{"id":42713,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-license-agreement-siemens-ag-and-com21-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-license-agreement-siemens-ag-and-com21-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/purchase-and-license-agreement-siemens-ag-and-com21-inc.html","title":{"rendered":"Purchase and License Agreement &#8211; Siemens AG and Com21 Inc."},"content":{"rendered":"<pre>\n                                   SIEMENS AG\n                         PURCHASE AND LICENSE AGREEMENT\n\n\n            This Purchase and License Agreement (the \"Agreement\") is entered\ninto as of the Effective Date by and between COM21, Inc. (\"COM21\"), with offices\nat 750 Tasman Drive, Milpitas, California 95035, USA and Siemens AG, Public\nCommunication Networks Group (\"Siemens\"), Munich, with offices at Hofmannstrasse\n51 D-81359 Munchen, Germany.\n\n            1.    INTRODUCTION\n\n            1.1 COM21 has developed certain cable TV data interfaces with\nassociated firmware and software, all of which are collectively referred to in\nthis Agreement as \"Products\" and more particularly described in Exhibit A\nhereto.\n\n            1.2 Siemens wishes to purchase (or license, as applicable) the\nProducts from COM21 and sell, lease or otherwise dispose of the Products through\nitself and its Subsidiary Companies throughout the world.\n\n            1.3 COM21 shall supply Siemens with Products and associated\ndocumentation and shall provide the services subject to the terms and conditions\nof this Agreement.\n\n            2.    LIST OF EXHIBITS\n\n            The following Exhibits are attached to and incorporated into and\nmade a part of this Agreement\n\n            a)    Description\/Specification of Products..............Exhibit A\n\n            b)    Prices and Discounts...............................Exhibit B\n\n            c)    COM21 Support Terms and Conditions.................Exhibit C\n\n            d)    COM21 Warranty and Service Policy..................Exhibit D\n\n            3.    DEFINITIONS\n\n            \"Cable Modem Product\" means, collectively, the COM21 subscriber-end\ndata over cable modem and enhancements, upgrades and new versions thereof\nmanufactured by or on behalf of COM21 (but not manufactured by Siemens).\n\n            \"COM21 Headend Product\" means, collectively, the COM21 headend\ncontroller unit and enhancements, upgrades and new versions thereof manufactured\nby or on behalf of COM21 (but not manufactured by Siemens).\n\n\n\n     2\n\n            \"Confidential Information\" means information relating to the\nbusiness or anticipated business of either party including, but not limited to,\ntrade secrets, know-how, inventions (whether patentable or not), ideas,\nimprovements, works of authorship, derivative works, modifications, product\ndevelopment plans, forecasts, strategies, names and expertise of employees and\nconsultants, techniques, processes, algorithms, software programs, schematics,\ndesigns, contracts, customer lists, financial information, sales and marketing\nplans and all other business and technical information. In particular, but\nwithout limitation, the Software source code shall be the Confidential\nInformation of COM21.\n\n            \"Effective Date\" means the last date on which a party has executed\nthis Agreement.\n\n            \"End-User\" means a cable owner or operator, Multiple Systems\nOperator, program provider or any holding company or Subsidiary Company thereof\nor any other person or entity that provides or has plans to provide data or\ncable services.\n\n            \"Epidemic Failure\" means an identical fault of 10% of the Products\ndelivered to Siemens hereunder during a thirty-six (36) month period which\nfailed to comply with the warranty set forth in Section 14.1.\n\n            \"Products\" means collectively the Cable Modem Product, COM21 Headend\nProduct and the Software, as more particularly described in Exhibit A.\n\n            \"Software\" means, collectively, the COM21 network management\napplications programs and other software for the COM21 Headend Product and COM21\nmodem image software and other software for the Cable Modem Product, in object\ncode form, as described in Exhibit A, and enhancements, upgrades and new\nversions thereof.\n\n            \"Subsidiary Company\" means any entity which is owned or controlled\ndirectly or indirectly by a party hereto as to fifty percent (50%) or more of\nthe issued shares and\/or voting rights entitled to vote for the election of\ndirectors or other governing authority or otherwise having power to control such\nentity's general activities, but only for so long as such ownership or control\nshall continue.\n\n            \"Territory\" means every country in the world, excluding the Republic\nof South Korea and the Democratic Peoples' Republic of Korea (North Korea).\n\n            \"Update\" means a change or addition to the Software ( including,\nwithout limitation, modifications and revisions) that correct errors, problems\nor defects or that provide corrections. An Update is denoted by the third digit\nof release number. For example, version 2.1.1 would be an Update of version 2.l.\n\n            4.    PRODUCTS\n\n\n\n                                       2.\n     3\n\n            4.1 Subject to all the terms and conditions of this Agreement, COM21\nhereby appoints Siemens for the term of this Agreement as a non-exclusive\ndistributor of the Products only within the Territory. Products may be\ndistributed by Siemens and, if so appointed by Siemens, by its Subsidiary\nCompanies and other third parties which may act as subdistributors of Siemens.\nThe appointment of third parties other than Subsidiary Companies of Siemens as\nsubdistributors shall require COM21's prior written consent. Notwithstanding the\nforegoing any such Subsidiary Company and third party subdistributor shall be\nbound in writing to all the restrictions on Siemens contained in this Agreement\nand Siemens shall ensure in its written contracts with such Subsidiary Companies\nand third party subdistributors compliance by the Subsidiary Company or third\nparty subdistributor, as the case may be, with such restrictions. In addition,\nSiemens shall provide in its written contracts with all third party\nsubdistributors of the Products that COM21 is a third party beneficiary of such\ncontract for the purpose of enforcing such restrictions.\n\n                  (i) Siemens shall indemnify and hold COM21 harmless from and\nagainst all liabilities, damages, losses, costs and expenses caused by the\nfailure of any Subsidiary Company or third party subdistributor appointed by\nSiemens to comply with restrictions on Siemens contained in this Agreement.\nSiemens' obligation of indemnity pursuant to this subparagraph 4.1(i) arising\nfrom a third party, subdistributor's failure to comply with such restrictions\nshall subject to the liability limitations set forth in Section 27 below,\nprovided Siemens (i) promptly notifies COM21 of any such noncompliance of which\nSiemens becomes aware and (ii) uses its best efforts to mitigate the effect of\nsuch non-compliance exercising such rights as Siemens may have available at law\nor in equity including, without limitation, termination of the third party\nsubdistributor's appointment and ceasing supply of Products to such\nsubdistributor. In the event that Siemens fails to take legal action against a\nthird party subdistributor within thirty (30) days after first becoming aware of\nsuch subdistributor's non-compliance with applicable restrictions, COM21 shall\nmay elect, but shall have no obligation, to undertake its own action or\nproceeding against such third party subdistributor and Siemens shall provide\nCOM21 with reasonable assistance and cooperation in connection with such action\nor proceeding.\n\n            4.2 Subject to all the terms and conditions of this Agreement, COM21\nhereby grants to Siemens the following non-exclusive, sublicensable (to Siemens'\nSubsidiary Companies and appointed third party subdistributors only) and\nnon-transferable licenses within the Territory:\n\n                  (i) a license to use the Software solely for Siemens' and\nSiemens' Subsidiary Companies' internal purposes in connection with the\ninstallation, commissioning, testing and operation of the Products;\n\n                  (ii) a license to distribute and sublicense the Software to\nEnd-Users only for use with the Products; and\n\n\n                                       3.\n     4\n\n                  (iii) a license to copy, or have copied, Software Updates\nprovided to Siemens by COM21 for incorporation into the hardware of the Products\nmarketed in accordance with Section 4.1 above.\n\n            4.3 Siemens may distribute the Products only to persons and entities\nlocated and taking delivery within the Territory. Siemens acknowledges and\nunderstands that COM21 has granted Dacom International and Dacom, Inc. exclusive\nrights to distribute the Products in the Republic of South Korea and, when\ndistribution becomes legally permissible, in the Democratic Peoples' Republic of\nKorea (North Korea) (the \"Excluded Territory\"). Therefore, no distribution of\nthe Products shall be made by Siemens, any Subsidiary Company or other sales\noutlet to any person or entity where Siemens, such Subsidiary Company or other\nsales outlet knows or has reason to believe that the ultimate end user of such\nProduct is located within the Excluded Territory. COM21 will notify Siemens if\nCOM21 becomes aware of any distribution of the Products into the Excluded\nTerritory, directly or indirectly, by Siemens or any Subsidiary Company or other\nsales outlet. Upon receipt of such notification from COM21, Siemens will use its\nbest efforts to retrieve, within thirty (30) days, all shipments of the\nProducts, and terminate all future distribution of the Products, in the Excluded\nTerritory. COM21 shall be entitled to terminate this agreement immediately if\nSiemens fails to successfully retrieve all such Products.\n\n                  (i) Siemens shall indemnify and hold COM21 harmless from all\nliabilities, damages, losses, costs and expenses caused by distribution of the\nProducts in the Excluded Territory by a Subsidiary Company or other sales\noutlet. Siemens' obligation of indemnity pursuant to this subparagraph 4.3(i)\narising from distribution of the Products in the Excluded Territory by a third\nparty subdistributor or other sales outlet shall be subject to the liability\nlimitations set forth in Section 27 below, provided Siemens uses its best\nefforts to terminate such distribution of the Products by exercising such rights\nas Siemens may have available at law or in equity including, without limitation,\ntermination of the third party subdistributor's appointment and ceasing supply\nof Products to such subdistributor.\n\n            4.4 In addition to the rights granted under Section 4.2 above,\nSiemens, its Subsidiary Companies and appointed third party subdistributors\nshall have the right to entitle End-Users of the Products to transfer the rights\nunder Software sublicenses, subject to Sections 4.6 and 4.8, with a transfer of\nthe Products, provided Siemens and such Subsidiary Companies use commercially\nbest efforts to ensure that such End-User does not retain any copies of the\nSoftware that were not separately sublicensed by Siemens, its Subsidiary\nCompanies or appointed third party subdistributors.\n\n            4.5 The Software contains valuable confidential and proprietary\ninformation and trade secrets of COM21 and its licensees which have not been\npublished or otherwise placed in the public domain. Siemens shall not authorize\nnor permit any of its Subsidiary Companies, other sales outlets, licensees or\nany other third party to disassemble or reverse engineer or decompile the\nSoftware or otherwise attempt to learn the source code or the internal\nstructure, sequence or \n\n\n\n                                       4.\n     5\n\norganization of the Software, algorithms or underlying ideas contained in the\nSoftware, except as specifically authorized by applicable compulsory law.\n\n            4.6 As between the parties, COM21 retains and shall exclusively own\nall title to, and except as expressly and unambiguously licensed herein, all\nrights (including all patent rights, copyright rights, mask work rights, trade\nsecret rights, contract rights and all other intellectual property and\nproprietary rights anywhere in the world) and interest in the Software, any\nother software or firmware contained in the Products and all modifications,\nimprovements and derivative works (by whomever produced) thereof and\nDocumentation (as defined in Section 11); provided, however, COM21 shall have no\nrights hereunder to any software or computer code developed by or for Siemens\nusing the application programming interfaces contained in the Software.\n\n            4.7 Siemens shall not, without prior written consent of COM21,\ndelete, alter, obscure, modify or fail to reproduce in and on any copy of the\nSoftware, the name of such Software and any copyright or other proprietary\nnotices appearing in or on such Software provided by COM21. The same shall\napply, subject to Section 11, third paragraph, and Section 17.2 with respect to\nDocumentation and training materials provided by COM21.\n\n            4.8 All sublicenses granted by Siemens shall provide adequate\nprotection for COM21's intellectual property rights in the Software. Siemens\nshall distribute and sublicense, or permit a transfer of the rights regarding\nSoftware under a sublicense, the Software licensed to Siemens hereunder to\nEnd-Users under terms and conditions no less protective with regard to such\nSoftware as Siemens licenses its own software to End-Users. All copies of the\nSoftware are licensed according to Sections 4.2 and 4.4 and not sold.\n\n            5.    TERM OF AGREEMENT\n\n            The initial term of this Agreement shall commence on the Effective\nDate and continue in effect for a period of (5) five years. This Agreement may\nbe renewed for successive one (1) year renewal terms upon prior written\nagreement of the parties.\n\n            6.    FORECASTS\n\n            On the Effective Date, and at least every two (2) months thereafter,\nSiemens shall provide COM21 with a twelve (12)-month forecast in writing of\norders for Products to be placed with COM21 for delivery during each of the\ntwelve (12) succeeding months (or such lesser number of months remaining during\nthe term of this Agreement). If any change in the forecast is known by Siemens,\nSiemens will promptly update the forecast to reflect such change and provide the\nupdated forecasts to COM21. Each such forecast shall represent Siemens' best\nestimate of its monthly requirements for Products during the period of the\nforecast but shall be advisory only and shall not be binding on Siemens.\n\n\n\n                                       5.\n     6\n\n            7.    ORDERING PROCEDURE\n\n            7.1 Siemens shall order Products by issuing written orders\n(\"Orders\") to COM21 at the address for COM21 stated in Section 30 below.\n\n            7.2 Orders shall be governed by the terms of this Agreement.\nDifferent or additional terms contained in any Order shall be subject to written\nacceptance by COM21.\n\n            7.3 COM21 shall accept or reject Orders received from Siemens within\nthree (3) business days of receipt of such Order. COM21 shall have no liability\nto Siemens with respect to any Order which is not accepted by COM21.\n\n            COM21 may reject an Order only to the extent it exceeds the\nforecasts as per Article 6 by more than thirty (30%), is otherwise not in\nconformance with the terms and conditions this Agreement or otherwise imposes\nunreasonable or likely unattainable commercial terms on COM21.\n\n            Acceptance or rejection of an Order must be sent by fax followed by\nletter to the Siemens department which issues the Order.\n\n            7.4 Siemens shall not submit any Order in an amount less than TWO\nTHOUSAND DOLLARS (US$2,000); provided, however, Siemens shall use its best\ncommercially reasonable efforts to ensure that each Order submitted to COM21 is\nin an amount of not less than TWENTY THOUSAND DOLLARS (US$20,000).\n\n            8.    PRICES\n\n            8.1 [*]\n\n            Prices are EXW (ExWorks, Incoterms 1990). COM21's shipping dock and\ninclude COM21's standard commercial packaging.\n\n            The prices for spare parts shall reflect COM21's manufacturing\nand\/or acquisition costs of the respective parts plus reasonable margins.\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions. \n                                       6.\n     7\n\n            8.2 COM21 shall have the right, in its sole discretion from time to\ntime, to change such prices within thirty (30) days' prior written notice. In\nthe event of a price decrease, new prices will apply to all shipments made after\nsuch notice period. In the event of a price increase, new prices will apply to\nall Orders accepted by COM21 after the notice period. New increased prices will\nnot apply to Orders placed before the date of the notice and to Orders resulting\nfrom quotations made by Siemens or a Subsidiary Company within the one hundred\nand eighty (180) day period preceding the date of the notice.\n\n\n            9.    DELIVERY\n\n            9.1 Delivery times (\"Delivery Time\") for the Products shall be:\n\n            Complete units of Products:   8 weeks\n            Spare parts:                  6 weeks\n\n                  after acceptance by COM21 of an Order.\n\n            Delivery Times for repaired or replaced parts of Products shall be\nfifteen (15) days after receipt by COM21 of faulty parts returned by Siemens.\n\n            9.2 Siemens shall be entitled to place emergency orders for minor\nquantities one (1) Headend Product and ten (10) units of Cable Modem Product per\nemergency order by giving notice by fax (with written confirmation sent by\nmail). For purposes of this Section 9.2, an Emergency Order is an Order placed\nby Siemens in response to an urgent End User request arising out of\nextraordinary circumstances. COM21 will use commercially reasonable efforts to\nship Products pursuant to an Emergency Order, not to exceed two (2) Emergency\nOrders per month or twelve (12) Emergency Orders in any consecutive twelve (12)\nmonth period, within two (2) days of COM21's acceptance of the Emergency Order.\n\n            9.3 Should circumstances arise that may result in a delayed delivery\nby COM21, COM21 shall promptly notify Siemens of such circumstances.\n\n            In the event of COM21's delay in delivery of Products beyond the\ntimes, set forth above in 9.1, except by reason of Force Majeure, Siemens shall\nbe entitled to a payment in the amount of [*] of the purchase price of the\ndelayed Products for each business day the Products are delayed not to exceed\n[*] of the total purchase price of such Products.\n\n            In the event the delay exceeds two (2) months, Siemens shall, in\naddition to the aforestated rights, be entitled to cancel the order wholly or in\npart without incurring any liability. COM21 shall indemnify and hold harmless\nSiemens against direct damages resulting from such cancellation, provided\nSiemens has exercised its best efforts to minimize such direct damages and\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to \n    the omitted portions. \n\n                                       7.\n     8\n\nexcluding consequential and incidental damages and damages resulting from\nprocurement of substitute goods or Siemens' negligence or wilful misconduct.\n\n            9.4 Delivery shall be ExWorks (EXW, Incoterms 1990), COM21's\nshipping dock. Title to the Products (other than Software) and risk of loss\nshall pass to Siemens upon delivery to the carrier at such shipping dock.\nShipping charges shall be paid by Siemens. Insurance coverage on all shipments\nis the sole responsibility of Siemens.\n\n\n            10.   DEMONSTRATION COM21 PRODUCTS\n\n            In order to accommodate the deployment of cable modems COM21 provide\nequipment to Siemens for demonstration, testing and service purposes as follows:\n\n            Munchen World-Wide Support:\n\n            Upon Siemens' request, COM21 will provide demonstration equipment\nfor Siemens Munchen world-wide support as follows:\n\n  \n  \nITEMS                                 COST (TRANSFER PRICE) TO SIEMENS\n-----                                 --------------------------------\n                                                                             \n10 ComPORTS                           COM21's fully burden manufacturing cost only\n2 ComCONTROLLER                       COM21's fully burden manufacturing cost only\n2 NMAPS                               No charge for license\n  \n\n            The above prices include upgrade fees to keep the software and\nhardware at the current and newest technical level.\n\n            Subsidiary Companies:\n\n            Upon Siemens' request, COM21 will provide demonstration equipment\nfor Subsidiary Companies of Siemens as follows:\n\n  \n  \nITEMS                                  COST (TRANSFER PRICE) TO SIEMENS\n-----                                  --------------------------------\n                                                                     \n10 ComPORTS                            COM21's current price list for demo\n                                       equipment and current price list for extended\n                                       hardware warrant contracts\n\nComCONTROLLER                          COM21's current price list for demo\n                                       equipment and current price list for extended\n                                       hardware warrant contracts\n  \n\n                                       8.\n     9\n\n  \n                                                                     \nNMAPS                                  No charge for license and upgrade fees\n  \n\n            If one year after purchasing the demonstration system, the\nSubsidiary Company wins contracts for accumulated more than 2,000 cable modems,\nCOM21 will agree to provide the Subsidiary Company a credit equal to fifty\npercent of the amount of the demonstration system purchased for the site\nincluding software and hardware upgrade maintenance fees paid. Such refund will\nbe done only once per Subsidiary Company. In order to assist Siemens, Munchen\nWorld-Wide Support and Siemens Subsidiary Companies in maintaining adequate\nproduct support, sales and marketing capabilities for future versions of the\nProducts and new COM21 products, COM21 agrees that all terms and conditions set\nforth above shall apply also to new Product versions and Product lines that\nCOM21 makes commercially available.\n\n            11.   DOCUMENTATION AND ACCESSORY\n\n            COM21 shall, upon execution of this Agreement, provide Siemens, free\nof charge, one (1) set of the documentation associated with each of the Products\n(the \"Documentation\"). Additional copies of the Documentation will be available\nfor purchase by Siemens.\n\n            All Documentation for a Product shall comply with COM21's most\nrecent technical standards for such Product and shall be updated to include\nProduct modifications. COM21 shall provide Siemens without delay and free of\ncharge one (1) copy of all updates of the Documentation for each Product\nsupplied by COM21 hereunder when COM21 makes such updates generally available to\nits other resellers. The foregoing obligation shall apply not only during the\nterm of this Agreement but also after its expiry for such time as such Products\nare used by End-Users or its Subsidiary Companies. In addition, COM21 shall use\ncommercially reasonable efforts during the term of this Agreement to promptly\nprovide Siemens, before the next generally available update without delay and\nfree of charge, information about changes in the Documentation for Products\nsupplied by COM21 hereunder.\n\n            Siemens shall be entitled to copy, modify (as long as the meaning of\nthe content is not changed), translate and use COM21's Documentation, subject to\nthe terms and conditions of this Agreement. Siemens may attach to such\nDocumentation its own copyright notices and supply any copied, modified or\ntranslated Documentation to End-Users, Subsidiary Companies and other resellers.\nSiemens shall make commercially reasonable efforts to promptly provide COM21,\nfree of charge, one (1) copy of any and all such modifications and translations\nof the Documentation made by or on behalf of Siemens. Where Siemens is entitled\nto allow sublicensing, it may sublicense the rights set forth in this paragraph\nto its resellers and sublicensees.\n\n            12.   TERMS OF PAYMENT\n\n            12.1 Payment shall be effected in US dollars and shall be due thirty\n(30) days after receipt of COM21's invoice.\n\n\n\n                                       9.\n     10\n\n            Payment shall not constitute acceptance of the Products by Siemens.\n\n            12.2 In the event that Siemens does not render undisputed payments\nat the due dates thereof, COM21 shall be entitled to interest on such delayed\npayments at an interest rate of one percent (1%) per month or, if lower, the\nmaximum rate permitted under applicable law.\n\n            12.3 Siemens will pay all charges pursuant to ExWorks (EXW,\nIncoterms 1990) including, without limitation, transportation charges and\ninsurance premiums, taxes not relating to Com21's income (subject to Section 13)\nand all government permit fees, license fees, customs fees and similar fees,\nduties and other governmental assessments in connection with this Agreement and\nthe performance of COM21's or Siemens' obligations hereunder.\n\n            12.4 COM21 shall not invoice any value-added-tax to Siemens.\n\n            13.  TAXES\n\n            13.1 Except as otherwise provided in Sections 12.3 and 12.4 above\nthe principle shall apply that any party shall bear and pay the taxes, charges\nand other duties imposed on it.\nIn particular the following shall apply:\n\n                  (i) Any and all taxes, charges and\/or other duties\n(hereinafter \"Taxes\") imposed by the laws of the Federal Republic of Germany on\nCOM21 with respect to any payments to be made by Siemens to COM21 under or in\nconnection with this Agreement shall be borne and paid by COM21. If required by\nthe laws of the Federal Republic of Germany, Siemens shall deduct Taxes imposed\nin Germany on payments to be made by Siemens under or in connection with this\nAgreement. Taxes imposed by the Federal Republic of Germany on such payments and\nshall pay over to the proper German tax authorities any and all amounts withheld\nby Siemens from payments to COM21.\n\n                  (ii) To the extent the Double Taxation Convention between the\nFederal Republic of Germany and the United States of America allows COM21 to\ncredit Taxes imposed on and paid by COM21 according to the laws of the Federal\nRepublic of Germany against Taxes imposed on and to be paid by COM21 according\nto the laws of the United States of America, Siemens shall provide to COM21\nofficial tax receipts issued by the German tax authorities or other\ndocumentation evidencing the payment by Siemens on behalf of COM21 of Taxes\nimposed by the Federal Republic of Germany on payments made by Siemens to COM21\nunder or in connection with this Agreement, the sum total of Taxes reflected on\nsuch official tax receipts or other documentation to equal the sum of all\namounts withheld by Siemens pursuant to this Section 13.\n\n                  (iii) To the extent the Double Taxation Convention between the\nFederal Republic of Germany and the United States of America entitles COM21 to\nclaim a reduction of or an exemption from Taxes imposed on and to be paid by\nCOM21 according to the laws of the Federal \n\n\n\n                                      10.\n     11\n\nRepublic of Germany, Siemens shall use all reasonable efforts to support COM21\nin obtaining a tax reduction\/exemption certificate (or the like) from the German\ntax authorities if so requested by COM21, to validate such a claim by COM21 for\ntax reduction of or exemption from Taxes imposed on or to be paid by COM21\naccording to the laws of the Federal Republic of Germany. As long as Siemens has\nnot received a copy of such tax reduction\/exemption certificate, Siemens shall\nbe entitled to deduct the full amount of Taxes from the payments to be made to\nCOM21 and to pay over to the proper German tax authorities the amount required\nby the laws of the Federal Republic of Germany to be withheld absent any\nentitlement to a reduction of or exemption from Taxes imposed by the Federal\nRepublic of Germany.\n\n\n            14.   WARRANTY\n\n            14.1 COM21 warrants only to Siemens that:\n\n                  (i) on the date of delivery, COM21 holds title to the Products\nfree and clear of any security interest, lien or encumbrances and that the\nhardware portions of the Cable Modem Product and COM21 Headend Product are newly\nmanufactured, contain new parts, comply with the requirements stated in Article\n14 below;\n\n                  (ii) for a period of fifteen (15) months from the date of\nshipment to Siemens of each Modem Product and copy of the Software, and for a\nperiod of eighteen (18) months from the date shipment to Siemens, each COM21\nHeadend Product (the \"Warranty Period\"), conforms with COM21's published\nspecifications for such Product (attached hereto in Exhibit A), and each Product\nis free from material defects in design, material and workmanship;\n\n                  (iii) the media provided by COM21 containing the Software is\nfree from physical defects; and\n\n                  (iv) that the Software substantially conforms with COM21's\npublished specifications for the Software, as set forth in Exhibit A and, to the\nbest of COM21's knowledge as of the Effective Date, the Software delivered by\nCOM21 is free from viruses.\n\n            14.2 Siemens may purchase an extended warranty for the Cable Modem\nProduct and the COM21 Headend Product and extended maintenance for the Software\nas stated in Exhibit D.\n\n            14.3 Siemens shall handle and be responsible for all warranty\nreturns of the Products from its direct and indirect customers. Siemens shall\nnotify COM21 within the Warranty Period of Products obtained from COM21 which do\nnot comply with the above warranty and shall obtain a Return Materials\nAuthorization (\"RMA\") number from COM21. At the time COM21 issues the RMA number\nto Siemens, COM21 will notify Siemens of the freight forwarder to be used for\nshipment back to Siemens of returned and repaired Products. Products returned\n(by Siemens only) \n\n\n\n                                      11.\n     12\n\nto COM21 during the Warranty Period (as shown by appropriate documentation) will\nbe repaired or replaced, at COM21's option, and delivered as stated in Exhibit D\nat no cost to Siemens. Alternatively, Siemens may, at the expense of COM21,\nreplace the Products having failed to conform to the warranty with Products in\nstock and COM21 shall replenish such stock following COM21's receipt of the\ndefective Products. COM21 will bear the cost of freight and insurance of\nreturned and repaired Products, such freight forwarder to be selected by COM21.\nAll returned Products must be secured by sufficient packaging, which shall\nconspicuously bear the RMA number Siemens obtains from COM21 prior to return.\nThe Warranty Period for a Product following repair or replacement of such\nProduct shall continue for the longer of ninety (90) days or remainder of the\nWarranty Period beginning after return shipment of the replaced or repaired\nProduct.\n\n            In the event the failure rate of any delivery lot exceeds ten\npercent (10%) of the lot and subject to verification by COM21, COM21 shall\nreplace the entire lot free of charge on an Emergency Order Basis.\n\n            If any Software including firmware supplied by COM21 hereunder fails\nto conform to the warranty in clause (iv) above and such failure is\nreproducible, COM21 shall correct the Software at no cost to Siemens in\naccordance with the error correction procedure set out in Exhibit E hereto.\n\n            14.4 After expiration of the Warranty Period, COM21 will repair\nProducts within fifteen (15) business days after COM21's receipt of the\ndefective Product, on a time and materials basis at prices and charges as set\nforth in Exhibit C and such prices and charges shall not be higher than those\nprovided by COM21 to third parties. COM21 will warrant such out-of-warranty\nrepair of COM21 Products for a period of ninety (90) days from the date of\nrepair, pursuant to the terms of Section 14.5.\n\n            14.5 The warranty set forth in Section 14.1 above does not extend to\nany Product that (i) is modified or altered, (ii) is not maintained to COM21's\nmaintenance recommendations, (iii) is operated in a manner other than that\nspecified by COM21, (iv) has its serial number removed or altered or (iv) is\ntreated with abuse, negligence or other improper treatment including, without\nlimitation, use outside the recommended environment), Siemens' sole remedy with\nrespect to any warranty or defect is as stated in Section 14.3 above. Siemens is\nfully responsible for satisfaction of its End-Users and will be responsible for\nall claims, damages, settlements, expenses and attorneys' fees incurred by COM21\nwith respect to Siemens' End-Users or their claims beyond COM21's above warranty\nobligation to Siemens, except for product liability claims arising from a design\nor manufacturing defect in an unmodified Product for which COM21 shall be\nresponsible.\n\n            14.6 COM21 warrants to Siemens that the Documentation provided to\nSiemens hereunder is the current version of the Documentation and is complete,\ntechnically accurate and that COM21 is entitled to grant the rights under\nDocumentation in accordance with the terms of this Agreement. If Documentation\nsupplied by COM21 hereunder materially fails to conform with this \n\n\n\n                                      12.\n     13\n\nwarranty, COM21 will, as Siemens' sole remedy, correct such Documentation\npursuant to the terms set forth in Exhibit E hereto\n\n            14.7 SUBJECT TO THE INDEMNIFICATION SET FORTH IN SECTIONS 18.1 AND\n18.2 AND THE WARRANTIES IN THIS SECTION 14, COM21 MAKES NO OTHER WARRANTIES WITH\nRESPECT TO THE PRODUCTS, THE DOCUMENTATION OR ANY SERVICES AND DISCLAIMS ALL\nOTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,\nFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, COM21 DOES NOT\nWARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS\nOF THE USE, OF THE PRODUCTS OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY,\nRELIABILITY OR OTHERWISE.\n\n            14.8 Siemens' Representations and Warranties. Except as expressly\nand unambiguously provided herein, Siemens represents, warrants and agrees not\nto modify, create any derivative work of, or include in any other software or\nmake any copies of the Software or any software or firmware contained in the\nCOM21 Products or copies or any portion thereof.\n\n            15.   TECHNICAL APPROVAL BY AUTHORITIES\n\n            15.1 For the purposes of this Article 15 the \"Approval Authorities\"\nshall mean the body or bodies having responsibility for approving the Products\nfor connection to communications networks in any country, except the Excluded\nTerritory.\n\n            15.2 The Products delivered by COM21 shall substantially comply with\nthe requirements of the Approval Authorities in the following countries:\n\n  \n                                          \nEurope                                   Austria, Belgium, Denmark, France,\n                                         Germany, Italy, Netherlands, Portugal,\n                                         Spain, Switzerland\n\nAsia                                     Taiwan\n\nNorth America                            Canada, USA\n\nSouth America                            Brazil, Chile, Colombia, Venezuela\n  \n\n            On Siemens' request COM21 shall make commercially reasonable efforts\nto modify the Products to become compliant also with the requirements of the\nApproval Authorities in other countries identified by Siemens. The details of\nsuch modifications (including, without limitation, costs, schedule for\ncompletion and scope of the modifications) will be agreed to between the parties\non a case by case basis.\n\n\n\n                                      13.\n     14\n\n            16.   CANCELLATION\/POSTPONEMENT OF ORDERS\n\n            16.1 Siemens shall be entitled to cancel Orders wholly or partially\nat any time by giving written notice to COM21. Except where the cancellation is\ncaused by reasons attributable to COM21 or attributable to Force Majeure, COM21\nshall be entitled to the following payments (excluding any further claims\nwhatsoever) in connection with any cancellation of a Purchase Order by Siemens:\n\n                  a) where notice of cancellation is given up to thirty (30)\ndays before the scheduled Delivery Time, the payments will be equivalent to\ntwenty percent (20%) of the value of the part of the Order(s) canceled; and\n\n                  b) where notice of cancellation is given more than thirty (30)\ndays, but less than sixty (60) days, before the scheduled Delivery Time, the\nPayment will be equivalent to ten percent (10%) of the value of the part of the\nOrder(s) canceled.\n\n            16.2 Siemens may postpone the agreed delivery dates up to ninety\n(90) days, at no charge, provided COM21 shall be notified of the postponement in\nwriting more than thirty (30) days before the Schedule Delivery time. However,\nif an Order is postponed more than ninety (90) days or if it is postponed twice,\nit will be deemed canceled.\n\n            17.   TECHNICAL TRAINING AND SUPPORT\n\n            17.1 Upon Siemens' request COM21 shall train experts of Siemens, its\nSubsidiary Companies or End-Users in the installation, testing, commissioning,\noperation, repairs and maintenance of the Products. Such training will be given\nfor each Product. COM21's trainers shall provide Siemens' trainees with adequate\ntraining materials (training documentation and additional used material like CBT\nor video clips), such materials being part of the Documentation. The details of\nsuch training, e.g., date, duration, location, number of trainees, etc. will be\nagreed upon by the parties on a case by case basis reasonably in advance. In any\nevent the training shall commence not later than four (4) weeks after Siemens'\nrequest.\n\n            All reasonable travel, meal and lodging expenses incurred by COM21\nin connection with the training shall be borne by Siemens for training that is\nconducted at Siemens' facilities. Siemens shall pay the fees stated. in Exhibit\nA for all training exceeding ten (10) Siemens' trainees for each course.\n\n            17.2 COM21 shall provide to Siemens a set of reproducible training\nmaterials, in either tangible or electronic form, including such materials as\nusually utilized by COM21 when instructing its own End Users (e.g., video clips)\nfor a onetime set-up fee of FIVE THOUSAND DOLLARS ($5,000). Such training\nmaterials shall be in English and, if available, also in German. Siemens shall\nbe entitled to copy, modify (as long as the meaning of the content is not\nchanged) and \n\n\n\n                                      14.\n     15\n\ntranslate such training materials and to affix Siemens' copyright\nnotices, in addition to COM21's copyright notices, to any copy of such\nmaterials. Siemens, its Subsidiary Companies and other sales outlets may utilize\nany copy of COM21's training materials for performing its own training courses\nfor their own End-Users. Siemens shall make commercially reasonable efforts to\nprovide COM21 with one (1) copy of any and all modifications and translations\nproduced by Siemens of the training materials.\n\n            17.3 COM21 shall provide second level support to Siemens of the\nProducts pursuant to the terms and conditions set forth in the COM21 Support\nTerms and Conditions in Exhibit C hereto. Such support shall be at no expense to\nSiemens, except that Siemens shall reimburse COM21 for all travel, lodging and\nmeal expenses of COM21 personnel performing on-site support at an End-User's\nfacility.\n\n            17.4 COM21 shall, at Siemens' reasonable request, provide reasonable\nsupport for Siemens' and its Subsidiary Companies' sales effort by, for example\nand not by way of limitation, making presentations to Customers, providing\ntechnical information concerning Products, supplying references and giving tours\nof plant. During the first six (6) months of the Initial term, this support will\nbe provided at no additional cost to Siemens. Thereafter the Parties will agree\nupon the amount payable by Siemens before the sales support services are\nprovided by Seller.\n\n            18.   PATENT, COPYRIGHTS AND TRADEMARKS\n\n            18.1 Siemens shall inform COM21 in writing without delay if a third\nparty brings a claim regarding the infringement of its protective rights (e.g.,\npatent, trademark, copyright, mask work, trade secret or other similar rights)\nby any of the Products.\n\n            Siemens shall not concede the validity of, or settle, such a claim\nfrom any third party without the prior written consent of COM21. COM21 shall\ndefend, indemnify and hold Siemens and its officers, directors. employees and\nagents harmless from liability resulting from infringement by the Product of any\nUnited States, European Community or Japanese patent or design patent issued as\nof the first date of delivery to Siemens of the applicable Product or any United\nStates, European Community or Japanese copyright or infringement of any United\nStates or European Community trademark resulting from Siemens' use of the Marks\n(as defined in Section 21) as permitted hereunder, provided COM21 is promptly\nnotified of any and all threats, claims and proceedings related thereto, given\nreasonable assistance in connection therewith and has sole control over the\ndefense and all negotiations for a settlement or compromise; COM21 will not be\nresponsible for any settlement it does not approve in writing. The foregoing\nobligation of COM21 does not apply with respect to any Product or portions or\ncomponents thereof (i) not supplied by COM21, (ii) made in whole or in part in\naccordance to Siemens' specifications and where the infringement relates to\nthese specifications, (iii) which is modified after shipment by COM21, (iv)\ncombined with other products, processes or materials not supplied by COM21,\nwhere the infringement relates to such combination, (v) where Siemens continues\nallegedly infringing activity after being \n\n\n\n                                      15.\n     16\n\nnotified thereof or after being informed of modifications that would have\navoided the alleged infringement, or (vi) where Siemens' use of the Product is\nincident to an infringement not resulting primarily from the Product or is not\nstrictly in accordance with the licenses granted hereunder. Siemens will\nindemnify COM21 and its officers, directors, employees and agents from all\ndamages, settlements, attorneys' fees and expenses related to a claim of\ninfringement excluded from COM21's indemnity obligation by the foregoing\nsentence.\n\n            18.2 In the event a Product is finally determined by a court of\ncompetent jurisdiction to infringe the rights of a third party, COM21 shall be\nobligated. at its sole option and cost, either:\n\n                  a) to acquire from the third party entitled to dispose of the\nrespective protective rights, the right of use required for the purposes of this\nAgreement; or\n\n                  b) to replace such infringing Products or parts thereof by\nnon-infringing ones complying with COM21's published specifications for such\nProduct, which Siemens shall accept as full and complete satisfaction (subject\nto indemnification under Section 18.1) for any claims it might have against\nCOM21 arising from such infringement.\n\n            18.3 COM21's obligation of indemnification under Sections 18.1 and\n18.2 with respect to liability from infringement of any third party European\nCommunity or Japanese patent, design patent, copyright or trademark shall not\nexceed the amount in aggregate paid to COM21 by Siemens for sales of the\nProducts in the country in which the infringement occurred during the twelve\n(12) month period prior to the date such liability arose. For purposes of this\nAgreement, a European Community patent, trademark and\/or copyright is any such\nstatutory right that is enforceable in the territory of the European Community\nand\/or member states of the European Patent Convention.\n\n            18.4  THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF\nNONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.\n\n            19.   TERMINATION AND PROVISIONS AFTER TERMINATION\n\n            19.1 This Agreement may by written notice be forthwith terminated by\neither party having such right as herein provided - and save of any other rights\nsuch party may have-upon the occurrence of either one or more of the following \nevents stated below:\n\n                  a) by either party in the event that the other party\nvoluntarily files a petition in bankruptcy or has such a petition involuntarily\nfiled against it (which petition is not discharged within ninety (90) days after\nfiling), or is placed in an insolvency proceeding, or if an order is issued\nappointing a receiver or trustee or a levy or attachment is made against a\nsubstantial \n\n\n\n                                      16.\n     17\n\nportion of its assets which order shall not be vacated, or set aside within\nninety (90) days from date of issuance, or if any assignment for the benefit of\nits creditors is made;\n\n                  b) by either party in the event that the other has failed in\nthe performance of any material contractual obligation herein contained,\nprovided that such default is not remedied within sixty (60) days after written\nnotice to such party specifying the nature of such default and requiring remedy\nof the same (except in the event of a breach of Sections 4.5, 14.8 or 20 in\nwhich case termination shall be effective immediately upon notice);\n\n                  c) if the other ceases to do business, or otherwise terminates\nbusiness operations; provided, however, that the acquisition of all or\nsubstantially all of a party's stock, assets or business shall not be grounds\nfor termination of this Agreement; or\n\n                  d) If the other shall fail to promptly secure or renew any\nlicense, registration, permit, authorization or approval for this Agreement or\nthe conduct of its business in the manner contemplated by this Agreement or if\nany such license, registration, permit, authorization or approval is revoked or\nsuspended and not reinstated within sixty (60) days.\n\n            19.2 This Agreement may be terminated by COM21 with respect to a\nSiemens Subsidiary Company immediately by written notice to Siemens upon the\noccurrence of any of the following events:\n\n                  a) In the event that the Subsidiary Company voluntarily files\na petition in bankruptcy or has such petition involuntarily filed against it\n(which petition is not discharged within ninety (90) days after filing), or is\nplaced in an insolvency proceeding, or if an order is issued appointing a\nreceiver or trustee or a levy or attachment is made against a substantial\nportion of its assets which order shall not be vacated, or set aside within\nninety (90) days from date of issuance, or if any assignment for the benefit of\nits predictors is made;\n\n                  b) In the event that the Subsidiary Company has failed in the\nperformance of any material contractual obligation herein contained, provided\nthat such default is not remedied within sixty (60) days after written notice to\nsuch party specifying the nature of such default and requiring remedy of the\nsame (except in the event of a breach of Sections 4.5, 14.8 or 20 in which case\ntermination shall be effective immediately upon notice);\n\n                  c) If the Subsidiary Company ceases to do business, or\notherwise terminates its business operations; provided, however, that the\nacquisition of all or substantially all of the Subsidiary Company's stock,\nassets or business shall not be grounds for termination of this Agreement; or\n\n                  d) If the Subsidiary Company shall fail to promptly secure or\nrenew any license, registration, permit, authorization or approval for this\nAgreement or the conduct of its \n\n\n\n                                      17.\n     18\n\nbusiness in the manner contemplated by this Agreement or if any such license,\nregistration, permit, authorization or approval is revoked or suspended and not\nreinstated within sixty (60) days.\n\n            19.3 Except in the event of a termination by COM21 pursuant to\nSection 19.1 (a) or (b), COM21 shall continue for a period of six (6) months\nfollowing termination of this Agreement, to supply to Siemens Products according\nto the terms of this Agreement to such extent as required by Siemens to fulfill\nall commitments to End-Users involving the Products which Siemens has undertaken\nprior to notice of termination of this Agreement, provided that Siemens promptly\nnotifies COM21 in writing of such commitments.\n\n            19.4 For a period of five (5) years after termination of this\nAgreement, except in the event of a termination by COM21 pursuant to Section\n19.1(a) or (b), COM21 shall supply to Siemens, in accordance with the terms and\nconditions in effect at the time of termination of the Agreement, Products\nrequired by Siemens for the expansion of the existing End-User systems in which\nProducts are already used, provided Siemens identifies in writing all End-Users\nfor whom such Products are required. If COM21 wishes to discontinue the\nmanufacture of such Products before the end of said five-year period after\ntermination or expiration of this Agreement, COM21 shall notify Siemens thereof\nand the parties will mutually agree upon the terms.\n\n            19.5 After termination of this Agreement, except in the event of a\ntermination by COM21 pursuant to Section 19.1(a) or (b), COM21 shall be obliged\nto supply spare parts to Siemens for a period of seven (7) years after the last\ndelivery by COM21 to Siemens of the Products for which such spare parts are\nused. Such supply shall be in accordance with the terms and conditions in effect\nat the time of termination of this Agreement. After such seven (7) year period,\nthe parties shall consult with each other whether or not to continue this\nobligation, on the terms to be mutually agreed upon by the parties, in\nconsideration of the quantity of remaining Products installed with Siemens'\nEnd-Users.\n\n            19.6 Termination is not the sole remedy under this Agreement and,\nwhether or not termination is effected, all other remedies will remain\navailable.\n\n            19.7 Except as otherwise provided in Sections 19.2, 19.3 or 19.4,\nupon any termination of this Agreement by COM21.\n\n                  (i) All licenses granted to Siemens and Siemens Subsidiary\nCompanies hereunder shall immediately terminate, and Siemens shall discontinue\nall distribution of the Products and use of the Marks; and\n\n                  (ii) Siemens may keep one (1) copy of the Software in object\ncode form to be used solely for support of its installed base of Products as of\nthe date of termination and Siemens shall have a limited license only to the\nextent necessary for Siemens to support the installed base of Products.\n\n\n\n                                      18.\n     19\n\n            Except as otherwise provided herein, upon termination of this\nAgreement, each party shall, within fifteen (15) days of the effective date of\nany termination, return to the other or destroy all manifestations of the other\nparty's Confidential Information and any and all other materials in such party's\npossession which had been furnished to it by the other party pursuant to this\nAgreement, and such party shall warrant in writing to the other within thirty\n(30) days after termination or expiration that all such materials have been\nreturned or destroyed.\n\n            19.8 Termination of this Agreement shall not relieve Siemens and\nCOM21 from their obligations to pay any sums accrued and payable hereunder. The\nparties agree that their respective rights, obligations and duties under\nSections 4.5, 4.6, 12, 14.7, 19.6, 19.7, 19.8, 20, and 25 39 as well as any\nrights, obligations and duties which by their nature extend beyond the\ntermination or expiration of this Agreement shall survive any termination or\nexpiration of this Agreement.\n\n            19.9 Each party understands that the rights of termination hereunder\nare absolute. Neither party shall incur any liability whatsoever for any damage,\nloss or expenses of any kind suffered or incurred by the other (or for any\ncompensation to the other) arising from or incident to any termination of this\nAgreement by such party which complies with the terms of this Agreement whether\nor not such party is aware of any such damage, loss or expenses.\n\n            20.   CONFIDENTIAL INFORMATION\n\n            20.1 Each party (the \"Receiving Party\") shall, at all times, both\nduring the term of this Agreement and thereafter for a period of five (5) years,\nkeep in confidence as a fiduciary all of the other party's (the \"Disclosing\nParty\") Confidential Information received by the Receiving Party irrespective of\nthe medium such information or data is embedded. Such Confidential Information\nhas to be - when disclosed in tangible form - marked as \"Confidential\" or\nsimilar legend by the Disclosing Party before disclosing to the Receiving Party\nor has to be - when disclosed orally or visually - summarized in writing by the\nDisclosing Party and said summary will be given to the Receiving Party within\nthirty (30) days of the subject oral or visual disclosure. In case of\ndisagreement, the Receiving Party must make any objections to the contents of\nthe summary in writing within thirty (80) days of receipt. The Receiving Party\nshall not use the Confidential Information of the Disclosing Party other than as\nexpressly permitted under the terms of this Agreement or by a separate written\nagreement. The Receiving Party shall take all reasonable steps to prevent\nunauthorized disclosure or use of the Disclosing Party's Confidential\ninformation and to prevent it from falling into the public domain or into the\npossession of unauthorized persons. The Receiving Party shall not disclose\nConfidential Information of the Disclosing Party to any person or entity other\nthan its officers, employees, consultants and subsidiaries who need access to\nsuch Confidential Information in order to perform its obligations under this\nAgreement and who have entered into written confidentiality agreements which\nprotect the Confidential Information of the Disclosing Party. The Receiving\nParty shall immediately give notice to the Disclosing Party of any unauthorized\nuse or disclosure of Disclosing Party's Confidential Information. The Receiving\nParty \n\n\n\n                                      19.\n     20\n\nagrees to assist the Disclosing Party to remedy such unauthorized use or\ndisclosure of its Confidential Information. With regard to the Software, the\nfive (5) year limitation shall not apply. The obligations of confidentiality\nshall not apply to any information the Receiving Party can document:\n\n                  (i) is or becomes available to the public or to the industry\nwithout the fault or negligence of the Receiving Party;\n\n                  (ii) was in the possession of the Receiving Party prior to\ndisclosure by the Disclosing Party;\n\n                  (iii) is subsequently lawfully received from a third party\nwithout restriction on further disclosure;\n\n                  (iv) has been independently developed by the Receiving Party\nwithout use of the Disclosing Party's Confidential Information by employees or\nagents who have not had any access to such Confidential Information;\n\n                  (v) is not in writing and marked with a legend indicating the\nsame is proprietary, private or confidential, or if disclosed in non-tangible\nform, is not summarized in writing and marked \"Confidential\" or \"Proprietary\"\nwithin thirty (30) days of the Disclosing Party's disclosures; or\n\n                  (vi) is required to be disclosed by any law or regulation, or\nby the decree of any competent tribunal; provided that the Disclosing Party\nshall limit its disclosure to the information required to be disclosed and shall\nuse its best efforts to provide the maximum possible notice to the other party\nprior to such disclosure and assist such party in seeking protection of the\ninformation to be disclosed.\n\n            Notwithstanding anything to the contrary, the Software source code\nand any and all firmware contained in the Products shall be deemed to be COM21's\nConfidential Information disclosed to Siemens subject to the confidentially\nrestrictions of this Section 20.1.\n\n            20.2 Both parties agree to treat the terms of this Agreement as\nconfidential under paragraph 20.1.\n\n            21.   TRADEMARKS AND TRADE NAMES\n\n            21.1 Siemens recognizes that COM21 is the owner of the trademarks\nand trade names connoting COM21 which may elect to use in the promotion and sale\nof the Products and that Siemens has no property rights or interest in or to\nsuch trademarks and trade names.\n\n\n\n                                      20.\n     21\n\n            21.2 COM21 and Siemens agree not to use each other's trademarks,\nbrand name, or logo in any manner, unless otherwise authorized in writing by the\nother.\n\n            21.3 Depending on the requirements for marketing to a particular\ncustomer End-User or in a particular market, Cable Modem Products shall be\nbadged with all or any of the following trademarks, as may be set forth in an\nOrder:\n\n                  a) COM21; or\n\n                  b) Siemens; or\n\n                  c) Any other trademark or designation mutually agreed upon by\nthe parties.\n\n            Siemens is entitled to use COM21's trademarks (hereinafter referred\nto as the \"Marks\") in advertisements, price lists, commercial notices, business\ncorrespondence, cartons, packing, sales literature, manuals, displays and signs\nrelating to the Products. In case Siemens uses the marks Siemens will use all\ncommercially reasonable efforts to use the then current Marks used by COM21 for\nthe Products. Siemens will undertake to identify COM21 in written material\n(e.g., in form of a footnote) as the owner of the Marks and shall obtain COM21's\nprior written approval of all materials bearing a Mark, which approval will not\nbe unreasonably withheld. COM21 will be deemed to have approved such use if\nSiemens does not receive notice of disapproval within ten (10) days after\nCOM21's receipt of a request for approval.\n\n            21.4 Siemens acknowledges that the ownership of the Marks is in\nCOM21 and agrees that it will do nothing inconsistent with such ownership by\nCOM21 (including, without limitation, registration of any of the Marks without\nCOM21's prior written consent) and that any use of the Marks by Siemens shall\ninure to the benefit of COM21.\n\n            21.5 Siemens agrees that this Agreement does not give Siemens any\nfurther right, title or interest than stated above to use the Marks and Siemens\nundertakes - as far as legally permissible - not to attack the validity or title\nof COM21 to the Marks nor assist anyone from doing so.\n\n            21.6 Siemens shall not use during the lifetime of this Agreement any\ntrademark, product name, logo or other designation colorably imitating or\nconfusingly similar to any of the Marks.\n\n            21.7 Siemens agrees that it will call to the attention of COM21 any\nuse of designations by any third party which Siemens reasonably considers might\nbe an infringement of a Mark. However, COM21 shall have the sole right to decide\nwhether or not proceedings shall be brought against such third parties at\nCOM21's expense. COM21 shall be entitled to any and all amounts awarded in such\nproceedings. In any event, Siemens agrees to cooperate fully with COM21 \n\n\n\n                                      21.\n     22\n\nto whatever extent necessary to prosecute such action, including, without\nlimitation, submitting proof of use and providing formal declarations with\nregard to use of the Marks.\n\n            21.8 On the request of Siemens, COM21 and Siemens will mutually\ndiscuss and agree upon the filing of any application for trademark protection of\nthe Marks and the responsibility of each party for the costs of such filing.\nCOM21 will furnish Siemens with a complete list of all applications and\nregistrations for the Marks in order to put Siemens into a position to decide\nwhether or not additional trademark protection is required.\n\n            22.   CHANGES TO PRODUCTS AND NEW PRODUCTS\n\n            22.1 COM21 reserves the right to change or modify any Product at any\ntime only to the extent it does not materially adversely affect compliance of\nsuch Product with the requirements stated in Article 15 and does not materially\nadversely affect the form, fitness, functions, safety, reliability, performance\nand\/or maintainability of such Product detailed in the specifications set forth\nin Exhibit A of this Agreement. If COM21 for whatever reason intends to make\ntechnical changes to a Product, COM21 shall use commercially reasonable efforts\nto notify Siemens at least ninety (90) days in advance, stating in writing the\ntype of changes, the reasons for them and the effects and consequences resulting\ntherefrom.\n\n            All changes in respect of the Product must be substantiated by\nsufficiently complete documentation commensurate with the nature of the change,\ne.g., by a field change bulletin relating to engineering, manufacturing or\nretrofitting.\n\n            22.2 If Siemens, for whatever reason, requests technical changes to\na Product, COM21 and Siemens shall negotiate in good faith an agreement to\nimplement such changes. Changes of Products due to End-User fault reports\nshowing Epidemic Failures shall be provided by COM21 free, of charge. In the\nevent of an Epidemic Failure of a Product, COM21 will, within thirty (30) days\nfollowing COM21's confirmation of the existence of the Epidemic Failure, correct\nsuch Epidemic Failure or provide Siemens with a written action plan for\ncorrection of such Epidemic Failure.\n\n            22.3 Changes to Products which are necessary due to End-User\nrequirements shall be implemented by COM21 subject to terms and conditions to be\nmutually agreed upon in writing.\n\n            22.4 Changes to Products affecting their compliance with the\nrequirements stated in Article 15 or their form, fitness, functions, safety,\nreliability, performance and\/or maintainability detailed in the specifications\nset forth in Exhibit A of this Agreement shall be implemented by COM21 subject\nto terms and conditions to be mutually agreed upon in writing.\n\n            22.5 Regarding changes as per this Article 22, COM21 shall at its\nown expense, and upon Siemens' request, submit to Siemens, as a bailee, free of\ncharge a minimum of three (3) \n\n\n\n                                      22.\n     23\n\nsamples of modified Products for testing purposes for a reasonable period of\ntime to be agreed upon by Siemens and COM21. All Products furnished by COM21 to\nSiemens under this Section 22.5 (\"Bailed Property\") shall: (i) be clearly marked\nor tagged as COM21's property; (ii) be and remain personal property and not\nbecome a fixture to real property; (iii) be subject to inspection by COM21 at\nany time; (iv) be used only for testing by Siemens; (v) be kept free of liens\nand encumbrances; (vi) be kept separate from other materials, tools or property\nof or held by Siemens; (vii) not be modified in any manner by Siemens; and\n(viii) shall be stored in a safe place and environment. In the event Siemens\nuses the Bailed Property for any purpose other than to conduct testing as\nspecified herein without COM21's prior written consent, Siemens agrees to\npurchase such Bailed Property at COM21's list price for such Bailed Property.\nCOM21 shall retain all rights, title and interest in and to the Bailed Property,\nand Siemens agrees to treat and maintain the Bailed Property with at least the\nsame degree of care as Siemens uses with respect to its own valuable equipment.\nSiemens shall bear all risk of loss or damage to the Bailed Property until it is\nreturned to COM21. After such tests Siemens shall, in its sole discretion, buy\nor return the Bailed Property to COM21 in good condition, normal wear and tear\nexcepted. The cost of the return shipment shall be borne by COM21 if the change\nis within the scope of Article 22.1, otherwise the cost of the return shipment\nshall be borne by Siemens. Siemens waives any illegal or equitable right it may\nhave to withhold the Bailed Property and Siemens agrees to execute all documents\nor instruments evidencing COM21's ownership of the Bailed Property and as COM21\nmay from time to time request.\n\n            22.6 If during the term of this Agreement, COM21 intends to\nintroduce a new Product replacing Products or designed or fit to supersede the\nProducts, COM21 shall inform Siemens thereof as soon as possible, but in any\nevent not less than ninety (90) days prior to such introduction, and shall\ntransmit to Siemens the specifications of such new Product. Upon Siemens request\nCOM21 shall provide test samples of new products in accordance with Article 22.5\nabove. Siemens may request and COM21 shall upon such request substitute the\nProducts with new products at mutually agreed upon prices.\n\n            22.7 COM21 reserves the right to discontinue any Product at any\ntime, provided that COM21 uses its best efforts to provide Siemens twelve (12)\nmonths prior notice of discontinuation. Notwithstanding the above, if a\ncompatible Product is not commercially available from COM21, then Siemens may,\nat its option, (a) elect to manufacture the discontinued Product pursuant to a\nseparate written agreement executed by the parties granting Siemens the right to\nmanufacture the Products or (b) elect to place a final purchase order for any\nquantity of the discontinued Product to be supplied by COM21 in one or more\ndeliveries.\n\n            23.   SAFETY SPECIFICATIONS\/CE-LABEL\n\n            COM21 represents and warrants that the Products conform to\napplicable EC directives in the current revision:\n\n            89\/336\/EEC\n\n\n\n                                      23.\n     24\n\n            73\/23\/EEC\n            91\/263\/EEC\n            93\/68\/EEC\n            92\/31\/EEC\n\n            COM21 guarantees that the statements in the EC Declaration of\nConformity are correct and is responsible to affix the CE Mark pursuant to said\ndirectives.\n\n            COM21 shall reimburse Siemens for all expenses approved by COM21 in\nwriting and for all direct damages incurred by Siemens in connection with\nnoncompliance by COM21 with said EC directives including, but not limited to,\nresulting from mandatory recalls of the Products or other immediately remedial\naction, provided COM21 is promptly notified in writing of any such\nnon-compliance, COM21 is permitted to assume sole control of correcting such\nnon-compliant Products and Siemens uses its best efforts to mitigate its damages\nresulting from such noncompliance of the Products.\n\n            COM21 will remain in compliance with the current versions of the\nEuropean Community directives applicable to the Products, provided Siemens gives\nCOM21 reasonable prior, written notice of any changes to such directives of\nwhich Siemens becomes aware, and further provided that COM21 shall have a\nreasonable amount of time to make modifications to the affected Products in\norder to comply with any such new or amended directives.\n\n            24.   CENTURY COMPLIANCE\n\n            24.1 When used in this Agreement with initial capital letters., the\nfollowing terms have the respective meanings given below:\n\n            \"Procured System\" means the computer software, computer firmware,\ncomputer hardware (whether general or special purpose), documentation, data, and\nother similar or related items of the automated, computerized and software\nsystem, or any component part thereof, as originally provided by COM21 to\nSiemens pursuant to this Agreement, unmodified by any party other than COM21\npursuant hereto.\n\n            \"Calendar Related\" refers to date values based on the Gregorian\ncalendar as defined in Encyclopaedia Britannica, 15th edition, 1982, page 602,\nand to all uses of those date values described in the Procured System\ndocumentation.\n\n            \"Date Data\" means any Calendar Related data in the inclusive range\nJanuary 1, 1900 through December 31, 2050 that the Procured System uses in any\nmanner.\n\n\n\n                                      24.\n     25\n\n            \"System Date\" means any Calendar Related date value in the inclusive\nrange from January 1, 1985 through December 31, 2035 (including the transition\nbetween such values) that the Procured System will be able to use as its current\ndate while operating.\n\n            \"Century Compliant\" means that the Procured System satisfies the\nrequirements set forth in Sections 1.2, 1.3, and 1.4 below.\n\n            \"Century Non-Compliant\" means any failure of the Procured System to\nbe Century Compliant.\n\n            24.2 COM21 represents that Calendar Related processing by the\nProcured System of the Date Data or of any System Date will not cause the\nProcured System to cease to operate substantially in accordance with the\nProcured System documentation.\n\n            24.3 COM21 further represents that all data fields for the Date Data\ncontained in the Procured System are four digit fields capable of indicating\ncentury and millennium.\n\n            24.4 COM21 further represents that no change in the System Date\n(including the change from the year 1999 to the year 2000) will cause the\nProcured System to cease to operate substantially in accordance with the\nProcured System documentation.\n\n            24.5 Notwithstanding any provision to the contrary set forth in this\nAgreement, COM21 makes no representation or warranty that the Procured System\nshall be Century Compliant when operating in conjunction with any computer\nsoftware, computer firmware, computer hardware, or any combination of the\nforegoing supplied by third parties.\n\n            24.6 This Section 1 shall survive the expiration or earlier\ntermination of this Agreement.\n\n            24.7 Century Noncompliance Remedy. In the event that the Procured\nSystem is Century Non-Compliant in any material respect, COM21 shall use\ncommercially reasonable efforts to modify or replace the Procured System, or\napplicable component thereof, to correct the Century Noncompliance. If COM21 is\nunable, through the use of commercially reasonable efforts, to modify or replace\nthe Procured System to correct the Century Noncompliance, COM21 shall refund to\nSiemens the license fee paid by Siemens to COM21 hereunder. The remedy set forth\nin this Section 2.0 shall be Siemens' sole remedy for Century Noncompliance of\nthe Procured System.\n\n            24.8 Noncompliance Notice. In the event COM21 (i) becomes aware of a\nCentury Noncompliance in the Procured System or (ii) begins any significant\neffort to conform the Procured System to any international, governmental,\nindustrial, or other standard (proposed or adopted) regarding Calendar Related\ndata and\/or processing, COM21 shall promptly inform Siemens of same. \n\n\n\n                                      25.\n     26\n\nCOM21 shall respond promptly and in reasonable detail to reasonable inquiries by\nSiemens with respect to (i) any Century Noncompliance in the Procured System or\n(ii) such standards.\n\n            25.   FORCE MAJEURE\n\n            Neither Party to this Agreement shall be held responsible for the\nperformance of any obligations under this Agreement (except payment obligations\nand obligations under Section 20) provided such performance is hindered or\nprevented by any circumstances of Force Majeure which are deemed to include war,\nriot, strike, lockout, flood, earthquake or other natural catastrophes or\nnational or local Government regulations and provided the party frustrated\nnotifies the other party without delay in writing at the beginning and end of\nany such circumstances. The party frustrated shall use every endeavor to\nminimize the hindrance or prevention of such fulfillment. Upon the ending of\nsuch circumstance, the frustrated party shall without delay resume the\nfulfillment of its obligations including any obligations, the performance of\nwhich was interrupted thereby.\n\n            26.   EXPORTS\n\n            COM21 shall not be obliged to perform deliveries, orders and other\nobligations under this Agreement if that performance is hindered by the\napplicable export laws and regulations of the European Community, the United\nStates of America or other countries.\n\n            With respect to those Products which include materials or technology\noriginating from the United States of America, which COM21 will identify in the\nindividual delivery documents, Siemens agrees that it will comply with all\nrestrictions, export laws and regulations of the United States of America, or\nforeign agency or authority, and not to export, or allow the export or reexport\nof any Product, Confidential information or any direct product thereof in\nviolation of any such restrictions, laws or regulations, or, without all\nrequired licenses and authorizations, to Cuba, Libya, North Korea, Iran, Iraq or\nRwanda or to any Group D:l or E:2 country (or any national of such country)\nspecified in the then current Supplement No. 1 to Part 774 of the U.S. Export\nAdministration Regulations (or any successor supplement or regulations).\n\n            27.   LIMITED LIABILITY\n\n            EXCEPT AS OTHERWISE PROVIDED BELOW, AND EXCEPT THAT CLAUSES (1) AND\n(11) WILL NOT LIMIT SIEMENS' OBLIGATIONS OF INDEMNITY UNDER SECTION 4.1 OR 4.3\n(EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 4.1, AND 4.3) OR EITHER PARTY'S\nOBLIGATIONS UNDER SECTION 18.1 OR 32, AND NOTWITHSTANDING ANYTHING ELSE IN THIS\nAGREEMENT OR OTHERWISE, NO PARTY HERETO WILL BE LIABLE WITH RESPECT TO ANY\nSUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT\nLIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS OF IN\nTHE AGGREGATE OF THE AMOUNTS PAID TO IT (IN THE CASE OF COM21) OR (IN THE \n\n\n\n                                      26.\n     27\n\nCASE OF SIEMENS) PAID OR OWED BY IT HEREUNDER DURING THE TWELVE (12) MONTH\nPERIOD PRIOR TO DATE THE CAUSE OF ACTION AROSE, OR (II) ANY INCIDENTAL OR\nCONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR (III) COST OF PROCUREMENT OF\nSUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. EACH PARTY SHALL HAVE NO LIABILITY FOR\nANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. THE\nLIMITATIONS OF THIS SECTION 27 SHALL NOT APPLY TO A PARTY'S (I) BREACH OF\nSECTION 20 OR (II) WILFUL ACTIONS OF SIEMENS, ITS SUBSIDIARY COMPANIES OR THIRD\nPARTY DISTRIBUTORS APPOINTED BY SIEMENS BEYOND THE SCOPE OF ANY OF THE LICENSE\nGRANTS HEREUNDER OR TO SIEMENS' (III) BREACH OF SECTION 4.5 OR 14.8.\n\n            28.   SUBSTANTIVE LAW\n\n            This Agreement shall be governed by and construed under the laws of\nthe State of New York and the United States of America without regard to\nconflicts of laws provisions thereof and provisions providing for awards of\npunitive damages and without regard to the United Nations Convention on\nContracts for the International Sale of Goods.\n\n            Except that the parties shall be entitled to seek injunctive or\nother equitable relief from a court pending arbitration to prevent irreparable\nharm, any dispute, controversy, or claim arising out of or in relation to this\nAgreement or at law, or the breach, termination or invalidity thereof shall be\nfinally settled by binding arbitration in accordance with the International\nRules of the American Arbitration Association (\"AAA\"), by three arbitrators, one\nof which shall be appointed by COM21, of which shall be appointed by Siemens,\nand one of which shall be appointed by the AAA. The place of arbitration shall\nbe Toronto, Canada and the arbitration proceedings shall be conducted in the\nEnglish language. The award rendered shall be final and binding upon each party\nto this Agreement. Judgment upon the award may be entered in any court having\njurisdiction, or application may be made to such court for judicial acceptance\nof the award and\/or an order of enforcement as the case may be.\n\n            29.   SEVERABILITY\n\n            If any provisions of this Agreement shall be held invalid, illegal\nor unenforceable, the validity, legality or enforceability of the remaining\nprovisions shall not in any way be affected or impaired thereby. COM21 and\nSiemens shall use reasonable efforts to replace any invalid, illegal or\nunenforceable provision by a legal, valid and enforceable provision which comes\nas close as possible to the original intent of the parties,\n\n            30.   NOTICES\n\n            All notices under this Agreement must be in writing and sent by\nconfirmed telex or telecopy with written verification of successful\ntransmission, delivered by a major commercial \n\n\n\n                                      27.\n     28\n\ninternational rapid delivery service with tracking capabilities and written\nverification of receipt, mailed by certified or registered mail, postage\nprepaid, return receipt requested to a party at the address set forth below, or\nat such other place of which the other part(ies) has notified in accordance with\nthe provision of this Section 29. If not received sooner, notice by mail shall\nbe deemed received five (5) days after deposit in the U.S. or German mails.\n\n            If to COM21: COM21, Inc.\n\n                          750 Tasman Drive\n                          Milpitas, CA 94043\n                          U.S.A.\n                          Telecopy:  (408) 953-9299\n                          Attention: President\n\n            If to Siemens: Siemens AG\n\n                          ON AN X\n                          Hofmannstra(beta)e 51\n                          D-81359 Munchen\n                          Telecopy:  +49 89 - 722 - 21534\n                          Attention:  Lothar Schmid\n                                      General Manager Coax Products Subdivision\n\n            With respect to any notices to COM21 pursuant to Section 19 above,\nSiemens shall send a copy of such notice to:\n\n                          Brobeck, Phleger &amp; Harrison LLP\n                          Two Embarcadero Place\n                          2200 Geng Road\n                          Palo Alto, CA 94303\n                          Telecopy:   (415) 496-2885\n                          Attention:  Thomas Kellerman, Esq.\n\n\n            31.   INJUNCTIVE RELIEF\n\n            It is expressly agreed that a material breach of this Agreement (a\nbreach of Section 20 shall be deemed a material breach of this Agreement) by a\nparty would cause irreparable harm to the non-breaching party and that a remedy\nat law would be inadequate. Therefore, in addition to any and all remedies\navailable at law, the non-breaching party shall be entitled to seek an\ninjunction or other equitable remedies in all legal proceedings without\nrequirement of posting of any bond in the event of any threatened or actual\nviolations of any or all of the provisions hereof.\n\n            32.   RELATIONSHIP OF THE PARTIES\n\n\n\n                                      28.\n     29\n\n            The parties hereto expressly understand and agree that they are\nindependent contractors in the performance of each and every part of this\nAgreement, and except as otherwise provided in this Agreement, are solely\nresponsible for all of their employees and agents and their labor costs and\nexpenses arising in connection therewith and are responsible for and will\nindemnify each other from any and all claims, liabilities, damages, debts,\nsettlements, costs, attorneys' fees, expenses and liabilities of any type\nwhatsoever that may arise on account of their activities, or those of their\nemployees or agents (including, without limitation, direct and indirect\nsubdistributors) including, without limitation, providing or breaching\nrepresentations or warranties towards End-Users or failure to protect COM21's\nownership interest in the Products). COM21 is in no manner associated with or\notherwise connected with the distribution of Products by Siemens under this\nAgreement, nor with Siemens' employment of other persons or incurring of other\nexpenses. Except as expressly provided herein, COM21 shall have no right to\nexercise any control whatsoever over the activities or operations of Siemens.\n\n            33.   ASSIGNMENT\n\n            This Agreement and the rights hereunder are not transferable or\nassignable by Siemens without the prior written consent of COM21. Any attempted\nassignment, delegation or other transfer, of this Agreement or of any rights or\nobligations hereunder contrary to this Section 32 shall be a material breach of\nthis Agreement by Siemens, shall be void and shall be of no force or effect.\n\n            34.   SUCCESSORS AND ASSIGNS\n\n            This Agreement shall inure to the benefit of, and be binding upon,\nthe parties and their respective successors and assigns.\n\n            35.   REMEDIES\n\n            Except as otherwise expressly stated in this Agreement, the rights\nand remedies of a party set forth herein with respect to failure of the other to\ncomply with the terms of this Agreement (including, without limitation, rights\nof termination of this Agreement) are not exclusive, the exercise thereof shall\nnot constitute an election of remedies and the aggrieved party shall in all\nevents be entitled to seek whatever additional remedies may be available in law\nor in equity.\n\n            36.   COUNTERPARTS\n\n            This Agreement may be executed in two or more counterparts, each of\nwhich be deemed an original, but all of which together shall constitute one and\nthe same instrument. If this Agreement is executed in counterparts, no signatory\nhereto snail be bound until all the parties named below have duly executed or\ncaused to be duly executed a counterpart of this Agreement.\n\n\n\n                                      29.\n     30\n\n            37.   ENTIRE AGREEMENT; MODIFICATIONS\n\n            This Agreement, including any Exhibits and Addenda hereto,\nconstitutes the entire Agreement of the parties and supersedes all prior\ncommunications, representations, agreements or understandings, either verbal or\nwritten, between the parties with respect to the subject matter hereof. This\nAgreement may not be altered, modified, amended or otherwise changed except by\nsupplemental written agreement signed by duly authorized officers of both\nparties. In the event of any conflict between the terms contained in this\nAgreement and the terms contained in any exhibit hereto, the terms of this\nAgreement shall prevail.\n\n            38.   WAIVER\n\n            A waiver by either party of any default by the other party shall not\nbe deemed to be a continuing waiver or a waiver of any other default or of any\nother provision of this Agreement, but shall apply solely to the instance to\nwhich the waiver is directed.\n\n            39.   CONSTRUCTION OF AGREEMENT\n\n            This Agreement has been negotiated by the respective parties hereto\nand their attorneys and the language hereof shall not be construed for or\nagainst any party.\n\n            40.   HEADINGS\n\n            The section headings contained herein are for convenience of\nreference only and shall not be used in interpreting or construing this\nAgreement.\n\n\n\n                                      30.\n     31\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nas of the Effective Date.\n\nCOM21, INC.                         SIEMENS AG\n\nBy:                                 By:\n   -----------------------------       -----------------------------------\nName:                               Name:\n     ---------------------------         ---------------------------------\nTitle:                              Title:\n      --------------------------          --------------------------------\nDate:                               Date:\n     ---------------------------         ---------------------------------\n                                    By:                                   \n                                       -----------------------------------\n                                    Name:                                 \n                                         ---------------------------------\n                                    Title:                     \n                                          --------------------------------\n                                    Date:                                 \n                                         ---------------------------------\n                                    \n\n\n                                      31.\n     32\n\n\n                                   EXHIBIT A\n\n                     DESCRIPTION\/SPECIFICATION OF PRODUCTS\n\n\n\n                                    A-1.\n\n\n     33\n\n                                    EXHIBIT B\n\n                       PRICES AND DISCOUNTS AS OF 12\/2\/97\n\n            This Exhibit will be updated every [*] based upon the [*] stated in\nsection 8.1 of the contract.\n\nCOMPORT cable modems transfer price including Siemens discount:\n\n  \n                                  \nCP1000      [*]\nCP1100      [*]\n  \n\nCOMCONTROLLER AND SOFTWARE\n\n            The following headend hardware and software products [*] their\nrespective list prices excluding the headend support\/spares kit:\n\n  \n                                                      \nCC2100      ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (USD)\nCC2100A     ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (USD)\nCC2110      ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (Int'l)\nCC2110A     ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (Int'l)\nCC2101      ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (USD)\nCC2111      ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (Int'l)\nCC2102      ComCONTROLLER Ch\/Sw\/DPS\/Tx\/CC\/EM (USD)\nCC2112      ComCONTROLLER Ch\/Sw\/DPS\/Tx\/CC\/EM (Int'l)\nCC2120      ComCONTROLLER Expansion Chassis (USD)\nCC2121      ComCONTROLLER Expansion Chassis (Int'l)\nCC0101      ComCONTROLLER Tx RF Module\nCC0100      ComCONTROLLER Transmit Main (US Domestic)\nCC0110      ComCONTROLLER Transmit Main (International)\nCC0200      comCONTROLLER Receive Card (US Domestic)\nCC0210      comCONTROLLER Receive Card (International)\nCC0300      ComCONTROLLER CC Card\nCC0400      ComCONTROLLER 10BT Card (4K Addresses)\nCC0401      ComCONTROLLER 10BT Card (8K Addresses)\nCC0500      ComCONTROLLER ATM Switch (spare)\nCC0520      ATM switch upgrade for CC2100\/CC2110\nCC0521      ATM switch upgrade for CC2100A\/CC2110A\nCC0600      ComCONTROLLER 110V\/220V Power Supply (spare)\nCC0700      ComCONTROLLER Mini-Chassis Back plane (spare)\nCC0800      ComCONTROLLER Mini-Chassis Cabling, Assembly\nCC0801      ComCONTROLLER Interconnect Module\n\n\n  \n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to \n    the omitted portions.\n     34\n\n  \n                                     \nCC0802      ComCONTROLLER ATM switch extender\nCC0810      ComCONTROLLER Fan Assembly\n\nCC0811      ComCONTROLLER Face Plate\nCC0900      ComCONTROLLER Main Interconnect Module (MIM)\nCC0901      ComCONTROLLER Expansion Interconnect Module (EIM)\n\nSOFTWARE\n\nCS3100      NMAPS Software License (US)\nCS3000      NMAPS Software License (Int'l)\nCS0300      HCX System Software License (US)\nCS0310      HCX System Software License (International) \nCS3101      NMAPS Lite Software (US) \nCS3001      NMAPS Lite Software (Int'l) \nCS0101      NMAPS Software License Key for NMAPS Lite \nCS0102      NMAPS Network Management Application for NMAPS Lite \nCS0103      NMAPS Remote Web Based Management Application \nCS0104      HP Openview Entry Level Network Node Manager\n\nNOTE: THE FOLLOWING COM21 SERVICES [*]\n\nTRAINING, SUPPORT, SET PRICES AND WARRANTY PRICES \n\nCX9010      Off Site Support \nCX9020      On Site Support \nCX9025      System Installation \nCX9030      Technical Training (5 days)\nCX9031      Technical Training (5 days) for more than 6 people \nCX9032      Technical Training at Reseller or End User facility \nCX9603      ComCONTROLLER Headend Support\/Spares Kit (USD) \nCX9604      ComCONTROLLER Headend Support\/Spares Kit (Int'l)\nCX9100      12 month 24 hours x7 days Service Contract for ComCONTROLLER \nCX9200      12 month Extended Maintenance Contract for NMAPS and System Software at\n            time of purchase\nCX9201      12 month Extended Maintenance Contract for NMAPS Lite and System Software\n            at time of purchase\nCX9202      12 month Extended Maintenance Contract for NMAPS and System Software\n            after time of shipment but before 12 month standard warranty expires\nCX9203      12 month Extended Maintenance Contract for NMAPS Lite and System\n            Software after time of shipment but before 12 month standard\n            warranty expires\nCX9500      ComPORT 24 Month Extended Warranty at time of purchase \nCX9550      ComPORT 24 Month Extended Warranty after time of shipment but before\n            standard warranty expires\n  \n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to \n    the omitted portions. \n\n                                    B-2.\n\n     35\n\n  \n                                                        \nCX9510      ComCONTROLLER 24 Month Extended Warranty at time of purchase\nCX9560      ComCONTROLLER 24 Month Extended Warranty after time of shipment but\n            before standard warranty expires\n\n\nDOCUMENTATION AND LITERATURE\n\nCD8100      Technical Publication Set (CD8110, CD8120 and CD8140)\nCD8110      Technical Reference Manual\nCD8120      Installation, Operation and Maintenance Manual\nCD8140      NMAPS Command Reference Manual\nCD8141      NMAPS Quick Reference Guide\nCD8151      ComPORT Quick Reference Guide\nCD8500      Product Overview Brochure\nCD8510      ComPORT Data Sheet\nCD8520      ComCONTROLLER Data Sheet\nCD8530      NMAPS Data Sheet\n\n  \n\n                                    B-3.\n\n\n     36\n\n                                  EXHIBIT C\n\n                       COM21 SOFTWARE SUPPORT SERVICES\n\n                             TERMS AND CONDITIONS\n\n            The following terms and conditions relate to and are incorporated\ninto the Agreement. Capitalized terms not defined in Section 1 below have the\nsame meaning as in the Agreement.\n\n1.    DEFINITIONS\n\n      Unless defined otherwise herein, capitalized terms used in these Support\n      Services Terms and Conditions shall have the same meaning as set forth in\n      the Agreement.\n\n      \"Critical Error\" means the Software crashes or a significant number of\n      End-Users or single-key end-users of the Cable Modem Product are unable to\n      use the Software because of replicatable Errors in the Software, causing\n      significant inconvenience or dissatisfaction to such End-Users or\n      end-users as the case may be.\n\n      \"Error\" means an error in the Software which significantly degrades the\n      Software's performance or function.\n\n      \"Error Correction\" means the use of commercially diligent efforts to\n      correct Errors.\n\n      \"Fix\" means the repair or replacement of object or executable code\n      versions of the Software to remedy an Error.\n\n      \"Minor Error\" means that a small number of End-Users are experiencing a\n      replicatable Error in the Software that limits some functionality of the\n      Software or that Siemens' technical support personnel, after using\n      commercially diligent efforts to provide a solution, require COM21's\n      assistance.\n\n      \"Moderate Error\" means End-Users are able to use the Software but a small\n      number of End-Users experience Errors in the Software causing significant\n      inconvenience to those End-Users due to some loss of functionality of the\n      Software.\n\n      \"Support Services\" means COM21 support services as described in Section 3.\n\n      \"Telephone Support\" means technical support telephone assistance provided\n      by COM21 to the Technical Support Contact during COM21's normal business\n      hours.\n\n\n     37\n\n      \"Workaround\" means a change in the procedures followed or data supplied by\n      Company to avoid an Error without substantially impairing use of Software\n      by End-Users.\n\n2.    COVERAGE\n\n            Subject to the terms hereof, COM21 will provide Support Services to\nSiemens for the Software.\n\n3.    SUPPORT SERVICES\n\n            Support Services consist of Error Correction as specified in Section\n6 hereof provided to the \"Technical Support Contact\" designated by Siemens as\nresponsible for communications between the parties regarding the Support\nServices hereunder. Upon detection of any Error, Siemens agrees to provide COM21\na listing of output and any other data, that COM21 may reasonably request in\norder to reproduce the operating conditions similar to those present when the\nError occurred.\n\n4.    FEES AND PAYMENT\n\n            For Support Services after the Initial Term, Siemens shall pay COM21\nthe applicable Support Services fee as listed in the then-current COM21 price\nlist, Support Services fees will be billed on an annual basis, payable in\nadvance. Siemens shall be responsible for all taxes associated with Support\nServices other than U.S. taxes based on COM21's net income. Siemens' payment is\ndue within thirty (30) days of receipt of COM21's invoice. In the event Siemens\nfails to pay COM21 on the due date, then to reinstate or renew Support Services\n(if allowed by COM21), Siemens must first pay COM21 the annual Support Services\nfee and the reinstatement charge listed in the then-current COM21 price list.\n\n5.    ERROR CORRECTION\n\n            COM21 shall exercise commercially diligent efforts to correct any\nError reported by Siemens in the Software in accordance with the priority level\nreasonably assigned to such Error by Siemens.\n\n            a) Critical Errors. In the event of a Critical Error, COM21 will\nrespond to Critical Errors by assigning a technician to investigate the Error\nwithin four (4) hours from the time Siemens reports the Error to COM21. COM21\nwill provide Siemens information and a proposal for the correction of such Error\nno later than twenty-four (24) hours from the time the Error was first reported\nto COM21. COM21 shall use its commercially reasonable efforts to provide a\nWorkaround or a Fix that solves or reduces the severity of the Error within 48\nhours from the time Siemens first reports the Error. In the case where COM21 is\nto provide a Fix, COM21 will do so ninety percent \n\n\n                                      C-2\n\n     38\n\n(90%) of the time within thirty (30) days following COM21's identification and\nreplication of the Error.\n\n            b) Moderate Errors. In the event of a Moderate Error, COM21 will\nrespond to all Moderate Errors by assigning a technician to investigate such\nError within four (4) hours from the time Siemens reports the Error to COM21.\nCOM21 will provide a Workaround within fourteen (14) days or will Fix the Error\nninety percent (90%) of the time within ninety (90) days following COM21's\nidentification and replication of the Error.\n\n            c) Minor Errors. In the event of a Minor Error, COM21 will respond\nto requests for information within eight (8) hours and, if appropriate, use\ncommercially diligent efforts to provide an upgrade of the Software providing a\nWorkaround or a Fix for the Error within one hundred eighty (180) days of\nSiemens' reporting of such Error.\n\n            If COM21 believes that a problem reported by Siemens may not be due\nto an Error in the Software, COM21 will so notify Siemens. At that time, Siemens\nmay (1) instruct COM21 to proceed with problem determination at its possible\nexpense as set forth below or (2) instruct COM21 that Siemens does not wish the\nproblem pursued at its possible expense. If Siemens requests that COM21 proceed\nwith problem determination at its possible expense and COM21 determines that the\nerror was not due to an Error in the Software, Siemens shall pay COM21, at\nCOM21's then-current and standard consulting rates, for all work performed in\nconnection with such determination, plus reasonable related expenses incurred\ntherewith. Siemens shall not be liable for (i) problem determination or repair\nto the extent problems are due to Errors in the Software or (ii) work performed\nunder this paragraph in excess of its instructions or (iii) work performed after\nSiemens has notified COM21 that it no longer wishes work on the problem\ndetermination to be continued at its possible expense (such notice shall be\ndeemed given when actually received by COM21). If Siemens instructs COM21 that\nit does not wish the problem pursued at its possible expense or if such\ndetermination requires effort in excess of Siemens' instructions, COM21 may, at\nits sole discretion, elect not to investigate the error with no liability\ntherefor.\n\n6.    EXCLUSIONS\n\n            COM21 shall have no obligation to support:\n\n            a) Software that has been altered, damaged or modified or Software\nor any portion thereof has been incorporated with or into other software; or\n\n            b) COM21 software that is not the then current release or any\nrelease which has been replaced by the then current release of the same\nSoftware; or\n\n            c) Problems in the Software that are caused by Siemens' negligence,\nabuse or misapplication, misuse or other causes beyond the control of COM21.\n\n                                    C-3.\n\n\n     39\n\n            COM21 shall have no liability for any changes in hardware (other\nthan the COM21 Headend Product or the Cable Modem Product) which may be\nnecessary to use the Software due to a Workaround.\n\n7.    LIMITATION OF LIABILITY\n\n            COM21's liability for damages from any cause of action whatsoever\nrelating to COM21's agreement to provide Support Services shall be limited to\nONE HUNDRED THOUSAND DOLLARS (US$100,000).\n\n8. THESE TERMS AND CONDITIONS CONSTITUTE A SERVICE CONTRACT AND NOT A WARRANTY\nFOR THE SOFTWARE. THE SOFTWARE AND ALL MATERIALS RELATED TO THE SOFTWARE ARE\nSUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE AGREEMENT. THIS EXHIBIT\nIS AN ADDITIONAL PART OF THE AGREEMENT AND DOES NOT CHANGE OR SUPERSEDE ANY TERM\nOF THE AGREEMENT EXCEPT TO THE EXTENT UNAMBIGUOUSLY CONTRARY THERETO.\n\n\n                                    C-4.\n\n\n     40\n                                    EXHIBIT D\n\n                        COM21 WARRANTY AND SERVICE POLICY\n\nPURPOSE\n\n            This document summarizes the terms and conditions of COM21 Warranty\nand Service offerings for COM21 hardware and software products supplied to\nreseller.\n\nHARDWARE WARRANTIES\n\n      STANDARD HARDWARE WARRANTY POLICY\n\n            COM21 warrants that the hardware portion of the ComCONTROLLER and\nComPORT products will materially conform to the specifications applicable to\nsuch product and will be free from material defects in materials and workmanship\nunder normal and proper use for one (1) year from the date of COM21's shipment.\nCOM21's sole liability under this warranty is, at the option of COM21, to repair\nor replace a COM21 hardware product that does not conform with the foregoing\nwarranty. This warranty shall not apply any damage or defect arising as a result\nof neglect, improper installation, alteration, accident, or improper use of a\nCOM21 hardware product. This warranty is specifically in lieu of, and COM21\ndisclaims, all other warranties, express or implied, including, without\nlimitation, any warranty for merchantability, fitness for a particular purpose\nand non-infringement. COM21 will not be liable for any incidental or\nconsequential damages or for the cost of substitute goods, services or\ntechnology.\n\n            OTHER POLICY TERMS:\n\n      -     ComCONTROLLER and ComPORT products are covered for twelve (12)\n            months from date of COM21's shipment at no charge.\n\n      -     $50 no trouble found charge for units that are returned, but are\n            determined by COM21 to conform with the warranty.\n\n      -     reseller pays shipping charges to COM21; COM21 pays return shipping\n            charges unless no trouble found, then reseller pays return shipping\n            charges unless otherwise agreed to by COM21.\n\n      -     COM21 sends the repaired or replaced hardware units to reseller\n            within fifteen (15) working days after COM21's receipt of the\n            defective products covered under warranty unless otherwise agreed\n            to.\n\n\n\n     41\n\n      -     A COM21 Return Material Authorization number must be obtained from\n            COM21 Technical Support for all warranty and non-warranty repairs\n            prior to return of hardware products.\n\n            POST-WARRANTY HARDWARE EQUIPMENT SUPPORT\n\n            After expiration of the one (1)-year hardware warranty period, COM21\nwill repair COM21 hardware products on a time and materials basis on the terms\nand at the prices shown in the \"COM21 Services\" Section. COM21 will warrant such\nout-of-warranty repair of COM21 hardware products for a period of ninety (90)\ndays from the date of COM21's shipment to reseller unless otherwise agreed to.\n\nCOMPORT EXTENDED WARRANTY\n\n            The ComPORT extended warranty extends standard hardware warranty for\nComPORT cable modems and power supply for an additional twenty-four (24) months.\nThe price is [*] modem at time of purchase or [*] purchased before the standard\nhardware warranty expires. This extended warranty cannot be renewed or further\nextended.\n\nCOMCONTROLLER EXTENDED WARRANTY\n\n            ComCONTROLLER extended warranty can be purchased for any\nComCONTROLLER product or sub-system and it extends standard hardware warranty\nfor an additional twenty-four (24) months. The warranty price is [*] of the\nCOM21 list price of theComCONTROLLER product or sub-system, if the warranty is\npurchased at time of purchase, and is [*] if the warranty is purchased within\nthe twelve (12) month standard hardware warranty period. This extended warranty\ncannot be renewed or further extended.\n\nORDER NUMBER AND PRICE OF HARDWARE WARRANTIES:\n\n  \n  \n     Order        Description                                         Price\n-----------------------------------------------------------------------------------\n                                                                    \nCX9500            ComPORT Extended Warranty (Time of                [*]    \n                  purchase). Not renewable. No discounts are        \n                  available\n\nCX9550            ComPORT Extended Warranty (Within 12              [*]\n                  months). Not renewable. No discounts are          \n                  available\n\nCX9510            ComCONTROLLER Extended Warranty (Time             [*]\n                  of purchase).  Not renewable.  No discounts are    \n                  available.\n\n\n  \n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions. \n\n                                    D-2.\n\n     42\n\n  \n                                                                                  \nCX9560            ComCONTROLLER Extended Warranty (Within            [*]\n                  12 months).  Nonrenewable.  No discounts are       \n                  available.\n  \n\n\nSOFTWARE WARRANTY, SUPPORT AND MAINTENANCE CONTRACTS\n\n       COM21'S SOFTWARE WARRANTY\n\n             The warranty period for software media is ninety (90) days. The\nCOM21 software products are provided \"as is\" without warranty of any kind,\nincluding, without limitation, any warranty of merchantability, fitness for a\nparticular purpose and non-infringement. Further, COM21 does not warrant,\nguarantee, or make any representations regarding the use, or the results of the\nuse, of the licensed COM21 software products in terms of correctness, accuracy,\nreliability, or that the licensed products are or will be error free unless\notherwise agreed to by COM21.\n\n       SOFTWARE SUPPORT POLICY\n\n             COM21 will provide telephone technical support for the current\nshipping version of the COM21 software and its immediate prior release. For\nexample, if COM21 is shipping NMAPS v2.3, then COM21 would provide telephone\nsupport for NMAPS v2.3 and version 2.2. If a customer was still using NMAPS\nv2.1, COM21 would not provide support except to instruct the customer that it\nmust upgrade to the current shipping version, which in this case would be v2.3,\nand then COM21 could determine if the customer's problem was resolved by the\ncurrent shipping release or if error still exists. If the error is not resolved\nby the current shipping release, then COM21 would then provide technical support\nto resolve or mitigate the error.\n\n             COM21 will respond to Critical Errors by assigning a technician to\ninvestigate the error within four (4) hours from the time customer reports the\nerror to COM21. COM21 will provide customer information and a proposal for the\ncorrection of such error no later than twenty-four (24) hours from the time the\nerror was first reported to COM21. COM21 will use commercially reasonable\nefforts to provide a Workaround within forty-eight (48) hours from the time\ncustomer first reports the Error.\n\n             COM21 will use its commercially reasonable efforts to provide\nWorkaround for moderate or minor errors within forty-eight (48) hours from the\ntime customer first reports the error to COM21, patches, i.e., software which\ncorrects or removes a reproducible anomaly or \"bug\", will not be provided for\nthese types of Errors. COM21 will use commercially reasonable efforts to correct\nand\/or fix moderate or minor errors in the next update or upgrade of COM21\nsoftware.\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions. \n\n\n                                      D-3.\n\n\n     43\n\n       SOFTWARE MAINTENANCE CONTRACTS AND UPGRADES*\n\n             Maintenance contracts for COM21 software have a twelve (12)-month\nterm beginning on the date of shipment by Com21, renewable annually.\n\n             COM21 encourages its resellers to purchase software maintenance for\nthe COM21 software. The benefits of annual software maintenance are no-charge\nupgrades including all new product features to all major releases of the COM21\nsoftware and all maintenance releases during the twelve (12) month term of the\nmaintenance contract. If purchased separately, the combined cost of these\nupgrades and maintenance release will be more than the annual price of software\nmaintenance.\n\n             COM21 encourages its resellers to offer customers the extended\nsoftware maintenance program with all others of COM21 software. The two examples\nbelow illustrate the difference in price for maintenance of the COM21 software\nwith and without the extended software maintenance program in place.\n\na)     If a customer purchases a software maintenance contract at time of\n       purchase of COM21 software. the price will be [*] of the list price of\n       NMAPS and [*] of the list price of the System software (per\n       ComCONTROLLER). Once the customer has purchased maintenance, it must\n       purchase maintenance for all subsequent purchases of software and\n       comCONTROLLER units in order for such software and ComCONTROLLER units to\n       be covered under the maintenance program. For example, if a customer\n       purchases NMAPS, one ComCONTROLLER including the System software and\n       maintenance on 9\/l\/97, the software is covered until 8\/31\/98. If the\n       customer purchases a new ComCONTROLLER including System software on\n       12\/1\/97, it must purchase the maintenance for the System software. As a\n       result, the NMAPS and System software that was purchased on 9\/1\/97 will\n       be covered by the maintenance contract until 8\/31\/98 and the System\n       software purchased on 12\/1\/97 will be covered by the maintenance contract\n       until 11\/30\/98. If software maintenance is purchased after the date of\n       purchase of the COM21 software, but within ninety (90) days, then the\n       price is [*] of the list price of the COM21 software for which\n       maintenance is purchased.\n\nb)     A customer that does not purchase maintenance will receive maintenance\n       (bug-fix) releases but not any upgrade or new feature of any component of\n       the COM21 ComUNITY Access \n\n\n-------\n\n*Major Release: A comprehensive software release that has significant new\n                features to provide additional functionality or performance.\n\n                     MAINTENANCE RELEASE: Periodic revisions to major releases\n                     which may include performance improvements, support for new\n                     hardware, new software features, and\/or bug fixes.\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n                                    D-4.\n\n     44\n     system. For example, an upgrade would be NMAPS or the System software\n     moving from 2.1 to 2.2 or from 2.2 to 2.3. An example of a maintenance\n     release would be moving from version 2.1 to 2.1.1. Under this scenario, if\n     a customer purchased a new upgrade, it would pay [*] of the list price of\n     the upgrade. Although for one upgrade, this price is less than the annual\n     fee for maintenance purchasing two or more upgrades separately per year\n     will cost more than the annual maintenance fee. COM21 is currently planning\n     to release at least upgrades annually, who has purchased NMAPS v2.1 and\n     does not purchase the upgrade to v2.2 charged [*] for the upgrade from\n     v2.1 to v2.3.\n\nORDER NUMBER AND PRICE FOR SOFTWARE MAINTENANCE PRODUCTS:\n\n  \n  \n  Order Number    Description                                       Price\n  ------------    -----------                                       -----\n                                                                                 \n     CX9200       ComUNITY Access Software Maintenance           [*]\n                  contract; includes free maintenance            \n                  upgrades for a year (Time of purchase, per     \n                  NMAPS and System Software License).            \n                  Renewable\n\n     CX9201       ComUNITY Access Software Maintenance           [*]\n                  contract; includes free maintenance            \n                  upgrades for a year (Time of purchase, per     \n                  NMAPS Lite and System Software                 \n                  License). Renewable\n\n     CX9202       ComUNITY Access Software Maintenance           [*]\n                  contract; includes free maintenance            \n                  upgrades for a year (Within 90 days, per       \n                  NMAPS and System Software License).            \n                  Renewable\n\n     CX9203       ComUNITY Access Software Maintenance           [*]\n                  contract; includes free maintenance            \n                  upgrades for a year (Within 90 days, per       \n                  NMAPS Lite and System Software                 \n                  License). Renewable\n  \n\nSERVICE OFFERINGS\n\n       Standard Service Policy\n\n             At no charge, COM21 offers the following support to reseller.\n\n              -      (M-F) 7AM to 7PM PST telephone support, after hours message\n                     support.\n\n              -      Next business day response.\n\n[*]Certain information on this page has been omitted and filed separately with\n   the Commission. Confidential treatment has been requested with respect to the\n   omitted portions.\n\n                                      D-5.\n     45\n\n              -      On site support requires a customer PO, minimum charge for\n                     a service call is [*]\n\n\n\n1      Order number, and price for service and service packages\n\n  \n  \n  Order\n  Number        Description                                    Price\n-----------------------------------------------------------------------------\n                                                                 \nCX9010          Remote site support; 5 x 12 M-F                 [*]\n                Technical Telephone Support (after 12\n                month warranty period)\nX9020          On site support, [*]                             [*]\n                                                                [*]\n                                  \nCS9025          System installation rate, [*]                   [*]\n                                                                [*]\n                                          \n  \n\nTraining and Support\n\nCOM21 offers the following training and support for its customers:\n\n  \n  \nOrder Number      Description                                         Price\n-----------------------------------------------------------------------------------\n                                                                          \nCX9010            Remote site support; 5 x 12 M-F Technical           [*]\n                  Telephone Support (after 12 month warranty\n                  period)\n\nCX9020            On site support,[*]                                 [*]\n                                                                      [*]\n                                  \n\nCX9025            System installation rate, [*]                       [*]\n                                                                      [*]    \n                            \n\nCX9030            Technical training (5 day train the trainer at      [*]        \n                  COM21 facility) up to six attendees.\n\n\nCX9031            Technical training (5 day train the trainer at      [*] \n                  COM21 facility) for 7-10 attendees.\n\nCX9032            Technical training at customer facility (plus       [*] \n                  travel and living expenses billed at cost).\n  \n\n1 Support Packages\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n\n\n                                      D-6.\n\n     46\n\n  \n  \nOrder Number      Description                                      Price\n----------------------------------------------------------------------------------\n                                                                      \nCX9603            North American Headend Support Kit              [*]\n                  which includes one TxRF Module, one Tx\n                  Main Module (56 bit DES encryption), one\n                  Rx Module (56 bit DES encryption), one\n                  CC Module, one Ethernet Module, and one\n                  Fan Tray Assembly.  It does not include\n                  Power Supply Module, or the ATM switch\n                  fabric.  For these products to be used as\n                  spares, contact COM21 for pricing.\n\nCX9604            International Headend Support Kit which         [*]\n                  includes one TxRF Module, one Tx Main Module \n                  (40 bit DES encryption), one Rx Module (40 bit \n                  DES encryption), one CC Module, one Ethernet\n                  Module, and one Fan Tray Assembly. It does not\n                  include Power Supply Module, or the ATM switch \n                  fabric. For these products to be used as spares, \n                  contact COM21 for pricing.\n  \n\n\nNote, that the North American and International Headend support kit does not\ninclude Power Supply Module, or the ATM switch fabric. If customer\/resellers\nwant to purchase the Power Supply Module and\/or the ATM switch fabric as spares,\nthey need to contact COM21 for pricing.\n\n\n\nCOM21 ENCOURAGES ITS SALES FORCE TO OFFER CUSTOMERS THE ATM SWITCH FABRIC,\nAND\/OR POWER SUPPLY WITH THE HEADEND SUPPORT KIT. THE DISCOUNT FOR THE ATM\nSWITCH FABRIC AND\/OR POWER SUPPLY IS [*] OFF THEIR RESPECTIVE LIST PRICES.\n\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n       \n\n                             D-7.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42713","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42713","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=42713"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42713"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42713"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42713"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}