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Transition Services Agreement
Transition Services Agreement (27K)
Doc #101662: Click preview link for longer preview.
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of January 2, 2003 by and between AGERE SYSTEMS INC., a Delaware corporation ("Agere"), and TRIQUINT SEMICONDUCTOR, INC., a Delaware corporation ("Buyer").
R E C I T A L S
A. WHEREAS, the parties have entered into an Asset Purchase Agreement, dated as of October 21, 2002 (the "Purchase Agreement"), pursuant to which Agere is selling, and Buyer is acquiring, the Purchased Assets and assuming the Assumed Liabilities of the Optoelectronics Business (as defined in the Purchase Agreement), the date and time at which the closing of the Purchase Agreement is to occur being referred to herein as the "Closing Date";
B. WHEREAS, in further consideration of the Purchase Agreement and related transactions, Buyer will require Agere's assistance with respect to certain operations of the Optoelectronics Business during periods specified herein following the Closing Date;
C. WHEREAS, in connection with and as a condition precedent to the closing of the transaction contemplated by the Purchase Agreement, Agere has agreed to provide, and Buyer desires to contract for the use of, Services (as hereinafter defined); and
D. WHEREAS, capitalized terms used herein but not defined have the meanings ascribed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Section 1. Services to be Performed; Term; Performance and Cooperation.
(a) In accordance with the terms and provisions of this Agreement, Agere agrees to perform for Buyer the services described in the Schedules attached hereto (collectively, the "Services") for the time period and to the extent specified with respect to each such Service in the applicable Schedule. At its option, Agere may cause any Service it is required to provide hereunder to be provided by one of its Affiliates or by any other Person that is providing, or may from time to time provide, the same or similar services for Agere. Agere shall remain responsible, in accordance with the terms of this Agreement, for the performance of any Service it causes to be so provided.
(b) (i) This Agreement shall commence on the Closing Date and shall remain in effect through July 2, 2003 (the "Expiration Date") unless earlier terminated in accordance with Section 1(c) below. This Agreement may be extended by the parties in writing either in whole or with respect to one or more of the Services; provided, however, that such extension shall only apply to the Service for which the Agreement was extended. The parties shall be deemed to have
101662
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Agere Systems
As referenced in this Transition Services Agreement:
AGERE SYSTEMS –
EX-2.1-6 9 a2100871zex-2_16.htm EXHIBIT 2.1.6
EXHIBIT 2.1.6
TRANSITION SERVICES AGREEMENT
By and between
AGERE SYSTEMS INC.
As Seller
and
TRIQUINT SEMICONDUCTOR, INC.
As Buyer
Dated as of January 2, 2003
TABLE OF CONTENTS
Section 1. Services to be
_____________
AGERE SYSTEMS – Schedule of Services
i
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of January 2, 2003 by and between AGERE SYSTEMS INC., a Delaware corporation ("Agere"), and TRIQUINT SEMICONDUCTOR, INC., a Delaware corporation ("Buyer").
R E C I T A L S
A. WHEREAS,
_____________
AGERE SYSTEMS – has caused this Agreement to be duly executed on its behalf by its duly authorized officer as of the date first written above.
AGERE SYSTEMS INC.
By:
/s/ Paul Bento
Name:
Paul Bento
Title:
Vice President - Law
TRIQUINT SEMICONDUCTOR, INC.
By:
/s/ Raymond A. Link
Name:
Raymond A.
_____________
dt 220165
;
Agere Systems
As referenced in this Transition Services Agreement:
AGERE SYSTEMS INC. –
EX-2.1-6 9 a2100871zex-2_16.htm EXHIBIT 2.1.6
EXHIBIT 2.1.6
TRANSITION SERVICES AGREEMENT
By and between
AGERE SYSTEMS INC.
As Seller
and
TRIQUINT SEMICONDUCTOR, INC.
As Buyer
Dated as of January 2, 2003
TABLE OF CONTENTS
Section 1. Services to be Performed; Term; Performance and Cooperation.
Section 2.
_____________
AGERE SYSTEMS INC. – 6. Indemnity and Damages.
Section 7. Miscellaneous.
Schedule of Services
i
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of January 2, 2003 by and between AGERE SYSTEMS INC. , a Delaware corporation ("Agere"), and TRIQUINT SEMICONDUCTOR, INC., a Delaware corporation ("Buyer").
R E C I T A L S
A. WHEREAS, the parties have entered into an Asset
_____________
AGERE SYSTEMS INC. – WITNESS WHEREOF, each of Agere and Buyer has caused this Agreement to be duly executed on its behalf by its duly authorized officer as of the date first written above.
AGERE SYSTEMS INC.
By:
/s/ Paul Bento
Name:
Paul Bento
Title:
Vice President - Law
TRIQUINT SEMICONDUCTOR, INC.
By:
/s/ Raymond A. Link
Name:
Raymond A. Link
Title:
Vice President - Finance and Administration,
_____________
dt 1457316
;
|
TriQuint
As referenced in this Transition Services Agreement:
TRIQUINT SEMICONDUCTOR, INC. –
EX-2.1-6 9 a2100871zex-2_16.htm EXHIBIT 2.1.6
EXHIBIT 2.1.6
TRANSITION SERVICES AGREEMENT
By and between
AGERE SYSTEMS INC.
As Seller
and
TRIQUINT SEMICONDUCTOR, INC.
As Buyer
Dated as of January 2, 2003
TABLE OF CONTENTS
Section 1. Services to be Performed; Term; Performance and Cooperation.
Section 2. Payment.
Section 3. Relationship of Parties.
_____________
TRIQUINT SEMICONDUCTOR, INC. – of Services
i
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of January 2, 2003 by and between AGERE SYSTEMS INC., a Delaware corporation ("Agere"), and TRIQUINT SEMICONDUCTOR, INC. , a Delaware corporation ("Buyer").
R E C I T A L S
A. WHEREAS, the parties have entered into an Asset Purchase Agreement, dated as of October 21, 2002 (
_____________
TRIQUINT SEMICONDUCTOR, INC. – executed on its behalf by its duly authorized officer as of the date first written above.
AGERE SYSTEMS INC.
By:
/s/ Paul Bento
Name:
Paul Bento
Title:
Vice President - Law
TRIQUINT SEMICONDUCTOR, INC.
By:
/s/ Raymond A. Link
Name:
Raymond A. Link
Title:
Vice President - Finance and Administration, Chief Financial Officer and Secretary
_____________
dt 1459871
;
TriQuint
As referenced in this Transition Services Agreement:
TRIQUINT SEMICONDUCTOR, INC. –
EX-2.1-6 9 a2100871zex-2_16.htm EXHIBIT 2.1.6
EXHIBIT 2.1.6
TRANSITION SERVICES AGREEMENT
By and between
AGERE SYSTEMS INC.
As Seller
and
TRIQUINT SEMICONDUCTOR, INC.
As Buyer
Dated as of January 2, 2003
TABLE OF CONTENTS
Section 1. Services to be Performed; Term; Performance and Cooperation.
Section 2. Payment.
Section 3. Relationship of Parties.
_____________
TRIQUINT SEMICONDUCTOR, INC. – of Services
i
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of January 2, 2003 by and between AGERE SYSTEMS INC., a Delaware corporation ("Agere"), and TRIQUINT SEMICONDUCTOR, INC. , a Delaware corporation ("Buyer").
R E C I T A L S
A. WHEREAS, the parties have entered into an Asset Purchase Agreement, dated as of October 21, 2002 (
_____________
TRIQUINT SEMICONDUCTOR, INC. – executed on its behalf by its duly authorized officer as of the date first written above.
AGERE SYSTEMS INC.
By:
/s/ Paul Bento
Name:
Paul Bento
Title:
Vice President - Law
TRIQUINT SEMICONDUCTOR, INC.
By:
/s/ Raymond A. Link
Name:
Raymond A. Link
Title:
Vice President - Finance and Administration, Chief Financial Officer and Secretary
_____________
dt 1459895
|
| Preview
Full Doc
| 2003 |
Master Services Agreement
Master Services Agreement (96K)
Doc #116338: Click preview link for longer preview.
RagingWire Telecommunications, INC.
Master Services Agreement #1001.0.1
This Master Services Agreement("Agreement") is entered into effective as of January 11, 2002, ("Effective Date") by and between RagingWire Telecommunications, Inc., a Nevada corporation ("RagingWire") and Photronics, Inc., a Florida corporation ("Customer"). In consideration of the mutual covenants contained in this Agreement, RagingWire and Customer agree as follows:
1. PURPOSE OF AGREEMENT
This Agreement sets forth the terms and conditions by which RagingWire will provide to Customer, and Customer shall accept and pay for, certain Services. Each such Service will be specifically identified and described in a Service Level Agreement ("SLA") executed by the Parties and delivered by them to each other, which refer to this Agreement. RagingWire contemplates that Customer may contract for additional Services from time to time, and in each such case a new SLA will be executed, specifically identifying and describing such additional Services and referencing this Agreement. Any equipment sales and/or leases shall be covered in a written agreement separate from this Agreement.
2. DEFINITIONS
The following capitalized terms used in this Agreement have the meanings specified in this Section 2.
2.1 Applicable Rate "Applicable Rate" means one and one-half percent (11/2%) per month, or the highest rate allowed by applicable law, whichever is lower.
2.2 Confidential Information "Confidential Information" is defined in Section 6.1.1 ("Non-Disclosure").
2.3 Customer Area "Customer Area" means the portion(s) of the Data Centers made available to Customer for the placement of Customer Equipment and use of the Services.
2.4 Customer Equipment "Customer Equipment" means Customer's computer hardware, not including stored data, and other tangible equipment or other tangible personal property placed by Customer in the Customer Area. If RagingWire is undertaking any managed services with respect to the Customer Equipment such equipment shall be identified on RagingWire's standard Customer Equipment List completed by Customer and accepted by RagingWire, as amended in writing from time to time by the Parties.
2.5 Customer Registration Form "Customer Registration Form" means a collective reference to the separate documents that contain the name and contact information (e.g., pager, e-mail and telephone numbers) for each of the Representatives authorized by Customer to enter the Data Centers and Customer Area, as delivered by Customer to RagingWire and amended in writing from time to time by Customer. The documents referred to herein include, without limitation, the Customer Information Form, the Use Administrator Form, and the Individual Registration Form.
2.6 Customer Technology "Customer Technology" means Customer's proprietary technology and processes, including, but not limited to, Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, inventions, trade secrets and any related Intellectual Property Rights (whether owned by Customer, controlled by or licensed to Customer by a third party) and also including any derivative works, improvements, enhancements or extensions of the foregoing conceived, invented, reduced to practice, expressed in a tangible medium,
2.7 Data Center(s "Data Center(s)" means any of the facilities used by RagingWire to provide the Services to Customer.
2.8 Initial Term "Initial Term" is defined in Section 4.2 ("Initial Term").
116338
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Photronics
As referenced in this Master Services Agreement:
Photronics, Inc. – 1001.0.1
This Master Services Agreement("Agreement") is entered into effective as of January 11, 2002, ("Effective Date") by and between RagingWire Telecommunications, Inc., a Nevada corporation ("RagingWire") and Photronics, Inc. , a Florida corporation ("Customer"). In consideration of the mutual covenants contained in this Agreement, RagingWire and Customer agree as follows:
1. PURPOSE OF AGREEMENT
This Agreement sets forth the
_____________
PHOTRONICS, INC. – hours of RagingWire.
IN WITNESS WHEREOF, the Parties have read the foregoing and all documents incorporated in this Agreement and agree and accept such terms as of the Effective Date.
PHOTRONICS, INC. :
RAGINGWIRE TELECOMMUNICATIONS, INC.:
Signature:
Signature:
Print Name:
Print Name:
Title:
Title:
Address:
Address:
Facsimile:
Facsimile:
E-Mail Address:
E-Mail Address:
Date:
Date:
Exhibit A
Basic Managed Services
NRC
_____________
dt 1461606
;
Photronics
As referenced in this Master Services Agreement:
Photronics, Inc. – 1001.0.1
This Master Services Agreement("Agreement") is entered into effective as of January 11, 2002, ("Effective Date") by and between RagingWire Telecommunications, Inc., a Nevada corporation ("RagingWire") and Photronics, Inc. , a Florida corporation ("Customer"). In consideration of the mutual covenants contained in this Agreement, RagingWire and Customer agree as follows:
1. PURPOSE OF AGREEMENT
This Agreement sets forth the
_____________
PHOTRONICS, INC. – hours of RagingWire.
IN WITNESS WHEREOF, the Parties have read the foregoing and all documents incorporated in this Agreement and agree and accept such terms as of the Effective Date.
PHOTRONICS, INC. :
RAGINGWIRE TELECOMMUNICATIONS, INC.:
Signature:
Signature:
Print Name:
Print Name:
Title:
Title:
Address:
Address:
Facsimile:
Facsimile:
E-Mail Address:
E-Mail Address:
Date:
Date:
Exhibit A
Basic Managed Services
NRC
_____________
dt 1461621
;
| RagingWire Telecommunications, Inc.
|
| Preview
Full Doc
| 2002 |
Device Supply and Services Agreement
Device Supply and Services Agreement (241K)
Doc #125494: Click preview link for longer preview.
MEXICALI
DEVICE SUPPLY AND SERVICES AGREEMENT
AMONG:
ALPHA INDUSTRIES, INC.
A DELAWARE CORPORATION;
AND
CONEXANT SYSTEMS, INC.
A DELAWARE CORPORATION;
_________________________
DATED AS OF June 25, 2002
_________________________
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1. DEFINITIONS ....................................................... 1
1.1 "ABC Costing Model" ........................................ 1
1.2 "Absorption" ............................................... 1
1.3 "Blanket Purchase Order" ................................... 1
1.4 "Buyer Spin-off" ........................................... 1
1.5 "Buyer Subsidiary".......................................... 1
1.6 "Common Material" .......................................... 1
1.7 "Common Material Savings" .................................. 2
1.8 "Competitor" ............................................... 2
1.9 "Confidential Information" ................................. 2
1.10 "Cycle Time" ............................................... 2
1.11 "Delivery Note" ............................................ 2
1.12 "Device" ................................................... 2
1.13 "Engineering Lots" or "e-Lots" ............................. 2
1.14 "Lead Time" ................................................ 2
1.15 "Lot" ...................................................... 2
1.16 "Manufacturing Services" ................................... 2
1.17 "Overall Factory Absorption" ............................... 2
1.18 "Party" .................................................... 2
1.19 "PBGA" ..................................................... 2
1.20 "Price" .................................................... 2
1.21 "Process Technology" ....................................... 3
1.22 "Production Devices" ....................................... 3
1.23 "Purchase Commitment" ...................................... 3
1.24 "Purchase Order" ........................................... 3
1.25 "Purchase Order Release" ................................... 3
1.26 "Quality Specifications" ................................... 3
1.27 "Risk Production" .......................................... 3
1.28 "Services" ................................................. 3
1.29 "Specifications" ........................................... 3
{/TABLE}
-i-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1.30 "Supplier Manufacturing Facility" .......................... 3
1.31 "Unique Material" .......................................... 3
1.32 "Unique Material Savings" .................................. 3
2. PURCHASE AND SUPPLY OBLIGATIONS ................................... 3
2.1 Buyer Purchase Obligations ................................. 3
2.2 Supplier Supply Obligations ................................ 7
3. DEVICE PURCHASES .................................................. 9
3.1 Scope and Process Technologies ............................. 9
3.2 Forecasts and Commitments .................................. 10
3.3 Purchase Orders and Releases ............................... 10
3.4 Acceptance and Acknowledgement ............................. 10
3.5 Device Lots; Expedited Services ............................ 11
3.6 Cancellation and Modifications to Orders ................... 11
3.7 Materials .................................................. 12
3.8 Surge Capacity ............................................. 12
3.9 Risk Production ............................................ 12
3.10 Rework ..................................................... 13
3.11 NRE Services ............................................... 13
4. DELIVERY AND ACCEPTANCE OF DEVICES ................................ 13
4.1 Delivery Procedure ......................................... 13
4.2 Devices .................................................... 13
4.3 Device Logistics ........................................... 13
4.4 Shipping Arrangements ...................................... 13
5. PRICING AND PAYMENTS .............................................. 14
5.1 Pricing and Invoices ....................................... 14
5.2 Credit Requirements ........................................ 14
5.3 Costs ...................................................... 15
5.4 Taxes ...................................................... 15
6. TRACKING AND REPORTING ............................................ 15
6.1 Tracking ................................................... 15
{/TABLE}
-ii-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
6.2 Reporting Requirements ..................................... 15
6.3 Records and Audits ......................................... 15
7. WARRANTY AND DISCLAIMER ........................................... 16
7.1 Device Warranty ............................................ 16
7.2 Services Warranty .......................................... 16
7.3 Disclaimers ................................................ 16
8. INDEMNIFICATION ................................................... 17
8.1 Indemnification Obligations ................................ 17
8.2 Conditions ................................................. 17
8.3 Sole and Exclusive Remedy .................................. 18
9. CONFIDENTIALITY ................................................... 18
9.1 Confidentiality Obligations ................................ 18
9.2 Exceptions ................................................. 18
9.3 Confidentiality of this Mexicali Agreement ................. 19
9.4 Injunctive Relief .......................................... 19
10. LIMITATIONS OF LIABILITY .......................................... 19
10.1 Disclaimer ................................................. 19
10.2 Liability Limitation ....................................... 19
10.3 Basis of Bargain ........................................... 19
11. TERM AND TERMINATION .............................................. 19
11.1 Term ....................................................... 19
11.2 Termination ................................................ 19
11.3 Effect of Termination ...................................... 20
11.4 Termination of Buyer Spin-off Agreements ................... 20
12. GENERAL ........................................................... 21
12.1 No Agency .................................................. 21
12.2 Governing Law; Venue and Jurisdiction ...................... 21
12.3 Dispute Resolution and Escalation .......................... 21
12.4 Third-Party Beneficiaries .................................. 22
12.5 Compliance with Law ........................................ 22
{/TABLE}
-iii-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
12.6 Force Majeure .............................................. 22
12.7 Amendment; Later Agreement ................................. 22
12.8 Notices .................................................... 22
12.9 Assignment ................................................. 23
12.10 Waiver ..................................................... 23
12.11 Severability ............................................... 23
12.12 Counterparts and Facsimile ................................. 23
12.13 Rules of Construction ...................................... 23
12.14 Entire Agreement ........................................... 24
EXHIBIT A - CYCLE TIMES ................................................ 26
EXHIBIT B - PRICING .................................................... 27
EXHIBIT C - MANUFACTURING SERVICES ..................................... 43
EXHIBIT D - QUALITY SPECIFICATIONS ..................................... 44
EXHIBIT E - PURCHASE COMMITMENTS ....................................... 45
EXHIBIT F - ASSEMBLY, TEST AND SHIPPING QUARTERLY RATES ................ 46
EXHIBIT G - TAKE OR PAY ACTIVITY ....................................... 47
EXHIBIT H - [BLANK] .................................................... 48
EXHIBIT I - DELIVERY AND LOGISTICS ..................................... 49
EXHIBIT J - REPORTS .................................................... 50
EXHIBIT K - RECONCILIATION TABLE ....................................... 51
{/TABLE}
-iv-
{PAGE}
MEXICALI
DEVICE SUPPLY AND SERVICES AGREEMENT
This MEXICALI DEVICE SUPPLY AND SERVICES AGREEMENT (the "MEXICALI AGREEMENT") is
entered into as of June 25, 2002 (the "EFFECTIVE DATE") by and between CONEXANT
SYSTEMS, INC., a Delaware corporation ("BUYER") and ALPHA INDUSTRIES, INC., a
Delaware corporation ("SUPPLIER").
RECITALS
A. Buyer desires, on the terms and conditions of this Mexicali
Agreement, to purchase from Supplier certain semiconductor devices, processing,
packaging and testing services, including assembly services, final testing,
post-test processing and die bank and finished goods warehousing and shipping
services, and related manufacturing services.
B. Supplier is willing to supply such devices and services to Buyer
on the terms and conditions of this Mexicali Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Mexicali Agreement, the Parties agree as follows:
AGREEMENT
1. DEFINITIONS. Capitalized terms not expressly defined elsewhere in this
Mexicali Agreement have the following meanings:
1.1 "ABC COSTING MODEL" means an Excel based model to determine
manufacturing overhead costs using Activity Based Costing methodology. The model
takes manufacturing overhead costs and assigns them to each of the manufacturing
operations through predefined allocation tables. Once the overhead cost to run
each process is determined, a rate per hour for every process is calculated
using activity and capacity standards.
1.2 "ABSORPTION" means the total amount earned by taking the unit
standards multiplied by the per unit cost.
1.3 "BLANKET PURCHASE ORDER" means a written blanket order for the
purchase of a specified quantity of Devices or Manufacturing Services submitted
by Buyer to Supplier.
1.4 "BUYER SPIN-OFF" means any entity (including, without limitation,
Mindspeed) that is a successor of any portion of the business of Buyer resulting
from a spin-off or divestiture of such business, regardless of whether or not
Buyer retains an equity or ownership interest in such entity.
1.5 "BUYER SUBSIDIARY" means any entity that at any time during the
term of this Mexicali Agreement controls, is controlled by, or is under common
control with Buyer; where control means direct or indirect ownership of fifty
percent (50%) or more of the outstanding voting stock or other equity interests
ordinarily having voting rights.
1.6 "COMMON MATERIAL" means materials used in the processing,
packaging and testing of Devices for Buyer and for devices of Supplier or its
other customers.
125494
|
Conexant
As referenced in this Device Supply and Services Agreement:
CONEXANT SYSTEMS, INC. – BEEN SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
MEXICALI
DEVICE SUPPLY AND SERVICES AGREEMENT
AMONG:
ALPHA INDUSTRIES, INC.
A DELAWARE CORPORATION;
AND
CONEXANT SYSTEMS, INC.
A DELAWARE CORPORATION;
_________________________
DATED AS OF June 25, 2002
_________________________
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1. DEFINITIONS ....................................................... 1
1.1 "ABC Costing Model" ........................................
_____________
CONEXANT
SYSTEMS, INC. – MEXICALI
DEVICE SUPPLY AND SERVICES AGREEMENT
This MEXICALI DEVICE SUPPLY AND SERVICES AGREEMENT (the "MEXICALI AGREEMENT") is
entered into as of June 25, 2002 (the "EFFECTIVE DATE") by and between CONEXANT
SYSTEMS, INC. , a Delaware corporation ("BUYER") and ALPHA INDUSTRIES, INC., a
Delaware corporation ("SUPPLIER").
RECITALS
A. Buyer desires, on the terms and conditions of this Mexicali
Agreement, to purchase from Supplier
_____________
Conexant Systems, Inc. – Spin-off,
notwithstanding Buyer Spin-off entering into a separate agreement with Supplier
and assuming the rights and obligations of "Buyer" hereunder. In addition, in
the event Buyer (i.e., Conexant Systems, Inc. ) does not make timely payment on
Supplier's invoices and such issue is not resolved within sixty (60) days' of
receipt of Supplier's written notice of such payment
_____________
Conexant Systems, Inc. – less than three (3) days' prior notice to the other
Party. Notice hereunder will be sent to the following addresses:
-22-
{PAGE}
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to
_____________
Conexant Systems, Inc. – Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: General Counsel Attn: General Counsel
12.9 ASSIGNMENT. Except as
_____________
dt 1458827
;
|
Conexant
As referenced in this Device Supply and Services Agreement:
CONEXANT SYSTEMS, INC. – BEEN SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
MEXICALI
DEVICE SUPPLY AND SERVICES AGREEMENT
AMONG:
ALPHA INDUSTRIES, INC.
A DELAWARE CORPORATION;
AND
CONEXANT SYSTEMS, INC.
A DELAWARE CORPORATION;
_________________________
DATED AS OF June 25, 2002
_________________________
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1. DEFINITIONS ....................................................... 1
1.1 "ABC Costing Model" ........................................
_____________
CONEXANT
SYSTEMS, INC. – MEXICALI
DEVICE SUPPLY AND SERVICES AGREEMENT
This MEXICALI DEVICE SUPPLY AND SERVICES AGREEMENT (the "MEXICALI AGREEMENT") is
entered into as of June 25, 2002 (the "EFFECTIVE DATE") by and between CONEXANT
SYSTEMS, INC. , a Delaware corporation ("BUYER") and ALPHA INDUSTRIES, INC., a
Delaware corporation ("SUPPLIER").
RECITALS
A. Buyer desires, on the terms and conditions of this Mexicali
Agreement, to purchase from Supplier
_____________
Conexant Systems, Inc. – Spin-off,
notwithstanding Buyer Spin-off entering into a separate agreement with Supplier
and assuming the rights and obligations of "Buyer" hereunder. In addition, in
the event Buyer (i.e., Conexant Systems, Inc. ) does not make timely payment on
Supplier's invoices and such issue is not resolved within sixty (60) days' of
receipt of Supplier's written notice of such payment
_____________
Conexant Systems, Inc. – less than three (3) days' prior notice to the other
Party. Notice hereunder will be sent to the following addresses:
-22-
{PAGE}
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to
_____________
Conexant Systems, Inc. – Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: General Counsel Attn: General Counsel
12.9 ASSIGNMENT. Except as
_____________
dt 1458902
|
| Preview
Full Doc
| 2002 |
Wafer Supply and Services Agreement
Wafer Supply and Services Agreement (93K)
Doc #125495: Click preview link for longer preview.
NEWBURY PARK
WAFER SUPPLY AND SERVICES AGREEMENT
among:
ALPHA INDUSTRIES, INC.
a Delaware corporation;
and
CONEXANT SYSTEMS, INC.
a Delaware corporation;
---------------------------------
Dated as of June 25th, 2002
---------------------------------
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1. DEFINITIONS........................................................................................ 1
1.1 "Buyer Spin-off"............................................................................ 1
1.2 "Buyer Subsidiary".......................................................................... 1
1.3 "Competitor"................................................................................ 1
1.4 "Confidential Information................................................................... 1
1.5 "Cycle Time"................................................................................ 1
1.6 "Delivery Note"............................................................................. 2
1.7 "Engineering Wafers"........................................................................ 2
1.8 "Final Test Services........................................................................ 2
1.9 "Party"..................................................................................... 2
1.10 "Pizza Mask Wafers" ........................................................................ 2
1.11 "Photomasks................................................................................. 2
1.12 "Post Probe Processing Services"............................................................ 2
1.13 "Price"..................................................................................... 2
1.14 "Probe Services"............................................................................ 2
1.15 "Process Technology"........................................................................ 2
1.16 "Production Wafers"......................................................................... 2
1.17 "Purchase Order"............................................................................ 2
1.18 "Quality Specifications".................................................................... 2
1.19 "Risk Production"........................................................................... 2
1.20 "Services".................................................................................. 2
1.21 "Specifications"............................................................................ 2
1.22 "Supplier Fab".............................................................................. 3
1.23 "Wafers".................................................................................... 3
2. PURCHASE AND SUPPLY OBLIGATIONS.................................................................... 3
2.1 Buyer Purchases............................................................................. 3
2.2 Supplier Supply Obligations................................................................. 3
3. WAFER AND SERVICES PURCHASES ...................................................................... 5
3.1 Scope....................................................................................... 5
3.2 Process Technologies........................................................................ 5
3.3 Wafer Forecasts............................................................................. 5
3.4 Purchase Orders............................................................................. 5
3.5 Acceptance and Acknowledgement.............................................................. 6
3.6 Wafer Lots; Expedited Services.............................................................. 6
3.7 Pizza Mask Wafers........................................................................... 6
{/TABLE}
-i-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
3.8 Cancellation and Modifications to Orders ................................................... 6
3.9 Materials................................................................................... 7
3.10 Inactive Material........................................................................... 7
3.11 Risk Production............................................................................. 7
3.12 Rework...................................................................................... 8
3.13 NRE Services................................................................................ 8
3.14 Final Test and Probe Services............................................................... 8
4. DELIVERY AND LOGISTICS ............................................................................. 9
4.1 Delivery.................................................................................... 9
4.2 Wafers...................................................................................... 9
4.3 Product Logistics........................................................................... 9
5. PRICING AND PAYMENTS ............................................................................... 9
5.1 Pricing and Invoices........................................................................ 9
5.2 Costs....................................................................................... 10
5.3 Taxes....................................................................................... 10
6 . TRACKING; REPORTING; AND AUDITS .................................................................... 10
6.1 Wafer Tracking.............................................................................. 10
6.2 Reporting Requirements ..................................................................... 10
7 . WARRANTY AND DISCLAIMER ............................................................................ 10
7.1 Wafer Warranty ............................................................................. 10
7.2 Services Warranty........................................................................... 11
7.3 Disclaimers................................................................................. 11
8 . INDEMNIFICATION..................................................................................... 11
8.1 Indemnification Obligations ................................................................ 11
8.2 Conditions.................................................................................. 12
8.3 Sole and Exclusive Remedy................................................................... 12
9. CONFIDENTIALITY..................................................................................... 12
9.1 Confidentiality Obligations................................................................. 12
9.2 Exceptions.................................................................................. 13
9.3 Confidentiality of this Supply Agreement ................................................... 13
9.4 Injunctive Relief........................................................................... 13
10. LIMITATIONS OF LIABILITY............................................................................ 13
10.1 Disclaimer.................................................................................. 13
{/TABLE}
-ii-
{PAGE}
TABLE OF CONTENTS
(CONTINUED)
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
10.2 Liability Limitation........................................................................ 13
10.3 Basis of Bargain............................................................................ 14
11. TERM; TERMINATION................................................................................... 14
11.1 Term........................................................................................ 14
11.2 Termination................................................................................. 14
11.3 Termination for Non-Payment................................................................. 14
11.4 Termination of Buyer Spin-off Agreements.................................................... 14
11.5 Effect of Termination....................................................................... 15
12. GENERAL............................................................................................. 15
12.1 Agency...................................................................................... 15
12.2 Governing Law; Venue and Jurisdiction....................................................... 15
12.3 Dispute Resolution and Escalation........................................................... 15
12.4 Third-Party Beneficiaries................................................................... 16
12.5 Compliance with Law......................................................................... 16
12.6 Force Majeure............................................................................... 16
12.7 Amendment; Later Agreement.................................................................. 16
12.8 Assignment.................................................................................. 16
12.9 Notices..................................................................................... 17
12.10 Waiver...................................................................................... 17
12.11 Severability................................................................................ 17
12.12 Counterparts and Facsimile.................................................................. 17
12.13 Rules of Construction....................................................................... 18
12.14 Entire Agreement............................................................................ 18
EXHIBIT A - PRICING........................................................................................... 20
EXHIBIT B - QUALITY SPECIFICATIONS ........................................................................... 21
EXHIBIT C - NEW PROCESS TECHNOLOGY PROCEDURES ................................................................ 22
EXHIBIT D - WAFER CYCLE TIMES ................................................................................ 23
EXHIBIT E - FINAL TEST AND PROBE SERVICES SUPPORT ............................................................ 24
EXHIBIT F - DELIVERY AND LOGISTICS ........................................................................... 25
EXHIBIT G - REPORTS........................................................................................... 26
{/TABLE}
-iii-
{PAGE}
NEWBURY PARK WAFER SUPPLY AND SERVICES AGREEMENT
THIS WAFER SUPPLY AND SERVICES AGREEMENT (the "SUPPLY AGREEMENT") is
entered into as of June 25th 2002 (the "EFFECTIVE DATE") by and between CONEXANT
SYSTEMS, INC., a Delaware corporation ("BUYER") and ALPHA INDUSTRIES, INC., a
Delaware corporation ("SUPPLIER").
RECITALS
A. Buyer desires, on the terms and conditions of this Supply
Agreement, to purchase from Supplier semiconductor wafers and related foundry,
manufacturing, probe, and other services.
B. Supplier is willing to supply such wafers and services to Buyer on
the terms and conditions of this Supply Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Supply Agreement, the Parties agree as follows:
AGREEMENT
1. DEFINITIONS. Capitalized terms not expressly defined elsewhere in this
Supply Agreement have the following meanings:
1.1 "BUYER SPIN-OFF" means any entity (including, without limitation,
Mindspeed) that is a successor of any portion of the business of Buyer resulting
from a spin-off or divestiture of such business, regardless of whether or not
Buyer retains an equity or ownership interest in such entity.
1.2 "BUYER SUBSIDIARY" means any entity that at any time during the
term of this Supply Agreement controls, is controlled by, or is under common
control with Buyer, where control means direct or indirect ownership of fifty
percent (50%) or more of the outstanding voting stock or other equity interests
ordinarily having voting rights.
1.3 "COMPETITOR" means a business entity which derives a material
portion of its revenue (over the most recent three (3) year period) from sales
of similar products in similar markets, as compared with the products and
markets of a Party.
1.4 "CONFIDENTIAL INFORMATION" shall mean (i) for information
disclosed after the Effective Date, all non-public information disclosed by one
Party to the other Party pursuant to this Supply Agreement that is identified as
"confidential" or marked with a similar legend at the time of such disclosure
or, if disclosed other than in writing, identified as confidential at the time
of disclosure and confirmed in writing within thirty (30) days, (ii) for
information currently in the possession of the other Party as of the Effective
Date, all non-public information that a reasonable person would have understood
to be confidential, regardless of the form or manner of disclosure, (iii) any
information obtained by one Party's employees or agents while on the premises of
the other Party, which, under the circumstances, a reasonable person would have
understood to be confidential, and (iv) any specifications or technical
information related to Buyer's products (e.g., structure, design, layout) and
Supplier's process technologies that are known to, or otherwise in the
possession of, the other Party as of the Effective Date.
1.5 "CYCLE TIME" means, with respect to a Wafer, Supplier's standard
production cycle measured from the start of Wafer manufacture through shipment.
1.
{PAGE}
1.6 "DELIVERY NOTE" means the delivery instructions provided by Buyer
to Supplier for Wafers ordered by Buyer.
1.7 "ENGINEERING WAFERS" means non-production Wafers manufactured by
Supplier for qualification or testing and may include Pizza Mask Wafers.
1.8 "FINAL TEST SERVICES" means the testing of circuits at the
packaged level to meet the Specifications.
1.9 "PARTY" means either Buyer or Supplier, as the context requires,
and "Parties" means Buyer and Supplier collectively.
1.10 "PIZZA MASK WAFERS" means multiple device designs on a single
wafer.
1.11 "PHOTOMASKS" means precision photographic quartz or glass plates
containing microscopic images of integrated circuits for use as master images to
transfer circuit patterns onto semiconductor wafers during the fabrication of
integrated circuits and other semiconductor products.
1.12 "POST PROBE PROCESSING SERVICES" means (i) grinding of Wafers to
appropriate thickness; (ii) scribing of Wafers to commence die formation; (iii)
die singulation; (iv) breaking dies along scribed markings; and (v) final
singulation of each die.
1.13 "PRICE" is defined in Exhibit A.
1.14 "PROBE SERVICES" means electrical testing of individual
semiconductor wafers on a substrate.
1.15 "PROCESS TECHNOLOGY" means the systematic techniques, methods, or
approaches used to manufacture, or test semiconductor chips or assemblies.
1.16 "PRODUCTION WAFERS" means Wafers manufactured by Supplier after
successful qualification and approval for mass production.
1.17 "PURCHASE ORDER" means a written order for the purchase of a
specified quantity of Wafers or Services submitted by Buyer to Supplier.
1.18 "QUALITY SPECIFICATIONS" means the Wafer quality standards and
criteria set forth in Exhibit B, as may they be modified by written agreement of
the Parties from time to time.
1.19 "RISK PRODUCTION" means Wafers specifically identified by Buyer
in a Purchase Order as "Risk Production" that are to be manufactured by Supplier
pursuant to Buyer's Specifications, but for which compliance with the Quality
Specifications is specifically waived. "Risk Production" may include the
following: unverified mask sets, unverified process changes, no supporting
qualification data, and known design rule violations.
1.20 "SERVICES" means Final Test Services, Post Probe Processing
Services, Probe Services, or such other services described in this Supply
Agreement, as applicable.
1.21 "SPECIFICATIONS" means the technical specifications for the
Wafers mutually agreed to in writing by the Parties, as they may be modified
from time to time upon written agreement of the Parties.
125495
|
Conexant
As referenced in this Wafer Supply and Services Agreement:
CONEXANT SYSTEMS, INC. – SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
================================================================================
NEWBURY PARK
WAFER SUPPLY AND SERVICES AGREEMENT
among:
ALPHA INDUSTRIES, INC.
a Delaware corporation;
and
CONEXANT SYSTEMS, INC.
a Delaware corporation;
---------------------------------
Dated as of June 25th, 2002
---------------------------------
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1. DEFINITIONS........................................................................................ 1
1.1 "Buyer Spin-off"............................................................................ 1
1.
_____________
CONEXANT
SYSTEMS, INC. – NEWBURY PARK WAFER SUPPLY AND SERVICES AGREEMENT
THIS WAFER SUPPLY AND SERVICES AGREEMENT (the "SUPPLY AGREEMENT") is
entered into as of June 25th 2002 (the "EFFECTIVE DATE") by and between CONEXANT
SYSTEMS, INC. , a Delaware corporation ("BUYER") and ALPHA INDUSTRIES, INC., a
Delaware corporation ("SUPPLIER").
RECITALS
A. Buyer desires, on the terms and conditions of this Supply
Agreement, to purchase from Supplier
_____________
Conexant Systems, Inc. – Spin-off, notwithstanding Buyer Spin-off entering into a separate
agreement with Supplier and assuming the rights and obligations of "Buyer"
hereunder. In addition, in the event Buyer (i.e., Conexant Systems, Inc. ) does
not make timely payment on Supplier's invoices and such issue is not resolved
within sixty (60) days' of receipt of Supplier's written notice of such payment
_____________
Conexant Systems, Inc. – on not less than three (3) days' prior
notice to the other Party. Notice hereunder will be sent to the following
addresses:
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to
_____________
Conexant Systems, Inc. – Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: General Counsel Attn: General Counsel
12.10 WAIVER. If a
_____________
dt 1458828
;
|
Conexant
As referenced in this Wafer Supply and Services Agreement:
CONEXANT SYSTEMS, INC. – SUBMITTED SEPARATELY TO
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
================================================================================
NEWBURY PARK
WAFER SUPPLY AND SERVICES AGREEMENT
among:
ALPHA INDUSTRIES, INC.
a Delaware corporation;
and
CONEXANT SYSTEMS, INC.
a Delaware corporation;
---------------------------------
Dated as of June 25th, 2002
---------------------------------
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C} {C}
1. DEFINITIONS........................................................................................ 1
1.1 "Buyer Spin-off"............................................................................ 1
1.
_____________
CONEXANT
SYSTEMS, INC. – NEWBURY PARK WAFER SUPPLY AND SERVICES AGREEMENT
THIS WAFER SUPPLY AND SERVICES AGREEMENT (the "SUPPLY AGREEMENT") is
entered into as of June 25th 2002 (the "EFFECTIVE DATE") by and between CONEXANT
SYSTEMS, INC. , a Delaware corporation ("BUYER") and ALPHA INDUSTRIES, INC., a
Delaware corporation ("SUPPLIER").
RECITALS
A. Buyer desires, on the terms and conditions of this Supply
Agreement, to purchase from Supplier
_____________
Conexant Systems, Inc. – Spin-off, notwithstanding Buyer Spin-off entering into a separate
agreement with Supplier and assuming the rights and obligations of "Buyer"
hereunder. In addition, in the event Buyer (i.e., Conexant Systems, Inc. ) does
not make timely payment on Supplier's invoices and such issue is not resolved
within sixty (60) days' of receipt of Supplier's written notice of such payment
_____________
Conexant Systems, Inc. – on not less than three (3) days' prior
notice to the other Party. Notice hereunder will be sent to the following
addresses:
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to
_____________
Conexant Systems, Inc. – Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: Chief Executive Officer Attn: President
With a copy:
If to Buyer, to: If to Supplier, to:
Conexant Systems, Inc. Alpha Industries, Inc.
4311 Jamboree Road 25 Computer Drive
Newport Beach, CA 92660-3095 Haverhill, MA 01832-1236
Attn: General Counsel Attn: General Counsel
12.10 WAIVER. If a
_____________
dt 1458903
|
| Preview
Full Doc
| 2003 |
Consulting Services Agreement
Consulting Services Agreement (29K)
Doc #148565: Click preview link for longer preview.
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is entered into this
29th day of May, 2003 by and between Stanton, Walker & Company, a New Jersey
corporation (hereinafter referred to as, "Consultant"), and National Scientific
Corporation. (OTCBB: NSCT) (hereinafter referred to as, "Client"), a Texas
corporation, (collectively referred to as the "Parties") with reference to the
following:
PRELIMINARY STATEMENT
The Client desires to be assured of the association and services of the
Consultant in order to avail itself of the Consultant's experience, skills,
abilities, knowledge, and background to facilitate long range strategic
planning, and to advise the Client in business and/or financial and
merger/acquisition matters and is therefore willing to engage Consultant upon
the terms and conditions set forth herein. Consultant desires to be assured, and
Client desires to assure Consultant, that, if Consultant associates with Client
and allocates its resources necessary to provide Client with its business
advisory and consulting services, Consultant will be paid the consideration
described herein and said consideration will be nonrefundable, regardless of the
circumstances unless it shall be determined through binding arbitration as set
forth in Section 6 hereafter that the Consultant willfully and intentionally
committed fraud or gross negligence in connection with this Agreement.
Consultant agrees to be engaged and retained by Client and upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
ENGAGEMENT. Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement and its associated Engagement Fee
("Engagement Fee") described Section 2 below, to become a business and financial
Consultant to Client and to render such advice, consultation, information, and
services to the Directors and/or Officers of Client regarding general financial
and business matters including, but not limited to the following:
1.1 ADVICE AND COUNSEL. Consultant will provide advice and counsel regarding
Client's strategic business plans, strategy and negotiations with potential
business strategic partnering, corporate planning and or other general
business consulting needs as expressed by Client.
1.2 CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. Consultant will
participate and assist Client in the due diligence process, where possible,
on all proposed financial transactions affecting Client of which Consultant
is notified in writing in advance, including conducting investigation of
{PAGE}
Consulting Services Agreement Page 2 of 10
and providing advice on the financial, valuation and stock price
implications of the proposed transaction(s).
1.3 ANCILLARY DOCUMENT SERVICES. If necessary, Consultant will assist and
cooperate with Client in the development, editing and production of such
documents as are reasonably necessary to assist in any transaction covered
by this Agreement. However, this Agreement will not include the preparation
or procuring of legal documents or those documents normally prepared by an
attorney.
1.4 MERGERS AND ACQUISITIONS. Consultant will provide assistance to Client, as
mutually agreed, in identifying merger and/or acquisition candidates,
assisting in any due diligence process, recommending transaction terms and
providing advice and assistance during negotiations, as needed. It is
expressly understood that Consultant shall have no power to bind Client to
any contract or transaction obligation. Additional compensation to
Consultant for the successful closing of any such merger or acquisition
shall be made pursuant to Section 1.4.a.ii. below:
a. MERGERS AND ACQUISITIONS. Consultant agrees to introduce and/or assist
Client in acquiring, merging, and/or divesting on a non-exclusive
basis, from time to time, as Consultant deems appropriate in its sole
discretion. Consultant will introduce and/or assist the Client with
one or more parties who might be interested in (whether by way of
merger, consolidation, asset purchase, technology license, or
substantially similar transaction) either, (a) acquiring some or all
of Client's assets or, (b) selling some or all of their own assets to
Client and/or, (c) entering into some form of strategic alliance with
Client. In consideration of Consultant's services, Client agrees to
pay Consultant the Merger Fee ("Merger Fee") set forth in paragraph
1.4.a.ii, which is a separate fee from the Engagement Fee.
i. PERFORMANCE BY CONSULTANT. Consultant shall be deemed to have
earned its entire Merger Fee under Section 1.4.a.ii upon, (i)
Consultant's introduction of any potential acquirer or seller of
assets or merger candidate or, (ii) upon materially assisting
Client with merger, acquisition and/or divestiture efforts for an
introduced or non-introduced merger, acquisition and/or
divestiture candidate and, (iii) the consummation of the merger,
acquisition, and/or divestiture by Client within 12 months from
the date of such introduction or effort. Consultant shall be
entitled to receive a Merger Fee (as described in paragraph
1.4.a.ii., below) for each merger, acquisition and/or divestiture
by the Client. Each such obligation of Client to pay such Merger
Fee shall be deemed a separate agreement hereunder severable from
each of the other obligations to pay fees arising hereunder and
each obligation shall be separately enforceable as if separate
written agreements existed for each introduction and/or effort
made by Consultant. Consultant shall not be deemed to have earned
any Merger Fee if a merger/acquisition candidate presents itself
to Client independent from Consultant efforts and the Client
148565
|
Nat'l Scientific
As referenced in this Consulting Services Agreement:
National Scientific Corp. – ii) overnight delivery
with confirmation of delivery; or (iii) facsimile transmission with an
original mailed by first class mail, postage prepaid, addressed as follows:
If to the Client: Michael Grollman
National Scientific Corp.
14455 N. Hayden Street Suite 202
Scottsdale, AZ 85260
Facsimile No: (480) 483-8893
If to Consultant: Richard P. Stanton
Stanton, Walker & Company
55 Harristown Road
Glen Rock, NJ
_____________
NATIONAL SCIENTIFIC CORP – Agreement Page 10 of 10
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CLIENT: NATIONAL SCIENTIFIC CORP (NSCT)
/s/ Michael A. Grollman
---------------------------------
Michael A. Grollman
President
Date: May 29, 2003
CONSULTANT:
/s/ Richard P. Stanton
---------------------------------
Richard P. Stanton,
Its Managing Director
Date: May 29, 2003
{/TEXT}
{/
_____________
dt 1322156
;
Stanton, Walker & Company;
| National Scientific Corp/az
|
| Preview
Full Doc
| 2003 |
Transition Services Agreement
Transition Services Agreement (33K)
Doc #191397: Click preview link for longer preview.
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (this "Agreement"), effective as of the
1st day of November, 2002 ("Effective Date"), is entered into by and between DSP
Group, Ltd. ("DSPGL"), an Israeli corporation having its principal place of
business in Herzeliya, Israel and Corage, Ltd. ("Corage"), an Israeli
corporation having its principal place of business in Herzeliya, Israel. (DSPGL
and Corage sometimes are collectively referred to in this agreement as the
"Parties" and each individually as a "Party".)
RECITALS
A. DSP Group, Inc. ("DSPGI"), is engaged in the Products Business and the
Licensing Business.
B. Pursuant to the terms of a Separation Agreement of even date with this
Agreement by and among DSPGI, DSPGL, Ceva, Inc., Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc. and
DSP Ceva Inc.
C. In order to enable Corage to operate the Licensing Business in an
effective manner, the Parties wish to provide for the provision by DSPGL to
Corage of certain testing, design, purchasing, administrative, sales and
marketing, and other services for the period and on the terms and conditions
set forth herein.
AGREEMENTS
Now, therefore, in consideration of the mutual covenants and conditions
contained herein, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used but not otherwise defined in this Agreement have the
meanings given in the Separation Agreement. In addition to the capitalized
terms defined elsewhere in this Agreement, the following terms shall have the
following meanings:
Section 1.1 Administrative Services. "Administrative Services" shall mean
administrative services of the types and scope normally performed by the
Dedicated Administrative Employee.
Section 1.2 Aggregate Shared Fleet Expense. "Aggregate Shared Fleet
Expense" shall mean, for any period, (i) the compensation, benefits and other
direct expense with respect to the Fleet Manager, and (ii) that portion of all
other general and administrative and facilities expenses allocated by DSPGL to
the Fleet Manager in accordance with DSPGL's ordinary accounting principles
consistently applied.
Section 1.3 Aggregate Shared MIS Expense. "Aggregate Shared MIS Expense"
shall mean, for any period, the aggregate amount of direct and indirect cost
and expense incurred by DSPGL in that period for MIS Services provided for its
own operations and for those of Corage, determined in accordance with DSPGL's
ordinary accounting principles, consistently applied, including but not limited
to wages and salaries of personnel, depreciation of property, plant and
equipment, costs of supplies and equipment, and general and administrative
expenses and facilities costs, but excluding any direct cost or expense
incurred solely for the benefit of any one party and chargeable directly to
that party (such as costs of investment of new equipment or facilities
dedicated to the use of that party).
Section 1.4 Confidential Information. "Confidential Information" shall
mean any and all information related to research, products, services, hardware
or software, inventions, processes, designs, drawings,
1
{PAGE}
engineering, business plans, marketing, or finances, which is supplied by one
Party (the "Disclosing Party") to the other Party (the "Receiving Party") and
which is designated in writing as proprietary or confidential (or with a
similar designation) or, if disclosed orally, is designated as confidential or
proprietary at the time of disclosure and set forth in a writing so designated
within thirty days of the initial disclosure. Confidential Information shall
not include, however, information which (i) is or becomes generally available
to the public other than as a result of a disclosure by the Receiving Party,
(ii) was available to the Receiving Party in prior written documents on a
non-confidential basis prior to its disclosure by the Disclosing Party,
provided that, to the knowledge of the Receiving Party, the provision of such
information did not constitute a breach of any obligation of confidentiality by
the person disclosing the information to the Receiving Party, (iii) becomes
available to the Receiving Party on a non-confidential basis from a person who
is not, to the Receiving Party, otherwise bound by a confidentiality agreement
with the Disclosing Party or is not otherwise prohibited from transmitting the
information to the Receiving Party, or (iv) was independently developed by the
Receiving Party without reference to or reliance upon any Confidential
Information furnished by the Receiving Party or any of its Representatives by
or on behalf of the Disclosing Party.
Section 1.5 Dedicated Administrative Employee. "Dedicated Administrative
Employee" shall mean the assistant to Mr. Eli Ayalon.
Section 1.6 Dedicated Administrative Employee Expense. "Dedicated
Administrative Employee Expense" shall mean (i) the compensation, benefits and
other direct expense with respect to the Dedicated Administrative Employee, and
(ii) that portion of all other general and administrative and facilities
expenses allocated by DSPGL to the Dedicated Administrative Employee in
accordance with DSPGL's ordinary accounting principles consistently applied.
Section 1.7 Fleet Manager. "Fleet Manager" shall mean DSPGL's fleet
manager.
Section 1.8 Fleet Manager Services. "Fleet Manager Services" shall mean
the services of the types and scope provided by the Fleet Manager.
Section 1.9 Effective Date. "Effective Date" shall have the meaning set
forth in the Preamble.
Section 1.10 Governmental Authority. "Governmental Authority" shall mean
any foreign or domestic national, provincial, territorial, or local:
governmental authority; quasi-governmental authority; court; governmental
organization; governmental commission; governmental board, bureau, or
instrumentality; regulatory, administrative or other agency; or any political
or other subdivision, department, or branch of any of the foregoing; or any
other entity acting under color of law.
Section 1.11 MIS Services. "MIS Services" shall mean management and
information services of the types and scope provided by DSPGL for its own
operations in the ordinary course of business, including but not limited to
network, hardware and software maintenance and support services.
Section 1.12 Parties or Party. "Parties" or "Party" shall have the meaning
set forth in the Preamble.
Section 1.13 Person. "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation,a limited liability company, a
trust, an unincorporated organization, and any Governmental Authority.
Section 1.14 R&D Services. "R&D Services" shall mean, collectively,
Testing Services, CAD Services, Circuit Design Services, Project Control
Services and Purchasing Services, all as defined on Exhibit A to this
Agreement, and such other services as DSPGL and Corage from time to time agree
to include in R&D Services.
Section 1.15 Representatives. "Representatives" shall mean, with respect
to a Person, any and all directors, officers, employees, representatives, or
agents of such Person.
191397
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Ceva
As referenced in this Transition Services Agreement:
Ceva, Inc. – is engaged in the Products Business and the
Licensing Business.
B. Pursuant to the terms of a Separation Agreement of even date with this
Agreement by and among DSPGI, DSPGL, Ceva, Inc. , Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc.
_____________
Ceva Inc. – Business and the
Licensing Business.
B. Pursuant to the terms of a Separation Agreement of even date with this
Agreement by and among DSPGI, DSPGL, Ceva, Inc., Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc. and
DSP Ceva Inc.
C.
_____________
Ceva, Inc. – DSPGL, Ceva, Inc., Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc. and
DSP Ceva Inc.
C. In order to enable Corage to operate the Licensing Business in an
effective manner, the Parties wish to provide for the provision by DSPGL
_____________
Ceva Inc. – and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc. and
DSP Ceva Inc.
C. In order to enable Corage to operate the Licensing Business in an
effective manner, the Parties wish to provide for the provision by DSPGL to
Corage of certain
_____________
dt 1458739
;
Ceva
As referenced in this Transition Services Agreement:
Ceva, Inc. – is engaged in the Products Business and the
Licensing Business.
B. Pursuant to the terms of a Separation Agreement of even date with this
Agreement by and among DSPGI, DSPGL, Ceva, Inc. , Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc.
_____________
Ceva, Inc. – DSPGL, Ceva, Inc., Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc. and
DSP Ceva Inc.
C. In order to enable Corage to operate the Licensing Business in an
effective manner, the Parties wish to provide for the provision by DSPGL
_____________
dt 1458755
;
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