{"id":42376,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/international-oem-agreement-advanced-telecommunication-modules.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"international-oem-agreement-advanced-telecommunication-modules","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/international-oem-agreement-advanced-telecommunication-modules.html","title":{"rendered":"International OEM Agreement &#8211; Advanced Telecommunication Modules Inc. and Advanced Telecommunicatons Modules Ltd. and Com21 Inc."},"content":{"rendered":"<pre>\n                       ADVANCED TELECOMMUNICATIONS MODULES\n\n                           INTERNATIONAL OEM AGREEMENT\n\nThis International OEM Agreement (the \"Agreement\") is entered into as of March\n7, 1996, (\"Effective Date\") between Advanced Telecommunications Modules, Inc.\n(\"ATMI\"), located at 1130 East Arques Ave., Sunnyvale, CA 94086\n(\"Manufacturer\"), its parent company, Advanced Telecommunications Modules,\nLimited, and Com21, Inc. (\"Com21\"), located at 1991 Landings Dr., Mountain View,\nCA 94043 (\"Purchaser\").\n\nIN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE\nPARTIES AGREE AS FOLLOWS:\n\n1.      DEFINITIONS\n\n        1.1.   \"STANDARD PRODUCTS\" shall mean the most current version of the\n               standard products manufactured by ATMI for general end-user\n               availability listed in Exhibit A attached hereto.\n\n        1.2.   \"SPECIAL PRODUCTS\" shall mean the most current version of the\n               non-standard products manufactured by special use by Purchaser\n               listed in Exhibit A attached hereto.\n\n        1.3.   \"TERRITORY\" shall mean that geographic area identified in Exhibit\n               G attached hereto.\n\n        1.4.   \"END-USER\" shall mean any third party which obtains a Product\n               solely in order to fulfill its own internal needs.\n\n        1.5.   \"END-USER LICENSE\" shall at any time during the term of\n               this Agreement, mean ATMI's then standard license\n               agreement pursuant to which End-Users are granted the right to\n               utilize software in or provided with ATMI products.\n\n2.      PRODUCTS AND PURCHASE COMMITMENT\n\n        2.1.   PRODUCTS. The products covered by this Agreement shall be those\n               products listed in Exhibit A attached hereto (\"Standard\n               Products\" and \"Special Products\"). Products may be changed,\n               abandoned or added by Manufacturer, at its sole discretion,\n               provided that Manufacturer gives ninety (90) days' prior written\n               notice to Purchaser. Upon written notification of Manufacturer's\n               intent to change or abandon Products, Purchaser shall be granted\n               an option to place a one time \"End of Life\" Purchase Order in\n               addition to orders provided herein. \"End of Life\" purchase\n               orders will be accepted at any time within the ninety (90) day\n               notification period. If the \"End of Life\" purchase order is not\n               sufficient to satisfy Purchaser's ongoing requirements,\n               Manufacturer and Purchaser will negotiate with a third party\n               escrow company to place sufficient manufacturing specifications\n               to allow Purchaser to continue manufacture of the Products at\n               their expense. In all cases, uses of the Products will be\n               limited to those set forward in this document. Manufacturer\n               shall be under no obligation to continue the production of any\n               Product, except as provided herein.\n\n        2.2.   MINIMUM PURCHASE COMMITMENT. During the term of this Agreement,\n               Purchaser shall purchase minimum lot quantities of Products as\n               set forth in Exhibit A attached hereto (\"Minimum Purchase\n               Commitment\").\n\n3.      LIMITATIONS ON PURCHASER'S RIGHTS TO THE PRODUCTS\n\n        3.1.   OEM CERTIFICATION. Purchaser certifies that each and every\n               Product to be purchased under this Agreement will be purchased on\n               its behalf as an original equipment manufacturer and that each\n               and every Product will be incorporated by Purchaser or its\n               customers into another system that Purchaser assembles, for sale\n               or lease, in the regular course of Purchaser's business.\n               Purchaser further certifies that the system into which each and\n               every Product is incorporated will include the addition of\n               hardware and\/or software supplied by Purchaser which, by an\n               objective examination of such\n\n\n\n\n\n\n               factors as cost, product features, and pricing, represent a\n               significant enhancement and transformation of the Products (with\n               regard to both value and function) and result in a system\n               substantially different from any of Manufacturer's systems.\n               Purchaser agrees that Products intended for other purposes shall\n               not be purchased under this Agreement. Upon Manufacturer's\n               request, Purchaser shall furnish to Manufacturer evidence of\n               compliance with the provisions of this Subsection 3.1. Purchaser\n               acknowledges and agrees that its initial and continuing\n               qualification under this Subsection 3.1. is within the sole\n               discretion of Manufacturer.\n\n        3.2.   PURCHASE OF PRODUCTS SUBJECT TO SOFTWARE LICENSE AND OTHER\n               RESTRICTIONS. The sale of each Product to Purchaser and the\n               transfer of title for each purchased Product to Purchaser shall\n               not include a sale of any software, computer programs, source\n               codes, object codes, listings or related materials in\n               machine-readable or printed form (including, firmware and all\n               types of media), or any updates and modifications thereto that\n               are included (collectively, \"Software\") or a transfer of Software\n               title to Purchaser. Instead, the sale of each Product shall\n               include a fully paid license for Purchaser to transfer the\n               Software to its customers upon execution of a Software license by\n               Purchaser's customers in accordance with the terms of Subsection\n               6.1. below. Manufacturer shall retain full title to the Software\n               and all copies thereof and Purchaser and its customers may use\n               the Software only in accordance with the provisions of their\n               executed Software licenses. Neither Purchaser nor its customers\n               shall have any access to or rights in the Software source codes.\n               Neither Purchaser nor its customers shall have the right to copy,\n               modify or remanufacture any Product or part thereof.\n\n4.      TERMS IS OF PURCHASE OF PRODUCTS BY PURCHASER\n\n        4.1.   TERMS AND CONDITIONS. All purchases of Products by Purchaser from\n               Manufacturer during the term of this Agreement shall be subject\n               to the terms and conditions of this Agreement.\n\n        4.2.   PRICES. All prices are F.O.B. (as defined in Section 2319 of the\n               California Uniform Commercial Code) Manufacturer's plant\n               currently located at the address listed in Exhibit H or the point\n               of arrival in the United States. Provided that Purchaser fulfills\n               its Minimum Purchase Commitment in Exhibit A attached hereto, the\n               purchase price to Purchaser for each of the Products (\"Purchase\n               Price\") shall be a fixed percentage of Manufacturer's list price\n               for that Product; the percentage for each Product is as set forth\n               in Exhibit B attached hereto, and the current list prices for the\n               Products are as set forth in Exhibit C attached hereto. The\n               Purchase Price to Purchaser for repair parts for the Products\n               shall be as set forth in Exhibit D attached hereto. Manufacturer\n               has the right at any time to revise the prices in Exhibits C and\n               D with thirty (30) days' advance written notice to Purchaser, but\n               such prices shall not be greater than those sold to another\n               customer in similar volumes. Such revisions shall only apply to\n               all orders received after the effective date of revision. Price\n               increases shall not affect unfulfilled purchase orders accepted\n               by Manufacturer prior to the effective date of the price\n               increase. Price decreases shall apply to pending purchase orders\n               accepted by Manufacturer prior to the effective date of the\n               decrease but not yet shipped.\n\n        4.3.   BILLBACK PROVISIONS. Purchaser's Purchase Price for each Product\n               is based on the Minimum Purchase Commitment set forth in Exhibit\n               B attached hereto. If Purchaser fails to purchase at least the\n               minimum number of Products specified in Exhibit B for a given\n               time period, then Manufacturer shall invoice Purchaser for the\n               difference between Purchaser's Purchase Price and Manufacturer's\n               standard discounted price for the quantity of Products actually\n               purchased, and the full amount shall be due and payable to\n               Manufacturer within thirty (30) days after the invoice date. The\n               adjusted Purchase Price shall continue in effect for a given\n               Product until Purchaser fails in a given time period to purchase\n               the number of Products necessary for the adjusted Purchase Price,\n               at which time the Purchase Price shall be further adjusted in\n               accordance with the foregoing, procedure or until Purchaser again\n               purchases the minimum number of the Product specified in Exhibit\n               B in which case the Purchase Price shall apply.\n\n        4.4.   TAXES. Purchaser's Purchase Price does not include any federal,\n               state or local taxes that may be applicable to the Products. When\n               Manufacturer has the legal obligation to collect such taxes, the\n               appropriate amount shall be added to Purchaser's invoice and paid\n               by Purchaser unless Purchaser\n\n\n\n\n\n\n               provides Manufacturer with a valid tax exemption certificate\n               authorized by the appropriate taxing authority.\n\n        4.5.   ORDER AND ACCEPTANCE. All orders for Products submitted by\n               Purchaser shall be initiated by written purchase orders sent to\n               Manufacturer and requesting a delivery date during the term of\n               this Agreement; provided, however, that an order may initially be\n               placed orally or by telex if a confirmational written purchase\n               order is received by Manufacturer within five (5) days after said\n               oral or telex order. To facilitate Manufacturer's production\n               scheduling Purchaser shall submit non- binding forecasts to\n               Manufacturer ninety (90) days prior to the requested month of\n               delivery. Purchaser shall submit binding purchase orders to\n               Manufacturer at least thirty (30) days prior to the first day of\n               the requested month of delivery. No order shall be binding upon\n               Manufacturer until accepted by Manufacturer in writing, and\n               Manufacturer shall have no liability to Purchaser with respect to\n               purchase orders that are not accepted. Manufacturer shall use its\n               reasonable best efforts to notify Purchaser of the acceptance or\n               rejection of an order and of the assigned delivery date for\n               accepted orders within fifteen (15) days after receipt of the\n               purchase order. No partial shipment of an order shall constitute\n               the acceptance of the entire order. absent the written acceptance\n               of such entire order. Manufacturer shall use its reasonable best\n               efforts to deliver Products at the times specified either in its\n               quotation or in its written acceptance of Purchaser's purchase\n               orders.\n\n        4.6.   TERMS OF PURCHASE ORDERS. Purchaser's purchase orders submitted\n               to Manufacturer from time to time with respect to Products to be\n               purchased hereunder shall be governed by the terms of this\n               Agreement, and nothing contained in any such purchase order shall\n               in any way modify such terms of purchase or add any additional\n               terms or conditions.\n\n        4.7.   INITIAL ORDER. Upon execution of this Agreement, Purchaser shall\n               deliver to Manufacturer a written purchase order for the\n               quantities of Products shown in Exhibit E attached hereto. The\n               order shall be non-cancelable and shall be shipped to Purchaser\n               based on Purchaser's delivery dates accepted by Manufacturer\n               based on its production schedule and receipt of an export\n               license.\n\n        4.8.   CHANGE ORDERS. Purchaser may utilize written change orders\n               without penalty for orders that have not vet been accepted by\n               Manufacturer. For orders that have been accepted by Manufacturer\n               but have not yet been shipped (excluding the initial order under\n               Subsection 4.7. above), Purchaser may utilize written change\n               orders subject to the following conditions:\n\n               4.8.1.        Purchaser may delay delivery of any accepted order,\n                             provided that the rescheduled delivery date occurs\n                             during the term of this Agreement and provided\n                             further that Purchaser shall pay a rescheduling fee\n                             equal to [*] of the Purchase Price (net of freight,\n                             taxes, and other charges) of the rescheduled\n                             Products if Purchaser's change order is received by\n                             Manufacturer less than thirty (30) days before the\n                             assigned delivery date. Unless Manufacturer\n                             otherwise agrees, no change order shall be\n                             effective unless accompanied by the rescheduling\n                             fee. if any, required by this Subsection 4.8.1.\n\n               4.8.2.        Purchaser may cancel any order that has been\n                             accepted by Manufacturer, provided that, if the\n                             written change order is received by Manufacturer\n                             less than thirty (30) days before the assigned\n                             delivery date or if the written change order\n                             cancels an order that has been previously\n                             rescheduled under Subsection 4.8.1. above, then\n                             Purchaser shall pay a cancellation charge equal to\n                             fifteen percent (15%) of the net Purchase Price of\n                             the canceled Products.\n\n\n\n\n        NOTICE PRIOR TO DELIVERY DATE              RESCHEDULING CHARGE          CANCELLATION CHARGE\n        -----------------------------              -------------------          -------------------\n                                                                          \n        Greater than 90 days                               [*]                         [*]\n        31-90 days (forecasting period)                    [*]                         [*]\n        0-30 days (confirmed orders)                       [*]                         [*]\n\n\n\n        4.9.   PAYMENT. Manufacturer shall ship Products FOB from their\n               manufacturing facility and shall\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n               invoice upon shipment in U.S. dollars. Full payment of\n               Purchaser's Purchase Price for the Products and spare parts\n               (including any freight, taxes or other applicable costs initially\n               paid by Manufacturer but to be home by Purchaser) shall be made\n               by Purchaser to Manufacturer thirty (30) days from the date of\n               the invoice. Payment shall be in U.S. dollars. All exchange,\n               interest, banking, collection, and other charges shall be at\n               Purchaser's expense. At such time as Manufacturer may grant a\n               line of credit to Purchaser, payment terms shall be net thirty\n               (30) days after date of invoice, and payment shall be made by\n               wire transfer, check or other instrument approved by\n               Manufacturer. Any invoiced amount not paid when due shall be\n               subject to a service charge of one and one-half percent (1.5%)\n               per month. Purchaser shall pay all of Manufacturer's costs and\n               expenses (including reasonable attorneys' fees) to enforce and\n               preserve Manufacturer's rights under this Subsection 4.9.\n\n        4.10.  SHIPPING. All Products delivered pursuant to the terms of this\n               Agreement shall be suitably packed depending on the method of\n               freight shipment in Manufacturer's standard shipping cartons,\n               marked for shipment at Purchaser's address set forth above, and\n               delivered to Purchaser or its carrier agent F.O.B. Manufacturer's\n               manufacturing plant, at which time (subject to Subsection 4.13.\n               below) title to such Products and risk of loss shall pass to\n               Purchaser. Unless otherwise instructed in writing by Purchaser,\n               Manufacturer shall select the carrier. All freight, insurance,\n               and other shipping expenses, as well as any special packing\n               expense, shall be paid by Purchaser from the FOB point. Purchaser\n               shall also bear all applicable taxes, duties, and similar charges\n               that may be assessed against the Products after delivery to the\n               carrier at Manufacturer's plant.\n\n        4.11.  REJECTION OF PRODUCTS. Purchaser shall inspect all Products\n               promptly upon receipt thereof and may reject any Product that\n               fails in any material way to meet the specifications set forth in\n               Manufacturer's current brochure and specifications for that\n               Product. Any Product not properly rejected within thirty (30)\n               days after receipt of that Product by Purchaser (\"Rejection\n               Period\") shall be deemed accepted. If any unit of a Product is\n               shipped by Purchaser to its customer prior to the expiration of\n               the Rejection Period, then that unit shall be deemed accepted\n               upon shipment by Purchaser. To reject a Product, Purchaser shall,\n               within the Rejection Period, notify Manufacturer in writing or by\n               telex of its rejection and request a Return Material\n               Authorization (\"RMA\") number. Manufacturer shall use its best\n               efforts to provide the RMA number in writing or by telex to\n               Purchaser within three (3) business days after receipt of the\n               request. Within ten (10) days after receipt of the RMA number,\n               Purchaser shall return to Manufacturer the rejected Product,\n               freight prepaid, in its original shipping carton with the RMA\n               number displayed on the outside of the carton. Provided that\n               Manufacturer has complied with its obligations in this Subsection\n               4.11., Manufacturer reserves the right to refuse to accept any\n               rejected Products that do not bear an RMA number on the outside\n               of the carton. As promptly as possible but no later than thirty\n               (30) working days after receipt by Manufacturer of properly\n               rejected Products, Manufacturer shall, at its option and expense,\n               either repair or replace the Products. Manufacturer shall pay the\n               shipping charges back to Purchaser for properly rejected\n               Products; otherwise, Purchaser shall be responsible for the\n               shipping charges.\n\n        4.12.  RETURN OF PRODUCTS AFTER REJECTION PERIOD. Unless a Product is\n               returned in accordance with the provisions of Manufacturer's\n               standard warranty for the Product described in Subsection 5.1.\n               below, after the Rejection Period Purchaser may not return a\n               Product to Manufacturer for any reason without Manufacturer's\n               prior written consent. For any Product for which Manufacturer\n               gives such consent, Manufacturer shall charge Purchaser a\n               restocking fee equal to fifteen percent (15%) of Purchaser's\n               Purchase Price for that Product and shall credit the balance of\n               the Purchase Price to Purchaser's account. Purchaser shall be\n               responsible for all shipping charges.\n\n        5.     WARRANTY TO PURCHASER\n\n        5.1.   STANDARD LIMITED WARRANTY. Manufacturer grants to Purchaser\n               Manufacturer's standard limited warranty for the Products,\n               including the limitations set forth in Subsections 5.2. and 5.3.\n               below. Specifically, Manufacturer warrants that the Product\n               hardware as delivered (except consumable items, such as fuses)\n               conform to published specifications and are free from defects in\n               materials and workmanship under normal use and service for the\n               period set forth in the applicable Product\n\n\n\n\n\n\n               documentation. All Product warranty periods are Product specific\n               and may vary by Product. The End-User warranty specifically\n               disclaims all other warranties relating to the Products,\n               including all warranties with respect to the performance of the\n               Products. This warranty is contingent upon proper use of a\n               Product in the application for which it was intended and does not\n               cover Products that were modified without Manufacturer's approval\n               or that were subjected by the customer to unusual physical or\n               electrical stress. The Manufacturer's Standard Limited Warranty\n               including terms, conditions, and warranty periods in included in\n               Exhibit I attached hereto.\n\n        5.2.   NO OTHER WARRANTY. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH\n               ABOVE, MANUFACTURER GRANTS NO OTHER WARRANTIES, EXPRESS OR\n               IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, THEIR\n               FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR\n               OTHERWISE. MANUFACTURER GRANTS NO WARRANTIES TO PURCHASER'S\n               CUSTOMERS.\n\n        5.3.   LIMITATION OF LIABILITY. MANUFACTURER'S LIABILITY UNDER THE\n               WARRANTY SHALL BE LIMITED TO A REFUND OF PURCHASER'S PURCHASE\n               PRICE. IN NO EVENT SHALL MANUFACTURER BE LIABLE FOR THE COST OF\n               PROCUREMENT OF SUBSTITUTE GOODS BY PURCHASER OR PURCHASER'S\n               CUSTOMER OR FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES\n               FOR BREACH OF WARRANTY.\n\n        6.     SOFTWARE LICENSING AND SERVICES\n\n        6.1.   LICENSE TO PURCHASER. Manufacturer hereby grants to Purchaser an\n               exclusive (except for usage rights reserved to Manufacturer),\n               royalty-free, fully paid license to use, distribute, demonstrate\n               and sublicense the object code of the Software in the Territory\n               specified in Exhibit H attached hereto in carrying out\n               Purchaser's obligations under the provisions of this Agreement.\n               The license shall terminate on the termination of this Agreement\n               for any reason.\n\n        6.2    SUBLICENSING. Purchaser shall require each of its customers to\n               execute a software End-User License for each Product purchased,\n               in the form attached hereto as Exhibit F, as a specific condition\n               to the purchase of that Product. Purchaser shall maintain a file\n               of these such license agreements for Manufacturer's review. The\n               End-User License fee for each Product is included in Purchaser's\n               Purchase Price for the Product.\n\n        6.3.   SERVICES. To each licensee of the Software, Manufacturer shall\n               provide the software maintenance services that are set forth in\n               the License.\n\n        7.     IMPORT AND EXPORT REQUIREMENTS\n\n               Purchaser shall, at its own expense, pay all import and export\n               licenses and permits, pay customs charges and duty fees, and take\n               all other actions required to accomplish the export and import of\n               the Products purchased by Purchaser from the point of delivery\n               into the United States. Purchaser understands that Manufacturer\n               is subject to regulation by agencies of the U.S. government,\n               including the U.S., Department of Commerce, which prohibit export\n               or diversion of certain technical products to certain countries.\n               Purchaser warrants that it will comply in all respects with the\n               export and reexport restrictions set forth in the export license\n               for every Product shipped to Purchaser.\n\n        8.     TERMS AND TERMINATION\n\n        8.1.   TERM. This Agreement shall continue in force for a fixed term of\n               five (5) years from the date hereof unless terminated earlier\n               under the provisions of this Section 8. At the end of the fixed\n               term, this Agreement shall terminate automatically without notice\n               unless prior to that time the term of the Agreement is extended\n               by mutual written consent of the parties.\n\n        8.2.   TERMINATION FOR CONVENIENCE. This Agreement may be canceled by\n               either party for any reason or no reason, whether or not extended\n               beyond the initial term, by giving the other party written\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n               notice one hundred eighty (180) in advance.\n\n        8.3.   TERMINATION FOR CAUSE. Except as set forth in Subsection 8.4.\n               below, if either party defaults in the performance of any\n               provision of this Agreement, then the non-defaulting party may\n               give written notice to the defaulting party that if the default\n               is not cured within thirty (30) days the Agreement will be\n               terminated. If the non-defaulting party gives such notice and the\n               default is not cured during the thirty-day period, then the\n               Agreement shall automatically terminate at the end of that\n               period.\n\n        8.4.   TERMINATION FOR FAILURE TO PURCHASE MINIMUM COMMITMENT. If\n               Purchaser during the term of the agreement to purchase the\n               minimum number of Products set forth in Subsection 2.2. above,\n               then Manufacturer may terminate this Agreement effective upon\n               delivery of a written notice to Purchaser, which is not cured in\n               sixty (60) days.\n\n        8.5.   TERMINATION FOR INSOLVENCY. This Agreement shall terminate,\n               without notice, (i) upon the institution by or against Purchaser\n               of insolvency, receivership or bankruptcy proceedings or any\n               other proceedings for the settlement of Purchaser's debts, (ii)\n               upon Purchaser's making an assignment for the benefit of\n               creditors, or (iii) upon Purchaser's dissolution or ceasing to do\n               business.\n\n        8.6.   FULFILLMENT OF ORDERS UPON TERMINATION. Upon termination of this\n               Agreement for other than Purchaser's breach, Manufacturer shall\n               continue to fulfill, subject to the terms of Section 4 above, all\n               orders accepted by Manufacturer prior to the date of termination.\n\n        8.7.   LIMITATION ON LIABILITY. In the event of termination by either\n               party in accordance with any of the provisions of this Agreement,\n               neither party shall be liable to the other, because of such\n               termination, for compensation, reimbursement or damages on\n               account of the loss of prospective profits or anticipated sales\n               or on account of expenditures, inventory, investments, leases or\n               commitments in connection with the business or goodwill of\n               Manufacturer or Purchaser. Termination shall not, however,\n               relieve either party of obligations incurred prior to the\n               termination.\n\n        8.8.   SURVIVAL OF CERTAIN TERMS. The provisions of Sections 3.2., 4.3.,\n               4.9., 4.13., 5, 7, 8, 9, 10, 11, 12, and 13 shall survive the\n               termination of this Agreement for any reason. All Licenses\n               executed under the provisions of Subsection 6.2. above prior to\n               termination of this Agreement shall survive the termination of\n               this Agreement for any reason. All other rights and obligations\n               of the parties shall cease upon termination of this Agreement.\n\n        9.     LIMITED LIABILITY TO PURCHASER AND OTHERS\n\n               MANUFACTURER'S LIABILITY ARISING OUT OF THIS AGREEMENT AND\/OR\n               SALE OF THE PRODUCTS SHALL BE LIMITED TO THE AMOUNT PAID BY\n               PURCHASER OR THE AMOUNT RECEIVED BY MANUFACTURER FOR THE\n               PRODUCTS. IN NO EVENT SHALL MANUFACTURER BE LIABLE FOR COSTS OF\n               PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE. IN NO EVENT SHALL ANY\n               PARTY BE LIABLE TO THE OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL,\n               CONSEQUENTIAL OR OTHER DAMAGES, HOWEVER CAUSED, WHETHER FOR\n               BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT\n               SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.\n\n        10.    PROPERTY RIGHTS AND CONFIDENTIALITY\n\n        10.1.  PROPERTY RIGHTS. Purchaser agrees that Manufacturer owns all\n               right, title, and interest in the product lines that include the\n               Products and in all of Manufacturer's patents, trademarks, trade\n               names, inventions, copyrights, know-how, and trade secrets\n               relating to the design, manufacture, operation or service of the\n               Products.\n\n        10.2.  SALE CONVEYS NO RIGHT TO MANUFACTURE OR COPY. The Products are\n               offered for sale and are sold\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n               by Manufacturer subject in every case to the condition that such\n               sale does not convey any license. expressly or by implication, to\n               manufacture, duplicate or otherwise copy or reproduce any of the\n               Products except as provided by agreement between ATML and Com21\n               regarding, a Hardware and Software Technology License. Purchaser\n               shall take appropriate steps with its customers, as Manufacturer\n               may request, to inform them of and assure compliance with the\n               restrictions contained in this Subsection 10.2.\n\n        10.3.  CONFIDENTIALITY. Purchaser acknowledges that by reason of its\n               relationship to Manufacturer hereunder it may have access to\n               certain information and materials concerning Manufacturer's\n               business, plans, customers, technology, and products that are\n               confidential and of substantial value to Manufacturer, which\n               value would be impaired if such information were disclosed to\n               third parties. Purchaser agrees that it will not use in any way\n               for its own account or the account of any third party, nor\n               disclose to any third party, any such confidential information\n               revealed to it by Manufacturer. Purchaser shall take every\n               reasonable precaution to protect the confidentiality of such\n               information. Upon request by Purchaser, Manufacturer shall advise\n               whether or not it considers any particular information or\n               materials to be confidential. Purchaser shall not publish any\n               technical description of the Products beyond the description\n               published by Manufacturer. In the event of termination of this\n               Agreement, there shall be no use or disclosure by Purchaser of\n               any confidential information of Manufacturer, and Purchaser shall\n               not manufacture or have manufactured any devices, components or\n               assemblies utilizing any of Manufacturer's confidential\n               information. Purchaser's obligations shall not apply to\n               information that: (i) is generally known to the public, or (ii)\n               was in Purchaser's possession or known by it prior to receipt\n               from Manufacturer, or (iii) was rightfully disclosed to Purchaser\n               by a third party without restriction, or (iv) was independently\n               developed by Purchaser without use of any confidential\n               information of Manufacturer.\n\n        11.    TRADEMARKS AND TRADE NAMES\n\n               11.1 USE. During the term of this Agreement, Purchaser shall have\n               the right to indicate to the public that its systems contain\n               Manufacturer's Products and to designate such Products under the\n               trademarks, marks, and trade names that Manufacturer may adopt\n               from time to time (\"Manufacturer's Trademarks\"). Purchaser shall\n               not alter or remove any Manufacturer's Trademark applied to the\n               Products at the factory. Except as set forth in this Section 11,\n               nothing contained in this Agreement shall grant to Purchaser any\n               right, title or interest in Manufacturer's Trademarks. At no time\n               during or after the term of this Agreement shall Purchaser\n               challenge or assist others to challenge Manufacturer's Trademarks\n               or the registration thereof or attempt to register any\n               trademarks, marks or trade names confusingly similar to those of\n               Manufacturer.\n\n        11.2.  APPROVAL OF REPRESENTATIONS. All representations of\n               Manufacturer's Trademarks that Purchaser intends to use shall\n               first be submitted to Manufacturer for approval (which shall not\n               be unreasonably withheld) of design, color, and other details or\n               shall be exact copies of those used by Manufacturer.\n\n        12.    PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY\n\n        12.1.  INDEMNIFICATION. Purchaser agrees that Manufacturer has the right\n               to defend, or at its option to settle, and Manufacturer agrees,\n               at its own expense, to defend or at its option to settle, any\n               claim, suit or proceeding brought against Purchaser or its\n               customer on the issue of infringement of any United States\n               patent, copyright or trademark by the Products sold hereunder or\n               the use thereof, subject to the limitations hereinafter set\n               forth. Manufacturer shall have sole control of any such action or\n               settlement negotiations, and Manufacturer agrees to pay, subject\n               to the limitations hereinafter set forth, any final judgment or\n               settlement entered against Purchaser or its customer on such\n               issue in any such suit or proceeding defended by Manufacturer.\n               Purchaser agrees that Manufacturer at its sole option shall be\n               relieved of the foregoing obligations unless Purchaser or its\n               customer notifies Manufacturer promptly in writing of such claim,\n               suit or proceeding and gives Manufacturer authority to proceed as\n               contemplated herein, and, at Manufacturer's expense, gives\n               Manufacturer proper and full information and assistance to settle\n               and\/or defend any such claim, suit or proceeding. If the\n               Products, or any part thereof, are, or in the opinion of\n               Manufacturer may\n\n\n\n\n\n\n               become, the subject of any claim, suit or proceeding for\n               infringement of any United States patent, copyright or trademark,\n               or if it is adjudicatively determined that the Products, or any\n               part thereof, infringe any United States patent, copyright or\n               trademark, or if the sale or use of the Products, or any part\n               thereof, is, as a result, enjoined, then Manufacturer may, at its\n               option and expense either: (i) procure for Purchaser and its\n               customers the right under Such patent, copyright or trademark to\n               sell or use, as appropriate, the Products or such part thereof;\n               or (ii) replace the Products, or part thereof, with other\n               suitable Products or parts of equivalent performance or\n               functionality; or (iii) suitably modify the Products, or part\n               thereof while maintaining equivalent performance and\n               functionality; or (iv) if the use of the Products, or part\n               thereof, evented by injunction, remove the Products, or part\n               thereof, and refund the aggregate payments paid therefor by\n               Purchaser, less a reasonable sum for use and damage. Manufacturer\n               shall not be liable for any costs or expenses incurred without\n               its prior written authorization.\n\n        12.2.  LIMITATION. Notwithstanding the provisions of Subsection 12.1.\n               above, Manufacturer assumes no liability for (i) infringements\n               covering completed equipment or any assembly, circuit,\n               combination, method or process in which any of the Products may\n               be used but not covering the Products when used alone; (ii)\n               trademark infringements involving any marking or branding not\n               applied by Manufacturer or involving any marking or branding\n               applied at the request of Purchaser; or (iii) infringements\n               involving the modification or servicing of the Products, or any\n               part thereof, unless such modification or servicing was done by\n               Manufacturer.\n\n        12.3.  ENTIRE LIABILITY. The foregoing provisions of this Section 12\n               state the entire liability and obligations of Manufacturer and\n               the exclusive remedy of Purchaser and its customers, with respect\n               to any alleged infringement of patents, copyrights, trademarks or\n               other intellectual property rights by the Products or any part\n               thereof.\n\n        13.    GENERAL PROVISIONS\n\n        13.1.  INDEPENDENT CONTRACTORS. The relationship of Manufacturer and\n               Purchaser established by this Agreement is that of independent\n               contractors and nothing contained in this Agreement shall be\n               construed to (i) give either party the power to direct and\n               control the day-to-day activities of the other, (ii) constitute\n               the parties as partners, joint venturers, co-owners or otherwise\n               as participants in a joint or common undertaking, or (iii) allow\n               Purchaser to create or assume any obligation on behalf of\n               Manufacturer for any purpose whatsoever. All financial\n               obligations associated with Purchaser's business are the sole\n               responsibility of the Purchaser. All sales and other agreements\n               between Purchaser and its customers are Purchaser's exclusive\n               responsibility and shall have no effect on Purchaser's\n               obligations under this Agreement. Purchaser shall be solely\n               responsible for, and shall indemnify and hold Manufacturer free\n               and harmless from, any and all claims, damages or lawsuits\n               (including, Manufacturer attorneys' fees) arising out of the acts\n               of Purchaser, its employees or its agents.\n\n        13.2.  GOVERNING LAW AND JURISDICTION. This Agreement shall be covered\n               by and construed under the laws of the State of California,\n               U.S.A., except that perfection of the title reserved by\n               Manufacturer in Subsection 4.13. above shall be governed by the\n               laws of Purchaser's jurisdiction. The federal and state courts\n               within the State of California, U.S.A., shall have exclusive\n               jurisdiction to adjudicate any dispute arising out of this\n               Agreement. Purchaser hereby expressly consents to (1) the\n               personal jurisdiction of the federal and state courts within\n               California, (ii) service of process being effected upon it by\n               registered mail sent to the address set forth at the beginning of\n               this Agreement, and (iii) the uncontested enforcement of a final\n               judgment from such court in any other jurisdiction wherein\n               Purchaser or any of its assets are present.\n\n        13.3.  ENTIRE AGREEMENT. This Agreement sets forth the entire agreement\n               and understanding of the parties relating to the subject matter\n               herein and merges all prior discussions between them. No\n               modification of or amendment to this Agreement, nor any waiver of\n               any rights under this Agreement, shall be effective unless in\n               writing signed by the party to be charged.\n\n        13.4.  NOTICES. Any notice required or permitted by this Agreement shall\n               be in writing and shall be sent\n\n\n\n\n\n\n               by prepaid registered or certified mail, return receipt\n               requested, addressed to the other party at the address shown at\n               the beginning of this Agreement or at such other address for\n               which such party gives notice hereunder. Such notice shall be\n               deemed to have been given three (3) days after deposit in the\n               mail.\n\n        13.5.  FORCE MAJEURE. Nonperformance of either party shall be excused to\n               the extent that performance is rendered impossible by strike,\n               fire, flood, governmental acts or orders or restrictions, failure\n               of suppliers, or any other reason where failure to perform is\n               beyond the reasonable control of and is not caused by the\n               negligence of the nonperforming party.\n\n        13.6.  NONASSIGNABILITY AND BINDING EFFECT. A mutually agreed\n               consideration for Manufacturer's entering into this Agreement is\n               the reputation, business standing, and goodwill already honored\n               and enjoyed by Purchaser under its present ownership, and,\n               accordingly, Purchaser agrees that its rights and obligations\n               under this Agreement may not be transferred or assigned directly\n               or indirectly without the prior written consent of Manufacturer\n               provided that purchaser's assignment to an acquiror of all or\n               substantially all of Purchaser's stock, assets or business shall\n               not require Manufacturer's consent. Subject to the foregoing\n               sentence, this Agreement shall be binding upon and inure to the\n               benefit of the parties hereto and their successors and assigns.\n\n        13.7.  LEGAL EXPENSES. The prevailing, party in any legal action brought\n               by one party against the other and arising out of this Agreement\n               shall be entitled, in addition to any other rights and remedies\n               it may have, to reimbursement for its expenses, including court\n               costs and reasonable attorneys' fees.\n\n        13.8.  COUNTERPARTS. This Agreement may be executed in two or more\n               counterparts, each of which shall be deemed an original and all\n               of which together shall constitute one instrument.\n\nAdvanced Telecommunications Modules, Inc.          Com21, Inc.\n\nBy:                                                By:\n\nTitle:                                             Title:\n\n\n\n\n\n\n\n\n                                    EXHIBIT A\n               PRODUCT DESCRIPTION AND MINIMUM PURCHASE COMMITMENT\n\n\nSTANDARD PRODUCTS\n\nPRODUCTION                   DESCRIPTION\n\nVM1000                Virata Switch Base\nVM2100                4XATM25 Switch Adapter\nVM2200                2XATN155 UPT-5 Switch Adapter\nVM3200                2XATMI55 MMF Switch Adapter\nVM8100                Ethernet Switch Adapter\n\nSPECIAL PRODUCTS\n\nPRODUCT NO.           DESCRIPTION\n\nVM1000SP              Virata Switch Base Motherboard\n\n\n\n\n\n\nMINIMUM PURCHASE COMMITMENT\n\nPRODUCT NO.           MINIMUM PURCHASE\n\nVM1000                [*]\nVM1000SP              [*]                                         \n                                                               \nVM2100                [*]                                         \nVM2200                [*]                                         \nVM3200                [*]                                         \nVM8100                [*]                                         \n\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n                                    EXHIBIT B\n                             PRODUCT PURCHASE PRICE\n\nSTANDARD PRODUCTS\n\n\n\nPRODUCT NO.           QUANTITY                               PURCHASER'S DISCOUNT OFF LIST PRICE\n-----------           --------                               -----------------------------------\n                      (OVER 360 DAY PERIOD)\n                                                           \nVM1000                [*]                                       [*]       \n                                                                [*]       \nVM2100                [*]                                       [*]       \n                                                                [*]       \nVM2200                [*]                                       [*]       \n                                                                [*]       \nVM3200                [*]                                       [*]       \n                                                                [*]       \nVM8100                [*]                                       [*]       \n                                                                       \n\n\nSPECIAL PRODUCTS\n\n\n\nPRODUCT NO.     QUANTITY                      PURCHASER'S DISCOUNT\n-----------     --------                      --------------------\n                                        \nVM1000SP        [*]                           [*]                                                                      \n                                                                                          \n                                                                                          \n                                                                                          \n\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n                                    EXHIBIT C\n                       MANUFACTURER'S CURRENT LIST PRICES\n\n\n\n<font size=\"2\">\nPRODUCT NO.           DESCRIPTION                               LIST PRICE\n-----------           -----------                               ----------\n                                                                 \nVL1000                Virata Link PC ISA, Adapter ATM25         $[*]\nVL2000                Virata Link PC PCI Adapter, ATM 25        $[*]\nVM1000                Virata Switch Base                        $[*]\nVM2100                4XATM25 Switch Adapter                    $[*]\nVM2200                2XATMI55 UPT-5 Switch Adapter             $[*]\nVM3200                2XATM155 MMF Switch Adapter               $[*]\nVM8100                Ethernet Switch Adapter                   $[*]\nVS3200                Virata Store 8 GB 155mbs MNM Server       $[*]\n<\/font>\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n                                    EXHIBIT D\n                       SPARE PARTS LIST AND PRICE SCHEDULE\n\n\n\n\nDESCRIPTION               QUANTITY                         LIST PRICE\n-----------               --------                         ----------\n                                                          (PER DEVICE)\n                                                    \nQuark Chip            [*]                                     [*]\n                      [*]                                     [*]\nGluon Chip            [*]                                     [*]\n                      [*]                                     [*]\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n                                    EXHIBIT E\n                                  INITIAL ORDER\n\nUpon execution of this Agreement, Purchaser shall deliver to Manufacturer a\nwritten, noncancelable purchase order for the following quantities of Products:\n\n\n\nProduct                           Quantity\n-------                           --------\n                               \nVM1000 - Virata Switch Base         [*]\nQuark Chip                          [*]\nGluon Chip                          [*]\n\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n                                    EXHIBIT F\n                                SOFTWARE LICENSE\n\n                   ADVANCED TELECOMMUNICATIONS MODULES LIMITED\n                            END-USER SOFTWARE LICENSE\n                                  REVISION 1.0\n\nPLEASE READ THIS LICENSE CAREFULLY BEFORE OPENING THE PACKAGE OR USING THE\nSOFTWARE. BY OPENING THE PACKAGE OR USING THE SOFTWARE, YOU ARE AGREEING TO BE\nBOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS\nLICENSE, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT\nAND YOUR MONEY WILL BE REFUNDED. ADVANCED TELECOMMUNICATIONS MODULES LIMITED\n(ATML) SOFTWARE IS LICENSED NOT SOLD.\n\nFOR THE LIMITED WARRANTY PERTAINING TO THIS PRODUCT, PLEASE REFER TO THE\nWARRANTY LEAFLET INCLUDED WITH THIS PACKAGE.\n\n1. LICENSE. The application, demonstration, system and other software\naccompanying this License, whether on disk, in read-only memory, or on any other\nmedia (the \"ATML Software\"), and the related documentation are licensed to you\nby Advanced Telecommunications Modules Limited (ATML). You own the medium on\nwhich the ATML Software are recorded, but ATML and\/or ATML's licensor(s) retain\ntitle to the ATML Software and related documentation. The License allows you to\nuse the ATML Software on a single ATML product and only make one copy of the\nATML Software in machine-readable form only for backup purposes. You must\nreproduce, on such copy, the ATML copyright notice and any other proprietary\nlegends that were on the original copy of the ATML Software. You may also\ntransfer all your license rights in the ATML Software, the backup copy of the\nATML Software, the related documentation, and a copy of this License to another\nparty, provided the other party reads and agrees to accept the terms and\nconditions of this License.\n\n2. RESTRICTIONS. The ATML Software contains copyrighted material, trade secrets,\nand other proprietary material. In order to protect them, and except as\npermitted by applicable legislation, you may not decompile, reverse engineer,\ndisassemble, or otherwise reduce the ATML Software to a human-perceivable form:\ncopy, modify, network, rent, lease, loan, or distribute the ATML Software: or\ncreate derivative works based upon the ATML Software in whole or part. You may\nnot electronically transmit the ATML Software from one computer to another or\nover a network.\n\n3. TERMINATIONS. This License is effective until terminated. You may terminate\nthe License at any time by destroying the ATML Software, related documentation\nand all copies thereof. This License will terminate immediately without notice\nfrom ATML if you fail to comply with any provision of this License. Upon\ntermination you must destroy the ATML Software, exclusions in this License\nAgreement and shall have no right to any refund of any amount paid for the ATML\nSoftware. No termination shall release you from liability for any breach of this\nLicense Agreement.\n\n4. EXPORT LAW ASSURANCE. You agree and certify that neither the ATML Software\nnor any other technical data received from ATML, nor the direct product thereof,\nwill be shipped, transferred, or exported, directly or indirectly, to any\ncountry in violation of any applicable law, including the United States Export\nAdministration Act and the regulations thereunder.\n\n5. CONTROLLING LAW AND SEVERABILITY. This License shall be governed by and\nconstrued in accordance with the laws of England. If for any reason a court of\ncompetent jurisdictions finds any provision of this License, or portion thereof,\nto be unenforceable, that provision of the License shall be enforced to the\nmaximum extent permissible so as to effect the intent of the parties, and the\nremainder of this License shall continue in full force and effect.\n\n6. ACKNOWLEDGMENT. You acknowledge that you have read this License Agreement,\nunderstand it, and agree to be bound by its terms and conditions. You also agree\nthat the License agreement is the complete and exclusive statement of agreement\nbetween the parties and supersedes all proposals or prior agreements, oral or\nwritten, and any\n\n\n\n\n\n\nother communications between the parties relating to the subject matter of the\nLicense Agreement. No amendment to or modification of this License will be\nbinding unless in writing and signed by a duly authorized representative of\nATML.\n\n\n\n                                       2.\n\n\n\n\n\n                                    EXHIBIT G\n                                    TERRITORY\n\n\nThe World\n\n\n\n\n\n\n\n\n                                    EXHIBIT H\n                                  F.O.B. POINT\n\n\n                              GSS\/Array Technology\n                                6835 Via Del Oro\n                                   San Jose CA\n                                   95119-1315\n\n                               408-229-6100 Phone\n                                408-362-3111 Fax\n\n\n\n\n\n\n\n\n                                    EXHIBIT I\n                 MANUFACTURER'S STANDARD PRODUCT WARRANTY PERIOD\n\n        ATM Network Adapters                  [*]\n\n        ATM Switches                          [*]\n\n        Spare parts and spare kits            [*]\n\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n\n\n\n                                    EXHIBIT J\n                         ADVANCE NOTIFICATION AGREEMENT\n\nManufacturer agrees to notify Purchaser in writing, ninety (90) days in advance\nof shipments to Purchaser, any form, fit, or functional changes to products\nprocured by Purchaser. In the event a critical situation occurs which forces a\nchange to occur within the ninety (90) day notification period, Purchaser will\nalso be provided with immediate notification.\n\nFurthermore, Manufacturer agrees to provide Purchaser with the option to\nevaluate potential changes which affect form, fit, or function, in advance of\nforecasted or requested shipments to Purchaser. If the changes are deemed\nunacceptable to Purchaser, upon written notification, Manufacturer will supply\nPurchaser with up to six months of the forecasted requirements at the previous\nconfiguration before making the proposed change. If the Manufacturer is not able\nto provide the previous configuration, manufacturer will\n\ni.      accommodate the requirements of the Purchaser in the changed\n        configuration, or\n\nii.     collaborate with, and assist the Purchaser in making changes to\n        Purchaser's product to accommodate changes, or\n\niii.    provide end of life products per agreement.\n\nIf Purchaser does not provide a written request to evaluate the potential\nchanges within ten (10) working days of notification by Manufacturer,\nManufacturer is not obligated to supply Purchaser with the previous\nconfiguration.\n\n\n                                       1.\n\n\n\n\n\n\n                     ADVANCED TELECOMMUNICATIONS MODULES INC.\n               (HEREIN ATMI) STANDARD TERMS AND CONDITIONS OF SALE\n\n\n1       TERMS OF SALE THE TERMS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONS\n        MADE AND PURCHASE ORDERS ENTERED INTO BY THE SELLER, WHETHER IN\n        DOCUMENTARY FORM OR TRANSMITTED BY ELECTRONIC MEANS. SOME OF THE TERMS\n        SET OUT HERE MAY DIFFER FROM THOSE IN BUYERS PURCHASE ORDER AND SOME MAY\n        BE NEW. SELLERS ACCEPTANCE IS CONDITIONAL ON BUYERS ASSENT TO THE TERMS\n        SET OUT HERE IN LIEU OF THOSE IN BUYER'S PURCHASE ORDER. SELLER'S\n        FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM\n        BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THIS ACCEPTANCE.\n        ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO\n        IN WRITING BY AN OFFICER OR MANAGER OF THE SELLER BEFORE BECOMING\n        BINDING ON EITHER THE SELLER OR THE BUYER. All orders or contracts must\n        be approved and accepted by the seller at its home office. These terms\n        shall be applicable whether or not they are attached to or enclosed with\n        the product to be sold hereunder. No shipments will be made until a\n        signed Purchase Order or other appropriate document is received by\n        Seller. These terms do not apply to the licensing of software products\n        offered by the Seller. Such products are made available only under the\n        terms of Seller's standard software license terms.\n\n2       TAXES Unless otherwise specifically provided herein, the amount of any\n        present or future sales, revenue, excise or other tax to the product\n        covered by this order or the manufacture or sale thereof, shall be added\n        to the purchase price and shall be paid by the Buyer, or in lieu thereof\n        the Buyer shall provide the Seller with a tax exemption certificate\n        acceptance to the taxing authorities. In the event Seller is required to\n        pay any such tax, fee or charge at the time of Sale or thereafter, the\n        Buyer shall reimburse Seller therefor.\n\n3       ORDERS Buyers shall supply Seller with a letter or purchase order on\n        company letter head. Buyer's orders should state desired shipping date,\n        but Seller is under no obligation to meet Buyer's expected delivery date\n        Orders placed by Buyer and acknowledged by Seller will be subject to the\n        terms listed below in the payment section. No purchase order shall be\n        binding until accepted by Seller in writing\n\n4       SHIPMENT Unless otherwise specified on the face hereof, shipments of\n        goods within and outside the U.S. shall be delivered FOB Seller's dock,\n        and title and liability for loss or damage thereto shall pass to Buyer\n        upon Seller's tender of delivery of the goods to carrier for shipment to\n        Buyer, and any loss or damage thereafter shall not retrieve Buyer of any\n        obligation hereunder. Buyer shall reimburse Seller for taxes and any\n        other expenses incurred for licenses for clearance required at port of\n        entry and destination. Seller may deliver the good in installments.\n        Unless otherwise agreed, all items shall be packed in accordance with\n        Seller's normal practices. Buyer shall pay the per unit carriage and\n        insurance amount attributable to each product, as specified in Seller's\n        Price List in effect at the time of this Acknowledgment.\n\n5       PAYMENT\n        (a)    Unless otherwise agreed all invoices are due and payable thirty\n               (30) days from date of invoice. No discounts are authorized.\n               Shipments, deliveries and performance of work shall at all times\n               be subject to the approval of the Seller's credit department and\n               the Seller may at any time decline to make any shipments or\n               deliveries or perform any work except upon receipt of payment or\n               upon terms and conditions or security satisfactory to such\n               department.\n\n        (b)    If, in the judgment of the Seller, the financial condition of the\n               Buyer at any time does not justify continuation of production or\n               shipment on the terms of payment originally specified, the Seller\n               may require full or partial payment, in advance, and, in the\n               event of the bankruptcy or insolvency of the Buyer or in the\n               event any proceeding is brought by or against the Buyer under the\n               bankruptcy or insolvency laws, the Seller shall be entitled to\n               cancel any order then outstanding and shall receive reimbursement\n               for its cancellation charges.\n\n\n                                       2.\n\n\n\n\n\n\n\n        (c)    Each shipment shall be considered a separate and independent\n               transaction, and payment therefor shall be made accordingly. If\n               shipments are delayed by the Buyer, payment shall become due on\n               the date when the Seller is prepared to make shipment. If the\n               work covered by the purchase order is delayed by the Buyer,\n               payments shall be made based on the purchase price and the\n               percentage of completion. Products held for the Buyer shall be at\n               the risk and expense of the Buyer.\n\n        (d)    Customer grants and ATMI retains a purchase money security\n               interest in each Product furnished hereunder and any proceeds\n               thereof, until the full purchase thereof shall have been paid in\n               full.\n\n6 SHIPPING DATES All shipping dates are estimates only and are dependent upon\nprompt receipt of the necessary information from Buyer. Shipments may be made in\ninstallments. Seller shall be excused from performance and shall not be liable\nfor any delivery or for non delivery, in whole or in part, caused by the\noccurrence of any contingency beyond the reasonable control of Seller, including\nbut not limited to war (whether an actual declaration thereof is made), sabotage\nor other act or civil disobedience, judicial action, labor dispute, accident,\ndefaults of suppliers, fire, act of God, shortage of labor, fuel, raw materials\nor machinery or technical or yield failure where Seller has exercised ordinary\ncare in the prevention thereof. Seller may at its sole discretion allocate\nproduction and delivery among Seller's customers.\n\n7       RESCHEDULING\/CANCELLATION\n\n        (a)    No delivery delay requested by Buyer on an order placed will be\n               effective unless covered by an amendment to the order that\n               provides for the payment of any agreed upon costs the delay\n               imposes on Seller and that it is signed by a duly authorized\n               representative of Seller.\n\n        (b)    Products returned for convenience of Buyer if accepted by Seller\n               shall be subject to a restocking fee.\n\n        (c)    Buyer may not cancel or reschedule any order scheduled for\n               delivery within thirty (30) days\n\n        (d)    A cancellation charge shall be assessed to Buyer on order for\n               standard ATMI products which are canceled within sixty (60) days\n               of the scheduled delivery date. The amount of such charge shall\n               be based on the quantity canceled and the time remaining.\n\n\n\n                                       3.\n\n\n\n\n\n\n\nADVANCED                                 Advanced Telecommunications Modules Inc\nTELECOMMUNICATIONS                                         1130 E. Arques Avenue\nMODULES                                                      Sunnyvale, CA 94086\n                                                                 Ph 408 523 1400\n                                                                 Fx 408 523 1410\n\nJune 12, 1996\n\nCom21, Inc\n1991 Landings Drive\nMountain View, CA 94043\n\nDear Sir:\n\nINTERNATIONAL OEM AGREEMENT\n\n\nWe refer to the above agreement entered into between us on 7th March 1996\n(\"Agreement\").\n\nWe have discussed certain provisions of the Agreement and agreed that certain\nchanges and additions, as set out in this letter will be made to the Agreement.\nThis letter sets out the terms of our agreement as follows:\n\n1.      Defined terms in the Agreement shall have the same meaning in this\n        letter.\n\n2.      Clause 6.1 of the Agreement shall be amended by:\n\n2.1     the deletion of the words \"an exclusive\" in the first line of that\n        clause and the insertion, in the same place, of the words \"a non\n        exclusive\"; and\n\n2.2     the deletion of the words \"Exhibit H\" in the fourth line of that clause\n        and the insertion in the same place, of the words \"Exhibit G\"\n\n        such that Clause 6.1 shall, from the date of the letter be deemed to\n        read:\n\n        6.1     License to purchaser. Manufacturer hereby grants to Purchaser a\n                non exclusive (except for the usage rights reserved to\n                Manufacturer),royalty-free, fully paid license to use,\n                distribute, demonstrate and sub-license the object code of the\n                Software in the Territory specified in Exhibit G attached hereto\n                in carrying out the Purchaser's obligations under the provisions\n                of this Agreement. The license shall terminate on the\n                termination of this Agreement for any reason.\n\n3.      COM21 hereby unconditionally and irrevocably waives any claim that it\n        has or which it may have as a result of any breach of Clause 6.1 which\n        may have occurred prior to the date of this letter.\n\n4.      ATM Inc. will not, for a period of two years from the date of this\n        letter manufacture for sale cable modem head-end devices.\n\n5.      ATM Inc. will not from the date of your acceptance of the terms of the\n        letter, convey to any other party COM21 technology information or COM21\n        product features that ATM Inc. learns during the course of doing\n        business with COM21 unless such information is or falls into the public\n        domain (other than in breach of the terms of this letter or any other\n        confidentiality agreement between us).\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n                                       4.\n\n\n\n\n\n\n\n6.      The remaining terms in the Agreement, including for the avoidance of\n        doubt Clause 10, shall remain in full force and effect and shall remain\n        binding obligations of ATM Inc. and COM21 in accordance with their\n        terms.\n\n7.      This letter shall be covered by and construed under the laws of the\n        State of California, USA. The federal and state courts within the State\n        of California shall have exclusive jurisdiction to adjudicate any\n        dispute arising out of this letter. COM21 expressly consents to (1) the\n        personal jurisdiction of the federal and state courts within California,\n        (ii) service of process being effected upon it by registered mail sent\n        to the address set forth at the beginning of this letter, and (iii) the\n        uncontested enforcement of a final judgement from such court in any\n        other jurisdiction wherein COM21 or any of its assets are present.\n\nWe should be grateful if you could indicate your acceptance of the above terms\nby signing and returning the enclosed copy letter to us.\n\nYours faithfully\n\n\n\n---------------------------------------\nfor and on behalf\nATM Inc.\n\n\nWe hereby and agree to and accept the terms of this letter.\n\n-----------------------------------\nFor and on behalf of COM21, Inc.\n\n\n----------------------\nDate\n\n\n\n                                       5.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42376","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42376","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=42376"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42376"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42376"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42376"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}