Common use of JOINT PROJECTS Clause in Contracts

JOINT PROJECTS. If at any time an opportunity arises whereby both Performance and the Company or Pinnacle and the Company will provide services to a third party or the Company will provide services to a customer of Performance or Pinnacle (any of such events being called a "Joint Project"), then the officers of the Company shall determine the price and terms for providing such services (consistent with the Pricing Strategy) and shall, concurrently with informing the third party of its proposed price for providing such services, telecopy to the designated representatives of Pinnacle (or if a Performance officer is not at the time the President of the Company, to the designated representatives of Pinnacle and Performance) a copy of such proposed price, along with other documents that Pinnacle (or if a Performance officer is not at the time the President of the Company, that Pinnacle and Performance) may reasonably request. The price for services provided by the Company to a third party on a Joint Project shall be paid in full to the Company without any profit or mark-▇▇ to Pinnacle or Performance. The allocation of proceeds received on a Joint Project (including the allocation of mark-▇▇▇ on outside services and materials) shall be determined either (a) by agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company. It is intended that the allocation of proceeds is to be fairly allocated based on the materials and services provided. The Company is not to receive a windfall from the allocation of sale proceeds, and it is not to subsidize the profits of Performance or Pinnacle by charging disproportionately low prices for the services to be performed by the Company. The selling expenses (sales commissions, travel and other sales related expenses) incurred in connection with a Joint Project are be allocated among the parties providing materials and services for the Joint Project either (a) by the agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company. The collection risks are to be borne proportionately between each of the service providers. For example, if a joint project is invoiced at $100,000 for a job with printing (by Performance) being 30%, marked-up outside services and materials being 40% and packaging (by the Company) being 30%, and if the job is completed, the outside services and materials would be paid for first, 50% of the other payments received on the job would belong to the Company and 50% would belong to Performance, and if additional amounts remained they would be paid based on the agreed allocation of the mark-▇▇ on outside services and materials. If a Joint Project is cancelled or otherwise not completed, the proceeds received shall be allocated among the parties providing materials and services for the incomplete Joint Project either (a) by the agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company.

JOINT PROJECTS. If at any time an opportunity arises whereby both Performance and MANAGEMENT AND STRUCTURE ---------------------------------------------------- 2.1 The Parties agree to cooperate on Joint Projects for the Company or Pinnacle and the Company will provide services to a third party or the Company will provide services to a customer design of Performance or Pinnacle (any of such events being called a "certain Joint Project"), then the officers of the Company shall determine the price and terms for providing such services (consistent with the Pricing Strategy) and shall, concurrently with informing the third party of its proposed price for providing such services, telecopy to the designated representatives of Pinnacle (or if a Performance officer is not at the time the President of the Company, to the designated representatives of Pinnacle and Performance) a copy of such proposed price, along with other documents that Pinnacle (or if a Performance officer is not at the time the President of the Company, that Pinnacle and Performance) may reasonably requestProducts useful in Transport Layer Applications. The price for services provided by the Company to a third party on a Each Joint Project shall be paid in full to the Company without any profit or mark-▇▇ to Pinnacle or Performance. The allocation of proceeds received on a Joint Project (including the allocation of mark-▇▇▇ on outside services and materials) shall be determined either (a) by agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company. It is intended that the allocation of proceeds is to be fairly allocated based on the materials and services provided. The Company is not to receive a windfall from the allocation of sale proceeds, and it is not to subsidize the profits of Performance or Pinnacle by charging disproportionately low prices for the services other development work to be performed by the CompanyParties hereunder shall be the subject of a Statement of Work which shall be an attachment hereto. The selling expenses (sales commissionsEach Statement of Work will establish the specifications for the Joint Product(s), travel a detailed plan for the conduct of the work and the schedule for task completion, a staffing commitment for each Party, the deliverables, including technology, to be provided by each Party for use in the Joint Project, and the documentation and other sales related expenses) incurred in connection with a Joint Project are be allocated among the parties providing materials and services output requirement for the Joint Project either (a) results. Each Statement of Work will set forth a budget for the Design Costs for the Joint Project described therein. The actual Design Costs will be shared by the agreement Parties equally. In the event of a conflict between the provisions of a Statement of Work and the provisions of this Joint Development Agreement, the provisions of the CompanyStatement of Work will prevail. 2.2 The initial Joint Projects are described in the Statements of Work attached hereto as Exhibits A-1 - A._. Future Joint Projects, Performance if any, will be documented in a similar manner and Pinnacle, or (b) if they do not so agree, will become a part of this Agreement upon signature by the Board PEC member Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote Omissions. IBM/MULTILINK CONFIDENTIAL PAGE 8 JOINT DEVELOPMENT AGREEMENT of each Party. Neither Party will be obligated with respect to any proposed Joint Project until and unless a Statement of Work with respect thereto is signed by both Parties. Neither Party has an obligation to agree to any additional Statements of Work. Joint Projects are expected to be performed by teams made up of employees of both Parties and are expected to be performed at one or more of a Party's locations. The location(s) at which such work will be performed will be specified in the applicable Statement of Work. 2.3 The Parties hereby create a Project Executive Committee, which shall consist of two (2) members, one appointed by each Party, to propose or review any new Joint Projects, review the progress of the Company. The collection risks are Joint Projects to ensure that the Joint Projects remain in line with the Parties' objectives, propose, review or approve any needed adjustments in the various tasks to be borne proportionately between each performed by the Parties and the time schedule, review whether any of the service providers. For exampleJoint Projects should be extended, if a joint project is invoiced at $100,000 for a job with printing (by Performance) being 30%, marked-up outside services and materials being 40% and packaging (by the Company) being 30%changed or terminated, and if the job attempt to resolve in good faith any issues arising with respect to this Agreement or any Joint Project. 2.4 The PEC is completed, the outside services and materials would be paid for first, 50% comprised initially of the other payments received on the job would belong to the Company and 50% would belong to Performance, and if additional amounts remained they would be paid based on the agreed allocation of the mark-following individuals: (i) for MTC: ▇▇▇▇▇▇▇ on outside services and materials. If a Joint Project is cancelled or otherwise not completed, the proceeds received shall be allocated among the parties providing materials and services for the incomplete Joint Project either (a) by the agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company.▇▇▇▇▇▇▇▇▇▇

JOINT PROJECTS. If at any time an opportunity arises whereby both Performance and MANAGEMENT AND STRUCTURE ---------------------------------------------------- 2.1 The Parties agree to cooperate on Joint Projects for the Company or Pinnacle and the Company will provide services to a third party or the Company will provide services to a customer design of Performance or Pinnacle (any of such events being called a "certain Joint Project"), then the officers of the Company shall determine the price and terms for providing such services (consistent with the Pricing Strategy) and shall, concurrently with informing the third party of its proposed price for providing such services, telecopy to the designated representatives of Pinnacle (or if a Performance officer is not at the time the President of the Company, to the designated representatives of Pinnacle and Performance) a copy of such proposed price, along with other documents that Pinnacle (or if a Performance officer is not at the time the President of the Company, that Pinnacle and Performance) may reasonably requestProducts useful in Transport Layer Applications. The price for services provided by the Company to a third party on a Each Joint Project shall be paid in full to the Company without any profit or mark-▇▇ to Pinnacle or Performance. The allocation of proceeds received on a Joint Project (including the allocation of mark-▇▇▇ on outside services and materials) shall be determined either (a) by agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company. It is intended that the allocation of proceeds is to be fairly allocated based on the materials and services provided. The Company is not to receive a windfall from the allocation of sale proceeds, and it is not to subsidize the profits of Performance or Pinnacle by charging disproportionately low prices for the services other development work to be performed by the CompanyParties hereunder shall be the subject of a Statement of Work which shall be an attachment hereto. The selling expenses (sales commissionsEach Statement of Work will establish the specifications for the Joint Product(s), travel a detailed plan for the conduct of the work and the schedule for task completion, a staffing commitment for each Party, the deliverables, including technology, to be provided by each Party for use in the Joint Project, and the documentation and other sales related expenses) incurred in connection with a Joint Project are be allocated among the parties providing materials and services output requirement for the Joint Project either (a) results. Each Statement of Work will set forth a budget for the Design Costs for the Joint Project described therein. The actual Design Costs will be shared by the agreement Parties equally. In the event of a conflict between the provisions of a Statement of Work and the provisions of this Joint Development Agreement, the provisions of the CompanyStatement of Work will prevail. 2.2 The initial Joint Projects are described in the Statements of Work attached hereto as Exhibits A-1 - A._. Future Joint Projects, Performance if any, will be documented in a similar manner and Pinnacle, or (b) if they do not so agree, will become a part of this Agreement upon signature by the Board PEC member of each Party. Neither Party will be obligated with respect to any proposed Joint Project until and unless a Statement of Work with respect thereto is signed by both Parties. Neither Party has an obligation to agree to any additional Statements of Work. Joint Projects are expected to be performed by teams made up of employees of both Parties and are expected to be performed at one or more of a Party's locations. The location(s) at which such work will be performed will be specified in the applicable Statement of Work. 2.3 The Parties hereby create a Project Executive Committee, which shall consist of two (2) members, one appointed by each Party, to propose or review any new Joint Projects, review the progress of the Company. The collection risks are Joint Projects to ensure that the Joint Projects remain in line with the Parties' objectives, propose, review or approve any needed adjustments in the various tasks to be borne proportionately between each performed by the Parties and the time schedule, review whether any of the service providers. For exampleJoint Projects should be extended, if a joint project is invoiced at $100,000 for a job with printing (by Performance) being 30%, marked-up outside services and materials being 40% and packaging (by the Company) being 30%changed or terminated, and if the job attempt to resolve in good faith any issues arising with respect to this Agreement or any Joint Project. 2.4 The PEC is completed, the outside services and materials would be paid for first, 50% comprised initially of the other payments received on the job would belong to the Company and 50% would belong to Performance, and if additional amounts remained they would be paid based on the agreed allocation of the mark-following individuals: (i) for MTC: ▇▇▇▇▇▇▇ on outside services and materials. If a Joint Project is cancelled or otherwise not completed, the proceeds received shall be allocated among the parties providing materials and services for the incomplete Joint Project either (a) by the agreement of the Company, Performance and Pinnacle, or (b) if they do not so agree, by the Board of the Company.▇▇▇▇▇▇▇▇▇▇