{"id":42891,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/technical-license-and-assistance-agreement-utstarcom-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"technical-license-and-assistance-agreement-utstarcom-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/technical-license-and-assistance-agreement-utstarcom-inc-and.html","title":{"rendered":"Technical License and Assistance Agreement &#8211; UTStarcom Inc. and Mitsubishi Electric Corp."},"content":{"rendered":"<pre>\n                   TECHNICAL LICENSE AND ASSISTANCE AGREEMENT\n\nThis Agreement is dated and entered into as of 2nd day of November, 1999 \n(hereinafter referred to as 'Effective Date') by and between UTStarcom, Inc., \na Delaware corporation with its place of business at 1275 Harbor Bay Parkway, \nAlameda, CA 94502, USA (hereinafter referred to as 'UTStarcom') and \nMitsubishi Electric Corporation acting through its Mobile Communication \nBusiness Division, a Japanese corporation with offices at 8-1-1 \nTsukaguchi-honmachi, Amagasaki, Hyogo 661-8661, Japan (hereinafter referred \nto as 'Mitsubishi').\n\nWHEREAS, Mitsubishi has engaged in the development, manufacture, and sale of \nPHS (Personal Handyphone System) handsets and owns technical information \nwhich is essential to or helpful in the development and manufacture of PHS \nhandset.\n\nWHEREAS, UTStarcom desires to obtain from Mitsubishi such technical \ninformation and technical assistance together with licenses defined herein in \norder to develop, manufacture and sell PHS handset for itself, and\n\nWHEREAS, Mitsubishi is willing to supply UTStarcom with such technical \ninformation, technical assistance and to grant a license on terms and \nconditions herein.\n\nNOW, THEREFORE, in consideration of the premises and of the mutual covenants \nand conditions herein contained, the Parties mutually agree as follows:\n\n1.   DEFINITION\n\nAs used in this Agreement, the following terms shall have the meanings set \nforth below:\n\n(a)  AGREEMENT.   'Agreement' shall mean this Technical License And \nAssistance Agreement including all Exhibit(s) thereto.\n\n(b)  LICENSED TECHNOLOGY.   'Licensed Technology' shall mean the technical \ninformation and data except a third party technology, owned and disclosed by \nMitsubishi under the 'UTSTARCOM, Inc., MUTUAL NON-DISCLOSURE AGREEMENT \n[KS99-012A]' concluded on March 2, 1999 and 'UTSTARCOM, Inc. AMENDMENT \nAGREEMENT TO MUTUAL NON-DISCLOSURE AGREEMENT [KS99-089B]' concluded on \nAugust 23, 1999 between the Parties, as specifically set forth in the \nExhibit A as Technical Document.\n\n\n\nSTRICTLY CONFIDENTIAL                                       UTSVER8.DOC\n\n                                    2\/19\n\n\n\n(c)  PARTY\/PARTIES.   'Party' shall mean either UTStarcom or Mitsubishi. \n'Parties' shall mean both UTStarcom and Mitsubishi.\n\n(d)  SUBSIDIARY.   'Subsidiary' shall mean any entity, a majority of whose \nvoting shares or securities are owned or controlled, directly or indirectly \nby a Party, provided that any such entity shall be deemed to be Subsidiary \nonly so long as such majority control exists.\n\n(e)  NET.   'Net' shall mean in this Agreement a net price actually received \nby Mitsubishi after deducting any and all taxes, duties and penalties from \nthe gross amount including any and all taxes, duties and penalties paid by \nUTStarcom.\n\n\n2. GRANT OF LICENSE\n\n2.1 GRANT OF LICENSE\n\n(1)  Subject to the terms and conditions of this Agreement, Mitsubishi hereby \ngrants to UTStarcom a [*] license to use the Licensed Technology for the term \nof this Agreement for the purpose of\n\n     (i)    evaluation and development of UTStarcom's PHS handset and \n\n     (ii)   feasibility study for the business of UTStarcom's PHS handset \n\nwithin the territory of the [*].\n\nThis Agreement does not cover any license to use the Licensed Technology for \nany purpose including, but not limited to making or selling UTStarcom's PHS \nhandset, other than stated above, however, each Party agrees to negotiate and \ndetermine additional license and its conditions separately upon discussion \nbetween the Parties by the [*].\n\n(2)  UTStarcom may sub-license the Licensed Technology granted hereunder to \nits Subsidiaries on condition that UTStarcom shall put the Subsidiaries the \nsame obligations of UTStarcom under this Agreement with written agreement, \nand shall assume whole responsibility to Mitsubishi for the actions or \nomissions of said Subsidiaries.\n\n(3)  With Mitsubishi's prior written approval, UTStarcom may have the \nLicensed Technology and Confidential Information used to a third party [*] as \nits subcontractors for the development and manufacture of UTStarcom's PHS \nhandset, provided that UTStarcom shall put such third party the same \nobligations of UTStarcom under this Agreement with written agreement, and \nshall be fully responsibility to Mitsubishi for the actions or omissions of \nthe obligations by such third party.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                     3\/19\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\n2.2  LIMITATION OF LICENSE\n\nUTStarcom shall not use trademarks, trade names, logos or other identifying \nlabels of Mitsubishi or Mitsubishi's customers in any form or manner without \nprior written approval of Mitsubishi.\n\n\n3. SUPPLY OF TECHNICAL DOCUMENT &amp; TECHNICAL ASSISTANCE\n\n3.1 TECHNICAL DOCUMENT\n\nMitsubishi shall furnish one (1) copy of the technical document and programs \nfor Mitsubishi's PHS handset identified in Exhibit A in the language \noriginally written (hereinafter referred to as 'Technical Document') to \nUTStarcom at the following address within thirty (30) days after the \nEffective Date:\n\n                Hong Liang Lu, President &amp; C.E.O.\n                UTStarcom, Inc.,\n                1275 Harbor Bay Parkway, Suite 100 Alameda,\n                California 94502, USA\n\n3.2 TECHNICAL ASSISTANCE\n\nAt UTStarcom's request, Mitsubishi will provide UTStarcom additional \ntechnical information or data or training and technical services as set forth \nin Exhibit B [*] [*] to assist UTStarcom to develop its PHS handset, with \ncharge (hereinafter referred to as 'Technical Assistance').\n\n4. PAYMENT\n\n4.1 PAYMENT\n\nIn consideration of the license granted herein. Technical Document, Technical \nAssistance and Tooling for TL-PH2, UTStarcom agrees to make a nonrefundable \npayment to Mitsubishi as follows:\n\n(i)   License Fee:\n\nNet [*], which amount is payable within [*] after the Effective Date of this \nAgreement.\n\n(ii)  Technical Document Fee:\n\n[*], which amount is payable within [*] after UTStarcom's receipt of all \nitems identified in Exhibit A. \n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                     4\/19\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\n(iii)  Technical Assistance Fee:\n\nA price due for each item of Technical Assistance based on the hourly rate \nidentified in Exhibit B, which amount is payable within [*] after UTStarcom's \nreceipt of invoice issued by Mitsubishi on quarterly basis.\n\n(iv)   Tooling Fee for TL-PH2\n\n1. Net price due for each item of Tooling for TL-PH2 described in Exhibit B \n(3) A, which amount is payable within [*] after Mitsubishi's delivery of each \nitem to UTStarcom. UTStarcom shall make a written request to Mitsubishi to \nsell the said item within [*] after the Effective Date of this Agreement.\n\n2. Net price due for each item of Tooling for TL-PH2 described in Exhibit B \n(3) B, which amount is payable within [*] after a written request of \nUTStarcom to Mitsubishi to use the said item. UTStarcom shall make such a \nrequest to Mitsubishi within [*] after the Effective Date of this Agreement.\n\n4.2 MITSUBISHI'S BANK ACCOUNT\n\nUTStarcom shall make all payments due under this Agreement in Japanese Yen by \nwire transfer to Mitsubishi at the following address:\n\n      Bank name:        The Bank of Tokyo-Mitsubishi, Ltd., Head Office, Tokyo\n      Bank address:     7-1, Marunouchi 2-Chome, Tokyo 100-8310, Japan\n      Account name:     Mitsubishi Electric Corporation\n      Account No:       [*]\n\n4.3 TAXES\n\nEach party shall bear any and all taxes, duties and penalties imposed in its \nown country on any payment made under this Agreement. UTStarcom is entitled \nto withhold the applicable American withholding taxes from the gross amount \nincluding any and all taxes, duties and penalties paid by UTStarcom under \nthis Agreement and pay them to the competent tax authorities in USA. In the \nevent that UTStarcom withholds the taxes from such gross amount, UTStarcom \nshall promptly send to Mitsubishi official tax receipts issued by said \nauthorities sufficient enable Mitsubishi to support a claim for tax credit in \nrespect to such withholding taxes paid by UTStarcom.\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       5\/19\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\n4.4 OTHER COSTS AND EXPENSES\n\n(1) UTStarcom shall bear any costs and expenses in relation to traveling, \ntransportation, shipping, freight, insurance, packing, living, lodging, \nmeals, communication, office space, equipment and so on, incurred under this \nAgreement.\n\n(2) UTStarcom shall bear any costs and expenses incurred by Mitsubishi in \nrelation to the Technical Assistance or any other assistance provided by \nMitsubishi in addition to the same stated hereunder at the rate of [*].\n\n\n5. TREATMENT OF PROPRIETARY RIGHTS\n\nUTStarcom agrees that Mitsubishi shall retain all rights including patent \nrights, design rights, copyrights and any other intellectual property right, \ntitle and interest to the Licensed Technology and Confidential Information. \nIf a patent, design, or any other intellectual property are acquired by \nUTStarcom based on any Licensed Technology or Confidential Information \nsupplied from Mitsubishi under this Agreement, UTStarcom shall consult with \nMitsubishi with respect to the manner of application, the scope of \nintellectual property rights to be acquired, who is going to be the owner \nthereof and other details necessary for application.\n\n\n6. DISCLAIMER OF WARRANTY AND LIABILITY\n\n(1) ANY LICENCED TECHNOLOGY, CONFIDENTIAL INFORMATION LICENSED BY MITSUBISHI \nHEREUNDER IS PROVIDED ON 'AS IS' BASIS. MITSUBISHI DISCLAIMS ANY WARRANTY, \nSTATUTORY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY \nOF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, ARISING FROM \nUSE OF ANY LICENSED TECHNOLOGY OR CONFIDENTIAL INFORMATION PROVIDED HEREUNDER. \nMITSUBISHI ALSO MAKES NO WARRANTY THAT THE LICENSED TECHNOLOGY OR \nCONFIDENTIAL INFORMATION IS UNINTERRUPTED, SUFFICIENT, ACCURATE OR ERROR-FREE \nTO ENABLE UTSTARCOM TO DEVELOP UTSTARCOM'S PHS HANDSET.\n\nTO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO EVENT AND UNDER NO LEGAL \nTHEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, TORT, BREACH OF CONTRACT, \nPRODUCT LIABILITY, INDEMNIFICATION, PERSONAL INJURY OR OTHERWISE, SHALL \nMITSUBISHI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL \nOR CONSEQUENTIAL DAMAGES OR LOSSES ARISING FROM USE OF THE LICENSED \nTECHNOLOGY OR THE CONFIDENTIAL INFORMATION EVEN IF MITSUBISHI HAS BEEN \nADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR \n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       6\/19\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\nLOSSES.\n\n(2) Notwithstanding the forgoing, if a technical problem of the Licensed \nTechnology is found, the Parties will confer in order to find a mutually \nagreeable solution of the problem.\n\n(3) UTStarcom shall indemnify and hold Mitsubishi harmless of any claims, \ndamages or other liability in any way in connection with UTStarcom's use of \nthe Licensed Technology licensed hereunder.\n\n\n7. CONFIDENTIALITY\n\n7.1 CONFIDENTIALITY\n\nEach Party agrees to hold any information or data disclosed by the other \nParty under this Agreement in strict confidence provided that such \ninformation is clearly marked as 'Confidential' or 'Proprietary', and, if \ndisclosed orally or visually, summarized in written format within thirty (30) \ndays of such disclosure (hereinafter referred to as 'Confidential \nInformation'). Each Party shall take reasonable steps to safeguard the other \nParty's Confidential Information, using at a minimum the same degree of care \nas is used for its own confidential information, and shall not disclose such \nConfidential Information to any third party other than as expressly permitted \nby this Agreement. All information disclosed by Mitsubishi to UTStarcom as \n'Confidential Information' under the 'UTSTARCOM, Inc. MUTUAL NON-DISCLOSURE \nAGREEMENT' [KS99-012A] concluded on March 2, 1999, and 'UTSTARCOM, Inc. \nAMENDMENT AGREEMENT TO MUTUAL NON-DISCLOSURE AGREEMENT [KS99-089B]' concluded \non August 23, 1999 between the Parties shall also be treated as Confidential \nInformation under this Agreement and shall be subject to provisions herein.\n\n(1) The obligations of this Article shall not apply to any information which:\n\n    1.   is already in the public domain or becomes available to the public \n         through no breach of this Agreement by the receiving Party;\n\n    2.   was in the receiving party's possession prior to receipt from the \n         disclosing Party as proven by its written records;\n\n    3.   is received by the receiving Party independently from a third party \n         free to disclose such information;\n\n    4.   is subsequently independently developed by the receiving Party as \n         proven by its written records; or \n\n    5.   is disclosed when such disclosure is compelled pursuant to legal, \n         judicial, or administrative proceeding, or otherwise required by law,\n         subject to the receiving Party giving all\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       7\/19\n\n\n\n\n\n         reasonable prior notice to the disclosing Party to allow the \n         disclosing Party to seek protective or other court orders.\n\n(2) Each Party shall not during and after the term of the Agreement use the \nother Party's Confidential Information for any purpose whatsoever other than \nthat agreed in this Agreement.\n\n7.2 MEDIA RELEASES\n\nEach Party shall not make any press release, advertisement or public \nstatement concerning the existence of this Agreement or its contents without \nthe express written consent of the other Party.\n\n\n8. TERM\n\nThe term of this Agreement shall commence on the Effective Date and will \ncontinue until the end of March 31, 2000 or the date upon which this \nAgreement is terminated in accordance with Article 9, whichever comes earlier.\n\n\n9. TERMINATION\n\n9.1 TERMINATION FOR CAUSE\n\nIn the event that either Party hereto defaults in the performance of any or \nits duties or obligations hereunder, which default shall not be cured within \nthirty (30) days after written notice from the non-defaulting Party \nspecifying the default, then the non-defaulting Party, by giving written \nnotice thereof to the defaulting Party, terminate this Agreement as of a date \nspecified in such notice of termination. The defaulting party shall indemnify \nthe non-defaulting Party for the losses and damages sustained by such \ntermination.\n\n9.2 TERMINATION FOR INSOLVENCY\n\nEither Party may terminate this Agreement without giving prior notice in the \nevent of one or more of the followings:\n\n     1.   a Party enters into voluntary or involuntary bankruptcy or \n          insolvency, or cease to make payments to its creditors;\n\n     2.   a Party liquidates its business or makes or causes to be made an \n          assignment of its assets or business, either in whole or in part, \n          for the benefit of its creditors;\n\n     3.   a receiver or trustee is appointed to take over, or administer, or \n          conduct all or a substantial part of the business or property of a \n          Party;\n\n     4.   a substantial change in the ownership or control of one Party \n          without the prior written\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       8\/19\n\n\n\n\n\n         consent of the other Party; and\n\n     5.  dissolution or liquidation of a Party's assets.\n\nIf one Party is involved in any of the events enumerated in paragraphs 1. \nthrough 5. above, such Party shall notify the other Party immediately, by \ncable or facsimile, of the occurrence of such event.\n\n9.3 RIGHTS UPON TERMINATION\n\nIf this Agreement is terminated for any reason, all licenses granted to \nUTStarcom hereunder shall be terminated, and UTStarcom shall immediately \nreturn Mitsubishi all items delivered by Mitsubishi hereunder and all copies \nthereof.\n\n9.4 SURVIVAL\n\nThe provisions of Articles 4, 5, 6, 7, 9, 10 and 11 hereof shall survive any \ntermination of this Agreement.\n\n10. SETTLEMENT OF DISPUTES\n\n10.1 ARBITRATION\n\nAny and all disputes, controversies, or differences which may arise between \nthe Parties, out of or in relation to or in connection with this Agreement, \nor for the breach thereof, and which cannot be settled amicably, shall be \nfinally settled by arbitration pursuant to the Rules of Conciliation and \nArbitration of the International Chamber of Commerce. The arbitration shall \nbe held in Tokyo, Japan. All arbitration proceedings shall be conducted in \nJapanese language.\n\n10.2 ATTORNEY'S FEES\n\nIf either Party employs attorneys to enforce any rights arising out of or \nrelating to this Article 10, the prevailing Party in such disputes shall be \nentitled, in addition to its other rights hereunder, to recover reasonable \nfees of attorneys, accountants and other professionals including costs and \nfees on appeal.\n\n\n11. MISCELLANEOUS\n\n11.1 NOTICE\n\nAny required notice or other communication hereunder shall be given in \nwriting and shall be deemed effective when actually received at the address \nof each Party or such address as each Party may substitute by written notice \nto the other in manner contemplated herein. In regard to technical issues, \nhowever, electronic transmissions such as e-mail, facsimile and telephone are \nalso available and acceptable.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       9\/19\n\n\n11.2 ASSIGNMENT\n\nThis Agreement and any right and obligation hereunder shall not be assigned \nor transferred to any third party in whole or in part by either Party without \nthe prior written consent of the other Party which consent shall not be \nunreasonably withheld, provided that either Party may assign this Agreement \nor any right or obligation hereunder with prior written notice to the other \nParty if the Party transfers them by operation of law, including, but not \nlimited to, consolidation or merger, levy, execution of legal process, \nbankruptcy, insolvency. If this Agreement or any right or obligation \nhereunder would otherwise pass through such assignment or transfer by \noperation of law from the Party to any third party without prior written \nconsent of the other Party, then such other Party may, in addition to any \nother remedies it might have, forthwith terminate this Agreement by written \nnotice of such termination to the assignment Party.\n\n11.3 GOVERNING LAW\n\nThis Agreement shall be governed in all respects, including issues of \nvalidity, interpretation, performance, proceedings and enforcement, by the \nlaws of Japan.\n\n11.4 LANGUAGE\n\nThe working language to be used for all aspects of activities related to this \nAgreement including all forms of documentation and other communication \nexchanged between the Parties, shall be a Japanese language.\n\n11.5 SEVERABILITY\n\nIn the event that any provisions of this Agreement is held by a court of \ncompetent jurisdiction to be legally ineffective or unenforceable, such \nprovision shall be reformed only to the extent necessary to make it \nenforceable and the validity of the remaining provisions shall not be \naffected.\n\n11.6 WAIVER\n\nThe waiver by either Party of a breach of or a default under any provision of \nthis Agreement by the other Party shall not be construed as a waiver of any \nsubsequent breach of the same or any other provision of this Agreement, nor\nshall any delay or omission on the part of either Party to exercise or avail \nitself of any right or remedy that it has or may have hereunder, operate as a \nwaiver of any right or remedy by such Party.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       10\/19\n\n\n11.7 INTEGRATION\n\nThis Agreement contains the full understanding of the Parties with respect to \nthe subject matter hereof and supersedes all prior understandings and \nwritings relating thereto. No waiver, consent, modification, amendment or \nchange of the terms of this Agreement and its Exhibit(s) shall be binding \nunless in writing and signed by Mitsubishi and UTStarcom.\n\n11.8 HEADING\n\nThe article headings throughout this Agreement are for reference purpose only \nand the words contained therein shall not construed as substantial part of \nthis Agreement and shall in no way be held to explain, modify, amplify, or \naid in the interpretation, construction or meaning of the provisions of this \nAgreement.\n\n11.9 COMPLIANCE OF LAWS\n\n(1) The Parties agree that it shall perform its obligations under this \nAgreement in accordance with all applicable laws, rules and regulations now \nor hereinafter in effect.\n\n(2) UTStarcom shall at its own risk and expense obtain all export licenses \nnecessary for fulfillment of its obligations under this Agreement.\n\n11.10 FORCE MAJEURE\n\nEach Party shall not be responsible to the other Party for any delay or \nfailure to deliver the items described hereunder arising from causes beyond \nits reasonable control, such as force majeure, strikes, labor disputes, \nlockouts, civil commotion, war (declared or undeclared), riot, severe \nweather, lightning, heavy snow, floods, Acts of God, governmental rules, \nlaws, sanctions, requisition, mobilization, embargoes, fires, explosions, \nrestriction in the use of power or any other cause whatsoever beyond its \nreasonable control whether or not similar to any of the contingencies \nspecifically enumerated. In no event shall each Party be liable to the other \nParty for direct, indirect, consequential or special damages arising from its \ndelay or failure in delivery as a result of any such case.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       11\/19\n\n\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be \nexecuted by their respective duly authorized representatives as of the \nEffective Date. All copies of this Agreement, signed by both Parties, shall be \ndeemed originals.\n\n\n\nMITSUBISHI                              UTSTARCOM\n\nBy:  \/s\/Kunio Nakatsuka                  By:   \/s\/Hong Liang Lu\n   ---------------------------------       ---------------------------------\n\nName:   Kunio Nakatsuka                 Name:    Hong Liang Lu\n     -------------------------------         -------------------------------\n\nTitle:    Manager                       Title:    PRESIDENT\n      ------------------------------          ------------------------------\n\nDate:     Nov 2, 1999                     Date:      Nov 2, 1999\n     -------------------------------           -----------------------------\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       12\/19\n\n\n\n\nEXHIBIT A  TECHNICAL DOCUMENT\n\n1. TECHNICAL DOCUMENT LIST FOR MITSUBISHI PHS HANDSET\n\n\n\n                                                                            \n----------------------------------------------------------------------------------------------\n             Technical Document                                     Media           Delivery\n                                                                                      time\n----------------------------------------------------------------------------------------------\n1.   Manufacturing Engineering Related Items:                         -                 -\n----------------------------------------------------------------------------------------------\n(1)  Equipment list for manufacturing.                              Paper          Undecided\n(2)  Equipment placement and shopfloor layout.                      Paper          Undecided\n(3)  Working Instructions for All Processes of PCB ASSY.            Paper          Undecided\n(4)  Working Instructions for All Processes of BODY.                Paper          Undecided\n(5)  Critical Process Control Points of PCB ASSY.                   Paper          Undecided\n(6)  Critical Process Control Points of BODY.                       Paper          Undecided\n(7)  General Critical Process Control Points.                       Paper          Undecided\n(8)  Schematic &amp; Principles of PHS handset.                         Paper          Undecided\n(9)  Trouble Shooting Guide for PHS handset.                        Paper          Undecided\n(10) Gerber Files of PCBs.                                         Diskette        Undecided\n                                                                    or CD\n----------------------------------------------------------------------------------------------\n2.   Quality Assurance Related:                                       -                 -\n----------------------------------------------------------------------------------------------\n(1)  Quality Data in the latest 3 months.                           Paper          Undecided\n(2)  Incoming Inspection Procedures and Criteria.                   Paper          Undecided\n(3)  Final QA Acceptance Procedures and Criteria.                   Paper          Undecided\n(4)  Field Failure Data in the latest one year.                     Paper          Undecided\n----------------------------------------------------------------------------------------------\n3.   R&amp;D Engineering Related:                                         -                 -\n----------------------------------------------------------------------------------------------\n(1)  Schematic\/Drawings\/Principle.                                  Paper          Undecided\n(2)  Equipment List for R&amp;D Engineering.                            Paper             Done\n(3)  Associated Development Tools List.                             Paper          Undecided\n(4)  Product Description\/User Manual.                               Paper          Undecided\n----------------------------------------------------------------------------------------------\n4.   Training and Technical support Items:                            -                 -\n----------------------------------------------------------------------------------------------\n(1)  Training and Technical support plan for                        Paper          Undecided\n     UTStacom's manufacturing.\n(2)  Training on PHS handset operation principle                    Paper          Undecided\n     for all UTStarcom's engineers.\n----------------------------------------------------------------------------------------------\n5.   CAD S\/W TOOL:                                                    -                 -\n----------------------------------------------------------------------------------------------\n(1)  Mold design CAD use 'MEL CAD' s\/w tool.                       Diskette        Undecided\n                                                                    or CD\n(2)  PCB pattern CAD use 'CR-3000' of ZUKEN.                       Diskette        Undecided\n                                                                    or CD\n----------------------------------------------------------------------------------------------\n6.   Materials Sourcing\/Purchasing Related:                           -                 -\n----------------------------------------------------------------------------------------------\n(1)  Major Suppliers List and Contact Information.                 Diskette           Done\n                                                                    or CD\n(2)  BOM price.                                                     Paper             Done\n----------------------------------------------------------------------------------------------\n\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                      13\/19\n\n\n\n\n\n2. PROGRAM LIST FOR MITSUBISHI PHS HANDSET\n\n\n\n                                                                            \n----------------------------------------------------------------------------------------------\n             Program List                                           Media           Delivery\n                                                                                      time\n----------------------------------------------------------------------------------------------\n1.   Manufacturing Engineering Related Items:                          -               -\n----------------------------------------------------------------------------------------------\n(1)  Source code of all test programs of manufacturing.            Diskette        Undecided\n                                                                     or CD\n----------------------------------------------------------------------------------------------\n2.   R&amp;D Engineering Related:                                          -                -\n----------------------------------------------------------------------------------------------\n(1)  S\/W, Firmware Source Code                                     Diskette           Done\n                                                                     or CD\n----------------------------------------------------------------------------------------------\n\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                      14\/19\n\n\n\n\n\nEXHIBIT B TECHNICAL ASSISTANCE\n\n(1) TECHNICAL TRAINING FOR DEVELOPING SOFTWARE\n\nMitsubishi will provide the technical training listed below to support UTStarcom\nto develop software for UTStarcom's PHS handset at UTStarcom's expense.\n\n    - Basically Mitsubishi will not develop new software of PHS handset anymore.\n    - UTStarcom shall develop the software if some change is required for \n      UTStarcom's market at its expense.\n\n\n\n                                                                                   \n-----------------------------------------------------------------------------------------------------------------\n         Item                        Duration   UTStarcom's   Mitsubishi's       Location         Hourly Rate\n                                                  Trainee        Trainer         M:Office             of\n                                                                                 designated       Mitsubishi's\n                                                                                 by                personnel\n                                                                                 Mitsubishi\n                                                                                 U:Office\n                                                                                 prepared by\n                                                                                 UTStarcom\n-----------------------------------------------------------------------------------------------------------------\n1.   Lecture on the system of         [*]          [*]            [*]               M\n     the PHS handset                              \n------------------------------------------------------------------------------------------------\n2.   Lecture on the H\/W of            [*]          [*]            [*]               M\n     the Licensed Technology                     \n------------------------------------------------------------------------------------------------\n3.   Lecture on the S\/W of            [*]          [*]            [*]               M               [*]\n     the Licensed Technology          \n------------------------------------------------------------------------------------------------\n4.   Preparation for Item 5.          [*]                         [*]               U\n                                                                 \n------------------------------------------------------------------------------------------------\n5.   Demonstration of the             [*]          [*]            [*]               U\n     S\/W of the Licensed                        \n     Technology\n------------------------------------------------------------------------------------------------\n6.   Q&amp;A about contents of            [*]          [*]            [*]             M or U\n     the Lecture and               \n     Demonstration\n-----------------------------------------------------------------------------------------------------------------\n\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       15\/19\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\n(2) SUPPORT FOR TEST AND QUALITY ASSURANCE\n\n    Mitsubishi will support to train UTStarcom's engineers by Mitsubishi's \n    QA concept using the available data specified in ExhibitA necessary to \n    develop UTStarcom's PHS handset at UTStarcom's expense.\n\n\n\n                                                                                   \n-----------------------------------------------------------------------------------------------------------------\n         Item                        Duration   UTStarcom's   Mitsubishi's       Location         Hourly Rate\n                                                  Trainee        Trainer         M:Office             of\n                                                                                 designated       Mitsubishi's\n                                                                                 by                personnel\n                                                                                 Mitsubishi\n                                                                                 U:Office\n                                                                                 Prepared by\n                                                                                 UTStarcom\n-----------------------------------------------------------------------------------------------------------------\n1.   Lecture on a method of test     [*]          [*]            [*]                 M\n     and quality assurance                   \n-----------------------------------------------------------------------------------------------    [*]\n2.   Demonstration on a method       [*]          [*]            [*]                 M             \n     of test and quality assurance              \n-----------------------------------------------------------------------------------------------------------------\n\n\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                       16\/19\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO \nTHE OMITTED PORTIONS.\n\n\n\n\n(3) TOOLING FOR TL-PH2\n\nMitsubishi will offer the Toolings for TL-PH2 listed below to UTStarcom, \nprovided that UTStarcom shall follow the conditions for using each Tooling as \ndetermined separately by mutual discussion between the Parties.\n\nA. TRANSFERABLE ITEMS OF TOOLING FOR TL-PH2\n\n\n\n\n--------------------------------------------------------------------------------------\nNO.  Mold No.               Parts Name            Amount       [*]       Model\n--------------------------------------------------------------------------------------\n                                                          \n1    83016816   310Q049 CASE-F-2                     1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n1.1  83016817   311A447 FLIP-2                       1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n1.2  83016819   440C499 CLEAR-LAMP-2                 1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n1.3  83016822   440D284 PANEL-LCD-2                  1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n1.4  83016986   370C157 PLATE-F-2                    1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n2    83016815   310Q048 CASE-R-2                     1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n3    83016820   440C500 PANEL-FLIP-2                 1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n3.1  83016821   440C501 PANEL-FLIP-CL-2              1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n5    83016952   501B003 SWITCH-RUBBER-L-2            1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n6    83017023   533B039 PRINT-BOARD*PH2              1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n6.1  83016863   686C024 TERMINAL-CH                  1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n6.3  83016948   261C361 HOLDER-MIC-2                 1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n13   83016818   320A183 COVER-BAT-2                  1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n15   83016950   369C119 CAP-CONNECTOR-2              1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n16   83016899   924C032 CHARGE*ASSY-2                1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n20   83016924   260B546 HOLDER*SOUND-2               1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n99   83016949   311B086 CASE-F-2-SUB                 1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n\nNote)\n\n*1. UTStarcom does not have the right to request Mitsubishi to sell each \nTooling for TL-PH2 itemized above after [*] from the Effective Date of this \nAgreement.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                     17\/19\n\n\nB. NON-TRANSFERABLE ITEMS OF TOOLING FOR TL-PH2\n\n\n\n--------------------------------------------------------------------------------------\n4    83016953    501A011 SWITCH-RUBBER-F-2                 1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n6.2  83017084    260A145 HOLDER-REC\/LCD-2(BAKKL-RAITO)     1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n7    83016987    535D003 KEY-SHEET-L-2                     1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n9    83016898    719C157 ANTENNA-2                         1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n9.1  83016988    719C158 ANTENNA-PH2                       1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n10.1 83016989    719C160 TERMINAL-ANT-2                    1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n10.2 83016990    719C162 HOLDER-ANT-2                      1         [*]       TL-PH2\n--------------------------------------------------------------------------------------\n\n\nNote)\n\n*1. UTStarcom does not have the right to request Mitsubishi to use each \nTooling for TL-PH2 itemized after [*] from the Effective Date of \nthis Agreement.\n\n*2. UTStarcom agrees that each Tooling for TL-PH2 itemized above is used only \nat a place designated by Mitsubishi and is prohibited from transferring from \nthe said place to somewhere.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                     18\/19\n\n\nNote)\n\n*1. UTStarcom shall prepare an appropriate office near Mitsubishi's offices \nat its expense, where Mitsubishi will be able to support to train UTStarcom's \nengineers sufficiently.\n\n*2. The hourly rate listed in this Exhibit B may be revised during the term \nof this Agreement, based on a standard rate applicable to Mitsubishi's \ndispatched personnel for the Technical Assistance.\n\n*3. All Technical Assistance shall be performed in Japan.\n\n*4. UTStarcom shall prepare at its expense all equipment other than those \nfurnished by Mitsubishi hereunder such as work-station, personal computer and \ncompiler and so on necessary for Mitsubishi to be able to provide UTStarcom \nwith Technical Assistance. Mitsubishi will support to facilitate such \npreparation at UTStarcom's expense.\n\n*5. UTStarcom shall arrange a sufficient number of qualified interpreters for \nthe Technical Assistance at UTStarcom's expense, if necessary.\n\n*6. UTStarcom's engineers shall be observe and comply with all applicable \nlaws, regulations, Mitsubishi's internal rules, regulations and orders taken \nfrom Mitsubishi.\n\n*7. UTStarcom shall dispatch its engineers to Mitsubishi whose ability is at \nleast beyond the level designated by Mitsubishi to become reasonably \nacquainted with the Licensed Technology.\n\nSTRICTLY CONFIDENTIAL                                           UTSVER8.DOC\n\n                                     19\/19\n\n\n\n\n TYPE:  EX-10.15\n SEQUENCE:  3\n DESCRIPTION:  EXHIBIT 10.15\n\n\n\n\nCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n                           MEMORANDUM OF UNDERSTANDING\n                     JOINT PRODUCT DEVELOPMENT AND MARKETING\n\n         This Memorandum of Understanding ('this MOU') is entered into this 2nd\nday of September 1999 ('Effective Date'), by and between UTStarcom, Inc., a\ncorporation having its principal place of business at 1275 Harbor Bay Parkway,\nSuit 100 Alameda, California 94502, U.S.A. ('Developer'), and Matsushita\nCommunication Industrial Co., Ltd., a corporation having its principal place of\nbusiness at 4-3-1, Tsunashima-higashi, Kohoku-ku, Yokohama, 223-8639, Japan,\nacting through its Communication Systems Division ('Co-developer').\n\n                                   WITNESSETH:\n\n         WHEREAS, Co-developer desires to have Developer provide engineering\nexpertise in connection with the joint development of a product which combines\nthe functionality of a PBX and a LAN, referred to as an Internet Protocol\nTelephony Switch ('IPTS'), which is developed based on the High Level\nRequirement for IPTS ('HLR') provided by Co-developer to Developer, and which\nCo-developer intends to consider for commercial marketing; and\n\n         WHEREAS, Co-developer is also considering a licensing arrangement under\ncertain intellectual property rights of Developer in connection with the IPTS;\nand\n\n         WHEREAS, Developer desires to provide its engineering expertise, and to\ngrant a license under its intellectual property rights to Co-developer; and\n\n         WHEREAS, Co-developer desires to provide its proprietary information\nwith respect to specifications and market information for its own PBX products;\nand\n\n         WHEREAS, the parties have entered into a mutual Confidential Disclosure\nAgreement dated July 5, 1999 ('Confidential Agreement') to exchange the\nconfidential information owned by each party;\n\n         NOW, THEREFORE, Co-developer and Developer hereby express their\nintention to agree as follows:\n\n1. SERVICES AND PRODUCT DEVELOPMENT; INTELLECTUAL PROPERTY RIGHTS;\nCONFIDENTIALITY\n\n         a. ENGINEERING SERVICES. In consideration of the fees agreed to in\nSection 2[a] of this MOU, Developer will use its best efforts to provide to\nCo-developer its engineering services related to development of the IPTS\ndescribed in Exhibit A of this MOU, which is incorporated into this MOU by\nreference. Developer's engineering services shall be provided to Co-developer\npursuant to Exhibit B (Schedule of Deliverables), Exhibit C (Preliminary Release\nSchedule) and Exhibit D (MCI Business Regulations: Regulations on New Product\nDevelopment, Rec.#RT-0402 Version 5), which are also incorporated into this MOU\nby reference. Developer's representative[s] shall confer with Co-developer as\nrequested to discuss and report on the progress of the development work\ndescribed in Exhibits B, C and D.\n\n         b. INTELLECTUAL PROPERTY RIGHTS. Co-developer agrees that Developer\nretains full and exclusive rights and ownership in any and all letters patent,\ninventions, software, firmware, algorithms, know-how, trademarks, copyrights and\ntrade secrets described in Exhibit E of this MOU, any Confidential Information\n(as defined in the Confidential Agreement), and any other proprietary rights\nwhich Developer currently possesses (and which are described in Exhibit E\nhereto), develops independently in the course of providing engineering services\npursuant to this MOU, or is otherwise entitled to by law. In the event any \nimprovement, enhancement, addition or\n\n\n\n\nother modification to the IPTS is invented, created or perceived jointly by the\nparties during the term of this MOU ('Joint Property'), such Joint Property\nshall be jointly owned by the parties hereto. Any application for protection of\nJoint Property, and any associated costs for such protection, shall be mutually\nagreed upon by the parties in the form of a separate written agreement in\nadvance of attempt to protect the Joint Property. The parties hereto may use\nJoint Property for any purpose without the consent of the other party and\nwithout any compensation or accounting to the other party.\n\n         c. CONFIDENTIALITY. The Confidential Agreement is incorporated herein\nas Exhibit F, and shall continue in full force and effect with respect to the\nsubject matter of this MOU during the term of this MOU, notwithstanding any\nprovision of the Confidential Agreement to the contrary.\n\n2. FEES\n\n         a. NON-RECURRING ENGINEERING FEES - AMOUNTS AND DATES. Co-developer\nwill pay Developer fees upon the events and the deliveries defined in Exhibit B\nof this MOU, and in the amounts set forth below:\n\n\n\n\nEVENTS AND DELIVERIES                                              PAYMENT\n---------------------                                              -------\n                                                                \nCo-developer and Developer execute this MOU\nDeveloper delivers Preliminary Product Proposal defined in\nExhibit B to Co-developer - by September 2,1999                         [*]\n\nDeveloper delivers Design Specification defined in Exhibit B\nto Co-developer - by October 15, 1999                                   [*]\n\nDeveloper delivers Release 0.5 System defined in Exhibit B\nto Co-developer - by December 17, 1999                                  [*]\n\n\n\n3.         FUTURE EXECUTION OF FORMAL CONTRACT\n\n     If the parties mutually agree that the development of the IPTS is both\ntechnically feasible and commercially practicable, the parties may execute a\nformal contract for the commercial development of the IPTS, which would be\nexecuted by the parties contingent upon the completion of the functional\nspecification by no later than January 31,1999. The formal contract provisions\nwould address (but not be limited to) the following items: product deliverables;\nproduct development schedule; payment terms; licensing of intellectual property\nrights; exclusive or non-exclusive marketing and distribution rights. The\nparties understand and agree that (a) Section 3 hereof is intended solely as an\nexpression of the parties' potential intent to enter into a future agreement\nunder the conditions and as to the subject matter set forth in this Section 3;\nand (b) such future agreement, if any, shall be reduced to a written contract\nbetween the parties by no later than January 31, 2000. Notwithstanding the\nforegoing, neither party is obligated by virtue of this Section 3 to enter into\nor negotiate towards any agreement whatsoever.\n\n4. TERM, TERMINATION AND SURVIVAL\n\n          a.   TERM. This MOU shall be effective as of the Effective Date, and\n               shall be remain in force until January 31, 2000.\n\n          b.   TERMINATION. Either party may terminate this MOU at any time by\n               giving the other party 60 days prior written notice.\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\n\n          c.   SURVIVAL. The Section 1 and this 4[c] will survive any expiration\n               or termination of this MOU\n\n5. EXPORT ADMINISTRATION\n\n         Each party will comply with any applicable export laws, regulations or\nother restrains of any countries, including but not limited to the U.S.A. and\nJapan.\n\n6. GOVERNING LAW\n\n         The validity, construction and performance of this MOU shall be\ngoverned by substantive laws of State of New York.\n\n7. INTEGRATION\n\n         This MOU sets forth the entire agreement and understanding between the\nparties and supersedes all prior agreements, proposals, communications and\ndiscussions between the parties, whether written or oral, relating to the\nsubject matter hereof.\n\n8. DISPUTE RESOLUTION\n\n         The parties will attempt to settle amicably any dispute that arises in\nconnection with this MOU. If such dispute cannot so settled within 60 days of\nits occurrence, either party may avail itself of any applicable remedies.\n\n         IN WITNESS WHEREOF, the parties have, by their duly authorized\nrepresentatives to the parties, executed this MOU on the date first above\nwritten.\n\nAGREED:\n\nDEVELOPER:                                  CO-DEVELOPER:\n\n\/s\/ Hong Liang Lu                           \/s\/ Y. Katsura\n------------------------                    -------------------------\nSignature                                   Signature\n\nHONG LIANG                                  YASUO KATSURA\n------------------------                    -------------------------\nName                                        Name\n\nPRESIDENT                                   DIRECTOR\n------------------------                    -------------------------\nTitle                                       Title\n\nExhibit A: IPTS Preliminary Product Proposal\nExhibit B: Schedule of Deliverables\nExhibit C: Preliminary Release Schedule\nExhibit D: MCI Business Regulations on New Product\nExhibit E: List of Developer's IPR related to the IPTS\nExhibit F: Confidential Disclosure Agreement\n\n\n\n\n                      Exhibits A-E\n\n                           [*]\n\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY \nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n\n\n\n\n\n                                   EXHIBIT F\n\n                             Confidential Agreement\n                   (MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT)\n\n\n\n\n\n                    MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT\n\n\nThis Agreement made and entered into by and between\n\nUTStarcom, Inc., a corporation having its principal place of business at 1275\nHarbor Bay Parkway, Suite 100 Alameda, California 94502, U.S.A., (hereinafter\ncalled 'UTS'), and\n\nPanasonic Telecommunication Systems Company, Division of Matsushita Electric\nCorporation of America, a Delaware, USA corporation, having a place of business\nat Two Panasonic Way, Secaucus, New Jersey 07094, U.S.A, (hereinafter called\n'PTSC'), and\n\nPanasonic Information and Networking Technologies Laboratory, Laboratory of\nPanasonic Technologies, Inc., a Delaware, USA corporation, having a place of\nbusiness at Two Research Way, Princeton, New Jersey 08540, U.S.A., (hereinafter\ncalled 'PINTL'), and\n\nMatsushita Communication Industrial Corporation of U.S.A., a US corporation\nhaving its place of business at 776 Highway 74 South Peachtree City, Georgia\n30269, U.S.A, acting through its Systems Department (hereinafter called\n'MCUSA'), and\n\nMatsushita Communication Industrial Co., Ltd., a Japanese corporation, having\nits place of business at 4-3-1, Tsunashima-higashi, Kohoku-ku, Yokohama,\n223-8639, Japan, acting through its Communication Systems Division (hereinafter\ncalled 'MCI').\n\n                                   WITNESSETH\n\n1.   Any term listed in Attachment 1, as used herein, shall have the meaning set\n     forth therein. In addition, PTSC, PINTL, MCUSA and MCI shall be referred to\n     collectively herein as the 'Matsushita Parties'.\n\n2.   This Agreement shall be applicable to Information disclosed by any Of the\n     Matsushita parties to UTS or by UTS to any of the Matsushita parties party\n     during the Disclosure Period.\n\n\n\n\n\n3.   In order to be treated in accordance with the terms and conditions of this\n     Agreement, \n\n     (a) the Information shall be disclosed in tangible form conspicuously \n         labeled by the disclosing party as 'Confidential' or 'Proprietary', or\n\n     (b) if the Information is disclosed orally, through demonstration or in\n         other intangible form, the disclosing party must specifically designate\n         it as 'Confidential' or 'Proprietary' at the time of such disclosure\n         and confirm it in writing conspicuously labeled as 'Confidential' or\n         'Proprietary' to be received by the receiving party within thirty\n         (30) days following such disclosure.\n\n     Any Information received or transmitted electronically shall be deemed\n     disclosed in tangible form.\n\n4.   During the Confidentiality Period, each receiving party agrees to extend\n     the following treatment ('Confidential Treatment') to the Information of\n     each disclosing party: \n\n    (a)  to use the same reasonable care in keeping confidential the Information\n         of the disclosing party as it uses for its own confidential information\n         of a similar nature (such reasonable care herein referred to as \n         'Protective Efforts'), and\n\n     (b) to use the Information only for the Purpose, except as the disclosing\n         party may otherwise agree in writing.\n\n     A receiving party shall not be liable for inadvertent disclosure of the\n     Information of a disclosing party, provided it has made Protective Efforts\n     and, upon discovery of any such inadvertent disclosure of the Information\n     of the disclosing party, the receiving party promptly advises the\n     disclosing party of the inadvertent disclosure and endeavors to prevent any\n     further inadvertent disclosure. The receiving party shall not be liable for\n     unauthorized disclosure or use by persons who are or have been its\n     employees unless the receiving party fails to make Protective Efforts.\n\n     5.  Confidential Treatment shall not be extended to Information of a\n         disclosing party that: \n\n          (a)  was in the public domain at the time it was disclosed or becomes\n               part of the public domain after disclosure, including, without \n               limitation, disclosure in a U.S. or foreign patent or printed \n               publication, or inherent disclosure through the unrestricted use,\n               lease, sale or other disposal of products embodying the same; or\n\n          (b)  was known to the receiving party at the time of its disclosure or\n               becomes known to it\n\n\n                                       2\n\n\n\n\n         from a party other than disclosing party who has the apparent right to\n         transfer or disclose such Information; or\n\n     (c) is independently developed by the receiving party without reliance on\n         the Information of the disclosing party; or\n\n     (d) is disclosed by the disclosing party to a third party without\n         restrictions on such third party's rights to disclose or use the same;\n         or\n\n     (e) is approved for release upon the disclosing party's prior written\n         consent; or \n\n     (f) is disclosed by the receiving party pursuant to judicial order, \n         requirement of a governmental agency or by operation of law, provided\n         that the receiving party informs the disclosing party within thirty \n         (30) days after receiving notice of its obligation to make such\n         disclosure, and takes reasonable steps to limit the scope of such \n         disclosure; or\n\n     (g) is disclosed by the disclosing party to the receiving party after\n         written notification by the receiving party that it will not accept any\n         further Information in confidence.\n\n6.   This Agreement shall not be construed to bind or impose obligations upon\n     any divisions and\/or business units of MCI, Matsushita Electric Corporation\n     of America, MCUSA or Panasonic Technologies, Inc., or their parent\n     companies, subsidiaries and\/or affiliated companies other than the\n     above-mentioned divisions, except for any of such divisions and\/or business\n     units as receive disclosure of the Information.\n\n7.   Each disclosing party understands that each receiving party may currently\n     or in the future be developing internally, or receiving from other parties,\n     information that may be similar to Information of the disclosing party.\n     Accordingly, neither this Agreement nor receipt of Information hereunder\n     shall limit a receiving party's development and marketing of concepts,\n     techniques, products or systems similar to or competing with the\n     Information of the disclosing party, nor will this Agreement or receipt of\n     Information hereunder prevent a receiving party from undertaking similar\n     efforts or discussion with any third parties. Nothing in this paragraph\n     shall be construed to diminish in any way the obligations of the parties\n     set forth in paragraph 4 hereof.\n\n8.   It is understood that the receipt of Information under this Agreement shall\n     not create any obligation in any way limiting or restricting the\n     dispatching, assignment and\/or\n\n\n                                       3\n\n\n\n         reassignment of employees of the receiving party.\n\n     9. Nothing contained in this Agreement shall be construed as\n\n         (a)  obliging or entitling any party to furnish to or receive from any\n              other party any goods or services that may be referenced herein;\n              or\n\n         (b)  an agreement or commitment by any party to enter into further\n              business relationships including, but not limited to, development,\n              purchasing or licensing; or \n\n         (c)  granting or conferring expressly, implicitly, or otherwise, any \n              rights by license or otherwise for any invention, discovery or \n              improvement made, conceived, or acquired prior to or after the \n              date of this Agreement; or\n\n         (d)  granting any license, express or implied, in the Information to\n              any receiving party other than to use the Information in the\n              manner and to the extent authorized by this Agreement.\n\n     10. Each party will act as an independent contractor and not as an agent or\n         employee of any other party, and no party will have the authority to\n         bind any other party. This Agreement will not create a joint venture,\n         partnership or other business relationship or entity of any kind, or an\n         obligation or commitment to form such relationship or entity.\n\n     11. Export Control\n\n         (a)  The respective disclosing party shall be responsible for obtaining\n              any export license required under applicable laws or regulations\n              with respect to the export to MCI of any Information of such\n              disclosing party. MCI will provide such disclosing party with\n              reasonably necessary cooperation for obtaining such export\n              license.\n\n         (b)  In the event that a Japanese governmental authorization is\n              required for the disclosure of MCI's Information under this\n              Agreement, MCI will not disclose such Information until MCI\n              obtains such authorization.\n\n     12. This Agreement shall be governed by and construed in accordance with\n         the laws of Japan irrespective of its conflict-of-laws rules.\n\n     13. This Agreement represents the entire understanding among the parties\n         with respect to the Information, and no waiver, alteration, or\n         modification of any of the provisions hereof\n\n\n                                       4\n\n\n\n     shall be binding on the parties unless made in writing and signed by the\n     duly authorized representatives of the parties. This Agreement and its \n     rights and obligations may not be assigned or transferred by any party \n     without the prior written consent of the other parties. This Agreement \n     shall be binding on the parties, their successors and assigns.\n\nIN WITNESS WHEREOF, the parties have, by their duly authorized representatives,\nexecuted this Agreement as of the date shown below.\n\nMCI:                                               UTS:\nMatsushita Communication Industrial                UTStarcom, Inc.\nCo., Ltd., acting through its\nCommunication System Division\n\nBY:                                                BY:\n   --------------------------------                   -------------------------\nNAME:                                              NAME:\n     ------------------------------                     -----------------------\nTITLE:                                             TITLE:\n      -----------------------------                      ----------------------\nDATE:                                              DATE:\n     ------------------------------                     -----------------------\n\nPTSC:                                              PINTL:\nPanasonic Telecommunication Systems                Panasonic Information and\nCompany, Division of Matsushita Electric           Networking Technologies\nCorporation of America                             Laboratory, Laboratory of\n                                                   Panasonic Technologies, Inc.\n\nBY:                                                BY:\n   --------------------------------                   -------------------------\nNAME:                                              NAME:\n     ------------------------------                     -----------------------\nTITLE:                                             TITLE:\n      -----------------------------                      ----------------------\nDATE:                                              DATE:\n     ------------------------------                     -----------------------\n\nMCUSA:                                             \n\n\n                                       5\n\n\n\nMatsushita Communication Industrial\nCorporation of America\nacting through its Systems Department\n\nBY:                                                BY:\n   --------------------------------                   -------------------------\nNAME:                                              NAME:\n     ------------------------------                     -----------------------\nTITLE:                                             TITLE:\n      -----------------------------                      ----------------------\nDATE:                                              DATE:\n     ------------------------------                     -----------------------\n\n\n                                       6\n\n\n                                  Attachment 1\n\n                                   Definitions\n\n1.    'Information', to the extent disclosed by UTS, means information regarding\n      UTS's capability to participate in the development of a next-generation\n      PBX system, disclosed in accordance with Article 3. 'Information', to the\n      extent disclosed by any of the Matsushita Parties, means information\n      regarding the marketing and functional requirements for a PBX system and\n      any business plan, forecasts, customer information or similar information\n      relating to PBX systems.\n\n2.    'Purpose' means the evaluation of UTS's capability to participate in the\n      development of a next-generation PBX system.\n\n3.    'Disclosure Period' means July 5, 1999 through October 4, 1999.\n\n4.    'Confidentiality Period' means a period of three years following the end \n      of the Disclosure Period, during which the parties treat the Information \n      in accordance with the terms and conditions of this Agreement.\n\n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9616],"class_list":["post-42891","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42891","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=42891"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42891"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42891"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42891"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}