the parties at the quarterly progress review meetings.
3. PROGRESS REVIEWS & DOCUMENTATION
3.1 PROGRESS REVIEWS. Periodic progress reviews will be held between Netro and
Supplier, as a minimum, on a quarterly basis. Meetings shall be held at a
mutually acceptable time and location and will include but not be limited to
quality and delivery performance, inventory plans, cost reduction program plans
and status, market and product forecasts, design change issues, costed bill of
materials, labor cost data, etc. Agendas shall be prepared and mutually agreed
to at least two (2) weeks in advance of such meetings.
[***] CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
2
<PAGE> 6
NETRO
MANUFACTURING AGREEMENT THE WIRELESS ATM COMPANY
- --------------------------------------------------------------------------------
5.2 DOCUMENT SUBMITTALS & APPROVALS. Documentation prepared either by Netro or
Supplier and submitted to the other shall be approved, disapproved or
conditionally approved within ten (10) working days of such submittal.
Disapproval's or Conditional Approval's shall include a detailed description of
the unsatisfactory areas and provide suggestions as to how such conditions can
be corrected.
3.3 OTHER INFORMATION. Netro may require other schedules, submittals and
information from time to time from Supplier and vice versa. These requirements
may be included as an Appendix to this Agreement or requested in writing from
Netro or Supplier.
4. PRODUCT ORDERING
4.1 FORECAST. Netro will provide a six (6) month rolling shipment forecast each
month and a twelve (12) month shipment forecast each quarter. These forecasts
shall be by item part number and shall include anticipated delivery date,
quantity to be delivered, etc. and are non-binding best estimates of Netro's
future needs. However, if Netro falls short of this goal by the end of the term
of this Agreement, or cancels this Agreement, there shall be no bill-backs or
other retroactive price increases associated with the shortfall or cancellation.
4.2 PURCHASE ORDERS. Netro's initial purchase order for each Product shall be
for sixty (60) days of Product shipments which will set forth the ordered
types, quantities & required delivery dates of the Products to be produced. Each
month, Netro will release an additional thirty (30) days of Product, which will
be, to the extent possible, based on the forecasts provided above. Upon receipt
and acceptance of Netro's purchase order or material release, Supplier will be
obligated to sell and deliver the Products in accordance with the quantities
and delivery dates specified by the purchase orders or releases. Purchase order
releases will be provided to Supplier by Netro within ten (10) working days
after the end of each calendar month.
4.3 QUANTITY & DELIVERY CHARGES. Purchase orders for existing Products can
deviate from forecast or purchase order as follows:
a. Within 30 Days - plus or minus [***]
b. Between 31 and 60 Days - plus or minus [***]
c. More than 60 Days - plus or minus [***]
where the total charge for the quarter is plus or minus [***] per cent [***].
Any change requested by Netro beyond the allowable increase/decrease shall be
handled by Supplier on a reasonable commercial efforts basis subject to material
availability, capacity availability and agreed upon Product testing
requirements. If the volume exceeds [***] Product units per month, Netro and
Supplier agree to review these percentages at the quarterly progress review
meetings and adjust them to then current business requirements. Should Netro
insist on keeping this high degree of flexibility for unit volumes exceeding
[***] per month the parties will negotiate in good faith a reasonable carrying
charge for such excess inventory.
From time to time, Netro may request Supplier to carry or have on order certain
strategic components, subassemblies, or assemblies (collectively "Strategic
Materials") at higher levels than required in this clause. In this case, Netro
would be responsible for the carrying cost of Strategic Materials.
[***] CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
3
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MANUFACTURING AGREEMENT THE WIRELESS ATM COMPANY
- --------------------------------------------------------------------------------
4.4 STOCKING. In order to satisfy any potential need for a sudden increase in
Product quantities or for replacement of any returned Products, Supplier agrees
to ship to Netro, within fifteen (15) calendar days (plus the time needed for
environmental screenings and other mutually agreed upon Product testing) of a
written request, a minimum of [***] percent [***] of the average monthly product
requirements as calculated from the six (6) month rolling forecast. The
replenishment period of any inventory shipped pursuant to this Section shall be
then applicable component material lead time.
4.5 MATERIAL PROCUREMENT. Supplier is authorized to purchase materials required
to provide Products ordered in writing by Netro; Strategic Materials as
requested by Netro; and long lead time materials agreed to by Netro on a Long
Lead Authorization Form. The parties will work together on a best efforts basis
to reduce material leadtimes. Netro realizes its financial responsibility for
material purchased on behalf of Netro. In the event of a cancellation of a
Purchase Order or revision of Long Lead Authorization, or excess material
created by an engineering change, or revision of Strategic Materials quantities
requested by Netro, Netro agrees to compensate Supplier for reasonable costs
associated with the cancellation for Products and material inventory and
Strategic Materials purchased per the terms of the Agreement and to fill Netro's
purchase orders as follows: (i) the contract price of all finished Products in
Supplier's possession, (ii) the burdened cost of material inventory and/or labor
whether in raw form or work in process, and not returnable to the vendor or
usable for other customers, (iii) the burdened cost of material on order which
cannot be canceled, and (iv) any actual vendor cancellation charges incurred
with respect to material re-allocation, customer cancellations or returns to the
vendor. Supplier shall undertake best efforts to cancel all applicable component
purchase orders and reduce component inventory through return for credit
programs or allocate components for alternate programs if applicable. Netro will
pay the mutually agreed upon cancellation charges, if any, within thirty (30)
days of receipt of invoice. Netro shall have the right to any or all material
received by or paid for by Netro under this clause.
4.6 NEW PRODUCTS. Netro, from time to time, expects to introduce new products
that may obsolete or modify the Products specified on Exhibit "A". When such
introductions are made, Netro and Supplier will work together to determine
whether the new products or product modifications can be produced economically
by Supplier and whether Supplier is capable of producing such products. Netro
shall have the sole responsibility for making such a determination. If Supplier
is chosen to produce the new or modified products, Netro and Supplier will
mutually develop new product introduction plans for the products being
transferred to Supplier. Such plans will include space and equipment
availability, utilization of existing inventory, etc. New Products will be
entered on Appendix "A" by contract modification.
4.7 BAR CODE SHIPPING AND RECEIVING LABELS. Supplier shall place Netro's
specified bar code labels on all shipping packages and containers for the
material shipped under this Agreement. Netro may change such specification upon
written notice to Supplier and Supplier shall comply with such changes.
4.8 ELECTRONIC DATA INTERCHANGE (EDI). Supplier shall assist Netro in
implementing an EDI system that is compliant with EDI requirements of Netro's
customers in a mutually agreed to scope and timetable.
[***] CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1500 (Fax)
4
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NETRO
MANUFACTURING AGREEMENT THE WIRELESS ATM COMPANY
- --------------------------------------------------------------------------------
TEST EQUIPMENT, TOOLING & SPACE.
Supplier will provide all functional test equipment required to fully test the
Products being produced. Netro will supply the functional test software codes
to run the test equipment providing that the equipment architecture is
identical to that used by Netro. Should any special software or third party
licenses or approvals be required to operate the equipment to support
functional testing in the Supplier's facility, Supplier shall take whatever
commercially reasonable steps are necessary to obtain such licenses or
approvals and any costs associated with obtaining or using the licenses or
approvals shall be borne by Supplier. All other fixtures and tooling unique to
Netro, required to produce and test the products and subassemblies shall be
provided by Supplier. Netro and Supplier shall determine what tests are
required and this equipment will be capable of fully testing the Products and
ensuring that they meet the requirements and specifications. Supplier is
responsible to calibrate test equipment on a periodic basis. Netro will have the
option to approve the test equipment architecture prior to use in testing the
Products. Supplier will archive such documentation so that it is easily
reproduced and will make it available to Netro if the Supplier cancels this
Agreement without cause. Supplier will allocate sufficient floor space in its
facilities to meet the capacity requirements projected by Netro in the twelve
(12) month forecast.
6. GENERAL TERMS & CONDITIONS.
6.1 SPECIFICATION CHANGES. Netro or Supplier may, from time to time, request
changes to the Products shown in Appendix "A" by delivering to the other party
a fully approved Engineering Change Order (ECO) or reasonable facsimile as used
by Supplier's internal documentation system. Sufficient documentation will be
included in the change, to effectively support an investigation of the impact
of the engineering change. The proposed change will be fully evaluated within
ten (10) working days of receipt and an effective change date shall be mutually
agreed to by Netro and Supplier. Any ECO changes deemed to be "Critical" by
either Netro or Supplier shall be immediately brought to the attention of the
other party, by written notification, and such ECO changes will be mutually
evaluated and completed within two (2) working days of such notification. If
any such implemented change causes an increase or decrease in the price of, or
time required for the delivery of material or performance of work under this
Agreement, an equitable adjustment shall be made in the Contract Price and/or
the delivery dates. Netro has final design approval on all Products, changes to
Products, and modifications to Products.
6.2 APPROVED VENDOR LISTS (AVL). Netro will provide to Supplier an AVL which
specifies the materials to be used in building the Products listed in Appendix
"A". Supplier will manufacture the Products using components obtained from the
approved vendors. Any deviations must be approved, in writing, by Netro in
advance of use. Netro will from time to time update the AVL and any such
changes will be immediately given in writing or electronically to Supplier.
6.3 NETRO SUPPLIED COMPONENTS. Initial quantities of materials that Netro has
in stock or on firm order for manufacture of the Products on Appendix "A", will
be purchased by Supplier at a mutually agreed upon price. Netro may also choose
to supply certain critical components to Supplier on an ongoing basis. Netro
supplied materials and components shall be included in the Selling Price to
Netro (PAR 2.5) at the BOM cost times a mark up factor of [***].
[***] CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
5
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NETRO
MANUFACTURING AGREEMENT THE WIRELESS ATM COMPANY
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7. ACCEPTANCE & INSPECTION.
The basis for acceptance of the Products on this order shall be full conformance
to the drawings, specifications and test criteria as stated on Netro's
documentation provided to Supplier. Supplier will satisfactorily meet a minimum
of IPC610 Class II quality standard for all Products. Netro or its customers
may elect to source inspect Products and/or test data and results before
delivery from Supplier. Netro must accompany Netro customers while at Supplier's
facilities. Supplier will provide reasonable space for the source inspector.
Supplier will provide Netro five (5) working days advance notice of Product
availability for source inspection and Netro agrees to source inspect said
Products within five (5) working days after such notification. When Netro elects
to perform source inspection at Supplier's facility, final acceptance shall
occur at the time of source inspector's acceptance of Product, provided however,
that the mere review by Netro of performance data, test results and
manufacturing processes and consultation with Supplier's employees by Netro
regarding such information shall not be deemed to be a Source Inspection
hereunder. Netro may elect to inspect delivered Products one hundred per cent
(100%) or on a sampling basis. Any lot failing to meet the mutually agreed upon
sample inspection lot rejection criteria may be returned to Supplier for one
hundred per cent (100%) inspection, at Supplier's expense, if so desired by
Netro. Netro will notify Supplier of rejection of any Products in writing
within two (2) working days after rejection. Supplier may elect to have the
Products returned to them for evaluation, or with Netro's concurrence, have
Netro repair the Product at Supplier's pre-approved cost. Any Products returned
to Supplier shall be handled per Supplier's Returned Material Authorization
procedure. Products returned to Supplier for evaluation and/or repair shall be
repaired or replaced by Supplier within ten (10) working days of receipt unless
required by Netro to meet Netro's monthly shipment commitments. In that event,
the Supplier will utilize available resources, including finished goods
inventory, overtime labor, etc. to expedite and complete the timely delivery of
Products at Supplier's expense.
8. SHIPMENT & DELIVERY.
8.1 ON-TIME DELIVERY. Supplier agrees to deliver Products on-time per its
committed delivery dates as stated on Netro's Purchase Order and agreed to by
Suppliers acknowledgment of said Purchase Order. On-time delivery is defined to
be plus or minus two (2) calendar days from the committed delivery dates.
On-time delivery point is Supplier's dock. The FOB point will be Supplier's
facility. Shipping is to be by normal transportation methods, unless otherwise
requested by Netro. Netro, in the future, may require Supplier to ship directly
to end users of the Products. These shipments will be FOB Supplier's facility.
8.2 EARLY/LATE DELIVERY. Early Delivery is defined as three (3) or more days in
advance of scheduled delivery date. Netro at its option can refuse to accept
early delivery and if Netro chooses to accept early delivery, such acceptance
must be in writing. Late delivery is defined as being three (3) or more working
days later than the scheduled and acknowledged delivery date at the applicable
dock as stated in the appropriate purchase order. If Supplier fails to make
deliveries at the specified time and such failure is caused by Supplier,
Supplier will, at no additional cost to Netro, employ accelerated measures such
as material expediting fees, premium transportation costs, or labor overtime
required to meet the specified delivery schedule or minimize the lateness of
deliveries. If despite such measures and in the event late delivery is solely
attributed to Supplier, Supplier shall, after a grace period of ten (10)
business days, incur a liquidated damage fee for late delivery of one percent
(1%) of the Product selling price for each full week units are late after the
grace period. These liquidated damages shall be capped at seven percent (7%) of
the price of the late units. Netro may terminate the Purchase Order (or this
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
6
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NETRO
MANUFACTURING AGREEMENT THE WIRELESS ATM COMPANY
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Agreement in accordance with Section 13.4) should the limit of seven percent
(7%) be reached. The foregoing is Netro's sole remedy for delayed or
non-delivery of Products.
8.3 PAYMENTS. Unless otherwise agreed to in writing, payments for Products
shipped will be Net 30 days after date of invoice which shall not be before
date of shipment. Netro will bear all applicable sales and use taxes or provide
resale certificates as needed.
8.4 DATA. With each shipment, data sheets shall be included that show the
actual test results from the functional or acceptance tests completed on the
Products. Test results shall be provided by serial number for each Product in
the shipment and shall include the data and be in the format agreed upon by the
parties. In addition, Supplier shall provide data on a weekly basis showing
overall yield for the Products being shipped including its major subassemblies.
This data shall include a Pareto breakdown that shows the causes of the yield
losses. Format and content of this weekly data shall be as agreed upon by the
parties. Analysis of the root cause of the defects and the action taken to
prevent recurrence shall be provided by Supplier at Netro's request. Similar
data shall be maintained and transmitted to Netro for all Products returned to
Supplier for repair or replacement.
8.5 QUALITY INFORMATION. Supplier shall supply Netro and its customers with
quality information on a reasonable and timely basis as described in Appendix
"B" Quality.
CUSTOMER FOCUS TEAM AND PROGRAM MANAGER.
Supplier shall provide a dedicated Customer Focus Team (CFT) to Netro at
Supplier's expense. In addition, Supplier shall provide a Program Manager to
oversee Supplier's CFT. When requested by Netro, the CFT will assist Netro to
improve the quality, cost structure and ease of manufacture of the Products,
in defining the equipment requirements, in defining critical parameters to
quantify certain critical aspects of the design and manufacturing process in
order to control and improve the quality level of the Products, and in
selecting and qualifying cost effective component suppliers. The parties shall
mutually agree upon the evolution of the resource skill set and location of the
CFT members during the various phases of the Products life cycles. Supplier will
use best efforts to ensure the CFT will include individuals with skills deemed
critical by Netro for Supplier to be successful in manufacturing the Products.
The CFT will provide mutually agreed upon assistance including, but not limited
to, (i) optimizing Product and process design, (ii) facilities preparation for
the Pilot line whether at Netro or Supplier, (iii) documenting and
characterizing the pilot manufacturing process, (iv) defining and documenting a
manufacturing quality system which will ensure that the Products complies with
customer specifications, (v) developing failure analysis and rework procedures
and related documentation, (vi) performing failure analysis activities, (vii)
selecting and qualifying the vendor base, (viii) reducing Product cost
(material, labor, and overhead), (ix) improving Product quality levels in
preparation for mass production, and (x) developing packaging specifications
for incoming materials and components, materials and components that are
internally utilized in the manufacturing process, and finished Product.)
Supplier will also assist Netro by performing HALT (highly accelerated life
tests) for the Products mutually agreed to.
The parties have drafted a Statement of Work, the current version of which is
attached as Appendix "C" Statement of Work. The parties expect to update this
periodically.
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
7
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NETRO
THE WIRELESS ATM COMPANY
MANUFACTURING AGREEMENT
- --------------------------------------------------------------------------------
10. TERMINATION.
Either party shall have the right to cancel this Agreement without cause by
providing ninety (90) days written notice to the other party. Supplier will be
entitled to reimbursement for reasonable costs associated with termination
without cause by Netro or with cause by Supplier (as provided in Section 13.4),
but shall not be entitled to reimbursement if this Agreement is canceled
without cause by the Supplier or with cause (as provided in Section 13.4) by
Netro. Reasonable costs may include the contract price of all finished Products
on hand, the cost of material inventory (including handling charges and value
add) whether in raw form or work in process, the cost of material on order
(including charges) which can not be canceled, and any vendor cancellation
charges incurred with respect to material canceled or returned to the vendor.
The Supplier will use reasonable commercial efforts to mitigate these
cancellation and restocking charges through negotiation with suppliers and
utilization of materials in Supplier's other customer's products. Netro shall
have the right to any or all material received by or paid for by Netro under
this clause. In the event of a termination request by Supplier without cause,
Netro shall receive no less than ninety (90) days written notice to place a last
buy for forecasted deliveries up to (6) months inclusive of the 90 days written
notice and Supplier will provide documentation for tooling and fixtures to Netro
as requested.
11. WARRANTY.
Supplier warrants that the units of Product supplied under this Agreement will
meet the mutually agreed upon specifications in effect at the time of
manufacture and be free from defects in Supplier supplied material and
workmanship for a period of [***] from the date of manufacture. Parts not
meeting the specifications shall be returned to Supplier for replacement, repair
or credit. Supplier will return all units determined by Supplier to be warranty
defectives within ten (10) working days of receipt. The repair work will be
warranted for a period of [***] from the date of repair or for the original
warranty date, whichever is longer. Repair of out of warranty returns will be
negotiated between Netro and Supplier. Supplier will provide corrective and
preventive action for all in warranty materials identified as not meeting
specifications. Replacement, repair or credit of warranty repairs constitutes
Netro's sole remedies against Supplier for breach of warranty claims. Out-of
Warranty Products returned to Supplier for repair shall be evaluated and the
cost to repair the unit determined. Within five (5) business days of receipt of
Product Supplier will notify Netro of the estimated repair cost and will await
written authorization from Netro before starting work. Out-of-warranty repairs
will be completed and returned to Netro or end customer within fifteen (15) days
of receipt of start work authorization subject to material availability.
Products that have been subjected to abuse, misuse, accident, alteration,
neglect or unauthorized repair will be handled the same as an Out-of-warranty
repair.
THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF, AND SUPPLIER EXPRESSLY
DISCLAIMS AND NETRO WAIVES ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM,
USAGE IN THE TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR USE.
[***] CONFIDENTIAL TREATMENT REQUESTED
- -------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
8
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MANUFACTURING AGREEMENT NETRO
THE WIRELESS ATM COMPANY
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12. INTELLECTUAL PROPERTY/NON-COMPETITION.
12.1 INTELLECTUAL PROPERTY. All intellectual property and rights to the Product
designs developed by Netro or Supplier during the course of this agreement, and
all related derivative products and improvements shall be the sole (100%)
property of Netro. Netro retain the intellectual rights to the Netro Products
and derivatives of the Products, circuits and sub-assemblies. Supplier will not
use Netro proprietary technology in any products for other customers. All
documentation provided by Netro regarding Netro Products shall be returned to
Netro at the conclusion of this contract. All documentation made by Supplier of
Netro's bills of materials, assembly instructions, and test processes and
procedures and enhancements thereof shall be returned to Netro at the conclusion
of this contract. Supplier manufacturing processes and supplier developed
manufacturing documentation are proprietary technology and/or trade secrets of
Supplier and Netro will not be provided this documentation.
12.2 CONFIDENTIALITY. Netro and Supplier acknowledge that the terms of the Non
Disclosure Agreement (NDA) signed between the parties are in full force and
effect during the term of this Agreement, any extensions or modifications to
this Agreement and to the date stated on the NDA, whichever is longer.
12.3 PUBLICITY. All material relating to this Agreement which is intended for
publication in any form, including but not limited to the relationship between
Netro and Supplier, must be approved in writing by both parties before any such
publication can be made.
12.4 EXCLUSIVITY. Supplier shall manufacture the Products which are subject to
this Agreement exclusively for Netro and shall not publicize such
relationships in any form including any contents of this Agreement (except to
auditors and to comply with the Supplier's legal obligations) without written
approval from Netro which will not be unreasonably withheld or delayed. The
Product which is subject to the provisions of this section shall also include
all subassemblies utilized in the Product and their derivatives. Netro
proprietary information shall not be conveyed in any form to any other party.
12.5 NON-COMPETITION. Supplier shall not compete with Netro, directly or
indirectly, by using Netro's intellectual property for any purpose not
authorized by this Agreement during the term of this and any follow-on Agreement
and for a period of [***] after termination of this Agreement. Supplier will not
manufacture products which are competitive with Netro Products in the same
building in which Netro Products are manufactured. In addition, Supplier's
employees who are assigned to the CFT, and the Program Manager assigned by
Solectron to oversee the CFT, will not be assigned by Supplier to work on any
product which is competitive with Netro Products prior to November 30, 1999
unless otherwise agreed in writing by the parties. For the purposes of this
section 12.5 Netro Products are defined as point to multi-point radios in the
10-40 gigahertz frequency range.
12.6 ESCROW. If requested by Netro for escrow and contingent licenses
requirements, supplier agrees to provide any available documentation for
manufacturing processes related to Netro products, but in no event will Supplier
be expected to supply its own proprietary information.
[***] CONFIDENTIAL TREATMENT REQUESTED
- --------------------------------------------------------------------------------
Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
9
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MANUFACTURING AGREEMENT NETRO
THE WIRELESS ATM COMPANY
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13. MISCELLANEOUS.
13.1 LANGUAGE & CURRENCY. All correspondence, transactions and documents
transmitted between Netro and Supplier shall be in the English language. All
prices quoted and payments made shall be in US Dollars.
13.2 LAWS OF CALIFORNIA, USA. This Agreement shall be construed, interpreted
and enforced in accordance with the law of the State of California, USA.
13.3 ARBITRATION. Any controversy or claim arising out of this contract, shall
be settled by arbitration in San Jose, California in accordance with the Rules
of the American Arbitration Association, and any judgment or award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof. The
parties agree that any arbitration shall be commenced within thirty (30) days of
the controversy or claim.
13.4 DEFAULTS. Either Netro or Supplier may, by written notice to the other
party, terminate this Agreement and all or any of the privileges granted herein,
(1) if the other party defaults in any payment to the terminating party called
for in this Agreement and such fault continues unremedied for a period of thirty
days after the date of delivery of written notice, or (2) if the other party
defaults in the performance by it of any other material term or condition (e.g.
quality), or of any purchase order issued pursuant to this Agreement, and such
default continues unremedied for a period of thirty days after the date of
delivery of written notice. The effective date of termination will not be
before the expiration of any applicable cure period provided for herein. In the
case of late or non-delivery, the right to terminate this Agreement will be
available only after the liquidated damages cap in Section 8.2 is reached.
Either party may immediately terminate this Agreement if the other party files
for bankruptcy, is adjudicated bankrupt, has a receiver appointed for it, or
becomes involvement.
13.5 ASSIGNMENT. This Agreement may be assigned to any parent, affiliate,
successor or subsidiary corporation, company or division. Otherwise this
Agreement may not be assigned by either party without the prior written consent
of the other party, which shall not be unreasonably withheld.
13.6 FORCE MAJEURE. Neither party shall be liable to the other for any delay
or failure in the performance of its obligations and responsibilities hereunder
if such delay or failure is caused by any fires, floods, strikes, work
stoppages, accidents, wars (declared or undeclared), acts of God, acts of any
Government agency or authority, epidemics, quarantine restrictions, freight
embargoes, public disorders, riots or any other cause beyond the fault or
control of the defaulting party. Each party shall use its best efforts to
mitigate the impact of this clause. Supplier's liability for loss or damage to
Netro's material in Supplier's possession or control shall not be modified by
this clause. When a party's delay or nonperformance continues for a period of
at least fifteen (15) days, the other party may terminate, at no charge, any
open purchase orders under the Agreement.
13.7 PRECEDENCE. It is the intent of the parties that this Agreement and its
addenda shall prevail over the terms and conditions of any purchase order,
acknowledgement form or other instrument. This Agreement may be executed in one
or more counterparts, each of which will be deemed the original, but all of
which will constitute but one and the same document. The parties agree this
Agreement and its addenda may not be modified except in writing signed by both
parties.
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Netro Corporation 3860 North First Street San Jose California 95134
408.216.1500 408.216.1555 (Fax)
10
<PAGE> 14
MANUFACTURING AGREEMENT [NETRO LOGO]
THE WIRELESS ATM COMPANY
- --------------------------------------------------------------------------------
3.8 Limitation of Liability
IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, OR TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE,
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY DAMAGES OF ANY KIND WHETHER OR NOT EITHER PARTY
WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
13.9 NOTICE. If notice is required, it shall be in writing, and sent by
personal delivery, facsimile, etc. and addressed to the party at the address
appearing below.
If no Netro Corporation: If to Solectron California Corporation:
Netro Corporation Solectron California Corporation
3860 North First Street 847 Gibraltar Drive, Building 5
San Jose, CA 95134 Milpitas, CA 95035
ATTN: Vice President Operations ATTN: Corporate Legal Department
13.10 RIGHT OF ENTRY. Upon reasonable notice each party shall have the right
to enter the premises of the other party during normal business hours with
respect to the performance of this Agreement including an inspection or a
Quality Review, subject to all plant rules and regulations, security
regulations and procedures as applicable. From time to time and with
reasonable notice, Netro may request Supplier to allow visitors of Netro to
tour the Supplier's facilities that are building Product for Netro.
Acceptance of such requests shall not be unreasonably withheld by Supplier.
NETRO CORPORATION SOLECTRON CALIFORNIA CORPORATION
/s/ Gideon Ben-Efraim 5/29/98 /s/ Solectron California Corp. 5/29/89
- --------------------- --------- ------------------------------ ---------
Approved By: Date: Approved By: Date:
- --------------------------------------------------------------------------------
11
<PAGE> 15
APPENDIX A PRODUCTS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Description Model Number Part Number
- -------------------------------------------------------------------------------------------------
<S> <C> <S>
NAS-2 with ATM/FR Engine AM-NA-2010X 13558-0001
NAS-2 without ATM/FR Engine AM-NA-2011X TBD
NAS-2 with 18E1: no ATM AM-NA-2012X 13549-0001
120-75 ohm connector board n/a 11572-0000
SAS 2 E1 SAS-E-1001-XX 12618-0000
SAS 2 T1 SAS-F-1001-XX TBD
SAS 2 T1 w/ethernet SAS-E-1002-XX 13765-0000
SAS 2 T1 w/ethernet SAS-F-1002-XX 13329-0000
SAS-2 2 E1 with daughter bd, enet SAS-E-1002-XX TBD October
SAS-2 2 T1 with daughter bd, enet SAS-F-1002-XX TBD December
SAS-2 2 E1 with ASIC TBD TBD Q4
SAS-2 2 T1 with ASIC TBD TBD Q1'99
Ruggedized SAS ETSI RSS-E-1002-XX TBD October
NAU (SAS w/o modem) NAU-E-1004-XX TBD October
SAS 4 E1 SAS-E-1004-XX TBD December
SAS 2 E1, X.21 SAS-E-1008-XX TBD December
RJ45 to BNC adapter card n/a 13157-0000
SRU 39 GHz TBD, Assorted Bands TBD, Assorted Bands, Dec
SRU 39 GHz - SL Package TBD, Assorted Bands TBD, Assorted Bands, Dec
SRU 26 GHz Bnd2, Vert, ETSI SRU-E-2802-XX 13685-0002
SRU 26 GHz - Bnd2 SL Package SRU-E-2612-XX 13687-0002
SRU 26 GHz Bnd4, Vert, ETSI SRU-E-2604-XX 13685-0004
SRU 26 GHz - Bnd4 SL Package SRU-E-2614-XX 13687-0004
SRU 24 GHz Bnd2, Vert, FCC SRU-F-2402-XX 13680-0002
SRU 24 GHz - SL Package SRU-F-2412-XX 13496-0002
SRU 10 GHz Bnd 2 SRU-E-1002-XX 13883-0002
BRU 39 GHz TBD, Assorted Bands TBD, Assorted Bands
BRU 26 GHz, Bnd 1, 90 deg, ETSI BRU-E-2601-XX 13688-0001
BRU 26 GHz, Bnd 3, 90 deg, ETSI BRU-E-2603-XX 13686-0003
BRU 26 GHz, Bnd 1, 45 deg, ETSI BRU-E-2611-XX 13686-0005
BRU 26 GHz, Bnd 3, 45 deg, ETSI BRU-E-2613-XX 12851-0006
BRU 24 GHz, Bnd 1, 90 deg, FCC BRU-F-2401-XX 13681-0001
BRU 24 GHz, Bnd 1, 45 deg, FCC BRU-F-2411-XX 13681-0005
BRU 24 GHz, Bnd 1, 15 deg, FCC BRU-F-2431-XX 13681-0009
BRU 10 GHz, Bnd 1, 90 deg, ETSI BRU-E-1001-XX 13883-0001
BRU 10 GHz, Bnd 1, 45 deg, ETSI BRU-E-1011-XX TBD, October
BMU E1, ETSI BMU-E-2000-XX 13763-0000
BMU T1, FCC BMU-F-2000-XX 13837-0000
BMU EI Access Shelf (card), ETSI BMU-E-1000-XX TBD, October
BSC, ETSI or FCC BSC-E-2000-XX/BSC-F-2000-XX 12877-0000
BSC back card BSC-X-1001-XX, part of -2000-XX 13260-0000
BSC, ETSI or FCC ASIC TBD TBD, October
BSU - BSC front card, 2 channel BSU-E-2000-XX TBD, October
BSU - BSC front card, 4 channel BSU-E-4000-XX TBD, October
BSC, 4 Channel, ETSI BSC-E-4000-XX TBD, October
BSC, 4 Channel, FCC BSC-F-4000-XX TBD, December
AM2000 26 GHz SL Bnd 3 AM-RU-2107X 13687-0003
AM2000 26 GHz SL Bnd 4 AM-RU-2018X 13687-0004
</TABLE>
NOTE: Subassemblies and PCA's related to these part numbers are included even
though they are not specifically called out in this table. Product list subject
to change.
CONFIDENTIAL
<PAGE> 16
APPENDIX B QUALITY
(A) Supplier commits to ensure that all manufacturing, and design operations,
including any key sub-contractor, or contract manufacturing suppliers, which
contribute to the design, development, production, delivery and service of
material are ISO 9000 registered by an accredited Registrar by one year
after first purchase order is placed by Netro.
(B) Supplier commits to having a continuous improvement program in place which
will allow it to attain and maintain "acceptable" ratings (or equivalent) on
all quality system elements as periodically performed by Netro. An
"acceptable" element is defined as one where the quality system meets the
"general intent" of the quality system and is fully deployed to maintain the
quality system and product quality. No significant deficiencies encountered
that would jeopardize the quality system, and product quality and/or
reliability.
(C) Supplier commits to establish key quality control (qc) verification points
throughout the manufacturing process. These verification points should be
located in-process as well as after MATERIAL has completed all manufacturing
operations. The scope of these qc verification points shall be validated
through visual or mechanical inspections and/or tests, and with the use of
statistically valid sampling plans, that MATERIAL conforms to Supplier's
manufacturing, product and process specifications, standards of acceptable
workmanship, as well as other specifications which may be provided by Netro.
Netro reserves the right to review these qc points and make suggestions for
improvement. Supplier commits to address these suggestions through the
implementation of appropriate corrective actions.
(D) Supplier commits to establish an end of the line Quality Assurance product
audit on material by three (3) months after first purchase order. The focus
of this audit shall be to replicate user application of MATERIAL as
specified by Netro's customer. Test and examination of MATERIAL under the
quality audit shall be at a system level, and shall include but is not
limited to:
a) Exercising said MATERIAL over the full spectrum of temperature
ranges over which MATERIAL is designed to operate.
b) Full operation of MATERIAL over a period of time not less than 72
hours.
c) A system for continuous monitoring of all primary product functions
and fault detection of the MATERIAL while under this test.
Supplier shall continuously review customer return data to ensure that the
scope of the product quality assurance audit function includes the
requirement(s)/condition(s) under which the return failed.
1
<PAGE> 17
Supplier shall perform a detailed failure mode analysis of all MATERIAL
found defective through the quality assurance audit in line with the
requirements and process outlined in paragraph F.
Supplier agrees to provide to Netro on a monthly basis, results of the
quality assurance product audit in a format specified by Netro.
(E) Supplier commits to establishing a program of tracking monthly, quarterly,
and annual return rates for the product manufactured under this contract.
The Supplier agrees to update and report on returns on a quarterly basis
to Netro.
(F) Supplier commits to establishing a system for tracking and analysis all
MATERIAL returned by Netro to it, as well as any MATERIAL failures which
occur through Netro's end of the line quality assurance audit. For all
MATERIAL in the above two categories, supplier shall perform a failure
mode analysis, which at a minimum will be down to the component level.
Component level failure modes will be recorded, and failed components
found defective will be accumulated for the purpose of determining
repetitive occurrences.
Material shall be considered defective if it fails to meet the warranty
specifications under this Agreement (including performance and appearance
Specifications) or if during customer testing, installation, or use, the
MATERIAL fails to operate as expected or specified.
If the analysis of a return is found to be within the specifications of
this agreement (i.e., a no trouble found condition), then Supplier shall
track these no trouble found conditions and notify Netro of said findings
at a minimum of a monthly interval, so that appropriate investigative
measures may be taken to determine the root cause.
(G) If the return rate is found to exceed a mutually agreed to acceptable rate
or repetitive occurrences are observed with regard to component level
failures then the supplier shall provide a written Corrective Action
Report to Netro, explaining in detail the nature of the problem detected,
and the step(s) Supplier proposes to correct the problem. As part of the
plan to correct the problem, it is agreed that the Supplier shall:
a) Incorporate the remedy in affected MATERIAL.
b) Ship all subsequent MATERIAL incorporating the required
modification correcting the problem at no additional charge to
Netro; and
c) Create a mutually agreed to plan to address the scope of
correction and the proper course of actions to be taken by
Supplier and Netro.
2
<PAGE> 18
Supplier and Netro shall mutually agree in writing as to the
implementation schedule of the corrective action plan. Supplier agrees to
use its best efforts to implement the plan in accordance with the agreed
upon schedule. It is also agreed that the Netro shall be entitled to
postpone at no charge to Netro, further deliveries of orders until such
time as the remedy is implemented consistent with this Article.
(H) As part of a program of continuous improvement, Supplier agrees to
establish annually, improvement goals for a series of key quality
objectives. These goals should include, but are not limited to a)
customer return rates, b) Quality Assurance product quality audit defect
rates, c) final system test yields. Supplier agrees to track these goals
on a monthly basis, and to commit the resources necessary for the
attainment of these goals.
3
<PAGE> 19
(I) The following paragraph summarizes the requirements for providing data and
information to Netro as per paragraphs A through H.
-------------------------------------------------------------------
REF. DATA REQUIRED FREQUENCY
PAR.
#
-------------------------------------------------------------------
A Corrective Action As dictated by
Response to Assessment
Assessment
-------------------------------------------------------------------
B ISO Registration When requested by
copies Netro
-------------------------------------------------------------------
C Corrective Action As dictated by the audit
response to Netro's
audit of QC practices
-------------------------------------------------------------------
D Quality Assurance Monthly
Results
-------------------------------------------------------------------
E Monthly Return Rate Quarterly
data
-------------------------------------------------------------------
E Annual Return Rate Monthly
Summary Results
-------------------------------------------------------------------
F "No trouble founds" Monthly
summary data on
customer returns
-------------------------------------------------------------------
G Corrective Action As dictated by Supplier's
Report data on repetitive
component level failure
mode analysis (FMA) on
customer returns
-------------------------------------------------------------------
G Corrective Action If return rates exceed
Report pre-established
thresholds
-------------------------------------------------------------------
H Quality Improvement Annually
Goals
-------------------------------------------------------------------
(J) As used in this Paragraph, the term "Epidemic Failure" means a specific
product failure affecting 10 percent (10%) or more of a specific Product
then under warranty, which is a direct result of a defect in Supplier
workmanship. In the event of an Epidemic Failure, Supplier will perform root
cause analysis of the failure and cooperate with Netro to implement remedial
actions necessary to correct the failure mode. Furthermore, without limiting
its warranty obligations, Supplier will reimburse Netro for any and all
standard freight and labor charges of replacing the affected
4
<PAGE> 20
Netro for any and all standard freight and labor charges of replacing the
affected Product already shipped by Netro and in the field, provided such
charges do not exceed [***] percent [***] of the total cost paid by Netro to
Supplier for the affected Products.
Supplier shall have no liability or responsibility under this Paragraph for any
losses or damages to the extent that any such Epidemic Failure claims are the
result of (i) Supplier's compliance with Netro supplied specifications and
manufacturing processes; (ii) the negligence of Netro or any other person
providing goods or services in connection with the design, development,
production and distribution of the Product (with the exception of Supplier
assembly of the Product); (iii) modification or alteration of the Product by a
party other than Supplier; (iv) incorrect installation or incorporation of the
Product by a party other than Supplier; (v) defects in Netro's products or any
components supplied by a third party thereof.
[***] CONFIDENTIAL TREATMENT REQUESTED
5
<PAGE> 21
APPENDIX C
STATEMENT OF WORK
OBJECTIVE: Netro will help Solectron acquire high-frequency RF expertise, with
the goal of becoming proficient in manufacturing radio products within 6 to 9
months. Solectron will help Netro put processes in place that will facilitate
future product transitions, as well as prepare for volume ramp of Netro's
product line.
SCOPE OF WORK
Solectron shall make itself familiar with Netro's products, primarily by
residing on-site to learn and document processes and technology. The objective
is to fully understand the design, test and manufacturing of the Netro's product
line. Listed below are the major points that need to be addressed going forward.
1. This phase will review the following areas:
1.1 Netro's design, test and manufacturing process flow
1.2 Netro's test plans and procedures, Failure diagnostics/analysis
methodologies, cycle time, calibration procedure and cycle time, test
cycle time, and yield data.
2. ESS requirements (HALT, etc.)
Solectron shall work with Netro to prepare and compile:
2.1 Test plans
2.2 Test Procedures
2.3 Define failure criteria at the component, board and system level
2.4 And provide/participate for the design inputs as a result of 2.1-2.3.
3. ICT opportunities
STC shall work with Netro to determine which assemblies are candidates for ICT.
Netro to provide schematics for all assemblies quoted.
4. Failure analysis/isolation/detection
There shall be three levels of failure isolation/detection, based on
criticality:
4.1 Level three (board/box level failures that occur during normal
manufacturing operations)
4.2 Level two - component level failures which may be due to:
4.2.1 Faulty/Bad component
4.2.2 Design related failures (Derating factors, out of spec, etc.)
4.2.3 Process related failures (IR reflow, shorts/opens, solder, etc.)
4.3 Level one (Failure has been isolated to a component, cross sectioning
may be required to determine the cause of the failure to be performed
either at Solectron or at Solectron's supplier using Solectron's
leverage)
1
<PAGE> 22
5. RF functional Test
Short term, Solectron will work with Netro to streamline current test process to
increase efficiency and throughput. Longer term, the focus would move towards:
5.1 Cost/Trade off analysis on the level of automation
5.2 Automation implementation based outcome of 5.1 above
5.3 Increase test coverage at the box level
5.4 Determine proper amount of time for testing
6. Training methodology
6.1 The Solectron project will work with Netro to understand their testing
methodology and put forward a training plan for Solectron's operators.
6.2 Based on the outcome in 6.1, adequate training for Solectron's
operators/technicians/engineers will be provided.
6.3 The Solectron project team will work to enhance the on-going RF
training provided presently for the operators, technicians and
engineers working at Solectron, to ensure a strong RF pool of
resources to draw from in future.
7. Hiring of RF engineers/technicians:
Due to increasing demand for manufacturing and testing RF products, Solectron is
in the process of recruiting additional RF/Microwave/Wireless engineers and
technicians. There are several openings within the Milpitas campus. The
Solectron Technical Center has solidly positioned its RF capabilities by
establishing several business relationships with RF consulting firms in US for
outsourcing of consulting engineering services if an when necessary. Solectron
is currently staffed for the manufacturing of PCB's from Netro, but will hire
(or transfer) resources for the radio production.
8. Reliability
Solectron shall implement a reliability and qualification program plan in
collaboration with Netro. This plan will encompass both component and system
level testing in an attempt to help Netro with its design for reliability, yield
analysis and improvement, IQC, reduction/elimination of burn-in time, review/
audit of supplier's reliability, qualification and screening procedures,
utilization of derating factors, and worst case scenario analysis. Netro will
identify critical component list for Solectron.
9. Source Inspection
Solectron to help perform source inspection, qualification, incoming test and
quality control for the critical RF components. Netro to identify critical
component list for Solectron.
2
<PAGE> 23
10. Documentation
Solectron to assist in documenting the manufacturing process. This would include
adding more detail to current documents, rev control, visual aids, etc.
11. Cost Reduction Efforts
Solectron feels there are opportunities for future cost reduction, illustrated
in the following examples (but not limited to):
- Automation of current test stations
- Design future platforms to be similar, with configuration done at the
very end of the manufacturing process (i.e. choosing frequency range)
- Reduction of ESS testing (by going to sampling, etc.)
PROJECT TEAM
The following people from Solectron will form the main team dedicated to Netro,
whose main purpose will be to understand the transition requirements that will
lead to full production of the radio product.
- - Henry Le, RF Training Manager
- - Tuy Hoang, RF Test Engineer
- - Mina Taheri, Manufacturing Program Manager
- - Fareed Sepehry-Fard, RF Engineering Manager
- - Hussein Mehdi, RF Process Engineer
- - Vincent Nguyen, Process Engineer
- - Micki Christianson, Materials Manager
This team also has the ability to bring in backup support from the attached
resource list, as needed for functional area.
3
<PAGE> 24
GETTING STARTED
Solectron will use the following steps (defined per the attached timeline) in
the approach to each assembly in order to cover the areas necessary for
manufacturing.
ASSESSMENT FOR MANUFACTURING - CHECKLIST FOR PCB ONLY (1 WEEK)
Assumptions - Board only to start
- Functional test will be duplicated per current methodology
Assessment Team - Jorge Micada
- Stephen Chiang
- David Dunn
- - Component type and specification per assembly
- - identify whether or not the assembly is candidate for ICT
- - Current yield (average)
- - If functional test, what are equipment requirements
- - Is there manual adjustment required during functional test
- - Identify special parts handling (i.e., hand loading of PTH components)
- - Level of workmanship required (i.e., IPC, etc.)
- - Identify components subject to BABT
- - ESS test plan and procedures
- - Material inventory status and on-order status
- - Other unique facility requirements
QUOTATION (3 WEEKS FOR FULL TURNKEY QUOTES)
Assumption - All assemblies are well documented (per below), and Solectron will
work closely with Netro to bring up EDI capabilities for data transfer.
- - Full turnkey quote for new assemblies takes 3 weeks
- - Following documents are needed to begin quote process
- Theory of operations
- Schematic
- BOM and AVL for all components
- Assembly drawing
- Functional test plan, procedures and times
- Fab drawing
- ESS test plan, procedures and times
- Sample board (non-functional)
4
<PAGE> 25
QUOTE REVIEW (1 WEEK)
o This time is used for Netro to review for approval
o Solectron to clarify any open items
MATERIAL TRANSFER (4 WEEKS)
Listed below are the normal steps in transitioning inventory management to
Solectron:
o Ensure documentation is accurate (i.e. BOM rev levels, etc.)
o Take physical inventory of on-hand materials
o Put Letter of Authorization in place for Solectron to procure long lead
items
o Review open PO report by component
o Solectron loads forecast demand from Netro (BOM, AVL, etc.)
o Solectron begins purchasing on-hand inventory (per ABC policy) to support
fcst.
o Netro issues Letter of Authorization to vendors to allow Solectron to
take over outstanding PO's issued by Netro
o Solectron continues to place new PO's to support future demand
ICT TEST DEVELOPMENT (6 WEEKS)
This time is required to develop and build the test fixtures for in-circuit
test. Netro to provide known good boards for development effort.
FUNCTIONAL TEST DEVELOPMENT (8 WEEKS)
Assumption -- Solectron initially will duplicate Netro test stations and
procedures. In future, Solectron will make suggestions to increase productivity
(throughput) of the functional test stations to support higher volumes. Upon
signing of the contract, Solectron will order the equipment needed to support
production.
PCB TOOLING (2 WEEKS)
o This time used for manufacture of fixtures required.
MPI DEVELOPMENT (1 WEEK)
o Process instructions used in manufacturing
ASSEMBLY PILOT RUN (1 WEEK)
o Used to validate production
o Quantity TBD
ASSEMBLY TEST (POST PILOT -- 1 WEEK)
o Includes both functional and ESS depending on requirements
5
<PAGE> 26
TEST SUPPORT TEAMS
Test Team (Digital) -- David Dunn
-- Paul Kao
Test Team (RTF) -- Hussein Mehdi
-- Tuy Huang
-- Henry Le
-- Fareed Sepehry-Fard
6
<PAGE> 27
TIMELINE FOR PRODUCTION OF NETRO 26 GHZ SRU
[***] - Solectron team moves on-site at Netro
- Assess current manufacturing and test processes
- Document the assembly and test process
- Order Equipment [***] (Contract Dependent)
- Assess capacity required for next 12 months
- Begin engineering training
- Begin component engineering (IQC, reliability, etc.)
- Begin material transfer process
- Begin test development/duplication
- Identify ESS chambers to be used for production
- Formulate labor plan for operators and technicians
- Put quality plan in place with measurable goals
- Prove out SMT lines with consignment runs - first article
approval
- Identify RF assemblers and technicians and start training at
Netro
- Agree on quality and performance metrics - provide daily, weekly,
monthly as determined by Netro-Solectron
- Identify RF components for IQA (Netro)
- Develop plan for HALT testing for reliability
[***] - Complete material transfer from Netro
- Preliminary cost reduction plan and realistic targets
- Complete ICT fixture development
- Begin turnkey production of boards
- Set up quality metrics feedback system
- Implement IQA plan for RF components
- Implement HALT testing
- Continue RF training; Document training
- Continue document assembly and test process
- Begin work on improving production yields
[***] - Begin set up of test equipment
- Begin ICT test of boards
- Monitor yields - improvement plan
- Continue RF training; Document training
- Continue document assembly and test process
[***] - Complete set up of equipment for test stations
- Continue RF training; Document training
- Continue document assembly and test process
- Monitor yields - improvement plan
- Complete material transition of mechanical components
[***] - Complete set up of equipment for radio test
- Continue RF training; Document training
[***] CONFIDENTIAL TREATMENT REQUESTED
7
<PAGE> 28
- Complete document assembly and test process
- Monitor yields - improvement plan
[***] - Complete RF training for technicians
- Pilot build and test of radio products
- Complete troubleshooting, rework training, and documentation
- Monitor yields - improvement plan
[***] - Continue work on improving production yields
- OOB (out of box) failures should be at least as good as Netro's
yields should be at least as good as Netro's by [***]
- Continue to improve quality metrics/feedback at all stations
- Begin ramp to volume
- Assess next 12 months capacity looking forward (at each quarterly
meeting)
- Begin plan for test automation
- Get ready for full system Integration and test - TBD by Netro and
Solectron
Next Level of Detail - Month 1
- Labor Plan (Steve Snyder/Andrew Tsein)
- Material Plan (Larry Gibbins/Micki Christianson)
- Test Plan (Bill Ng/Fareed)
- EDI Feasibility (Doug Finch/Taka)
- Program Manager Defined (Robin Rakusin/TBD)
- Calendar Determined - daily?, weekly, monthly, quarterly
- SOW for other products (SAS, BSC, BMU)
- Project Teams Assigned (wk 1)
Issues
- Manpower (RF trained)
- Acquisition of Equipment
- Contract Signature
[***] CONFIDENTIAL TREATMENT REQUESTED
8
<PAGE> 1
Exhibit 10.10
NETRO
THE WIRELESS ATM COMPANY EXECUTION COPY
- --------------------------------------------------------------------------------
MANUFACTURING AND ENGINEERING SERVICES
AGREEMENT
BETWEEN
NETRO CORPORATION
and
MICROELECTRONICS TECHNOLOGY INC.
January 11,1999
<PAGE> 2
NETRO
THE WIRELESS ATM COMPANY EXECUTION COPY
- --------------------------------------------------------------------------------
MANUFACTURING AND ENGINEERING SERVICES AGREEMENT
This Manufacturing and Engineering Services Agreement, (the "Agreement"),
effective as of January 11, 1999 (the "Effective Date"), is made by and between
Microelectronics Technology, Inc., a corporation organized under the laws of
Taiwan and having its principal office at 1, Innovation Road II, Hsinchu Science
Based Industrial Park, Hsinchu 300, Taiwan, R.O.C. ("Manufacturer") and Netro
Corporation, a California corporation having its principal office at 3860 N.
First Street, San Jose, California 95134 USA (the "Purchaser").
RECITALS
WHEREAS, the Purchaser is engaged in the design, manufacture and sale of
broadband, wireless telecommunications equipment;
WHEREAS, the Manufacturer is an established leader in the manufacture and
engineering of reliable, low cost, microwave radios and RF modules;
NOW, THEREFORE, in order to allow Purchaser to receive manufacturing and
engineering services from Manufacturer, and in consideration of the mutual
promises herein contained, it is agreed as follows:
1. PURPOSE
The purpose of this Agreement is to set forth the terms and conditions
applicable to (i) the manufacture and sale by Manufacturer to Purchaser, of
Purchaser's AirStar products listed herein on Appendix A, (ii) the purchase by
third-party contractors to Purchaser of components of the Purchaser's AirStar
products that are manufactured by Manufacturer, and (iii) the provision of
manufacturing engineering services by Manufacturer to Purchaser with respect to
Purchaser's products. Following the date of this Agreement, Purchaser may
identify additional products or frequencies for which it may seek the
engineering services and/or manufacturing capability (provided Manufacturer can
become qualified to manufacture such products) of Manufacturer. Upon the mutual
written agreement of the parties, any such new services will be added to
Appendix D as described in Section 5 of this Agreement, any such new products or
frequencies shall be added to Appendix A, and the relevant specifications for
any such products and frequencies will be added to Appendix B. The products of
Purchaser listed on Appendix A hereto, together with the components listed in
Appendix A which are designated for sale to Purchaser's third-party contractors,
are referred to herein as the "Products". Any additional terms or conditions
proposed by Purchaser or Manufacturer are not applicable unless expressly
approved and agreed to in writing and signed by authorized representative of the
other party, and in the event that the terms of any other document conflict with
the terms of this Agreement, even if agreed to by the parties, this Agreement
shall govern.
-1-
<PAGE> 3
NETRO
THE WIRELESS ATM COMPANY EXECUTION COPY
- --------------------------------------------------------------------------------
2. RELATIONSHIP OF THE PARTIES
This Agreement does not constitute Manufacturer as an employee, agent, or legal
representative of or a joint venturer or partner with, Purchaser for any purpose
whatsoever, Manufacturer is not granted, nor shall it represent that it has been
granted, any right or authority to assume or create any obligation or
responsibility, expressed or implied, on behalf of, or in the name of,
Purchaser, to incur debts or make collections for Purchaser or to bind Purchaser
in any manner whatsoever. It is the intent of the parties hereto to create the
relationship on the part of the Manufacturer of an independent contractor, for
whose actions or failure to act, the Purchaser shall not be responsible.
3. MANUFACTURE OF PRODUCTS
a. Manufacture. Manufacturer will manufacture the Products using the components
and to the specifications provided on Appendix B as updated from time to time in
accordance with Section 15 hereof (the "Specifications"). Manufacturer will only
use components from vendors approved by Purchaser for the supply of such
components. Following the Effective Date, Manufacturer may, with Purchaser's
prior written approval, identify and qualify other vendors for the purpose of
reducing costs or improving quality.
b. Quality. All Products manufactured by Manufacturer for Purchaser shall
conform to Manufacturer's quality procedures and workmanship standards
consistent with IPC-610 class II. Manufacturer will perform on-going reliability
testing in order to ensure Product reliability over time. Testing specifications
and the acceptance test plan will be mutually agreed to. Manufacturer will
provide Purchaser with monthly mean-time between failures data. Manufacturer
will perform highly accelerated life testing and highly accelerated stress
screens for each new Product, key component and subassembly produced by
Manufacturer. Manufacturer agrees to comply in all respects with the Quality
Standards and Reports set forth on Appendix C.
c. Documentation. Manufacturer will, based upon the materials, information,
data, manufacturing processes and techniques provided by Purchaser, maintain a
comprehensive system of materials to document the manufacturing processes and
techniques used in connection with the manufacture of each of the Products (the
"Documentation"). The Documentation will be prepared in sufficient detail to
ensure that the manufacturing processes for the Products may be understood and
replicated by a third party and, other than incidental materials which are not
necessary for the replication of the manufacturing process by a third party
(e.g., shop floor instructions and individual work-station guides), the
Documentation will be prepared in English. Manufacturer agrees to translate
and/or interpret any Documentation that is not prepared in English into English
at the request of Purchaser at Manufacturer's expense and within thirty (30)
days of Purchaser's request. The Documentation will be updated by Manufacturer
upon each release of a new version of a Product and each material change to the
manufacturing process for a Product. Upon each update of the
-2-
<PAGE> 4
NETRO
THE WIRELESS ATM COMPANY EXECUTION COPY
- --------------------------------------------------------------------------------
Documentation, Manufacturer will provide Purchaser with a complete copy of such
updated Documentation.
d. Ownership of Specifications and Documentation. The Specifications and the
Documentation (including Documentation created pursuant to Section 4(b)(ii)
below) shall be deemed to be the Confidential Information of Purchaser and shall
be solely owned by Purchaser. Manufacturer hereby grants, transfers and assigns
all right, title and interest in such work and all copyrights, including
renewals and extensions, in the Specifications and Documentation to the
Purchaser. Manufacturer hereby waives all rights of identification of authorship
and any and all rights of approval, restriction or limitation on use or
subsequent modifications to the Specifications or the Documentation. From time
to time upon Purchaser's prior written request, Manufacturer and its employees
and contractors, shall confirm the foregoing assignment by execution and
delivery of such assignments, confirmations or other written instruments as
Purchaser may request. Purchaser, its successors and assigns, shall have the
right to obtain and hold in its own name all copyright registrations and other
evidence of rights that may be available for such Specifications and
Documentation. Manufacturer acknowledges Purchaser's right to place the
Specifications and Documentation in escrow in Purchaser's cost, pursuant to the
terms of Purchaser's agreements with customers and other third parties.
Notwithstanding the foregoing, in the event that Manufacturer applies an
improvement or invention to the Products which was not (a) originally conceived
of or reduced to practice in connection with a Product of Purchaser, (b) created
with the assistance of Purchaser personnel, materials or information, OR (c)
created pursuant to Section 5 hereof, such improvement or invention shall be
solely owned by Manufacturer, including without limitation, patent, copyright,
trademark, trade-secret, know-how, and other intellectual property rights
thereto.
4. PURCHASE AND SALE OF PRODUCTS
a. Forecast. On or before the fifteenth (15th) day of each month, Purchaser
shall provide Manufacturer with a non-binding forecast setting forth, on a
Product by Product basis, Purchaser's requirements for the next six (6) calendar
months (the "Purchaser Forecast"). In addition, on each such date Purchaser will
provide Manufacturer with a good faith estimate of its expectations of Product
purchases by its third-party contractors. Manufacturer shall at all times
maintain sufficient inventory of components for the Products to ensure the
availability of Products to Purchaser and its third-party contractors consistent
with the forecasts provided as provided above. The Purchaser Forecast shall not
bind the Purchaser except as set forth in Section 4(b) below.
b. Orders. Purchaser agrees to place a binding purchase order for at least the
quantity of Products set forth on the latest two (2) months of the Purchaser
Forecast pursuant to standard purchase orders. Purchaser may also order
additional amounts from Manufacturer, pursuant to separate purchase orders
specifying the quantity of each Product to be purchased and the requested
delivery dates. Each purchase order
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hereunder shall be subject to the following terms and conditions,
notwithstanding anything contained in the purchase order to the contrary.
(i) Acceptance and Rejection. Manufacturer will accept or reject purchase orders
from Purchaser in a written notice within five (5) working days of receipt
thereof, provided, however, that Manufacturer shall be required to accept any
purchase order that (A) does not increase the total amount to be purchased by
Purchaser beyond 25% of the total amount forecast during such period, and (B)
requests delivery no sooner than four (4) calendar weeks from the date of such
purchase order. Failure by Manufacturer to reject a purchase order within the
timeframe specified above shall be deemed to be acceptance of a purchase order
hereunder.
Purchaser or its designees may elect to source inspect Products
and/or test data and results before delivery from Manufacturer. Manufacturer
will provide reasonable space for the source inspection. Manufacturer will
provide Purchaser with five (5) working days advance notice of Product
availability for source inspection and Purchaser agrees to source inspect said
Products within five (5) working days after such notification. When Purchaser
elects to perform source inspection at Manufacturer's facility, final acceptance
shall occur at the time of source inspector's written acceptance of Product. The
source inspector's written acceptance shall be made within five (5) working days
after such source inspection. If the source inspector fails to be available for
source inspection within the time frame established above, Manufacturer may ship
the Products and Purchaser will inspect the Products upon receipt as described
in the first paragraph hereof.
(ii) Price. Following the qualification of Manufacturer for a given
Product, Manufacturer will quote a firm price for such Product, which will be
included in Appendix A to this Agreement and will be the price for a given
Product unless reduced as follows. Each such firm price quote will include a
bill of materials, cost of materials, cost of labor, profit margin and such
other detail as Purchaser shall reasonably request.
Manufacturer will use its best efforts, with the assistance of
Purchaser, to implement an ongoing cost reduction program that will aim at a
price reduction to Purchaser of [***] percent [***] per annum, beginning once
the Manufacturer has produced more than [***] units of a Product. Manufacturer
agrees to update the Specifications and Documentation to reflect all such cost
reduction efforts and any such revised materials shall be "Specifications"
and/or "Documentation" for all purposes under this Agreement. Notwithstanding
the foregoing, no change will be made to the Specifications of or manufacturing
process for a Product without the prior written approval of Purchaser.
(iii) Delivery. All purchase orders issued by Purchaser will be shipped
according to the schedule provided in the applicable purchase order. Deliveries
will be marked as instructed by the party placing such order, including without
limitation, with bar code labels as specified by Purchaser or its third party
contractors from time to
[***] CONFIDENTIAL TREATMENT REQUESTED
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time, and will include all relevant test data for such shipment. All shipments
of Products are FOB Manufacturer's factory location with method of shipment and
insurance specified by and paid for by the party placing the order. If a Product
is not available for more than ten (10) working days from the originally
schedule delivery date, Manufacturer shall accrue a late fee of fifteen
one-hundredths of one percent (0.15%) of the selling price for such Product(s)
which is (are) delayed in such order for each day that such order is delayed
beyond such ten (10) working day period, up to a maximum of seven percent (7%).
Notwithstanding the foregoing, such penalties shall not apply where the delays
in shipment are as a result of design defects or Purchaser's negligence.
(iv) Rescheduling. A purchase order may be rescheduled, prior to fifteen
(15) working days before the scheduled delivery date for such order. If a
purchase order is rescheduled for more than thirty (30) calendar days from the
originally scheduled delivery date, Purchaser shall accrue a rescheduling charge
of one percent (1%) of the selling price for such rescheduled purchase order for
each thirty (30) day period that such rescheduling of a delivery date is delayed
beyond such thirty (30) day period up to a maximum of five percent (5%). If a
rescheduling of a delivery date is delayed beyond one hundred and eighty (180)
calendar days, Manufacturer shall have the right to deliver the Products for
such purchase order on the one hundred-and-eightieth day from the originally
scheduled delivery date.
(v) Cancellation. In the event that Purchaser cancels any purchase
order, Purchaser shall compensate Manufacturer for the reasonable, actual,
out-of-pocket expenses incurred by Manufacturer in acquiring components and
manufacturing the Products subject to such order. Manufacturer will use its best
efforts to mitigate such costs however, in the event that Purchaser is required
to compensate Manufacturer under this Section, Purchaser shall be entitled to
take title over all inventory, components and Products for which it delivers
compensation hereunder.
(vi) Payment. Payment is due and payable fifty (50) calendar days from
the date of issuance of the invoice or shipment of the Products, whichever is
later (the "Payment Date"). Within ten (10) business days after notice by
Manufacturer of its acceptance of a purchase order, Purchaser will establish an
irrevocable letter of credit with a U.S. Bank in favor of the Manufacturer in
the amount of such purchase order (each an "LC"). Each LC shall provide that the
Manufacturer may draw upon the LC on the Payment Date, upon presentation of a
letter, certified by Manufacturer, as to the shipment of the Products and the
invoice and/or shipment date, together with such other documentation and
evidence of shipment as is reasonably established in such LC.
(vii) Electronic Data Interchange. Manufacturer and Purchaser will
jointly implement an Electronic Data Interchange ("EDI") system that is
compliant with the EDI requirements of Purchaser's customers in a mutually
agreed to scope and timetable.
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(viii) Semi-Annual Review of Prices. Beginning on the date six (6)
months from the date of this Agreement, and every six (6) months thereafter, the
parties will meet to discuss in good faith revisions to the pricing and payment
terms set forth in this Section 4(b), in order to reflect competitive pressures
and other then-current market conditions.
c. Acceptance and Rejection of Deliveries. The basic acceptance criteria for
Products shall be conformance to the Specifications by Purchaser. The Purchaser,
or its third-party contractors will accept or reject deliveries of the Products
within twenty (20) working days of receipt of such Products. Such party may
elect to reject Products individually or reject lots on the basis of sample
inspections as described on Appendix A. Any Product (or lot of Products based on
a sample) which fails to meet the Specifications due to the fault of
Manufacturer, will be replaced or repaired by Manufacturer. All such Products
shall be tracked by Manufacturer's RMA system. Manufacturer shall provide
monthly reports on the status of all RMAs. If the recipient of an order does not
provide Manufacturer such notice within the twenty (20) working day period, the
Product will be presumed to have been accepted, and any defective Products will
be dealt with thereafter as warranty claims.
d. Purchases from Purchaser. Manufacturer will purchase certain components and
inventory from Purchaser on terms and conditions mutually agreeable to the
parties and pursuant to purchase orders distinct from those under this
Agreement.
5. ENGINEERING SERVICES
a. Identification of Services. Manufacturer agrees to undertake and complete
certain manufacturing engineering tasks for Purchaser. Purchaser has described
such services to Manufacturer in detail and Manufacturer has provided purchaser
with a firm price quote for such services, both of which are attached hereto as
Appendix D. It is the parties intention that Purchaser will compensate
Manufacturer for these services proportionately to reflect the timely
achievement of milestones by Manufacturer and the value of interim milestones to
Purchaser. Therefore, within ten (10) working days after the Effective Date,
Purchaser and Manufacturer will mutually agree upon an update to Appendix D,
which will provide for the same services to be provided by Manufacturer to
Purchaser at the same price quoted by Manufacturer, but will also list key
interim milestones for such services, delivery dates for each such milestone and
payment amounts for each such milestone. As the parties identify additional
manufacturing engineering tasks with respect to existing or newly added Products
the parties will, by mutual agreement, update Appendix D in writing. The
products of the efforts of the tasks referred to on Appendix D are referred to
herein as the "Deliverables".
b. Acceptance and Rejection of Deliverables. Upon delivery of any Deliverables,
Purchaser will test, review and otherwise evaluate such Deliverables to
determine whether such Deliverables warrant modifications to the Specifications,
Documentation or manufacturing process for a Product. Within thirty (30)
calendar days of delivery of the Deliverables, Purchaser shall provide
Manufacturer with written notice of
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acceptance or rejection of such Deliverables. In the event Purchaser rejects
such Deliverables for cause (i.e., failure to comply with the specifications for
such Deliverable), Purchaser may, at its option extend the period for delivery
of such Deliverable on the basis of the originally agreed to compensation or
terminate the project for such Deliverable with no further liability to
Manufacturer. If Purchaser rejects such Deliverable other than for cause,
Manufacturer shall nonetheless be entitled to receive the compensation as set
forth in subsection (c) below. If Purchaser accepts such Deliverable,
Manufacturer and Purchaser will work together to implement such changes as are
necessitated to the Specifications, Documentation and other materials and
Manufacturer shall be entitled to receive compensation as set forth in
subsection (c) below.
c. Ownership of Deliverables. Manufacturer understands and agrees that the work
to performed by it for Purchaser pursuant to this Agreement shall be considered
"Work Made for Hire" as that term is defined in Title 17, United States Code,
Section 201; Purchaser shall own all right, title and interest in the
Deliverables developed by Manufacturer. If, for any reason, the Works Made for
Hire rule is found not be applicable to this Agreement, Manufacturer hereby
assigns all of its right, title and interest in the Deliverables, including,
without limitation, all patent rights, copyrights, trade secrets to Purchaser.
Manufacturer agrees to cooperate with Purchaser and to execute all documents
necessary to effectuate and perfect Purchaser's ownership of and rights to the
Deliverables.
d. Compensation for Deliverables. In consideration for any engineering services
provided hereunder Purchaser will issue securities to Manufacturer (or a
wholly-owned subsidiary of Manufacturer) as follows. Upon the achievement of
each milestone for which Manufacturer is entitled to compensation pursuant to
Appendix D, Purchaser will issue to Manufacturer (or a wholly-owned subsidiary
of Manufacturer) that number of shares of the Purchaser's then most recently
issued series of Preferred Stock as is determined by dividing the dollar amount
specified for the achievement of such milestone on Appendix D by the price per
share at which shares of such series of Preferred Stock were most recently
issued. Notwithstanding the foregoing, if Purchaser effects an initial public
offering of Common Stock, then following such offering Purchaser may, at its
election, decide to compensate Manufacturer in cash, or such other mutually
agreeable form of consideration, for any services provided on or after the
effective date of such offering.
d. Termination of Projects. Purchaser may cancel a project for cause under this
Section, without any further liability to Manufacturer, if Manufacturer has not
delivered a Deliverable or other significant intermediate work product within
thirty (30) working days of the mutually agreed scheduled delivery date, or for
other material failures of Manufacturer in connection with such project.
Purchaser may also cancel a project for convenience under this Section at any
time, provided however, that if Purchaser cancels a project for convenience, and
the securities delivered by Purchaser as of such cancellation reflect, a
different percentage of the total securities originally planned to be
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issued for such project than the percentage of work completed by Manufacturer as
of such date, then the party to whom such benefit has accrued will provide the
other party with cash compensation or will return or grant, as appropriate,
securities to the other party, to offset such differential compensation.
e. Additional Representations. With respect to any securities issued hereunder,
Manufacturer hereby represents and warrants, and agrees to represent and warrant
at the time such securities are issued, as follows: (i) that Manufacturer has
had access to and is familiar with information concerning the Purchaser's
business, affairs, financial condition, and current prospects; (ii) that any
such securities are being acquired for its own account, not as a nominee or
agent, and not with a view to or in connection with the sale or distribution of
any part thereof; (iii) that Manufacturer understands that such securities will
not be registered under the Securities Act of 1933, and (iv) that the issuance
of such securities does not conflict with the laws of the jurisdiction in which
Manufacturer is organized. The Manufacturer further agrees that, in connection
with the initial registration of the Purchaser's securities that, upon request
of the Purchaser or the underwriters managing any underwritten initial public
offering of the Purchaser's securities, not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any
securities of the Purchaser (other than those included in the registration)
without the prior written consent of the Purchaser or such underwriters, as the
case may be, for such period of time (not to exceed one hundred eighty (180)
days from the effective date of such registration) as may be requested by the
Purchaser or such managing underwriters.
6. WARRANTY
Manufacturer warrants all Products sold under this Agreement to comply with the
Specifications and be free from defects in material and workmanship under normal
and proper use for a period of [***] from the latest of the
issuance date of the invoice of the purchase order, the shipment date for such
Products and the acceptance date for such Products.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED, OR
STATUTORY, INCLUDING WARRANTY OF MERCHANTABILITY.
Within the stated warranty period, Manufacturer will repair or replace, at its
option, any Product which is returned to its plant, provided inspection and
examination discloses to Manufacturer's reasonable satisfaction that (a) the
reported defects are within the warranty coverage, (b) the Product has not been
tampered with, or (c) the Product has not been damaged due to misuse, improper
storage or maintenance, negligence or accident. Purchaser will bear the cost of
shipping such defective Products to Manufacturer, and if Manufacturer is
required to repair or replace such Products, Manufacturer will return the
warranty repaired Product shipping via the same type of service originally used
to ship the failed Product to the recipient at Manufacturer's cost.
[***] CONFIDENTIAL TREATMENT REQUESTED
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Any such returned or repaired item shall have a full [***] warranty beginning on
the date that such repaired or replaced Products are received by the Purchaser
or the Purchaser's customer. Manufacturer shall provide repaired or replaced
Products to the party ordering such products within fifteen (15) working days of
receiving such defective products.
THE FOREGOING CONSTITUTES THE PURCHASER'S SOLE AND EXCLUSIVE REMEDY AND IS IN
LIEU OF ANY AND ALL REMEDIES WHICH MAY BE AVAILABLE TO THE PURCHASER.
7. Term
a. Termination. The term of this Agreement shall be three (3) years from the
Effective Date. At any time at least one hundred and eighty days (180) prior the
expiration of the initial term, Purchaser may, at its sole option, renew this
Agreement for an additional three (3) year term, by written notice to
Manufacturer. This Agreement may otherwise be terminated as hereinafter
provided:
(i) Either party may immediately terminate this Agreement at any time if
the other party hereto breaches any material provision of this Agreement or
becomes insolvent or is adjudicated bankrupt which breach is not cured within
sixty (60) calendar days of receiving written notice of the breach.
(ii) Either party hereto may terminate this Agreement, without cause
upon giving to the other one hundred eighty days (180) calendar days prior
written notice. The Manufacturer, in accordance with the Agreement, will fulfill
any outstanding orders placed by Purchaser in place at the time of termination
or during the notice periods described in this Section 7(a).
b. Effect of Termination. In the event of termination as herein provided,
Manufacturer shall (i) upon the request of Purchaser, satisfy any outstanding
accepted purchase orders, (ii) upon the request of Purchaser, deliver any
outstanding Deliverables which are scheduled to be delivered within thirty (30)
days of such termination, and (iii) return to Purchaser all Product information,
software, firmware, drawings, test fixtures and test equipment Purchaser may
have supplied or paid for in connection with this Agreement as well as all
copies of the Documentation, Specifications and manufacturing process
documentation in Manufacturer's possession. In the event that Purchaser
terminates this Agreement pursuant to Section 7(a)(ii) hereof, Purchaser agrees
to compensate Manufacturer for its actual costs incurred prior to such
termination (i) in acquiring any long lead-time material, which was approved for
acquisition by Purchaser in writing, (ii) in accepting on-going purchase orders
from Manufacturer's subcontractors/third-party contractors, which expenses were
approved in writing by Purchaser, and (iii) for any work-in process or other
inventory relating to accepted purchase orders canceled by Purchaser in
accordance with the terms of Section 4(B)(v) hereof. Manufacturer will use its
best efforts to minimize any such expenses, however, in the event that Purchaser
is required to compensate
[***] CONFIDENTIAL TREATMENT REQUESTED
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Manufacturer under this Section, Purchaser shall be entitled to take title over
all inventory, components and Products for which it delivers compensation
hereunder.
Sections 3(c), 5(b), 5(c), 6, 7(b), 9, 12, 13, 14, 16, 18, 20, 21, 22 and 23 of
this Agreement shall survive the termination of this Agreement.
8. FORCE MAJEURE
Manufacturer will exercise every reasonable effort to meet any quoted or agreed
upon shipment date or dates. Manufacturer shall not, however, be liable for any
loss or damage, including consequential damages, due to delays or failure to
ship resulting from any cause beyond its reasonable control, such as, but not
limited to, securing necessary export licenses, compliance with government law
or regulation, acts of God, acts or omissions of the Purchaser, acts of civil or
military authority, judicial action, defaults of subcontractors or vendors,
labor disputes, failure or delays in transportation, embargoes, wars or riots,
or the inability of carriers to make scheduled deliveries. Notwithstanding the
foregoing, in the event that such condition extends for more than thirty (30)
calendar days, Purchaser or its third-party contractors may cancel any orders
pending with Manufacturer without penalty.
9. NO RIGHTS
Manufacturer agrees that it will not in any manner represent that it has
ownership of the trade name "Netro Corporation" or any other trade name or
trademark used by Purchaser to identify the Products or used in connection with
the Products. Manufacturer further agrees that it will not register or attempt
to register any such trade names or trademarks under the laws of any
jurisdiction, and will not at any time do, or cause to be done, any act or thing
contesting, or in any way impairing or tending to impair, any part of
Purchaser's right, title, and interest in such trade names or trademarks,
whether or not they are registered in the jurisdictions in which Manufacturer is
located or does business. Nothing in this Agreement shall be construed as
granting to Manufacturer or conferring on Manufacturer any rights by license or
otherwise to Purchaser's patent, trademark, copyright, know how or other
proprietary or confidential rights.
10. COMPUTER SOFTWARE
Any and all computer software delivered hereunder is and shall remain the sole
and exclusive property of Purchaser, or Purchaser's suppliers, and shall be held
in trust and confidence by the Manufacturer for Purchaser, or Purchaser's
suppliers. The Manufacturer shall have a non-exclusive license to use such
computer software solely in conjunction with the execution of Manufacturer's
obligations under this Agreement. The Manufacturer's license to use such
computer software shall terminate upon termination of this Agreement. All copies
of the software shall be returned to Purchaser upon termination of this
Agreement.
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11. NO WAIVER OF RIGHTS
A failure by one of the parties to this Agreement to assert its rights for or
upon any breach of this Agreement shall not be deemed a waiver of such rights,
nor shall any such waiver be implied from the acceptance of any payment. No
waiver in writing by one of the parties hereto, with respect to any right, shall
extend to or affect any subsequent breach, either of like or different kind, or
impair any right consequent thereon.
12. INDEMNIFICATION
a. Manufacturer shall defend, indemnify and hold harmless Purchaser and its
directors, officers, shareholders, employees and agents from any loss, cost
damage or expense including without limitation, attorney's fees incurred by
them, regardless of how caused if arising out of (i) any defect arising from the
manufacture, assembly or test of the Products procured by Purchaser from
Manufacturer hereunder, and (ii) the negligence of the employees, consultants or
authorized agents of Manufacturer. Manufacturer will not be required to provide
such defense and indemnification (i) if such loss was caused solely by the
negligence or willful misconduct of Purchaser, its employees, or its authorized
agents, (ii) if such loss was caused by no fault of Manufacturer, or (iii)
unless Purchaser notifies Manufacturer within a reasonable time of any such
claim, provides Manufacturer with sole control of the defense or settlement of
such claim and provides Manufacturer, with such reasonable assistance as
Manufacturer may request to assist it in defending or settling such claim.
b. Purchaser shall defend, indemnify and hold harmless Manufacturer and its
directors, officers, shareholders, employees and agents from any loss, cost
damage or expense including without limitation, attorney's fees incurred
regardless of how caused if arising out of (i) any improper information,
manufacturing process and any other material provided by Purchaser to
Manufacturer for the purpose of this Agreement, or (ii) a claim that the
Products, when manufactured in accordance with the Documentation and
Specifications provided by Purchaser to Manufacturer hereunder, infringe the
valid intellectual property rights of a third party unless such infringement
arises from (A) any modification of the Products by Manufacturer or any third
party in a way not approved in writing by Purchaser, or (B) the inclusion or use
of any technology, information or other material provided by Purchaser in the
Products. Purchaser will not be required to provide such defense and
indemnification (i) if such loss was caused solely by the negligence or willful
misconduct of Manufacturer, its employees, or its authorized agents, (ii) if
such loss was caused by no fault of Purchaser, or (iii) unless Manufacturer
notifies Purchaser within a reasonable time of any such claim, provides
Purchaser with sole control of the defense or settlement of such claim and
provides Purchaser, with such reasonable assistance as Purchaser may request to
assist it in defending or settling such claim.
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13. LIMITATION OF LIABILITY
Neither party nor its suppliers shall be liable for any indirect, incidental,
special, or consequential damages, including but not limited to, loss of profits
or revenue, or cost of substituted facilities, equipment or services which arise
out of performance or failure to perform any obligation contained within this
agreement, whether the claim is in contract, tort (including negligence), strict
liability or otherwise, even if such party has been advised of the possibility
of such damages.
Manufacturer or its suppliers shall not be liable for indirect, incidental,
special, or consequential damages and in no event shall the liability of the
Manufacturer arising in connection with any Products purchased under this
Agreement exceed the actual amount paid to Manufacturer for Products and
Deliverables hereunder.
14. NON COMPETE
a. During the term of this Agreement and for [***] following the termination
hereof, so long as (i) Manufacturer's total revenue from the Products ordered by
Purchaser and its third-party contractors under this Agreement (including the
deemed value of any engineering services provided hereunder) during calendar
year 1999 is greater than or equal to the greater of (A) [***] and (B) [***] of
Purchaser's Requirement of Products during such period, (ii) Manufacturer's
total revenue from the Products ordered by Purchaser and its third-party
contractors under this Agreement (including the deemed value of any engineering
services provided hereunder) during calendar year 2000 is greater than or equal
to the greater of (A) [***] and (B) [***] of Purchaser's Requirement of Products
during such period, and (iii) Manufacturer's total revenue from the Products
ordered by Purchaser and its third-party contractors under this Agreement
(including the deemed value of any engineering services provided hereunder)
during calendar year 2001 is greater than or equal to the greater of (A) [***]
and (B) [***] of Purchaser's Requirement of Products during such period;
Manufacturer and its affiliates agree that they will not directly or indirectly
provide products or services (excluding stand-alone, receive-only Low Noise
Block down converters for broadcast television services in the consumer
marketplace which are not designed to be integrated into the broad-band
point-to-multipoint microwave radios of any third party) to any third party,
including any affiliate of Manufacturer, with the effect of aiding the design or
manufacture of non-satellite, broad-band point-to-multipoint microwave radios in
the 10 to 42 GHz frequencies to a party other than the Purchaser.
Notwithstanding the foregoing, neither the dollar volume nor the percentage
purchase requirements for the maintenance will be necessary for the maintenance
of exclusivity if (1) Manufacturer has not qualified to release the Products
listed on Appendix E hereto within the timeframes listed thereon, or (2)
Manufacturer is failing to provide Products to Purchaser in accordance with the
delivery and quality requirements set forth in this Agreement and the
Documentation.
[***] CONFIDENTIAL TREATMENT REQUESTED
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b. For purposes of measuring the minimum dollar requirements of Section 14(a)
above, up to an aggregate of [***] worth of purchase orders and engineering
services requests placed prior to the end of a period, but which are not to be
delivered until subsequent periods may, at Purchaser's election, be included in
measuring such minimum quantities, provided that if such amounts are so included
in a period, such amounts will not be included in any subsequent periods. For
purposes of measuring the minimum percentage requirements described in Section
14(a) above, the numerator of such fraction will be the monetary value of all
cash, securities and other compensation (including for components and
engineering services) delivered to Manufacturer by Purchaser or its third party
contractors hereunder and the denominator of such fraction will be the
Purchaser's Requirement for Products. The term "Requirement for Products" shall
mean the dollar value (as measured by the price from Manufacturer to Purchaser)
of complete radios purchased by Purchaser from any source.
c. In the event that Manufacturer's quoted prices are not comparable to those
available to Purchaser from other parties on similar terms and conditions,
Manufacturer will work together with Purchaser in good faith to reach a mutually
acceptable prices.
15. PRODUCT CHANGES
Manufacturer understands and agrees that Purchaser from time to time may make
changes to the design and/or Specifications on any Product involved with this
Agreement. Changes will be documented and provided to Manufacturer via
Engineering Change Orders ("ECOs"). Each ECO will specify an effective date for
the change. Upon receipt of an ECO, Manufacturer shall review it and provide a
written response to Purchaser within five (5) working days stating any impact to
schedule or price. Manufacturer shall not implement any ECO which delays any
delivery schedule or increases price to the Purchaser without first obtaining
written authorization from Purchaser. Upon adoption of any ECO that has a
material impact on the price for a Product, Manufacturer will requote a firm
price for such Product in accordance with the provisions of Section 4(b)(ii)
hereof. Manufacturer may also propose engineering changes to Purchaser from time
to time, which Purchaser will evaluate in good faith, and convert to ECOs if
appropriate.
In the event that Purchaser develops new or replacement products which are
suitable for manufacture by Manufacturer, the parties will work together in good
faith to add such products to Appendix A hereto and have such products
manufactured and sold hereunder.
16. CONFIDENTIALITY
a. Confidential Information. Each party hereto agrees that (i) the
Specifications, (ii) the Documentation, (iii) the Deliverables, (iv) the
existence and terms of this Agreement, (v) any forecasts provided hereunder,
(vi) all information regarding number, quantity, and status of the Products, and
(vii) any other information disclosed by
[***] CONFIDENTIAL TREATMENT REQUESTED
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Purchaser to Manufacturer hereunder are the Confidential Information of
Purchaser and shall be governed by the terms of the Mutual Nondisclosure
Agreement between Purchaser and Manufacturer dated July 29, 1998 (the "NDA"),
which is incorporated by reference herein. The parties hereby agree that
notwithstanding the provisions of the NDA, such agreement shall prevail and
shall be in full force and effect during the term of this Agreement and for a
period of two (2) years following the expiration of this Agreement.
b. Publicity. Neither party shall make any public announcement or press release
regarding this Agreement or the relationship between the parties, or including
the name, tradename or trademarks of the other party without the prior written
consent of such party, which consent will not be unreasonably withheld.
17. ENTIRE AGREEMENT
This instrument including the referenced Appendices and the NDA constitutes the
entire Agreement relative to the establishment of the manufacturer relationship
between Purchaser and Manufacturer.
Purchaser may use its standard forms to issue purchase orders, specify
quantities, authorize prices, change schedules, modify specifications and
documentation or provide other notices as provided for in this Agreement. In the
event of any conflict, discrepancy or inconsistency between this Agreement and
any other document delivered exchanged between the parties with respect to the
subject matter hereof, the terms and conditions of this Agreement shall prevail
to the extent of such conflict, discrepancy or inconsistency.
18. NON-ASSIGNABLE
This Agreement may not be transferred or assigned in whole or in part by either
party without the prior written consent of the other party, provided however
that (i) the Purchaser may assign its right to purchase Products hereunder to
any third party who provides manufacturing or engineering services to Purchaser,
and (ii) the Purchaser may assign transfer and/or assign this agreement to any
third-party who acquires Purchaser by means of a merger or a purchase of all or
substantially all of the stock or assets of Purchaser, provided that the
assignee confirms its obligations under the terms and conditions of this
contract and such assignment is not prohibited by the laws of the United States
or Taiwan. Manufacturer will not sell any Products to any party other than
Purchaser or a party authorized in writing for such purchase by Purchaser.
19. NOTICES
All notices given pursuant to this Agreement shall be in the English language.
Notices shall be deemed effective on the day they are received by the other
party by certified or registered mail, return receipt requested, addressed to
the other party at the address
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NETRO
THE WIRELESS ATM COMPANY EXECUTION COPY
- --------------------------------------------------------------------------------
stated on the first page of this Agreement or at any superseding address so
notified hereunder.
20. SEVERABILITY OF PROVISIONS
The invalidity under applicable law, regulations, or other governmental
restrictions or prohibitions of any provisions of this Agreement shall not
affect the validity of any other provisions of this Agreement, and in the event
that any provision hereof be determined to be invalid or otherwise illegal, this
Agreement shall remain effective and shall be construed in accordance with its
terms as if the invalid or illegal provision were not contained herein.
21. GOVERNING LAW
This Agreement is deemed entered into in San Jose, California, and shall in all
respects be governed by and construed under the laws of the state of California
as such laws are applied to agreements between California residents entered into
and performed entirely within California. Any litigation or other dispute
resolution between the parties relating to this Agreement will take place in
Santa Clara County, California. This Agreement was prepared in English and all
monetary references herein are to U.S. Dollars. No translation of this Agreement
into any other language shall be of any force or effect in the interpretation of
this Agreement or in determination of the interests of either party hereto.
22. AUTHORITY
Purchaser and Manufacturer each represent to the other that it has due and
proper authority to make and perform all duties and obligations stipulated
herein and contemplated by this Agreement.
23. COMPLIANCE WITH LAWS
Each party agrees to comply with all applicable U.S. regulations with respect to
the manufacture and sale of the Products hereunder, including without
limitation, the Foreign Corrupt Practices Act and the Export Administration Act.
24. RIGHT OF ENTRY
Purchaser shall have the right to inspect the facilities of Manufacturer during
Manufacturer's normal business hours in order to conduct customer tours, inspect
manufacturing and other processes, and verify compliance with laws and quality
specifications hereunder, upon reasonable advance notice to Manufacturer.
25. EXECUTION
This Agreement may be executed in counterparts, each of which shall be
enforceable against the party or parties actually executing such counterparts,
and all of which
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NETRO
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- --------------------------------------------------------------------------------
together shall constitute one instrument. The parties may exchange executed
copies of this Agreement by facsimile, and any such facsimile signatures shall
be binding upon the party transmitting its signature. Any party providing a
facsimile signatures hereunder will, promptly following the Effective Date,
provide the other party hereto with an originally executed Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the day and year showed below.
NETRO CORPORATION MICROELECTRONICS TECHNOLOGY INC.
/s/ GIDEON BAN-EFRAIM /s/ PATRICK H. WANG
- ---------------------------------- -------------------------------------
Signature Signature
Date: 1/11/99 Date: 1/11/99
----------------------------- --------------------------------
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Appendix A
PRODUCTS AND PRICES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
26GHZ MIL-BLOCK 1,000 10,000
14555-XXXX $ [***] $ [***]
26GHZ AMPLIFIER 5,000 25,000
13805-XXXX $ [***] $ [***]
IFM 1-500 501-5000 5001-10000
---
13735-0000 $ [***] $ [***] $ [***]
RUC 1-500 501-5000 5001-10000
---
13900-0000 $ [***] $ [***] $ [***]
26GHZ RU 1-500 501-5000 5001-10000
--------
14559-0002 SRU $ [***] $ [***] $ [***]
14560-0001 BRU $ [***] $ [***] $ [***]
10GHZ RU 1-500 501-5000 5001-10000
13883-0002 SRU TBD TBD TBD
13883-0001 BRU TBD TBD TBD
39GHZ RU 1-500 501-5000 5001-10000
N/A TBD TBD TBD
N/A TBD TBD TBD
</TABLE>
- --------------------------------------------------------------------------------
[***] CONFIDENTIAL TREATMENT REQUESTED
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APPENDIX B
SPECIFICATIONS
1. 26Ghz Airstar Mil-Block 14605-0000 Test Procedure
2. 26Ghz Airstar Amplifiers 14112-0000 Test Procedure
3. 26Ghz Airstar RUC/PS 14290-0000 Test Procedure
4. 26Ghz Airstar IF Module 14606-0000 Test Procedure
A-2
<PAGE> 20
[APPENDIX B CONTINUED]
PRODUCT SPECIFICATION FOR AIRSTAR 26GHz AND 10GHz RADIOS NETRO
- --------------------------------------------------------------------------------
PRODUCT SPECIFICATION
AIRSTAR 26GHZ AND 10GHZ BASE STATION AND
SUBSCRIBER RADIO UNITS
EXCERPTED FROM SYSTEM FUNCTIONAL SPECIFICATION - REVISION: 0.6
ORIGINAL DATE: 15 DECEMBER, 1998
AUTHOR: DAMIAN DALGLIESH & III, LINDA XIAO
ALLAN EVANS & CINDY HILLERY
NOTICE
================================================================================
THIS DOCUMENT IS THE PROPERTY OF NETRO CORPORATION AND IS CONFIDENTIAL.
PUBLICATION, DUPLICATION, DISCLOSURE, OR USE FOR ANY PURPOSE NOT EXPRESSLY
AUTHORIZED BY NETRO CORPORATION IS PROHIBITED
================================================================================
<PAGE> 21
PRODUCT SPECIFICATION FOR AIRSTAR 26GHz AND 10GHz RADIOS NETRO
- --------------------------------------------------------------------------------
CONTENTS
<TABLE>
<S> <C> <C>
1 OVERVIEW.............................................................................1
1.1 Abstract......................................................................1
1.2 Generic System Specifications.................................................1
1.3 Mechanical and Packaging......................................................1
2 AIR INTERFACE........................................................................2
2.1 Frequency Plan................................................................2
2.1.1 ETSI Spectrum Mask.....................................................4
2.1.2 Interference Tolerance for 4 QAM.......................................4
2.1.3 Frequency Reuse Assumptions............................................5
2.1.4 Two-Frequency Arrangement..............................................5
2.1.5 Two-Frequency Arrangement Coverage.....................................6
2.2 Physical Layer................................................................6
2.2.1 System Gain Calculation................................................7
2.2.2 Range and Availability for 26GHz ETSI..................................7
2.2.3 Range and Availability for 10GHz ETSI..................................8
3 SYSTEM COMPONENTS...................................................................11
3.1 Base Radio Unit (BRU).......................................................11
3.1.1 Antenna Performance Characteristics...................................11
3.1.2 Radio Unit Performance Specifications.................................17
3.1.3 RSL Port..............................................................19
3.1.4 IF Interface..........................................................19
3.1.5 BRU Telemetry.........................................................20
3.2 Subscriber Radio Unit (SRU)..................................................20
3.2.1 Antenna Performance Specifications....................................21
3.2.2 Radio Unit Performance Characteristics................................25
3.2.3 Transmit Power Control................................................25
3.2.4 Mount.................................................................25
3.2.5 IF Interface..........................................................26
3.2.6 SRU Telemetry.........................................................26
4 PRODUCT COMPLIANCE..................................................................27
4.1 Reliability and Service Availability.........................................27
4.2 Safety and Protection Requirements...........................................27
4.3 Electromagnetic Compatibility Requirements...................................27
4.3.1 Radiated Emission.....................................................27
4.3.2 Conducted Emissions...................................................27
4.3.3 Radiated RF Immunity..................................................27
4.3.4 Conducted Immunity....................................................28
4.3.5 Electrostatic Discharge...............................................28
4.3.6 Regulatory and Safety Requirements....................................28
4.4 Standards....................................................................28
1.1.1 ATM Forum Documents...................................................28
</TABLE>
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PRODUCT SPECIFICATION FOR AIRSTAR 26GHz AND 10GHz RADIOS NETRO
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<TABLE>
<S> <C> <C>
1.1.2 IETF Documents........................................................28
1.1.3 Frame Relay Forum Documents...........................................28
1.1.4 ITU-T Documents.......................................................28
1.1.5 ETSI Documents........................................................29
</TABLE>
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PRODUCT SPECIFICATION FOR AIRSTAR 26GHz AND 10GHz RADIOS NETRO
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Figure 2-1 - ETSI Spectrum Mask 7MHz Channel.............................................4
Figure 2-2 - Bit Error Ratio (EB/NO, CIR 4-QAM)..........................................4
Figure 2-3 - Two-frequency square-cell reuse scheme......................................6
Figure 2-4 - Path Length & Fade Margin, CCIR Reg. E by Availability, 4 QAM...............7
Figure 2-5 - Path Length & Fade Margin, CCIR Reg. K by Availability, 4 QAM...............8
Figure 2-6 - Path Length & Fade Margin for 10 GHz, CCIR Region E, Vertical
Polarization by Availability and Channelization...........................................9
Figure 2-7 - Path Length & Fade Margin for 10 GHz, CCIR Region E, Horizontal
Polarization by Availability and Channelization...........................................9
Figure 2-8 - Path Length & Fade Margin for 10 GHz, CCIR Region H, Vertical
Polarization by Availability and Channelization..........................................10
Figure 2-9 - Path Length & Fade Margin for 10 GHz, CCIR Region H, Horizontal
Polarization by Availability and Channelization..........................................10
Figure 3-1 - BRU Simplified Block Diagram...............................................11
Figure 3-2 - Generic Sector Antenna Elevation Beam Pattern..............................12
Figure 3-3: ETSI 26 GHz 90 degrees Sector Antenna Azimuth Beam Pattern.................13
Figure 3-4: ETSI 28 GHz 45 degrees Sector Antenna Azimuth Beam Pattern.................14
Figure 3-5: Generic 10 GHz Sector Antenna Elevation Beam Pattern.......................15
Figure 3-6: 10 GHz 90 degrees Sector Antenna Azimuth Beam Pattern......................16
Figure 3-7 - Simplified Block Diagram of Subscriber Radio Unit..........................21
Figure 3-8 - 26 GHz SRU with Different Antennae.........................................22
Figure 3-9: 10 GHz SRU with Intgral Planar Antenna.....................................22
Figure 3-10 - ETSI 26 GHz Integral Antenna Beam Pattern..................................23
Figure 3-11 - ETSI 10 GHz Directional Antenna Beam Pattern...............................24
</TABLE>
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PRODUCT SPECIFICATION FOR AIRSTAR 26GHz AND 10GHz RADIOS NETRO
- --------------------------------------------------------------------------------
TABLES
<TABLE>
<S> <C> <C>
Table 1-1: Outdoor Equipment Operating Environmental Specifications........................1
Table 1-2: System Component Physical Specifications........................................1
Table 2-1: ETSI 26 GHz Band 14 MHz Channel Plan............................................2
Table 2-2: ETSI 10 GHz Channel Plan........................................................3
Table 2-3: Physical Layer Specifications...................................................6
Table 3-1: ETSI 26 GHz Generic Sector Antenna Specifications..............................12
Table 3-2: ETSI 26 GHz Sector Antenna Options.............................................12
Table 3-3: Generic Sector Antenna Elevation Specifications................................13
Table 3-4: ETSI 26GHz 90 degrees Sector Antenna Azimuth Beam Pattern......................13
Table 3-5: ETSI 26GHz 45 degrees Sector Antenna Azimuth Beam Pattern......................14
Table 3-6: ETSI 10 GHz Sector Antenna Generic Specifications..............................15
Table 3-7: 10 GHz Sector Antenna Options..................................................15
Table 3-8: Generic 10 GHz Sector Antenna Elevation Beam Pattern...........................16
Table 3-9: 10 GHz 90 degrees Sector Antenna Azimuth Beam Pattern..........................16
Table 3-10: Radio Unit Generic Performance Specifications.................................17
Table 3-11: ETSI 26GHz Radio Unit Performance Specifications..............................18
Table 3-12: ETSI 10GHz Radio Units Performance Specifications.............................19
Table 3-13: Radio Unit IF Interface Specifications........................................19
Table 3-14: Coaxial Cable Specification...................................................20
Table 3-15: Base Radio Unit Performance Statistics........................................20
Table 3-16: ETSI 26GHz Subscriber Antenna Options.........................................21
Table 3-17: ETSI 26 GHz Integral Antenna Specifications...................................22
Table 3-18: ETSI 26 GHz Integral Antenna Beam Pattern.....................................23
Table 3-19: Non-Integral Antenna Performance Specifications...............................24
Table 3-20: ETSI 10 GHz Antenna Performance Specifications................................24
</TABLE>
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<PAGE> 25
<TABLE>
<S> <C> <C>
Table 3-21: ETSI 10GHz Subscriber Antenna Beam Pattern....................................25
Table 3-22: Base Radio Unit Performance Statistics........................................26
Table 4-1: System Reliability.............................................................27
Table 4-2: Mean Time to Repair............................................................27
</TABLE>
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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1 OVERVIEW
1.1 ABSTRACT
This document describes the functions, features and performance required for the
26GHz and 10GHz Radio Units (BRU and SRU) of the AirStar product family. This
information is to be used by MTI during the manufacture of the BRU and SRU as
per the contract between Netro Corporation and MTI to ensure the product
manufactured by MTI meets Netro's required product specifications. Validation
and test coverage procedures are still in development and will be mutually
agreed at a later date.
1.2 GENERIC SYSTEM SPECIFICATIONS
The specifications for outdoor equipment are listed in the Table 1-1: Outdoor
Equipment Operating Environmental Specifications.
TABLE 1-1: OUTDOOR EQUIPMENT OPERATING ENVIRONMENTAL SPECIFICATIONS
<TABLE>
<CAPTION>
TYPE ITEM SPECIFICATIONS
---- ---- --------------
<S> <C> <C>
Storage Temperature -40 degrees C to +80 degrees C
Environmental Operating temperature -33 degrees C to +55 degrees C
Characteristics Wind loading Operational 145 km/hr
Survival 200 km/hr
Altitude 0 m to 4500 m
</TABLE>
1.3 MECHANICAL AND PACKAGING
TABLE 1-2: SYSTEM COMPONENT PHYSICAL SPECIFICATIONS
<TABLE>
<CAPTION>
SYSTEM DIMENSIONS (H X W X D) WEIGHT
------ ---------------------- ------
<S> <C> <C>
Base Radio Unit (BRU) - 26GHz 41 cm x 11 cm x 39 cm 6.0 kg
Base Radio Unit (BRU) - 10GHz 22 cm x 22 cm x 10 cm 9.0 kg
Subscriber Radio Unit (SRU) - 26 GHz 30.4 cm x 16 cm x 20 cm 6.0 kg
Subscriber Radio Unit (SRU) - 10GHz 22 cm x 22 cm x 10 cm 9.0 kg
</TABLE>
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<PAGE> 27
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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2 AIR INTERFACE
2.1 FREQUENCY PLAN
The AirStar Release 2.0 will be operated in either the 10 GHz or 26 GHz ETSI
frequency plan. The AirStar system now supports the ETSI 26 GHz band 24.5GHz to
26.5GHz with T/R spacing of 1008MHz, 7MHz of step size, supporting 7 MHz or 14
MHz channels.
TABLE 2-1: ETSI 26GHZ BAND 14MHZ CHANNEL PLAN
<TABLE>
<CAPTION>
CHANNEL DOWNSTREAM UPSTREAM CHANNEL DOWNSTREAM UPSTREAM CHANNEL DOWNSTREAM UPSTREAM
MHZ MHZ MHZ MHZ MHZ MHZ
------- ---------- -------- ------- ---------- -------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 24556 25564 12 27410 25718 23 24864 25872
2 24570 25578 13 24724 25732 24 24878 25886
3 24584 25594 14 24738 25746 25 24892 25900
4 24598 25606 15 24752 25760 26 2496 25914
5 24612 25620 16 24766 25774 27 24920 25928
6 24626 25634 17 24780 25788 28 24934 25942
7 24640 25648 18 24794 25802 29 24948 25956
8 24654 25662 19 24808 25816 30 24962 25970
9 24668 25676 20 24822 25830 31 24976 25984
10 24682 25690 21 24836 25844 32 24990 25998
11 24696 25704 22 24850 25858
</TABLE>
The associated channel plan for the lower half of the band is listed in Table
2-1: ETSI 26 GHz Band 14 MHz Channel Plan. The table assumes that base station
uses the lower duplex frequency for transmit, although this does not need to be
the case. In some regions, the upper half of the band may be also used, which is
not illustrated here.
The ETSI 26GHz band is divided into four bands each corresponding to a unique
radio unit model:
- - Band 1 (downstream 1): 24.5525 - 24.9935GHz
- - Band 3 (downstream 2): 25.0005 - 25.4415GHz
- - Band 2 (upstream 1): 25.5605 - 26.0015GHz
- - Band 4 (upstream 2): 26.0085 - 26.4495GHz
With Release 2, the AirStar system supports the ETSI 10 GHz frequency plan in
the range 10.15GHz to 10.65GHz, with a T/R spacing of 350MHz and 3.5MHz of step
size. The system will be capable of supporting 7 MHz or 14 MHz channels. The
associated channel plans for each of the channels are listed below. The AirStar
system is configured that the lower duplex frequency is used for Base Station
transmit, higher duplex frequency is used for Base Station receive. Vice verse
for Subscriber terminals. The center frequencies are in Table 2-2: ETSI 10 GHz
Channel Plan.
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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TABLE 2-2: ETSI 10 GHZ CHANNEL PLAN
<TABLE>
<CAPTION>
CHANNEL 7 MHZ DOWNSTREAM 7 MHZ UPSTREAM 14 MHZ DOWNSTREAM 14 MHZ UPSTREAM
------- ---------------- -------------- ----------------- ---------------
<S> <C> <C> <C> <C>
1 10157.5 10507.5 10161 10511
2 10164.5 10514.5 10175 10525
3 10171.5 10521.5 10189 10539
4 10178.5 10528.5 10203 10553
5 10185.5 10535.5 10217 10567
6 10192.5 10542.5 10231 10581
7 10199.5 10549.5 10245 10595
8 10206.5 10556.5 10259 10609
9 10213.5 10563.5 10273 10623
10 10220.5 10570.5 10287 10637
11 10227.5 10577.5
12 10234.5 10584.5
13 10241.5 10591.5
14 10248.5 10598.5
15 10255.5 10605.5
16 10262.5 10612.5
17 10269.5 10619.5
18 10276.5 10626.5
19 10283.5 10633.5
20 10290.5 10640.5
</TABLE>
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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2.1.1 ETSI SPECTRUM MASK
ETSI SPECTRUM MASKS
[Graph]
FIGURE 2-1 - ESI SPECTRUM MASK 7MHZ CHANNEL
For the 10GHz and 26GHz ETSI version, the product has been designed to comply
with the ETSI spectrum mask defined below.
2.1.2 INTERFERENCE TOLERANCE FOR 4QAM
[Graph Redacted - Confidential Treatment Requested]
FIGURE 2-2 - BIT ERROR RATIO (EB/NO, CIR, 4-QAM)
The values in Figure 2-2 - Bit Error Ratio (Eb/No, CIR, 4-QAM) are based on
extensive forward error correction. As stated earlier the AirStar system uses
[***], which is used in the upstream transmission. Without [***], the
[***] effect could be disastrous. The analysis below refers to the upstream
direction because it is has less
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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FEC overhead than the downstream direction. In the downstream t=7 thus the
error performance is slightly better.
The degradation for [***] and [***]s tolerable because these values are well
within the link rain-fade margins. One view is that these are lost margins that
affect the link availability for subscriber terminals located in an interference
zone. But this view is too pessimistic. Rain attenuation in linear unit's
increases nearly exponentially with distance. Therefor, in a rainstorm the
interference source is attenuated much more than the local source and no
significant margin is lost.
At [***] the degradation is beyond acceptable performance. Therefore, a
suitable frequency reuse scheme will exclude coverage for areas with CIR
below [***].
2.1.3 Frequency Reuse Assumptions
1. The base stations use directional (sectorial) antennas with front-to-back
of at least 20 dB, antenna pattern per ETSI specs (worst case).
2. The subscriber terminals use directional antennas with front-to-back ratio
of at least 20 dB.
3. Each sector transmits in one frequency. If two or more channels are
aggregated in one sector, they are considered one frequency band for this
analysis. Specifically, if four 7 MHz channels are in use, a two-frequency
reuse scheme allows to group channels (1,2) as frequency f1 and channels
(3,4) as f2.
4. Cross polarization is not included. This degree of freedom is additional
to this analysis and can be added to double the capacity, however
horizontal polarization will have a shorter range then vertical
polarization caused by rain attenuation.
5. The transmission is full duplex, Frequency division duplex (FDD). All base
stations transmit in the same frequency band.
6. 4-QAM modulation with strong FEC, such as BCH, [***] block.
7. All terminals have line of sight to their base station.
8. The areas is a perfect plane where all base stations are visible (a worst
case for interference).
9. Any receiver can reject adjacent channels to a negligible interference. A
[***] dB rejection is sufficient for most situations discussed below.
10. Free space attenuation law (inverse Square of distance).
2.1.4 Two-Frequency Arrangement
A two-frequency arrangement can be assembled by a square cell shape or by
hexagonal shape. An example of a square arrangement is shown in Figure 2-3 -
Two-frequency square-cell reuse scheme.
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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[Graphic]
FIGURE 2-3 - TWO-FREQUENCY SQUARE-CELL REUSE SCHEME
2.1.5 TWO-FREQUENCY ARRANGEMENT COVERAGE
Based on the assumptions above and the AirStar system elements analysis of
coverage of a two-frequency square pattern has shown that about [***]% of
subscribers can have good CIR with the 125 mm subscriber antenna. A large, 390mm
antenna increases CIR-limited coverage to virtually [***]%. This performance is
due to the following key enabling features.
- - Interference-tolerant 4-QAM modulation
- - Directional subscriber terminal antennas
- - Sector antennas width with fast roll-off
- - A special square-zone reuse geometry
- - Extensive Forward Error Correction
2.2 PHYSICAL LAYER
The specifications for the physical layer of the air interface are given in
Table 2-3
TABLE 2-3: PHYSICAL LAYER SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER VALUE
--------- -----
<S> <C>
Spectral Shape [***]
Symbol Rate [***] Mbaud (7 MHz Channel)
[***] Mbaud (14 MHz Channel)
Modulation 4 QAM
Raw Bit Rate: [***] Mbps (7 MHz)
[***] Mbps (14 MHz)
C/N for [***] BER [***] dB, Typical
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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2.2.1 SYSTEM GAIN CALCULATION
System gain is sum of transmit power output and receive sensitivity.
The system gain for ETSI 26 GHz will be [***] dB and [***] dB for 7 and 14 MHz
channelization, respectively.
The system gain for ETSI 10 GHz will be [***] dB and [***] dB for 7 and 14 MHz
channelization, respectively.
2.2.2 RANGE AND AVAILABILITY FOR 26GHZ ETSI
An indication of the potential range (cell size) at different availability
levels and in different climate zones is illustrated in the path length and fade
margin curves below. CCIR regions E and K are presented with 99.99%, 99.997% and
99.999% climatic availability. The graphs are created based on 90 degree ([***]
dBi) Base Station antenna with the integral subscriber antenna.
LINK CURVE, 26GHZ, 4QAM, [***]DB NF, [***]DBM,
CCIR `E', VERTICAL POLARIZATION, [***]DBM THRESHOLD
[Graph Redacted-Confidential Treatment Requested]
FIGURE 2-4 PATH LENGTH & FADE MARGIN, CCIR REG. E BY AVAILABILITY, 4-QAM
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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LINK CURVE, 26GHZ, 4E1 QPSK, [***]DB NF, [***]DBM,
CCIR `K', VERTICAL POLARIZATION, [***]DBM THRESHOLD
[Graph Redacted-Confidential Treatment Requested]
FIGURE 2-5 - PATH LENGTH & FADE MARGIN, CCIR REG. K BY AVAILABILITY, 4-QAM
2.2.3 RANGE AND AVAILABILITY FOR 10GHZ ETSI
An indication of the potential range (cell size) at different availability
levels and in different climate zones is illustrated in the path length and fade
margin curves below. CCIR regions E, and H are presented with 99.97%, 99.99% and
99.997% climatic availability. The graphs have been created based on 90 degree
([***] dBi) Base Station antennas with integral planar antennae.
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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[Graph Redacted-Confidential Treatment Requested]
FIGURE 2-6 - PATH LENGTH & FADE MARGIN FOR 10 GHZ, CCIR REGION E, VERTICAL
POLARIZATION BY AVAILABILITY AND CHANNELIZATION
[Graph Redacted-Confidential Treatment Requested]
FIGURE 2-7 - PATH LENGTH & FADE MARGIN FOR 10 GHZ, CCIR REGION POLARIZATION BY
AVAILABILITY AND CHANNELIZATION
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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[Graph Redacted-Confidential Treatment Requested]
FIGURE 2-8 - PATH LENGTH & FADE MARGIN FOR 10 GHZ, CCIR REGION H,
VERTICAL POLARIZATION BY AVAILABILITY AND CHANNELIZATION
[Graph Redacted-Confidential Treatment Requested]
FIGURE 2-9 - PATH LENGTH & FADE MARGIN FOR 10 GHZ, CCIR REGION H,
POLARIZATION BY AVAILABILITY AND CHANNELIZATION
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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3 SYSTEM COMPONENTS
3.1 Base Radio Unite (BRU)
The BRU is an outdoor unit, which includes radio frequency (RF) transmitter and
receiver, as well as a sectorized integral antenna. It utilizes a frequency
diplexing technique which allows transmit and receive to share the same
antenna. The main function of a BRU is to interface with the BMU/BMM and
perform RF up and down conversion from and to an intermediate frequency (IF).
The integral antenna is field replaceable under certain technical instructions.
Figure 3-1 illustrates a simplified system block diagram of the BRU. The
diagram aims to identify the key modules within the BRU.
[Diagram Redacted-Confidential Treatment Requested]
ANT = Integral Planar Antenna
HPA = High Power Amplifier
DIPL = [***]
IF up = [***]
IF do = [***]
TEL = Telemetry
MUX = IF Multiplexer
Figure 3-1 - BRU Simplified Block Diagram
3.1.1. Antenna Performance Characteristics
3.1.1.1 Base Station Antenna Sectorization Options
Horn antennas are used for sectorized base station antennas in ETS 26GHz band.
Planar antenna design is selected for 10GHz ETSI band.
3.1.1.2 Antenna Performance - 26 GHz
The BRU horn antenna interfaces to the front face of each BRU. The antenna is
available with various cell coverage patterns (detailed below). The antenna
includes a weather protection radome.
[***] Confidential Treatment Requested
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-1: ETSI 26 GHZ GENERIC SECTOR ANTENNA SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER MINIMUM MAXIMUM UNITS
- --------- ------- ------- -----
<S> <C> <C> <C>
Frequency 24.50 26.50 GHz
Elevation pattern [***] Degrees @ [***]dB
Return loss [***] dB
Cross polar discrimination [***] dB
</TABLE>
TABLE 3-2: ETSI 26 GHZ SECTOR ANTENNA OPTIONS
<TABLE>
<CAPTION>
GAIN (DBI)
---------------------------
MODEL NUMBER POLARIZATION AZIMUTH PATTERN MINIMUM MAXIMUM
- ------------ ------------ --------------- ------- -------
<S> <C> <C> <C> <C>
BRU-E-2601-02 Vertical 90 degrees [***] [***]
BRU-E-2602-02 Vertical 45 degrees [***] [***]
</TABLE>
SECTOR ANTENNA RPE - ELEVATION
[Graph Redacted - Confidential Treatment Requested]
FIGURE 3-2- GENERIC SECTOR ANTENNA ELEVATION BEAM PATTERN
[***] CONFIDENTIAL TREATMENT REQUESTED
-12-
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-3: GENERIC SECTOR ANTENNA ELEVATION SPECIFICATIONS
<TABLE>
<CAPTION>
CO POLAR CROSS POLAR
------------------------------------- ------------------------------------
ANGLE (DEGREE) GAIN (DBI) ANGLE (DEGREE) GAIN (DBI)
-------------- ---------- -------------- ----------
<S> <C> <C> <C>
0 [***] 0 [***]
6 [***] 15 [***]
15 [***] 45 [***]
90 [***] 180 [***]
110 [***]
180 [***]
</TABLE>
Sector antenna 90 degrees RPE Azimuth
[Graph Redacted - Confidential Treatment Requested]
FIGURE 3-3: ETSI 26 GHZ 90 degrees SECTOR ANTENNA AZIMUTH BEAM PATTERN
TABLE 3-4: ETSI 26 GHZ 90 degrees SECTOR ANTENNA AZIMUTH BEAM PATTERN
<TABLE>
<CAPTION>
CO POLAR CROSS POLAR
------------------------------------- ------------------------------------
ANGLE (DEGREE) GAIN (DBI) ANGLE (DEGREE) GAIN (DBI)
-------------- ---------- -------------- ----------
<S> <C> <C> <C>
0 [***] 0 [***]
50 [***] 45 [***]
60 [***] 60 [***]
75 [***] 95 [***]
110 [***] 100 [***]
140 [***] 180 [***]
180 [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
Sector antenna 45 degrees RPE - Azimuth
[Graph Redacted-Confidential Treatment Requested]
FIGURE 3-4: ETSI 26 GHZ 45 degrees SECTOR ANTENNA AZIMUTH BEAM PATTERN
TABLE 3-5: ETSI 26 GHZ 45 degrees SECTOR ANTENNA AZIMUTH BEAM PATTERN
<TABLE>
<CAPTION>
CO POLAR CROSS POLAR
------------------------------------- ------------------------------------
ANGLE (DEGREE) GAIN (DBI) ANGLE (DEGREE) GAIN (DBI)
-------------- ---------- -------------- ----------
<S> <C> <C> <C>
0 [***] 0 [***]
27.5 [***] 22.5 [***]
37.5 [***] 32 [***]
50 [***] 90 [***]
110 [***] 100 [***]
140 [***] 180 [***]
180 [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
3.1.1.3 ANTENNA PERFORMANCE - 10 GHZ
TABLE 3-6: ETSI 26 GHZ SECTOR ANTENNA SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER MINIMUM MAXIMUM UNITS
--------- ------- ------- -----
<S> <C> <C> <C>
Frequency 10.15 10.65 GHz
Elevation pattern [***] Degrees @ [***]dB
Return loss [***] dB
Cross polar discrimination [***] dB
</TABLE>
TABLE 3-7: 10 GHZ SECTOR ANTENNA OPTIONS
<TABLE>
<CAPTION>
GAIN (DBI)
AZIMUTH PATTERN ------------------------
MODEL NUMBER POLARIZATION (DEGREES) MINIMUM MAXIMUM
------------ ------------ --------- ------- -------
<S> <C> <C> <C> <C>
BRU-E-1001-02 Vertical 90 degrees [***] [***]
BRU-E-1008-02 Horizontal 90 degrees [***] [***]
</TABLE>
[Graph Redacted-Confidential Treatment Requested]
FIGURE 3-5: GENERIC 10 GHZ SECTOR ANTENNA ELEVATION BEAM PATTERN
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-8: GENERIC 10 GHZ SECTOR ANTENNA ELEVATION BEAM PATTERN
<TABLE>
<CAPTION>
CO POLAR CROSS POLAR
------------------------------------- ------------------------------------
ANGLE (DEGREE) GAIN (DBI) ANGLE (DEGREE) GAIN (DBI)
-------------- ---------- -------------- ----------
<S> <C> <C> <C>
0 [***] 0 [***]
10 [***] 10 [***]
15 [***] 15 [***]
45 [***] 180 [***]
90 [***] [***]
180 [***]
</TABLE>
[Graph Redacted - Confidential Treatment Requested]
FIGURE 3-6: 10 GHZ 90 degrees SECTOR ANTENNA AZIMUTH BEAM PATTERN
TABLE 3-9: 10 GHZ 90 degrees SECTOR ANTENNA AZIMUTH BEAM PATTERN
<TABLE>
<CAPTION>
CO POLAR CROSS POLAR
------------------------------------- ------------------------------------
ANGLE (DEGREE) GAIN (DBI) ANGLE (DEGREE) GAIN (DBI)
-------------- ---------- -------------- ----------
<S> <C> <C> <C>
0 [***] 0 [***]
50 [***] 50 [***]
76.5 [***] 80 [***]
121.5 [***] 180 [***]
140 [***]
180 [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 42
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
3.1.2 RADIO UNIT PERFORMANCE SPECIFICATIONS
3.1.2.1 GENERIC RADIO UNIT PERFORMANCE SPECIFICATIONS
Radio Unit performance specifications common to all units are shown in Table
3-10: Radio Unit Generic Performance Specifications
TABLE 3-10: RADIO UNIT GENERIC PERFORMANCE SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER VALUE NOTE
--------- ----- ----
<S> <C> <C>
Input level range [***] to [***] dBm (Noise floor)
Damage input level [***] dBm min
[***]dB compression [***] dBm min
Input [***] [***] dBm min
Image rejection [***]dB
Spurious <21.2GHz -60 dBm max
Spurious >21.2GHz -30 dBm max
1st adjacent selectivity [***] dBc min
2nd adjacent selectivity [***] dBc min
Wind Loading 145 km/hr, Operational Gusts or sustained
200 km/hr, Survival
</TABLE>
3.1.2.2 ETSI 26 GHZ RADIO UNITS PERFORMANCE SPECIFICATIONS
The ETSI 26GHz radio units performance specifications are shown in Table 3-11:
ETSI 26GHz Radio Unit Performance Specifications
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 43
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-11: ETSI 26GHZ RADIO UNIT PERFORMANCE SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER VALUE NOTE
--------- ----- ----
<S> <C> <C>
Operating Frequency 24.5 to 26.5 GHz
Transmit/Receive Spacing 1008 MHz
Tuning Range 448 MHz
Tuning Step Size 7 MHz
Channel Bandwidth 7, 14 MHz Software
configurable
Transmit Power [***] dBm Typical, 4QAM Min.
[***] dBm
Transmit Power Control Dynamic Range 48dB
Noise Figure [***] dB Typical
[***] dB Max.
Receiver Sensitivity, 10-6 BER [***] dBm Typical
7 MHz 4QAM [***] dBm Max.
14 MHz 4QAM [***] dBm Typical
[***] dBm Max.
</TABLE>
3.1.2.3 ETSI 10 GHZ RADIO UNITS PERFORMANCE SPECIFICATIONS
The ETSI 10GHz radio units performance specifications are shown in Table 3-12.
[***] CONFIDENTIAL TREATMENT REQUESTED
-18-
<PAGE> 44
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-12: ETSI 10GHZ RADIO UNITS PERFORMANCE SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER VALUE NOTE
--------- ----- ----
<S> <C> <C>
Operating Frequency 10.15 to 10.65 GHz
Transmit/Receive Spacing 350 MHz
Tuning Range 140 MHz
Tuning Step Size 3.5 MHz
Channel Bandwidth 7, 14 MHz Software
configurable
Transmit Power [***] dBm Typical, 4QAM Min.
[***] dBm
Transmit Power Control Dynamic Range 46 dB
Noise Figure [***] dB Typical
[***] dB Max.
Receiver Sensitivity, 10-6 BER [***] dBm Typical
7 MHz 4QAM [***] dBm Max.
14 MHz 4QAM [***] dBm Typical
[***] dBm Max.
</TABLE>
3.1.3 RSL PORT
The SRU includes a Receive Signal Level (RSL) port, which is a BNC connector
that provides DC-level indication of RSL for radio adjustment.
3.1.4 IF INTERFACE
A single coax cable carries the transmit IF, receiver IF, up link telemetry,
down link telemetry, RF reference and DC power. The specification for the
signals on the IF interface are summarized in Table 3-13.
TABLE 3.13: RADIO UNIT IF INTERFACE SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER MAXIMUM MINIMUM UNITS
--------- ------- ------- -----
<S> <C> <C> <C>
Power feed (output) [***] [***] VDC
Up link telemetry [***] [***] dBm, FSK, 5.5MHz
Down link telemetry [***] [***] dBm, FSK, 10.7MHz
Reference signal [***] [***] dBm, 14.0MHz
Receiver IF [***] [***] dBm, 140MHz
Transmitter IF [***] [***] dBm, 350MHz
Cable AGC Dynamic Range [***] dB
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 45
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
The BRU and BMM IF interfaces are [***] Ohm TNC connectors. The BRU has an AGC
circuit on the IF interface to normalize the IF signals and overcome cable loss
due to varying lengths. Based on the cable AGC dynamic range, the IF cable type
can be employed based on the length requirement, for example LMR240 for less
than [***] meter and LMR400 for less than [***] meters.
Use only coaxial cable that meets the specifications in the Table below.
TABLE 3-14: COAXIAL CABLE SPECIFICATION
<TABLE>
<CAPTION>
PARAMETER SPECIFICATION
--------- -------------
<S> <C>
Loss at 350 MHz [***] dB maximum
Loop resistance (inner plus outer) [***] Ohms maximum
Impedance [***] Ohms nominal
Return loss at 140 MHz [***] dB minimum
Return loss at 350 MHz [***] dB minimum
Screen coverage 100%
</TABLE>
An undamaged, unconnected coaxial cable should have a very high resistance
between center and ground. Cables reading less than 10MOhms should be carefully
inspected for water ingress or connector corrosion.
3.1.5 BRU TELEMETRY
TABLE 3-15: BASE RADIO UNIT PERFORMANCE STATISTICS
<TABLE>
<CAPTION>
STATISTIC DESCRIPTION
--------- -----------
<S> <C>
RU RSL [***]
RU Transmit Power [***]
RU Temperature [***]
RU Transmit Output Detector [***] to [***] dBm (10 GHz only)
</TABLE>
3.2 SUBSCRIBER RADIO UNIT (SRU)
The SRU is a compact outdoor unit, which includes radio frequency (RF)
transmitter and receiver, as well as an integral antenna. For certain
applications an optional non-integral antennae can be used to increase the link
performance. The SRU utilizes a frequency diplexer, which allows transmitter and
receiver to share the same antenna unit.
The main function of an SRU is to provide a link to the BRU and to interface
with SAS at an intermediate frequency (IF).
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 46
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
[Diagram Redacted - CONFIDENTIAL TREATMENT REQUESTED]
ANT = Integral Planar Antenna
HPA = High Power Amplifier
DIPL = [***]
IF up = [***]
IF do = [***]
TEL = Telemetry
MUX = IF Multiplexer
FIGURE 3-7 - SIMPLIFIED BLOCK DIAGRAM OF SUBSCRIBER RADIO UNIT
The SRU in the standard configuration is a compact integrated transceiver as
illustrated by Figure 3-7 above
3.2.1 ANTENNA PERFORMANCE SPECIFICATIONS
3.2.1.1 26 GHZ SRU ANTENNA GAIN
The ETSI 26 GHz subscriber terminal supports an integral 125 mm antenna, or
external 390 mm or 650 mm parabolic antenna listed in Table 3-16: ETSI 26 GHz
Subscriber Antenna Options.
<TABLE>
<CAPTION>
ANTENNA TYPE CONFIGURATION SIZE
------------ ------------- ----
<S> <C> <C>
Integral Antenna Lens-corrected horn 125 mm
Non-integral Antenna Parabolic 390 mm
Non-integral Antenna Parabolic 650 mm
</TABLE>
TABLE 3-16: ETSI 26 GHZ SUBSCRIBER ANTENNA OPTIONS
- - For the integral SRU, a 125mm lens-corrected horn antenna is used, which
provides 28dBi (nominal) in 26GHz band. If a larger higher gain non-integral
antenna is required 1-foot (390mm) or 2-foot (650mm) antennae can be
provided.
Figure 3-8 - 26 GHz SRU with Different Antennae illustrates SRU with integral
antenna and 1-foot non-integral antenna.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 47
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
[Pictures]
SRU with integral Antenna SRU with 1-foot Non-integral Antenna
FIGURE 3-8 - 26 GHZ SRU WITH DIFFERENT ANTENNAE
3.2.1.2 10 GHZ SUBSCRIBER TERMINAL ANTENNA
The ETSI 10 GHz subscriber terminal supports an integral planar antenna capable
of 25 dBi of gain, nominal, 24 dBi minimum.
[Picture]
FIGURE 3-9: 10GHZ SRU WITH INTEGRAL PLANAR ANTENNA
3.2.1.3 SUBSCRIBER ANTENNA PROTECTION
The antenna is enclosed with the radio unit. An antenna radome is designed to be
hydrophobic to repel liquid water droplets and to minimize the accumulation of
snow and ice.
3.2.1.4 ETSI 26 GHZ INTEGRAL ANTENNA
The 26 GHz integral antenna in the standard SRU is a high performance lens
corrected horn antenna. The antenna diameter is 125mm. It is characterized in
Table 3-17.
TABLE 3-17: ETSI 26 GHZ INTEGRAL ANTENNA SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER VALUE NOTES
- --------- ----- -----
<S> <C> <C>
Configuration Len-corrected horn
Diameter 125 mm
Frequency 24.50 to 26.50 GHz
Gain (nominal) 28 dBi Min.
Beamwidth, [***] 3 dB 8 Degrees, Max.
Return loss [***] dB Min.
Cross polar discrimination [***] dB Min.
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
Directional Antenna RPE
[Graph Redacted - Confidential Treatment Requested]
FIGURE 3-10- ETSI 26 GHZ INTEGRAL ANTENNA BEAM PATTERN
TABLE 3-18: ETSI 26 GHZ INTEGRAL ANTENNA BEAM PATTERN
<TABLE>
<CAPTION>
ANGLE (DEGREE) CO-POLAR (DBI) CROSS-POLAR (DBI)
-------------- -------------- -----------------
<S> <C> <C>
-180 [***] [***]
-130 [***] [***]
-90 [***] [***]
-15 [***] [***]
-10 [***] [***]
-5 [***] [***]
0 [***] [***]
5 [***] [***]
10 [***] [***]
15 [***] [***]
90 [***] [***]
130 [***] [***]
180 [***] [***]
</TABLE>
3.2.1.5 ETSI 26 GHZ NON-INTEGRAL ANTENNA OPTIONS
The optional antennas are standard ETSI and FCC approved high gain antennas used
extensively in the point to point market place. They are nominally 1ft (390mm)
and 2ft (650mm) diameters and have the characteristics detailed below.
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-19: NON-INTEGRAL ANTENNA PERFORMANCE SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER 1-FT 2-FT UNITS
--------- ---- ---- -----
<S> <C> <C> <C>
Frequency 24.5 to 26.5 24.5 to 26.5 GHz
Gain (nominal) 35 41 dBi
Beamwidth 3 (nom) 2 (nom) Degrees @ [***]dB
Return loss [***] [***] dB
Cross polar discrimination [***] [***] dB
</TABLE>
3.2.1.6 ETSI 10 GHZ INTEGRAL ANTENNA
The integral antenna in the standard 10GHz SRU is a high performance planar
antenna. The frontal aspect dimensions are 220mm x 220mm. It is characterized by
the data presented below.
TABLE 3-20: ETSI 10 GHZ ANTENNA PERFORMANCE SPECIFICATIONS
<TABLE>
<CAPTION>
PARAMETER VALUE NOTES
--------- ----- -----
<S> <C> <C>
Frequency 10.15 - 10.65 GHz
Gain [***] dBi Nominal
Beamwidth, 3 dB 8 degrees Min.
Return loss [***] dB
Cross polar discrimination [***] dB
</TABLE>
[Graph Redacted-Confidential Treatment Requested]
FIGURE 3-11: ETSI 10GHZ DIRECTIONAL ANTENNA BEAM PATTERN
[***] CONFIDENTIAL TREATMENT REQUESTED
-24-
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
TABLE 3-21: ETSI 10 GHZ SUBSCRIBER ANTENNA BEAM PATTERN
<TABLE>
<CAPTION>
CO-POLAR CROSS-POLAR
----------------------------------- -----------------------------
ANGLE (DEGREE) GAIN (DBR) ANGLE (DEGREE) GAIN (DBR)
-------------- ---------- -------------- ----------
<S> <C> <C> <C>
-180 [***] -180 [***]
-150 [***] -100 [***]
-90 [***] -90 [***]
-15 [***] 0 [***]
-5 [***] 90 [***]
0 [***] 100 [***]
5 [***] 180 [***]
15 [***]
90 [***]
150 [***]
180 [***]
</TABLE>
3.2.2 RADIO UNIT PERFORMANCE CHARACTERISTICS
The same radio unit is used in the SRU as in the BRU with different packaging.
The subscriber radio units conform to the same generic radio unit specifications
summarized in Table 3-10. The ETSI 26 GHz SRU conforms to the same
specifications in Table 3-11. The ETSI 10 GHz SRU conforms to the same
specifications in Table 3-12.
3.2.3 TRANSMIT POWER CONTROL
The subscriber radio unit transmit power is controlled in a closed loop manner
via feedback from the BSC to the SAS in the CellMAC overhead, so that all
subscriber transmissions arrive at the base station at the same power level
regardless of range or rain fade conditions. The SRU transmit power shall be
dynamically controlled over the specified range in [***] dB increments with an
accuracy of [***] dB via CellMAC.
3.2.4 MOUNT
The mount is different for the antenna options as described below.
3.2.4.1 WIND LOADING
The SRU and mounts are designed to operate under wind gusts or sustained loads
of up to 145 km/hr, and survive up to 200 km/hr.
3.2.4.2 INTEGRAL ANTENNA MOUNT
The mechanical interface for the 26 GHz is a two-bolt attachment to the SRU
support cradle. The SRU cradle mounts to the outside wall or other mounting
surface at the subscriber premises.
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
For the 10GHz system the mechanical interface is a one bolt attachment to the
SRU support cradle. The SRU cradle mounts to the outside wall or other mounting
surface at the subscriber premises. The mounting is intended to be low cost and
simple to install in common with a high volume subscriber application. Panning
in both azimuth and elevation is catered for, with a simple locking mechanism.
3.2.4.3 NON-INTEGRAL 26 GHZ ANTENNA MOUNT
The antenna is connected to a pole mount and the SRU is connected to the
antenna. This allows the radio transceiver to be removed without the need to
realign the antenna. The mounting system uses a waveguide flange and quick
release mounts, as is standard in the point to point area.
3.2.5 IF INTERFACE
The SAS-SRU IF interface is identical to the BRU-BMM IF interface.
3.2.6 SRU TELEMETRY
TABLE 3-22: BASE RADIO UNIT PERFORMANCE STATISTICS
<TABLE>
<CAPTION>
STATISTIC DESCRIPTION
--------- -----------
<S> <C>
RU RSL [***]
RU Transmit Power [***]
RU Temperature [***]
RU Transmit Output Detector [***] to [***] dBm
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
4 PRODUCT COMPLIANCE
4.1 RELIABILITY AND SERVICE AVAILABILITY
The MTBF specifications of the AirStar system components are listed in the Table
4-1: System Reliability. The MTBF values were calculated according to Bellcore
V5, Basic Calculation Mode, Method 1, Case 3.
TABLE 4-1: SYSTEM RELIABILITY
<TABLE>
<CAPTION>
SYSTEM COMPONENT MEAN-TIME-BETWEEN-FAILURE
---------------- -------------------------
<S> <C>
Base Radio Unit [***] years
Subscriber Radio Unit [***] years
</TABLE>
The reliability and service availability are further enhanced by the AirStar
system redundancy scheme, which will be discussed in section 3.1.2.
TABLE 4-2: MEAN TIME TO REPAIR
<TABLE>
<CAPTION>
SYSTEM COMPONENT MEAN-TIME-TO-REPAIR
---------------- -------------------
<S> <C>
Base Radio Unit [***] hours
Subscriber Radio Unit [***] hours
</TABLE>
4.2 SAFETY AND PROTECTION REQUIREMENTS
The equipment shall meet the following standards:
- - IEC 950 / EN 41003 & 60950
- - LVD 73/23/EEC
4.3 ELECTROMAGNETIC COMPATIBILITY REQUIREMENTS
- - EMC 89/336/EC
4.3.1 RADIATED EMISSION
The equipment shall meet the following standards:
- - Cispr22/ EN 55022
4.3.2 CONDUCTED EMISSIONS
The equipment shall meet the following standards:
- - Cispr22/ EN 55022
- - EN 50082-1
4.3.3 RADIATED RF IMMUNITY
The equipment shall meet the following standards:
- - EN 50082-1
[***] CONFIDENTIAL TREATMENT REQUESTED
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4.3.4 CONDUCTED IMMUNITY
The equipment shall meet the following standards:
- - EN 50082-1
4.3.5 ELECTROSTATIC DISCHARGE
The equipment shall meet the following standards:
- - EN 50082-1
4.3.6 REGULATORY AND SAFETY REQUIREMENTS METRO
- - BAP T211 ZV 11/26 Outdoor radio link requirements
- - MPTI414, MPT1420
4.4 STANDARDS
1.1.1 ATM FORUM DOCUMENTS
AF-UNI-001 0.002 ATM User Network Interface Specification Version 3.1
AF-SAA-0032 Circuit Emulation Interoperability Specification
AF-VTOA-0078 Circuit Emulation Interoperability Specification 2.0
AF-BICI-0013.003 BISDN Inter Carrier Interface (B-ICI) Specification
Version 2.0 (Integrated)
1.1.2 IETF DOCUMENTS
RFC1213 MIB II
RFC1406 Definitions of Managed Objects for the DS1 and El
Interface Types
RFC1483 Multiprotocol Encapsulation over ATM
1.1.3 FRAME RELAY FORUM DOCUMENTS
FRF.5 Frame Relay/ATM Network Interworking
1.1.4 ITU-T DOCUMENTS
G.703 Physical/Electrical Characteristics of Hierarchical
Digital Interfaces -General Aspects of digital
Transmission Systems; Terminal Equipments
G.704 Synchronous Frame Structures Used at Primary and
Secondary Hierarchical Levels (1991)
G.821 Error performance of an international digital connection
operating at a bit rate below the primary rate and
forming part of an integrated services digital network
G.823 The control of jitter and wander within digital networks
which are based on the 2048 kbit/s hierarchy
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SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
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G.826 Recommendation G.826 (08/96) - Error performance
parameters and objectives for international, constant
bit rate digital paths at or above the primary rate
1.1.5 ETSI DOCUMENTS
DEN/TM-04050-1 Point-to-multipoint digital radio systems in the band
24.55 to 29.5 GHz with different access methods.
EN 55022 Limits and Methods of Measurement of Radio Disturbance
Characteristics of Information Technology Equipment
(1993), Including Amendments Al (1995) and A2 (1997)
EN 50082-1 Electromagnetic Compatibility - Generic Immunity Standard
Part I: Residential, Commercial and Light Industry
EN 50082-2 Electromagnetic Comparability - Generic Immunity Standard
Part 2: Industrial Environment
EN 60950 Safety of Information Technology Equipment, Including
Electrical Business Equipment, Including Amendments Al
(1993), A2 (1993), A3 (1995), A4 (1997) and All (1997),
IEC 950 (19910 Plus Amendment I (1992), Amendment 2
(1993), Amendment 3 (1995), and Amendment 4 (1996).
EN 41003 Particular Safety Requirements for Equipment to Be
Connected to Telecommunication Networks
ETS 300 019
prETS 300 431
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<PAGE> 55
SYSTEM FUNCTIONAL SPECIFICATION FOR AIRSTAR NETRO
- --------------------------------------------------------------------------------
PRODUCT SPECIFICATION
AIRSTAR 39GHZ BASE STATION AND SUBSCRIBER
RADIO UNITS
EXCERPTED FROM 39GHZ RADIO SUBSYSTEM SPECIFICATION - REVISION: 6
ORIGINAL DATE: 6 JANUARY 1999
AUTHOR: ALLAN EVANS
NOTICE
================================================================================
THIS DOCUMENT IS THE PROPERTY OF NETRO CORPORATION AND IS CONFIDENTIAL.
PUBLICATION, DUPLICATION, DISCLOSURE, OR USE FOR ANY PURPOSE NOT EXPRESSLY
AUTHORIZED BY NETRO CORPORATION IS PROHIBITED
================================================================================
-34-
<PAGE> 56
39 GHz Point to Multipoint Radio Subsystem Specification
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1 ABSTRACT..............................................................................4
2 APPLICABLE DOCUMENTS..................................................................4
2.1 TRANSMISSION STANDARDS.........................................................4
2.2 EMC (EMISSIONS & IMMUNITY) AND ESD STANDARDS...................................4
2.3 TRAFFIC INTERFACE STANDARDS....................................................4
2.4 SAFETY STANDARDS...............................................................5
2.5 BELLCORE EQUIPMENT RELIABILITY AND AVAILABILITY
STANDARDS......................................................................5
2.6 ENVIRONMENTAL STANDARDS........................................................5
3 FUNCTIONAL REQUIREMENTS...............................................................6
3.1 AIR INTERFACE..................................................................6
3.1.1 RF Layer................................................................6
3.1.2 Channel Plan............................................................6
3.1.3 Physical Layer..........................................................7
3.1.4 Medium Access Control...................................................8
3.1.5 Receiver Sensitivity....................................................8
3.1.6 Air Interface Management................................................8
3.2 SUBSCRIBER RADIO UNIT (SRU)....................................................9
3.2.1 Antenna Gain & Beamwidth................................................9
3.2.2 Antenna Beam Pattern...................................................10
3.2.3 Radio Unit Performance Specifications..................................10
3.2.4 Transmit Power.........................................................11
3.2.5 Transmit Power Control.................................................11
3.2.6 RSL Test Port..........................................................12
3.2.7 Reliability............................................................12
3.2.8 Physical Requirements..................................................12
3.2.9 Mounting...............................................................12
3.2.10 SAS-SRU Interface......................................................13
3.3 BASE RADIO UNIT (BRU).........................................................14
3.3.1 Radio Unit Performance.................................................14
3.3.2 Antenna Performance....................................................14
3.3.3 Reliability............................................................17
3.3.4 Physical Requirements..................................................18
3.3.5 Mounting...............................................................18
3.3.6 BRU-BMM Interface......................................................18
3.4 SYSTEM LEVEL REQUIREMENTS.....................................................19
3.4.1 Transport Latency......................................................19
3.4.2 Operation Duty Cycle...................................................19
3.4.3 Equipment Labeling.....................................................19
4 ENVIRONMENTAL REQUIREMENTS...........................................................20
4.1 TEMPERATURE RANGE.............................................................20
4.1.1 Base Station Temperature Range.........................................20
4.1.2 Subscriber Equipment Temperature Range.................................20
4.2 HUMIDITY......................................................................20
4.2.1 Outdoor Humidity.......................................................20
4.3 WINDLOADING...................................................................20
</TABLE>
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<PAGE> 57
39 GHz Point to Multipoint Radio Subsystem Specification
<TABLE>
<S> <C> <C>
4.3.1 Outdoor Operational wind Loading.......................................20
4.3.2 Outdoor Survival wind Loading..........................................20
4.4 SHOCK & VIBRATION.............................................................20
4.5 EMI/STATIC DISCHARGE..........................................................20
4.6 ELECTROMAGNETIC COMPATIBILITY (EMC)...........................................21
4.7 FLAMMABILITY..................................................................21
4.8 RAIN AND DUST.................................................................21
4.9 OPERATIONAL ALTITUDE..........................................................21
4.10 SYSTEM AVAILABILITY...........................................................21
4.11 RELIABILITY...................................................................21
4.12 SERVICEABILITY.................................................................21
</TABLE>
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<PAGE> 58
39 GHz Point to Multipoint Radio Subsystem Specification
1 ABSTRACT
This document describes the functions, features and performance required for the
39GHz Radio Units (BRU and SRU) of the AirStar product family. This information
is to be used by MTI during the manufacture of the BRU and SRU as per the
contract between Netro Corporation and MTI to ensure the product manufactured by
MTI meets Netro's required product specifications. Validation and test coverage
procedures are still in development and will be mutually agreed at a later date.
2 APPLICABLE DOCUMENTS
This section lists documents and standards that are referenced in or are
applicable, in whole or in part, to this point-to-multipoint radio
specification.
2.1 TRANSMISSION STANDARDS
R 2.1-1 FCC Part 101 Fixed Microwave Services
R 2.1-2 FCC Order 97-391 Rules Regarding the 37.0 - 38.6GHz and 38.6- 40.0GHz
Bands
2.2 EMC (EMISSIONS & IMMUNITY) AND ESD STANDARDS
R 2.2-1 FCC Part 15 Class B
R 2.2-2 Bellcore GR-1089-CORE Electromagnetic Compatibility and Electrical
Safety - Criteria for Network Telecommunications Equipment
R 2.2-3 ETSI ETS 300 385 Radio Equipment & Systems; Electromagnetic
Compatibility Standard for Digital Fixed Radio Links & Ancillary
Equipment with Data Rates at around 2 Mbit/sec and above.
2.3 TRAFFIC INTERFACE STANDARDS
R 2.3-1 ITU-T G.703 Physical Electrical Characteristics of Hierarchical Digital
Interfaces -General Aspects of Digital Transmission Systems; Terminal
Equipment
R 2.3-2 ITU-T G.824 Control of Jitter and Wander within Digital Networks
Which Are Based on the 1544 Kbit/s Hierarchy
R 2.3-3 ANSI T1.102 Digital Hierarchy - Electrical Interfaces ANSI TI.104
Exchange/Interexchange Carrier Interfaces - Individual Channel
Signaling Protocols (Oct 14 1997)
R 2.34 ANSI T1.403 Telecommunications - Network-to-Customer Installation
- DSI Metallic Interface; Revision of ANSI T1.403-1989
-4-
<PAGE> 59
39 GHz Point to Multipoint Radio Subsystem Specification
2.4 SAFETY STANDARDS
R 2.4-1 UL 1459 UL Standard for Safety of Telephone Equipment, 3rd
Edition (Nov 14 1997)
R 2.4-2 UL 1950 UL Standard for Safety of Information Technology
Equipment, Jul 1 1997
R 2.4-3 EN 60950 Safety of Information Technology Equipment, Including
Electrical Business Equipment
R 2.4-4 EN 41003 Particular Safety Requirements for Equipment to Be Connected
to Telecommunication Networks
2.5 BELLCORE EQUIPMENT RELIABILITY AND AVAILABILITY STANDARDS
R 2.5-1 TR NWV-000332 Issue 5, Reliability Prediction Procedure for
Electronic Equipment
2.6 ENVIRONMENTAL STANDARDS
R 2.6-1 ETS 300 019 Equipment Engineering (EE); Environmental Conditions
and Environmental Tests for Telecommunications Equipment.
-5-
<PAGE> 60
39 GHz Point to Multipoint Radio Subsystem Specification
3 FUNCTIONAL REQUIREMENTS
3.1 AIR INTERFACE
3.1.1 RF LAYER
3.1.1.1 Frequency Range
R 3.1-1 The output frequency range shall be from 38.6 GHz to 40.0 GHz.
3.1.1.2 T/R Spacing
R 3.1-2 The frequency interval between transmit and receive frequencies
shall be 700 MHz.
3.1.1.3 Out-of-Band RF Power
R 3.1-3 The out-of-band RF power shall conform to FCC Part 101.
3.1.2 CHANNEL PLAN
R 3.1-4 The system shall support the FCC 39 GHz frequency plan in the
range 38.6 GHz to 40 GHz, with a T/R spacing of 700 MHz and [***] MHz
of step size.
R 3.1-5 The system shall be capable of supporting [***] MHz channels.
R 3.1-6 It is desired that the system be able to support [***] MHz channels
using 4QAM modulation.
R 3.1-7 The center frequencies for the associated channelization are
listed in Table 3-1. The AirStar system is configured that the lower
duplex frequency is used for Base Station transmit, higher duplex
frequency is used for Base Station receive and vice versa for
Subscriber terminals.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 61
39 GHz Point to Multipoint Radio Subsystem Specification
Table 3-1: FCC 39 GHz Channel Plan, 12.5 MHz Channelization
<TABLE>
<CAPTION>
CHANNEL CHANNEL
NUMBER DOWNSTREAM UPSTREAM NUMBER DOWNSTREAM UPSTREAM
# MHz MHz # MHz MHz
------ ---------- -------- ------ ---------- --------
<S> <C> <C> <C> <C> <C>
1 38606.25 39306.25 29 38956.25 39656.25
2 38618.75 39318.75 30 38968.75 39668.75
3 38631.25 39331.25 31 38981.25 39681.25
4 38643.75 39343.75 32 38993.75 39693.75
5 38656.25 39356.25 33 39006.25 39706.25
6 38668.75 39368.75 34 39018.75 39718.75
7 38681.25 39381.25 35 39031.25 39731.25
8 38693.75 39393.75 36 39043.75 39743.75
9 38706.25 39406.25 37 39056.25 39756.25
10 38718.75 39418.75 38 39068.75 39768.75
11 38731.25 39431.25 39 39081.25 39793.75
12 38743.75 39443.75 40 39093.75 39793.75
13 38756.25 39456.25 41 39106.25 39806.25
14 38768.75 39468.75 42 39118.75 39818.75
15 38781.25 39481.25 43 39131.25 39831.25
16 38793.75 39493.75 44 39143.75 39843.75
17 38806.25 39506.25 45 39156.25 39856.25
18 38818.75 39518.75 46 39168.75 39868.75
19 38831.25 39531.25 47 39181.25 39881.25
20 38843.75 39543.75 48 39193.75 39893.75
21 38856.25 39556.25 49 39206.25 39906.25
22 38868.75 39568.75 50 39218.75 39918.75
23 38881.25 39581.25 51 39231.25 39931.25
24 38893.75 39593.75 52 39243.75 39943.75
25 38906.25 396066.25 53 39256.25 39956.25
26 38918.75 39618.75 54 39268.75 39968.75
27 38931.25 39631.25 55 39281.25 39981.25
28 38943.75 39643.75 56 39293.75 39993.75
</TABLE>
3.1.3 PHYSICAL LAYER
3.1.3.1 Modulation Type
R 3.1-8 Modulation for the air interface shall be 4 QAM or 16 QAM.
3.1.3.2 Bandwidth Options, Channel Bit and Symbol Rates
R 3.1-9 The air interface shall support the channel symbol rates and ATM
payload rates in Table 3-2.
Table 3-2: Channel Symbol Rates, ATM Payload Rates
<TABLE>
<CAPTION>
CHANNEL ATM PAYLOAD BIT RATE
BANDWIDTH SYMBOL RATE ------------------------------------
(MHZ) MBAUD 4 QAM RELEASE 16 QAM RELEASE
----- ----- ----- ------- ------ -------
<S> <C> <C> <C> <C> <C>
10.0 [***] [***] [***] [***] [***]
12.5 [***] [***] [***] [***] [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 62
39 GHz Point to Multipoint Radio Subsystem Specification
<TABLE>
<CAPTION>
CHANNEL ATM PAYLOAD BIT RATE
BANDWIDTH SYMBOL RATE ------------------------------------
(MHZ) MBAUD 4 QAM RELEASE 16 QAM RELEASE
----- ----- ----- ------- ------ -------
<S> <C> <C> <C> <C> <C>
20.0 [***] [***] [***] N/A N/A
25.0 [***] [***] [***] N/A N/A
</TABLE>
3.1.3.3 Spectral Shape
R 3.1-10 Spectral shape shall conform to an (alpha) = [***] square root
raised cosine.
3.1.4 MEDIUM ACCESS CONTROL
3.1.4.1 Forward Error Correction Encoding
R 3.1-11 Forward error correction on the upstream data shall have a
coding gain not less than that of a [***] code.
R 3.1-12 Forward error correction on the downstream data shall have a
coding gain not less than that of a [***] code.
3.1.4.2 Scrambling
R 3.1-13 Self-synchronous scrambling with a [***] order or higher
polynomial truncated to the length of the packet shall be used.
3.1.5 RECEIVER SENSITIVITY
R 3.1-14 The typical received input RF power (measured at the antenna
output port) to achieve a decoded [***] shall be as shown in the
table below.
The receiver sensitivity for a decoded BER of [***] is nominally [***] dB higher
than for [***].
Table 3-3: Receiver Sensitivity
<TABLE>
<CAPTION>
BANDWIDTH (MHZ) 4 QAM (DBM) 16 QAM (DBM)
--------------- ---------------------- ----------------------
Typical Maximum Typical Maximum
------- ------- ------- -------
<S> <C> <C> <C> <C>
10.0 [***] [***] [***] [***] [***]
12.5 [***] [***] [***] [***]
20.0 [***] [***] [***] [***] [***]
25.0 [***] [***] [***] [***] [***]
</TABLE>
3.1.6 AIR INTERFACE MANAGEMENT
3.1.6.1 Configuration
R 3.1-15 The air interface shall support the configuration parameters in
Table 34 via the out of band management interface via SNMP
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 63
39 GHz Point to Multipoint Radio Subsystem Specification
Table 3-4: CellMAC Configurable Parameters for each Frequency Channel
<TABLE>
<CAPTION>
PARAMETER VALUE
- --------- -----
<S> <C>
Modulation Type 4QAM/16QAM for 16QAM capable modems
Upstream Contention BW [***]
Target Upstream RSL dBm
</TABLE>
3.2 SUBSCRIBER RADIO UNIT (SRU)
The Subscriber Radio Unit (SRU) shown on the following page is designed to fit
in a variety of customer premise environments. It is built with an integral
directional antenna and weighs less than 6 kg. The standard subscriber antenna
is a 125mm lens-corrected horn. This provides a gain of 28dBi minimum in 24GHz,
26GHz band, 32dBi minimum in 38 GHz band. The radiation pattern subscriber radio
unit exceeds the requirements for ETSI point to multi-point equipment. If higher
gain is required, the non-integral version of the antennas can be used. These
provide a gain up to 40dBi minimum.
In general, the 39 GHz band is divided into four bands:
- Band 1:38.60-38.95 GHz
- Band 3: 38.95-39.30 GHz
- Band 2: 39.30-39.65 GHz
- Band 4: 39.65 -40.00 GHz
The band 1 and band 2, band 3 and band 4 are paired up for transmit and receive
radio operation with T/R separation of 700 MHz.
3.2.1 ANTENNA GAIN & BEAMWIDTH
R 3.2-1 The SRU antennas shall have characteristics in Table 3-5
Table 3-5: Subscriber Antenna Options
<TABLE>
<CAPTION>
OPTION DIAMETER (MAX) GAIN DBI (MM) RELEASE
------ -------------- ------------- -------
<S> <C> <C> <C>
Integral 125 mm 32 [***]
Medium 12 inches 39 [***]
Medium-High 18 inches 42 [***]
High Gain 24 inches 45 [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 64
39 GHz Point to Multipoint Radio Subsystem Specification
3.2.2 ANTENNA BEAM PATTERN
R 3.2-2 The integral antenna shall meet the co-polar and cross-polar
discrimination listed in Table 3-6 and illustrated in Figure 3-1.
Directional Antenna RPE
[Graph Redacted-Confidential Treatment Requested]
Figure 3-1 -- SRU Integral Antenna Co-Polar and Cross-Polar Discrimination
Table 3-6: SRU Integral Antenna Co-Polar Discrimination
<TABLE>
<CAPTION>
ANGLE (DEGREE) CO-POLAR (DBI) CROSS-POLAR (DBI)
-------------- -------------- -----------------
<S> <C> <C>
-180 [***] [***]
-130 [***] [***]
-90 [***] [***]
-15 [***] [***]
-10 [***] [***]
-5 [***] [***]
0 [***] [***]
5 [***] [***]
10 [***] [***]
15 [***] [***]
90 [***] [***]
130 [***] [***]
180 [***] [***]
</TABLE>
3.2.3 RADIO UNIT PERFORMANCE SPECIFICATIONS
3.2.3.1 Generic Performance Specifications
R 3.2-3 All radio units shall meet the performance specifications shown
in Table 3-7.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 65
39 GHz Point to Multipoint Radio Subsystem Specification
Table 3-7: Radio Unit Generic Performance Specifications
<TABLE>
<CAPTION>
PARAMETER VALUE NOTE
- --------- ----- ----
<S> <C> <C>
Input level range [***] to [***] dBm (Noise floor)
Damage input level [***] dBm min
- -1dB compression [***] dBm min
Input IP3 [***] dBm min
Noise figure [***] dB Max.
Image rejection [***] dB Min.
Spurious <21.2GHz -60 dBm max
Spurious >21.2GHz -60 dBm max
1st adjacent selectivity [***] dBc min
2nd adjacent selectivity [***] dBc min
</TABLE>
3.2.3.2 FCC 39 GHz Radio Unit Performance Specifications
R 3.2-4 The FCC 39 GHz radio units shall meet the performance
specifications in Table 3-8.
Table 3-8: FCC 39 GHz Radio Unit Performance Specifications
<TABLE>
<CAPTION>
PARAMETER VALUE NOTE
- --------- ----- ----
<S> <C> <C>
Operating Frequency 38.6 to 40.0 GHz
Transmit/Receive Spacing 700 MHz
Tuning Range 350 MHz
Tuning Step Size 1.25 MHz
Channel Bandwidth 12.5 MHz
Transmit Power [***] dBm (4 QAM)
[***] dBm (16 QAM)
Transmit Power Control Dynamic Range 47 dB
</TABLE>
3.2.4 TRANSMIT POWER
R 3.2-5 The maximum transmit power measured at the input port to the
antenna shall be a minimum of [***] dBm [***] dB for 4 QAM and [***]
dBm [***] dB for 16 QAM.
3.2.5 TRANSMIT POWER CONTROL
R 3.2-6 The subscriber transmit power shall be controlled to an accuracy
of [***] dB inclusive of all feed forward mechanisms based on SRU RSL
and closed loop feedback mechanisms from the base station RSL.
R 3.2-7 The subscriber transmit power control dynamic range shall be [***]
dB for 4QAM and [***] dB for 16 QAM.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 66
39 GHz Point to Multipoint Radio Subsystem Specification
3.2.6 RSL TEST PORT
R 3.2-8 The SRU shall have a test point with a DC voltage level
corresponding to the aggregate received power
3.2.6.1 Relative Accuracy
R 3.2-9 The RF power shall vary monotonically with the DC test point
voltage over the entire dynamic range of the SRU.
The RSL test point does not provide a calibrated RSL to DC voltage
transfer function.
3.2.6.2 RSL Measurement Precision
R 3.2-10 The RSL to DC voltage transfer function shall have a minimum
precision of [***] dB per [***] mV.
3.2.6.3 Connector
R 3.2-11 A BNC female connector with protective cap shall be used as the
received power test point.
3.2.7 RELIABILITY
3.2.7.1 Mean Time to Failure
R 3.2-12 The MTTF of the SRU shall be 10 years, minimum.
3.2.7.2 Mean Time to Repair
R 3.2-13 The maximum mean time to repair (MTTR) of an SRU shall be 30
minutes excluding travel and access time.
The specified MTTR excludes repair of the cabling to/from the SRU.
R 3.2-14 Field replacement of the entire SRU shall be the method of
repair. 3.2.7.2
3.2.8 PHYSICAL REQUIREMENTS
3.2.8.1 SRU Dimensions
R 3.2-15 The SRU shall have nominal dimensions of 30 cm X 16 cm X 20 cm
using the integral antenna.
R 3.2-16 SRU Cooling
39 GHz Point to Multipoint Radio Subsystem Specification
R 3.2-16 The SRU shall not require the use of fans or any other rotating
equipment for the purposes of augmenting equipment cooling or
maintaining system environmental specifications.
3.2.9 MOUNTING
R 3.2-17 The SRU shall have wall mount and pole mount options. The pole
mount option includes both 3" and 4" poles.
R 3.2-18 The SRU shall have an optional mounting mechanism which enables
SRU replacement without the need for realignment.
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 67
3.2.9.1 Initial Alignment Accuracy
R 3.2-19 The antenna mounting mechanism shall be capable of continuous
alignment to achieve an arbitrary pointing error.
3.2.9.2 Sustained Alignment Accuracy
R 3.2-20 The antenna mounting shall have the capability of maintaining a
pointing error of less than [***] over all operational environmental
conditions, over the mean lifetime of the radio unit.
3.2.9.3 Realignment After SRU Replacement
R 3.2-21 The mount shall enable replacement of the SRU without requiring
realignment when in a pole mount configuration.
3.2.10 SAS-SRU INTERFACE
3.2.10.1 IF connector
R 3.2-22 The IF connector shall be of type TNC, with [***] impedance
R 3.2-23 A single [***] coax cable shall be used to carry transmit and
receive IF signals, SRU control and telemetry, and DC power
3.2.10.2 SRU Configuration
R 3.2-24 The SRU shall support configuration of the transmit and receive
frequencies and transmit power level via the coax connection to the
SAS.
3.2.10.3 SRU Telemetry
R 3.2-25 The SRU shall report the performance statistics shown in Table
3-9 via telemetry to the SAS. These values are reportable via SNMP
39 GHz Point to Multipoint Radio Subsystem Specification
Table 3-9: Subscriber Radio Unit Performance Statistics Statistic
<TABLE>
<CAPTION>
STATISTIC VALUE
- --------- -----
<S> <C>
Ru RSL [***]
RU Transmit Power [***]
RU Temperature [***]
</TABLE>
3.2.10.4 SRU Prime Power
R 3.2-26 The SRU shall be powered via the coaxial cable connection to the SAS.
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 68
3.2.10.5 Intrabuilding Cabling
R 3.2-27 Intrabuilding wiring between the SAS and the SRU shall be a
maximum of 300 meters using LMR4OO coaxial cable.
This provides for up to [***] dB of cable loss between the SAS and SRU.
3.3 BASE RADIO UNIT (BRU)
3.3.1 RADIO UNIT PERFORMANCE
3.3.1.1 Center Frequency Uncertainty
R 3.3-1 Tuning accuracy shall be within 5 ppm of the center frequency
over the operational environmental range.
3.3.1.2 Transmit Power
R 3.3-2 The maximum transmit power measured at the input port of the antenna
shall be a minimum of [***] dBm [***] dB for 4QAM, [***] dBm [***] dB
for 16 QAM.
R 3.3-3 The BRU transmit power shall be settable to within an accuracy of [***]
dB.
3.3.2 ANTENNA PERFORMANCE
3.3.2.1 Antenna Gain & Beamwidth
R 3.3-4 The base station antenna sectorization options shall be according
to Table 3-10:
Table 3-10: Base Station Antenna Sectorization Options
<TABLE>
<CAPTION>
AZIMUTH ELEVATION # SECTORS/
BEAMWIDTH BEAMWIDTH GAIN (DBI) CELL RELEASE
--------- --------- ---------- ---- -------
<S> <C> <C> <C> <C>
22.5 degrees 7 degrees [***] 1 to 12 [***]
45 degrees 7 degrees [***] 1 to 8 [***]
90 degrees 7 degrees [***] 1 to 4 [***]
</TABLE>
39 GHz Point to Multipoint Radio Subsystem Specification
3.3.2.2 Co-Polar and Cross-Polar Discrimination
R 3.3-5 The elevation pattern for all base sector antennas shall be as
shown in Figure 3-2 and listed in Table 3-11.
R 3.3-6 The azimuth pattern for the 90 degrees and 45 degrees base
sector antennas shall be as shown in Figure 3-3 and Figure 34 and listed
in Table 3-12 and Table 3-13, respectively.
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 69
Sector Antenna RPE - Elevation
[Graph Redacted - Confidential Treatment Requested]
Figure 3-2 - Base Sector Antenna Elevation
Co-Polar and Cross-Polar Discrimination
Table 3-11: Base Sector Antenna Elevation
Co-Polar and Cross-Polar Discrimination
<TABLE>
<CAPTION>
OFFSET ANGLE CO-POLAR CROSS-POLAR
FROM BORESIGHT (DBI) (DBI)
(DEGREE)
------------ -------- -----------
<S> <C> <C>
0 [***] [***]
6 [***] [***]
15 [***] [***]
45 [***] [***]
90 [***] [***]
110 [***] [***]
180 [***] [***]
</TABLE>
Options for narrower beamwidths in elevation will be explored in the future to
improve system gain.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 70
39 GHz Point to Multipoint Radio Subsystem Specification
Sector antenna 90 degrees RPE - Azimuth
[Graph Redacted - Confidential Treatment Requested]
Figure 3-3: Base Sector Antenna 90 degrees Azimuth Co-Polar and Cross-Polar
Discrimination
Table 3-12: Base Sector Antenna 90 degrees Azimuth Co-Polar and Cross-Polar
Discrimination
<TABLE>
<CAPTION>
ANGLE OFFSET CO-POLAR (DBI) ANGLE OFFSET CROSS-POLAR
FROM BORESIGHT FROM BORESIGHT (DBI)
(DEG) (DEG)
------------ -------------- ------------ -----------
<S> <C> <C> <C>
0 [***] 0 [***]
50 [***] 45 [***]
60 [***] 60 [***]
75 [***] 95 [***]
110 [***] 100 [***]
140 [***] 180 [***]
180 [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 71
39 GHz Point to Multipoint Radio Subsystem Specification
Sector antenna 45 degrees RPE - Azimuth
[Graphic Redacted-Confidential Treatment Requested]
Figure 3-4: Base Sector Antenna 45 degrees Azimuth Co-Polar and Cross-Polar
Discrimination
Table 3-13: Base Sector Antenna 45 degrees Azimuth Co-Polar and Cross-Polar
Discrimination
<TABLE>
<CAPTION>
ANGLE OFFSET CO-POLAR (DBI) ANGLE OFFSET CROSS-POLAR
FROM BORESIGHT FROM BORESIGHT (DBI)
(DEG) (DEG)
------------ -------------- ------------ -----------
<S> <C> <C> <C>
0 [***] 0 [***]
27.5 [***] 22.5 [***]
37.5 [***] 32 [***]
50 [***] 90 [***]
110 [***] 100 [***]
140 [***] 180 [***]
180 [***]
</TABLE>
3.3.3 RELIABILITY
3.3.3.1 MTTF
R 3.3-7 The MTTF of the outdoor Base Radio Unit shall be 10 years, minimum.
3.3.3.2 MTTR
R 3.3-8 The mean time to repair (MTTR) of a Base Radio Unit shall be a
maximum of 30 minutes, excluding travel and access time.
This repair time excludes repairs to any cabling to/from the BRU.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 72
39 GHz Point to Multipoint Radio Subsystem Specification
R 3.3-9 Field replacement of the entire BRU shall be the method of repair.
R 3.3-10 Base Radio Unit redundancy shall be provided by duplicating the
BRU in its entirety -i.e. 1:1 equipment redundancy.
3.3.4 PHYSICAL REQUIREMENTS
3.3.4.1 Prime Power
R 3.3-11 The BRU shall be powered via the coaxial cable connection from
the indoor unit.
3.3.4.2 Dimensions
R 3.3-12 A Base Radio Unit, exclusive of the antenna, configured as a PMP
radio shall have nominal dimensions of 41 cm X 11 cm X 17 cm.
R 3.3-13 A Base Radio Unit configured as a PTP single building radio has
nominal dimensions of 30 cm X 16 cm X 20 cm using the integral antenna.
3.3.5 MOUNTING
R 3.3-14 The BRU shall have wall mount and pole mount options.
R 3.3-15 The pole mounting option shall accommodate both 3" and 4" poles.
R 3.3-16 The SRU shall have an optional mounting mechanism which enables
SRU replacement without the need for realignment
3.3.5.1 Mounting Independence
R 3.3-17 Different sector and single building BRUs shall be independently
mountable.
3.3.5.2 Initial Alignment Accuracy
R 3.3-18 The antenna mounting shall have a continuously variable
alignment mechanism capable of aligning any base station antenna an
arbitrary pointing error.
3.3.5.3 Sector Antenna Alignment Range
R 3.3-19 Sector antennas shall have an elevation angle alignment range
from [***] degrees.
3.3.5.4 Sustained Alignment
R 3.3-20 The antenna mounting shall have the capability of maintaining a
pointing error of less than [***] degree over all operational
environmental conditions for a period equal to the mean time to fail of
the radio unit.
3.3.6 BRU-BMM INTERFACE
R 3.3-21 A single [***] Ohm coax cable shall be used to carry transmit and
receive IF signals, BRU control and telemetry, and DC power between the
BMM and the BRU.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 73
39 GHz Point to Multipoint Radio Subsystem Specification
3.3.6.1 BRU Control
R 3.3-22 The BRU shall support control of the transmit and receive
frequencies, transmit power level, and target receive signal level via
the coax connection to the BMM.
3.3.6.2 BRU Telemetry
R 3.3-23 The BRU shall report the performance statistics shown in Table
3-14 via telemetry to the BSC. These values are reportable via SNMP.
Table 3-14: Subscriber Radio Unit Performance Statistics
<TABLE>
<CAPTION>
STATISTIC VALUE
- --------- -----
<S> <C>
RU RSL [***]
RU Transmit Power [***]
RU Temperature [***]
</TABLE>
3.3.6.3 Intrabuilding Cabling
R 3.3-24 The intrabuilding wiring between the BRU and the indoor unit
(Base Modem Unit) shall be up to a maximum of 1000 feet using LMR400
coaxial cable [***].
This provides for up to [***] dB of cable loss between the BMM and BRU.
3.4 SYSTEM LEVEL REQUIREMENTS
3.4.1 TRANSPORT LATENCY
R 3.4-1 The transport latency from signal ingress at the hub radio
equipment to egress from the end site radio equipment shall be less
than 8ms. Similarily, the latency of the return path is less than 8 ms.
3.4.2 OPERATION DUTY CYCLE
R 3.4-2 The scheduled hours of service for network equipment shall be 24
hours per day, 7 days per week, 365 days per year.
3.4.3 EQUIPMENT LABELING
R 3.4-3 All equipment shall have labels containing part number, serial
number, IEEE MAC address, and hardware revision attached to the
exterior of the equipment and clearly visible.
R 3.4-4 All product information on the label shall match what is reported
to the EMS.
R 3.4-5 Test points, fuses, visual indicators and adjustments shall be
located on the front panel of the equipment.
R 3.4-6 Test points, fuses, visual indicators and adjustments shall be
clearly identified and labeled in English.
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 74
39 GHz Point to Multipoint Radio Subsystem Specification
4 ENVIRONMENTAL REQUIREMENTS
4.1 TEMPERATURE RANGE
4.1.1 BASE STATION TEMPERATURE RANGE
R 4.1-1 Outdoor equipment (BRU) operating range shall be -33 to +55
degrees Centigrade.
4.1.2 SUBSCRIBER EQUIPMENT TEMPERATURE RANGE
R 4.1-2 Outdoor equipment (SRU) operating range shall be from -33 degrees C to
+55 degrees C.
R 4.1-3 All packaged equipment shall be capable of sustaining transport
and storage temperatures from -40 degrees C to +80 degrees C without
damage.
4.2 HUMIDITY
4.2.1 OUTDOOR HUMIDITY
R 4.2-1 Outdoor equipment shall tolerate condensing humidity in the range
of 10-100% relative humidity.
4.3 WIND LOADING
4.3.1 OUTDOOR OPERATIONAL WIND LOADING
R 4.3-1 Outdoor mounted equipment shall be capable of maintaining
operational specifications and be unaffected by wind induced mechanical
stresses caused by sustained winds or wind gusts not to exceed 70 miles
per hour.
4.3.2 OUTDOOR SURVIVAL WIND LOADING
R 4.3-2 Outdoor mounted equipment shall be capable of surviving without
physical damage maximum sustained wind speeds of 120 miles per hour.
4.4 SHOCK & VIBRATION
R 4.4-1 All radio equipment shall maintain operational specifications and
shall be physically and electrically unaffected by a sustained
vibration according to the ETSI standard ETS 300 019.
4.5 EMI/STATIC DISCHARGE
R 4.5-1 All radio equipment shall be immune to the effects of static
discharge according to Bellcore Standard GR 1089.
-20-
<PAGE> 75
39 GHz Point to Multipoint Radio Subsystem Specification
4.6 ELECTROMAGNETIC COMPATIBILITY (EMC)
R 4.6-1 All radio equipment shall meet GR-1089-CORE.
4.7 FLAMMABILITY
R 4.7-1 All materials shall comply with the requirements necessary to
obtain a UL/CE mark.
4.8 RAIN AND DUST
R 4.8-1 All outdoor equipment radio equipment shall meet or exceed ETSI
Type 3.3 ratings for immunity to any degrading effects of wind driven
rain, ice and dust as specified in ETS 300019.
4.9 OPERATIONAL ALTITUDE
R 4.9-1 All radio equipment shall maintain operational specifications
over a range of altitudes or equivalent air pressures from 30 meters
below sea level to 4500 meters above mean sea level.
4.10 SYSTEM AVAILABILITY
R 4.10-1 The system shall support delivery of services with 99.995%
availability.
4.11 RELIABILITY
R 4.11-1 The MTBF design goals of the AirStar system components are
listed in Table 4-1. The MTBF shall be calculated in accordance with
Bellcore V5, Basic Calculation Mode, Method 1, Case 3.
Table 4-1: System Reliability
<TABLE>
<CAPTION>
SYSTEM COMPONENT MEAN-TIME-BETWEEN-FAILURE
---------------- -------------------------
<S> <C>
Base Radio Unit [***] years
Subscriber Radio Unit [***] years
</TABLE>
4.12 SERVICEABILITY
R 4.12-1 The system components shall meet the mean time to repair
requirements in Table 4-2. In all cases, the method of repair shall be
field replacement.
[***] CONFIDENTIAL TREATMENT REQUESTED
-21-
<PAGE> 76
39 GHz Point to Multipoint Radio Subsystem Specification
Table 4-2: System Serviceability
<TABLE>
<CAPTION>
SYSTEM COMPONENT MEAN-TIME-TO-FAILURE
---------------- --------------------
<S> <C>
Base Radio Unit [***] hours
Subscriber Radio Unit [***] hours
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-22-
<PAGE> 77
39 GHz Point to Multipoint Radio Subsystem Specification
Appendix C
QUALITY STANDARDS AND REPORTS
(A) Manufacturer hereby represents and warrants that it is, and will continue
to be ISO 9000 registered and commits to ensure that all sub-contractors
or contract manufacturing manufacturers, which contribute to the design,
development, production, delivery and service of material will become ISO
9000 registered by an accredited Registrar within eighteen (18) months
after first purchase order is placed by Purchaser.
(B) Manufacturer commits to having a continuous improvement program in place
which will allow it to attain and maintain "acceptable" ratings (or
equivalent) on all quality system elements as periodically performed by
Purchaser. An "acceptable" element is defined as one where the quality
system meets the "general intent" of the quality system and is fully
deployed to maintain the quality system and product quality. No
significant deficiencies encountered that would jeopardize the quality
system, and product quality and/or reliability.
(C) Manufacturer commits to establish key quality control ("QC") verification
points throughout the manufacturing process. These verification points
should be located in-process as well as after material has completed all
manufacturing operations. The scope of these QC verification points shall
be validated through visual or mechanical inspections and/or tests, and
with the use of statistically valid sampling plans, that material conforms
to Manufacturer's manufacturing, product and process specifications,
standards of acceptable workmanship, as well as other specification's
which may be provided by Purchaser. Purchaser reserves the right to review
these QC points and make suggestions for improvement. Manufacturer commits
to address these suggestions through the implementation of appropriate
corrective actions.
(D) Manufacturer commits to establish an end of the line Quality Assurance
product audit on material by three (3) months after first purchase order.
The focus of this audit shall be to replicate user application of material
as specified by Purchaser's customer. Test and examination of material
under the quality audit shall be at a system level, and shall include but
is not limited to:
a) Exercising said material over the full spectrum of temperature ranges
over which material is designed to operate.
b) Full operation of material over a period of time not less than 72
hours.
c) A system for continuous monitoring of all primary product functions
and fault detection of the material while under this test.
A-3
<PAGE> 78
Manufacturer shall continuously review customer return data to ensure that
the scope of the product quality assurance audit function includes the
requirement(s)/condition(s) under which the return failed.
39 GHz Point to Multipoint Radio Subsystem Specification
Manufacturer shall perform a detailed failure mode analysis of all
material found defective through the quality assurance audit in line with
the requirements and process outlined in paragraph F.
Manufacturer agrees to provide to Purchaser on a monthly basis, results of
the quality assurance product audit in a format specified by Purchaser.
(E) Manufacturer commits to establishing a program of tracking monthly,
quarterly, and annual return rates for the product manufactured under this
contract. The Manufacturer agrees to update and report on returns on a
quarterly basis to Purchaser.
(F) Manufacturer commits to establishing a system for tracking and analysis
all material returned by Purchaser to it, as well as any material failures
which occur through Purchaser's end of the line quality assurance audit.
For all material in the above two categories, Manufacturer shall perform a
failure mode analysis, which at a minimum will be down to the component
level. Component level failure modes will be recorded, and failed
components found defective will be accumulated for the purpose of
determining repetitive occurrences.
Material shall be considered defective if it fails to meet the warranty
specifications under this Agreement (including performance and appearance
Specifications) or if during customer testing, installation, or use, the
material fails to operate as expected or specified.
If the analysis of a return is found to be within the specifications of
this agreement (i.e., a no trouble found condition), then Manufacturer
shall track these no trouble found conditions and notify Purchaser of said
findings at a minimum of a monthly interval, so that appropriate
investigative measures may be taken to determine the root cause.
(G) If the return rate is found to exceed a mutually agreed to acceptable rate
or repetitive occurrences are observed with regard to component level
failures then the Manufacturer shall provide a written Corrective Action
Report to Purchaser, explaining in detail the nature of the problem
detected, and the step(s) Manufacturer proposes to correct the problem. As
part of the plan to correct the problem, it is agreed that the
Manufacturer shall:
a) Incorporate the remedy in affected material.
A-4
<PAGE> 79
b) Ship all subsequent material incorporating the required modification
correcting the problem at no additional charge to Purchaser; and
c) Create a mutually agreed to plan to address the scope of correction
and the proper course of actions to be taken by Manufacturer and
Purchaser.
Manufacturer and Purchaser shall mutually agree in writing as to the
implementation schedule of the corrective action plan. Manufacturer agrees
to use its best efforts to implement the plan in accordance with the
agreed upon schedule. It is also agreed that
39 GHz Point to Multipoint Radio Subsystem Specification
Purchaser shall be entitled to postpone at no charge to Purchaser, further
deliveries of orders until such time as the remedy is implemented
consistent with this Article.
(H) As part of a program of continuous improvement, Manufacturer agrees to
establish annually, improvement goals for a series of key quality
objectives. These goals should include, but are not limited to a) customer
return rates b) Quality Assurance product quality audit defect rates, c)
final system test yields. Manufacturer agrees to track these goals on a
monthly basis, and to commit the resources necessary for the attainment of
these goals.
A-5
<PAGE> 80
MANUFACTURING AND ENGINEERING SERVICES AGREEMENT
BETWEEN
NETRO CORPORATION AND
MICROELECTRONICS TECHNOLOGY INC.
JANUARY 11, 1999
Please refer to section 5 of the Agreement. This appendix D dated January 20,
1999 replaces the preliminary Appendix D attached to the Agreement.
<TABLE>
MILESTONE DATE $$ AMOUNT
- ------------------------------------ ----------------- ---------
<S> <C> <C>
1. Completion of the definition of February 12, 1999 [***]
the 26GHZ project.
2. Completion of the definition of February 12, 1999 [***]
the 10GHZ project.
3. Completion of the definition of February 26, 1999 [***]
the 39GHZ project.
4. Acceptance of the first 26GHz of March 31, 1999 [***]
two 26GHZ links against the test
plan.
5. Acceptance of the first pilot link April 14, 1999 [***]
of 10GHz release 2.0 against the
test plan.
6. Acceptance of the first 39GHz April 30, 1999 [***]
pilot link against the test plan.
7. Acceptance of the first articles May 12, 1999 [***]
of the 26GHz which contain all
the die cast elements and the
new IF card against the test plan.
8. Acceptance of the first articles June 30, 1999 [***]
of 10GHz which include all the die
cast elements against the test plan.
9. Acceptance of the last 39GHz June 30, 1999 [***]
pilot units against the test plan.
TOTAL [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 81
39 GHz Point to Multipoint Radio Subsystem Specification
Appendix E
RELEASE SCHEDULE FOR EXCLUSIVITY
<TABLE>
<CAPTION>
FREQUENCY LIMITED AVAILABILITY DATE GENERAL AVAILABILITY DATE
- --------- ------------------------- -------------------------
<S> <C> <C>
26 GHz n/a April 1999
10 GHz June 1999 August 1999
38 GHz July 1999 September 1999
</TABLE>
A-7
<PAGE> 82
First Amendment ("Amendment") dated March 19,1999 to Manufacturing and
Engineering Services Agreement dated January 11,1999 between Netro
Corporation and Microelectronics Technology, Inc. ("Agreement").
The parties desire to amend the Agreement as provided in this Amendment, and
accordingly agree as follows:
1. Section 4 b(vi) of the Agreement is deleted in its entirety and replaced by
the following:
"(vi) Payment. Payment is due and payable thirty (30) calendar days from the
date of issuance of the invoice or shipment of the Products, which ever is
later."
2. Section 4 d of the Agreement is deleted in its entirety and replaced with the
following:
"d Purchases from Purchaser. Manufacturer will from time to time as mutually
agreed by the parties purchase certain components, equipment and or inventory
from Purchaser on the terms specified in Section 4 b (vi) pursuant to purchase
orders issued by Manufacturer.
3. Capitalized terms used in this Amendment shall have the meanings defined in
the Agreement.
4. This Amendment shall apply to all past purchase orders issued by either party
under the Agreement regardless of the payment terms stated on the purchase
order.
5. Except as expressly amended by this Amendment, the Agreement shall remain in
full force and effect.
The parties have signed this Amendment as of the date indicated in the preamble.
Netro Corporation Microelectronics Technology, Inc.
By /s/ Gideon Ben-Efraim By /s/ W. Huang 3/31/99
-------------------------------- -----------------------------------
CEO President
<PAGE> 83
NOTES:
Completion of the project definition means a resource plan is completed and
agreed upon in writing by both parties.
The units are to be tested against a mutually agreed written test plan. This
test plan to be prepared and finalized ahead of the delivery of the units to
prevent the qualification from being gated by this activity.
The units described as "pilot" are the units which are candidates to become the
"beta" deliverables from Netro under its gate process. They are intended to be a
"production" quality but to be built from early product documentation. These
designs are intended to migrate to "limited availability" and then "general
availability" without significant redesign.
The last milestone for each frequency marks the point at which the
responsibility for the project is transferred from the Engineering to the
Manufacturing organization in each company.
Netro Corporation Microelectronics Technology Inc.
By: /s/ GIDEON BEN-EFRAIM By: /s/ CHI C. HSIEH
-------------------------------- -----------------------------------
Gideon Ben-Efraim Dr. Chi C. Hsieh
CEO President
-2-
<PAGE> 1
Exhibit 10.11
OEM AGREEMENT
(Cisco as Seller)
This OEM Agreement (the "Agreement") is made as of the 7th of December, 1998
(the "Effective Date") by and between Cisco Systems, Inc., a California
corporation, having principal offices at 170 West Tasman Drive, San Jose,
California 95134-1706 ("Cisco") and Netro Corporation, a California corporation
having its principal place of business at 3860 North First Street, San Jose,
California 95134 ("Netro").
RECITALS
A. Netro has been purchasing from Cisco the Cisco MGX 8220 shelves and
associated products, software and firmware by means of purchase orders over the
past several months. These shelves have been, in turn, integrated with Netro's
Base Station Controller boards and resold to third parties as a part of the
"AirStar" wireless communications systems developed by Netro.
B. Netro is developing an independent solution, which will permit it to
sell its systems without relying on the Cisco MGX 8220 shelves; however, Netro
requires on-going access to the Cisco MGX 8220 shelves for resale during this
development period. Cisco desires to sell the Cisco MGX 8220 shelves and
associated products, software and firmware to Netro during the development
period to enable Netro to transition to an independent solution.
C. Netro also desires access to certain Cisco technology and intellectual
property in order to transition to an independent solution. Cisco desires to
license such technology to Netro under a separate license agreement that will be
executed contemporaneously with this Agreement (the "Technology Agreement").
D. The parties now desire to enter into an agreement pursuant to which
Cisco agrees to sell and Netro agrees to purchase a limited number of the
Products under the terms and conditions set forth herein.
NOW, therefore, in consideration of the terms and conditions of this
Agreement, the parties agree as follows:
1. DEFINITIONS
Terms used in this Agreement not otherwise defined elsewhere shall have
the meanings ascribed to them below.
1.1 "Netro's Boards" shall mean the boards developed by Netro for
integration and use with the Products. "Netro's Boards" are more fully described
in Appendix A attached hereto.
<PAGE> 2
1.2 "Products" shall mean collectively Cisco's MGX 8220 shelves and
associated components and firmware. "Products" are more fully described in
Appendix A & B attached hereto.
1.3 "Purchase Order" shall mean the formal order issued by Netro for the
purchase of Products. The Purchase Order shall include the following items: (a)
identification of each item of Products by model or part number; (b) quantity
requested; confirmation of price; (d) shipment instructions, including
identification of requested carrier, delivery schedule and destination; and (e)
reference to the terms and conditions of this Agreement.
1.4 "Purchase Period" shall mean a period of time commencing on the
Effective Date and ending fifteen (15) months thereafter. During the "Purchase
Period" Netro will be permitted to purchase Products from Cisco and Cisco will
sell Products to Netro subject to the terms and conditions of this Agreement.
1.5 "Software" shall mean those software products developed by or for
Cisco for integration and use with the Products and provided to Netro under this
Agreement. "Software" is more fully described in Appendix A attached hereto.
"Software" includes any associated documentation, bug fixes, upgrade, revisions,
enhancements or modifications provided to Netro by Cisco under this Agreement.
1.6 "Technology Agreement" shall mean the "Technology Agreement," to be
executed contemporaneously with this Agreement, pursuant to which Cisco will
license to Netro certain rights to the design of a specified subset of the
Products.
2. PURCHASE AND SALE
2.1 Netro shall have the right to purchase Products from Cisco and Cisco
will sell to Netro on the terms and conditions of this Agreement and to resell,
lease or otherwise distribute as follows:
(a) Netro may purchase no more than [***] units of the Products (in terms
of complete systems as more fully described in Appendix A) during the Purchase
Period. In addition, Netro may purchase adequate components, such as trunk
cards, to ensure the proper product mix for these [***] complete systems. Any
complete system purchased by Cisco from Netro after Netro has integrated Netro's
Board with the Product shall not count toward the [***] unit limit.
(b) Netro may purchase the Products for integration with Netro's Boards.
Netro may resell, lease or distribute the Products only after they have been
integrated with Netro's Boards.
(c) Netro may resell, lease or distribute the Products directly to its
end-user customers or through multiple tiers of distribution, for use with or
attachment to any vendor's ATM, switch or mux.
[***] CONFIDENTIAL TREATMENT REQUESTED
-2-
<PAGE> 3
(d) Netro must brand, promote, market and sell the Products as Netro's own
products using Netro's own trademarks, trade names and trade dress.
Additionally, Netro is responsible for re-labeling the Products, by removing
Cisco labels or completely covering Cisco labels, so that only Netro's name
appears on the Product. Netro may not partially remove, cover or deface Cisco's
label in a manner that may cause damage to Cisco's trademark rights. Therefore,
Netro agrees that upon request Netro will permit Cisco to inspect samples of the
relabeled Products and Netro will correct any improper labeling identified by
Cisco.
(e) Netro must load the Software onto each unit of the Products.
Netro acknowledges that failure to comply with Section 2.1(d) or Section
2.1(e) shall constitute a breach of the Agreement and shall entitle Cisco to
terminate this Agreement pursuant to Section 13. This acknowledgment shall,
however, in no way imply that breaches of this Agreement by Netro are limited to
a breach of Section 2.1(d) or Section 2.1(e).
2.2 Netro shall not have the right to purchase the Products from Cisco and
resell, lease or otherwise distribute except as specified in Section 2.1.
Further, the following restrictions shall apply to Netro's purchase rights:
(a) Netro may not resell the Products on a stand-alone basis without
Cisco's prior written consent.
(b) Netro may not distribute the Products without first loading the
Software onto each unit. Further, Netro may only make up to [***] copies of the
Software, each of which must be loaded onto a Product. Netro agrees to
indemnify, defend and hold Cisco harmless from and against any claim, liability
or damages which may result from reproducing, using or distributing any third
party software contained in the Software in a manner not expressly authorized
under this Agreement (e.g., Netro distributes the Software on a stand alone
basis or Netro distributes more than [***] copies of the Software).
(c) Netro may not purchase more than [***] of the Products (in terms of
completed systems as more fully described in Appendix A).
(d) Netro may not purchase the Products after the end of the Purchase
Period even if Netro has purchased less [***] units of the Products (in terms of
completed systems as more fully described in Appendix A).
2.3 Software License. Cisco hereby grants Netro a non-exclusive license to
use the Software solely in conjunction with, and as incorporated on, such
Products, subject to payment of license fees as included in the purchase price
for each Product. Netro may sublicense such rights to use the Software only to
its customers, subdistributors (subject to the condition as set forth in Section
2.2(b) and their customers (and any customers' lessees) who purchase the
Products provided that any such customer must execute an end user agreement
meeting the requirements of Section 2.4. Netro receives no title or ownership
rights to the Software. Except for the license granted in this Section 2.3, all
right, title and interest in the Software shall remain
[***] CONFIDENTIAL TREATMENT REQUESTED
-3-
<PAGE> 4
the exclusive property of Cisco or its licensors. Except as may otherwise
expressly be set forth in this Agreement, this Agreement does not entitle Netro
to the receipt or use of, or access to, Software source code or any right to
reproduce the Software or the documentation. None of Netro or any of its
sublicensees shall decompile, reverse engineer or otherwise attempt to gain
access to the Software source code.
2.4 End-User License. Distribution of Software shall be subject to Netro's
end user customers being bound by an end user license agreement which at the
least shall (i) grant each such customer a nontransferable, non-exclusive, fully
paid license to use the Software solely in conjunction with, and as incorporated
on, the Products obtained from the Netro and solely for such customer's internal
business purposes; (ii) indicate that Cisco and its licensors are the owners of
the Software; (iii) prohibit the customer from decompiling, reverse engineering
or otherwise attempting to gain access to the Software source code; (iv)
identify Cisco as a third-party beneficiary of the End User Agreement; and (v)
indicate that Cisco accepts the rights of a third party beneficiary. Netro shall
prepare a translation of such End User Agreement to be used for informational
purposes only; the English version of the End User Agreement shall control at
all times. Netro will provide Cisco with copies of End User Agreements executed
by customers, upon request. Netro will use its best efforts to ensure that all
customers abide by the terms of their End User Agreements. Upon request by
Cisco, Netro will keep Cisco apprised of its activities to enforce such
provisions with particular customers. Netro shall ensure that Cisco will have
the right to enforce such agreements as a third-party beneficiary. Netro agrees
that (i) Cisco may join Netro as a named plaintiff in any suit brought by Cisco
against customers and (ii) Netro will take such other actions, give such
information and render such aid, as may be necessary to allow Cisco to bring and
prosecute such suits.
3. PURCHASE PRICE AND DISCOUNT
3.1 Price. The purchase price to Netro for the Products pursuant to this
Agreement shall be [***] percent off Cisco's then-current list price, a copy of
which is attached hereto as Appendix A. Appendix A shall be revised or replaced
if Cisco's list prices change.
4. PURCHASE ORDERS
4.1 Ordering Period. Netro shall purchase the Products pursuant to this
Agreement by issuance of its Purchase Orders within the Purchase Period. This
Agreement shall control the purchase of all Products by Netro from Cisco, and no
terms in any Purchase Order, invoice, acknowledgment or like document shall
serve to add to or modify the terms of such sales unless agreed to in a writing
signed by both parties
4.2 Purchase Order and Acceptance. Purchase Orders may be made by
telephone and, in such event, shall be followed by a hard copy (including
facsimile) confirming the Purchase Order within five (5) days. Cisco shall
promptly acknowledge Purchase Orders submitted by Netro and, if such Purchase
Orders conform to the terms and conditions of this Agreement and Netro is in
compliance with the terms and conditions of this Agreement, then Cisco will
accept the Purchase Order. Purchase Orders shall specify a lead time not less
than Cisco's then current
[***] CONFIDENTIAL TREATMENT REQUESTED
-4-
<PAGE> 5
standard lead time, which shall be thirty (30) days unless Cisco notifies Netro
to the contrary. Cisco shall use reasonable efforts to notify Netro of the
acceptance or rejection of a purchase order within ten (10) days of receipt of
the purchase order, however, no purchase order will be binding upon Cisco until
accepted by Cisco in writing. Partial shipment of an order will not constitute
acceptance of an entire order. Cisco shall use reasonable efforts to ship
Products covered by a Purchase Order so as to ensure receipt prior to the
corresponding confirmed delivery date. Netro's sole and exclusive remedy if
Cisco fails to so ship such Products at that time shall be to require Cisco to
reschedule delivery within fourteen (14) days of the original scheduled delivery
date.
4.3 Forecasts. Not less than five (5) days after the Effective Date, Netro
shall deliver to Cisco its good faith, non-binding forecast of Netro's estimated
demand for the during the first two (2) calendar quarter of the Purchase Period.
Netro shall deliver to Cisco a good faith, non-binding forecast for each
additional calendar quarter at least sixty (60) days prior to the commencement
of such calendar quarter. The submission of a forecast shall not require Netro
to make any purchases and does not constitute an order.
4.4 Cancellation. Netro may cancel, postpone or reschedule delivery of the
Products ordered pursuant to Purchase Orders upon notice to Cisco prior to
scheduled delivery as set forth below. Any cancellation of delivery of the
Products less than ninety (90) days prior to the scheduled delivery date shall
be subject to a cancellation charge to Netro based on the table below. A
postponement or postponements which are to a date more than thirty (30) days
after the original scheduled delivery date and which are made at Netro's request
may at Cisco's option by written notice to Netro be treated as a cancellation
pursuant to this Section 4.4. The provisions of this Section 4.4 shall survive
any termination of this Agreement with respect to Purchase Orders issued prior
to such termination.
<TABLE>
<CAPTION>
Cancellation
Number of Days Charge
Before Scheduled (Percentage of
Delivery (Purchase Price):
- ----------------- ------------------
<S> <C>
More than 90 days [***]
90 days - 61 days [***]
60 days - 46 days [***]
45 days - 31 days [***]
30 days or less [***]
</TABLE>
5. DELIVERY TITLE AND SHIPMENT
[***] CONFIDENTIAL TREATMENT REQUESTED
-5-
<PAGE> 6
5.1 Delivery. Delivery ("Delivery") will be made Ex Works Cisco's facility
at the address listed above per INCOTERMS 1990.
5.2 Title. Title for the Products, except as to Software, and risk of loss
or damage shall pass to Netro as of Delivery.
5.3 Shipping. All Products delivered pursuant to the terms of this
Agreement shall be suitably packed for shipment in shipping cartons reasonably
designed to prevent damage, marked for shipment to the address specified in
Netro's Purchase Order (which may be Netro's customer's address), and delivered
to a carrier or forwarding agent chosen by Netro. Should Netro fail to designate
a carrier, forwarding agent or type of conveyance, Cisco shall make such
designation in conformance with its standard shipping practices.
6. PAYMENT AND REPORTS
6.1 Payment Terms. Netro shall pay for the Products delivered hereunder in
US dollars, net thirty (30) days from the later of Delivery or the date of
Cisco's invoice. Overdue payments shall be subject to a monthly charge of the
lesser of one and one-half percent (1.5%) per month or the maximum rate allowed
by law. Cisco reserves the right to change credit terms, when, in Cisco's sole
opinion, the financial condition and past payment history of Netro so warrant
such a change. Any such change in the credit terms provided herein will be
notified to Netro. Netro will pay all of Cisco's costs and expenses (including
reasonable attorneys' fees) to enforce and preserve Cisco's rights under this
Section 6.1. In the event that Netro becomes delinquent in the payment of any
sum due hereunder, Cisco may suspend performance until such delinquency is
corrected.
6.2 Taxes. Netro shall pay sums equal to taxes (including, without
limitation, sales, withholding, value-added and similar taxes) and customs
duties paid or payable (however designated, levied, or based) on amounts payable
to Cisco hereunder or on Netro's or a Netro customer's use or possession of the
Products under or in accordance with the provisions of this Agreement, but
exclusive of national and local taxes based on Cisco's net income.
6.3 Reports. Netro shall provide Cisco monthly point of sale reports
showing the following information:
(a) sales activity the preceding calendar month,
(b) end user's and purchaser's name, vertical market, and ship-to
(country, state, province, city, zip/postal code, and
(c) for each end user ship to address:
(i) units sold but not installed or not consigned, and
(ii) units on loan, under evaluation or demonstration.
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<PAGE> 7
Each piece of information indicated above shall come in separate fields. The
reports shall be delivered to Cisco in electronic, delimited text format to:
Shastri Divakaruni (e-mail: [email protected], phone: 408-527-2379). This
information shall be subject to the confidentiality obligations set forth in
Section 16 and shall not be used for competitive purposes.
7. ACCEPTANCE
Netro or its designated party shall inspect the Products within thirty
(30) days of Delivery. Any Product which fails to conform to the specifications
(as attached hereto as Appendix B) may be rejected by Netro and returned to
Cisco in accordance with the procedure described in Section 8.3, for repair or
replacement, at Cisco's option. Any Products not so rejected will be deemed
accepted at the end of the thirty (30) day period.
8. WARRANTY AND IN-WARRANTY REPLACEMENT
8.1 Products Warranty. For a period of [***] from the date of Delivery
(the "Warranty Period"), Cisco warrants that the hardware portions of the
Products shall be free of defects in material and workmanship. In the event that
Cisco receives notice from Netro during the Warranty Period that any Product
does not conform to the requirements of this warranty, Cisco shall, at its
option, repair or replace the non conforming Products. Products repaired or
replaced shall be rewarranted for [***] in accordance with the above.
8.2 Software Warranty. Cisco warrants that the media on which the Software
is recorded will be free from defects in materials and workmanship under normal
use for a period of [***] from the date of delivery. Netro's sole and exclusive
remedy, and Cisco's sole and exclusive liability, under this warranty will be
replacement of the media.
8.3 Warranty Procedures. An item may only be returned with the prior
written approval of Cisco in accordance with Cisco's standard warranty
procedures. Once Cisco authorizes the return of any defective item, Netro will
ship such Product to the designated repair facility, freight prepaid, in its
original shipping container or in a container of equivalent protective
constitution. All other fees (including but not limited to customs clearance)
shall be borne by Netro. Any transportation costs incurred in connection with
the re-delivery of a repaired or replaced item to Netro shall be borne by Cisco,
provided that such costs shall be borne by Netro if Cisco reasonably determines
that the item is not nonconforming. If Cisco reasonably determines that the
allegedly defective item is not covered by the terms of the warranty provided
hereunder or that a warranty claim is made after the warranty period, the cost
of repair by Cisco, including all shipping expenses, shall be reimbursed by
Netro. CISCO SHALL HAVE NO LIABILITY WITH RESPECT TO DATA CONTAINED IN ANY
SYSTEM RETURNED TO CISCO.
8.4 Exclusions. The express warranties set forth in Sections 8.1 and 8.2
above shall not apply to defects in Products: (i) caused through no fault of
Cisco during shipment to or from Netro, (ii) caused by the use or operation of
Products in an application or environment other than that intended or
recommended by Cisco, (iii) caused by any of Netro's Boards or any other
[***] CONFIDENTIAL TREATMENT REQUESTED
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<PAGE> 8
components, software or materials supplied by Netro, (iv) caused by integration
services performed by Netro, (iv) caused by modifications or alterations made to
the Products by any party other than Cisco, (vi) caused by the unauthorized use
of the Products by Netro, a customer or any other third party, (vii) caused by
failure of Netro to comply with any of the return procedures specified in this
Agreement, or (viii) which are the result of the Products being subjected to
unusual physical or electrical stress.
8.5 Stored Data. Netro will be responsible for saving or backing up data
contained in any Product returned to Cisco for in-warranty or out-of-warranty
repairs or service. CISCO WILL HAVE NO RESPONSIBILITY FOR SUCH DATA AND WILL
HAVE NO LIABILITY ARISING OUT OF ANY DAMAGE TO OR LOSS OF SUCH DATA WHILE THE
PRODUCT IS IN CISCO'S POSSESSION.
8.6 Disclaimer. EXCEPT FOR THE ABOVE EXPRESS WARRANTIES SET FORTH IN
SECTIONS 8.1 AND 8.2 ABOVE, CISCO MAKES AND NETRO RECEIVES NO WARRANTIES OR
CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS
AGREEMENT OR PRIOR COMMUNICATION WITH NETRO, AND CISCO SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OF SOFTWARE OR HARDWARE. CISCO
DOES NOT WARRANT OR REPRESENT THAT ALL ERRORS IN THE SOFTWARE OR ASSOCIATED
DOCUMENTATION WILL BE CORRECTED.
9. OUT-OF-WARRANTY REPAIR AND SPARE PARTS
Cisco shall provide out-of-warranty repair and spare parts for all
Products purchased under this Agreement for a period of one (1) year after the
termination or expiration of this Agreement in accordance with Cisco's then
standard policy, or any Netro Service Agreement in effect between the parties.
Repairs and spare parts shall be warranted for ninety days, subject to the terms
and conditions of warranty set forth in Section 8, above.
10. SUPPORT
10.1 Product and Software Support. Netro will be responsible for providing
direct support to its customers for the Products and Software, including all
Level 1 Support and Level 2 Support, as defined below. Cisco will provide Level
3 Support, as defined below, to Netro. Cisco's support will be provided and
billed to Netro on a time and materials basis. Netro agrees to provide Cisco a
telephone call transfer mechanism for Netro service calls intended for Netro but
received by Cisco. The companies each designate an engineer as the single point
of contact for support requests from Netro as follows: for Cisco: initially
Shastri Divakaruni (e-mail: [email protected], phone: 408-527-2379) but only
until such time as Cisco notifies Netro in writing of another point of contact,
and for Netro: Zohar Lotan. Either party may change the point of contact by
prior written notice to the other party. The Cisco engineer shall be available
by pager Monday through Friday, 9:00 am - 5:00 PM Pacific Time, excluding Cisco
holidays.
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<PAGE> 9
For purposes of this Agreement, level 1, level 2 and level 3 support shall have
the meanings set forth below:
(a) "Level 1 Support" includes the ability to provide general Product and
Software information and configuration support; collect relevant technical
problem identification information; perform base problem determination; provide
basic support on the standard protocols and features,
(b) "Level 2 Support" includes Level 1 Support plus the ability to support
problem isolation and Product or Software specification defect determination;
provide lab simulation and interoperability testing; define an action plan;
analyze traces; provide advanced support on all protocols and features;
reproduce problems in a lab, diagnose problems remotely and provide Cisco with
complete steps to reproduce a problem.
(c) "Level 3 Support" includes fixing only those problems identified and
proven unambiguously to be in Product or Software. Such Level 3 Support shall
terminate upon the earlier to occur of the termination or expiration of this
Agreement or thirty-six (36) months from the First Customer Shipment (FCS) of
the Software. The requirement for Cisco to provide level 3 support is as
follows:
- - Interface for the support is through Netro Engineering. Only 1 to 2 engineers
will be designated as point of contact for this interface.
- - Netro Engineer(s) should be familiar with the product.
- - Netro engineering will first reproduce, isolate and identify the problem in
Product or Software before requesting the support.
- - Problem has to be well documented and sent to Cisco engineering contact,
preferably by email.
- - Netro will provide at least two fully functional systems with their service
modules for the purpose of debugging and fixing the problem. Netro will also
assist Cisco engineer in configuring the system for the required application.
10.2 No Software Revisions. Cisco will not be required to provide any new
feature releases of Software to Netro.
10.3 Documentation. Cisco shall provide Netro with documentation
("Documentation") free of charge, in order to permit Netro to sell and support
the Products efficiently. All such documentation will be camera ready and will
also be provided in electronic format stored in a manner acceptable to Netro.
Cisco hereby grants Netro a fully paid, non-exclusive license to modify, use,
incorporate and reproduce such documentation, provided that either Cisco or
Netro's copyright notice is reproduced on all such Documentation. Netro shall be
solely responsible for the accuracy of all of its modifications.
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<PAGE> 10
11. AGENCY COMPLIANCE AND CERTIFICATION RESPONSIBILITIES.
11.1 Netro will be solely responsible for EMI/RFI, Immunity, Safety and
Homologation of the Products as integrated with Netro's Boards. These
responsibilities may include, but are not limited to, the following:
(a) Translation into English of specifications and other documents
from local regulatory agencies and/or test houses,
(b) Acquisition of technical standards, regulatory procedures and
forms,
(c) Submission of documents and product registrations,
(d) Product testing, debugging and fixing problems to meet
regulatory compliance requirements,
(e) Coordination of any field trials which may be required.
11.2 Cisco may, in its sole discretion, provide Netro with assistance in
connection with Netro's compliance activities.
12. DESIGN, PURCHASE AND MANUFACTURING RIGHTS.
12.1 Design License for the Products. Contemporaneously with the execution
of this Agreement, the parties shall execute the Technology Agreement pursuant
to which Cisco shall grant to Netro an irrevocable, fully paid up, worldwide,
non-exclusive right and license to the design of a specified subset of the
Products for purposes of permitting Netro to modify such design and to make or
have made derivatives of the Products for sale by Netro.
12.2 Cisco's Purchase Rights. In the event that Cisco elects to become an
OEM reseller or integrator of Netro's AirStar system, Netro agrees to grant
Cisco the following rights:
(a) Cisco may purchase from Netro's suppliers Netro's Board and any
new version of Netro's Board which incorporates upgrades, enhancements,
modifications or improvements made by Netro. Netro agrees upon Cisco's request
to arrange for Cisco to make purchases of Netro's Board directly from Netro's
suppliers upon the same price, terms and conditions as Netro purchases Netro's
Board.
(b) Cisco may purchase AirStar systems, including Netro's Board (and
any new version of Netro's Board which incorporates upgrades, enhancements,
modifications or improvements made by Netro) directly from Netro for a price,
and under terms and conditions, no less favorable than Netro offers its most
favored customer purchasing similar volumes of products in similar
circumstances. The parties agree that this subsection does not permit Cisco to
purchase custom versions of the AirStar systems or Netro's Boards, where custom
is defined to include versions of such products that are developed for sale to a
single customer or that are developed as a result of customer funded research
and development.
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<PAGE> 11
(c) Cisco may resell and distribute Netro's Boards and the AirStar
system directly to end-users or indirectly to end users through Cisco's
distributors, systems integrators, value added resellers and resellers.
If appropriate, the parties shall negotiate in good faith the terms and
conditions of an OEM agreement for Netro's Board and the AirStar system. Cisco
agrees not to reverse engineer Netro's Board or to decompile, reverse engineer
or otherwise attempt to gain access to the source code for Netro's Board.
12.3 Limitation. Except as expressly set forth in this Agreement the
Technology Agreement referenced above, Cisco does not grant and Netro does not
receive any additional rights or licenses, including, without limitation, rights
to use any Cisco trade name, trademark or trade dress or the right to use the
design of the Product for any purpose other than manufacture and sale of
derivative Products integrated with Netro's Board.
13. TERM
13.1 Term. This Agreement shall commence as of the Effective Date and
shall continue through the Purchase Period, unless earlier terminated in
accordance with this Section 13. Termination shall not excuse either party from
payment of amounts owed to the other party prior to termination.
13.2 Termination for Breach. Either party may terminate this Agreement
and/or cancel any or all Purchase Orders for undelivered Products upon written
notice to the other party if such other party fails to correct any failure to
fulfill any of its obligations under this Agreement, within thirty (30) days
after receipt of notice specifying such failure, except in the case of breaches
of the payment obligation, where termination shall be effective fifteen (15)
days from the date of notice if the default is not cured. Termination shall not
be deemed an exclusive remedy, and the parties shall retain any right to seek
other remedies in law or equity which might be available on account of breach of
the Agreement.
13.3 Termination by Cisco. Cisco may terminate the Agreement upon thirty
(30) days' written notice to Netro in the event there is a change of control of
Netro resulting in any of the competitors of Cisco named in Appendix C acquiring
control of Netro; provided, however, that Netro shall be permitted to place a
"last time" purchase order for Products within such the thirty (30) day period
following Cisco's notice. A change of control is deemed to occur if (a) 50% or
more of the voting stock of Netro is acquired, directly or indirectly, by a
third party, (b) if a third party is able to appoint or cause to be appointed a
majority of the members of the board or directors of Netro, or otherwise control
the management of Netro or, in the event that Netro is not organized as a
corporation, if a third party is able to appoint or cause to be appointed a
majority of the management committee of Netro, or (c) if all or substantially
all of Netro assets are acquired or transferred to a third party by merger,
acquisition or other form of consolidation.
13.4 No Liability For Expiration or Dealer Termination. Cisco shall not,
by reason of the expiration or termination of this Agreement, be liable to Netro
for compensation,
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<PAGE> 12
reimbursement or damages on account of any loss of prospective profits or
anticipated sales or on account of expenditures, investments, leases, or
commitments made in connection with this Agreement or the anticipation of
extended performance hereunder.
13.4 Survival. The provisions of Sections 6, 8, 9, 10, 11, 14, 15, 16 and
17 shall survive any termination or expiration of this Agreement.
14. LIMITATION OF LIABILITY. CISCO'S LIABILITY ARISING OUT OF THIS AGREEMENT
AND/OR SALE OF THE PRODUCTS SHALL BE LIMITED TO THE LESSER OF $500,000 OR THE
AMOUNT PAID BY NETRO TO CISCO IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT
WHICH GAVE RISE TO THE LIABILITY. IN NO EVENT SHALL CISCO HAVE ANY LIABILITY FOR
ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION,
THOSE RESULTING FROM THE USE OF PRODUCTS PURCHASED HEREUNDER, OR THE FAILURE OF
THE PRODUCTS TO PERFORM, OR FOR ANY OTHER REASON. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE
PARTIES AGREE THAT THEY ARE EACH SOPHISTICATED ENTITIES KNOWLEDGEABLE ABOUT
TELECOMMUNICATIONS PRODUCTS, AND THIS LIMITATION IS REASONABLE AND NEGOTIATED
FOR CONSIDERATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
15. INTELLECTUAL PROPERTY INDEMNIFICATION.
15.1 Cisco's Obligation.
(a) Indemnity. Cisco agrees to defend and hold Netro harmless against any
loss, liability or expense (including reasonable attorneys fees) paid to third
parties arising from any action or claim brought or threatened against Netro
alleging that the Products under normal use infringe any third party's patent,
copyright, trademark, trade secret or other intellectual property right. Cisco
will be released from its obligations under this Section 15.1 unless Netro
provides Cisco with (i) prompt written notice of such claim or action, (ii) sole
control and authority over the defense or settlement of such claim or action and
(iii) proper and full information and reasonable assistance to defend and/or
settle any such claim or action.
(b) Remedy. In the event that the Products are held, or in Cisco's sole
opinion, may be held to constitute such an infringement, Cisco may, at its
option and expense, (i) obtain for Netro the right to continue to use such
Products as intended or (ii) modify the Products so that they become
non-infringing. If neither of the foregoing alternatives is in Cisco's sole
opinion reasonably available to Cisco, Cisco shall accept return of the
infringing Products and refund to Netro the depreciated value of the Products,
as measured over a thirty-six (36) month life span.
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<PAGE> 13
(c) Limitations. Notwithstanding the provisions of Section 14 above, Cisco
assumes no liability for infringement claims arising from (i) combination of the
Products with other products not provided by Cisco, where the Products alone
would not infringe, (ii) the modification of the Products unless such
modification was made or authorized by Cisco, where such infringement would not
have occurred but for such modifications, (iii) integration of Netro's Boards
and the Product, where such infringement would not have occurred but for such
integration, (iv) Cisco's compliance with specifications provided by Netro, (v)
any marking or branding placed on the Products by, or at the request of, Netro,
or (vi) any third-party products furnished hereunder to complete Netro's order
which are not ordinarily supplied by Cisco. Further, Netro agrees to defend and
hold Cisco harmless against any loss, liability or expense (including reasonable
attorneys' fees) paid to third parties arising from any action or claim brought
or threatened against Cisco and based on or as a result of any or items (i)
through (vi) above.
(d) DISCLAIMER. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS
OF CISCO AND THE EXCLUSIVE REMEDY OF NETRO, WITH RESPECT TO ANY ALLEGED OR
ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS OR OTHER
INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS.
16. CONFIDENTIAL INFORMATION PROPRIETARY RIGHTS
16.1 Confidentiality. All confidential information disclosed by either
party to the other in connection with this Agreement shall be subject to the
provisions of the Mutual Nondisclosure Agreement dated and effective February 5,
1998 between Cisco and Netro.
16.2 Proprietary Rights. Netro shall not remove any proprietary notices
incorporated in, marked on, or fixed to the Products by Cisco. Netro confirms
that Cisco owns all right, title, and interest in the product lines that include
the Products and in all of Cisco's patents, trademarks, trade names, inventions,
copyrights, know-how, and trade secrets relating to the design, manufacture,
operation or service of the Products. The use by Netro of any of these property
rights is authorized only to the extent expressly provided in this Agreement and
only for the purposes herein set forth, and upon termination of this Agreement
for any reason such authorization shall cease. The Products are sold and the
Software is licensed by Cisco subject, in every case, to the condition that such
sale or license does not convey any license, expressly or by implication, to
manufacture, duplicate, or otherwise copy or reproduce the Products or Software,
through reverse engineering or any other means. Netro agrees to take appropriate
steps with its customers, as Cisco may request, to inform them of and assure
their compliance with the restrictions contained in this Section 16.2. Nothing
herein shall grant to Netro any right, title or interest in such trademarks. At
no time during or after the term of this Agreement shall Netro challenge or
assist others to challenge the trademarks or the registration thereof or attempt
to register any trademarks, marks or trade names confusingly similar to the
trademarks.
17. MISCELLANEOUS
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<PAGE> 14
17.1 Assignment. This Agreement and all rights and obligations hereunder,
excepting the right to receive payment, are personal to the parties hereto and
may not be assigned in whole or in part by either party without the prior
written consent of the other, except pursuant to a merger, consolidation or sale
or substantially all of the assets or capital stock of the assigning party which
does not result in termination of this Agreement under Section 13.3.
17.2 Governing Law. This Agreement shall be construed and the respective
rights of the parties hereto determined according to the laws to the State of
California, without giving effect to the principles of conflict of laws thereof.
The 1980 United Nations Convention on Contracts for the International Sale of
Goods shall not apply.
17.3 Venue. The exclusive jurisdiction and venue of any action with
respect to the subject matter of this agreement shall be the state courts for
the State of California for the County of Santa Clara or the United States
District Court for the Northern District of California and each party submits
itself to the exclusive jurisdiction and venue of such courts for the purpose of
any such action.
17.4 Export Controls. Cisco and Netro shall comply in all respects with
all United States laws and regulations as will from time to time govern the
license and delivery of technology and Products abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, International Trade
Administration, Bureau of Export Administration.
17.5 Notices. All notices, waivers and consents in connection with this
Agreement shall be in writing and shall be deemed given when delivered by hand
or received by certified mail, postage prepaid, return receipt requested, or
sent by facsimile transmission (confirming the same by mail) or internationally
recognized overnight courier service. All notices or communications between
Netro and Cisco pertaining to this Agreement shall be addressed as follows:
If to Cisco:
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706
Attn.: General Counsel
If to Netro:
Netro Corporation
3860 North First Street
San Jose, California 95134
Attn.: Chief Financial Officer
or to such other address as a party may direct in writing.
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<PAGE> 15
17.7 Amendments. This Agreement may be amended or supplemented only in
writing designated as such an amendment or supplement and signed by a duly
authorized officer of both parties.
17.8 Waiver. Except as specifically provided in a waiver signed by a duly
authorized officer of the party seeking enforcement, the failure to enforce or
the waiver of any term of this Agreement shall not constitute the waiver of such
term at any time or in any circumstance and shall not give rise to any
restriction on or condition to the prompt, full and strict enforcement of the
terms of this Agreement.
17.9 References. The paragraph headings and the recitals used herein are
for convenience of reference only and shall not alter or affect the terms, or
interpretation, of this Agreement.
17.10 Force Majeure. Neither Cisco nor Netro shall be liable to the other
for any default hereunder (other than with respect to payment) if such default
is caused by an event beyond such party's control, including without limitation
acts or failures to act of the other party, floods, fires, governmental acts or
directives, unavailability of transportation or supply, strikes and acts of God
(collectively known as a "Force Majeure Event"). In the event of a threatened
default or default as a result of any of the above causes, the defaulting party
shall exercise its best efforts to avoid and cure such default. In the event
such an event prevents performance hereunder for a period in excess of ninety
(90) days, then the non-defaulting party may elect to terminate this Agreement
and/or cancel or suspend any Purchase Orders hereunder by notice to the
defaulting party.
17.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
17.12 Publicity. Each party and their representatives shall not issue or
cause to be issued any press release, public announcement or other public
statement with respect to the transactions contemplated by this Agreement
without the prior written consent of the other party, which consent may be
withheld at such other party's sole discretion (except as required by law or
government regulation, in which case the other party shall have the opportunity
to request confidential treatment of the proposed disclosure, including
obtaining protective orders or permission to redact any information which will
be publicly available).
17.13 Mutual Release.
(a) Netro's Release. In consideration of the rights and licenses granted
to Netro under this Agreement and the Technology Agreement, Netro hereby
releases and forever discharges Cisco and its direct or indirect assigns,
parents, predecessors, successors, subsidiaries or affiliated corporations or
business entities, past and present, as well as its directors, officers,
partners, shareholders, agents, employees, attorneys, servants, successors and
assigns, past and present, and each of them, from any and all claims, liens,
demands, causes of action, obligations,
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<PAGE> 16
damages and liabilities, known or unknown, that Netro has had in the past, or
now has, or may have in the future against Cisco, or any other persons or
entities, arising directly or indirectly out of or related in any way to any
prior business dealings, negotiations, discussions or agreements between parties
or their predecessors, successors, subsidiaries or affiliated corporations or
business entities, past and present, as well as its directors, officers,
partners, shareholders, agents, employees, attorneys, servants successors and
assigns, past and present. Netro agrees and covenants that it will not ever
institute any suit or action at law or in equity against Cisco by reason of any
claims or causes of action described above.
(b) Netro's Waiver of Unknown Claims. Netro expressly understands and
acknowledges that it is possible that unknown losses or claims exist or that
present losses may have been underestimated in amount or severity, and that it
explicitly took that into consideration in entering into this Agreement. With
knowledge of the possibility of unknown claims, a portion of the consideration
provided for herein was given in exchange for a full accord, satisfaction and
discharge of all such claims. Consequently, Netro acknowledges and agrees that
it is fully aware of and hereby waives all rights or benefits which it may now
or in the future have under the provisions of California Civil Code Section
1542, which section has been explained fully by counsel and which provides as
follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with debtor.
(c) Cisco's Release. Cisco hereby releases and forever discharges Netro
and its direct or indirect assigns, parents, predecessors, successors,
subsidiaries or affiliated corporations or business entities, past and present,
as well as its directors, officers, partners, shareholders, agents, employees,
attorneys, servants successors and assigns, past and present, and each of them,
from any and all claims, liens, demands, causes of action, obligations, damages
and liabilities, known or unknown, that Cisco has had in the past, or now has,
or may have in the future against Netro, or any other persons or entities,
arising directly or indirectly out of or related in any way to any prior
business dealings, negotiations, discussions or agreements between parties or
their predecessors, successors, subsidiaries or affiliated corporations or
business entities, past and present, as well as its directors, officers,
partners, shareholders, agents, employees, attorneys, servants successors and
assigns, past and present. Cisco agrees and covenants that it will not ever
institute any suit or action at law or in equity against Netro by reason of any
claims or causes of action described above.
(d) Cisco's Waiver of Unknown Claims. Cisco expressly understands and
acknowledges that it is possible that unknown losses or claims exist or that
present losses may have been underestimated in amount or severity, and that it
explicitly took that into consideration in entering into this Agreement. With
knowledge of the possibility of unknown claims, a portion of the consideration
provided for herein was given in exchange for a full accord, satisfaction and
discharge of all such claims. Consequently, Cisco acknowledges and agrees that
it is fully aware of and hereby waives all rights or benefits which it may now
or in the future have under the
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<PAGE> 17
provisions of California Civil Code Section 1542, which section has been
explained fully by counsel and which provides as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with debtor.
(e) Limitation. The parties acknowledge and agree that the mutual releases
and waivers contained in Sections 17.13(a), (b), (c) and (d) above do not apply
to claims, liens, demands, causes of action, obligations, damages and
liabilities arising out of, or relating to, (1) any purchase orders for the
Products placed Netro and accepted by Cisco prior to the Effective Date of this
Agreement or (2) a breach of the terms and conditions of this Agreement or the
Technology Agreement.
17.14 Entire Agreement. The Technology Agreement and this Agreement,
including any Appendices, schedules and tables attached hereto which either have
been specifically referred to herein or have been initialed by the parties,
constitute the entire agreement between the parties with respect to the subject
matter. This Agreement supersedes all prior discussions, understandings,
agreements and representations with respect to the subject matter hereof.
17.15 Relationship of the Parties. The parties are independent contractors
under this Agreement and no other relationship is intended, including a
partnership, franchise, joint venture, agency, employer/employee, fiduciary,
master/servant relationship, or other special relationship. Neither party shall
act in a manner which expresses or implies a relationship other than that of
independent contractor, nor bind the other party. The parties acknowledge and
agree that any breach of the foregoing sentence shall be deemed a material
breach of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CISCO SYSTEMS, INC. NETRO CORPORATION
By: /s/ CISCO SYSTEMS By: /s/ GIDEON BEN-EFRAIM
----------------------------------- -----------------------------------
Name: Name: Gideon Ben-Efraim
----------------------------------- -----------------------------------
Title: Title: CEO
----------------------------------- -----------------------------------
12/10/98
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Appendix A
1.1 Netro's Boards
BSC-E-2000-00
BWSM in Cisco Terminology
1.2 Products
<TABLE>
<CAPTION>
PRODUCT NUMBER PRODUCT DESCRIPTION LIST PRICE
- -------------- ------------------- ----------
<S> <C> <C>
Cisco MGX 8220 Edge Concentrator
MGX 8220 MGX8220, 16-Slot, Rack-Mount, ASC, ASC-BC [***]
MGX 8220 Core Cards
AX-ASC/B-R Redundant ASC: Includes ASC-BC [***]
AX-ASC2 MGX 8220 Controller Card, Enhanced [***]
AX-ASC2-R Redundant ASC2: Includes ASC-BC [***]
AX-BNM-T3 Broadband Network Module-One T3 Port [***]
AX-BNM-E3 Broadband Network Module-One E3 Port [***]
AX-T3E3-D-BC BNM Back Card with DB15 Clock Connector [***]
AX-T3E3-B-BC BNM Back Card with BNC Clock Connector [***]
AX-BNM-155 Broadband Network Module with one SONET/SDH (155 Mbps) Port [***]
AX-SMF-155 BNM Back Card with a Single Mode Fiber Interface [***]
MGX 8220 Power Cords
PWRCD-ANZ= Power Cord with AS 3112 Plug (Australia, New Zealand) [***]
PWRCD-EU= Power Cord with CEE 7/7 plug (Continental Europe) [***]
PWRCD-GBI= Power Cord with BS 1363 plug (Great Britain, Ireland) [***]
PWRCD-IT Power Cord with CEI 23-16/VII plug (Italy) [***]
PWRCD-NA= Power Cord with NEMA L6-20 Twistlock plug (North America) [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-18-
<PAGE> 19
<TABLE>
<S> <C> <C>
MGX 8220 Options and Accessories
AX-DC MGX8220DC Power Entry Module [***]
AX-AC1-1 AC Power Option 1 - one 875 Watt, one AC Input [***]
AX-AC2-1 AC Power Option 2 - two 875 Watt, one AC Input [***]
AX-AC2-2 AC Power Option 3 - two 875 Watt, two AC Input [***]
AX-ASC2= MGX 8220 Controller Card, Enhanced [***]
MGX-8220-CH= MGX8220 Base Unit - Spare (without backplane) [***]
AX-ASC-BC= MGX8220 Controller Card Back Card [***]
AX-ASC/B= MGX8220 Controller Card [***]
AX-AC-RACK1= AC PS Rack encl. 1 AC line input [***]
AX-AC-RACK2= AC PS Rack encl. 2 AC line inputs [***]
AX-PS-AC 875 W AC Power Supply [***]
AX-MINT23 Mounting Kit To Install MGX8220 Chassis In A 23" Rack [***]
BPX-AX-AC/FAN-MINT Mounting Kit To Install AC, Cooling or ESP in a 23" Rack [***]
AX-CAB-AC-SHRT Shot Cable, AC Shelf to MGX8220 [***]
AX-CAB-AC-LONG Long Cable, AC Shelf to MGX8220 [***]
MGX 8220 Cooling Options
AX-COOL2 MGX8220 Two Shelf Cooling [***]
AX-BOOST2 MGX8220 Additional Two Shelf Cooling [***]
MGX Basic System
AXIS= AXIS concentrator, 16-slot, rack mount, ASC, ASC-BC [***]
AX-ASC2-R Redundant concentrator controller - Includes the Rack Card [***]
AX-ASC-BC= ASC back card [***]
AX-BNM-T3= Broadband network module (BNM)-1 T3 port [***]
AX-BNM-E3= Broadband network module (BNM)-1 E3 port [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-19-
<PAGE> 20
<TABLE>
<S> <C> <C>
AX-BNM-155= Broadband network module (BNM)-155 Mbps [***]
AX-T3E3-D-BC= T3/E3 BNM back card with DB15 clock connector [***]
AX-T3E3-B-BC= T3/E3 BNM back card with BNC clock connector [***]
AX-SMF-155= OC-3/STM-1 BNM back card [***]
AX-FW-4000 and the Latest Firmware media kit for use with AXIS concentrator [***]
</TABLE>
[***] CONFIDENTIAL TREATMENT REQUESTED
-20-
<PAGE> 21
1.3 SOFTWARE
Cisco will modify its basic MGX 8220 software for Netro. The Netro version will
support connection to BPX through the standard UNI format mode and will have
substantially the same functionality and performance as the basic MGX 8220
software, except for the following changes and feature restrictions:
(1) This new release of software for Netro will be called "NETRO.019" or
NETRO.Oxxx
(2) The existing AXIS default prompt would be changed to NETRO and would look
like "NETRO.ShelfName.Shelf #.ShelfStatus" where ShelfStatus of "a" means active
and "s" means standby.
(3) The standard prompt would look like "ShelfName.Shelf #.ShelfStatus"
(4) NETRO.Oxxx s/w release would only support 2-ASCs and a choice of 2-BNM-T3 or
2BNM-E3 or 2BNM-155.
(5) NETRO.Oxxx s/w release would not recognize and support SRM-T1E1 or SRM-3T3.
(6) NETRO.Oxxx s/w release would only recognize and support Netro BSC-SMs
(BSCM-2 and BSCM-4) in a bounded Axis shelf. Any other type of AxisSM would be
supported.
(7) NETRO.Oxxx would not include any Cisco-Internet Protocol contents.
(8) NETRO.Oxxx would not support SV+(StrataVierrt).
(9) NETRO.Oxxx uplink interface will only support UNI format.
(10) NETRO.Oxxx s/w release would not provide any support for LMI (Local
Management Interface), policing or congestion management.
(11) NETRO.Oxxx s/w would not provide any multiservice capabilities, for
example, services and protocols specific to handling non-ATM traffic, packet
voice/fax/video, compression, VOIP, SGCP/H.xxx signaling, SS7 protocol handling
etc.
-21-
<PAGE> 22
APPENDIX B
Specifications for the Product
Cisco MGX 8220 Specifications
MECHANICAL CONFIGURATION
- - 16 Slots
Six slots reserved for common control cards
2 slots reserved for common control (ASC) (1 active, 1 hot standby)
2 slots reserved for (1 active, 1 hot standby)
2 slots reserved for SRM (1 active, 1 hot standby)- Not Included in the Product
Ten available for function modules - Not provided by Cisco
DIMENSIONS
- - 8.75 x 17.45 x 20 in. (21.8 x 43.6 x 50 cm)
- - 19 in. (48.3 cm) rack mountable
POWER REQUIREMENT
- - 48 VDC or 110/22OVAC
- - 400 watts
- - Redundant power feeds
CAPACITY
- - 640 Mbps ATM cell bus
SUBSCRIBER INTERFACES
- - Provided by Netro Service modules
- - TRUNK INTERFACES
- - T3/E3
- - SONET STS-3c/STM-1
- - Redundancy
- - 1:1 optional common equipment redundancy
- - 1:1 redundancy support for Netro BWSM
NETWORK MANAGEMENT
- - Simple Network Management Protocol (SNMP) configuration and monitoring
- - Trivial File Transfer Protocol (TETP) software download
- - TFTP statistics collection
- - Connection Management Permanent virtual circuits (PVCs)
-22-
<PAGE> 23
Appendix C
List of Cisco's Competitors
[***]
[***]
[***]
[***]
[***]
And any subsidiaries or controlled affiliates of the above.
[***] CONFIDENTIAL TREATMENT REQUESTED
-23-
<PAGE> 1
Exhibit 10.11.1
TECHNOLOGY AGREEMENT
This Technology Agreement ("Agreement") is made and entered into on the 7th day
of December, 1998 ("Effective Date"), by and between Cisco Systems, Inc.
("Cisco"), a California corporation, located at 170 West Tasman Drive, San Jose
California 95134, and Netro Corporation ("Netro"), a California corporation,
located at 3860 North First Street, Santa Clara California 95134.
WHEREAS, contemporaneously with the execution of this Agreement Cisco and Netro
entered into an OEM Agreement (the "OEM Agreement") pursuant to which Cisco
agreed to sell to Netro Cisco's MGX 8220 shelves for a fifteen month time
period; and
WHEREAS, Cisco desires to license Netro the design of the MGX 8220 shelves to
enable Netro to develop, distribute and sell its own version of MGX 8220
shelves.
NOW THEREFORE, in consideration of the mutual promises set forth below, the
parties agree as follows:
1.0 DEFINITIONS
1.1 "Cisco's Product" means that portion of Cisco's MGX 8220 shelf
product as more fully described in Exhibit A attached hereto.
1.2 "Design Documentation" means any schematics of Cisco's Product or
other technical information provided by Cisco to Netro in order for Netro to
develop Netro's Derivative Products. "Design Documentation" is more fully
described on Exhibit A attached hereto.
1.3 "Netro's Board Products" means Netro's Board Products which Netro
will integrate and distribute with Netro's Derivative Products. "Netro's Board
Products" are more fully described in Exhibit A attached hereto.
1.4 "Netro's Derivative Products" means the shelf products developed by
Netro based on Cisco's Product's design. Netro will develop Netro's Derivative
Products using the Design Documentation provided by Cisco.
1.5 "Netro's Integrated Products" means the combination of Netro's
Derivative Products, Netro's Board Products and any other required components or
software.
2.0 DERIVATIVE PRODUCT DEVELOPMENT
2.1 Cisco's Obligations. Within ten (10) days of Effective Date, Cisco
will provide the Design Documentation to Netro. Further, Cisco will identify its
vendors of Cisco's Product and provide an introduction for Netro to such
suppliers so that Netro may make arrangements for the manufacture and supply of
Netro's Derivative Products.
2.2 Netro's Obligations. Netro will perform all work required for the
development of Netro's Derivative Products, Netro's Board Products and Netro's
Integrated Products. Netro will
<PAGE> 2
be responsible for entering into all necessary manufacturing and supply
arrangements for Netro's Derivative Products, Netro's Board Products and Netro's
Integrated Products. Netro will be responsible for the development of all
software required for use with Netro's Derivative Products, Netro's Board
Products and Netro's Integrated Products. Netro shall not distribute any
software provided to it by Cisco (e.g., software provided under the OEM
Agreement or otherwise) with Netro's Derivative Product or Netro's Integrated
Products. Netro must brand, promote, market and sell the Products as Netro's own
products using Netro's own trademarks, trade names and trade dress. Netro may
not use any of Cisco's trademarks, trade names or trade dress in connection with
the marketing, sale or distribution of Netro's Derivative Products or Netro's
Integrated Products.
2.3 Regulatory Compliance. Netro will be solely responsible for
obtaining all applicable safety or emissions approvals and for network
compliance. Cisco shall have no obligations whatsoever to assist Netro in
achieving compliance to regulations.
2.4 Third Party Licenses. Netro will be solely responsible for obtaining
any third party licenses required to develop, distribute and sell the Netro's
Board Products and Netro's Integrated Products.
3.0 OWNERSHIP AND LICENSE GRANTS
3.1 Cisco's Ownership Rights. Cisco will retain ownership of all right,
title and interest (including all patents, copyrights, trademarks, trade secrets
and other intellectual property rights) in Cisco's Product, Netro's Derivative
Products, and Design Documentation,. The parties acknowledge and agree that such
ownership rights includes ownership of any modifications that Netro makes to the
design of Cisco's Product or the Design Documents ("Modifications") required to
create Netro's Derivative Products and Netro hereby assigns to Cisco any and all
intellectual property rights Netro may acquire in the Modifications and Netro's
Derivative Products. Netro will sign all documents necessary to effect such
assignment.
3.2 Netro's Ownership Rights. Netro will retain ownership of all right,
title and interest (including all patents, copyrights, trademarks, trade secrets
and other intellectual property rights) in Netro's Board Products and Netro's
Integrated Product (excluding Cisco's rights to Cisco's Product, Netro's
Derivative Product and the Design Documentation).
3.3 Right to Create, Manufacture and Distribute Netro's Derivative
Products and Netro's Integrated Products. Subject to the terms and conditions of
this Agreement, Cisco hereby grants Netro a non-exclusive, non-transferable,
non-sublicensable, irrevocable, fully paid up, worldwide, license to (i) use and
modify the Design Documentation solely for purposes of creating Netro's
Derivative Products from which Netro can build Netro's Integrated Products, (ii)
manufacture or have manufactured Netro's Derivative Products, (iii) sell and
distribute Netro's Derivative Products solely as integrated into Netro's
Integrated Products, through multiple tiers of distribution, (iv) purchase
Netro's Derivative Products from Cisco's suppliers solely for use in Netro's
manufacturing Netro's Integrated Products pursuant to this Agreement, and (v)
use Modifications (but not the underlying design of Cisco's Product) for any
purpose. Cisco grants and Netro receives no rights to purchase Netro's
Derivative Products, components for Netro's
-2-
<PAGE> 3
Derivative Products or any other products from Cisco's suppliers under any
purchase arrangement that Cisco has with such suppliers.
3.4 No Other Rights or Licenses. Except as expressly set forth in this
Agreement, Cisco grants and Netro receives no other rights or licenses,
including, without limitation, any rights to use Cisco's trademarks, service
marks, trade names or trade dress. Netro is strictly prohibited from using any
of Cisco's trademarks, service marks, trade names or trade dress in connection
with the marketing, sale or distribution of Netro's Integrated Products or
Netro's Derivative Products.
4.0 [***] FEES. Netro will [***] in connection with the rights and licenses
granted under this Agreement.
5.0 NO SUPPORT. Cisco will not be required to provide any transfer, consulting
or engineering support to Netro during Netro's development of Netro's Derivative
Products. Cisco will not be required to provide any training under this
Agreement. Further, Cisco will not be required to provide any type of customer
support whatsoever under this Agreement, including, without limitation, support
for Netro's Integrated Products, or the Netro's Derivative Products. Netro
acknowledges and agrees that it shall be solely responsible for all support for
Netro's Integrated Products and Netro's Derivative Products.
6.0 EXPORT CONTROLS. Netro hereby acknowledges that the Design Documentation or
derivatives thereof supplied by Cisco hereunder and Netro's Integrated Products
created by Netro (hereafter referred to as "Products and Technology") are
subject to export controls under the laws and regulations of the United States
(U.S.). Netro shall comply with such laws and regulations and agrees not to
export, re-export or transfer Products and Technology without first obtaining
all required U.S. Government authorizations or licenses. Netro shall be solely
responsible for securing such authorizations or licenses.
7.0 CONFIDENTIALITY, PROPRIETARY NOTICES AND LEGENDS
7.1 Confidential Information. Netro acknowledges that, in connection
with this Agreement it may obtain information relating to Cisco or Cisco's which
is of a confidential and proprietary nature ("Confidential Information"). Such
Confidential Information may include, but is not limited to, trade secrets, know
how, inventions, techniques, processes, programs, schematics, software source
documents, data, customer lists, financial information, and sales and marketing
plans or information which Netro knows or has reason to know is confidential,
proprietary or trade secret information of Cisco. Netro shall at all times, both
during the term of this Agreement and for a period of at least three (3) years
after its termination, keep in trust and confidence all such Confidential
Information, and shall not use such Confidential Information other than as
expressly authorized by Cisco under this Agreement, nor shall Netro disclose any
such Confidential Information to third parties without Cisco's written consent.
Netro further agrees to immediately return to Cisco all Confidential Information
(including copies thereof) in Netro's possession, custody, or control upon
termination of this Agreement at any time and for any reason. The obligations of
confidentiality shall not apply to information which (a) has entered the public
domain except where such entry is the result of Netro's breach of this
Agreement; (b)
[***] CONFIDENTIAL TREATMENT REQUESTED
-3-
<PAGE> 4
prior to disclosure hereunder was already rightfully in Netro's possession; or
(c) subsequent to disclosure hereunder is obtained by Netro on a nonconfidential
basis from a third party who has the right to disclose such information to the
Netro.
7.2 Publicity. Neither party shall disclose, advertise, or publish the
terms and conditions of this Agreement without the prior written consent of the
other party. Any press release or publication regarding this Agreement is
subject to prior review and written approval of the parties.
8.0 WARRANTY DISCLAIMER. ALL MATERIALS PROVIDED BY CISCO HEREUNDER ARE PROVIDED
ON AN AS-IS BASIS WITHOUT WARRANTY OF ANY KIND BY CISCO OR ITS SUPPLIERS. CISCO
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.0 NETRO'S INDEMNITY. Netro will indemnify, defend and hold Cisco harmless for
any loss or damage arising out of Netro's use of the Design Documentation or it
use or distribution of Netro's Derivative Products or Netro's Integrated
Products.
10.0 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL
LIABILITY OF CISCO AND ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE
LIMITED TO $5,000. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER
INCIDENT.
11.0 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL CISCO OR ITS SUPPLIERS BE
LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR
LOST DATA, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN
INFORMED OF THE POSSIBILITY THEREOF.
12.0 TERMINATION OF CISCO'S OBLIGATIONS
12.1 Termination. All of Cisco's obligations under this Agreement shall
terminate upon the earlier to occur of:
(a) One (1) year from the Effective Date,
(b) Upon delivery of the Design Documentation and identification and
introduction of Cisco's suppliers to Netro both as set forth in Section 2.1,
(c) Either party ceases to carry on business as a going concern, either
party becomes the object of the institution of voluntary or involuntary
proceedings in bankruptcy or liquidation, or a receiver is appointed with
respect to a substantial part of its assets,
(d) Netro breaches any of the material provisions of this Agreement and
fails to remedy such breach within thirty (30) days after written notification
by Cisco, or
-4-
<PAGE> 5
(e) Cisco terminates the OEM Agreement due to a breach by Netro.
12.3 Effect of Termination. Sections 2.2 through 2.4, Sections 3 through
II and Section 13 shall survive any termination of this Agreement.
13.0 GENERAL
13.1 Governing Law and Venue. The validity, interpretation, and
performance of this Agreement shall be controlled by and construed under the
laws of the State of California, United States of America, as if performed
wholly within the state and without giving effect to the principles of conflict
of law. The parties specifically disclaim the UN Convention on Contracts for the
International Sale of Goods. The exclusive jurisdiction and venue of any action
with respect to the subject matter of this agreement shall be the state courts
for the State of California for the County of Santa Clara or the United States
District Court for the Northern District of California and each party submits
itself to the exclusive jurisdiction and venue of such courts for the purpose of
any such action.
13.2 Assignment. Neither this Agreement nor any rights under this
Agreement, other than monies due or to become due, shall be assigned or
otherwise transferred by either without the prior written consent of the other.
This Agreement shall bind and inure to the benefit of the successors and
permitted assigns of the parties.
13.3 Notices. All notices required or permitted under this Agreement
will be in writing and will be deemed given: (a) when delivered personally; (b)
when sent by confirmed facsimile (followed by the actual document in air
mail/air courier); (c) three (3) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid (or six (6) days for
international mail); or (d) one (1) day after deposit with a commercial express
courier specifying next day delivery (or two (2) days for international courier
packages specifying 2-day delivery), with written verification of receipt. All
communications will be sent to the addresses set forth on the cover sheet of
this Agreement or such other address as may be designated by a party by giving
written notice to the other party pursuant to this paragraph.
13.4 No Agency. This Agreement does not create any agency, partnership,
joint venture or franchise relationship. Neither party has the right or
authority to, and shall not, assume or create any obligation of any nature
whatsoever on behalf of the other party or bind the other party in any respect
whatsoever.
13.5 Force Majeure. Except for the obligation to pay monies due and
owing, neither party shall be liable for any delay or failure in performance due
to events outside the defaulting party's reasonable control, including without
limitation acts of God, earthquake, labor disputes, shortages or supplies,
riots, war, fire, epidemics, or delays of common carriers or other circumstances
beyond its reasonable control. The obligations and rights of the excused party
shall be extended on a day to day basis for the time period equal to the period
of the excusable delay.
13.6 Waiver. No waiver of rights under this Agreement by either party
shall constitute a subsequent waiver of such right or any other right under this
Agreement.
-5-
<PAGE> 6
13.7 Compliance with Laws. Netro shall obtain all licenses, permits and
approvals required by any government and shall comply with all applicable laws,
rules, policies and procedures of any government where the Netro Products are to
be sold, used or deployed (collectively "Applicable Laws"). Netro will indemnify
and hold harmless Cisco for any violation or alleged violation of any Applicable
Laws. Netro hereby represents and warrants that: (a) it shall comply with all
Applicable Laws; (b) this Agreement and each of its terms are in full
conformance and in compliance with such laws; and (c) it shall not act in any
fashion or take any action which will render Cisco liable for a violation of the
U.S. Foreign Corrupt Practices Act, which prohibits the offering, giving or
promising to offer or give, directly or indirectly, money or anything of value
to any official of a government, political party or instrumentality thereof in
order to assist it or Cisco in obtaining or retaining business. Netro shall use
its best efforts to regularly and continuously inform Cisco of any requirements
of laws, statutes, ordinances, governmental authorities directly or indirectly
affecting this Agreement, the sale, use and distribution of Netro Products, or
Cisco's trade name, trademarks or other commercial, industrial or intellectual
property interests, including, but not limited to, certification of the Netro
Products from the proper authorities in the Territory.
13.8 Severability. In the event that any of the terms of this Agreement
become or are declared to be illegal or otherwise unenforceable by any Court of
competent jurisdiction, such term(s) shall be null and void and shall be deemed
deleted from this Agreement. All remaining terms of this Agreement shall remain
in full force and effect. Notwithstanding the foregoing, if this paragraph
becomes applicable and, as a result, the value of this Agreement is materially
impaired for either party, as determined by such party in its sole discretion,
then the affected party may terminate this Agreement by written notice to the
other.
13.9 Attorneys' Fees. In any suit or proceeding relating to this
Agreement, the prevailing party will have the right to recover from the other
its costs and reasonable fees and expenses of attorneys, accountants, and other
professionals incurred in connection with the suit of proceeding, including
costs, fees and expenses upon appeal, separately from and in addition to any
other amount included in such judgment. This provision is intended to be
severable from the other provisions of this Agreement, and shall survive and not
be merged into any such judgment.
13.10 Entire Agreement. This Agreement, the OEM Agreement, and the
Exhibits hereto constitute the entire agreement between the parties hereto with
respect to the subject matter of this Agreement and replaces any prior oral or
written communications between the parties. There are no conditions,
understandings, agreements, representations, or warranties, expressed or
implied, which are not specified herein. This Agreement may only be modified by
a written document executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed. Each party warrants and represents that its respective
signatories whose signatures appear below have been and are on the date of
signature duly authorized to execute this Agreement.
Cisco Systems, Inc. Netro Corporation
-6-
<PAGE> 7
Signature: Signature:
By: By:
(Typed or Printed Name) (Typed or Printed Name)
Title: Title:
Date: Date:
-7-
<PAGE> 8
Exhibit A
1. CISCO PRODUCT
AXIS multiservice concentrator, 16-slot, rack mount, ASC, ASC-BC,
specifically:
Card cage
Fan tray/intake plenum
Exhaust plenum
Blank front card assemblies
DC entry
AC power supply
All cables: fan tray, power, BNM (coax and fiber, 1:1 and
"Y"), RS-232 CLI, etc.
2. DESIGN DOCUMENTATION
Cisco's bill of material for Cisco's Product and Cisco's schematics,
drawings and other design documentation required for the manufacture of Cisco's
Product.
3. NETRO'S BOARDS
BSC-E-2000-00
BWSM in Cisco Terminology
