{"id":42319,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/general-agreement-for-the-procurement-of-products-and-services.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"general-agreement-for-the-procurement-of-products-and-services","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/general-agreement-for-the-procurement-of-products-and-services.html","title":{"rendered":"General Agreement for the Procurement of Products and Services and the Licensing of Software &#8211; Lucent Technologies Inc. and Copper Mountain Networks Inc."},"content":{"rendered":"<pre>\n                               GENERAL AGREEMENT\n                            FOR THE PROCUREMENT OF\n                             PRODUCTS AND SERVICES\n                         AND THE LICENSING OF SOFTWARE\n\n                                BY AND BETWEEN\n\n                           LUCENT TECHNOLOGIES INC.\n\n                                      AND\n\n                           COPPER MOUNTAIN NETWORKS\n\n\n                            CONTRACT NO. WR71980061\n\n\n                               NOVEMBER 17, 1998\n\n                                        \n\nConfidential treatment has been requested for portions of this exhibit. The copy\nfiled herewith omits the information subject to the confidentiality request. \nOmissions are designated as [***]. A complete version of this exhibit has been \nfiled separately with the Securities and Exchange Commission.\n\n \n                               TABLE OF CONTENTS\n\n \n<caption>  \n                                                                  PAGE\n                                                                \n1.   General Terms And Conditions................................  1\n     1.1   Scope.................................................  1\n     1.2   Definitions...........................................  1\n     1.3   Term Of Agreement.....................................  2\n     1.4   Option To Extend......................................  2\n     1.5   Market Rights.........................................  3\n     1.6   Continuing Availability And Discontinuance............  3\n     1.7   Manufacturing Rights..................................  4\n     1.8   [***].................................................  5\n                                                                    \n2.   Product Specific Terms And Conditions.......................  5\n     2.1   Price And Discounts...................................  5\n     2.2   Specifications........................................  6\n     2.3   Product Documentation.................................  6\n     2.4   Packing...............................................  6\n     2.5   Technical Support.....................................  7 \n     2.6   Training..............................................  8 \n     2.7   Insignia..............................................  8 \n     2.8   Marking...............................................  9 \n     2.9   Installation And Cutover Assistance...................  9 \n     2.10  Product Line Evolution................................ 10\n     2.11  Product Acceptance.................................... 10 \n     2.12  Interfaces............................................ 11 \n     2.13  Marketing Support..................................... 11 \n                                                       \n3.   Orders And Payment.......................................... 12\n     3.1   Payment Terms......................................... 12 \n     3.2   FOB................................................... 12 \n     3.3   Purchase Orders....................................... 12 \n     3.4   Forecasts............................................. 13 \n     3.5   Changes To Purchase Orders............................ 13 \n     3.6   Demand Pull Forecast and Ordering Procedures.......... 13 \n \n\n                                       i\n\n[***] = Certain information on this page has been omitted and filed separately\n        with the Commission. Confidential treatment has been requested with\n        respect to the omitted portion.\n\n\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n \n<caption>  \n                                                                  PAGE\n                                                                \n     3.7  Delivery Process &amp; Shipping Interval................... 13 \n     3.8  Variation In Quantity.................................. 14\n     3.9  Shipping............................................... 14\n     3.10 Invoicing.............................................. 14\n     3.11 Invoicing For Stock.................................... 14\n     3.12 Storage Of Paid-For-Stock.............................. 15\n     3.13 Monthly Shipment Reports............................... 15\n     3.14 Electronic Data Interchange (EDI)...................... 15\n     3.15 Bar Code Shipping And Receiving Labels................. 15\n     3.16 Title And Risk Of Loss................................. 15\n     3.17 Point of Sale Information.............................. 15\n                                                                    \n4.   Quality And ISO 9000........................................ 16\n     4.1  Quality................................................ 16\n     4.2  Engineering Changes.................................... 16\n     4.3  Field Retrofit Orders (FRO)............................ 18\n     4.4  Epidemic Failures...................................... 18 \n                                                                    \n5.   Limited Warranty And Repairs................................ 18\n     5.1  Limited Warranty....................................... 18\n     5.2  Repairs Not Covered Under Warranty..................... 20\n     5.3  Repair Procedures...................................... 21\n     5.4  Warranty Tracking...................................... 21\n     5.5  Year 2000 Functionality................................ 21 \n                                                       \n6.   Intellectual Property....................................... 22\n     6.1  Intellectual Property Rights........................... 22\n     6.2  Product Software License Grant......................... 22\n     6.3  Supplier's And Lucent's Information.................... 22\n                                                                    \n7.   Other Terms And Conditions.................................. 22 \n     7.1  Notices................................................ 22 \n     7.2  Indemnity.............................................. 23 \n     7.3  Identification......................................... 24 \n \n\n                                      ii\n\n \n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n \n<caption>  \n                                                                  PAGE\n                                                                \n     7.4  Compliance With Laws................................... 25\n     7.5  Force Majeure.......................................... 25\n     7.6  Assignment............................................. 25\n     7.7  Taxes.................................................. 25\n     7.8  Government Contract Provisions......................... 26\n     7.9  Impleader.............................................. 26\n     7.10 Registration And Radiation Standards................... 26\n     7.11 Toxic Substances And Product Hazards................... 26\n     7.12 Ozone Depleting Substances............................. 27\n     7.13 Heavy Metals And\/Or CFC In Packaging................... 27\n     7.14 Chlorofluorocarbons.................................... 27\n     7.15 Insurance.............................................. 27\n     7.16 Choice Of Law.......................................... 28\n     7.17 Severability........................................... 28\n     7.18 Section Headings....................................... 29\n     7.19 Waiver................................................. 29\n     7.20 Dispute Resolution..................................... 29\n     7.21 Export Control......................................... 31\n     7.22 Records................................................ 31\n     7.23 Termination............................................ 31\n     7.24 Publicity.............................................. 32\n     7.25 Survival Of Obligations................................ 32\n     7.26 Limitation of Liability................................ 32\n     7.27 Steering Committee..................................... 32\n     7.28 Relationship of the Parties............................ 33\n     7.29 Counterparts........................................... 33\n     7.30 Entire Agreement....................................... 33 \n \n \n                                      iii\n\n \n                              LIST OF APPENDICES\n                                        \nAppendix 1  Pricing Terms\nAppendix 2  Specifications\nAppendix 3  Quality Requirements\nAppendix 4  Change Control Process\nAppendix 5  Demand Pull Procedures\nAppendix 6  Non-Disclosure Agreement\nAppendix 7  Warranty Eligibility System\n\n                                       1\n\n \n     THIS AGREEMENT between LUCENT TECHNOLOGIES INC., with its principal offices\nat 600 Mountain Avenue, Murray Hill, New Jersey 07974-0636 (\"Lucent\") and COPPER\nMOUNTAIN NETWORKS, INC., with offices at 2470 Embarcadero Way, Palo Alto,\nCalifornia 94303 (\"Supplier\") (hereinafter collectively the \"Parties\") is for\nthe anticipated future procurement of certain products and the license of\ncertain associated software, in accordance with the terms and conditions stated\nin this Agreement and any attachments to this Agreement.\n\n     WHEREAS, Supplier desires to supply products, software and maintenance\nservices to Lucent;\n\n     WHEREAS, Lucent desires to procure products, software and maintenance\nservices from Supplier; and\n\n     WHEREAS, the Parties desire to combine Lucent's AnyMedia(TM) FAST solution\nand Supplier's CopperEdge(TM) DSL Concentrator into an offer for the CLEC market\nin the United States as well as for Multi-Tenant Units in the United States;\n\n     NOW, THEREFORE, in consideration of the promises and mutual covenants set\nforth in this Agreement, the Parties agree to the terms and conditions set forth\nherein below:\n\n1.   GENERAL TERMS AND CONDITIONS\n\n     1.1  SCOPE\n\n     Except as mutually agreed by the Parties in writing, this Agreement shall\napply only to transactions between Supplier and Lucent for the purchase and sale\nof Product in the United States for the CLEC market and the Multi-Tenant Unit\nmarket, each as hereinafter defined. Product shall be furnished by Supplier on\nan as-ordered basis.\n\n     1.2  DEFINITIONS\n\n          1.2.1  \"CLEC\" means competitive local exchange carrier.\n\n          1.2.2  \"COLLATERAL MATERIAL\" means data sheets, application briefs,\npresentation brochures and other advertising or promotional materials that are\ndistributed in the normal course of business to market the Product and that are\nnot designated as confidential by the Parties.\n\n          1.2.3  \"DSLAM\" means Digital Subscriber Line Access Multiplexer, an\nacronym that is in general use in the telecommunications industry and which has\nthe meaning ascribed by that general use.\n\n          1.2.4  \"FIRST SERVICE APPLICATION\" (FSA) means a set of managed\nactivities administered by Lucent that validate the first deployment of new\nProducts. The FSA process is intended to assure that the first service\ndeployment is timely and meets or exceeds customers' expectations with respect\nto quality, delivery, installation, testing, operations, maintenance and\nacceptance.\n\n                                      1.\n\n \n          1.2.5  \"FIT\" means the suitability or readiness of a product for a\nparticular application, including environmental extremes, marginal parameters,\nphysical and signal compatibility with interfacing systems and surroundings,\nlevel of performance, safety margins, reliability, maintainability and\ninstallability.\n\n          1.2.6  \"FORM\" means the weight, density, chemical or product\ncomposition, size, shape, structure, appearance, protocol, pattern, composition,\nconfiguration and marking\/identification of product and software.\n\n          1.2.7  \"FUNCTION\" means the set tasks or purposes for which a product\nis used by the customer, including all the tasks generally accepted for the\nproduct and those specifically designated by the customer.\n\n          1.2.8  \"INITIAL CUSTOMER APPLICATION\" (ICA) means a controlled\nprocess, administered by Lucent, intended to assure that new Products meet or\nexceed Lucent's customers' expectations with respect to quality, delivery,\ninstallation, testing, operations, maintenance, and acceptance.\n\n          1.2.9  \"MULTI-TENANT UNIT\" means a commercial building, residential\nbuilding, or hotel that requires a DSLAM within the structure to provide high\nspeed data services over the existing copper wiring.\n\n          1.2.10 \"PRODUCT\" as used in this Agreement shall mean Supplier's\nCopperEdge DSL Concentrator hardware and software and other Supplier-proprietary\nhardware and software listed and described in Appendix 2.\n\n          1.2.11 \"SOURCE MATERIAL\" means business and technical information and\nother relevant materials which are not confidential and which Supplier will make\navailable to Lucent to support the development of Collateral Material.\n\n          1.2.12 \"TECHNICAL INFORMATION\" means written user manuals,\ninstallation manuals, technical reference manuals, release notes and other\nrelevant technical materials.\n\n     1.3  TERM OF AGREEMENT\n\n     This Agreement shall be effective on the last date of signature below\n(hereinafter the \"Effective Date\") and shall continue in effect for a term of\nthree (3) years (hereinafter the \"Term\"). Absent mutual written consent to the\ncontrary, the modification or termination of this Agreement shall not affect the\nrights or obligations of either Party under any purchase order accepted by\nSupplier before the effective date of such modification or termination.\n\n     1.4  OPTION TO EXTEND\n\n     Lucent shall have the right to extend the period specified in Section 1.3\nfor up to twelve (12) months by giving Supplier at least thirty (30) days prior\nwritten notice. Within ten (10) days of the date of Lucent's notice to extend\nthe period, Supplier shall notify Lucent in writing whether Supplier proposes to\nrevise the price(s) under this Agreement. If the Parties fail to agree on the\nrevised price(s) within twenty (20) days after the date of Supplier's notice,\nLucent's notice \n\n                                      2.\n\n \nof extension shall be considered withdrawn and prices for outstanding orders or\norders placed during the term of this Agreement shall not be revised. Any\nsubsequent renewal will be upon mutual written agreement of the Parties.\n\n     1.5  MARKET RIGHTS\n\n          1.5.1  It is expressly understood and agreed that this Agreement\nneither grants to Supplier an exclusive right or privilege to sell to Lucent any\nor all products of the type described in the \"Product\" definition which Lucent\nmay require, nor requires the purchase of Product or any other products from\nSupplier by Lucent. It is, therefore, understood that Lucent may contract with\nother manufacturers and suppliers for the procurement of comparable products. In\naddition, Lucent shall, at its sole discretion, decide the extent to which\nLucent will market, advertise, promote, support or otherwise assist in further\nofferings of the Product.\n\n          1.5.2  Supplier agrees that purchases by Lucent under this Agreement\nshall neither restrict the right of Lucent to cease purchasing nor require\nLucent to continue any level of such purchases.\n\n     1.6  CONTINUING AVAILABILITY AND DISCONTINUANCE\n\n          1.6.1  Supplier agrees to offer for sale to Lucent, during the term of\nthis Agreement, Product conforming to the Specifications (as defined in Section\n2.2 below). Subject to Section 1.6.2 and Section 7.23.1, Supplier further agrees\nto offer for sale to Lucent, during the term of this Agreement and until five\n(5) years after the expiration of this Agreement unless otherwise mutually\nagreed by the Parties, repair parts (\"Parts\") which are functionally equivalent\nin Form and Fit to the Product covered by this Agreement. The price and terms\nfor the Parts shall be the price and terms set forth in Supplier's then current\nagreement with Lucent for said Parts or, if no such agreement exists, the price\nand terms shall be agreed upon by Lucent and Supplier. In the absence of any\nsuch Agreement following good faith negotiations, Supplier shall not continue to\nbe obligated to sell Parts.\n\n          1.6.2  In the event that Supplier should discontinue manufacturing any\nProduct or Part, Supplier will provide Lucent:\n\n                 (A)  At least twelve (12) months prior notice of\ndiscontinuance, and\n\n                 (B)  The opportunity to place an end of life purchase order,\nwhich Supplier will accept during the notice period as set forth in (a); and\n\n                 (C)  Supplier will accept reasonable delivery schedules for\nsuch Product or Part for delivery up to nine (9) months after the discontinuance\nnotice described in subsection (a) above. The Parties will agree on a mutually\nacceptable delivery schedule, taking into account Lucent's needs to fulfill its\ncustomers' requirements and Supplier's needs not to overburden its manufacturing\ncapacity.\n\n                                      3.\n\n \n     1.7  MANUFACTURING RIGHTS\n\n          1.7.1  Supplier agrees to grant Lucent a non-exclusive manufacturing\nlicense pursuant to a separate manufacturing license agreement between the\nParties as contemplated in Section 1.7.2 below in the event that:\n\n                 (A)  Supplier has materially defaulted in performance or\notherwise has failed to perform its obligations under:\n\n                      (I)  this Agreement and such default or failure to perform\nhas continued beyond the cure period provided in the Agreement (absent agreement\nby the Parties to extend such cure period for a particular default or failure to\nperform) following written notice thereof to Supplier from Lucent, or\n\n                      (II) any agreement between Supplier and Lucent or its\ncustomers for the maintenance or correction of the Products, and [***];\n\n                 (B)  Supplier has made an assignment for the benefit of\ncreditors, has admitted in writing its inability to pay debts as they mature or\nhas ceased operating in the normal course of business;\n\n                 (C)  A trustee or receiver of Supplier of any substantial part\nof Supplier's assets has been appointed by any court;\n\n                 (D)  A proceeding has been commenced by any party against\nSupplier under any one of the provisions of a bankruptcy code and:\n\n                      (I)   the proceeding has been pending for at least sixty\n(60) days, or\n\n                      (II)  Supplier has consented, either expressly or by\noperation of law, to be adjudged or decreed a bankrupt, or\n\n                      (III) Supplier has been decreed or adjudged a bankrupt;\n\n                 (E)  A voluntary petition has been filed by Supplier under any\nof the provisions of a bankruptcy code;\n\n                 (F)  Supplier is acquired by or merges with another\ncorporation, and such corporation (1) refuses to continue to sell Product to\nLucent at the prices in and under the terms and conditions of the then current\nagreements between Supplier and Lucent and under the terms and conditions of any\ngeneral agreement between Supplier and Lucent; or (2) fails to enter into a\nformal Assignment of Obligations document (so long as such document does not\ncontain terms different from the terms set forth in this Agreement) with Lucent\nto assume all the rights and obligations of Supplier under the agreement then in\nplace between Supplier and Lucent; and\n\n                                      4.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n \n                (G)  Upon the conditions and for the purposes set forth in\nSection 5.5.\n\n          1.7.2 The Parties shall enter into a manufacturing license agreement\nwithin ninety (90) days after the Effective Date that is intended to grant\nLucent certain rights in Supplier's technology to enable Lucent to manufacture\nProducts or Parts in the event that the circumstances listed in Section 1.7.1\noccur. The manufacturing license would be limited to (i) fulfilling the\nrequirements of Lucent's customers for Product and Parts where such customers\nare Lucent's customers as of the time of exercise of the manufacturing license\nrights, and (ii) making error corrections to the Products to meet the\nSpecifications. Lucent will inform Supplier of any error corrections it desires\nto make and the Parties will discuss in good faith whether Supplier should make\nsuch error corrections and whether Supplier will support the corrected Product\nfollowing correction; provided, however, that this sentence will not prohibit\nLucent from making the error corrections itself. The license grant would be\nroyalty-bearing at a rate to be agreed upon, subject to a royalty-fee waiver for\neither an agreed upon time or amount to enable Lucent to recover its reasonable\ncosts incurred to exercise its manufacturing rights. Such manufacturing license\nagreement shall also provide to Lucent the necessary Product documentation and\ninformation, originated or developed by Supplier, that is required for Lucent to\nexercise its manufacturing license.\n\n     1.8  \n\n     [***]\n\n2.   PRODUCT SPECIFIC TERMS AND CONDITIONS\n\n     2.1  PRICE AND DISCOUNTS\n\n          2.1.1  Lucent's purchase price for Products is determined by\nmultiplying Supplier's list price times the applicable discount set forth in\nAppendix 1, which is incorporated herein by reference. Supplier's current list\nprices are set forth in Appendix 1, together with Lucent's discounts from list\nprices. Supplier may revise its list prices at any time in its sole discretion;\nprovided, however, that it agrees to give Lucent thirty (30) days prior written\nnotice of such list price changes. Either Party may request a review of Lucent's\ndiscounts at any time and the Parties will enter into good faith discussions to\nreview the discounts and make any mutually agreeable modifications. It is the\nintent of the Parties that all prices support earning an acceptable return for\neach Party and that such return will be at least as good as the return generated\nby the initial prices.\n\n          2.1.2  Other miscellaneous pricing information is also included in\nAppendix 1.\n\n                                      5.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n     2.2  SPECIFICATIONS\n\n          2.2.1  Product to be supplied hereunder shall conform to the\ndescriptions, shape, performance and functions set forth in Appendix 2\n(\"Specifications\") or such other specifications as the Parties may agree to in\nwriting. Modifications to the Product or Specifications shall be made with the\nmutual written consent of the Parties and in accordance with the Change Control\nProcess set forth in Appendix 4.\n\n     2.3  PRODUCT DOCUMENTATION\n\n          2.3.1  Subject to the terms and conditions of this Agreement, Supplier\nwill provide electronic master copies, [***], of the Source Materials,\nCollateral Material and Technical Documentation as mutually agreed upon and in a\nmutually agreed to format. These Source Materials, Collateral Material and\nTechnical Documentation may be reproduced, reformatted, modified and distributed\nby Lucent, subject in each instance to Supplier's prior review and written\napproval and, where applicable, subject to the confidentiality provisions set\nforth in Section 6.3.\n\n          2.3.2  Within sixty (60) days after the Effective Date, Supplier will\ndevelop a documentation plan, that will include, but not be limited to,\ndocument\/material description, scope\/intent, availability date, and format to be\nused to transmit to Lucent. In addition, the documentation plan will provide a\nprocess for the Supplier to provide update(s) to Lucent.\n\n          2.3.3  Lucent agrees to reproduce Supplier's copyright notice\ncontained in any documentation reproduced without change by Lucent. For\ndocumentation that is reformatted or modified by Lucent, Lucent shall have the\nright to place only Lucent's own copyright notice on the reformatted or modified\ndocumentation. It is the intent of the Parties that Lucent's copyright notice\nshall be interpreted to protect the underlying copyright rights of Supplier to\nthe documentation to the extent such underlying rights are owned by Supplier. To\nthe extent that use of Lucent's notice without referencing Supplier's copyright\nnotice or other proprietary rights notice would adversely affect Supplier's\nintellectual property rights, the Parties will agree upon mutually acceptable\nproprietary rights notices. Supplier will correct promptly, by providing\nreplacement or updates, any defects in documentation which Supplier becomes\naware of and\/or about which Lucent notifies Supplier, that may result in a\nproduct service loss or could result in a safety hazard.\n\n     2.4  PACKING\n\n          2.4.1  Product shall be duly packaged and marked in accordance with\nindustry standards and requirements under applicable laws and government\nregulations including, but not limited to any such laws and regulations relating\nto safety, health and the environment; provided, however, that if Supplier\npackages Product as specified by Lucent, including without limitation Section\n2.4.3 hereof, such packaging shall be deemed to comply with the foregoing\nrequirements.\n\n          2.4.2  Supplier will package Product individually or as integrated\nassemblies (except for small parts, such as screws) with appropriate protective\nmaterial to guarantee safe arrival (e.g., plug-in boards should be in static\ncontrolled packaging and\/or padded cartons). Bulk\n\n                                      6.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n \npackaging of Product and Parts is acceptable if agreed to by both Parties. Each\nbox will contain Product or Parts ordered under a single purchase order, but\nmultiple boxes may be placed in a larger container. Supplier will, when so\nrequested by Lucent and without additional charge, provide and affix to each\nProduct packaging, bar code labels as Lucent will specify.\n\n          2.4.3  Product will be packed by Supplier in accordance with Lucent\nSpecification PKG-91NJ1045, April 1, 1998, a copy of which Supplier has in its\npossession.\n\n     2.5  TECHNICAL SUPPORT\n\n          2.5.1  Lucent will be the primary interface to all customers and will\nprovide Tier 1 and Tier 2 technical customer support. A Tier 1 support person\nhas a working knowledge of the Product and technology as well as an\nunderstanding of the network in order to resolve common and or known problems.\n\"Tier 2\" means the second level of technical customer support to which Tier 1\nescalates issues that cannot be resolved at Tier 1.\n\n          2.5.2  Supplier will provide Lucent Tier 3 technical support. \"Tier 3\"\nmeans technical support that addresses issues escalated from Tier 2 when either\nthe source of the issue cannot be identified or the issue is identified and must\nbe addressed by the manufacturer of the Product. Tier 3 technical support will\nbe provided twenty-four (24) hours a day, seven (7) days a week via telephone to\nLucent's Tier 2 support personnel [***]. Supplier's response time shall be\nwithin [***] on Monday through Friday, 9 am - 6 pm (Pacific Time), and within\n[***] at all other times. Supplier will provide emergency on-site twenty-four\n(24) hour technical assistance at Lucent's request and at rates to be mutually\nagreed upon by the Parties. Six (6) months after the Effective Date and every\nsix (6) months thereafter, Supplier may request a review of Lucent's Tier 3\nsupport requests that Supplier believes (i) do not fit into Tier 3 or (ii) are\notherwise excessive given the volume of Product purchases made by Lucent. Upon\nsuch a request for review, the Parties will discuss in good faith appropriate\nresolution of Supplier's concerns, such as, by way of example only, compensation\nto Supplier and\/or changes to the Parties' support processes.\n\n          2.5.3  Within sixty (60) days after the Effective Date, Lucent's and\nSupplier's technical support groups shall establish a technical support plan in\nsupport of the implementation of this Section, which shall include, but is not\nlimited to, the following items:\n\n                 (A)  Roles and responsibilities of Tier 1, Tier 2 and Tier 3\nsupport persons;\n\n                 (B)  Procedure for seamless Tier 3 escalation including the\nmechanics of how Tier 2 will contact Tier 3;\n\n                 (C)  Procedure for developing and implementing corrective\naction plans with the goal to minimize customer impact from Lucent customer\nnetwork outages due to Product-related problems; such plans should address \nshort-term workarounds and long-term solutions in accordance with the terms and\nconditions of this Agreement;\n\n                                      7.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.                      \n\n\n \n                 (D)  Procedure for Tier 2 to enter product change requests as\ncontemplated in Section 4.2 hereof; and\n\n                 (E)  A clear definition of terms.\n\n          2.5.4  Lucent may request ongoing technical support, including field\nservice and assistance and technical support in the development of specific\ncustomer proposals, provided, however, that the availability or performance of\nthis technical support service shall not be construed as altering or affecting\nSupplier's obligations as set forth in Section 5 (Limited Warranty) or elsewhere\nprovided for in this Agreement.\n\n     2.6  TRAINING\n\n          2.6.1  Supplier will provide an electronic master copy of\ninstructional Source Material, [***], that can be used by Lucent to\ngenerate customer-training materials. Supplier will also provide two (2) train-\nthe-trainer courses, on terms and at a location and schedule to be agreed, for\nLucent's personnel at a level mutually agreed upon with the mutual objective of\nthe Parties that Lucent will be able to effectively market and support\nSupplier's Product. Additional courses will be made available to Lucent at\nSupplier's then current rates. The training will include, but not be limited to,\nthe Product's features, target markets and selling strategies, as well as\ntechnical aspects of the Product to enable Lucent to properly configure\nSupplier's Product to operate with Lucent's products and provide technical\nsupport.\n\n          2.6.2  After the Effective Date and before Supplier delivers the \ntrain-the-trainer courses to Lucent, Supplier acknowledges that Lucent may not\nbe prepared to provide any requested training to Lucent's customers. Therefore,\nSupplier will assist Lucent in providing customer training until the delivery of\nthe first train-the-trainer course referenced in Section 2.6.1 above. The\nParties agree that if Supplier considers the amount of training support it\nprovides pursuant to this Section 2.6.2 to be excessive, the Parties will review\nthe training schedule and mutually agree to terms and conditions under which\nfurther training support will be provided to satisfy any remaining obligations\nof this Section 2.6.2.\n\n          2.6.3  Within sixty (60) days after the Effective Date, Supplier will\ndevelop a training plan that will include, but not be limited to, course\ndescriptions, a course development process requiring Lucent's approval of\ncourses, a course schedule and a process for providing course updates outside\nthe standard schedule.\n\n     2.7  INSIGNIA\n\n          2.7.1  Upon Lucent's written request, \"Insignia,\" including certain\ntrademarks, trade names, insignia, symbols, decorative designs, or packaging\ndesigns of Lucent will be properly affixed by Supplier to the Product furnished\nor its packaging. Such Insignia will not be affixed, used, or otherwise\ndisplayed on the Product furnished or in connection with the Product without\nwritten approval of Lucent. The manner in which such Insignia will be affixed\nmust be approved in writing by Lucent in accordance with standards established\nby Lucent as applicable. Lucent shall retain all right, title and interest in\nany and all packaging designs, finished artwork, and separations Lucent\nfurnishes to Supplier. This Section does not reduce or modify Supplier's\nobligations under Sections 6.3 and 7.3.\n\n                                      8.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n     2.8  MARKING\n\n          2.8.1  The Parties currently intend for the Product to be co-branded.\nWithin forty-five (45) days after the Effective Date, Supplier will provide\nLucent with a proposal on co-branding. This proposal will be subject to Lucent's\nwritten approval and needs to incorporate the applicable provisions of this\nAgreement.\n\n          2.8.2  All Product furnished under this Agreement shall be marked for\nidentification purposes in accordance with the Specifications and as follows:\n\n                 (A)  with Supplier vendor code, model\/serial number;\n\n                 (B)  with month and year of manufacture;\n\n                 (C)  markings in accordance with the requirements outlined in\nLucent Specifications KS-23490 and KS-22002, as amended from time to time, which\nSupplier has in its possession;\n\n                 (D)  Common Language Equipment Identification (CLEI) Note:\nCommon Language and CLEI are trademarks of Bell Communications Research; Lucent\nApparatus code, serial, or model numbers;\n\n                 (E)  Warranty Eligibility System (WES) tracking information;\nand\n\n                 (F)  Underwriters Laboratories and Federal Communications\nCommission markings as appropriate.\n\n                 (G)  In addition, Supplier agrees to add any other\nidentification that might be requested in writing by Lucent. Charges, if any for\nsuch additional identification marking shall be as agreed upon by Supplier and\nLucent prior to the implementation of any change. This Section does not reduce\nor modify Supplier's obligations under Section 2.7, Insignia.\n\n     2.9  INSTALLATION AND CUTOVER ASSISTANCE\n\n          2.9.1  In the event Supplier is not installing the Product, and if\nrequested by Lucent and agreed by Supplier, Supplier agrees to make available at\nthe installation site, on rates and terms to be agreed, a field engineer(s) to\nrender installation and cut-over assistance as requested by Lucent and as\ndefined below.\n\n          2.9.2  Supplier will provide reasonable assistance, [***], to\nsupport [***] Lucent-designated FSAs, annually, for each new release of\nProduct as determined by mutual agreement of the Parties. Such support shall not\nexceed [***] person days per FSA, unless mutually agreed to by the Parties.\n\n          2.9.3  Supplier will provide reasonable assistance, [***], to\nsupport [***] ICAs per year. Such support shall not exceed [***] person\ndays per ICA, unless mutually \n\n                                      9.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \nagreed to by the Parties. The Parties understand and acknowledge that they will\ntry to limit the number of ICA's to fewer than five per year and to limit\nSupplier's involvement in such ICA's.\n\n          2.9.4   Additional Supplier FSA\/ICA support will be mutually agreed to\nand be at a cost as defined in Appendix 1 unless otherwise mutually agreed to in\nwriting.\n\n     2.10 PRODUCT LINE EVOLUTION\n\n          2.10.1  As set forth in Section 7.27, Supplier and Lucent shall have\nperiodic meetings (once per quarter or as often as mutually agreed to) to\ndiscuss plans for product line evolution.\n\n          2.10.2  The Parties agree to keep abreast of major developments in the\ntelecommunications industry and to meet, from time to time in accordance with\nSection 7.27, and to discuss any developments that might substantially affect\nthe production of Product under this Agreement.\n\n     2.11 PRODUCT ACCEPTANCE\n\n          2.11.1  The Product and any other new product offering by Supplier to\nLucent hereunder shall be subject to initial prototype acceptance testing by\nLucent in accordance with mutually acceptable criteria and procedures to be\nproposed by Lucent promptly and agreed upon by Supplier. For the initial Product\ncovered by this Agreement, such agreement shall occur within sixty (60) days\nfollowing the Effective Date. If not otherwise set forth elsewhere, such\nacceptance criteria and procedures will also include the Parties' agreement\nregarding acceptable failure rates and reliability specifications (such failure\nrates and reliability specifications to be initially proposed by Supplier) for\npurposes of Section 4.4. For all new product offerings by Supplier or for\nchanges to the Product, such agreement shall be reached within a mutually\nagreeable time frame consistent with the planned introduction date. If no\nproposal is made within the applicable period by Lucent, the Product will be\ndeemed accepted upon delivery. After acceptance of the prototype for the Product\nand for any new product that Lucent may choose to purchase from Supplier, all\nsubsequent deliveries of Products or new product offerings shall be deemed\naccepted upon delivery. If, however, the Product has been modified pursuant to\nSection 4.2, the modified Product will also be subject to the initial acceptance\ntesting procedures set forth in this Section 2.11 prior to manufacturing and\nsupply for Lucent in production quantities.\n\n          2.11.2  Supplier shall submit to a location designated by Lucent for\nexamination a mutually agreed to sample or prototype configuration of production\nsamples of the Product, modified Product, or new product offering (referred to\nherein collectively as a \"Sample\") produced in a continuous run on permanent\nproduction tooling.\n\n          2.11.3  Lucent shall evaluate Samples in accordance with the\nSpecifications and issue a written acceptance or rejection to Supplier within\nforty-five (45) days after receipt of Samples. The failure by Lucent to reject\nwith cause within such time shall constitute acceptance. Any rejection shall\nidentify the failure to meet Specifications in reasonable detail sufficient to\nallow Supplier to correct the deficiency.\n\n                                      10.\n\n \n          2.11.4  If a Sample evaluated pursuant to this Section is rejected,\nSupplier agrees to correct, at its expense, the failure to meet the\nSpecifications (referred to herein as \"Defect\") leading to such rejection and\nresubmit a corrected Sample to Lucent within thirty (30) days after receipt of\nnotice from Lucent of such Defect or such longer period that the Parties\nmutually agree in writing is necessary to rectify the Defect (referred to herein\nas the \"Corrective Period\"). Lucent shall have thirty (30) days after Supplier\nresubmits the corrected Sample to accept or reject in writing such Sample in\naccordance with Section 2.11.1.\n\n          2.11.5  If the Defect in a rejected Sample is not corrected within the\nCorrective Period or if a resubmitted Sample that is re-tested or re-evaluated\nby Lucent during the thirty (30) day re-evaluation period is again rejected,\nLucent may at its option: (a) accept the sample as is; (b) afford Supplier one\nor more correction extensions; or (c) terminate this Agreement without any cost\nor charge to Lucent whatsoever if for the initial Product (but cannot terminate\nthe Agreement if for modifications to the Product or for follow-on products),\nincluding costs or charges incurred by Supplier in procuring equipment, material\nand special tooling to perform any part of this Agreement, loss of profits or\nlabor, and materials expended in the production of Samples.\n\n          2.11.6  If the Parties opt to perform the testing at Supplier's\nfacility, Supplier shall allow Lucent to send representative(s) to observe and\nparticipate in the testing.\n\n          2.11.7  Except as set forth in this Section 2.11, or as mutually\nagreed by the Parties, Supplier shall not make any shipments under this\nAgreement prior to acceptance pursuant to this Section 2.11.\n\n          2.11.8  Lucent will return Samples to Supplier unless otherwise\nmutually agreed to.\n\n     2.12 INTERFACES\n\n          2.12.1  Supplier agrees to provide Lucent with any publicly available\ninterface specification documentation and reasonable amounts of support to\nresolve any questions Lucent's Tier 2 support personnel or Lucent's customers\nmay have regarding these interface specifications.\n\n          2.12.2  For a period of five (5) years after providing any Product\npursuant to this Agreement, Supplier shall, upon request, provide to Lucent upon\nLucent's reasonable request any applicable, publicly-available interface\nspecification documentation.\n\n     2.13 MARKETING SUPPORT\n\n          2.13.1  Upon Lucent's reasonable request, Supplier shall provide\nLucent, [***], marketing support in a manner and upon terms mutually\nacceptable to the Parties. Examples of support may include consultation services\nregarding marketing and systems support, marketing opportunity assessment,\nsolution design reviews and product availability and delivery assistance. In\naddition, during the initial months of this Agreement, Supplier agrees to\nprovide appropriate sales support to Lucent's sales and marketing efforts in a\nmanner and upon terms mutually acceptable to the Parties.\n\n                                      11.\n\n           \n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n          2.13.2    Based on information provided by Supplier under Section 2.3,\nProduct Documentation, Lucent will develop its own Collateral Material, customer\ntraining manuals, price lists and sales presentations necessary for marketing\nthe Product, subject to the procedures set forth in Section 2.3.\n\n3.   ORDERS AND PAYMENT\n\n     3.1  PAYMENT TERMS\n\n     Invoices shall be paid net [***] from the date of delivery of the Product\nto Lucent or receipt of the applicable invoice by Lucent, whichever occurs\nlater.\n\n     3.2  FOB\n\n     The Product shall be shipped F.O.B. Supplier's facility, 5744 Pacific\nCenter Boulevard, San Diego, California 92121, freight charges payable by Lucent\nupon delivery.\n\n     3.3  PURCHASE ORDERS\n\n          3.3.1     Lucent will issue written purchase orders on a monthly basis\nreflecting its orders and any changes to existing orders in accordance with the\nchange to purchase order provisions set forth in Section 3.5 below. Purchase\norders issued under this Agreement shall be sent to the following address:\n\n     TO SUPPLIER:   5744 Pacific Center Boulevard\n                    San Diego, California 92121\n                    Attention: Sales Administration\n                    Phone: (619) 453-8799\n                    Facsimile: (619) 452-0199\n\n          3.3.2     Supplier may change its address upon thirty (30) days\nwritten notice to Lucent.\n\n          3.3.3     [***], at Lucent's option, subject to the reschedule and\nforecast change schedule set forth in Section 3.5 below. Such purchase orders\nshall specify: (a) a description of Product, inclusive of any\nnumerical\/alphabetical identification referenced in Appendix 1, (b) the quantity\nof Product ordered; (c) a preferred delivery date, (d) the applicable price, (e)\nthe location to which Product is to be shipped, and (f) the location to which\ninvoices should be sent for payment, if different from the address set forth in\nthis Agreement. Lucent's commitment to Supplier shall in no case exceed the\nquantities specified on each spot purchase order. Purchase orders shall be\ngoverned by the terms and conditions of this Agreement; any additional or\ninconsistent terms contained in a purchase order or a Supplier sales\nacknowledgment are hereby rejected.\n\n                                      12.\n                    \n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n     3.4  FORECASTS\n\n\nLucent will issue to Supplier an initial written estimate of annual (twelve (12)\ncalendar months) purchases. Additionally, Lucent will provide Supplier with a\nwritten rolling estimate of purchases (\"Forecast\"). During the first six (6)\nmonths after the Effective Date, such rolling estimate shall be provided to\nSupplier monthly. Thereafter, the rolling estimate shall be provided weekly.\nSuch Forecast shall be issued solely for material planning purposes and shall\nnot be deemed a commitment by Lucent. Consistent with the foregoing, Supplier\nwill not be required to fulfill such Forecast. Supplier will, however, fulfill\nLucent purchase orders as set forth below.\n\n     3.5  CHANGES TO PURCHASE ORDERS\n\n          3.5.1     Lucent shall have the right to reschedule shipment of some\nor all of the quantity of such spot purchase order or to reduce the spot\npurchase order quantity in accordance with the schedule below:\n\n \n<caption> \nNumber of Days Prior to Reschedule           Allowable Reschedule or\nor Forecast Change                           Forecast Change\n                                           \n0-30                                         [***]\n31-60                                        [***]\n61-90                                        [***]\n91 days or more                              [***]\n \n\n          3.5.2     Any change requested by Lucent beyond the allowable decrease\nshall be handled by Supplier on a commercially reasonable efforts basis. \n\n     3.6  DEMAND PULL FORECAST AND ORDERING PROCEDURES.\n\n     Within forty-five (45) days after the Effective Date, the Parties will\nagree on \"Demand Pull\" delivery arrangements for the Product consistent with the\npreliminary draft of such agreement currently attached hereto as Appendix 5.\nWhen completed, the written agreement regarding \"Demand Pull\" delivery\narrangements will be attached hereto and incorporated herein as the revised\nAppendix 5. Upon mutual written agreement between Lucent and Supplier, Lucent\nshall have the right to implement such delivery arrangements by providing an\nestimated purchase order for Products. The terms and conditions of demand pull\ndelivery, as stated in this Agreement, shall apply to any such delivery\narrangements as may be implemented after the demand pull arrangements become\neffective. After such time, the spot purchase order procedures set forth above\nshall no longer apply and the demand pull procedures to be set forth in Appendix\n5 will govern the estimated purchase order.\n\n     3.7  DELIVERY PROCESS &amp; SHIPPING INTERVAL\n\n          3.7.1     Delivery time means the interval from order receipt by\nSupplier to Product shipment. During the period when Lucent is ordering Product\nby means of the spot purchase order procedure set forth in Sections 3.3, 3.4 and\n3.5 above, the Parties anticipate a [***] \n\n                                      13.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n \n[***] delivery time. Supplier will use commercially reasonable efforts to reduce\nthe delivery time. For orders above the Company's forecast, Supplier will use\ncommercially reasonable efforts to deliver within the delivery time, as defined\nin this Section, or as soon as possible, thereafter.\n\n          3.7.2     In the event that Supplier exceeds the above maximum\ndelivery time for reasons other than those provided for in Section 7.5 (Force\nMajeure) then in addition to all other rights and remedies at law or equity or\notherwise, and without any liability or obligation of Lucent, Lucent shall have\nthe right to: (a) cancel such purchase order, or (b) extend such delivery date\nto a later date, subject, however, to the right to cancel as in (a) preceding if\ndelivery is not made or performance is not completed on or before such extended\ndelivery date. If Lucent elects to extend such delivery date, Supplier may agree\nto absorb the difference between the charges to ship normal transportation and\nthe charges to ship premium overnight.\n\n     3.8  VARIATION IN QUANTITY\n\n     Lucent assumes no liability for Product produced, processed or shipped in\nexcess of the amount specified in this Agreement or in an order issued pursuant\nto this Agreement.\n\n     3.9  SHIPPING\n\n     Supplier shall: (1) ship the Product complete unless instructed otherwise;\n(2) ship to the destination designated in the Agreement or purchase order; (3)\nship according to routing instructions given by Lucent; (4) place the Agreement\nand order number on all subordinate documents; (5) enclose a packing list with\neach shipment and, when more than one package is shipped, identify the package\ncontaining the packing list; and (6) mark the Agreement and order number on all\npackages and shipping papers. Adequate protective packing shall be furnished at\nno additional charge. Shipping and routing instructions may be furnished or\naltered by Lucent in writing.\n\n     3.10 INVOICING\n\n     Supplier shall (1) render invoices in duplicate, or as otherwise specified\nin this Agreement, showing Agreement number, through routing and weight, (2)\nrender separate invoices for each shipment within three (3) days after shipment\nand (3) mail invoices with copies of bills of lading and shipping notices to the\naddress shown on this Agreement or purchase order. If prepayment of\ntransportation charges is authorized, Supplier shall include the transportation\ncharges from the F.O.B. point to the destination as a separate item on the\ninvoice stating the name of the carrier used. No minimum billing charges are\npermitted unless expressly authorized in the Agreement.\n\n     3.11 INVOICING FOR STOCK\n\n     If Lucent requests, for reasons other than covered by the Force Majeure\nSection, that shipment be postponed beyond the date shown on a purchase order,\nSupplier may invoice Lucent as of the original scheduled delivery date for\nProduct manufactured under this Agreement, if it has been inspected and approved\nby Lucent's Product Management Organization or its authorized agent, within five\n(5) working days after notification of postponement, (provided \n\n                                      14.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \ninspection has been specified in this Agreement or in a purchase order issued\nunder this Agreement). If inspection is not completed within five (5) working\ndays, Supplier may invoice Lucent in accordance with Section 3.10.\n\n     3.12 STORAGE OF PAID-FOR-STOCK\n\n          3.12.1    All Product invoiced to Lucent in accordance with Section\n3.11 (Invoicing for Stock) shall be marked conspicuously as Lucent's property,\nand safely stored by Supplier separately from any other material stocks, and\nshall be shipped out as ordered by Lucent. Supplier assumes responsibility for\nany loss or damage to such Product while stored by Supplier. Supplier agrees\nupon request by Lucent, to execute and deliver to Lucent a bill of sale\nevidencing conveyance of such Product, free from liens and encumbrances,\ntogether with any other document such as a bailment agreement, warehouse\nreceipt, lease (on storage space), mortgage, deed of trust, or surety bond as\nLucent may deem necessary to secure title in such Product as against third\nparties, all of which documents shall be in a form acceptable to Lucent.\n\n          3.12.2    Supplier agrees to store the Product without charge for\nthirty (30) days. Subsequent storage charges shall be mutually agreed to by\nSupplier and Lucent.\n\n     3.13 MONTHLY SHIPMENT REPORTS\n\n     Supplier agrees to render monthly shipment reports on or before the tenth\nworking day of the succeeding month containing the following information:\ncustomer, shipment date, quantity and model number of units shipped.\n\n     3.14 ELECTRONIC DATA INTERCHANGE (EDI)\n\n     If requested by Lucent, Supplier shall use commercially reasonable efforts\nto implement EDI at its sole expense.\n\n     3.15 BAR CODE SHIPPING AND RECEIVING LABELS\n\n     Supplier shall at its sole expense place Lucent's specified bar code labels\non all shipping packages and containers for the Product shipped under this\nAgreement. Such bar code labels and the placement thereof shall meet the\nrequirements shown in the document \"Bar Code Shipping Label - Profile Program\n#801-001-107, May 30, 1997\" which Supplier has in its possession. Lucent may\nchange such specification upon written notice to Supplier and Supplier shall\ncomply with such changes in a commercially reasonable time.\n\n     3.16 TITLE AND RISK OF LOSS\n\n     Title and risk of loss and damage to Product purchased by Lucent under this\nAgreement shall vest in Lucent when the Product has been delivered at the FOB\npoint.\n\n     3.17 POINT OF SALE INFORMATION.   Subject to Section 6.3, Lucent agrees to\nprovide Supplier written point of sales reports for purposes of Supplier\ncompensating Supplier's sales personnel. The Parties will agree within sixty\n(60) days following the Effective Date on the format and frequency of such\nreports.\n\n                                      15.\n\n \n4.  QUALITY AND ISO 9000\n\n     4.1  QUALITY\n\n     Commitment to quality is a primary requirement of this Agreement. Supplier\nagrees to ensure continued quality improvement in the Product covered under in\nthis Agreement. Supplier will use commercially reasonable efforts to demonstrate\ncommitment to a quality improvement process by implementing and documenting a\nquality system that meets the requirements under ISO 9001 and 9002 no later than\neighteen (18) months from the Effective Date. Upon Lucent's reasonable advance\nwritten request, Supplier agrees to allow Lucent or Lucent's agent reasonably\nacceptable to Supplier to conduct on-site reviews at the Supplier's hardware\nmanufacturing and software development facility(s) to verify compliance with\nrequirements outlined in Appendix 3 prior to ISO certification and no more than\nonce annually after certification (unless an epidemic failure has occurred under\nSection 4.4, in which case Lucent may conduct on-site reviews as Lucent deems\nreasonably necessary for one year after any such epidemic failure, unless\notherwise mutually agreed to). Supplier agrees to provide Lucent mutually-\nacceptable quality data from time to time as the Parties deem appropriate.\nSupplier also agrees to develop corrective action plans for any quality system\ndeficiencies that may be detected during these periodic on-site reviews, and\nsubmit these to Lucent within thirty (30) days after receiving written notice of\nthe deficiency from Lucent. Further, Supplier agrees to implement any corrective\naction plan within three (3) months after agreement upon a corrective action\nplan, unless otherwise agreed by the Parties.\n\n     4.2  ENGINEERING CHANGES\n\n          4.2.1     Any change that Supplier proposes to the Product furnished\nhereunder, or any firmware or software incorporated or embedded therein (except\nfor immaterial changes to software code), and the documentation related thereto\nthat would impact upon (a) reliability, (b) the Specifications, or (c) Form,\nFit, or Function requires the approval of Lucent, as outlined in the Engineering\nChange Control Procedures, Appendix 4. Such approval shall not be unreasonably\nwithheld or delayed. Supplier shall forward such proposed change to Lucent at\nthe address in Section 7.1, at least thirty (30) calendar days prior to the\nproposed effective date except for those cases where an extremely unsatisfactory\ncondition requires immediate action, in which case Supplier shall promptly\nadvise Lucent. Supplier shall at the time of notification, provide Lucent with\n(a) a product change number, (b) a description of such change, (c) the reason\nfor such change, (d) a classification of such change in accordance with the\nchange classifications below, (e) a description of the impact of such change\nupon (1) reliability, (2) the Specifications, and (3) Form, Fit or Function; (f)\nthe proposed price impact, if any, and (g) the proposed effective date for such\nchange and recommended implementation schedule therefor.\n\n          4.2.2     Any change in Product shall be classified into one of the\nfollowing two (2) classes:\n\n          \"A\" - Changes which are needed to correct inoperative electrical or\nmechanical conditions, or extremely unsatisfactory operating maintenance\nconditions, or conditions which result in safety hazards, and which are judged\nsevere enough to have to be made to all Product in \n\n                                      16.\n\n \nprocess, stock or installed. Any conditional application criteria is to be\nspecified in the change notification document.\n\n          \"B\" - Changes which are sufficiently important to justify their\napplication to Product being manufactured (as soon as reasonably possible) or to\nbe implemented for Products going forward, and which may be recommended for\napplication to existing installations in the field. Examples of this class of\nchange may include, but are not limited to:\n\n                (A)  Providing new features that directly affect subscriber\nservice;\n\n                (B)  Providing design improvements which result in better\nservice capabilities, longer life or improved transmission margins;\n\n                (C)  Providing changes in design which result in important cost\nsavings to Supplier or Lucent; and\n\n                (D)  Conditions of a mandatory nature, for example, the\nfulfillment of federal registration or future compatibility requirements, or for\nconditions of sufficient importance to be intended for universal application.\n\n     Supplier shall propose the classification of all changes. The final\nclassification of any Product change proposed by Supplier will be by mutual\nagreement between Supplier and Lucent. In the event Supplier and Lucent fail to\nreach mutual agreement, either Party may move to Dispute Resolution as set forth\nin Section 7.20.\n\n          4.2.3     For Class A changes, Supplier shall, pursuant to the\nprovisions of this Agreement governing repair or replacement of Product under\nwarranty, replace or modify, at no charge, all affected Product furnished\nhereunder and documentation related thereto. Supplier shall supply relevant\ndocumentation to Lucent for all Class A changes. Supplier shall propose a\nschedule for the application of these changes at all equipment locations which\nshall not exceed one (1) year from date of the change notice. This schedule\nshall be mutually agreed upon by Lucent and Supplier.\n\n          4.2.4     For Class B changes, Supplier shall first notify Lucent of\nthe exact nature of the change. Details on the proposed implementation procedure\nfor Product which is being or will be manufactured shall be discussed with\nLucent. Lucent shall, at its option, determine if Product previously shipped\nwill be replaced or modified. Should such replacements or modifications be\ndeemed necessary, Supplier shall, pursuant to the provision of this Agreement\ngoverning repair of Product not covered under warranty, make arrangements for\nthe necessary Product replacement or modification at prices and schedules to be\nmutually agreed upon by Lucent and the Supplier prior to implementation.\nDocumentation related thereto shall be provided by Supplier as specified for\nClass A above.\n\n          4.2.5     Lucent shall provide Supplier sixty (60) calendar days prior\nwritten notice of all Engineering Changes that Lucent requests for incorporation\ninto the Product. Supplier shall have thirty (30) calendar days to reply to the\nfeasibility of the requested Engineering Changes. If not commercially feasible,\nSupplier will inform Lucent of the reason(s). If commercially \n\n                                      17.\n\n \nfeasible, Supplier shall provide a quote on price to be paid by Lucent and\ndevelopment schedule should Lucent request Supplier to implement such change(s).\n\n     4.3  FIELD RETROFIT ORDERS (FRO).\n\n     FROs are modifications to installed Product required to: meet safety\nrequirements, assure proper operation, and\/or assure that the Product meets\nSpecifications. Supplier will, [***], provide Lucent with any parts and\ninstructions necessary to implement any FRO issued by Supplier during the term\nof this Agreement, and thereafter as long as parts are made available under this\nAgreement. Supplier will reimburse Lucent for Lucent's labor for each FRO\ninstalled by Lucent, at a rate mutually agreed to in advance of action taken by\nLucent and Supplier.\n\n     4.4  EPIDEMIC FAILURES.\n\n     If the Products as delivered do not meet or exceed the failure rate and\/or\nreliability requirements set forth in the Specifications or such other written\ndocument as the Parties may agree to regarding failure rates or reliability\nrequirements (such written document to be incorporated herein by reference),\nSupplier shall (a) identify the cause and propose an engineering change and\/or\nfield retrofit in accordance with the provisions of this Section 4, and (b)\nwithin the warranty term, repair or replace the defective Product with\nconforming Product in accordance with the repair and replacement provisions of\nSection 5. The existence of any such epidemic failure shall be established from\nLucent's service records for the Product and by showing that the average failure\nrate for the specified period of the monitored Product is not in conformance\nwith the applicable Specifications.\n\n5.   LIMITED WARRANTY AND REPAIRS\n\n     5.1  LIMITED WARRANTY\n\n          5.1.1     Supplier warrants to Lucent that Product furnished will be\nnew, free from material defects in design (except to the extent designed by\nLucent), material and workmanship, and will conform to and perform in accordance\nwith the Specifications, for [***] from the date of delivery to Lucent. [***].\nBoth Lucent and Supplier acknowledge that - due to, but not limited to, customer\nrequirements and competitive pressures - this standard warranty period may need\nto be increased. On a case by case basis, the Parties will mutually agree to any\nchanges to the standard warranty period. The Parties agree to work together to\nensure rapid resolution to all proposed changes to the standard warranty period.\n\n          5.1.2     Supplier warrants that at the time of delivery to Lucent\nsuch Product shall be free of any security interest or any other lien or any\nother encumbrance whatsoever. All warranties shall survive inspection,\nacceptance and payment in accordance with their terms.\n\n          5.1.3     Supplier warrants that during the warranty term set forth in\nSection 5.1.1 any software that Supplier incorporates with or embeds in the\nProduct or that Supplier otherwise supplies for use in conjunction with the\nProduct shall be free from significant errors, will conform to and function in\naccordance with the applicable Specifications, and the media conveying the\nsoftware shall be free from defects.\n\n                                      18.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n          5.1.4     Defective or non-conforming Product or software will, at\nSupplier's option, either (i) be returned to Supplier for repair or replacement\nin accordance with the RMA procedures defined and described in Section 5.3, or\n(ii) be repaired or replaced by Supplier on customer's site. If software media\nis defective, Supplier will promptly replace the defective media. Cost of\nshipping with risk of in-transit loss and damage will be borne by the shipping\nParty. Unless otherwise agreed upon by Supplier and Lucent, Supplier shall\ncomplete repairs or error correction and ship the repaired Product or software\n[***] of receipt of defective or non-conforming Product or software, or at\nSupplier's option, ship replacement Product or software within [***] after\nwritten notification is given Supplier by Lucent. If Product returned to\nSupplier on customer's site for repair as provided for in this Section is\ndetermined to be beyond repair, Supplier shall promptly so notify Lucent and,\nunless otherwise agreed to in writing by Supplier and Lucent, ship replacement\nProduct without charge within [***] of such notification. If returned Product is\ndetermined to be beyond repair due to improper handling, use, installation or\nmaintenance, Lucent will be notified and given the option to either scrap the\nunit in place or purchase a replacement unit.\n\n          5.1.5     Replacement Product or software shall be warranted for the\nbalance of the warranty period as set forth in Section 5.1.1 or [***] after the\nProduct or software is returned to customer, whichever is later. Any Product or\nsoftware which is repaired, modified, or otherwise serviced by Supplier shall be\nwarranted as provided in this Section 5 [***] or [***] after the Product or\nsoftware is returned to customer, whichever is later (based upon the date\nrepair, modification or other service is completed and accepted by Lucent).\n\n          5.1.6     Supplier will notify Lucent as soon as possible after it\nbecomes aware of any actual or potential defects in the Product or software and\nits ability to provide any of the services that may adversely affect: (I) the\noperation or use of the Product or software by Lucent's customers, or (II) the\nSupplier's ability to maintain\/support the Product or software.\n\n          5.1.7     In addition, should Product which is subject to Part 15 of\nthe FCC Rules (as defined in Section 7.10), during use generate harmful\ninterference to radio communications, Supplier shall provide to Lucent\ninformation relating to methods of suppressing such interference and pay the\ncost of suppressing such interference or, at the option of Lucent, accept the\nreturn of the Product and refund to Lucent the price paid for the Product less a\nreasonable amount for depreciation, if applicable.\n\n          5.1.8     To the extent that Product furnished under this Agreement is\nalso subject to FCC Rules or similar rules or regulations of the country in\nwhich the Product will be installed governing the use of the Product as a\ncomponent in a system, Lucent shall be responsible for compliance with the\napplicable FCC Rules governing the system. Supplier shall fully cooperate with\nLucent by providing technical support and information, and, upon written request\nfrom Lucent, shall modify Product to enable Lucent to ensure ongoing compliance\nwith the FCC\n\n                                      19.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \nRules or similar rules or regulations of the country in which the Product will\nbe installed. Lucent agrees to pay any increase in Supplier's costs and\/or\nexpenses resulting from Lucent's request to modify Product to enable Lucent to\ncomply with the FCC Rules or similar rules or regulations of the country in\nwhich the Product will be installed.\n\n          5.1.9     EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS\nAGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES REGARDING THE PRODUCT, ANY\nSOFTWARE INCORPORATED THEREIN OR ANY SERVICES PROVIDED THEREWITH AND HEREBY\nDISCLAIMS ANY AND ALL SUCH OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,\nINCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR\nPARTICULAR PURPOSE, WHICH ARE ALL HEREBY EXCLUDED. The remedies set forth in\nthis Section 5 are Lucent's sole and exclusive remedies for breach of the\nwarranties set forth in this Section 5 and Supplier's sole and exclusive\nobligation regarding any breach of such warranties.\n\n     5.2  REPAIRS NOT COVERED UNDER WARRANTY\n\n          5.2.1     In addition to repairs provided for in Section 5.1 and\nsubject to Section 5.3 hereof, Supplier agrees to provide repair service on all\nProduct ordered under this Agreement during the term of this Agreement. Product\nto be repaired under this Section will be returned to a location designated by\nSupplier, and unless otherwise agreed upon by Supplier and Lucent, Supplier\nshall ship the repaired Product, or a replacement Product pursuant to Section\n5.2.2, within [***] following return of the defective or non-conforming Product.\nWith the concurrence and scheduling of Lucent, repair may be made by Supplier on\nsite.\n\n          5.2.2     If Product is returned to Supplier for repair as provided\nfor in this Section and is determined to be beyond repair, Supplier shall so\nnotify Lucent. If requested by Lucent, Supplier will sell to Lucent a\nreplacement at the price set forth in Supplier's then current agreement with\nLucent for said Product or, if no such agreement exists, at a price agreed upon\nby Supplier and Lucent. Further, if requested by Lucent, Supplier shall take the\nnecessary steps to dispose of the irreparable Product and pay to Lucent the\nsalvage value, if any, less all reasonable costs to the Supplier for the\ndisposal.\n\n          5.2.3     All transportation costs of in transit risk of loss and\ndamage to Product returned to Supplier for repair under this Section will be\nborne by Lucent and all transportation costs of and in transit risk of loss and\ndamage to such repaired or replacement Product returned to Lucent will be borne\nby Supplier.\n\n          5.2.4     Price schedules for repairs under this Section are listed in\nAppendix 1.\n\n          5.2.5     Within sixty (60) days after the Effective Date, Lucent's\nand Supplier's repair groups shall establish a repair plan in support of the\nimplementation of this Section, which shall include, but is not limited to, the\nfollowing items:\n\n                    (A)  the respective roles and responsibilities of the\nParties; and\n\n                    (B)  the Product flow to ensure timely return of repaired\nProduct or replacement of defective Product to a customer.\n\n                                      20.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n     5.3  REPAIR PROCEDURES\n\n          5.3.1     Lucent shall call Supplier for a Return Material\nAuthorization (RMA) number prior to the return of any Product. Lucent shall\nfurnish the following information with Product returned to Supplier for repair:\n(a) Lucent's name and complete address; (b) name(s) and telephone number(s) of\nLucent's employee(s) to contact in case of questions about the Product to be\nrepaired; (c) ship-to address for return of repaired Product if different from\n(a); (d) a complete list of Product returned including serial numbers; (e) the\nnature of the defect or failure, if known; and (f) whether or not returned\nProduct is in warranty. The name and telephone number of the initial individual\nto be contacted concerning any questions that may arise concerning repair is\nMark Handzel, Vice President of Customer Support and Quality, (619) 453-8799,\next. 103. In returning any Product to Supplier, Lucent and customer shall use\nfunctionally equivalent packaging to the original packaging provided by\nSupplier.\n\n          5.3.2     Product repaired by Supplier shall have the repair\ncompletion date identified in a permanent manner at a readily visible location\non the Product and the repaired Product shall be returned with a tag or other\npapers describing the repairs which have been made.\n\n          5.3.3     All invoices originated by Supplier for repair services must\nbe clearly identified as such, and must contain or have attached: (1) a\nreference to Lucent's RMA for these repair services, (2) a detailed description\nof repairs made by Supplier and the need therefor, and (3) an itemized listing\nof parts and labor charges, if any. Further, the provisions of Section 3.9 and\nSection 3.10, other than provisions relating to transportation charges with\nrespect to Product repaired under warranty, shall apply to Supplier's return to\nLucent of repaired Product.\n\n          5.3.4     The Parties agree that No Trouble Found (NTF) conditions\ntest and evaluation time shall be the hourly rate for Repairs listed in Appendix\n1. Supplier shall inform Lucent within forty eight (48) hours of the findings of\neach NTF condition so that appropriate investigatory measures may be taken to\ndetermine the root cause.\n\n     5.4  WARRANTY TRACKING\n\n     Supplier agrees to provide the necessary information via electronic file to\nLucent on a timely basis for input to Lucent's Warranty Eligibility System\n(WES). See Appendix 7 for WES requirements.\n\n     5.5  YEAR 2000 FUNCTIONALITY\n\n     Supplier warrants that the Product will record, store, process and present\ncalendar dates falling on or after January 1, 2000, to the extent that the\nProduct actually does record, store, process or present calendar dates, in the\nsame manner and with the same functionality as it performed before January 1,\n2000. The warranty under this Section 5.5 shall not apply to output, results,\nerrors, or abnormal terminations caused in whole or in part by (i) any use of\nthe Product in combination with any other product not created by Supplier, (ii)\nerrors not attributable to date-specific data, (iii) any modifications of the\nProduct made by a party other than Supplier, and (iv) any data provided to the\nProduct which does not specify the century or is incorrect or ambiguous.\nLucent's sole and exclusive remedy and Supplier's sole and exclusive obligation\nfor breach of the foregoing warranty shall be (i) Supplier's use of commercially\nreasonable efforts to promptly \n\n                                      21.\n\n \ncorrect or replace (in no more than sixty (60) days from receipt of notice) the\nProduct at no additional charge or fee to Lucent so that it complies with the\nterms of the warranty contained in this Section 5.5, and (ii) should Supplier\nfail to cure the breach of this warranty within such sixty (60) day period,\nLucent will be entitled to exercise its manufacturing license under Section 1.7\nfor the sole purpose of modifying the Product so that it does comply with this\nwarranty. This warranty shall be deemed to be a warranty for future performance\nthat shall continue through and including the year 2002, regardless of any\nearlier termination of this Agreement.\n\n6.  INTELLECTUAL PROPERTY\n\n     6.1  INTELLECTUAL PROPERTY RIGHTS\n\n     The Parties acknowledge that, except as expressly set forth in this\nAgreement, this Agreement shall not be deemed to have granted: (i) Supplier any\nrights in or to Lucent's intellectual property, nor (ii) Lucent any rights in or\nto Supplier's intellectual property. All rights not expressly granted herein are\nreserved.\n\n     6.2  PRODUCT SOFTWARE LICENSE GRANT\n\n     Subject to the terms and conditions of this Agreement, Lucent shall have a\nnon-exclusive, [***], non-transferable license to distribute Supplier's\nfirmware and network management software used solely with or embedded in the\nProduct, in executable form only, in the United States solely as used with or\nembedded in Product furnished to Lucent by Supplier under this Agreement in\norder to enable Lucent's customers to use Supplier's firmware and network\nmanagement software used solely with or embedded in the Product. Lucent will not\nitself, nor permit any of its licensees to, reverse compile or disassemble the\nsoftware, nor will Lucent reproduce the software for the purpose of furnishing\nit to others or for any other purpose not expressly permitted by this Agreement.\n\n     6.3  SUPPLIER'S AND LUCENT'S INFORMATION \n\n     Confidentiality of information shall be governed by the Nondisclosure\nAgreement between Lucent and Supplier effective August 24, 1998 and contained in\nAppendix 6 of this Agreement, which is incorporated herein by reference and\nwhich shall be coterminous with this Agreement, notwithstanding any provision\nregarding term set forth therein.\n\n7.  OTHER TERMS AND CONDITIONS\n\n     7.1  NOTICES\n\n     Any notice, demand or other communication required, or which may be given\nunless otherwise specifically provided for in this Agreement, shall be in\nwriting and shall be effective: five (5) days after mailed, if sent by\ncertified, postage prepaid U.S. mail; upon receipt of confirmation, if delivered\nby confirmed facsimile; upon delivery, if delivered in person; or the day after\ndispatch, if sent by an overnight courier service that provides the sender with\nwritten record of delivery, and shall be addressed to the respective Parties as\nfollows:\n\n     To Lucent:     Lucent Technologies Inc.\n\n                                      22.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n                    67 Whippany Road, Room 1C-330\n                    Whippany, New Jersey USA 07981-0903\n                    Attention: Mynoon Doro\n                    Director - Access Solutions Global Partnership\n                    and Business Management\n                    Voice: 973-386-6188\n                    Facsimile: 973-386-5072\n\n     Fax Copies to: Lucent Technologies Inc.\n                    283 King George Road, Building C\n                    Warren, New Jersey, USA 07059\n                    Attention: Corporate Counsel, Switching\n                    and Access Solutions\n                    Voice: 908-559-3279\n                    Fax: 908-559-2176\n\n     To Supplier:   Copper Mountain Networks, Inc.\n                    2470 Embarcadero Way\n                    Palo Alto, California 94303\n                    Attention: Vice-President, Business Development\n                    Voice: 650-858-8500, ext. 260\n                    Fax: 650-858-8085\n\n     Fax Copies to: Copper Mountain Networks, Inc.\n                    3931 Sorrento Valley Boulevard\n                    San Diego, California 92121\n                    Attention: Chief Financial Officer\n                    Fax: 650- 453-9244\n\n                    Cooley Godward LLP\n                    3000 El Camino Real\n                    Palo Alto, California 94306\n                    Attention: Anthony Klein\n                    Fax: 650-849-7400\n\nThe above addresses may be changed at any time by giving prior written notice as\nabove provided.\n\n     7.2  INDEMNITY\n\n          7.2.1  Supplier agrees to indemnify, defend and hold harmless Lucent,\nits affiliates, customers, employees, successors and assigns (all referred to in\nthis Section 7.2 as \"Lucent\") from and against any losses, expenses, damages,\nclaims, fines, penalties and expenses (including reasonable attorney's fees)\nthat arise out of or result from any and all third party claims that the Product\ninfringes any U.S. patent, copyright, trademark or misappropriates any trade\nsecret right. The foregoing indemnity shall not apply to the extent that the\nclaim is based upon or arises out of the use of the Product: (i) in any manner\nnot specified in the applicable \n\n                                      23.\n\n \ndocumentation or the Specifications; (ii) outside the scope of the license\ngrant; (iii) if the Product has been modified by Lucent or any third party; or\n(iv) if an alleged patent infringement or trade secret violation arises from\nLucent combining (or allowing the combination of) the Product with any\nequipment, devices or software not supplied or specified by Supplier, and such\nequipment, devices, or software or the combination with the Product infringes\nthe patent rights or misappropriates the trade secrets of a third party or\ncauses injury to a third party, if but for such combining or allowing\ncombination of such equipment, devices or software with the Product, the\ninfringement or injury would not exist. THE FOREGOING INDEMNITY STATES THE SOLE\nAND EXCLUSIVE REMEDY OF LUCENT AND THE ENTIRE LIABILITY AND OBLIGATION OF\nSUPPLIER WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF ANY\nINTELLECTUAL PROPERTY RIGHTS BY THE PRODUCT OR ANY PART THEREOF.\n\n          7.2.2  Supplier shall indemnify, defend and hold Lucent harmless from\nand against any losses, expenses, damages, claims, fines, penalties and expenses\n(including reasonable attorneys' fees) that arise out of or result from: (1)\ninjuries or death to persons or damage to property, including theft, in any way\narising out of or caused or alleged to have been caused by the work or services\nperformed by, or Product and software provided by, Supplier or Supplier's\nsubcontractors, consultants or other persons furnished by Supplier; (2)\nassertions of Workers' Compensation or similar acts by persons furnished by\nSupplier; or (3) violation of any law, ordinance, rule, regulation or order\ncaused by Supplier's work or services under this Agreement or by the Product or\nsoftware provided by Supplier.\n\n          7.2.3  Lucent shall indemnify, defend and hold Supplier harmless from\nand against any losses, expenses, damages, claims, fines, penalties and expenses\n(including reasonable attorneys' fees) that arise out of or result from: (1)\ninjuries or death to persons or damage to property, including theft, in any way\narising out of or caused or alleged to have been caused by the work or services\nperformed by, or any equipment or software provided by, Lucent or Lucent's\nsubcontractors, consultants or other persons furnished by Lucent; (2) assertions\nof Workers' Compensation or similar acts by persons furnished by Lucent; or (3)\nviolation of any law, ordinance, rule, regulation or order caused by Lucent's\nwork or services under this Agreement or by the equipment or software provided\nby Lucent.\n\n          7.2.4  A Party's obligations to indemnify, defend and hold harmless\nunder this Section 7.2 are contingent upon the indemnified Party providing the\nindemnifying Party: (1) prompt written notice of the existence of a claim; (2)\nsole control of the defense and settlement of such claim; and (3) assistance in\nthe defense or settlement of such claim at the indemnifying Party's reasonable\nrequest and expense.\n\n     7.3  IDENTIFICATION\n\n     Supplier shall not, without Lucent's prior written consent, engage in\npublicity related to this Agreement, or make public use of any Identification in\nany circumstances related to this Agreement. \"Identification\" means any\nsemblance of any trade name, trademark, service mark, insignia, symbol, logo, or\nany other designation or drawing of Lucent or its affiliates. Supplier shall\nremove or obliterate any Identification prior to any use or disposition of any\nProduct rejected or not purchased by Lucent.\n\n                                      24.\n\n \n     7.4  COMPLIANCE WITH LAWS\n\n     Each Party shall comply at its own expense with all applicable laws,\nordinances, regulations and codes, (including any pertaining to the environment,\nsafety or health) including the identification and procurement of required\npermits, certificates, licenses, insurance, approvals and inspections in\nperformance of this Agreement.\n\n     7.5  FORCE MAJEURE\n\n     Neither Party shall be held responsible for any delay or failure in\nperformance of any part of this Agreement to the extent such delay or failure is\ncaused by fire, flood, strike, civil, governmental or military authority, act of\nGod, or other similar causes beyond its control and without the fault or\nnegligence of the delayed or non-performing party or its subcontractors (\"force\nmajeure conditions\"). Supplier's liability for loss or damage to Lucent's\nProduct in Supplier's possession or control shall not be modified by this\nSection. When a Party's delay or nonperformance continues for a period of at\nleast one hundred and eighty (180) days, the other Party may terminate, at no\ncharge, this Agreement or an order under the Agreement.\n\n     7.6  ASSIGNMENT\n\n     Neither Party shall assign any right or interest under this Agreement\n(excepting solely for moneys due or to become due) without the prior written\nconsent of the other Party, such consent not to be reasonably withheld or\ndelayed. Notwithstanding the foregoing, either Party may assign this Agreement\nto a successor in interest without obtaining such consent in the event of a\nmerger, acquisition, change of control, reorganization, or sale of all or\nsubstantially all of the assets of the assignor. In such event, an assigning\nParty will make a good faith effort, consistent with its business needs under\nthe circumstances, but is not required to, provide the non-assigning Party prior\nnotice of a proposed assignment. In the event that a Party enters into\ndiscussions with a third party concerning a merger, acquisition, change of\ncontrol, reorganization or sale of assets as described above, such Party shall\nensure that confidential information disclosed to it by the other Party hereto\npursuant to Section 6.3 above is not disclosed to the third party; and\nfurthermore, upon closing of any such merger, acquisition, change of control,\nreorganization or sale of assets, the assigning Party will notify the non-\nassigning Party in writing of such assignment and the non-assigning Party will\nbe entitled to request and receive a prompt return of its confidential\ninformation that has been disclosed pursuant to Section 6.3. Any attempted\nassignment in violation of this Section 7.6 shall be null and void. Each Party\nshall be responsible to the other Party for all performance or other activities\nby any subcontractor or agent of such Party.\n\n     7.7  TAXES\n\n     Lucent shall reimburse Supplier only for the following tax payments with\nrespect to transactions under this Agreement unless Lucent advises Supplier that\nan exemption applies: state and local sales and use taxes, as applicable. Taxes\npayable by Lucent shall be billed as separate items on Supplier's invoices and\nshall not be included in Supplier's prices. At Lucent's expense and subject to\nLucent's direction and control, Lucent shall have the right to have Supplier\ncontest any such taxes that Lucent deems improperly levied.\n\n                                      25.\n\n \n     7.8  GOVERNMENT CONTRACT PROVISIONS\n\n     The following provisions regarding equal opportunity, and all applicable\nlaws, rules, regulations and executive orders specifically related thereto,\nincluding applicable provisions and clauses from the Federal Acquisition\nRegulation and all supplements thereto, are incorporated in this Agreement as\nthey apply to services performed under specific U.S. Government contracts: 41\nCFR 60-1.4, Equal Opportunity; 41 CFR 60-1.7, Reports and Other Required\nInformation; 41 CFR 60-1.8, Segregated Facilities; 41 CFR 60-250.4, Affirmative\nAction for Disabled Veterans and Veterans of the Vietnam Era (if in excess of\n$10,000); and 41 CFR 60-741.4, Affirmative Action for Disabled Workers (if in\nexcess of $2,500), wherein \"contractor\" and \"subcontractor\" mean \"Supplier.\" The\nProduct is a \"commercial item,\" as that term is defined at 48 C.F.R. 2.101 (Oct\n1995), containing \"commercial computer software\" and \"commercial computer\nsoftware documentation,\" as such terms are used in 48 C.F.R. 12.212 (Sep 1995)\nand will be provided to the U.S. Government only as a commercial end item.\nConsistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4\n(Jun 1995), all U.S. Government end users acquire the software incorporated in\nthe Product with only those rights set forth herein.\n\n     7.9  IMPLEADER\n\n     Supplier shall not implead or bring an action against Lucent based on any\nclaim by any person for personal injury or death to an employee of Lucent for\nwhich Lucent has previously paid or is obligated to pay worker's compensation\nbenefits to such employee or claimant and for which such employee or claimant\ncould not otherwise bring legal action against Lucent.\n\n     7.10 REGISTRATION AND RADIATION STANDARDS\n\n     When Product furnished under this Agreement is subject to Part 68, Part 15\nor any other part of the Federal Communication Commission's Rules and\nRegulations, as may be amended from time to time (hereinafter \"FCC Rules\"),\nSupplier warrants that such Product complies with the registration,\ncertification, type-acceptance and\/or verification standards of the FCC Rules\nincluding, but not limited to, all labeling, customer instruction requirements,\nand the suppression of radiation to specified levels. Supplier shall also\nestablish periodic on-going compliance re-testing and follow a Quality Control\nProgram, submitted to Lucent, to assure that Product shipped complies with the\napplicable FCC Rules. Supplier agrees to indemnify and save Lucent harmless from\nany liability, claims or demands (including the costs, expenses and reasonable\nattorney's fees on account thereof) that may be made because of Supplier's\nnoncompliance with the applicable FCC Rules. Supplier agrees to defend Lucent,\nat Lucent's request, against such liability, claim or demand; provided that\nLucent provides Supplier (i) prompt written notice of the existence of such\nclaim, (ii) sole control of the defense and settlement of such claim, and (iii)\nassistance in the defense or settlement of such claim at Supplier's reasonable\nrequest and at Supplier's reasonable expense.\n\n     7.11 TOXIC SUBSTANCES AND PRODUCT HAZARDS\n\n     Supplier hereby warrants to Lucent that, except as expressly stated\nelsewhere in this Agreement, all Product furnished by Supplier as described in\nthis Agreement is not defined as a \n\n                                      26.\n\n \nhazardous or toxic substance or material under applicable federal, state or\nlocal law, ordinance, rule, regulation or order, and presents no abnormal\nhazards to persons or the environment.\n\n     7.12  OZONE DEPLETING SUBSTANCES\n\n     Supplier warrants and certifies that all products, including packaging and\npackaging components, provided to Lucent under this Agreement have been\naccurately labeled in accordance with the requirements of 40 CFR Part 82 -\nentitled \"Protection of Stratospheric Ozone, Subpart E - The Labeling of\nProducts Using Ozone Depleting Substances.\" Supplier agrees to indemnify, defend\nand save harmless Lucent, its officers, directors and employees from and against\nany losses, damages, claims, demands, suits, liabilities, fines, penalties, and\nexpenses (including reasonable attorneys' fees) that may be sustained by reason\nof Supplier's non-compliance with such applicable law or the terms of this\nwarranty and certification; provided that Lucent provides Supplier (i) prompt\nwritten notice of the existence of such claim, (ii) sole control of the defense\nand settlement of such claim, and (iii) assistance in the defense or settlement\nof such claim at Supplier's reasonable request and at Supplier's reasonable\nexpense.\n\n     7.13  HEAVY METALS AND\/OR CFC IN PACKAGING\n\n     Supplier warrants to Lucent that no lead, cadmium, mercury or hexavalent\nchromium has been intentionally added to any packaging or packaging component\n(as defined under applicable laws) to be provided to Lucent under this Agreement\nand that packaging materials were not manufactured using and do not contain\nchlorofluorocarbons. Supplier further warrants to Lucent that the sum of the\nconcentration levels of lead, cadmium, mercury and hexavalent chromium in the\npackaging or packaging components provided to Lucent under this Agreement do not\nexceed 100 parts per million. Upon request, Supplier shall provide to Lucent\nCertificates of Compliance certifying that the packaging and\/or packaging\ncomponents provided under this Agreement are in compliance with the requirements\nset forth above in this Section.\n\n     7.14  CHLOROFLUOROCARBONS\n\n     Supplier hereby warrants that it is aware of international agreements and\nlegislation in several nations, including the United States, which limit or ban\nimportation of any product containing or produced using chlorofluorocarbons\n(\"CFCs\") and certain chlorinated solvents. Supplier hereby warrants that the\nProduct will conform to all current and future requirements established pursuant\nto such agreements, legislation and regulations and that the Product will be\nable to be imported and used lawfully under all such agreements, legislation and\nrequirements. Supplier also warrants that it is currently reducing or, if\nSupplier is not the manufacturer of the Product, is currently causing its\nmanufacturing vendor to reduce and will, in an expeditious manner, eliminate,\nor, as applicable, have its manufacturing vendor eliminate the use of ODC's in\nthe manufacture of the Product.\n\n     7.15  INSURANCE\n\n           7.15.1  Supplier shall maintain during the term of this Agreement:\n\n                         (1)  Workers' Compensation insurance as prescribed by\nthe law of the state or nation in which the services are performed;\n\n                                      27.\n\n \n                         (2)  employer's liability insurance with limits of at\nleast [***] for each occurrence;\n\n                         (3)  automobile liability insurance if the use of motor\nvehicles is required, with limits of at least [***] combined single limit for\nbodily injury and property damage per occurrence;\n\n                         (4)  Commercial General Liability (\"CGL\") insurance,\nISO 1988 or later occurrence form of insurance, including Blanket Contractual\nLiability and Broad Form Property Damage, with limits of at least [***] combined\nsingle limit for bodily injury and property damage per occurrence; and\n\n                         (5)  if the furnishing to Lucent (by sale or otherwise)\nof material or construction services is involved CGL insurance endorsed to\ninclude products liability and completed operations coverage in the amount of\n[***] per occurrence.\n\n          7.15.2  All CGL and automobile liability insurance shall designate\nLucent Technologies Inc., its affiliates, and its directors, officers and\nemployees as additional insureds. All such insurance must be primary and non-\ncontributory and required to respond and pay prior to any other insurance or\nself-insurance available. Any other coverage available to Lucent shall apply on\nan excess basis. Supplier agrees that Supplier, Supplier's insurer(s) and anyone\nclaiming by, through, under or in Supplier's behalf shall have no claim, right\nof action or right of subrogation against Lucent and its customers based on any\nloss or liability insured against under the foregoing insurance. Supplier shall\nfurnish prior to the start of work certificates or adequate proof of the\nforegoing insurance, including, if specifically requested by Lucent,\nendorsements and policies. Lucent shall be notified in writing at least thirty\n(30) days prior to cancellation of or any change in the policy. Insurance\ncompanies providing coverage under this Agreement must be rated by A-M Best with\nat least an A-rating.\n\n          7.15.3  To the extent practicable under the circumstances, Supplier\nwill endeavor in good faith to require its subcontractors working on Lucent\nprojects to maintain the types of insurance in the amounts set forth in Section\n7.15.1. Also, to the extent practicable under the circumstances, Supplier will\nendeavor in good faith to obtain from such subcontractors certificates of the\ninsurance actually maintained by such subcontractors so that Lucent may review\nsuch certificates if Lucent so requests.\n\n     7.16 CHOICE OF LAW\n\n     This Agreement and all transactions under it shall be governed by the laws\nof the State of New Jersey excluding its choice of laws rules and excluding the\nConvention for the International Sale of Goods.\n\n     7.17 SEVERABILITY\n     \n     If any of the provisions of this Agreement shall be invalid or\nunenforceable, such invalidity or unenforceability shall not invalidate or\nrender unenforceable the entire Agreement, but rather the entire Agreement shall\nbe construed as if not containing the particular invalid or \n\n                                      28.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \nunenforceable provision or provisions, and the rights and obligations of\nSupplier and Lucent shall be construed and enforced accordingly.\n\n     7.18  SECTION HEADINGS\n\n     The headings of the Sections in this Agreement are inserted for convenience\nonly and are not intended to affect the meaning or interpretation of this\nAgreement.\n\n     7.19  WAIVER\n\n     The failure of either Party at any time to enforce any right or remedy\navailable to it under this Agreement or otherwise with respect to any breach or\nfailure by the other Party shall not be construed to be a waiver of such right\nor remedy with respect to any other breach or failure by the other Party.\n\n     7.20  DISPUTE RESOLUTION\n\n               (A)  The following procedures shall apply to any dispute or\ndisagreement between the Parties or any of their Related Parties (i.e., such\nParty's wholly owned subsidiaries, and the respective divisions, heirs,\nsuccessors and assigns of such Party and its wholly owned subsidiaries) arising\nout of this Agreement.\n\n               (B)  First:\n\n                    (I)  either Party may give written notification of such\ndispute or disagreement to the other Party and\n\n                    (II) the Parties shall communicate with each other promptly\nwith a view to resolving such dispute or disagreement within twenty-one (21)\ndays (or such extended period as the Parties agree is appropriate in any case)\nafter such written notification is given.\n\n               (C)  The giving of any notice regarding any dispute or\ndisagreement under this Section 7.20 shall toll the running of all applicable\nstatutes of limitation until the later of (i) ninety (90) days following the\ngiving of such notice or (ii) thirty (30) days following the termination of\ndiscussions between the Parties concerning such dispute or disagreement.\n\n               (D)  Second, if at the end of the twenty-one (21) day period\nreferenced in Section 7.20(b) (as it may be extended) such dispute or\ndisagreement has not been resolved to the satisfaction of both Parties, either\nParty may request in writing that such dispute or disagreement be the subject of\nnon-binding mediation. Following such request, the Parties shall endeavor in\ngood faith promptly to identify a single person (who shall be a person with\nexperience and good reputation) who shall assist the Parties in discussing such\ndispute or disagreement and in attempting to reach a mutually acceptable\nbusiness resolution. Such mediation process shall terminate not later than\nthirty (30) days following the request therefor (or such extended or shorter\nperiod as the Parties agree is appropriate). All applicable statutes of\nlimitation shall be tolled during the period of mediation.\n\n                                      29.\n\n \n               (E)  Third, if at the end of the thirty (30) day period\nreferenced in Section 7.20(d) (as it may be extended or shortened) such dispute\nor disagreement has not been resolved to the satisfaction of both Parties,\neither Party (the \"complainant\") may commence binding arbitration by giving the\nother Party (the \"respondent\") notice in writing (the \"initiating notice\")\nsetting forth in reasonable detail the nature of its claim and the relief\nrequested stating that the complainant is invoking the procedures set forth in\nthis Section 7.20 (e) and (f) and naming the complainant's representative on the\nArbitration Panel (as defined below). Within twenty-one (21) days of receipt of\nan initiating notice, the respondent shall give the complainant notice in\nwriting (the \"response\") setting forth in reasonable detail: (i) the basis of\nits response to the claim; (ii) the nature of any counterclaim it has against\nthe complainant arising from the same set of facts and circumstances that gave\nrise to the original claim; (iii) any other counterclaim that Party wishes to\nbring at that time (although the Party has no obligation to bring such\ncounterclaims at that time); (iv) the relief requested; and (v) naming the\nrespondent's representative on the Arbitration Panel. The two representatives\nshall select a third person who is mutually acceptable to them. If the\nrepresentatives fail to make such selection within twenty-one (21) days, the\ncomplainant and the respondent shall each replace its representative with a new\nrepresentative and the new representatives shall be subject to the preceding\nsentence and this sentence. Once a third person is selected, such person\ntogether with the representatives of the complainant and the respondent shall\nform the Arbitration Panel. The date upon which the Arbitration Panel is formed\nshall be the \"Commencement Date.\"\n\n               (F)  The Arbitration Panel shall conduct proceedings to determine\nthe merits under applicable law of the claims set forth in the initiating notice\nand the response. The proceedings shall be administered by JAMS\/Endispute in\naccordance with its Comprehensive Arbitration Rules and Procedures in effect as\nof the Effective Date, subject to the following additional rules:\n\n                    (I)    the proceedings shall take place in New York City;\n\n                    (II)   the Arbitration Panel (including, if necessary, any\nreplacement(s) to the Arbitration Panel) shall be selected as set forth in\nSection 7.20(e);\n\n                    (III)  the available relief shall include damages,\ninjunctive relief and equitable relief to the extent allowed under the\napplicable law, this Agreement and any other agreement between the Parties;\n\n                    (IV)   the Parties shall attempt in good faith promptly to\nagree on the nature and extent of any discovery in connection with the\narbitration, provided that, in the absence of such agreement, discovery shall be\ngoverned by JAMS\/Endispute's Comprehensive Arbitration Rules and Procedures. In\naddition, the applicable law with respect to privilege and other protections\nfrom disclosure, including the work product doctrine shall apply;\n\n                    (V)    the final decision of the Arbitration Panel (the\n\"Award\") shall be issued within six months of the Commencement Date (the date of\nissuance of the Award being the \"Award Date\") and must be joined by at least two\nmembers of the Arbitration Panel;\n\n                                      30.\n\n \n                    (VI)   each Party to the proceedings shall pay its own costs\nin connection with the proceedings, including the costs and expenses of its\nrepresentative on the Arbitration Panel, and the Parties shall share equally the\nother costs of the proceedings, including the fees of the third member of the\nArbitration Panel, except that the prevailing Party shall be entitled to recover\nits attorneys' fees incurred in prosecution thereof.\n\n               (G)  In accordance with the Federal Arbitration Act, 9 U.S.C.\n(S)1 et seq., the Award shall be final and binding and judgment thereon may be\nentered by any state or federal court having jurisdiction thereof.\n\n               (H)  Nothing in this Section 7.20 shall be construed to preclude\neither Party from seeking injunctive relief in a court of competent jurisdiction\nto prevent imminent irreparable harm. The dispute resolution procedures set\nforth herein shall be stayed pending disposition of any application for such\nrelief. The Parties agree that a court of competent jurisdiction may consider\nthe merits of any claim that is subject to the dispute resolution procedures set\nforth herein to the extent necessary to resolve any permissible application for\ninjunctive relief.\n\n     7.21  EXPORT CONTROL\n\n     Neither Party shall use, distribute, transfer or transmit any Products,\nsoftware or Technical Information (even if incorporated into other products)\nprovided under this Agreement except in compliance with U.S. export laws and\nregulations (the \"Export Laws\"). Neither Party shall directly or indirectly,\nexport or re-export the following items to any country which is in the then\ncurrent list of prohibited countries specified in the applicable Export Laws:\n(a) software or technical data disclosed or provided to one Party by the other\nor its subsidiaries or affiliates; or (b) the direct product of such software or\ntechnical data. Each Party agrees to promptly inform Lucent in writing of any\nwritten authorization issued by the U.S. Department of Commerce office of export\nlicensing to export or re-export any such items referenced in (a) or (b).\nSupplier also will not, without the prior written consent of Lucent, export or\nre-export, directly or indirectly, any technical data or software furnished\nhereunder from the country in which Lucent first provided the technical data or\nsoftware to Supplier hereunder, except to the United States. The obligations\nstated above in this clause will survive the expiration, cancellation, or\ntermination of this Agreement or any other related agreement.\n\n     7.22  RECORDS\n\n     Supplier shall maintain complete and accurate records of all amounts\nbillable to and payments made by Lucent hereunder, in accordance with generally\naccepted accounting practices. Supplier shall retain such records for a period\nof three (3) years from the date of invoice for the final shipment of Products\ncovered by this Agreement. Supplier agrees to provide supporting documentation\nconcerning any disputed amount or invoice to Lucent within thirty (30) days\nafter Lucent provides written notice of the dispute to Supplier.\n\n     7.23  TERMINATION\n\n           7.23.1  Lucent may terminate this Agreement for convenience by giving\nSupplier [***] prior written notice. In such event, notwithstanding any other\nprovision herein\n\n                                      31.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \nto the contrary, any supply or support obligations stated to survive expiration\nor termination of the Agreement shall also terminate, except that the following\nobligations shall survive termination for convenience as follows: (i) Supplier\nshall fulfill existing purchase orders accepted by Supplier prior to the\neffective date of termination, as set forth in Section 1.3; and (ii) Supplier\nshall fulfill its warranty obligations to Lucent for delivered Product under\nSection 5 in existence as of the effective date of termination.\n\n           7.23.2  Either Party may terminate this Agreement upon [***] prior\nwritten notice if the other Party shall be in material default of any of the\nterms, conditions or covenants of this Agreement unless the defaulting Party\ncures the breach during the notice period.\n\n     7.24  PUBLICITY\n\n     Promptly following the Effective Date, Lucent shall issue a mutually-\nacceptable press release announcing this transaction. The Parties' goal is to\nmake such press release within two (2) weeks following the Effective Date.\nSupplier may also make a similar, mutually-acceptable press release announcing\nthis transaction. Supplier and Lucent may not make press or other public\nannouncements or releases relating to this Agreement without the prior written\napproval of the other Party. Such approval will not be unreasonably withheld or\ndelayed.\n\n     7.25  SURVIVAL OF OBLIGATIONS\n\n     Sections [***] shall survive any termination or expiration of this\nAgreement for the earlier of a period of [***] or such time as all outstanding\nLucent obligations regarding the Product to its existing customer base for\nProducts are met. In addition, [***] shall survive any expiration or termination\nof the Agreement indefinitely.\n\n     7.26  LIMITATION OF LIABILITY.\n\n     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST\nPROFITS, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES OR SPECIAL DAMAGES,\nREGARDLESS OF CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF\nLIABILITY IS AN ESSENTIAL ELEMENT OF THE BARGAIN OF THE PARTIES AND THAT IN ITS\nABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.\n\n     7.27  STEERING COMMITTEE.   The Parties agree to establish a steering\ncommittee comprised of at least two (2) representatives from each Party, but in\nall events an equal number from each Party. The steering committee's activities\nare contemplated to include, but are not limited to, the following: issue\nresolution, Agreement management, customer bid issues, sales tracking reports,\nrisk manufacturing builds, Product support strategies, pricing, training,\nmarketing strategies, implementation and tracking of support plans and other\ncustomer or business issues that the steering committee deems reasonably\nappropriate. These activities are \n\n                                      32.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \nnot limited exclusively to the steering committee and may be discussed by other\nrepresentatives of the Parties as appropriate. The steering committee will meet\nquarterly unless the Parties otherwise mutually agree.\n\n     7.28  RELATIONSHIP OF THE PARTIES.\n\n     The relationship of the Parties under this Agreement shall be and at all\ntimes remain one of independent contractors and not principal and agent,\nemployer and employee, franchisor and franchisee, partners or joint venturers.\nNeither Party shall have the authority to assume or create obligations on behalf\nof the other Party. Each Party shall employ its own personnel and contractors\nand shall be solely responsible  for their acts and be responsible for payment\nof all unemployment, Social Security, and other payroll taxes, including\ncontributions required by law.\n\n     7.29  COUNTERPARTS.\n\n     This Agreement may be executed in two or more counterparts, each of which\nshall be deemed an original, but all of which shall constitute one and the same\ninstrument.\n\n     7.30  ENTIRE AGREEMENT\n\n     This Agreement, including all appendices attached hereto, shall constitute\nthe entire agreement between the Parties with respect to the subject matter of\nthis Agreement and shall not be modified or rescinded, except by a writing\nsigned by Supplier and Lucent. Printed provisions on the reverse side of\nLucent's purchase orders (except as specified otherwise in this Agreement) and\nall contradictory or additional provisions on Supplier's forms shall be deemed\ndeleted and of no force or effect. Estimates or forecasts furnished by Lucent\nshall not constitute commitments. The provisions of this Agreement supersede all\ncontemporaneous oral agreements and all prior oral and written communications\nand understandings of the Parties with respect to the subject matter of this\nAgreement.\n\n                                      33.\n\n \n     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be\nexecuted by its duly authorized representatives on the respective dates entered\nbelow\n\nCOPPER MOUNTAIN NETWORKS, INC.                  LUCENT TECHNOLOGIES INC.\n\nBy: \/s\/ MICHAEL O. STAIGER                      By: \/s\/ HERBERT J. IMBORNONI\n   ------------------------------                  ---------------------------\n\nName: Michael O. Staiger                        Name: Herbert J. Imbornoni\n     ----------------------------                    ------------------------- \n\nTitle: Vice President                           Title: Purchasing Manager\n      ---------------------------                     ------------------------ \n\nDate: 11\/17\/98                                  Date: November 17, 1998\n     ----------------------------                    -------------------------\n\n                                      34.\n\n \n                                  APPENDIX 1\n                                 PRICING TERMS\n                                        \nStandard Systems      Current Standard Systems are described in Schedule A.\n                      Additional Standard Systems will be created in response to\n                      customer needs.\n\nStandard System and\nLine Module Pricing   First [***]      [***] discount off Supplier list price\n                      Next  [***]      [***] discount off Supplier list price\n                      Thereafter       [***] discount off Supplier list price\n\nParts Pricing         First [***]      [***] discount off Supplier list price\n                      Next  [***]      [***] discount off Supplier list price\n                      Thereafter       [***] discount off Supplier list price\n\n                      All of the above volume break points refer to Lucent's\n                      cumulative net purchasing volume since contract inception.\n\nSupplier List Prices      Current Supplier list prices appear in Schedule B.\n\n                                     A-1.\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n                                  SCHEDULE A\n                        STANDARD SYSTEM CONFIGURATIONS\n                                        \n\n\nSTANDARD SYSTEM 1\n\n\n1 CE200 Chassis\n1 System Control Module\n1 Buffer Card\n1 DS3 Frame Relay Module\n2 Power Supplies\n2 LC4 24-port SDS Line Modules\n\nSTANDARD SYSTEM 2\n\n1 CE200 Chassis\n1 System Control Module\n1 Buffer Card\n1 DS3 Frame Relay Module\n2 Power Supplies\n8 LC4 24-port SDSL Line Modules\n\nSTANDARD SYSTEM 3\n\n1 CE200 Chassis\n1 System Control Module\n1 Buffer Card\n1 DS3 Frame Relay Module\n2 Power Supplies\n2 LC4 24-port SDSL Line Modules\n1 LC5 24-port IDSL Line Module\n\nSTANDARD SYSTEM 4\n\n1 CE200 Chassis\n1 System Control Module\n1 Buffer Card\n1 DS3 Frame Relay Module\n2 Power Supplies\n6 LC4 24-port SDSL Line Modules\n2 LC5 24-port IDSL Line Modules\n\n                                 SCHEDULE A-1.\n\n \n                                  SCHEDULE B\n                             SUPPLIER LIST PRICES\n                                OCTOBER 1, 1998\n\n\nStandard Systems\n\nStandard System 1                         [***]\nStandard System 2                         [***]\nStandard System 3                         [***]\nStandard System 4                         [***]\n \n\nLINE MODULES\n\n\nLC4 24-port SDSL Line Module              [***]\nLC5 24-port IDSL Line Module              [***]\n                                                 \n                                                 \nPARTS                                            \n                                                 \n                                                 \nChassis                                          \nCE200 Chassis (including 1 Buffer Card,   [***]\n  1 System Control Module and 1 Power              \n  Supply)                                          \n                                                   \nChassis Components                                 \nBuffer Card                               [***]\nSystem Control Module                     [***]\nPower Supply                              [***]\n                                                   \nWAN Interfaces                                     \nV.35 WAN Module (2 port)                  [***]\nHSSI WAN Module                           [***]\nDS-3 Frame Module                         [***]\n                                                   \nModems                                             \nCR201 SDSL Modem                          [***]\nCR201 IDSL Modem                          [***]\n\nAdditional FSA\/ICA Support                [***]\n                                                    \nRepairs Not Covered by Warranty           [***]\n\n                                       1\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \nNo Trouble Found                          [***]\n\nIf repairs are conducted at a location other than a Supplier facility, then\nreasonable travel time and expenses will be included.  The minimum service\ncharge will be for [***] of work, regardless of time actually worked.\n\n                                       2\n\n[***] = Certain information on this page has been omitted and filed separately \n        with the Commission. Confidential treatment has been requested with \n        respect to the omitted portions.\n\n\n \n                                  APPENDIX 2\n\n1.   CopperEdge 200 Fast Packet DSL Concentrators shall conform to the\n     description, shape, performance and functions set forth in the Supplier's\n     CopperEdge 200 Installation and Operation Guide, a copy of which has been\n     provided to Lucent.\n\n2.   CopperView EMS Element Management Systems shall conform to the description,\n     shape, performance and functions set forth in the Supplier's CopperView EMS\n     Installation and Operation Guide, a copy of which has been provided to\n     Lucent.\n\n3.   Copper Rocket Model 201 SDSLs shall conform to the description, shape,\n     performance and functions set forth in the Supplier's CopperRocket 201 SDSL\n     Installation and Operating Guide, a copy of which has been provided to\n     Lucent.\n\n4.   Copper Rocket Model 201 IDSLs shall conform to the description, shape,\n     performance and functions set forth in the Supplier's CopperRocket 201 IDSL\n     Installation and Operating Guide, a copy of which has been provided to\n     Lucent.\n\n \n                                                       Agreement No. ___________\n                                                                     Page 1 of 5\n                                                                      Appendix 3\n\nAppendix 3 Quality \n\nQUALITY\n\n(A)  Supplier commits to ensure that all manufacturing, and design operations,\n     including any key sub-contractor, or contract manufacturing suppliers,\n     which contribute to the design, development, production, delivery and\n     service of material are ISO 9000 registered by an accredited Registrar\n     pursuant to Section _____ QUALITY.\n\n(B)  Supplier commits to having a continuous improvement program in place which\n     will allow it to attain and maintain \"acceptable\" ratings (or equivalent)\n     on all quality system elements per Supplier Capability Assessment (SCA), or\n     other type of Company assessment, as periodically performed by Company. An\n     \"acceptable\" element is defined as one where the quality system meets the\n     \"general intent\" of the quality system element and is fully implemented to\n     maintain the quality system and product quality. No significant\n     deficiencies encountered that would jeopardize the quality system, and\n     product quality and\/or reliability.\n\n(C)  Supplier commits to establish quality control (qc) verification points\n     throughout the manufacturing process. These verification points should be\n     located in-process as well as after PRODUCT has completed all manufacturing\n     operations. The scope of these qc verification points shall be to validate,\n     through visual and mechanical inspections and tests, and with the use of\n     statistically valid sampling plans, that PRODUCT conforms to Supplier's\n     manufacturing, product and process specifications, standards of acceptable\n     workmanship, as well as other specification's which may be provided by\n     Company. Company reserves the right to review these qc points and make\n     suggestions for improvement. Supplier commits to address these suggestions\n     through the implementation of appropriate corrective actions.\n\n(D)  Supplier commits to establish an end of the line Quality Assurance product\n     audit. The focus of this audit shall be to replicate user application of\n     PRODUCT as specified by Company's customer. Test and examination of PRODUCT\n     under the quality audit shall be at a system level, and shall include but\n     is not limited to:\n\n          a)  A system for continuous monitoring of all primary and ancillary\n              product functions and fault detection of the PRODUCT while under\n              this test.\n\n     Supplier shall continuously review customer return data to ensure that the\n     scope of the product quality assurance audit function includes the\n     requirement(s)\/condition(s) under which the return failed.\n\n     Supplier shall perform a detailed failure mode analysis of all PRODUCT\n     found defective through the quality assurance audit in line with the\n     requirements and process outlined in paragraph F.\n\n     Supplier agrees to provide to Company on a monthly basis, results of the\n     quality assurance product audit in a format specified by Company.\n\n(E)  Supplier commits to establishing a program of tracking return rates. The\n     following is the suggested method for tracking, calculating, and tracking\n     customer returns. Company and supplier may mutually agree to modify this\n     method as appropriate. PRODUCT which has been in operation for any period\n     of time up to, and including one full year shall be considered part of this\n     tracking program. For the purpose of this section, the term \"product\" shall\n     be used to define the lowest replaceable unit (lru) of PRODUCT supplied to\n     Company.\n\n    For the purpose of calculating the return rate, the following definitions\n    apply:\n                        Lucent Technologies Proprietary\n\n \n                                                       Agreement No. ___________\n                                                                     Page 2 of 5\n                                                                      Appendix 3\n\n     RTM(x) = The quantity of lru's which were manufactured in the Target\n     Month;(x) that have been returned during the period beginning the 4th month\n     after the Target Month and ending the 15th month from the Target Month.\n\n     PTM(x) = The total number of lru's in the Target Month;(x). All returns\n     will be included in the calculation of the return rate including, but not\n     limited to, failures, no trouble founds, and recalls. Failed safety devices\n     are excluded. A Target Quarter Return Rate (TQRR) is to be calculated using\n     the following equation: \n\n     TQRR = 10,000 x [[RTM(1)+RTM(2)+RTM(3)]\/[PTM(1)+PTM(2)+PTM(3)]]\n\n     Where:\n\n            \"(1)\" refers to the first month of the Target Quarter\n            \"(2)\" refers to the second month of the Target Quarter\n            \"(3)\" refers to the third month of the Target Quarter \n\n     This calculation shall be made on a quarterly basis for the product\n     manufactured under this contract.\n\n     The Supplier agrees to update and report TQRR's on a quarterly basis to\n     Company, and to comply with the Annual Return Rate (ARR) requirement in\n     accordance with the following schedule:\n\n\n<caption>\n-------------------------------------------------------------------------------------- \n        Manufacture Year              ARR Requirement        Annual Measurement Due\n-------------------------------------------------------------------------------------- \n                                                        \n       Jan xxxx- Dec xxxx              360 in 10,000               April, xxxx\n--------------------------------------------------------------------------------------\n       Jan xxxx  Dec xxxx              240 in 10,000               April, xxxx\n--------------------------------------------------------------------------------------\n\n\n     The ARR is 10,000 times the summation of the number of returns received for\n     the Target Months of the Manufacture Year divided by the summation of the\n     manufacturing populations for the Target Months of the Manufacture Year.\n     Supplier commits to provide to company on a monthly basis, the cumulative\n     year to date results of the ARR until the annual measurement requirement is\n     due.\n\n(F)  Supplier commits to establishing a system for tracking and analysis all\n     PRODUCT returned by Company to it, as well as any PRODUCT failures which\n     occur through the company's end of the line quality assurance audit. For\n     all PRODUCT in the above two categories, supplier shall perform a failure\n     mode analysis, which at a minimum will be down to the component level.\n     Component level failure modes will be recorded, and failed components found\n     defective will be accumulated for the purpose of determining repetitive\n     occurrences.\n\n     PRODUCT shall be considered defective if it fails to meet the warranty\n     specifications under this Agreement (including performance and appearance\n     Specifications) or if during customer testing, installation, or use, the\n     PRODUCT fails to operate as expected or specified.\n\n     If the analysis of a Company return is found to be within the\n     specifications of this agreement (i.e., a no trouble found condition), then\n     Supplier shall track these no trouble found conditions and notify Company\n     of said findings at a minimum of a monthly interval, so that appropriate\n     investigative measures may be taken to determine the root cause.\n\n(G)  If a Target Quarter Return Rate (TQRR)  is found to exceed  the applicable\n     ARR requirements specified in paragraph E, or repetitive occurrences are\n     observed with regard to \n\n                        Lucent Technologies Proprietary\n\n \n                                                       Agreement No. ___________\n                                                                     Page 3 of 5\n                                                                      Appendix 3\n\n\n     component level failures then the supplier shall provide a written\n     Corrective Action Report to the Company, explaining in detail the nature of\n     the problem detected, and the step(s) Supplier proposes to correct the\n     problem. As part of the plan to correct the problem, it is agreed that the\n     Supplier shall:\n\n        a)  Incorporate the remedy in affected PRODUCT.\n        b)  Ship all subsequent PRODUCT incorporating the required modification\n            correcting the problem at no additional charge to Company; and\n\n        c)  Repair and\/or replace previously shipped PRODUCT that may contain\n            the same problem trend. In the event that Company incurs costs due\n            to such repair and\/or replacement, including but not limited to\n            labor and shipping costs, Supplier shall reimburse Company for such\n            costs. Supplier shall bear shipping costs and risk of in transit\n            loss and damage for such repaired and\/or replaced PRODUCT when\n            shipped from supplier to Company or customer..\n\n     Supplier and Company shall mutually agree in writing as to the\n     implementation schedule of the corrective action plan. Supplier agrees to\n     use its best efforts to implement the plan in accordance with the agreed\n     upon schedule. It is also agreed that the Company shall be entitled to\n     postpone at no charge to Company, further deliveries of orders until such\n     time as the remedy is implemented consistent with this Section.\n\n(H)  As part of a program of continuous improvement, Supplier agrees to\n     establish annually, improvement goals for a series of key quality\n     objectives. These goals should include, but are not limited to a) customer\n     return rates as specified in Section E, b) Quality Assurance product\n     quality audit defect rates, c) final system test yields. Supplier agrees to\n     track these goals on a monthly basis, and to commit the resources necessary\n     for the attainment of these goals.\n\n                        Lucent Technologies Proprietary\n\n \n                                                       Agreement No. ___________\n                                                                     Page 4 of 5\n                                                                      Appendix 3\n\n\n(I)  The following paragraph summarizes the requirements for providing data\nand information to Company as per paragraphs A through H.\n\n\n<caption>\n\n-----------------------------------------------------------------------------------------------\nRef.                 Data Required                  Frequency                Company's \nPar. #                                                                       Recipient\n-----------------------------------------------------------------------------------------------\n                                                                  \nA              Corrective Action           As dictated by  Assessment      Lead  Assessor\n               Response to Assessment\n-----------------------------------------------------------------------------------------------\nB              ISO Registration copies     When requested by Company      To be specified by\n                                                                          Company\n-----------------------------------------------------------------------------------------------\nC              Corrective Action           As dictated by the audit       To be specified by\n               response to company's                                      Company\n               audit of QC practices\n-----------------------------------------------------------------------------------------------\nD              Quality Assurance Results   Monthly                        Company's quality QA\n                                                                          contact\n-----------------------------------------------------------------------------------------------\nE              Monthly Return Rate data    Quarterly                      Company's quality QA\n                                                                          contact\n-----------------------------------------------------------------------------------------------\nE              Annual Return Rate          Monthly                        Company's quality QA\n               Summary Results                                            contact\n-----------------------------------------------------------------------------------------------\nF              \"No trouble founds\"         Monthly                        Company's quality QA\n               summary data on customer                                   contact\n               returns\n-----------------------------------------------------------------------------------------------\nG              Corrective Action Report    As dictated by Supplier's      Company's quality QA\n                                           data on repetitive             contact\n                                           component level failure\n                                           mode analysis (FMA) on\n                                           customer returns\n-----------------------------------------------------------------------------------------------\nG              Corrective Action Report    If return rates exceed         Company's quality QA\n                                           pre-established thresholds     contact\n                                           per paragraph E\n-----------------------------------------------------------------------------------------------\nH              Quality Improvement Goals   Annually                       Company's quality QA\n                                                                          contact\n-----------------------------------------------------------------------------------------------\n\n\n(J)   In the event that the Supplier 1) exceeds the Annual Return Rate\n                                        ------------------------------\nestablished in Section E by more than 50% during any period of three months or\n                                     ---                                      \nmore, then Company may 1a) develop and implement such remedy for already\npurchased PRODUCT defined under the Corrective Action Plan, the cost of which\nwill be borne by the Supplier; and\/or 2a) cancel or postpone other orders and\/or\nterminate this Agreement subject to the provisions of the TERMINATION Section.\nSupplier reserves the right, as a substitution for 1a) to 2a) above, to instruct\nCompany to return all PRODUCT that is affected by the problem for full refund,\npayable by Supplier to Company within thirty (30) days after receipt of returned\nPRODUCT (with risk of loss or in-transit damage to be borne by Supplier).\n\nIn the event that Supplier fails to complete and issue Corrective Action Reports\nas required in Section G, Company may put Supplier on notice that continued non-\ncompliance for more than 30 \n\n                        Lucent Technologies Proprietary\n\n \n                                                       Agreement No. ___________\n                                                                     Page 5 of 5\n                                                                      Appendix 3\n\n\ndays could result in cancellation or postponement of orders and\/or terminate\nthis Agreement subject to the provisions of the TERMINATION Section.\n\n\n\n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 1 of 2\n \n                                                                      Appendix 4\n\n\n\nAPPENDIX 4   \n\n                     ENGINEERING CHANGE CONTROL PROCEDURES\n\nSupplier agrees to perform and administer all \"Product Changes\" in accordance\nwith Bell Communications Research document GR 209 CORE, Issue 2, January 1996,\ntitled \"Generic Requirements for Product Change Notices\", which is incorporated\nherein by reference.\n\nSupplier may make changes to PRODUCT, modify drawings, or make changes to\nmanufacturing specifications, provided the changes, modifications, or\nsubstitutions DO NOT have an impact on the performance, reliability, form, fit,\nor function of the PRODUCT without prior notification to Company.  Supplier\nshall maintain written records of all such changes, and make these records\navailable for Company's review upon request.\n\nFor such changes or modifications which DO have an impact on performance,\nreliability, form, fit, or function, Supplier shall identify each such change or\nmodification in accordance with the classifications contained in the above Bell\nCommunications Research document via a Product Change Notification (PCN) form.\nThe Company shall immediately acknowledge receipt of the PCN to the\naddress\/contact as stated on the PCN form and shall have thirty (30) calendar\ndays to advise Supplier if the proposed change or modification is unacceptable.\nIf Company notifies Supplier as required herein, that the proposed change or\nmodification is unacceptable, Supplier shall not implement such change or\nmodification.  Company may reject any PRODUCT offered by Supplier which has been\nchanged or modified in a manner unacceptable to Company.\n\nIf Company has not notified Supplier that the change or modification is\nunacceptable within thirty (30) calendar days following issuance of the Change\nNotification, Supplier shall implement the change or modification as described\nin the Change Notification.\n\nIf during the review of a proposed Product Change Notification, which has a\nclassification of either A or AC, issued by Supplier during the Warranty period\nof the affected PRODUCT, the Company determines that implementation of the\nPRODUCT CHANGE will cause the Company to incur \"unreasonable expenses\" such as,\nbut not limited to, expenses resulting from escorting Supplier's personnel to\nnumerous Company locations containing affected PRODUCT or repeated product\nchanges to the same item of PRODUCT within a one (1) year time period, the\nCompany shall so notify Supplier, in writing, prior to the implementation of\nsuch PRODUCT CHANGE.\n\nUpon such notification, the Company and Supplier shall jointly determine the\nimplementation procedure which will utilize the Supplier's and\/or Company's\npersonnel in the most cost effective manner.\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 2 of 2\n                                                                      Appendix 4\n\n\nIf Supplier and the Company conclude the agreed to implementation procedure will\nprobably cause the Company to incur \"unreasonable expenses\", the Company and\nSupplier shall jointly determine the likely extent of such expenses and agree,\nin writing, to a \"not to exceed\" estimate for such expenses.  In no event shall\nsuch estimate exceed the Company's purchase price for the PRODUCT to be changed.\nThe Company shall track and record all such expenses associated with the PRODUCT\nCHANGE.  Upon completion of its efforts, the Company shall submit to Supplier,\nfor reimbursement by Supplier, an invoice of the Company's \"unreasonable\nexpenses\" within forty-five (45) calendar days after the Company's receipt of\nsuch invoice.\n\nIssuing a Class A or AC product Change Notification shall not constitute an\nagreement to provide such a change, but shall be construed as a recommendation\nby the Supplier that the change is absolutely necessary.\n\n \n                                  Appendix 5\n\n                        DEMAND PULL PROCEDURES  [DRAFT]\n\n(A) For Product items mutually agreed upon  by Lucent and Supplier, Lucent shall\nissue an annual order during the term of this Agreement which will state\nLucent's estimated annual purchases for such Product (the \"EAU order\"). Each\nweek Lucent shall provide Supplier with a fifty-two (52) week forecast for each\nsuch Product (the \"Forecast\"). Supplier shall reference the EAU order number on\nits shipping and invoicing documents. Said EAU order and Forecast shall be for\nplanning purposes only and, except to the extent set forth in paragraph D below,\nshall not be deemed a commitment to purchase or supply the amount set forth in\nthe EAU order or Forecast.\n\n(B) Supplier shall maintain (1) an inventory of Supplier-inspected finished\nProduct equivalent to weeks _______________ of the then current Forecast and (2)\nProduct work in process and raw materials in the aggregate sufficient to\nmanufacture such Product equivalent to weeks ______________ or the appropriate\nnumber as determined by Supplier and Lucent by the then current Forecast.\n\n(C) Supplier shall review the weekly Forecast and make adjustments to Supplier's\ninspected inventory, work in process and raw materials and components based upon\nincreases\/decreases in the Forecast.\n\n(D) Lucent's commitment for the Product shall be limited to: (1) the quantities\nset forth in the \"Supplier Action\" column of the Forecast and (2) the inspected\ninventory, work in process and raw materials as set forth in paragraph B above.\nLucent's liability for the items in this paragraph D(2) shall be limited to:\n\n  (a) For inspected inventory (not useable in Supplier's other operations or\nsalable to Supplier's other customers within ____ weeks following receipt of\nnotice from Lucent): the unit prices set forth in this Agreement;\n\n  (b) For raw materials: Supplier's purchase price of such raw materials (that\ncannot be returned or are not usable in Supplier's other operations or salable\nto Supplier's other customers within ____ weeks following receipt of notice from\nLucent); note: Lucent and Supplier should identify these raw materials and\nassociated costs as much as is possible upfront.\n\n  (c) For work in process: the actual costs incurred by Supplier in procuring\nand manufacturing Product (not usable in Supplier's other operations or salable\nto Supplier's other customers within ____ weeks following receipt of notice from\nLucent); less\n \n  (d) Any salvage value thereof.\n\nIf requested, Supplier agrees to substantiate such costs with proof reasonably\nsatisfactory to Lucent.\n\n                                       1\n\n \n(E)  Termination - Lucent may at any time, and without cause, terminate any or\nall EAU orders, in whole or in part, upon written notification to Supplier. Upon\nreceipt of such notice, Supplier shall immediately stop work as specified in the\nnotice to Supplier.\n\nLucent's liability to Supplier with respect to such termination shall be limited\nto the commitments set forth in paragraph D above.  Upon such termination, the\nparties shall meet promptly to determine the inspected, finished Product, work\nin process and raw material for which Lucent is responsible as set forth above.\nSupplier shall ship the inspected finished Product (to the extent not already in\ntransit) and raw materials to Lucent pursuant to shipping schedules agreed upon\nby the Parties. As to the work in process, Supplier shall, at Lucent's option,\nship it to Lucent pursuant to shipping schedules agreed upon by the Parties or\nscrap it.\n\n                                       2\n\n \n\n\n\n                     Appendix 6: Non-Disclosure Agreement\n\n \n                           NON-DISCLOSURE AGREEMENT\n\n\n    THIS AGREEMENT, effective as of August 24, 1998 is by and between LUCENT\nTECHNOLOGIES INC., a Delaware corporation, with principal offices located at 600\nMountain Avenue, Murray Hill, New Jersey 07974, on behalf of itself and its\naffiliates (\"Lucent\"), and COPPER MOUNTAIN NETWORKS, INC., a California\ncorporation, with offices located at 2470 Embarcadero Way, Palo Alto, CA 94303\n(\"Copper Mountain\") (hereinafter collectively the \"Parties\").\n\n    WHEREAS, the Parties, for their mutual benefit, desire to disclose to one \nanother certain specifications, designs, plans, drawings, software, data, \nprototypes or other business, technical, and\/or marketing plans and strategies, \npricing information, customer information or other business and technical \ninformation pertaining to Lucent's purchase of devices and associated services \nfrom Copper Mountain (hereinafter \"INFORMATION\"), which INFORMATION is \nproprietary to the disclosing Party.\n\n\n     NOW, THEREFORE, the Parties agree as follows:\n\n     1.  INFORMATION disclosed pursuant to this Agreement shall be used only for\n         the purpose of exploring, evaluating and implementing a potential OEM\n         relationship between the Parties, which relationship shall be\n         formalized in separate written agreements.\n\n     2.  This Agreement is effective from the date first written above\n         (\"Effective Date\") and shall continue in effect for a period of three\n         (3) year (the \"Term\") unless terminated earlier in writing by either\n         Party. This period may be extended or terminated earlier upon mutual\n         written agreement of the Parties. This Agreement applies to INFORMATION\n         disclosed by the Parties during the Term of the Agreement and such\n         INFORMATION shall be subject to the confidentiality obligations set\n         forth in this Agreement for three (3) years commencing on the date of\n         disclosure.\n\n     3.  The receiving Party shall hold the INFORMATION in confidence, shall use\n         the INFORMATION only for the purpose set forth in Section 1 above,\n         shall reproduce the INFORMATION only to the extent necessary for the\n         above purpose and shall not disclose the INFORMATION to any third party\n         without the prior written approval of the other Party. The receiving\n         Party may, however, disclose the INFORMATION to its employees,\n         consultants and contractors (including, without limitation, its legal\n         counsel and accountants) with a need to know; provided, that the\n         receiving Party binds those employees, consultants and contractors to\n         terms at least as\n\n\n \n                                     - 2 -\n\n          restrictive as those stated herein, advises those employees,\n          consultants and contractors of their confidentiality obligations, and\n          indemnifies the disclosing Party for any breach of those obligations.\n\n     4.   INFORMATION shall be subject to the restrictions of paragraphs 1 and\n          3, if it is in writing or other tangible form, only if clearly marked\n          as \"confidential,\" \"proprietary\" or \"restricted\" when disclosed to the\n          receiving Party or, if not in tangible form, its proprietary nature\n          must first be announced; and it must be summarized in writing, with a\n          copy of the writing being furnished to the receiving Party within\n          thirty (30) days of the disclosure of intangible information.\n\n     5.   These restrictions on the use or disclosure of INFORMATION shall not \n          apply to any INFORMATION:\n\n                a.   which is independently developed by or for the receiving\n                     Party or its affiliated company; or\n\n                b.   which is lawfully received free of restriction from \n                     another source; or\n\n                c.   after it has become generally available to the public\n                     without breach of this Agreement by the receiving Party or\n                     its affiliated company; or\n\n                d.   which at the time of disclosure to the receiving Party can\n                     be demonstrated to have been known to that Party or its\n                     affiliated company free of restriction;\n\n                e.   which the disclosing Party agrees in writing is free of \n                     such restrictions; or\n\n                f.   which the receiving Party is required to disclose under\n                     applicable laws, rules and regulations, provided that the\n                     receiving Party shall first notify the disclosing Party of\n                     such required disclosure and afford the disclosing Party\n                     the opportunity to seek a protective order relating to\n                     such disclosure.\n\n     6.   Each Party shall protect the INFORMATION disclosed to it by the other\n          Party with at least the same degree of care as it normally exercises\n          to protect its own proprietary information of a similar nature.\n\n     7.   Information, other than confidential INFORMATION identified and \n          furnished as provided above, shall not be subject to any restriction\n\n\n\n\n \n                                     - 3 -\n\n         by the disclosing Party as to the receiving Party's disclosure or use \n         thereof.\n \n    8.   No license to a Party, under any trademark, patent, copyright, mask \n         work protection right or any other intellectual property right, is\n         either granted or implied by the conveying of INFORMATION to that\n         Party. None of the INFORMATION which may be disclosed or exchanged by\n         the Parties shall constitute any representation, warranty, assurance,\n         guarantee or inducement by either Party to the other of any kind, and,\n         in particular, with respect to the non-infringement of trademarks,\n         patents, copyrights, mask work protection rights or any other\n         intellectual property rights, or other rights of third persons or of\n         either Party.\n\n    9.   Neither this Agreement nor the disclosure or receipt of INFORMATION \n         shall constitute or imply any promise or intention to make any purchase\n         of products or services or to make any equity investment by either\n         Party or its affiliated companies or any commitment by either Party or\n         its affiliated companies with respect to the present or future\n         marketing of any product or service.\n\n   10.   All INFORMATION shall remain the property of the disclosing Party and \n         shall be returned upon written request or upon the receiving Party's\n         determination that it no longer has a need for such INFORMATION. The\n         receiving Party may, however, retain one copy of all written materials\n         returned to provide an archive record of the disclosure; provided that\n         such archival copy may not be used for any other purpose and shall\n         remain subject to the terms and conditions of this Agreement.\n\n   11.   All INFORMATION in written form shall be furnished only to the \n         following representatives, or successor representatives that have been\n         designated in writing:\n\n         Lucent Technologies Inc.\n\n         Name:          Linda Manchester\n                        ------------------------------------\n         Title:         Director\n                        ------------------------------------\n         Address:       67 Whippany Road\n                        ------------------------------------\n                        Whippany\n                        ------------------------------------\n                        New Jersey 07981\n                        ------------------------------------\n\n\n\n\n\n\n\n\n \n                                     - 4 -\n\n         Telephone:      (973) 386\n                         ------------------------------------\n\n         Copper Mountain Networks, Inc.\n\n         Name:           Michael Staiger\n                         ------------------------------------\n         Title:          Vice President, Business Development\n                         ------------------------------------\n         Address:        2470 Embarcadero Way\n                         ------------------------------------\n                         Palo Alto, CA 94303\n                         ------------------------------------\n         Telephone:      (650) 858-8500\n                         ------------------------------------\n\n   12.   This Agreement shall be governed by the laws of the State of New York, \n         USA, applicable to contracts entered into and to be wholly performed\n         within said state, without reference to choice or conflict of law rules\n         otherwise applicable.\n\n   13.   If any provision of the Agreement is held by a court or other \n         adjudicatory body to be unenforceable, such provision will be severed\n         from this Agreement, and the balance of the Agreement will remain in\n         full force and effect.\n\n   14.   If a dispute arises with respect to this Agreement, the Parties agree \n         to make a good faith effort to resolve the dispute through negotiations\n         between themselves. If not thus resolved, either Party may refer the\n         dispute to a sole arbitrator selected jointly by the Parties or to the\n         American Arbitration Association (\"AAA\") for arbitration. The\n         arbitration shall be governed by the United States Arbitration Act and\n         judgment on the award may be entered by any court having jurisdiction.\n         The arbitrator shall not limit, expand or modify the terms of the\n         Agreement nor award damages in excess of compensatory damages, and each\n         Party waives any claim to such excess damages. A request by a Party to\n         a court for interim protection shall not affect either Party's\n         obligation hereunder to arbitrate. Each party shall bear its own\n         expenses and an equal share of all cost and fees of the arbitration.\n         Any arbitrator selected shall be competent in the legal and technical\n         aspects of the subject matter of this Agreement. The content and result\n         of arbitration shall be held in confidence by all participants, each of\n         whom will be bound by an appropriate confidentiality agreement.\n\n   15.   This Agreement constitutes the entire understanding between the Parties\n         hereto regarding the INFORMATION and merges all prior discussions\n         between them relating thereto. No amendment or modification of this\n         Agreement shall\n\n\n \n                                     - 5 -\n\nbe valid or binding on the Parties unless made in writing and signed on behalf \nof each of the Parties by their respective duly authorized officers or \nrepresentatives.\n\n    IN WITNESS WHEREOF, the parties have executed the Agreement on the \nrespective dates entered below.\n\nLUCENT TECHNOLOGIES INC.               COPPER MOUNTAIN\n                                       NETWORKS, INC.\n\n\nBy: \/s\/ LINDA C. MANCHESTER            By: \/s\/ MICHAEL STAIGER\n    -----------------------                ------------------------\n          (Signature)                           (Signature)\n\n\n        Linda Manchester                       Michael Staiger\n    -----------------------                ------------------------\n          (Typed Name)                          (Typed Name)\n\n\n            Director                       Vice President, Business\n                                                 Development\n    -----------------------                ------------------------\n            (Title)                                 (Title)\n\n\n            11\/12\/98                               11\/12\/98\n    -----------------------                ------------------------\n         (Date Signed)                          (Date Signed)\n\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 1 of 8\n                                                                      Appendix 7\n\n\n                       Warranty Eligibility System (WES)\n                                  Transaction\n\nThe Warranty Eligibility System (WES) tracks a serialized product from\nmanufacturing to the customer and provides up-to-date information about the\nproduct's warranty status.  In order to accomplish this, WES receives data from\nentities whose functions affect an item's warrantability.\n\nAt the end of the manufacturing, shipping, or repair processes, information\nabout an item will be sent to WES for inclusion on the Warranty Database.  This\nfile can be sent to WES using\n\n1)  UNIX file transfer at,\n     \/usr\/spool\/uucppublic\/receive\/wes\/origsystem\/WESXXNNNN\n     where origsystem is the UNIX machine originating the file XX is a location\n     code entry in the location table and NNNN is the sequence number on the\n     header record.\n\n2)  or by placing the formatted file on a floppy disk and mailing the disk\n    directly to the WES group at:\n     Lucent Technologies\n     Westwood of  Lisle\n     Attn.:  L. Fitzgerald\n     2443 Warrenville Rd.\n     Lisle,  IL  60532\n\nBatch files received for processing by WES must be processed by a Header Record\nas attached.  Following the Data Records must be a Trailer Record also attached.\nThe Header and Trailer Records are interrogated by WES and messages are returned\nto the sending location indicating the status of each file transmitted to WES.\n\nThese files should be sent at least once a week, depending on volume, in order\nto keep the database current.  That data needs to be formatted as shown on the\nfollowing page.\n\n                                 HEADER RECORD\n\n<caption>\n \nCOLUMN           FIELD SIZE        FIELD CONTENT            COMMENTS\n------           -----------       -------------            --------\n                                              \n1-5                (05)        Transaction Code        &amp;&amp;HDR\n6                  (01)                                Blank\n7-14               (08)        Source of Input         Job Name of Feeder\n15                 (01)                                Blank\n16-19              (04)        Transmission Sequence   Zero Filled\n                               Number                  Right Justified\n20                 (01)                                Blank\n21-26              (06)        Time                    HHMMSS\n27                 (01)                                Blank\n \n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 2 of 8\n                                                                      Appendix 7\n\n \n\n                                               \n28-33              (06)        Date                    MMDDYY\n34-123             (90)                                Blank\n124-125            (02)        Originating Location    Location that\n                                                       Originates this\n                                                       Transaction\n\n\n     \n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n                                TRAILER RECORD\n\n\n<caption>\n \nCOLUMN      FIELD SIZE     FIELD CONTENT     COMMENTS\n------      -----------    -------------     --------\n                                    \n1-5            (05)       Transaction Code   &amp;&amp;TLR\n6              (01)                          Blank\n7-12           (06)       Record Count\n13-125        (113)                          Blank\n\n\n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n                            ADD TRANSACTION FORMAT\n\n\n<caption>\n \nCOLUMN           FIELD SIZE              FIELD CONTENT           COMMENTS\n------           ----------              -------------           --------\n                                                     \n1) 1               (01)              Transaction Code         A\n2) 2-13            (12)              Item Serial Number\n3) 14-23           (10)              Order Number             AT&amp;T Order\n                                                              Number \n   24-38           (15)                                       Blank\n4) 39-44           (06)              Manufacture Ship Date    MMDDYY\n5) 45-56           (12)                                       Blank\n6) 57-61           (05)              Product Line             Left Justified\n7) 62-86           (25)              Product Identification\n                                     Number \n   87-123          (37)                                       Blank \n\n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 3 of 8\n                                                                      Appendix 7\n \n\n                                         \n8)  124-125      (02)    Originating Location    Location that\n                                                 Originated\n                                                 Transaction\n \n\n\n                 ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n1)  One digit code representing the transaction to be performed by WES, i.e.  A\n= Add, R = Repair, etc.\n\n2)   The twleve (12) digit number assigned to each unique product manufactured.\nIncludes a two or three digit manufacturing number (vendor code) as described in\nKS-23490.\n\n     Example - 12 Digit Serial Number with a two (2) digit manufacturing id\nnumber 9T\n\n     2 Characters  last two digits of the year\n     2 Characters   manufacturing identification number (vendor code)\n     2 Characters  month (01 to 12) or fiscal week (21 to 72)\n     6 Characters  sequential serial number\n     i.e. First Product Manufactured in March of 1997 = 979T03000001\n\n     Example - 12 Digit Serial Number with a three (3) digit manufacturing id\nnumber of A0J\n\n     2 Characters  last two digits of the year\n     2 Characters   manufacturing identification number (vendor code)\n     2 Characters  month (01 to 12) or fiscal week (21 to 72)\n     1 Character  last digit of the manufacturing id number (vendor code)\n     5 Characters  sequential serial number\n     ie. First Product Manufactured in March of 1997 = 97A003J00001.\n\n3)  The identifier of an order placed by a customer.\n\n4)  The date an item was shipped from manufacturing.  The format is MMDDYY.\n\n5)  The item serial number of the equipment that the current item is embedded\nin.\n\n6)  A five character identifier used to distinguish product for determining\nwarranty, which is assigned by the product manager in agreement with WES.\n\n7)  The product identification number assigned by the product manager which\nconsists of the comcode.  Left justified.\n\n8)  Location which originates the transaction.\n\n                             SES TRANSACTION FORMAT\n\n<caption>\n \nCOLUMN                    FIELD SIZE               FIELD CONTENT            COMMENTS\n------                    ----------               -------------            --------\n                                                                   \n1) 1                        (01)              Transaction Code           C\n2) 2-13                     (12)              Item Serial Number\n3) 14-23                    (10)              Order Number               SES Order\n                                                                         Number\n   24-38                    (15)                                         Blank\n4) 39-44                    (06)              Ship Date                  MMDDYY\n   45                       (01)                                         Blank  \n \n\n \n                                                           Agreement No. GA10097\n                                                                     Page 4 of 8\n                                                                      Appendix 7\n\n \n\n                                                                 \n5) 46-51                    (06)              RMA Number (B-Spec)\n6) 52-55                    (04)              Item Number (Main Item)    Right Justified\n                                                                         w\/leading zeros\n   56                       (01)                                         Blank  \n7) 57-61                    (05)              Product Line               Left Justified\n8) 62-86                    (25)              Product Identification\n                                              Number \n   87-123                   (37)              Blank\n \n9) 124-125                  (02)              Originating Location       Location that\n                                                                         Originated this\n                                                                         Transaction\n \n\n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n\n1)  One digit code representing the transaction to be performed by WES, i.e.  C\n= SES Ship, A = Add, etc.\n\n2)  The number assigned to each unique product produced by factory.  Includes a\ntwo digit manufacturing identification number (assigned by the product manager\nin agreement with WES) used in positions 3 and 4 of the 12 character serial\nnumber as described in KS-23490.\n\n3)  The identifier of an order placed by a customer.\n\n4)  The date an item was shipped.  The format is MMDDYY.\n\n5)  The returned material authorization item number.\n\n6)   Item number on the returned material authorization.\n\n7)  A five character identifier used to distinguish product for determining\nwarranty, which is assigned by the product manager in agreement with WES.\n\n8)  The product identification number assigned by the product manager which\nconsists of the comcode.  Left justified.\n\n9)  Location which originates the transaction.\n\n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 5 of 8\n                                                                      Appendix 7\n\n\nRGM TRANSACTION FORMAT\n\n\n<caption>\n \n \nCOLUMN                 FIELD SIZE             FIELD CONTENT         COMMENTS\n------                 ----------             -------------         --------\n                                                         \n1) 1                      (01)             Transaction Code       G\n2) 2-13                   (12)             Item Serial Number\n3) 14-23                  (10)             Order Number           AT&amp;T\n                                                                  Order Number \n   24-38                  (15)                                    Blank\n4) 39-44                  (06)             Returned Date          MMDDYY\n   45-123                 (79)                                    Blank\n5) 124-125                (02)             Originating Location   Location that\n                                                                  Originated \n                                                                  Transaction \n \n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n1)  One digit code representing the transaction to be performed by WES, i.e.  A\n= Add, G = RGM, etc.\n\n2)  The number assigned to each unique product produced by factory.  Includes a\ntwo digit manufacturing identification number (assigned by the product manager\nin agreement with WES) used in positions 3 and 4 of the 12 character serial\nnumber as described in KS-23490.\n\n3)  The identifier of an order placed by a customer.\n\n4)  The date an item was returned accompanied by a returned good memorandum or\nan SES exchange.\n\n5)  Location which originates the transaction.\n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 6 of 8\n                                                                      Appendix 7\n\n\n                          MMC SHIP TRANSACTION FORMAT\n\n<caption>\n \nCOLUMN               FIELD SIZE              FIELD CONTENT           COMMENTS\n------               ----------              -------------           --------\n                                                         \n1) 1                    (01)             Transaction Code         M\n2) 2-13                 (12)             Item Serial Number\n3) 14-23                (10)             Order Number             Number\n   24-38                (15)                                      Blank\n4) 39-44                (06)             MMC Ship Date            MMDDYY\n   45-61                (17)                                      Blank\n5) 62-86                (25)             Product Identification   Left Justified\n                                         Number \n6) 87-91                (05)             Product Line\n   92-123               (32)                                      Blank\n7) 124-125              (02)             Originating Location     Location that\n                                                                  Originated\n                                                                  Transaction\n \n\n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n1)  One digit code representing the transaction to be performed by WES, i.e.  A\n= Add, R = Repair, M = MMC Ship, etc.\n\n2)  The number assigned to each unique product produced by factory.  Includes a\ntwo digit manufacturing identification number (assigned by the product manager\nin agreement with WES) used in positions 3 and 4 of the 12 character serial\nnumber as described in KS-23490.\n\n3)  The identifier of an order placed by a customer.\n\n4)  The date an item was shipped from the MDC or Service center.\n\n5)  The product identification number assigned by product manager which consists\nof the comcode.  Left  justified.\n\n6)  Up to five character code used to distinguish product for determining\nwarranty, which is assigned by the product manager in agreement with WES.\n\n7)  Location which originates the transaction.\n\n\n                           REPAIR TRANSACTION FORMAT\n\n<caption>\n \nCOLUMN                 FIELD SIZE              FIELD CONTENT           COMMENTS\n------                 ----------              -------------           --------\n                                                           \n1)                           1      (01)   Transaction Code         R\n2)                           2-13   (12)   Item Serial Number\n3)                          14-23   (10)   Repair Order Number\n4)                          24-38   (15)   Customer Repair Order\n                                           Number\n5)                          39-44   (06)   Repair Date              MMDDYY\n \n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GA10097\n                                                                     Page 7 of 8\n                                                                      Appendix 7\n\n \n<caption> \n\n                                                \n    45-56          (12)      Cust. Order Number\n                             (overflow)\n    57-61          (05)      Product Line               Left Justified\n7)  62-86          (25)      Product Identification \n                             Number\n8)  87-101         (15)      Circuit Pack Code\n                             or Microcode\n9)  102-113        (12)      Circuit Pack Series\n                             or Issue of Microcode\n    114-116        (03)                                 Blank   \n10) 117            (01)      Repair Code                      \n11) 118-119        (02)      Manufacturing Location     *       \n12) 120-123        (04)      Manufacturing Date               \n13) 124-125        (02)      Originating Location              \n\n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n*  Location of manufacture required for 00LL00SSSSSS Item Serial Numbers.\n     LL is the location code for the site affixing the label\n     SSSSSS is the next serial number to be assigned by the location.\nThis format is only valid when the item was not previously bar-coded.\n\n1)  One digit code representing the transaction to be performed by WES, i.e.  A\n= Add, R = Repair, etc.\n\n2)  The number assigned to each unique product produced by factory.  Includes a\ntwo digit manufacturing identification number (assigned by the product manager\nin agreement with WES) used in positions 3 and 4 of the 12 character serial\nnumber as described in KS-23490.\n\n3)  This is the order number the item was repair under, not the one it was\ninitially order under.\n\n4)  The customer's identifier for their repair order.\n\n5)  Date the item was repaired.\n\n6)  A five character used to distinguish product for determining warranty, which\nis assigned by the product manager in agreement with WES.\n\n7)  The product identification number assigned by product manager which consists\nof the comcode.  Left justified.\n\n8)  Apparatus code assigned for identification of product at cpcode level.\n9)  Production level of the cpcode.\n\n\n10)  The code that indicates what type of action was taken by repair\norganization to satisfy the customer's repair order.  The possible values are:\n\n                      A = not repairable            \n                      K = no trouble found          \n                      R = trouble found (repairable) \n\n11)  Two digit code indicating place of manufacture.\n\n12)  Date of manufacture.  MMYY\n\n\n                        Lucent Technologies Proprietary\n\n \n                                                           Agreement No. GS10097\n                                                                     Page 8 of 8\n                                                                      Appendix 7\n\n13)  Location which originates the transaction.\n\n\n                         SUBSTITUTE TRANSACTION FORMAT\n\n<caption>\n \nCOLUMN                   FIELD SIZE                FIELD CONTENT          COMMENTS\n------                   ----------                -------------          --------                    \n                                                                 \n1)   1                      (01)             Transaction Code             S\n2)   2-13                   (12)             Replaced Item Serial No.\n3)  14-23                   (10)             Repair Order No.\n4)  24-38                   (15)             Customer Order No.\n5)  39-44                   (06)             Substitute Date              MMDDYY\n6)  45-56                   (12)             Replacing Item Serial No.\n7)  57-61                   (05)             Product Line                 Product Line\n                                                                          Left Justified \n8)  62-86                   (25)             Product Identification\n    87-98                   (12)             Cust. Order No. (overflow)\n    99-123                  (25)                                          Blank\n9) 124-125                  (02)             Originating Location         Location that Originated Transaction\n\n                ALL ALPHA REPRESENTATION SHOULD BE CAPITALIZED\n\n\n1)  One digit code representing the transaction to be performed by WES, i.e.  A\n= Add, R = Repair, S = Substitute, etc.\n\n2)  Serial number of product returned by customer or installer.  Format same as\nitem serial number.\n\n3)  Required if item is to be added to database.\n\n4)  The customer's identifier for their repair order.\n\n5)  Data substitution was made.\n\n6)  Item serial number of product the repair organization returned to a\ncustomer, product withdrawn from an installation pool and added to an order,\nitem sent in by customer on a spares exchange.  Format same as item serial\nnumber.\n\n7)  A five character used to distinguish product for determining warranty, which\nis assigned by the product manager in agreement with WES.\n\n8)  Replacing serial number's product identification number assigned by product\nmanager which consists of the comcode.  Left justified.\n\n9)  Location which originates the transaction.\n\n\n                        Lucent Technologies Proprietary\n\n<\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7206,8089],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9616],"class_list":["post-42319","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-copper-mountain-networks-inc","corporate_contracts_companies-lucent-technologies-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42319","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42319"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42319"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42319"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42319"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}