{"id":42515,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/manufacturing-license-agreement-himachal-futuristic2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"manufacturing-license-agreement-himachal-futuristic2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/manufacturing-license-agreement-himachal-futuristic2.html","title":{"rendered":"Manufacturing License Agreement &#8211; Himachal Futuristic Communications Ltd. and UTStarcom Inc."},"content":{"rendered":"<pre>\n                         MANUFACTURING LICENSE AGREEMENT\n\nTHIS AGREEMENT DATED THIS           DAY OF           1999 IS MADE\n\nBETWEEN:\n\nHIMACHAL FUTURISTIC COMMUNICATIONS LTD, a company incorporated under the\nCompanies Act, 1956, having its principal office at No. 8, Commercial Complex\nMasjid Moth, Greater Kailash II, New Delhi 110048, India (hereinafter referred\nto as 'HFCL'), which expression shall unless repugnant to the context or meaning\nhereof, mean and include its successors and permitted assigns of the one Part;\n\nAND\n\nUTSTARCOM, INC. a company established under laws of Delaware in the United\nStates of America, having its principal office at 1275 Harbor Bay Parkway, Suite\n100, Alameda, California 94502, USA (hereinafter referred to as 'UTStarcom'),\nwhich expression shall unless repugnant to the context or meaning hereof, mean\nand include its successors and permitted assigns of the other Part.\n\nHFCL and UTStarcom are hereinafter collectively referred to as the 'Parties',\nand individually as a 'Party'.\n\nWHEREAS:\n\nA.   UTStarcom designs, develops, manufactures, markets and sells digital loop\n     carriers, including the Product, (hereinafter defined);\n\nB.   HFCL is in the business of manufacturing and supplying telecommunications\n     equipment and wishes to manufacture and distribute the Product;\n\nC.   HFCL wishes to offer the Product as part of its bid in response to a tender\n     which the Department of Telecommunications (the 'DOT') has issued for\n     Tender No. [*] dated 9th July 1999 for the supply of [*] (the 'Tender').\n\nD.   HFCL wishes to obtain from UTStarcom a license to manufacture and sell the\n     Product in India to DOT pursuant to the award by DOT to HFCL of the Tender;\n\nE.   UTStarcom is willing to license to HFCL the right to manufacture the\n     Product in India for sale in India to DOT pursuant to the award by DOT to\n     HFCL of the Tender;\n\nF.   HFCL has explained to UTStarcom the need to manufacture the Product [*]\n     in order to be competitive; and\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\nG.   The Parties intend that with respect to manufacturing the Product [*] HFCL\n     will require to obtain components and material from local sources and other\n     direct sources wherever possible.\n\nFor valuable consideration, including the mutual promises contained in this\nAgreement, the Parties agree to the following terms and conditions:\n\n1.   DEFINITIONS\n\nUnless the context otherwise requires, the following expressions shall have the\nfollowing respective meanings, and terms defined in the text of this Agreement\nshall have the meanings respectively indicated:\n\n1.1. 'AGREEMENT' shall mean this Agreement between HFCL and UTStarcom including\nany and all appendices attached to this Agreement.\n\n1.2. 'EFFECTIVE DATE' mean the later of:\n\n     (A) the date of this Agreement, and\n\n     (B) the date on which all consents, licenses, permits and approvals of any\nrelevant governmental or non-governmental agency or body necessary or\nrecommended by counsel to consummate the transactions contemplated in this\nAgreement have been obtained, released or issued, as the case may be.\n\n1.3. 'IMPROVEMENTS' means:\n\n     (a) all information, of a nature similar to the Technical Information, that\nUTStarcom acquires or puts into use during the term of this Agreement for\npurposes of manufacturing the Product ('UTStarcom Improvements'); and\n\n     (b) all information of a nature similar to the Technical Information that\nHFCL devises or develops in connection with or for purposes of manufacturing the\nProduct including improvements in terms of Section 6.8 below ('HFCL\nImprovements').\n\n1.4. 'PRODUCT' means the [*] as more fully described in Exhibit A.\n\n1.5. 'TECHNICAL INFORMATION' means such designs, drawings, specifications and\nother information that UTStarcom uses for the purposes of manufacturing the\nProduct, including written documentation and unwritten know-how used by\nUTStarcom in the assembly, manufacture, testing, sale, use and maintenance of\nthe Product, as more fully described in Exhibit B.\n\n1.6. 'TERRITORY' shall mean [*].\n\n2.   TECHNICAL INFORMATION\n\n2.1. UTStarcom shall, on a time scale mutually agreed by the Parties and\ncommensurate with the reasonable requirements of HFCL in that behalf, within [*]\nof signing this agreement, begin to supply to HFCL such Technical Information as\nis reasonable in the opinion of UTStarcom necessary to enable HFCL to assemble\nthe Product at HFCL's plant(s)\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\nin the Territory. Both HFCL and UTStarcom will work together to complete the\ntransfer of Technical Information in a timely manner.\n\n2.2. UTStarcom shall not be obliged to make any alterations to any document,\nextract or copy which it supplies hereunder as part of the Technical Information\nor in relation to any UTStarcom Improvement.\n\n2.3. HFCL shall use the Technical Information, know-how and UTStarcom\nImprovements only for the manufacture of the Product and only pursuant to award\nof the Tender to HFCL by DOT, at the manufacturing plant of HFCL in the\nTerritory and shall not use any Technical Information, know-how or UTStarcom\nImprovements in any manner or for any other purpose not expressly authorized by\nthis Agreement. HFCL shall not part with or dispose of, whether by sale,\ntransfer, gift or other disposition, any Technical Information, know-how or\nUTStarcom Improvements except as expressly and previously permitted by UTStarcom\nin writing.\n\n2.4. In the event that [*] deficiency, inaccuracy, error or other defect \nshall [*] become apparent in any Technical Information so supplied by \nUTStarcom, UTStarcom shall, upon receiving a written request from HFCL, \npromptly use all reasonable endeavors to make and supply the appropriate \ncorrections.\n\n2.5. If, within [*].\n\n     (a) of executing this Agreement; the DOT has not awarded HFCL the contract\nto supply products pursuant to the Tender; and\n\n     (b) from the date of being awarded the contract to supply products pursuant\nto the Tender, HFCL does not commence the manufacturing of the Product;\n\nthen UTStarcom shall have the right to deem this Agreement terminated, effective\nupon UTStarcom giving written notice to HFCL. Upon receiving such notice, HFCL\nshall, in addition to its obligations and liabilities under Sections 12.3, 12.4\nand 12.6 of this Agreement and its obligation to pay the technology license fee\nin accordance with the terms of this Agreement, cease using and shall have no\nright to use any of the Technical Information, know-how and UTStarcom\nImprovements.\n\n2.6. Notwithstanding Section 2.5(b), UTStarcom may in its absolute discretion\nallow HFCL a reasonable extension to commence manufacturing the Product of up to\n[*] term if the failure to start manufacturing the Product arises from a force\nmajeure or is substantially caused by UTStarcom's failure to provide the\nTechnical Information in a timely manner, unless such failure on the part of\nUTStarcom is attributable to an act or omission of HFCL or is directly caused by\nany reason substantially attributable to the DOT.\n\n2.7. The Parties acknowledge that except as specifically licensed to HFCL under\nthis Agreement, UTStarcom owns or has licenses to, to the exclusion of HFCL, all\nrights, title and interest in the Technical Information, UTStarcom Improvements\nand the Product, as they exist now and as they may exist in the future, and in\nall related know-how and all software that may be provided by UTStarcom as part\nof or in connection with the Technical Information, know how or UTStarcom\nImprovements for the manufacture of the Product. HFCL warrants that its use of\nany of the Technical Information, know-how or UTStarcom Improvements for\nmanufacture of the Product shall not directly or indirectly create in or for\nHFCL any right, title or interest in such Technical Information, know-how or\nUTStarcom Improvements, except as expressly specified in this Agreement.\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n3. IMPROVEMENTS.\n\n3.1. For [*] after the Effective Date, subject to grant of appropriate export\nlicenses in the United Stated of America, UTStarcom shall supply HFCL with\nTechnical Information relating to UTStarcom Improvements that are actually\nincorporated by UTStarcom into the Product. Upon request and at the expense of\nHFCL, UTStarcom shall furnish engineering personnel to provide the know-how to\nallow HFCL to obtain the benefits of the UTStarcom Improvements, upon terms and\nconditions to be mutually agreed to in writing. All information contained in\nUTStarcom Improvements, including the related know-how, when provided pursuant\nto such mutual agreement, shall become a part of the Technical Information.\n\n3.2. Section 3.1 does not apply to [*] products or to [*] options, or [*]\nredesigns, modifications, enhancements or refinements to or for the Product.\n\n4.   TECHNICAL ASSISTANCE; QUALITY CONTROL; VISITS\n\n4.1. UTStarcom shall, at HFCL's request and prepayment of all applicable charges\nand expenses [*] and subject to the availability of UTStarcom personnel, take\nall reasonable steps to arrange for UTStarcom engineers and technicians, as\nappropriate, to work at the plant in India where HFCL will manufacture the\nProduct, to establish and bring into operation the manufacturing processes of\nthe Product and to train HFCL personnel, as may be required by HFCL in\nconnection with the execution of the Tender. UTStarcom shall determine in its\nsole discretion the number, identity and level of expertise of the personnel\nrequired to provide technical assistance to HFCL, and HFCL shall obtain all\nnecessary prior approvals, including all immigration permits and authorizations,\nfrom the Government of India for UTStarcom engineers and technicians to visit\nthe plant and shall pay UTStarcom in accordance with UTStarcom's standard\ncharges then in effect for such services.\n\n4.2. For the purpose of familiarizing HFCL's staff with the methods used by\nUTStarcom in relation to the manufacture of the Product, HFCL shall be entitled\nduring the first one year of this Agreement, on request, but in each case at a\ntime reasonably convenient to UTStarcom, and subject to payment of UTStarcom's\nstandard charges then in effect for such services, to send suitably qualified\nemployees of HFCL, not exceeding two in number, to UTStarcom's facilities for\nvisits not exceeding in the aggregate 30 man days per annum. HFCL shall be\nresponsible for all such employees [*] in connection therewith. HFCL shall\nindemnify UTStarcom from all damages, losses, claims and expenses of any nature\nwhatsoever arising from any deliberate act or omission of HFCL's personnel while\nwith UTStarcom for the purpose of such training. Additionally, HFCL shall cause\nall such personnel to execute and abide by any and all confidentiality\nagreements and other requirements that UTStarcom may reasonably request.\n\n4.3. All information communicated by UTStarcom to HFCL pursuant to Sections 4.1\nand 4.2 shall constitute Technical Information of UTStarcom and HFCL shall keep\nall such information confidential as is required by Article 5, whether or not\nelsewhere described and whether or not summarized in writing and given by\nUTStarcom to HFCL.\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n4.4. HFCL shall procure all necessary approvals, licenses, no objection\ncertificates, sanctions, permits, permissions, waivers, certificates, consents,\nand other such items from the concerned governmental authorities as are required\nunder law or reasonably recommended by UTStarcom's counsel, including as may be\nrequired under the Environmental Protection Act, Factories Act and other such\nlaws, to enable HFCL to manufacture the Product in accordance with this\nAgreement. In manufacturing the Product, HFCL shall observe all applicable laws\nin the Territory with respect to manufacturing, labeling and installation of the\nProduct.\n\n4.5. UTStarcom shall have the right, at its own cost and on reasonable prior\nnotice to HFCL, to inspect HFCL's premises and the premises of any of HFCL's\npermitted sub-contractors from time to time engaged in assembling or testing of\nthe Product or any parts or components of the Product, for purposes of reviewing\nthe quality of the HFCL's manufacturing process and of the end product. If at\nany time UTStarcom determines that HFCL's process or the end product does not\nconform to UTStarcom's requirements, it shall so inform HFCL. Upon receiving\nnotice of such non-conformance, HFCL shall take all steps required to cause its\nprocesses and the end products to conform to UTStarcom's requirements and\nprovide a written undertaking to UTStarcom of such compliance.\n\n4.6. HFCL undertakes to conform to UTStarcom's quality standards. In order to\nensure HFCL's compliance with UTStarcom's quality standards, qualitative\nspecifications, descriptions and directions specified by UTStarcom from time to\ntime, in relation to the manufacture of the Product. HFCL undertakes to\nmanufacture the Product in accordance with the Technical Information provided,\nthe applicable laws of the Territory and as per standards and procedures that\nare equivalent to that maintained by UTStarcom in its own manufacture of the\nProduct. HFCL shall make no change or alteration in the Product manufactured\nwithout the prior written consent of UTStarcom. UTStarcom reserves the right to\naccess into and inspect the premises of HFCL and of any subcontractors in order\nto ascertain that the quality of the Product meets UTStarcom's quality\nstandards. Upon request of UTStarcom or UTStarcom's designated agents, HFCL\nshall furnish UTStarcom with information and copies of documents necessary for\nUTStarcom to give UTStarcom assurance that the Product is manufactured using the\nTechnical Information and know-how in accordance with this Agreement and in\ncompliance with applicable laws.\n\n4.7. HFCL shall implement such information or regulations as UTStarcom consider\nnecessary to ensure conformity to UTStarcom's quality standards and to impose\ncorrective actions as deemed necessary.\n\n5.   CONFIDENTIALITY\n\n5.1. UTStarcom discloses the Technical Information, know-how and UTStarcom\nImprovements (in this Article collectively referred to as 'Confidential\nInformation') to HFCL pursuant to this Agreement solely on a confidential basis,\nconditioned upon HFCL not disclosing any portion of the Confidential Information\nto any third party, except to the extent such Confidential Information is needed\nby customers of HFCL for use, maintenance or repair of the Product. Disclosure\nof any Confidential Information to any officer, director, consultant or employee\nof HFCL for the manufacture of the Product will be on 'as needed basis' subject\nto the execution of a non-disclosure agreement with every such person. HFCL\nshall Use the Confidential Information only for the assembly, manufacture,\ntesting, repair, marketing, sale and\n\n                         HFCL and UTStarcom Confidential\n\n\n\nuse of the Product strictly in accordance with the terms of this Agreement and\nfor no other purpose.\n\n5.2. HFCL undertakes that it will keep the Confidential Information communicated\nto it by UTStarcom confidential.\n\n5.3.\n\nThe obligations of HFCL with respect to the Confidential Information shall not\napply to any information which,\n\n         (a) is already in HFCL's possession at the date of first communication\nby UTStarcom and HFCL can reasonably demonstrate that it was in its rightful\npossession at the date of first communication by UTStarcom;\n\n         (b) is now or, in the future becomes public knowledge otherwise than by\nreason of any breach of this Agreement by HFCL; or\n\n         (c) is received by HFCL from any other person in good faith, and who\nhas no restriction with respect to disclosing such Confidential Information.\n\n5.4. All documents and extracts comprising or containing Technical Information\nand Improvements, including the copyright therein (under the common law of the\nUnited States or otherwise), shall be and remain the property of UTStarcom, and\nHFCL shall not in any way reproduce such material.\n\n5.5. The provision of confidentiality shall remain into force for a period of\n[*] after expiration or termination of this Agreement.\n\n5.6. HFCL understands that disclosure of the Confidential Information may\nirreparably harm UTStarcom. In the event of breach or threatened breach of\nobligations pertaining to Confidential Information, UTStarcom shall be entitled\nto seek injunctive relief and any other remedy available at law or equity.\n\n6.   LICENSES\n\nIn consideration of the performance of the Parties respective obligations herein\n\n6.1. UTStarcom hereby grants to HFCL a [*] license to use the Technical\nInformation to assemble, manufacture, and test the Product in the Territory to\nDOT only sufficient to fulfill the requirements of the Tender.\n\n6.2. UTStarcom hereby grants to HFCL the [*] license to use, sell, lease,\ninstall, maintain and repair the Product in the Territory to DOT only sufficient\nto fulfill the requirements of the Tender.\n\n6.3. UTStarcom hereby grants to HFCL the license to assemble, manufacture, test,\nuse, sell, lease, install, maintain and repair, in accordance with Sections 6.1\nand 6.2, the Product under the Patents owned or controlled by UTStarcom and\nunder which the UTStarcom has the right to grant such a license.\n\n6.4. UTStarcom hereby grants to HFCL the license to print, copy and distribute\nUser Documentation in paper, electronic or CDROM media in the Territory to DOT\nonly sufficient to fulfill the requirements of the Tender.\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n6.5. To the extent any of the licenses described in Sections 6.1, 6.2 or 6.3\ninclude software of any nature, the right granted with respect to such software\nshall be a non-exclusive license solely with respect to the object code of such\nsoftware to sublicense such software only to DOT and only sufficient to fulfill\nthe requirements of the Tender for use with the Product in the Territory. In\ngranting this license to HFCL, UTStarcom does not in any way grant any ownership\ninterest in software referred to in Section 6.4 and does not grant any interest\nto utilize, discover or in any way obtain the source code or any human\nperceivable version of any such software. UTStarcom reserves all rights not\nexpressly granted under this Agreement by UTStarcom to HFCL.\n\n6.6. The license and rights granted as above in Sections 6.1, 6.2 and 6.3 shall\nat all times be subject to the terms and conditions of this Agreement, shall be\nlimited to the sole extent required for the purpose for which they are granted\nand shall remain in effect only as long as HFCL fully complies with the terms\nand conditions of this Agreement.\n\n6.7. Nothing in this Agreement or related to the relationship described in this\nAgreement shall in any way restrict UTStarcom from manufacturing, marketing,\ndistributing or selling or granting to any one else the right to manufacture,\nmaintain or sell, the Product in India or in any other country, whether or not\nthe product of any such other person shall come to be manufactured, sold or used\nin India.\n\n6.8. HFCL shall not, and shall require and ensure that DOT does not, reverse\ncompile, reverse engineer, reverse assemble or otherwise attempt in any way to\nobtain or create any source code or other humanly perceivable version of the\nsoftware. HFCL shall require its customers to enter into such sublicenses with\nits customers which shall include, among other things, provisions to safeguard\nand keep secret UTStarcom's know-how, Technical Information and all software and\nwhich shall contain such of the terms and conditions as may be agreed from time\nto time by UTStarcom and HFCL. In addition, HFCL shall supply or include\nUTStarcom's intellectual property notices in all copies made of all of UTStarcom\nsupplied software. HFCL shall at all times remain fully responsible and jointly\nand severally liable under this Agreement with respect to every breach of any\nterm of any sublicense granted to any HFCL customer and shall hold UTStarcom\nharmless and indemnified for every such breach or violation.\n\n6.9. HFCL shall inform UTStarcom immediately upon the creation of any perceived\nor actual modification, improvement or other change to the Product or to the\nTechnical Information conceived, developed, modeled or in any way worked on by\nHFCL or any agent, representative, contractor or employee of HFCL (an 'HFCL\nImprovement').\n\n6.10. HFCL hereby assigns, transfers and coveys to UTStarcom all rights, title\nand interest in every HFCL Improvement, and UTStarcom hereby grants to HFCL, and\nHFCL accepts, a license, identical in terms to the license that UTStarcom grants\nto HFCL pursuant to this Agreement with respect to the Technical Information, to\nall HFCL Improvements. HFCL shall take all such further acts and execute and\ndeliver to UTStarcom all such instruments as may be required, or reasonably\nrecommended by counsel, to perfect, register or enforce UTStarcom's ownership of\nthe rights conveyed under this Section 6.9 or to carry out the intent and\npurpose of this Agreement.\n\n6.11. Except as specifically permitted by this Agreement or in writing signed by\nUTStarcom, HFCL shall not, and shall not have the right to, utilize\nsub-contractors for the purposes of assembling or testing the Product.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n6.12. This Agreement does not grant any right to HFCL, and HFCL shall have no\nright, interest or title to use the trademark 'UTStarcom' or any other\ntrademark, trade name, design or logo of UTStarcom, except that HFCL may use the\nprinted and unstylized name, 'UTStarcom, Inc.' for the limited use required by\nSection 6.12. Furthermore, HFCL shall not use any trademark, trade name, design\nor logo that may be confusingly similar to any of the trademarks, trade names,\ndesigns or logos of UTStarcom, nor shall HFCL take any action that would in any\nway be detrimental to UTStarcom's rights and ownership in such trademarks, trade\nnames, designs and logos.\n\n6.13. HFCL shall include written notices in all advertising literature, sales\nbrochures and the like, as well as on the Product, to the affect that the\nProduct 'is manufactured under license from UTStarcom, Inc.'.\n\n7.   CONSIDERATION.\n\n7.1. HFCL shall purchase from UTStarcom all application specific integrated\ncircuits, (ASIC) or field programmable gate arrays (FPGAs) that HFCL\nincorporates into a Product, in accordance with the pricing in Exhibit 'A' and\nterms of Exhibit 'C.'\n\n7.2. HFCL shall obtain from UTStarcom a [*] license to utilize the network\nmanagement system software (the 'NMS') for every Product manufactured by HFCL,\nin accordance with the pricing in Exhibit 'A' and terms of Exhibit 'D'. It is\nexpressly agreed that HFCL will not, [*].\n\n7.3. HFCL shall be responsible for applying for and obtaining all approvals\nrequired for remitting to UTStarcom all payments to be made under this\nAgreement, including Reserve Bank of India approval, if required. HFCL shall use\nall reasonable diligence and expediency to obtain all required approvals for\nremitting to UTStarcom all payments to be made under this Agreement. If HFCL is\nunable to obtain any required approval including Reserve Bank of India for\nremitting payments to UTStarcom in terms of this Agreement or if such approval\nis not forthcoming within [*] of HFCL being awarded the Tender by DOT, then this\nAgreement shall terminate in terms of Section 12.2(f) and the provisions of\nSections 12.3, 12.4 and 12.7 shall apply.\n\n7.4. Within [*] of the end of each [*] during the term of this Agreement and\nthereafter for as long as permitted by the Reserve Bank of India or any other\nregulatory authority of India, HFCL shall deliver to UTStarcom a statement of\naccounting for all Product sales.\n\n7.5. HFCL shall make all payments under this Agreement [*] to UTStarcom for any\nreimbursement, contribution or indemnity. Notwithstanding its obligations\npursuant to the prior sentence, if any income or other similar tax is levied by\nthe Government of India upon:\n\n         (A) any fee or other amount to be paid by HFCL to UTStarcom; or\n\n         (B) UTStarcom with respect to any such fee or other amount, or\n\nif any tax is required by the Government of India to be paid by UTStarcom or\nwithheld by anyone paying to UTStarcom, whether as the result of any payment\nunder this Agreement or any characterization by the Government of India of any\npayment due under this Agreement,\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\nthen, [*].\n\n7.6. HFCL shall indemnify and hold UTStarcom harmless from any liability with\nrespect to any tax, including all taxes levied on this Agreement, duties, levies\nor other fees of any kind whatsoever, which become payable as a consequence of\nthis Agreement, inside the Territory.\n\n7.7. UTStarcom shall be responsible for taxes on its net income arising in the\nUnited States as a result of its providing the Technical Information and\nassistance in connection with this Agreement.\n\n7.8. The Parties acknowledge that all payments set forth in this Agreement are\nnot based entirely upon the trade secret nature of the Technical Information or\nthe anticipation of patent protection, but also reflect the value of [*].\n\n7.9. All payments from HFCL to UTStarcom shall be in [*].\n\n7.10. HFCL shall keep and maintain all appropriate records including records of\nevery Product manufactured in such form and manner that all payments payable\nunder this Agreement to UTStarcom may be readily and accurately determined. Such\nrecords shall include, without limitation, all information necessary for HFCL's\nauditors to prepare the reports provided for in this section. At all times\nduring and for [*] after the termination of this Agreement, UTStarcom shall have\nthe right, [*] to retain independent auditors to review HFCL's records with\nrespect to every Product manufactured to verify the accuracy of the statements\nprovided and amounts paid pursuant to this Article 7. If the auditors find an\noverpayment or an underpayment, the difference shall be accounted for in the\nsubsequent statement of accounting and payment. If the auditors determine that\nHFCL has not maintained sufficiently appropriate records to conduct a\ndeterminative audit, HFCL shall, in addition to payment of the underpaid amount,\nbecome immediately obligated to pay UTStarcom [*] of the amount, which the\nauditors, in their best judgment, determine is the likely amount that HFCL owes\nto UTStarcom for all of the periods in question. If the auditor's review\nverifies an underpayment in excess of [*] of the amount payable for any [*]\nperiod under review, or if the auditors determine that HFCL has not maintained\nsufficiently appropriate records, HFCL shall pay [*].\n\n8.   COLLATERAL SUPPLIES.\n\nTo the extent necessary to support HFCL in its manufacturing activity, UTStarcom\nundertakes, subject to UTStarcom's availability and the parties' agreement on\nterms, reasonably to supply HFCL with assembly, and testing tools, equipment and\nparts, as the parties determine separately in writing. Except as may be\nexpressly provided in such other written agreement [*].\n\n9.   NOVATION; ASSIGNMENT.\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\nThis Agreement is personal to HFCL and HFCL shall not have any right to dispose\nin any way, by lease, transfer, novation or assignment, partially or totally,\nany license granted to it under this Agreement, to any third person, in form of\na sub-license or any other form, unless previously authorized in writing by\nUTStarcom. Any attempted assignment or delegation in violation of this Article 9\nshall be void.\n\n10. PATENTS MARKING.\n\n10.1. UTStarcom shall not be liable to indemnify HFCL against any loss sustained\nby it as the result of any claim made, or any action brought by, any third party\nfor infringement of any letters, patent, registered design, or like instrument\nof privilege by reason of the manufacture, assembly, use or sale by HFCL of the\nProduct using the Technical Information, the Improvements or any other\ninformation supplied or to be supplied to HFCL pursuant to this Agreement. If\nany such claim is brought against HFCL, UTStarcom shall take all reasonable\nsteps to provide HFCL with copies of UTStarcom's documentation to assist HFCL in\ndefending itself under such claim. UTStarcom confirms that all intellectual\nproperty rights for proprietary software developed by UTStarcom is held by\nUTStarcom, except to the extent licensed such as pursuant to this Agreement.\n\n10.2. UTStarcom shall not be bound to take legal proceedings against any third\nparty in respect of any infringement of letters, patent, registered design or\nlike instrument of privilege which may now or at any future time be owned by it.\n\n10.3. HFCL shall indemnify and hold UTStarcom, its shareholders, directors,\nofficers, employees, agents and affiliated companies harmless from and against\nall losses, costs, expenses and damages, including reasonable attorneys' fees,\nresulting from or in connection with any breach by HFCL of this Agreement or any\nclaim by third persons resulting from or in connection with HFCL's assembly,\nmanufacture, marketing, sale or use of any Product, to the extent such third\nparty claim does not arise from any design, act or omission directly\nattributable to UTStarcom, subject to UTStarcom having notified HFCL promptly in\nwriting of any such claim, tendered to HFCL the defense or settlement of any\nsuch claim at HFCL's expense, and cooperated with HFCL, at HFCL's expense, in\ndefending or settling such claim.\n\n10.4. HFCL shall defend, indemnify and hold UTStarcom harmless from and against\nall claims, causes of action, lawsuits, loss, expenses, obligations, damages,\nand liability, including costs of defense and reasonable attorney's fees,\nwhether in contract or tort, including negligence and strict liability, as a\nresult of property damage, personal injuries or death of any persons arising out\nof, or proximately caused by, in whole or in part, any action or inaction by\nHFCL or any defect, including any design defect, attributable, to or involving\nthe manufacture, use, lease or sale of any Product.\n\n10.5. HFCL shall reproduce in all copies that it makes or causes to be made of\nany aspect of the Product all patent, copyright and proprietary notices included\nby UTStarcom on any publication, software and firmware provided in connection\nwith this Agreement so as to continue to maintain UTStarcom's rights therein. If\ninstructed in writing by UTStarcom, HFCL shall modify such notices in order to\ncomply with all applicable laws.\n\n11. GOVERNING LAW AND ARBITRATION.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n\n\n11.1. This Agreement shall be governed by and interpreted and construed in\naccordance with the laws of India. Each Party consents to the non-exclusive\npersonal jurisdiction of the courts of India. The Parties specifically exclude\nthe application of the United Nations Convention on the International Sale of\nGoods.\n\n11.2. The Parties shall seek to resolve all disputes arising out of or in\nconnection with this Agreement, including the construction, validity,\nperformance or breach of this Agreement, without resorting to litigation or\narbitration. Prior to either Party utilizing the remedies detailed in Section\n11.4, it shall first notify the other Party that the notifying Party wishes to\nresolve a dispute, controversy or claim that it has with the other Party arising\nout of or connected to this Agreement (a 'Dispute'). As soon as practical and no\nlater than one week after the other Party receives a notice of Dispute, each\nParty shall appoint a dispute representative ('Dispute Representative') who\nshall contact the other Party toward seeking a resolution to the Dispute.\n\n11.3. All discussions, correspondence and negotiations between the Parties\npursuant to their seeking a resolution in accordance with Section 11.1 shall be\nexempt from discovery and production, and shall not be admissible in any\nlitigation or arbitration with respect to the Dispute, without the written\nconsent of both Parties. Documents identified in or provided with such\ncommunication, which are not prepared for purposes of the Dispute resolution in\naccordance with Section 11.2 shall not be so exempted and may, if otherwise\nadmissible, be admitted in evidence in any such arbitration or litigation.\n\n11.4. If the negotiations taken place pursuant to Section 11.2 do not resolve\nthe Dispute within 60 days of the other Party's receipt of the notice of\nDispute, either Party may submit the Dispute to binding arbitration to be held\nin London, England pursuant to the Rules of Conciliation and Arbitration of the\nInternational Chamber of Commerce (the 'ICC') in accordance with the laws of\nEngland, modified as follows:\n\n         (a) All proceedings, filings and submissions shall be made solely in\nEnglish, the matter shall be heard before a single arbitrator who must be\nselected by the mutual consent of both Parties, failing which by the ICC within\n60 days of submission of the respondent's answer to the demand for arbitration,\nand the arbitrator shall be an attorney experienced in international commercial\ntransactions and trained in the common law system.\n\n         (b) Each Party shall be entitled to pre-hearing depositions of not more\nthan three percipient witnesses.\n\n         (c) Each Party shall identify all witnesses, including experts, and\nproduce copies of all documents to be used at the hearing at least 90 days prior\nto the hearing.\n\n         (d) All experts identified under Section 11.4 (c) shall be subject to\ndeposition by the opposing party at any time prior to the discovery cut-off in\nSection 11.4 (e).\n\n         (e) All discovery must be completed at least 30 days prior to the\nhearing.\n\n         (f) The hearing on the matter shall occur within 180 days after\nselection of the arbitrator.\n\n         (g) The arbitrator's decision shall be in accordance with the law of\nEngland, except that punitive or exemplary damages shall not be awarded.\n\n         (h) The arbitrator shall be deemed instructed by this Agreement and the\nParties to issue a written decision within 60 days after completion of the\nhearing.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n         (I) The arbitrator may award costs and expenses, including reasonable\nlegal fees, to the prevailing Party.\n\n         (J) Notwithstanding the foregoing procedures in this Section 11.4, the\nParties may modify these procedures by written agreement.\n\n11.5. Notwithstanding the provisions set forth above in this Article 11,\nUTStarcom may initiate litigation for the purpose of seeking an injunction or\nother relief, or other equitable relief in order to seek enforcement of any\nequitable remedy referred to in Section 5.6.\n\n11.6. The Parties shall continue to perform the Agreement during the arbitration\nproceedings, and neither Party shall withhold any payment due or otherwise\npayable under this Agreement unless any such payment is, or forms a part of, the\nsubject matter of the arbitration proceeding.\n\n11.7. The Parties shall consent to such extension of time as may be necessary\nfor the arbitrators to make their award.\n\n12. TERM AND TERMINATION.\n\n12.1. Subject to the following provisions of this Article, this Agreement and \nthe rights and licenses hereby granted or agreed to, shall continue in force \nfor [*].\n\n12.2. Without affecting UTStarcom's rights pursuant to Section 2.5, in the event\nthat HFCL shall at any time during the term of this Agreement:\n\n         (A) be in breach of any of its obligations under this Agreement,\nincluding the obligations to purchase the Chips and the NMS in terms of Section\n7.1 and 7.2, where such breach is irremediable or, if capable of remedy, is not\nremedied within [*] of notice from UTStarcom requiring its remedy;\n\n         (B) be or become bankrupt or insolvent, unable to pay its debts as they\nfall due;\n\n         (C) admit in writing that it is unable to pay its debts, make any\ncomposition with its creditors, have a receiver or manager appointed for the\nwhole or any part of its undertaking or assets or, otherwise than as a solvent\ncompany for the purpose of and followed by an amalgamation or reconstruction\nwhere-under its successor shall be bound by its obligations hereunder, commence\nto be wound up or undergo any analogous act or proceeding under the laws of the\nstate in which it is registered;\n\n         (D) be acquired or otherwise come under the direct or indirect control\nof a person or persons other than those controlling it as of the Effective Date,\n\n         (E) fail to receive required approvals for remitting payments to\nUTStarcom in terms of this Agreement or if such approval is not forthcoming\nwithin [*] of HFCL being awarded the Tender by DOT or failure to make any\npayment to UTStarcom as and when due pursuant to this Agreement including\npayments under Article 7, provided that UTStarcom will give [*] notice to HFCL\nof any payment due to UTStarcom, which has not been paid.\n\n         (F) terminate this Agreement for any reason other than the expiration\nof this Agreement [*] if the term of this Agreement has not been previously\nextended by mutual written agreement, subject to any required regulatory\napprovals,\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\nthen, and in any such event, UTStarcom may forthwith by notice in writing\nterminate this Agreement, and thereupon all rights and licenses hereby granted\nor agreed to be granted by UTStarcom pursuant to this Agreement shall\nimmediately terminate.\n\n12.3. Upon termination, HFCL shall immediately cease manufacturing the Product\nusing the Technical Information, know-how and any Improvement and shall\nimmediately desist from using the Technical Information, know-how and all\nImprovements for any purpose whatsoever. HFCL shall promptly, on UTStarcom's\nrequest and at HFCL's cost, return to UTStarcom or destroy all copies of all\ndocuments and extracts comprising or in any way containing any Technical\nInformation, know-how or Improvements. HFCL shall procure a declaration from its\nboard of directors as well as its legal counsel to be delivered to UTStarcom\nconfirming that all Technical Information and Improvements, including all\ndesigns, drawings, models, samples, plans, documents, specifications and other\ninformation supplied to it by UTStarcom and all copies of such information in\nHFCL's possession have been destroyed or returned. The Parties expressly agree\nthat UTStarcom shall not be liable or responsible to HFCL or to any third party\nincluding the DOT for any claim, damages or cost in any way arising in\nconnection with any termination of this Agreement.\n\n12.4. Upon termination of this Agreement, all rights and obligations granted\nunder or imposed by this Agreement shall immediately cease and terminate except\nfor the rights, duties and obligations which by their nature one would\nreasonably expect to survive, including the rights and obligations covered in\nsuch provisions in this Agreement with respect to payments, the sublicensed use\nof technology, Confidential Information, trademarks, indemnities, warranties,\nremedies and limitations of liability, independent contractors, export controls,\ngoverning law, arbitration and jurisdiction, assignment, severability,\npublicity, legal expenses, notices, subject headings, waiver and this Agreement\nbeing the entire agreement of the Parties.\n\n12.5. UTStarcom shall not be in breach of this Agreement or liable for any\ndamages, losses or expenses whatsoever which occur as the direct or indirect\nresult of any delay or inability to export the Technical Information, any\nknow-how or any UTStarcom Improvement, or any item hereunder, due to the action\nor inaction of any United States Government Agency.\n\n12.6. If UTStarcom reasonably determines that HFCL has breached in any way any\nobligation with respect to the disclosure and use of Confidential Information of\nUTStarcom, including the Technical Information, know-how and UTStarcom\nImprovements, UTStarcom shall be immediately entitled to exercise all of its\nrights under this Agreement and under the law without regard to any notice or\nwaiting period or any other provision of this Agreement. Notwithstanding the\nprior sentence, UTStarcom shall not terminate this Agreement or any of HFCL's\nrights to the Technical Information under it unless UTStarcom has first made\ninquiry upon HFCL with respect to such breach and allowed HFCL 10 days to\nrespond to such inquiry. Any failure by HFCL to respond to UTStarcom's inquiry\nwithin 10 days shall constitute sufficient basis for UTStarcom to terminate this\nAgreement.\n\n12.7. No termination of this Agreement shall prejudice the accrued rights of\neither Party, and the foregoing remedies are in addition to and shall not affect\nother remedies available under the governing law of this Agreement.\n\n13. FORCE MAJEURE.\n\n                         HFCL and UTStarcom Confidential\n\n\n                                                                              14\n\nIn the event that UTStarcom shall be delayed or impeded in the performance of\nany of its obligations hereunder by industrial disputes, or by any cause beyond\nits reasonable control, including but not limited to war, hostilities, disorder,\nembargoes or export restrictions, acts of God, fire, earthquakes, storm,\nproclamations, regulation, ordinance or any other analogous events, it shall not\nbe liable to HFCL for any failure to carry out or to observe any of the terms,\nprovisions or conditions of this Agreement and be entitled to such extension of\ntime as may be reasonable in all the circumstances.\n\n14. WAIVER.\n\nFailure by either Party to enforce at any time any of the provisions of this\nAgreement or any delay in exercising any right, power or remedy under this\nAgreement shall not be construed as a waiver by such Party of any such\nprovisions nor in any way affect the validity of the Agreement or any part\nthereof.\n\n15. PUBLICITY.\n\n15.1. Publicity or advertising relating to this Agreement may be released by\neither of the Parties hereto only with the prior written approval of the other\nParty.\n\n15.2. HFCL shall state in advertisements and publicity relating to the Product\nthat it is manufactured under license from UTStarcom.\n\n16.      NOTICES; SERVICE.\n\nAll notices, requests, reports and communications of any type given or\ntransferred by one party to the other in connection with this Agreement shall be\ngiven in writing and shall be deemed effective when delivered to the other Party\naddressed as provided below:\n\nIf to HFCL:                              If to UTStarcom:\n\nManaging Director                        Paul Berkowitz, VP International Sales\n\nHFCL, 8 Commercial Complex,              UTStarcom\n\nMasjid Moth, Greater Kailash - II        33 Wood Ave\n                                         Iselin, NJ 08830\nNew Delhi-110048 India\n\nFax: +91-11-6217784                      Fax: 732-767-5274\n\n                                         Attention: Paul Berkowitz\n\nEither Party may change the address at which it wishes to receive notices under\nthis article by giving notice to the other Party of the new address.\n\n17. EFFORTS AND QUALITY.\n\nHFCL shall maintain manufacturing standards for the Product to assure that their\nquality is at least equal to the Product produced by UTStarcom. In order to\nverify quality of the\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              15\n\nProduct, HFCL shall permit UTStarcom's representative to inspect and test any\nassembled Product at HFCL's facilities prior to shipment.\n\n18. WARRANTY; EXCLUSIONS.\n\n18.1. UTStarcom warrants that:\n\n         (a) it has the right to license the Technical Information, the know-how\nand the UTStarcom Improvements to HFCL as contemplated by this Agreement; and\n\n         (b) the Technical Information, know-how and UTStarcom Improvements\nfurnished to HFCL under this Agreement are substantially equivalent to what\nUTStarcom uses, as of the Effective Date, to manufacture the Product.\n\n18.2. Except as specifically provided in this Article 18, the Technical\nInformation, know-how and UTStarcom Improvements, including such provided\nsoftware, are provided to HFCL and licensed on an 'AS IS' basis WITHOUT ANY\nWARRANTY WHATSOEVER, AND THE PARTIES EXPRESSLY EXCLUDE ANY AND ALL WARRANTIES,\nEXPRESS OR IMPLIED, WITH RESPECT TO THE TECHNICAL INFORMATION, KNOW-HOW AND\nUTSTARCOM IMPROVEMENTS, AS WELL AS ANY PRODUCT, AND THE PARTIES EXCLUDE ALL\nIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE\nPARTIES ALSO SPECIFICALLY EXCLUDE ALL WARRANTIES OF NON-INFRINGEMENT WITH\nRESPECT TO THIRD PARTY RIGHTS.\n\n18.3. Except as otherwise specifically provided for in this Agreement, each\nParty shall be responsible for any and all liability to all third persons based\non claims arising out of such Party's own manufacture, use or sale of any\nProduct or any other product, whether or not in conformity with the Technical\nInformation, know-how or UTStarcom Improvements.\n\n18.4. HFCL warrants that:\n\n         (a) it shall, upon being awarded an advance purchase order with respect\nto the Tender, undertake all commercially reasonable efforts to manufacture and\nsell the Product, including having a commercially viable Product within the\nrequirements of the Tender.\n\n         (b) it shall be fully responsible for providing all support,\nmaintenance and repair for all end users of every Product that it manufactures,\ndistributes or sells and shall take all commercially reasonable efforts to\nensure that no such end user contacts UTStarcom for any support or other issue\nwith respect to any Product;\n\n         (c) it shall manufacture the Product using only high quality materials\nand top class workmanship and that the end product will be free from any defect\nin manufacture, misbranding, merchantable and fit for the intended use. HFCL\nshall take all reasonable care and skill in manufacturing the Product;\n\n         (d) it has the necessary expertise and staffing capabilities to\nmanufacture the Product and to perform its obligations under this Agreement and\nthat the Product manufactured will conform in all respect with the\nspecifications provided by UTStarcom; and\n\n         (e) it shall give proper consideration and weight to the interests of\nUTStarcom in all dealings and abide by all roles, regulations, standards\nmethods, procedures and instructions provided to it by UTStarcom.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              16\n\n19. GOVERNMENT APPROVALS.\n\n19.1. This Agreement is subject to the United States export laws and\nregulations, and HFCL acknowledges that no technical data or other information\nto be provided pursuant to this Agreement may be exported until UTStarcom has\nfirst obtained all necessary and recommended approvals and licenses, including\nfrom the United States Government and any other entity or person that may have\nregulatory or other authority over this Agreement or any activity contemplated\npursuant to this Agreement.\n\n19.2. HFCL shall be responsible for obtaining all approvals of the Government of\nIndia and the DOT that may be needed or recommended for entering into this\nAgreement and performing all of the obligations provided for under this\nAgreement. Specifically HFCL shall be responsible for obtaining all type\napprovals and all other authorizations, licenses and permits connected in any\nway to interconnecting or otherwise utilizing the Product in India and with any\nexisting or future telecommunications system. HFCL shall obtain all such\nauthorizations, licenses and permits on behalf of and for the benefit of\nUTStarcom and shall in no way utilize any such authorization, license or permit\nor its rights connected to any of them to block or in any way restrict UTStarcom\nfrom enjoying, directly or indirectly, the rights and privileges obtained\npursuant to any such authorization, license or permit.\n\n20. RELATIONSHIP OF THE PARTIES.\n\nHFCL and UTStarcom are independent contractors. Neither Party nor its employees,\nconsultants, contractors or agents are agents, employees or joint venturers of\nthe other Party, nor do they have any authority to bind the other Party by\ncontract or otherwise to any obligation. Neither Party shall expressly,\nimplicitly, by appearance or otherwise make any representation contrary to the\nrelationship described in this Article 20. The Parties do not intend for this\nAgreement or any relationship between them to create any aspect of a franchise\nin any way or manner.\n\n21. LIMITATION OF LIABILITY.\n\n21.1. EXCEPT FOR LIABILITY ARISING IN CONNECTION WITH A BREACH OF THE\nOBLIGATIONS PROVIDED IN ARTICLE 5 OF THIS AGREEMENT, NOTWITHSTANDING ANY OTHER\nPROVISION OF THIS AGREEMENT, IN NO CASE SHALL EITHER PARTY, ITS AFFILIATES OR\nTHEIR EMPLOYEES AND AGENTS, BE LIABLE TO THE OTHER PARTY FOR INDIRECT,\nEXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF\nPROFITS OR CAPITAL REVENUE IN CONNECTION WITH THIS AGREEMENT EVEN IF IT HAS BEEN\nADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL\nCAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT,\nNEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. BOTH PARTIES\nUNDERSTAND AND AGREE THAT THE REMEDIES, EXCLUSIONS AND LIMITATIONS IN THIS\nAGREEMENT ALLOCATE RISKS BETWEEN THE PARTIES AS ALLOWED BY LAW. THE TERMS AND\nCONDITIONS IN THIS AGREEMENT REFLECT, AND ARE SET IN RELIANCE UPON, THIS\nALLOCATION OF RISKS AND\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              17\n\nTHE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN\nTHIS PARAGRAPH.\n\n21.2. IN NO EVENT SHALL UTSTARCOM'S LIABILITY TO HFCL OR ANY OTHER PARTY ARISING\nUNDER THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCT EXCEED THE SUM OF ALL\nAMOUNTS RECEIVED BY UTSTARCOM FROM HFCL AS OF THE DATE OF THE IMPOSITION OF SUCH\nLIABILITY OR [*] WHICHEVER IS LESS.\n\n22. SEVERABILITY.\n\nIn the event that any one or more provisions of this Agreement shall be declared\nto be illegal or unenforceable under any law, rule, or regulations of any\ngovernment having jurisdiction over the Parties hereto, such illegibility or\nunenforceability shall not affect the validity and enforceability of the other\nprovisions of this Agreement, and the parties shall agree upon a modification to\nthis Agreement with respect to such illegal or unenforceable provisions to\neliminate such invalidity or unenforceability.\n\n23. NO RIGHTS IN THIRD PARTIES.\n\nThis Agreement is made for the benefit of HFCL and UTStarcom and not for the\nbenefit of any third Party individual or entity.\n\n24. HEADINGS AND REFERENCES.\n\nThe subject headings of the articles of this Agreement are included for the\npurpose of convenience only and shall not affect the construction or\ninterpretation of any of its provisions.\n\n25. ENTIRE AGREEMENT.\n\nNo modification or addition to this Agreement or its enclosures shall be binding\non the two Parties unless specifically agreed upon, in writing, by the Parties\nthemselves. This Agreement contains the entire agreement between the Parties and\nsupersedes all agreements, expressions of interest, communications and other\nrepresentations, understandings, and agreements, oral or written, between the\nParties with respect to the subject matter of this Agreement. For purposes of\ninterpretation and performance hereof, the English language version of this\nAgreement shall be controlling and binding on the Parties.\n\n26. CONSTRUCTION.\n\nThis Agreement has been negotiated by the Parties and their respective counsel\nand shall be interpreted fairly in accordance with its terms and without any\nstrict construction in favor of or against either Party.\n\n27. LOAN OF EQUIPMENT FOR TYPE APPROVAL\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              19\n\nUTStarcom is willing to provide, on a loan basis, certain equipment (the 'Test\nEquipment'), the exact specifications of which will be agreed to separately by\nthe Parties, that UTStarcom recommends that HFCL utilize in obtaining type\napproval for purposes of HFCL being able to sell similar equipment to be\nmanufactured pursuant to this Agreement. UTStarcom shall pay for shipping the\nTest Equipment to HFCL, and HFCL shall be fully and solely responsible for\nimporting and securing all licenses for using the Test Equipment in India,\nincluding paying all duties or obtaining all applicable exemptions from the\npayment of any duty. HFCL shall take all steps reasonably requested by UTStarcom\nin order to secure UTStarcom's interest in the Test Equipment and to ensure that\nat all times UTStarcom is deemed the owner of the Test Equipment. Upon\ncompletion of the type approval testing, termination of this Agreement or 15\ndays after UTStarcom's request, whichever is earliest, HFCL shall cause the Test\nEquipment to be returned to UTStarcom and shall pay all costs in connection with\nreturning the Test Equipment to UTStarcom, unless the Parties otherwise arrange\na mutually agreeable price by which HFCL purchases the Test Equipment from\nUTStarcom. For all purposes, the Parties exclude all warranties of any nature\nwith respect to the Test Equipment, and it will be provided 'AS IS' and without\nany warranty. All of the disclaimers of warranty applicable to Technical\nInformation shall apply also to the Test Equipment. HFCL shall make no claim for\nindemnification of any nature against UTStarcom with respect to the Test\nEquipment for any reason whatsoever. All software included in the Test Equipment\nshall be treated as if it were software otherwise provided under this Agreement,\nwith all of the same limitations, restrictions and other requirements imposed\nupon HFCL as with all such other software.\n\nAS WITNESS the hands of the duly authorized representatives of the Parties\nhereto, effective as of the day and year first written above.\n\nSIGNED FOR AND ON BEHALF OF             SIGNED FOR AND ON BEHALF OF\n\nHIMACHAL FUTURISTIC                     UTSTARCOM, INC.\nCOMMUNICATIONS LTD.\n\nBy:                                     By:\n   ------------------------------          -----------------------------------\nName: Dr. R M Kastia                    Name: Paul Berkowitz\nTitle: Managing Director                Title: VP International Sales\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              20\n\n             EXHIBIT 'A' PRODUCT ELEMENTS, FPGAS, ASICS, AND PRICING\n\n[*]\n\n                         HFCL and UTStarcom Confidential\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n\n                                                                              21\n\n        EXHIBIT 'A' PRODUCT ELEMENTS, FPGAS, ASICS, AND PRICING (PAGE 2)\n\n\n\n\n-----------------------------------------------------------------------------------------------------------------------------------\n ITEM   MODULE DESCRIPTION     ASIC         UTS             BASE               QUANTITY     UNIT PRICE     EXTENDED PRICE    NOTES\n                                            CODE            PART                 CODE       PER MODULE         ($US)         ($US)\n-----------------------------------------------------------------------------------------------------------------------------------\n                                                                                                   \n 4     E &amp; M Module 4         UT9630      54450153A0    AT89C51-12JC PLCC44      [*]           [*]              [*]\n       ports\n                              -----------------------------------------------------------------------------------------------------\n                              UT8632      54450154A0    ACTL 1020B PLCC84        [*]           [*]              [*]\n                                                                                             Total              [*]\n                              -----------------------------------------------------------------------------------------------------\n-----------------------------------------------------------------------------------------------------------------------------------\n 5     E1 Interface, 8        UT8624      54450110A0    ACTEL 1010B PLCC68       [*]           [*]              [*]\n       ports\n                              -----------------------------------------------------------------------------------------------------\n                              UT8621      54450098A0    ACTEL 1020B PLCC84       [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                              UT8622      54450099A0    A4MX04-FLP84             [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                              UT9623      54450100A0    AT89C51-12JC PLCC44      [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                                                                                             Total              [*]\n-----------------------------------------------------------------------------------------------------------------------------------\n 6     BRA-DCD Interface,     UT9620      54450084A0    AT89C51-12JC PLCC44      [*]           [*]              [*]\n       2 ports BRI, 4\n       ports DCD\n                              -----------------------------------------------------------------------------------------------------\n                              UT8611      54450045A0    ACTEL 1010B PLCC68       [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                              UT8612      54450046A0    ACTEL 1020B PLCC84       [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                                                                                             Total              [*]\n-----------------------------------------------------------------------------------------------------------------------------------\n 7     STM-1module,           UT7628      54450158A0    29F10-120JC              [*]           [*]              [*]\n       add-drop\n       multiplexer,\n       2 ports\n                              -----------------------------------------------------------------------------------------------------\n                              UT8147      54450160A0    EPM7032LC44              [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                              UT9632      54450159A1    TN87C251SB16             [*]           [*]              [*]\n                              -----------------------------------------------------------------------------------------------------\n                                                                                             Total              \n-----------------------------------------------------------------------------------------------------------------------------------\n 8     Engineering                                                                                              [*]             [*]\n       Orderwire Module\n       for STM-1\n                              -----------------------------------------------------------------------------------------------------\n-----------------------------------------------------------------------------------------------------------------------------------\n 9     Power supply module                                                                                      [*]\n       (upper)\n                              -----------------------------------------------------------------------------------------------------\n-----------------------------------------------------------------------------------------------------------------------------------\n\n\n                         HFCL and UTStarcom Confidential\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n\n                                                                              22\n\n        EXHIBIT 'A' PRODUCT ELEMENTS, FPGAS, ASICS, AND PRICING (PAGE 3)\n\n\n\n\n-----------------------------------------------------------------------------------------------------------------------------------\n ITEM   MODULE DESCRIPTION     ASIC         UTS             BASE               QUANTITY     UNIT PRICE     EXTENDED PRICE    NOTES\n                                            CODE            PART                 CODE       PER MODULE         ($US)         ($US)\n-----------------------------------------------------------------------------------------------------------------------------------\n                                                                                                   \n 10    Power supply module                                                                                      [*]\n       (lower)\n\n-----------------------------------------------------------------------------------------------------------------------------------\n 11    Power and Ringing                                                                                        [*]\n       module (upper)\n-----------------------------------------------------------------------------------------------------------------------------------\n 12    Power and Ringing                                                                                        [*]\n       module (lower)\n-----------------------------------------------------------------------------------------------------------------------------------\n 13    Master bus adapter     UT8623      54450108A0    EPM7064LC84              [*]           [*]              [*]\n       module\n                    ---------------------------------------------------------------------------------------------------------------\n                              UT9624      54450109A0    AT89C51-12JC PLCC44      [*]           [*]              [*]\n                    ---------------------------------------------------------------------------------------------------------------\n                                                                                             Total              \n-----------------------------------------------------------------------------------------------------------------------------------\n 14    Extension bus          UT8602      54450027A0    ACTEL 1020B PLCC84       [*]           [*]              [*]\n       adapter Module\n                    ---------------------------------------------------------------------------------------------------------------\n                              UT8623      54450108A0    EPM7064LC84              [*]           [*]              [*]\n\n                    ---------------------------------------------------------------------------------------------------------------\n                              UT9624      54450109A0    AT89C5112JC PLCC44       [*]           [*]              [*]\n                    ---------------------------------------------------------------------------------------------------------------\n                                                                                             Total              [*]\n                    ---------------------------------------------------------------------------------------------------------------\n-----------------------------------------------------------------------------------------------------------------------------------\n 15    Remote test module     UT8630      54450128A0    ACTEL 1020B PLCC84       [*]           [*]              [*]\n                    ---------------------------------------------------------------------------------------------------------------\n                              UT9627      54450137A0    AT89C51-12JC PLCC44      [*]           [*]              [*]\n                    ---------------------------------------------------------------------------------------------------------------\n                                                                                             Total              [*]\n                    ---------------------------------------------------------------------------------------------------------------\n-----------------------------------------------------------------------------------------------------------------------------------\n 16    Maintenance control    UT8628      544501170     EPM7064lc84              [*]           [*]              [*]\n       unit\n                    ---------------------------------------------------------------------------------------------------------------\n-----------------------------------------------------------------------------------------------------------------------------------\n\n\n                         HFCL and UTStarcom Confidential\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n\n\n                                                                              \n22\n\n        EXHIBIT 'A' PRODUCT ELEMENTS, FPGAS, ASICS, AND PRICING (PAGE 4)\n\n\n\n\n-----------------------------------------------------------------------------------------------------------------------------------\n ITEM   MODULE DESCRIPTION     ASIC         UTS             BASE CODE      QUANTITY     UNIT PRICE     EXTENDED PRICE    NOTES\n                               CODE        PART                            PER MODULE     ($US)             ($US)\n-----------------------------------------------------------------------------------------------------------------------------------\n                                                                                                   \n-----------------------------------------------------------------------------------------------------------------------------------\n 17    Blank faceplate                                                                                         [*]\n       for universal slot\n-----------------------------------------------------------------------------------------------------------------------------------\n 18    Blank faceplate for                                                                                     [*]\n       lower power slot\n-----------------------------------------------------------------------------------------------------------------------------------\n 19    Subrack:                                                                                                [*]\n       backplane+shelf\n-----------------------------------------------------------------------------------------------------------------------------------\n 20    NMS Software                                                              [*]           [*]             [*]            [*]\n       (Object on CDROM\n       Licensed)\n-----------------------------------------------------------------------------------------------------------------------------------\n 21    SCM Software and                                                                                        [*]\n       Module Firmware\n       (Object on CDRO\n       Licensed)\n-----------------------------------------------------------------------------------------------------------------------------------\n 22    User Documentation                                                                                      [*]\n       MSWord Files\n       Licensed)\n-----------------------------------------------------------------------------------------------------------------------------------\n\n\nNotes\n\n[*]\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              23\n\n                        EXHIBIT 'B' TECHNICAL INFORMATION\n\n[*]\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n\n\n                                                                              24\n\n                  EXHIBIT 'C' TERMS OF PAYMENT ASICS AND FPGAS\n\n[*]\n\n                    EXHIBIT 'D' TERMS OF PAYMENT NMS SOFTWARE\n\n[*]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n[*] * CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO\nTHE OMITTED PORTIONS.\n\n                         HFCL and UTStarcom Confidential\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9616],"class_list":["post-42515","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-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\/42515","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=42515"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42515"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42515"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42515"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}