{"id":42885,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/teaming-agreement-stellar-holdings-llc-and-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"teaming-agreement-stellar-holdings-llc-and-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/teaming-agreement-stellar-holdings-llc-and-utstarcom-inc.html","title":{"rendered":"Teaming Agreement – Stellar Holdings LLC and UTStarcom Inc."},"content":{"rendered":"
TEAMING AGREEMENT<\/b><\/p>\n\n
This Agreement is made\nand entered into as of September 10, 2002, by and between Stellar\nHoldings, LLC, a Texas Limited Liability Company and UTStarCom, Inc. a Delaware\nCorporation for the purpose of pursuing telecommunications wireless local loop\nand related projects as described in Exhibit \u0094A\u0094<\/u> hereto.<\/p>\n\n
WHEREAS<\/b>, Stellar Holdings, LLC together with its\naffiliate companies, is a company whose management team has substantial\nexperience and a solid record of success in developing telecommunications\npartnerships and consortia.\u00a0 Stellar is\nin the process of [***]. Stellar Holdings, LLC agrees to provide [***] and\nother related services for telecommunications opportunities developed by the\nTeam.<\/p>\n\n
WHEREAS<\/b>, UTStarCom, Inc. is a publicly traded\ncompany experienced in communications network equipment and product development\nof miscellaneous components for wireless telecommunications.\u00a0 These products can be summarized as\ncommunications equipment for wireless telephony networks.<\/p>\n\n
WHEREAS<\/b>, Stellar and UTStarCom have identified\ncertain projects in the telecommunications industry where third parties\n(hereinafter called \u0093Partners\u0094) require, pursue, solicit or postulate [***]\nand\/or other required and related services (hereinafter called \u0093Services\u0094).<\/p>\n\n
WHEREAS<\/b>, Stellar and UTStarCom believe it to be\nmutually advantageous to form a teaming arrangement in order to pursue current\nand future opportunities related to selected Partners and related Services, and\nif successful, procure and provision Services with respect thereto.<\/p>\n\n
THEREFORE<\/b>, UTStarCom, Inc. and Stellar Holdings,\nLLC agree to work together to form a strong and mutually beneficial team\n(heretofore and hereinafter called the \u0093Team\u0094) and to work in cooperation for\nthe development of Partnerships and Consortia as appropriate for the projects\nlisted in Exhibit A<\/u> together with others that may be subsequently\nand mutually agreed to fall under this Agreement (heretofore and hereinafter\ncalled \u0093Projects\u0094).\u00a0 As more fully set\nforth below, Stellar and UTStarCom intend to mutually endeavor to facilitate\nand participate in the Projects.<\/p>\n\n
ARTICLE 1<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Submission of Proposals<\/b><\/h1>\n\n
Stellar Holdings, LLC\nshall undertake to accomplish certain tasks in connection with the pursuits and\npreparation of the Agreements and proposals to be submitted to the\nPartners.\u00a0 The detailed organization and\nfunction of the Partnerships will be agreed upon specifically for each<\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
project after\nreceipt and evaluation of the individual project requirements.\u00a0 It is understood that Stellar is responsible\nfor organizing and managing the proposal efforts.\u00a0 Additionally, Stellar shall be responsible for the final draft of\nall Partnership documents and for submittal of the Proposal to the\nPartners.\u00a0 The parties shall provide all\ninformation at their disposal or reasonably attainable that is relevant to and\nhelpful to the proposal development, shall directly participate in the proposal\ndevelopment efforts as required, and review the technical and\nbusiness\/management Proposals prior to submittal.<\/p>\n\n
 <\/b><\/h1>\n\n
ARTICLE 2<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Performance of Contracts<\/b><\/h1>\n\n
The Team shall provide\nsuch commercially reasonable assistance and support as may be requested for any\nand all negotiations for Partnership Contracts and Agreements.\u00a0 Stellar shall be responsible for overseeing\nthe Projects and shall serve as the sole interface between the Partnerships and\nall Suppliers and Contractors and will be responsible for all liabilities\nassociated with these contracts, suppliers and contractors.<\/p>\n\n
ARTICLE 3<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Exclusivity<\/b><\/h1>\n\n
To preserve the concepts\nand ideas of the parties hereto in the competition for the Projects, UTStarCom\nand Stellar agree to work exclusively with each other solely with respect to\nthe projects identified in Exhibit A<\/u>.\u00a0 Likewise, Stellar Holdings, LLC shall work exclusively with\nUTStarCom, Inc. solely with respect to specific and identified\ntelecommunications services for the projects.\u00a0\nUTStarCom, Inc. and Stellar Holdings, LLC each acknowledge that other\nteaming partners may be appropriate for specific tasks on specific projects,\nbut such relationships shall be undertaken with the knowledge and prior written\nconsent of the other party.<\/p>\n\n
ARTICLE 4<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Discounts<\/b><\/h1>\n\n
As outlined and agreed to\nin the Reseller\u0092s Agreement attached hereto as Exhibit B<\/u>, Stellar\nHoldings, LLC is entitled to [***] for the term of the Reseller\u0092s Agreement.<\/p>\n\n
ARTICLE 5<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Commitments<\/b><\/h1>\n\n
Nothing in this Agreement\nshall grant to either party the right to make commitments of any kind for or on\nbehalf of the other party without the prior written consent of the other party,\nnor shall this Agreement be construed as a joint venture or partnership, nor\nshall this Agreement be construed as a commitment by either party to enter into\neither a partnership or partnership.<\/p>\n\n
 <\/p>\n\n
-2-<\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
ARTICLE 6<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Cooperation and\nAssistance<\/b><\/h1>\n\n
Each party shall\nfurnish to the other party such cooperation and assistance as may be reasonably\nrequired hereunder, provided, however, that the parties, as between themselves,\nshall be deemed to be independent contractors, and the employees of one shall\nnot be deemed to be employees of the other.\u00a0\nAdditionally the parties agree that they will not initiate efforts aimed\nat the hiring of each other\u0092s personnel who may be part of the Proposal or\nContract Team, without prior consent of the other party, for a period of [***]\nfrom the date of this Agreement, whichever shall last occur.<\/p>\n\n
ARTICLE 7<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Exchange of Technology<\/b><\/h1>\n\n
During the term of this\nAgreement, each party agrees to receive, from the other, technical information\nand data (hereinafter called \u0093data\u0094) for the purpose of responding to the\nproject requirements.\u00a0 As between the\nparties hereto, the provisions of this Article 7 shall supersede the\nprovisions of any legend which may be affixed to said data by the disclosing\nparty and the provisions of such legend shall be without any force or effect.<\/p>\n\n
For a term of two (2)\nyears from the date of this Agreement, each party agrees to keep in confidence\nand prevent the disclosure to any person or persons outside its own\norganization all data (i) which is designated in writing, by appropriate\nstamp (or legend) by the disclosing party, to be of a proprietary or\nconfidential nature, (ii) which pertains to proprietary or confidential\ndata regarding the disclosing party\u0092s technological techniques, processes,\ninventions, and research and development, provided<\/u>, however<\/u>, that\nneither party shall be liable for use or disclosure of any such data if the\nsame:<\/p>\n\n
(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Is in the public domain at the time\nit is disclosed; or<\/h2>\n\n
(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Is known as demonstrated by written\ndocumentation, to the party receiving it at the time of disclosure; or<\/h2>\n\n
(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Is used or disclosed with the prior\nwritten approval of the other party, or<\/h2>\n\n
(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Becomes known to the receiving party\nfrom a source other than the disclosing party who then possessed the legal\nright to disclose the data; or<\/h2>\n\n
(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Is disclosed under this Agreement to\nthe Government or an authorized representative thereof, or to fulfill the\nobligations of either party under a Government contract or subcontract.<\/h2>\n\n
 <\/p>\n\n
-3-<\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
ARTICLE 8<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Term and Termination<\/b><\/h1>\n\n
The term of this Agreement,\nduring which data may be received hereunder, shall be for a period of [***]\nfrom the date hereof.\u00a0 This Agreement\nshall also terminate (i) by mutual agreement between the parties; or\n(ii) by either party upon the breach of any of the material terms of this\nAgreement, where such breach had gone unremedied for a period of thirty (30)\ncalendar days following the aggrieved party\u0092s dispatch of written notice to the\nbreaching party Stellar Holdings, LLC<\/p>\n\n
ARTICLE 9<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Security<\/b><\/h1>\n\n
To the extent that\nobligations of the parties hereunder involve access to classified information,\nUTStarCom, Inc. and Stellar Holdings, LLC shall conform to all appropriate\nsecurity regulations and requirements of the Partners, and shall be responsible\nfor safeguarding all classified information that may come into their possession\nin connection with the performance of this Agreement.<\/p>\n\n
ARTICLE 10<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Conflict of Interest<\/b><\/h1>\n\n
Each party hereby\nrepresents and covenants that neither it nor any of its employees or\nrepresentatives has or shall have, directly, or indirectly, any agreement or\narrangement with any official, employee or representative of any customer or\nany government or governmental agency or of any political party under which any\nsuch official, employee, representative or political party shall receive either\ndirectly or indirectly anything of value whether monetary or otherwise as a\nresult of or in connection with any actual or contemplated sale of any product\nor service of itself or any of its affiliated companies.\u00a0 In addition, each party shall disclose to\nthe other relevant information bearing on the possible existence of any\norganizational conflicts of interest.\u00a0\nIn the event that either party has reason to believe that it has, or may\nhave, a potential or actual organizational conflict of interest with respect to\nany of the projects falling under the purview of this Agreement it shall so\nnotify the other party as soon as reasonably possible.<\/p>\n\n
In the event that either\nparty reasonably believes that the other has an organizational conflict of\ninterest with respect to any particular project, the parties hereto will seek\nin good faith to resolve the matter in a manner acceptable to themselves and\nthe Partners.<\/p>\n\n
 <\/p>\n\n
-4-<\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
ARTICLE 11<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Assignment and Subcontracting<\/b><\/h1>\n\n
This Agreement shall not\nbe assigned by either party without the prior written approval of the other\nparty.<\/p>\n\n
ARTICLE 12<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Disclosure and Publicity<\/b><\/h1>\n\n
It is understood and\nagreed that either Stellar Holdings, LLC and UTStarCom, Inc. may, in its discretion,\ndisclose the terms and conditions of this Agreement (as it may be amended from\ntime to time) to the Partners.<\/p>\n\n
No releases shall be made\nto the news media or the general public relating to this Agreement by either\nparty without the prior written approval of the other party of which approval\nshall not be unreasonably withheld.\u00a0 The\nparties further agree that news releases made by either of them shall recognize\nthe participation and contributions of the other party.<\/p>\n\n
ARTICLE 13<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Development of Opportunities<\/b><\/h1>\n\n
The Team shall work\njointly and separately to develop telecommunications opportunities in keeping\nwith the business objectives of the individual team members.<\/p>\n\n
ARTICLE 14<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Sanctioned Business Exclusions<\/b><\/h1>\n\n
The parties to this\nAgreement shall work exclusively with each other, as hereinbefore stated in\nArticle 3 with respect to Projects, however either party (including any\nofficer, director, employee, shareholder, member, partner or other person\nholding a legal or beneficial interest in Stellar or UTStarCom) may engage in\nor possess an interest in other business ventures of every nature and\ndescription, independently or with others including, but not limited to, any\nbusiness venture which competes or may compete with the Projects, Stellar or\nUTStarCom.<\/p>\n\n
 <\/p>\n\n
-5-<\/p>\n\n\n
\n\n
\n\n<\/div>\n\n\n\n
\n\n\n
 <\/p>\n\n
ARTICLE 15<\/b><\/h1>\n\n
 <\/b><\/h1>\n\n
Notices<\/b><\/h1>\n\n
All notices hereunder\nshall be given by letter addresses, except as each may change its address\npursuant hereto as follows:<\/p>\n\n
 <\/p>\n\n<\/pre>\n\n\n\n\n\n
\n
Stellar Holdings, LLC<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
UTStarCom, Inc.<\/p>\n<\/td>\n<\/tr>\n
\n
190 South Seguin Ave,
\n  Suite 200<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
New Braunfels, Texas
\n  78130<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Attention: Mr. N. Lohr
\n  Bangle, Jr.<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Attention:<\/p>\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n<\/table>\n
ARTICLE
\n17<\/b><\/h1>\n
 <\/b><\/h1>\n
Applicable Law<\/b><\/h1>\n
This Agreement shall be
\ngoverned by and construed in accordance with the laws of the State of Texas
\nwithout giving effect to the conflicts of law principles thereof.\u00a0 The parties agree that a judgment in any
\nsuch dispute may be enforced in other jurisdictions by suit on the judgment or
\nin any other manner provided by law.<\/p>\n
Article 18<\/b><\/h1>\n
 <\/b><\/h1>\n
Damages Limitation<\/b><\/h1>\n
In no event shall either
\nof the parties hereto be liable for consequential, special, or indirect
\ndamages, including lost profits or lost goodwill, whether arising from
\ncontract, negligence, or any other legal cause of action.<\/p>\n
IN WITNESS WHEREOF, the
\nparties have executed this Agreement as of the date first above written.<\/p>\n
\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
\n<\/td>\n
\n
UTStarCom, Inc.<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ David Robison<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
Name:<\/p>\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
Title:<\/p>\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
Stellar Holdings, LLC<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Norm Bangle, Jr.<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
Name:<\/p>\n<\/td>\n
\n
N. Lohr Bangle, Jr.<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
Title:<\/p>\n<\/td>\n
\n
Managing Partner<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
\n
-6-<\/p>\n
\n
\n<\/div>\n

<\/p>\n
\n
EXHIBIT A<\/b><\/p>\n
Projects<\/b><\/p>\n
[***]<\/p>\n
\n
\n<\/div>\n

<\/p>\n
\n
EXHIBIT B<\/b><\/p>\n
Reseller\u0092s Agreement<\/b><\/p>\n
\n
\n<\/div>\n

<\/p>\n
\n
RESELLER
\nAGREEMENT
\n(North America\/Single Tier)<\/b><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
UTSTARCOM: <\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
UTSTARCOM, Inc.<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
RESELLER: Stellar Holdings, LLC<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Incorporation:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Delaware<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Incorporation: Texas (LLC)<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Address:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
1275 Harbor Bay Parkway<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Address:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
190 South Seguin Avenue, #200<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Alameda, California 94502<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
New Braunfels, TX 78130<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Attn:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Legal Department<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Attn:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Norm Bangle, Jr.<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Telephone:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(510) 864-8800<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Telephone<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
830.626.1193<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
Fax:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
(510) 864-8802<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Fax:<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
830.626.1197<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Territory:<\/p>\n<\/td>\n
\n
See Exhibit C (projects with exclusivity)<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Commitment <\/p>\n<\/td>\n
\n
[***]<\/p>\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
Effective Date: September 10, 2002<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
\n
This RESELLER Agreement,
\nincluding all exhibits (\u0093Agreement\u0094), is the entire agreement between the
\nparties concerning Reseller\u0092s resale in the Territory of the Products (as
\ndefined below).\u00a0 This Agreement
\nsupersedes, and its terms govern, any prior agreements (including without
\nlimitation any nondisclosure agreements), proposals or other communications,
\noral or written, between the parties with respect to the Products.\u00a0 This Agreement may be changed only by mutual
\nwritten agreement of authorized representatives of the parties.\u00a0 This Agreement governs all documents
\n(e.g., purchase orders) issued by RESELLER with respect to the Products
\nand any additional or conflicting terms and conditions contained in any such
\ndocuments are of no force and effect.\u00a0
\nIn consideration of the mutual promises herein, UTSTARCOM and RESELLER
\nagree to be bound by this Agreement, including the following exhibits:<\/p>\n
Exhibit A.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Terms
\nand Conditions
\nExhibit B.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Products And
\nDiscounts
\nExhibit C.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Projects<\/p>\n
PLEASE REVIEW THE ATTACHED EXHIBITS,
\nWHICH INCLUDE IMPORTANT
\nLEGAL TERMS, SUCH AS LIMITATIONS OF WARRANTIES AND REMEDIES.<\/b><\/p>\n
\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
UTSTARCOM<\/b><\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
RESELLER<\/b><\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
\/s\/ David Robison<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
\/s\/ Norm Bangle, Jr.<\/p>\n<\/td>\n<\/tr>\n
\n
Authorized Signature<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Authorized Signature<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
David Robison<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
N. Lohr Bangle, Jr.<\/p>\n<\/td>\n<\/tr>\n
\n
Printed Name<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Printed Name<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
V.P. Sales<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Managing Partner<\/p>\n<\/td>\n<\/tr>\n
\n
Title<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Title<\/p>\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
\n<\/td>\n
\n
\n<\/td>\n<\/tr>\n
\n
9\/15\/02<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
September 13, 2002<\/p>\n<\/td>\n<\/tr>\n
\n
Date<\/p>\n<\/td>\n
\n
\n<\/td>\n
\n
Date<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
\n
<\/b><\/div>\n
<\/p>\n


\n<\/b><\/p>\n
 <\/b><\/p>\n
EXHIBIT A\u0097TERMS AND
\nCONDITIONS<\/b><\/p>\n
1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Appointment<\/u><\/p>\n
UTSTARCOM appoints
\nRESELLER, and RESELLER accepts such appointment, as a non-exclusive reseller to
\nend user customers (and not to other distributors or resellers) within the Territory
\nfor the products listed on Exhibit B<\/u> hereto (\u0093Products\u0094).\u00a0 UTSTARCOM may unilaterally add products to,
\nor remove products from, Exhibit B<\/u> from time to time during the
\nterm of this Agreement, and any such addition or removal shall be effective immediately
\nupon written notification by UTSTARCOM.\u00a0
\nUTSTARCOM reserves the right to sell directly to any other customer in
\nthe Territory.<\/p>\n
2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Prices<\/u><\/p>\n
2.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER\u0092s purchase price for the
\nProducts shall be: [***].<\/p>\n
2.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 [***]<\/p>\n
3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Orders<\/u><\/p>\n
3.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER shall order Products by
\nwritten purchase order, which shall reference this Agreement and shall be
\ndeemed governed by this Agreement.\u00a0
\nOrders are subject to acceptance by UTSTARCOM and its assignment of
\ndelivery schedules in accordance with Product availability.\u00a0 Any inconsistent or additional terms and
\nconditions contained on RESELLER\u0092s purchase orders shall not be binding on
\nUTSTARCOM.<\/p>\n
3.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Changes by RESELLER in delivery
\nschedule (including cancellation) made within [***] days of scheduled
\ndelivery will be subject to a rescheduling charge of [***].<\/p>\n
4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Shipments<\/u><\/p>\n
Delivery of Products
\npurchased under this Agreement is F.O.B. [***], such delivery to be made to a
\ncarrier or freight forwarder selected by UTSTARCOM unless otherwise specified
\nin writing by RESELLER.\u00a0 Products will
\nbe packaged by UTSTARCOM in accordance with UTSTARCOM\u0092s standard
\npractices.\u00a0 Products are deemed accepted
\nby RESELLER, and title, possession and risk of loss shall pass to RESELLER,
\nupon delivery of the Products by UTSTARCOM to the designated carrier or freight
\nforwarder.\u00a0 [***]<\/p>\n
5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Payment Terms<\/u><\/p>\n
5.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 All Products sold to RESELLER shall
\nbe invoiced in full [***].\u00a0 Payment is
\n[***] from date of invoice.<\/p>\n
5.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 [***]<\/p>\n
\n
\n
\n<\/div>\n

<\/p>\n
\n
5.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 UTSTARCOM shall determine RESELLER\u0092s
\ncredit limit from time to time at UTSTARCOM\u0092s discretion RESELLER will provide
\nto UTSTARCOM such financial information from time to time as may be reasonably
\nrequested by UTSTARCOM.\u00a0 If any order by
\nRESELLER exceeds its credit limit, or RESELLER fails to make payments when due
\nor otherwise defaults or commits a breach hereunder, UTSTARCOM may, effective
\nimmediately upon giving notice to RESELLER, (i) suspend credit and delay
\nshipment until such terms are met, and\/or (ii) alter the terms of payment;
\nand\/or (iii) cancel any order then outstanding and\/or (iv) pursue any
\nother remedies available by law or equity.\u00a0
\nFurther, if RESELLER fails to pay any charges when due, UTSTARCOM may
\ncharge RESELLER a late payment charge equal to [***].<\/p>\n
6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Other
\nObligations of RESELLER<\/u><\/p>\n
6.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER will use reasonable commercial
\nefforts to promote the sale of the Products.<\/p>\n
6.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER will purchase [***].<\/p>\n
6.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER will purchase Products
\nhaving an aggregate invoice price no less than the quota set forth on the
\nsignature page hereof during [***] and during [***].<\/p>\n
6.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER will have [***] of its
\npersonnel attend, each calendar quarter, at least [***] technical training
\ncourses offered by UTSTARCOM, at [***] expense.<\/p>\n
6.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER will offer its customers
\ntechnical support services consistent with industry practices.\u00a0 To the extent that UTSTARCOM provides
\nRESELLER with access to upgrades or new releases of the Products purchased by
\nRESELLER hereunder, RESELLER will distribute those upgrades or new releases to
\nits customers.\u00a0 UTSTARCOM is not
\nresponsible for providing any technical support services to RESELLER\u0092s
\ncustomers.<\/p>\n
6.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Within [***] after the end of each
\ncalendar month, RESELLER will provide to UTSTARCOM written reports showing, for
\nthe just completed calendar month, RESELLER\u0092s shipments of Products and current
\ninventory levels.\u00a0 Point-of-sale reports
\n(which will include at a minimum the name of the end user and the ship-to zip
\ncode for all Products sold by RESELLER) and inventory reports shall be in the
\nformats prescribed by UTSTARCOM.<\/p>\n
6.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER shall promptly advise UTSTARCOM
\nof any complaints or claims brought or threatened against RESELLER with respect
\nto the sale or use of the Products or with respect to any alleged infringement.<\/p>\n
6.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 RESELLER acknowledges that it is
\nfamiliar with the United States Foreign Corrupt Practices Act, which prohibits
\nthe offering, giving or promising to offer or give, directly or indirectly,
\nmoney or anything of value to any official of a government, political party or
\ninstrumentality thereof in order to assist RESELLER or UTSTARCOM in obtaining
\nor retaining business.\u00a0 RESELLER shall
\nnot act in any fashion or take any action, in the performance of its
\nobligations under this Agreement, which violates, or would render UTSTARCOM
\nliable for a violation of, either the United States Foreign Corrupt Practices
\nAct or any similar statute or regulation in any jurisdiction in which RESELLER
\ndoes business.\u00a0 RESELLER\u0092s violation of
\nthis<\/p>\n
\n
\n
-2-<\/p>\n
\n
\n<\/div>\n

<\/p>\n
\n
provision shall be deemed
\na material breach of this Agreement, entitling UTSTARCOM to terminate this
\nAgreement immediately by written notice to RESELLER.\u00a0 RESELLER agrees to defend, indemnify and hold UTSTARCOM harmless
\nfrom all liabilities, claims, losses and damages arising from RESELLER\u0092s breach
\nof this obligation.<\/p>\n
7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Other
\nObligations of UTSTARCOM<\/u><\/p>\n
7.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If sales transactions occur that
\ninvolve the sale of Products by UTSTARCOM directly to end user purchasers that
\nwere referred to UTSTARCOM by RESELLER, UTSTARCOM will determine in its
\ncomplete and sole discretion whether to compensate RESELLER.<\/p>\n
7.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 While Products purchased by RESELLER
\nare under warranty as set forth under Section 8 below, UTSTARCOM will
\nprovide RESELLER with access to all new releases and upgrades specifically
\napplicable to such Products, subject to the configurations and options that
\nRESELLER has purchased.<\/p>\n
8.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Warranty<\/u><\/p>\n
8.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Products Warranty<\/u>.\u00a0 UTSTARCOM warrants to RESELLER only that the
\nProducts conform in all material respects to the end user documentation
\nprovided with the Products and that the hardware components of the Products
\nwill be free from defects in materials and workmanship until the date which is
\n[***] (\u0093Warranty Period\u0094); provided<\/u> that the Warranty Period shall not
\nexceed [***].\u00a0 This limited warranty
\ndoes not cover [***].\u00a0 This warranty
\nextends only to RESELLER and is not assignable to any other party.<\/p>\n
8.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Warranty Claims<\/u>.\u00a0 If RESELLER believes that Products do not
\nconform to the warranty set forth in Section 8.1, RESELLER shall promptly
\nnotify UTSTARCOM in writing of such nonconformance, but in no event later than
\n[***] for those Products, and shall provide such details of the nonconformance
\nas UTSTARCOM reasonably requests.\u00a0
\nRESELLER will, upon the request of UTSTARCOM and in accordance with UTSTARCOM\u0092s
\nstandard return procedures, return such Products to UTSTARCOM at [***] expense
\nand risk.\u00a0 The final determination
\nwhether Products fail to satisfy this warranty will be made [***].\u00a0 If UTSTARCOM determines that returned
\nProducts do conform to this warranty, then UTSTARCOM will return such Products
\nat [***] expense and risk.\u00a0 If Products
\nare deemed to fail to conform to this warranty by UTSTARCOM, RESELLER\u0092s sole
\nremedy shall be, at [***] option and expense, the repair or replacement and
\nreturn of the Products, or a refund (or, at the option of RESELLER, a credit)
\nof the price or fee paid by RESELLER for the Products.\u00a0 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
\nTO THE CONTRARY, THE FOREGOING IS RESELLER\u0092S SOLE AND EXCLUSIVE REMEDY FOR
\nBREACH OF WARRANTY BY UTSTARCOM WITH RESPECT TO THE PRODUCTS.<\/p>\n
8.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Disclaimer of Warranties<\/u>.\u00a0 [***], UTSTARCOM DISCLAIMs ALL WARRANTIES
\nWITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING AS TO PERFORMANCE,
\nNON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A
\nPARTICULAR PURPOSE.<\/p>\n
-3-<\/p>\n
\n
\n<\/div>\n

<\/p>\n
\n
9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Confidentiality<\/u><\/p>\n
No proprietary
\ninformation disclosed by either party to the other in connection with this
\nAgreement shall be disclosed to any person or entity other than the recipient
\nparty\u0092s employees and contractors directly involved with the recipient party\u0092s
\nuse of such information who are bound by a written agreement to protect the
\nconfidentiality of such information, and such information shall otherwise be
\nprotected by the recipient party from disclosure to others with the same degree
\nof care accorded to its own proprietary information.\u00a0 To be subject to this provision, information must be delivered in
\nwriting and designated as proprietary or, if oral information, summarized in a
\nwriting delivered to the recipient within [***] after the oral disclosure.\u00a0 Information will not be subject to this
\nprovision if it is or becomes a matter of public knowledge without the fault of
\nthe recipient party, if it was a matter of written record in the recipient
\nparty\u0092s files prior to disclosure to it by the other party, or if it was or is
\nreceived by the recipient party from a third person under circumstances
\npermitting its<\/p>\n
-4-<\/p>\n
\n
\n<\/div>\n

<\/p>\n
\n
EXHIBIT B\u0097PRODUCTS
\nAND DISCOUNTS<\/b><\/p>\n
\n
\n
\n<\/div>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9617],"class_list":["post-42885","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42885","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=42885"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42885"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42885"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42885"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}