{"id":42611,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/oem-agreement-interwave-communications-international-ltd-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"oem-agreement-interwave-communications-international-ltd-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/oem-agreement-interwave-communications-international-ltd-and.html","title":{"rendered":"OEM Agreement – Interwave Communications International Ltd. and UTStarcom Inc."},"content":{"rendered":" OEM AGREEMENT\n\n This OEM Agreement (\"Agreement\"), effective as of the ____ day of July,\n2000 (the \"Effective Date\"), is entered into by and between Interwave\nCommunications International, Ltd., a Bermuda company, having offices at 312\nConstitution Drive, Menlo Park, CA 94025 (\"IWAV\"), and UTStarcom, Inc., a\nDelaware corporation, having offices at 1275 Harbor Bay Parkway, Suite 100,\nAlameda, California 94502, United States of America (\"UTStarcom\").\n\n BACKGROUND\n\n A. UTStarcom is in the business of designing and marketing\ntelecommunications access products in markets outside of the United States,\nprimarily in the People's Republic of China (PRC), and desires to distribute\ncertain of IWAV's Products (as defined below) [***], on the terms and conditions\nset forth below.\n\n B. IWAV is in the business of designing and marketing GSM wireless\ncellular base station transceivers, controllers, and associated software. IWAV\ndesires to have certain of its Products (as defined below) distributed by\nUTStarcom in [***] on the terms and conditions set forth below.\n\n 1. DEFINITIONS\n\n 1.1 \"CUSTOMERS\" shall mean end-user customers solicited by\nUTStarcom within the Territory.\n\n 1.2 \"DOCUMENTATION\" means the documentation or user manuals\nprovided by IWAV for the Product.\n\n 1.3 \"PRODUCT\" or \"PRODUCTS\" means the products listed on the\nattached EXHIBIT A, a copy of which is attached hereto and incorporated by\nreference. IWAV may change or abandon the Products from time to time during the\nterm of this Agreement, upon 60 days written notice to UTStarcom, and by\nproviding a new EXHIBIT A to UTStarcom.\n\n 1.4 \"SOFTWARE\" means the computer software or firmware that is\nincorporated into or otherwise generally accompanies a Product, or that IWAV\nmakes available to UTStarcom and its customers generally, without additional\ncharge, for use with the Products. Software is provided in object code form\nonly.\n\n 1.5 \"TERRITORY\" means the [***].\n\n 1.6 \"UPDATE\" means error corrections and bug fixes that IWAV\ngenerally makes available to Customers free of charge, but excluding new\nversions of the Software that contains significant new features or\nfunctionality, as determined by IWAV in IWAV's sole discretion.\n\n\n\n 2. APPOINTMENT\n\n 2.1 GRANT. IWAV hereby appoints UTStarcom, and UTStarcom hereby\naccepts the appointment, as a non-exclusive distributor of IWAV to distribute\nIWAV Products to Customers in the Territory. UTStarcom shall distribute the IWAV\nProduct(s) under the UTStarcom trademark and product label, as provided pursuant\nto Section 18 of this Agreement. To further as rapidly as possible the purposes\nof this grant, the parties hereto shall apply their best efforts to undertake\nand complete within schedule the Agreement activities listed in EXHIBIT B, which\nis attached hereto and incorporated by reference into this Agreement.\n\n 2.2 NO OTHER RIGHTS. Except as expressly provided herein, no\nright, title or interest is granted by IWAV to UTStarcom. IWAV may distribute\nthe Products, or products other than the Products, in the Territory, either\ndirectly, or indirectly, for any and all uses, and no right, title or interest\nis granted by IWAV to UTStarcom relating to either the Products, or products\nother than the Products. Further, notwithstanding the rights granted in Section\n2.1 above, IWAV reserves the right to market, distribute and sublicense,\ndirectly or indirectly, the Products and products other than the Products, and\nnothing in this Agreement will prevent IWAV from using the Products or\nintellectual property therein to make, have made, develop, sell, license,\ndistribute and\/or market products other than the Products. IWAV further reserves\nthe right under all intellectual property rights to make, have made, use, copy,\nmodify, have modified, create derivative works of, have created derivative works\nof, demonstrate, maintain and support the Products and the right to sublicense\nthe foregoing rights.\n\n 2.3 SOFTWARE LICENSE. Prior to providing any Customer with any\nSoftware, UTStarcom shall ensure that each Customer has read and agreed to the\nterms and conditions of the Software license agreement contained in each\nSoftware package, as may be provided by IWAV (\"Software License Agreement\"). In\nthe event that any Software is installed by UTStarcom and not by the Customer,\nUTStarcom agrees that prior to the use of any such Software by such Customer,\nUTStarcom will ensure that such Customer has read and agreed to the Software\nLicense Agreement. UTStarcom shall diligently enforce Software License\nAgreements and use its best efforts to ensure that Customers abide by the terms\nof Software License Agreements. To the extent permitted by law, UTStarcom shall\nnot, and shall not authorize any third party to, copy, modify, alter, reverse\nengineer, disassemble or decompile the Products, and UTStarcom shall not\ndistribute or market any Software or Product containing any Software\nelectronically, or by interactive cable, remote processing services, online\nservices, linkups or multi-user local or area networks. Software provided to\nUTStarcom hereunder is subject to license and not sale.\n\n 2.4 CONFLICTS. The parties acknowledge and agree that any\nefforts by UTStarcom to sell, license, or distribute other products in the\nTerritory which are derived from sources other than IWAV, and which are\ncommercially or technically similar to the Product(s), or which are commercially\nreasonable substitutes for the Product(s) (\"Competing Products\") would\nconstitute a conflict of interest with respect to UTStarcom's obligation to\nmarket and distribute the Products, and UTStarcom represents and warrants that\nas of the Effective Date of the Agreement, it does not represent any Competing\nProducts. If UTStarcom chooses to market, promote or distribute Competing\nProducts, it shall notify IWAV of its intent at least [***] prior to commencing\nsuch activity without any liability to IWAV.\n\n\n -2-\n\n\n 3. OBLIGATIONS OF UTSTARCOM\n\n 3.1 DILIGENCE. UTStarcom shall use its best efforts to promote\nthe marketing and distribution of the Products to realize the sales potential\nfor the Products in the Territory. Except as expressly set forth herein,\nUTStarcom shall be [***] responsible for all costs and expenses related to the\nadvertising, marketing, promotion, and distribution of the Products and for\nperforming its obligations hereunder.\n\n 3.2 REPORTS.\n\n 3.2.1 UTStarcom shall provide IWAV, on a calendar [***]\nbasis, a written sales activity report indicating quantities of Products\npurchased and total dollar amounts invoiced to all purchasers. UTStarcom also\nshall maintain records sufficient to create the foregoing reports.\n\n 3.2.2 UTStarcom shall make available its Customer shipment\nrecords to IWAV and permit IWAV's inspection of UTStarcom's books and records\n(including computer database records) as IWAV may from time to time reasonably\nrequest.\n\n 3.3 SOURCE. In order to assure the authenticity and quality of\nthe Products, UTStarcom shall obtain any and all of the Products solely from\nIWAV or IWAV's designee. UTStarcom shall not obtain the Products from any other\nsource without the IWAV's prior written approval.\n\n 3.4 PRODUCT SUPPORT.\n\n 3.4.1 UTStarcom shall be [***] responsible for supporting\nall Products distributed hereunder. UTStarcom shall provide reasonable technical\nsupport to Customers, including without limitation (1) maintaining trained and\ncompetent technical and engineering support personnel for the Products who are\nsufficiently knowledgeable with respect to the Products to answer Customer\nquestions regarding the use and operation of Products, (2) designating a\ntechnical liaison to coordinate UTStarcom's technical support provided to\nCustomers, (3) responding promptly to requests for technical support from\nCustomers, and (4) providing technical support services to address and resolve\nCustomers' support requests with respect to the Products. UTStarcom shall ensure\nthat UTStarcom's technical and engineering support personnel attend any training\nprovided by IWAV with respect to the Products.\n\n 3.4.2 UTStarcom shall ensure that all Customer questions\nregarding the use or operation of Products are initially addressed to and\nanswered by UTStarcom. Unless otherwise agreed in writing by IWAV, UTStarcom\nshall not represent to any third party that IWAV is available to answer\nquestions from any Customer directly.\n\n 3.4.3 Without limiting the foregoing and in addition to\nany other obligations set forth in IWAV's then current support terms and\nconditions, UTStarcom also shall be responsible for (1) providing sufficient\ninformation to IWAV for IWAV to duplicate any reported error in the Products;\n(2) incorporating Updates into the Products promptly upon receipt thereof; (3)\nreporting errors promptly in English and in writing in accordance with IWAV's\nstandard support procedures; \n\n\n -3-\n\n\nand (4) providing reasonable cooperation and full information to IWAV in the\nfurnishing of support for the Products.\n\n 3.4.4 IWAV agrees upon signing this Agreement to promptly\narrange an appropriate training course for UTStarcom's personnel to be\nadequately trained in the installation and maintenance of IWAV's Products, by\narranging for IWAV to train UTStarcom's personnel at the UTStarcom's site in the\n[***]. [***] shall be responsible for the travel, lodging, and meal expenses of\nits training personnel.\n\n 3.4.5 PRODUCTS FOR UTSTARCOM USE. UTStarcom may order and\nuse Products for demonstration and internal purposes, provided UTStarcom shall\npay [***] for any such Products and use of any Software shall be governed by the\nterms of the Software License Agreement. UTStarcom agrees to purchase and\nmaintain at least [***] demonstration unit of the Product(s) upon execution of\nthis Agreement.\n\n 4. OBLIGATIONS OF IWAV\n\n 4.1 INFORMATION AND SUPPORT.\n\n 4.1.1 IWAV shall use reasonable efforts to provide to\nUTStarcom such back-up telephone or electronic-mail technical support as IWAV\nmakes generally available to its distributors other than UTStarcom. Such\ntelephone support shall be provided during UTStarcom's normal business hours for\nits offices located within the [***]. With respect to Software, during the term\nof this Agreement, IWAV will provide support only for the then-current version\nof the Software which incorporates all Updates to the Software.\n\n 4.1.2 Additionally, IWAV shall use reasonable efforts to\nextend the technical support described in Paragraph 4.1.1 above to 24 hours a\nday, 7 days a week for urgent matters. UTStarcom agrees that this extended\ncoverage should only be used under urgent circumstances, as determined by [***].\n\n 4.1.3 Upon terms to be mutually agreed upon, IWAV will\ndispatch qualified engineers and other necessary personnel within a reasonable\ntime to UTStarcom to enable UTStarcom to provide the necessary technical support\nto its clients in the Territory, [***] may deem reasonably necessary.\n\n 4.1.4 IWAV, [***] will consider maintaining a\nrepresentative stock level of spare parts in the Territory in order to meet\nCustomer's requirements for quick response time to system failures during the\nWarranty Period. [***] agrees to provide storage facilities and take full\nresponsibility for keeping the spare parts in good condition.\n\n 4.1.5 In order to ensure the success of this Agreement,\nand in addition to any other obligation of IWAV contained within this Agreement,\nIWAV will provide technical support services relating to the initiation of the\nterms and conditions of this Agreement, including but not limited to the\nfollowing: a) project bid proposal support; b) technical training; and c)\ntechnical assistance with respect to the modification of Product network\ninterfaces, as may be mutually agreed \n\n\n -4-\n\n\nupon by the parties hereto. [***] shall be responsible for the expenses related\nto technical support services provided pursuant to this Section 4.1.5.\n\n 4.2 MARKETING MATERIALS. IWAV, at [***] expense, shall\nperiodically provide UTStarcom with reasonable quantities of IWAV's advertising\nand promotional materials, pricing information and technical data related to the\nProducts in English, in each case to the extent IWAV in its discretion makes\nsuch materials generally available to its distributors other than UTStarcom;\nprovided that [***] shall pay the freight costs and other taxes and duties\napplicable to any such items provided or the delivery thereof. UTStarcom shall\nmodify the materials described in this Section 4 only with IWAV's prior written\napproval.\n\n 4.3 TRANSLATION. UTStarcom may translate the Documentation for\nuse within the Territory, it being understood that UTStarcom hereby assigns to\nIWAV all ownership rights in and to translated versions of the Documentation and\nagrees to, or cause its employees, agents and consultants to, execute such\ndocuments and perform such acts as may be reasonably necessary to perfect such\nassignment.\n\n 4.4 TYPE APPROVAL; HOMOLOGATION\/CERTIFICATION. IWAV will\nprovide its prompt and best efforts to assist UTStarcom, as it may reasonably\nrequest, with all type approval, homologation, and\/or certification processes\nthat may be required for commercial distribution of the Products, including but\nnot limited to UTStarcom's use of existing type approval certifications that\nIWAV may then currently have access to. The parties shall equally share any\nexpenses directly related to any type approval, homologation and\/or\ncertification processes.\n\n 4.5 JOINT PRODUCT DEVELOPMENT. As may be mutually agreed to\nfrom time to time by the parties hereto, IWAV and UTStarcom agree to jointly\ncooperate in the design and development of products other than the Products,\nand\/or new features for the Products. UTStarcom and IWAV agree that any such\njoint product development shall be the subject of a separate agreement, the\nterms and conditions of which to be mutually agreed to by the parties.\n\n 4.6 PRODUCT DEVELOPMENT VISIBILITY. In order to facilitate the\ndevelopment of Products and Product features that may be best suited for\nmarketability in the Territory, IWAV agrees to provide UTStarcom with access to\ntechnical information relating to IWAV's design and development of new products\nother than the Products, and\/or new features being developed for the Products.\nSuch technical information shall include but not limited to information\nregarding the following: [***]. UTStarcom represents and warrants that is shall\nkeep such technical information confidential as required by Section 16 of this\nAgreement.\n\n 5. PRICE\/PRICE CHANGE\n\n 5.1 PRICE. The prices and fees to be paid by UTStarcom to IWAV\nfor Products are as set forth in price purchase schedules or bulletins issued by\nIWAV from time to time during the term of this Agreement (\"Prices\"). The Prices\nof Products as of the Effective Date are as set forth in Exhibit A attached\nhereto, a copy of which is attached hereto and incorporated by reference. Prices\nare [***]. The difference between the Price and UTStarcom's price to its\nCustomers shall be UTStarcom's sole remuneration from IWAV for the distribution\nand sale of Products.\n\n\n -5-\n\n\n 5.2 PRICE CHANGES. Prices are subject to change by IWAV [***].\nIWAV shall forward to UTStarcom written notice of any price change at least\n[***] prior to its effective date. Price changes will only apply to orders\nreceived by IWAV after the effective date of the price change. IWAV will\nmaintain prices for Products on any existing customer contracts or bid\nproposals, which contain price assurances for which it had given prior approval.\n\n 5.3 SPECIAL DISCOUNTS. UTStarcom [***] may offer special\ndiscounts for certain projects in order to win business over competition.\nSpecial Discounts are effective immediately and applicable only to the intended\nprojects.\n\n 6. TAXES AND OTHER CHARGES\n\n 6.1 TAXES GENERALLY. Prices do not include and are net of any\nforeign or domestic governmental taxes or charges of any kind that may be\napplicable to the sale, licensing, marketing or distribution of the Products,\nincluding without limitation excise, sales, use, or value-added taxes; customs\nor other import duties; or other taxes, tariffs or duties. UTStarcom shall be\nresponsible for and shall pay all such taxes and charges levied against IWAV in\na timely manner. When IWAV has the legal obligation to pay or collect such\ntaxes, excluding taxes on the income of IWAV, the appropriate amount shall be\ninvoiced to UTStarcom and paid by UTStarcom within [***] of the date of invoice\nunless UTStarcom provides IWAV with a valid tax exemption certificate authorized\nby the appropriate taxing authority.\n\n 6.2 WITHHOLDING TAXES. All payments by UTStarcom must be made\nfree and clear of, and without reduction for, any withholding taxes. Any such\ntaxes which are otherwise imposed on payments to IWAV are the sole\nresponsibility of UTStarcom. UTStarcom shall provide IWAV with official receipts\nissued by the appropriate taxing authority or such other evidence as is\nreasonably requested by IWAV to establish that such taxes have been paid.\n\n 7. PAYMENT\n\n 7.1 PAYMENT TERMS. Payment shall be in U.S. Dollars. UTStarcom\nshall pay [***] for Products by either check or wire transfer (at UTStarcom's\ndiscretion) to IWAV's designated account within [***] of receipt of invoice.\n\n 7.2 BOOKS AND RECORDS; AUDIT. UTStarcom agrees to maintain,\nuntil [***] after expiration of this Agreement, complete books, records and\naccounts relevant to computation and accounting for amounts payable under\nSection 5 above. UTStarcom agrees to allow an independent certified public\naccountant the right to audit and examine such books, records and accounts\nduring UTStarcom's normal business hours no more than once per [***] upon\nreasonable notice to verify the accuracy of the reports and payments made to\nIWAV under this Section 7. In the event such examination leads to a\ndetermination that UTStarcom has not paid all amounts payable under this\nAgreement, UTStarcom agrees to pay, in addition to any damages to which IWAV\nmight be entitled, the amount of such shortfall.\n\n 8. ORDERS\n\n\n -6-\n\n\n 8.1 ORDER AND ACCEPTANCE. All orders for Products submitted by\nUTStarcom shall be initiated by written purchase order sent to IWAV and\nrequesting a shipment date during the term of this Agreement; provided, however,\nthat an order may be initially placed orally, by telecopy or fax if a\nconfirmational written purchase order is received by IWAV within [***] of an\noral, telecopy or fax order. All orders for Products are subject to acceptance\nby IWAV in writing, and IWAV has no liability to UTStarcom with respect to\npurchase orders that are not accepted. No partial acceptance of a purchase order\nconstitutes the acceptance of an entire order, unless IWAV explicitly accepts\nthe entire order. To facilitate IWAV's production scheduling, UTStarcom shall\nsubmit purchase orders to IWAV in accordance with IWAV's lead times then in\neffect which shall be communicated to UTStarcom upon UTStarcom's request.\nNotwithstanding the foregoing, UTStarcom acknowledges and agrees that the\nshipment and delivery dates are estimates only.\n\n 9. SHIPMENT\/RISK OF LOSS\n\n Products delivered pursuant to the terms of this Agreement shall be\nsuitably packed for shipment in IWAV's standard shipping cartons, marked for\nshipment to the destination specified in UTStarcom's purchase order, and\ndelivered to the carrier agent [***]. Unless otherwise instructed in writing by\nUTStarcom in UTStarcom's purchase order, IWAV shall select the carrier. All\nfreight, insurance, and other shipping expenses, excepting expenses for any\nspecial packing requested by UTStarcom and provided by IWAV, shall be paid by\n[***].\n\n 10. REJECTION\n\n UTStarcom shall inspect all Products promptly upon receipt thereof and\nmay reject any defective Product, provided that UTStarcom shall (i) within the\nearlier of [***] after receipt of such alleged defective Product or [***] after\ndiscovery of such alleged defect, notify IWAV of its rejection and request a\nReturn Material Authorization (\"RMA\") number, and (ii) within [***] of receipt\nof the RMA number from IWAV return such rejected Product to IWAV, freight\nprepaid and properly insured. Products not rejected within the foregoing time\nperiods shall be deemed accepted by UTStarcom. In the event that IWAV determines\nthat the returned Product is defective and properly rejected by UTStarcom, IWAV\nshall [***], repair or replace such defective Product, or accept return for\ncredit of such defective Product. IWAV shall return to UTStarcom, freight\nprepaid, all repaired or replaced Products properly rejected by UTStarcom. In\nthe event that any rejected Product is determined by IWAV to not be defective or\nto have been modified or subjected to unusual electrical or physical stress,\nmisuse, abuse or unauthorized repair, UTStarcom shall reimburse IWAV for all\ncosts and expenses related to the inspection, repair, if any, and return of such\nProduct to UTStarcom.\n\n 11. PRODUCT CHANGES\n\n IWAV reserves the right, after fulfillment of any outstanding Product\norders from UTStarcom, to discontinue or to limit its production of any Product\nupon [***] prior written notice to UTStarcom; to allocate, terminate or limit\ndeliveries of any Product in time of shortage, provided however that UTStarcom's\nProduct orders shall be given priority over the orders of other distributors in\ntimes of Product shortage; to alter the design or construction of any Product;\nto add new and \n\n\n -7-\n\n\nadditional products to the \"Products;\" and upon reasonable notice to UTStarcom,\nto change its sales and distribution policies, not inconsistent with the terms\nof this Agreement.\n\n 12. FORECASTS\n\n By the end of each calendar [***], UTStarcom shall provide IWAV with a\ngood faith [***] rolling forecast, commencing with the next calendar [***], that\nshows UTStarcom's prospective requirements for the Products and anticipated\npurchase order submittal dates, including all sales and business prospects, in\nsuch format as specified by IWAV (\"Forecast\"). Forecasts shall commence on the\nfirst day of the calendar [***] following submission of the Forecast to IWAV.\nSuch Forecasts are for IWAV's planning purposes only and shall not constitute a\nbinding obligation on the part of IWAV to supply Products in accordance with\nsuch Forecasts. Notwithstanding the foregoing, UTStarcom will use its best\nefforts to make each Forecast as accurate as possible. In the event UTStarcom\nbelieves, in good faith, that the results forecast by UTStarcom in UTStarcom's\nForecast are inaccurate, UTStarcom will notify IWAV promptly and provide IWAV\nwith a revised Forecast.\n\n 13. RETURNED PRODUCT\n\n Any Product returned to IWAV by UTStarcom as authorized under this\nAgreement shall be shipped, [***], and shall be packed in its original packing\nmaterial. IWAV may refuse to accept any Product not packed and shipped as herein\nprovided.\n\n 14. LIMITED WARRANTY\n\n 14.1 LIMITED WARRANTY. Subject to the provisions of this Section\n14, IWAV warrants to UTStarcom that the non-Software Products, as delivered,\nwill be free from defects in materials and workmanship for a period of [***]\nfrom the date of delivery (\"Warranty Period\"). IWAV, at its sole discretion, may\nextend the Warranty Period if expressly required by the Customer, in which case\nthe extended Warranty Period shall be specified by IWAV in writing. The\nforegoing warranty is contingent upon proper use of the Products in the\napplications for which they were intended and shall not apply to Products that\nare modified or subjected to unusual physical or electrical stress, misuse,\nabuse, or unauthorized repair. IWAV's [***] liability and UTStarcom's [***]\nremedy shall be limited to repair, replacement, credit or refund, at [***] sole\noption and election. [***] shall pay all freight charges for shipment of any\nreplacement Product to UTStarcom during the Warranty Period. Replacement or\nrepair of a Product shall not extend the original warranty for that unit, and\nUTStarcom may return Product only during the original Warranty Period. All\nSoftware is provided \"AS IS\" and IWAV makes no warranty that Software operation\nwill be uninterrupted or error-free in case of misuse or improper installation\nby a party other than IWAV or UTStarcom's trained staff. UTStarcom is [***]\nresponsible for any other warranty or product liability claims arising from the\nsuitability of the Products for a specific purpose or incorrect Product\napplication. Under no circumstances shall IWAV have any liability in respect of\nany Product except to the extent set forth in this Section 14.1.\n\n 14.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION\n14.1 ABOVE, IWAV MAKES NO WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, IMPLIED,\nOR OTHERWISE, AND IWAV SPECIFICALLY DISCLAIMS THE \n\n\n -8-\n\n\nIMPLIED WARRANTIES AND CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND\nFITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, IWAV DOES NOT\nEXCLUDE LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE EXCLUDED OR\nLIMITED BY LAW.\n\n 14.3 INHERENTLY DANGEROUS APPLICATIONS. THE PRODUCTS ARE NOT \nAUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS \nOR FOR USE IN AVIATION, NUCLEAR OR ANY OTHER INHERENTLY DANGEROUS APPLICATION \nWITHOUT THE EXPRESS WRITTEN APPROVAL OF THE MANAGING DIRECTOR OF IWAV. LIFE \nSUPPORT DEVICES OR SYSTEMS ARE THOSE WHICH ARE INTENDED TO SUPPORT OR SUSTAIN \nLIFE AND WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO RESULT IN A \nSIGNIFICANT INJURY TO THE USER. CRITICAL COMPONENTS ARE THOSE COMPONENTS \nWHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE FAILURE OF A \nLIFE SUPPORT DEVICE OR SYSTEM OR AFFECT ITS SAFETY OR EFFECTIVENESS.\n\n 14.4 UTSTARCOM LIMITATIONS. Except to the extent required by \napplicable law, UTStarcom shall not pass on to its Customers a warranty of \ngreater scope or protection than the warranty (including the limited remedy, \nexclusions, and limitation of liability) set forth in this Section 14 and \nSection 19 below. UTStarcom shall indemnify, defend and hold harmless IWAV \nfrom any claim or liability arising out of or relating to breach of the \nforegoing provisions of this Section 14 or representations or warranties \nwhich exceed IWAV's express warranties set forth in this Section 14.\n\n 14.5 PRODUCT RETURNS. In order to return Product that fails \nto conform to the foregoing warranty set forth in this Section 14, UTStarcom \nshall (i) notify IWAV in writing that such Product failed to conform with the \nwarranty set forth in this Section 14 and furnish a detailed explanation of \nany alleged nonconformity; (ii) obtain a RMA number for the nonconforming \nProduct from IWAV; and (iii) within [***] of receipt of the RMA number, \nreturn such Product to IWAV, [***], with the RMA number prominently attached \n[***].\n\n 14.6 CUSTOMER CLAIMS. UTStarcom shall ensure that all \nCustomer warranty claims are addressed to UTStarcom and not to IWAV. \nUTStarcom shall, promptly upon being given notice by a Customer of a claim \ncovered by IWAV's warranty, provide to IWAV written notice of such claim, and \nshall include in that notice sufficient information that IWAV can determine \nthe source of the problem. If resolving the problem requires replacement \nparts, then IWAV will provide those replacement parts to UTStarcom and \nUTStarcom will install those parts according to IWAV's instructions. If \nresolving the problem requires modifications to the setup of the Products, \nthen UTStarcom shall make such modifications at IWAV's request and according \nto IWAV's instructions. In any event, UTStarcom shall notify IWAV promptly \nwhen any warranty services under this Agreement are completed.\n\n 15. TERM AND TERMINATION\n\n 15.1 TERM. This Agreement shall commence upon the Effective Date\nand continue in full force and effect for a fixed term of [***], unless earlier\nterminated in accordance with the \n\n\n -9-\n\n\nprovisions of this Agreement. This Agreement may be renewed for subsequent\none-year terms only by written agreement of the parties.\n\n 15.2 TERMINATION FOR CAUSE. Either party hereto may terminate this\nAgreement effective upon written notice to the other party stating its intention\nto terminate in the event (i) the opposite party breaches any of the provisions\nof Sections 2 or 16; (ii) any current legislation or exchange controls under\napplicable law preclude UTStarcom from making payments to IWAV in United States\ncurrency for a period of [***]; provided, however, that termination under this\nsubsection shall not relieve UTStarcom of its payment obligations under this\nAgreement; or (iii) any law, decree, or regulation is enacted by the government\nof the Territory which would impair or restrict (1) the right of either party to\nterminate or elect not to renew this Agreement as herein provided, (2) IWAV's\nright, title or interest in the Products or the intellectual property rights\ntherein, or (3) IWAV's rights to receive the payments under this Agreement.\nWithout limiting the foregoing, either party may terminate this Agreement\neffective upon written notice to the other party stating such party's intention\nto terminate, in the event the other party:\n\n 15.2.1 ceases to function as a going concern or to conduct\noperations in the normal course of business, or\n\n\n 15.2.2 has a petition filed by or against it under any state or\nfederal bankruptcy or insolvency law which petition has not been dismissed or\nset aside within [***] of its filing; or\n\n 15.2.3 fails to perform any of its obligations under this\nAgreement so as to be in default hereunder and fails to cure such default within\n[***] after written notice of such default.\n\n 15.3 PURCHASE ORDERS; NO WAIVER: UTStarcom shall be obligated to accept\ndeliveries of Products for which purchase orders were accepted by IWAV prior to\nthe effective date of termination. After any notice of termination has been\ndelivered by either party hereunder, deliveries of Product from IWAV to\nUTStarcom, unless otherwise agreed by IWAV [***], shall require prepayment by\n[***] (at [***] option) by UTStarcom to IWAV. The acceptance of any purchase\norder from or the sale or license of any Product to UTStarcom after the\ntermination or expiration of this Agreement shall not be construed as a renewal\nor extension of this Agreement nor as a waiver of termination of this Agreement.\n\n 15.4 NO LIABILITY FOR TERMINATION. Except as expressly required by law,\nin the event of termination of this Agreement by either party in accordance with\nany of the provisions of this Agreement, neither party shall be liable to the\nother, because of such termination, for compensation, reimbursement or damages\non account of the loss of prospective profits or anticipated sales or on account\nof expenditures, inventory, investments, leases or commitments in connection\nwith the business or goodwill of IWAV or UTStarcom. Termination shall not,\nhowever, relieve either party of obligations incurred prior to the termination.\n\n 15.5 SURVIVAL. UTStarcom may sell Products existing in its inventory as\nof the effective date of termination of this Agreement for a period of [***]\nafter the effective date of such termination (\"Wind-Down Period\"). During the\nWind-Down Period, the provisions of Sections 6, 7 \n\n\n -10-\n\n\nand 9 shall survive. In addition to the provisions set forth in this Section\n15.5, the following provisions shall survive expiration or any termination of\nthis Agreement: Sections 14, 16, 17, 19, 21 and the last sentence of Section\n18.2.\n\n 15.6 RETURN OF MATERIALS. All Products, trademarks, marks, trade\nnames, patents, copyrights, designs, drawings, formulas or other data,\nphotographs, samples, literature, and sales and promotional aids of every kind\nshall remain the property of IWAV. Within [***] after the effective date of\ntermination of this Agreement, UTStarcom shall at [***] option destroy all\ntangible items bearing, containing, or contained in, any of the foregoing, in\nits possession or control and provide written certification of such destruction,\nor prepare such tangible items for shipment and ship such items to IWAV or\nIWAV's designee, [***] IWAV, at [***] expense. UTStarcom shall not make or\nretain any copies of any Confidential Information (as defined in Section 16\nbelow) which may have been entrusted to it.\n\n 16. CONFIDENTIALITY AND PROPRIETARY RIGHTS\n\n 16.1 CONFIDENTIALITY. Each party hereto acknowledges that by\nreason of its relationship to the other party hereunder it will have access to\ncertain information and materials concerning the other party's business, plans,\nCustomers, technology, and products that are confidential and of substantial\nvalue to the Parties, which value would be impaired if such information were\ndisclosed to third parties (\"Confidential Information\"). Each party agrees that\nit will not use in any way for its own account or the account of any third\nparty, nor disclose to any third party, any Confidential Information revealed to\nit by the other party. Each party shall take every reasonable precaution to\nprotect the confidentiality of Confidential Information. Upon request by either\nparty, the other party shall advise whether or not it considers any particular\ninformation or materials to be confidential. Neither party shall publish any\ntechnical description of the Products beyond the description authorized by\nmutual agreement between the parties. In the event of termination of this\nAgreement, there shall be no use or disclosure by either party of any\nConfidential Information, and neither party shall manufacture or have\nmanufactured any devices, components or assemblies utilizing any of the other\nparty's confidential information. Notwithstanding the provisions of this Section\n16.1, the parties hereby consent to the public disclosure of the existence of\nthis Agreement, and to disclosure of the terms of this Agreement as may be\nrequired by law or governmental decree, including but not limited to any\ndisclosures which may be required by the United States Securities and Exchange\nCommission. Additionally, the parties hereto agree that each party may, after\nthe signing of this Agreement, publicize the existence of this Agreement by\nissuance of a press release describing the general nature of the relationship\nenvisioned hereby. Prior to the issuance of said press release[s], the releasing\nparty shall provide the other party with a draft copy of the proposed press\nrelease, and shall gain the other party's approval of the press release prior to\nissuance.\n\n 16.2 PROPRIETARY RIGHTS. UTStarcom agrees that IWAV retains all\nof its rights, title and interest in and to all patent rights, trademarks, trade\nnames, inventions, copyrights, know-how and trade secrets relating to the\nProducts or the product lines that include the Products, and the design,\nmanufacture, operation or service of the Products. The use by UTStarcom of any\nof these property rights is authorized only for the purposes herein set forth\nand upon termination of this Agreement for any reason such authorization will\ncease. UTStarcom shall not (and shall require that \n\n\n -11-\n\n\nits Customers do not) remove, alter, cover or obfuscate any copyright notices or\nother proprietary rights notices placed or embedded by IWAV on or in any\nProduct.\n\n 17. PATENT\/COPYRIGHT\/TRADEMARK INDEMNIFICATION\n\n 17.1 INDEMNITY. UTStarcom agrees that IWAV has the right to\ndefend, or at its option to settle, and IWAV agrees, at its own expense, to\ndefend or at its option to settle, any third party claim, suit or proceeding\n(collectively, \"Action\") brought against UTStarcom alleging the Products\ninfringe any patent, copyright or IWAV Trademark (as defined in Section 18.1) in\nexistence as of the Effective Date, subject to the limitations hereinafter set\nforth. IWAV will have sole control of any such Action or settlement\nnegotiations, and IWAV agrees to pay, subject to the limitations hereinafter set\nforth, any final judgment entered against UTStarcom on such issue in any such\nAction defended by IWAV. UTStarcom agrees that IWAV will be relieved of the\nforegoing obligations unless UTStarcom notifies IWAV promptly in writing of such\nAction, gives IWAV authority to proceed as contemplated herein, and gives IWAV\nproper and full information and assistance to settle and\/or defend any such\nAction. If it is adjudicatively determined, or if IWAV believes, that the\nProducts, or any part thereof, infringe any patent, copyright or trademark, or\nif the sale or use of the Products, or any part thereof, is, as a result,\nenjoined, then IWAV may, at its election, option, and expense: (i) procure for\nUTStarcom the right under such patent, copyright or trademark to sell or use, as\nappropriate, the Products or such part thereof; or (ii) replace the Products, or\npart thereof, with other noninfringing suitable Products or parts; or (iii)\nsuitably modify the Products or part thereof; or (iv) remove the Products, or\npart thereof, terminate distribution or sale thereof and refund the payments\npaid by UTStarcom for such Products less a reasonable amount for use and damage.\nIWAV will not be liable for any costs or expenses incurred without its prior\nwritten authorization, or for any installation costs of any replaced Products.\n\n 17.2 LIMITATIONS. Notwithstanding the provisions of Section 17.1\nabove, IWAV has no liability to UTStarcom for (i) any infringement of patent or\ncopyright claims alleging infringement by completed equipment or any assembly,\ncircuit, combination, method or process in which any of the Products may be used\nbut not covering the Products standing alone; (ii) any trademark infringements\ninvolving any marking or branding not applied by or requested by IWAV, or\ninvolving any marking or branding applied by IWAV at the request of UTStarcom;\nor (iii) the modification of the Products, or any part thereof, unless such\nmodification was made by IWAV, where such infringement would not have occurred\nbut for such modifications.\n\n 17.3 DISCLAIMER. IWAV'S LIABILITY ARISING OUT OF OR RELATING TO\nTHIS SECTION 17 SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY UTSTARCOM TO IWAV\nFOR THE ALLEGEDLY INFRINGING PRODUCTS THAT ARE THE SUBJECT OF THE INFRINGEMENT\nCLAIM. THE FOREGOING PROVISIONS OF THIS SECTION 17 STATE THE ENTIRE LIABILITY\nAND OBLIGATIONS OF IWAV AND THE EXCLUSIVE REMEDY OF UTSTARCOM AND ITS CUSTOMERS,\nWITH RESPECT TO ANY ALLEGED PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT BY THE\nPRODUCTS OR ANY PART THEREOF.\n\n 18. USE OF TRADEMARKS\/TRADE NAMES\n\n\n -12-\n\n\n 18.1 TRADEMARKS. During the term of this Agreement, UTStarcom\nshall distribute the IWAV Product(s) under the UTStarcom trademark and product\nlabel. The trademarks, marks, trade names and product labels of UTStarcom which\nshall be used for distribution of the Product(s) are set forth in EXHIBIT C\n(\"Trademarks\"), a copy of which is attached hereto, and incorporated into this\nAgreement by reference. UTStarcom shall have the right to indicate to the public\nthat it is an authorized distributor of IWAV's Products.\n\n 18.2 USE. Except as set forth in this Section 18, nothing\ncontained in this Agreement shall grant or shall be deemed to grant to UTStarcom\nany right, title or interest in or to IWAV's Trademarks. All uses of IWAV's\nTrademarks will inure solely to IWAV and UTStarcom shall obtain no rights with\nrespect to any of IWAV's Trademarks, other than the right to distribute Products\nas set forth herein, and UTStarcom irrevocably assigns to IWAV all such right,\ntitle and interest, if any, in any of IWAV's Trademarks. At no time during or\nafter the term of this Agreement shall UTStarcom challenge or assist others to\nchallenge IWAV's Trademarks (except to the extent expressly prohibited by\napplicable law) or the registration thereof or attempt to register any\ntrademarks, marks or trade names confusingly similar to those of IWAV.\n\n 19. LIMITATION OF LIABILITY\n\n IWAV's liability arising out of or relating to this Agreement shall not\nexceed the aggregate amounts paid by UTStarcom to IWAV hereunder. IN NO EVENT\nSHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE\nGOODS, OR ANY OTHER SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,\nHOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT\n(INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY\nREGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED\nREMEDY STATED HEREIN.\n\n 20. COMPLIANCE WITH LAWS\n\n 20.1 EXPORT CONTROL. UTStarcom understands and acknowledges that\nIWAV is subject to regulation by agencies of the United States Government,\nincluding, but not limited to, the U.S. Department of Commerce, which prohibit\nexport or diversion of certain products and technology to certain countries. Any\nand all obligations of IWAV to provide the Products, as well as any other\ntechnical information or assistance shall be subject in all respects to such\nUnited States laws and regulations as shall from time to time govern the license\nand delivery of technology and products abroad by persons subject to the\njurisdiction of the United States, including the Export Administration Act of\n1979, as amended, any successor legislation, and the Export Administration\nRegulations issued by the Department of Commerce, Bureau of Export\nAdministration. UTStarcom agrees to cooperate with IWAV including without\nlimitation, providing required documentation, in order to assist IWAV in\nobtaining export licenses or exemptions therefrom. UTStarcom warrants that it\nwill comply with the Export Administration Regulations and other United States\nlaws and regulations governing exports in effect from time to time. UTStarcom\nfurther agrees not to resell Products to any organization, public or private,\nwhich engages in the research or production of \n\n\n -13-\n\n\nmilitary devices, armaments, or any instruments of warfare, including\nbiological, chemical and nuclear warfare.\n\n 20.2 GOVERNMENTAL APPROVALS. UTStarcom represents and warrants\nthat it has obtained all required approvals of the government within the\nTerritory in connection with this Agreement and that the provisions of this\nAgreement and the rights and obligations of the parties hereunder, are\nenforceable under the laws within the Territory.\n\n 20.3 FOREIGN CORRUPT PRACTICES ACT. In conformity with the\nUnited States Foreign Corrupt Practices Act and with IWAV's established\ncorporate policies regarding foreign business practices, UTStarcom and its\nemployees and agents shall not directly or indirectly make any offer, payment,\nor promise to pay; authorize payment; nor offer a gift, promise to give, or\nauthorize the giving of anything of value for the purpose of influencing any act\nor decision of an official of any government within the Territory or the United\nStates Government (including a decision not to act) or inducing such a person to\nuse his or her influence to affect any such governmental act or decision in\norder to assist IWAV in obtaining, retaining or directing any such business.\n\n 21. MISCELLANEOUS PROVISIONS\n\n 21.1 INDEPENDENT CONTRACTORS. The relationship of IWAV and\nUTStarcom established by this Agreement is that of independent contractors, and\nneither party is an employee, agent, partner or joint venturer of the other. All\nfinancial obligations associated with UTStarcom's business are the sole\nresponsibility of UTStarcom. All sales and other agreements between UTStarcom\nand its Customers are UTStarcom's exclusive responsibility and will have no\neffect on UTStarcom's obligations under this Agreement.\n\n 21.2 ASSIGNMENT. UTStarcom may not transfer or assign its rights\nor obligations under this Agreement without the prior written consent of IWAV.\nSubject to the foregoing sentence, this Agreement will be binding upon and inure\nto the benefit of the parties hereto, their successors and assigns.\n\n 21.3 INDEMNITY. Except for warranty claims for which IWAV is\nliable under Section 14 and infringement claims covered by Section 17, UTStarcom\nagrees to indemnify and hold IWAV harmless against any cost, loss, liability or\nexpense (including attorney's fees) arising out of third party claims against\nIWAV relating to UTStarcom's use and distribution of the Products.\n\n 21.4 NO IMPLIED WAIVERS. The failure of either party at any time\nto require performance by the other of any provision hereof shall not affect the\nright of such party to require performance at any time thereafter, nor shall the\nwaiver of either party of a breach of any provision hereof be taken or held to\nbe a waiver of a provision itself.\n\n 21.5 SEVERABILITY. If any provision of this Agreement is held to\nbe invalid by a court of competent jurisdiction, then the remaining provisions\nwill nevertheless remain in full force and effect. The parties agree to\nrenegotiate in good faith those provisions so held to be invalid to be valid,\nenforceable provisions which provisions shall reflect as closely as possible the\noriginal intent of the parties, and further agree to be bound by the mutually\nagreed substitute provision.\n\n\n -14-\n\n\n 21.6 FORCE MAJEURE. Except for payment of monies, neither party\nshall be liable for failure to fulfill its obligations under this Agreement or\nany purchase order issued hereunder or for delays in delivery due to causes\nbeyond its reasonable control, including, but not limited to, acts of God,\nman-made or natural disasters, earthquakes, fire, riots, flood, material or\nsupplier shortages, strikes, delays in transportation or inability to obtain\nlabor or materials through its regular sources. The time for performance of any\nsuch obligation shall be extended for the time period lost by reason of the\ndelay.\n\n 21.7 CONFLICTING TERMS. The parties agree that the terms and\nconditions of this Agreement shall prevail, notwithstanding contrary or\nadditional terms, in any purchase order, sales acknowledgment, confirmation or\nany other document issued by either party effecting the purchase and\/or sale of\nProducts.\n\n 21.8 HEADINGS. Headings of paragraphs herein are inserted for\nconvenience of reference only and shall not affect the construction or\ninterpretation of this Agreement.\n\n 21.9 LIABILITY OF IWAV. The provisions of this Agreement under\nwhich the liability of IWAV is excluded or limited shall not apply to the extent\nthat such exclusions or limitations are declared illegal or void under the laws\napplicable in the Territory in which Products are sold, unless the illegality or\ninvalidity is cured under the laws of the Territory by the fact that the law of\nCalifornia governs this Agreement.\n\n 21.10 CURRENCY CONTROL. UTStarcom represents and warrants that,\nas of the Effective Date of this Agreement, no currency control laws applicable\nin the Territory prevent the payment to IWAV of any sums due under this\nAgreement. In the event that any such laws come into effect and the local\ngovernment of the Territory does not permit that payment be made in United\nStates Dollars, UTStarcom will notify IWAV immediately, and if so instructed by\nIWAV, deposit all monies due IWAV to the account of IWAV in a local bank of\nIWAV's choice in the Territory.\n\n 21.11 NOTICE. Any notice required or permitted to be given under\nthis Agreement shall be delivered (i) by hand, (ii) by registered or certified\nmail, postage prepaid, return receipt requested, to the address of the other\nparty first set forth above, or to such other address as a party may designate\nby written notice in accordance with this Section 21.11, (iii) by overnight\ncourier, or (iv) by fax with confirming letter mailed under the conditions\ndescribed in (ii) above. Notice so given shall be deemed effective when\nreceived, or if not received by reason of fault of addressee, when delivered.\n\n 21.12 ENTIRE AGREEMENT. This Agreement contains the entire\nunderstanding of the parties with respect to the subject matter hereof and\nsupersedes all prior agreements relating thereto, written or oral, between the\nparties. Amendments to this Agreement must be in writing, signed by the duly\nauthorized officers of the parties. The terms of any purchase order are\nexpressly excluded.\n\n 21.13 GOVERNING LAW. This Agreement shall be governed by and\nconstrued under the law of the State of California, without regard to conflict\nof laws principles or the U.N. Convention on Contracts for the International\nSale of Goods.\n\n -15-\n\n\n 21.14 ARBITRATION. Any dispute or claim arising out of or in\nrelation to this Agreement, or the interpretation, making, performance, breach\nor termination thereof, shall be finally settled by binding arbitration under\nthe Rules of Conciliation and Arbitration of the International Chamber of\nCommerce as presently in force (\"Rules\") and by 3 arbitrators appointed in\naccordance with said Rules. Judgment on the award rendered may be entered in any\ncourt having jurisdiction thereof. The place of arbitration shall be Alameda\nCounty, U.S.A. Any monetary award shall be in U.S. dollars and the arbitration\nshall be conducted in the English language. The parties may apply to any court\nof competent jurisdiction for temporary or permanent injunctive relief, without\nbreach of this Section 21.14 and without any abridgment of the powers of the\narbitrator.\n\n\n\n -16-\n\n\n\n IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement\neffective as of the Effective Date.\n\nInterwave Communications International, LTD: UTSTARCOM:\n\n\nBy: \/s\/ Ian v. Sugarbroad By: \/s\/ Hong Liang Lu \n -------------------------------------------- ------------------------\nName: Ian V. Sugarbroad Name: Hong Liang Lu\n\nTitle: President & Chief Operating Officer Title: President & CEO\n\n\n\n\nExhibit:\n-------\nA: Product Listing & Pricing\n\nB: Activity Schedule\n\nC: Trademarks\n\n\n\n\n\n\n EXHIBIT A - PRODUCTS & PRICING\n\n INTERWAVE LIST PRICE LESS [***] (i)\n\n (i) Pricing based on distributor volume discount. Supplier and\nDistributor may negotiate alternative discount structures to meet specific needs\nin target markets or applications, on a case by case basis.\n\n<\/pre>\n
\n\n—————————————— ————————————— —————————————-
\n PART NUMBER DESCRIPTION UNIT PRICE US $
\n—————————————— ————————————— —————————————-
\n
\n [***]
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n EXHIBIT A – PRODUCTS & PRICING<\/p>\n
\n\n—————————————————————————————————————————
\nOPTIONS\/SPARES
\n—————————————————————————————————————————
\n PART NO. QNTY. DESCRIPTION PRICE
\n————————————- —————– ———————————————— ——————
\n
\n[***]<\/p>\n————————————- ————– ————————————————- ——————–
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
-2-<\/p>\n
EXHIBIT B – ACTIVITY SCHEDULE<\/p>\n
\n\n———————————————————————————————— ————————-
\n ACTIVITIES TARGET DATES
\n———————————————————————————————— ————————-
\n
\n1. Begin Type Approval\/Certification Process [***]
\n———————————————————————————————— ————————-
\n2. Launch Sales & Marketing Plan with Targeted Operators [***]
\n———————————————————————————————— ————————-
\n3. Launch First Trial with Selected Operator [***]
\n———————————————————————————————— ————————-
\n<\/c><\/s><\/caption>\n<\/table>\n EXHIBIT C – TRADEMARKS<\/p>\n
– UTStarcom-Registered Trademark- (name and distinctive logo)<\/p>\n
– PAS-TM-<\/p>\n
– WLL-TM-<\/p>\n
– AN-2000-TM-<\/p>\n
– OMUX-TM-<\/p>\n
– WACOS-TM-<\/p>\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":[9613,9619],"class_list":["post-42611","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__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42611","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=42611"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42611"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42611"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42611"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}