Exhibit 99.6
Original Equipment Manufacturer (OEM) Agreement*
Motorola, Inc.
Broadband Communications Sector
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This Agreement is made by and between RiverDelta Networks, Inc. ("Supplier")
having an ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and General
Instruments Corporation, doing business as the Broadband Communications Sector
of Motorola, Inc. ("Company") having an office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
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WHEREAS, Company is a manufacturer and supplier of broadband transport and data
networking systems, equipment, and applications doing business in the worldwide
market. Company also provides support and training for its' products.
WHEREAS, Company wishes to contract with Supplier as an Original Equipment
Manufacturer ("OEM") to manufacture, test, deliver and provide support to the
Company for Product, as described in the Section entitled "PRODUCT."
WHEREAS, Company has a support and sales group and sales and marketing groups
that will require training and support for the Supplier's Product to be resold
by the Company.
WHEREAS, Company wishes to purchase products of Supplier's design and
manufacture for resale to Company's customers, and
WHEREAS, Supplier desires to sell such materials to Company for resale to
Company's customers,
THEREFORE, the parties agree as follows
1. DEFINITIONS
As used herein, the following terms have the following meaning, unless
the context indicates otherwise:
"OEM" - (Original Equipment Manufacturer) products shall be private labeled
finished goods (hardware or software) that go to Company's customers from
Supplier either directly or through a staging center and do not pass
through Company's factory or other internal quality systems in most cases.
An OEM product may be designed and manufactured to specifications other
than those specifications of Suppliers primary products.
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* Confidential information has been omitted pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities Act of
1933, and such information has been filed separately with the Commission.
"TERM PRICE" - The discounted price of the PRODUCT offered to the Company
for orders during the Term of this Agreement.
2. AGREEMENT EFFECTIVE PERIOD
The term of this Agreement shall commence on 1 August 2001 and shall,
except as otherwise provided in this Agreement, continue in effect
thereafter until 31 July 2002. The Company shall have the right to extend
the period specified for up to twelve (12) months by giving Supplier at
least ninety (90) business days prior written notice, subject to mutual
agreement by both parties on pricing and discount terms for the renewal
period.
3. PRODUCT
"PRODUCT" as used in this Agreement shall mean Supplier's data
communications products as listed in Appendix A, attached and made a part
of this Agreement. Such PRODUCT is hereby offered for sale by Supplier and
may be purchased by Company in accordance with the terms, conditions and
specifications stated in this Agreement. "Specification(s)" as used in
this Agreement shall mean all of the specifications made part of this
Agreement.
4. PRICE
The Term Price shall be [REDACTED]*. The prices for maintenance,
training and related services shown in Appendix A will remain in effect for
the entire duration of this agreement.
5. TERMS OF PAYMENT
Net forty-five (45) days from the date of delivery of the PRODUCT to
Company or receipt of the applicable invoice therefore by Company whichever
occurs later.
6. FORECASTS
The Company shall use its commercially reasonable efforts to provide
Supplier with an accurate twelve (12) month rolling forecast submitted to
Supplier by the fifth (5th) business day of each calendar month. The
Supplier shall maintain a thirty (30) day supply of PRODUCT on-hand based
on this forecast.
7. FOB
The PRODUCT shall be shipped FOB Supplier's manufacturing facility
currently located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The Company
shall select the carrier and arrange at Company's expense for the
transportation of the PRODUCT. The Supplier shall assist the Company in
obtaining any export compliance approvals necessary under US export laws
and designated country of delivery import laws, the cost of which shall be
borne by the Company.
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* Confidential information has been omitted pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities Act of
1933, and such information has been filed separately with the Commission.
8. ASSIGNMENT
Neither party may assign any right or interest under this Agreement
(excepting solely for moneys due or to become due) without the prior
written consent of the other party, which consent shall not be unreasonable
withheld. Such consent shall not be required if assignment is made to the
Parent or a wholly owned subsidiary of the party.
9. CHOICE OF LAW
This Agreement and all transactions under it shall be governed by the
laws of the Commonwealth of Massachusetts excluding its choice of law rules
and excluding the Convention for the International Sale of Goods. Each
party agrees to submit to the jurisdiction of any court of competent
jurisdiction wherein an action is commenced against the party under this
Agreement.
10. COMPLIANCE WITH LAWS
Each party and all persons furnished by or acting on behalf of either
party shall comply at their own expense with all applicable laws,
ordinances, regulations and codes, including the identification and
procurement of required permits, certificates, licenses, insurance,
approvals, inspection, regulatory (e.g. emission) and safety (e.g. UL)
requirements in connection with their respective performance under this
Agreement.
11. CONTINUING AVAILABILITY
Supplier shall offer for sale to Company, during the term of this
Agreement, PRODUCT conforming to the Technical Specifications and other
Specifications set forth in this Agreement. Supplier further shall offer
for sale to Company, during the term of this Agreement and until five (5)
years after the expiration of this Agreement, maintenance, replacement, and
repair parts ("Parts") at the Field Replaceable Unit ("FRU") level, which
are functionally equivalent and identical in form and fit for the PRODUCT
covered by this Agreement, including Software support for the duration of
such time period. The price for PRODUCT, Parts and Software support shall
be the price set forth in Supplier's then current Agreement with Company
for said PRODUCT, Parts and Software support or, if no such agreement
exists, at a price agreed upon by Company and Supplier. If the parties
fail to agree on a price, the price shall be a reasonably competitive price
for said PRODUCT, Parts and Software support at the time for delivery. The
PRODUCT, Parts and Software support shall be warranted as set forth in the
"WARRANTY" section of this Agreement. The term "Parts" is included in the
term "PRODUCT."
12. CHANGE NOTICES
The Supplier shall notify the Company at least 90 days in advance of
any material changes to the PRODUCT that affect its form, fit or function,
ensuring that Supplier continues to supply DOCSIS or Euro-DOCSIS-qualified
PRODUCT as required under this Agreement. In addition, Supplier shall not
end-of-life any PRODUCT without first giving Company not less than 6 months
prior written notice and an opportunity for a last buy.
13. DEFAULT
If either party shall be in material breach or default of any of the
terms, conditions or covenants of this Agreement or of any purchase order,
and if such breach or default shall continue for a period of forty-five
(45) days after the giving of written notice to the breaching party by the
other party, then, in addition to all other rights and remedies which the
aggrieved party may have at law or equity or otherwise, such party shall
have the right to cancel this Agreement and/or any purchase orders placed
by Company without any charge to or obligation or liability.
14. EXPORT CONTROL
Neither party will use, distribute, transfer or transmit any products,
software or technical information (even if incorporated into other
products) provided under this Agreement except in compliance with U.S.
export laws and regulations (the "Export Laws"). Neither party will,
directly or indirectly, export or re-export the following items to any
country which is in the then current list of prohibited countries specified
in the applicable Export Laws:(a) software or technical data disclosed or
provided to Supplier by Company or Company's subsidiaries or affiliates; or
(b) the direct product of such software or technical data. Each party
agrees to promptly inform the other party in writing of any written
authorization issued by the U.S. Department of Commerce office of export
licensing to export or re-export any such items referenced in (a) or (b).
The obligations stated above in this clause will survive the expiration,
cancellation or termination of this Agreement or any other related
agreement.
15. FORCE MAJEURE
Neither party shall be held responsible for any delay or failure in
performance of any part of this Agreement to the extent such delay or
failure is caused by fire, flood, strike, civil, governmental, or military
authority, act of God, or other similar causes beyond its control and
without the fault or negligence of the delayed or non performing party or
its subcontractors. Supplier's liability for loss or damage to Company's
PRODUCT in Supplier's possession or control shall not be modified by this
section. When a party's delay or nonperformance continues for a period of
at least fifteen (15) days, the other party may terminate, at no charge,
this Agreement or an order under the Agreement.
16. GOVERNMENT CONTRACT PROVISIONS
The following provisions regarding equal opportunity, and all
applicable laws, rules, regulations and executive orders specifically
related thereto, including applicable provisions and sections from the
Federal Acquisition Regulation and all supplements thereto are incorporated
in this Agreement as they apply to work performed under specific U.S.
Government contracts: 41 CFR 60-1.4, Equal Opportunity; 41 CFR 60-1.7,
Reports and Other Required Information; 41 CFR 60-1.8, Segregated
Facilities; 41 CFR 60-250.4, Affirmative Action For Disabled PRODUCT
without first giving Company not less than 6 months prior written
Veterans and Veterans of the Vietnam Era (if in excess of $10,000); and 41
CFR 60-741.4, Affirmative Action for Disabled Workers (if in excess of
$2,500), wherein the terms "contractor" and "subcontractor" shall mean
"Supplier". In addition, orders placed under this Agreement containing a
notation that the material or services are intended for use under
Government contracts shall be subject to such other Government provisions
printed, typed or written thereon, or on the reverse side thereof, or in
appendices thereto.
17. INDEMNITY
Each party hereunder, agrees to indemnify, defend and hold harmless
the other party, its affiliates, customers, employees, successors and
assigns from and against any direct losses, damages, claims, fines,
penalties and expenses (including reasonable attorney's fees) that arise
out of or result from a party's gross negligence or willful misconduct of
its obligations under this Agreement and result in: (i) injuries or death
to persons or direct damage to real property, including theft, in any way
arising out of or caused or alleged to have been caused by the Work or
services performed by, or material provided by Supplier or persons
furnished by Supplier; (ii) assertions under Workers' Compensation or
similar acts made by persons furnished by Supplier; or (iii) any failure of
Supplier to perform its obligations under this Agreement, provided that the
party seeking indemnification notifies, as soon as reasonably possible, the
other party of the filing of such a claim, provides the indemnifying party
full cooperation in the defense of such claim, at the indemnifying party's
expense, and affords the indemnifying party full control over the defense
and settlement of such claim. The Supplier shall also indemnify and save
harmless the Company, its affiliates and their customers, officers,
directors, employees (all referred to in this section as "Company") from
and against any loss, cost, expense, and award of damages that arise out of
or result from any and all claims of infringement of any patent, copyright,
or trademark, or misappropriate of trade secret, or infringement or
misappropriation of any other intellectual property right, private right,
or any other proprietary or personal interest related to the PRODUCT.
18. INVOICING FOR STOCKS
If Company requests for reasons other than covered by Section "FORCE
MAJEURE", that shipment be postponed beyond the date shown on a purchase
order, Supplier may invoice Company as of the original scheduled delivery
date for PRODUCT manufactured under this Agreement, if it has been
inspected and approved by Company's designated quality organization
(provided inspection has been specified in this Agreement or in an order
issued under this Agreement). Supplier shall hold such PRODUCT separate
from its other PRODUCT for a period up to ninety (90) days. The Company
shall pay the supplier a monthly fee equal to 0.5% of the invoice amount
for administrative and warehousing costs. Supplier shall comply with all
applicable laws on signage and notification to creditors for PRODUCT owned
by Company under this Section and shall indemnify Company against any and
all loss, damage, cost or expense for failure to satisfy such requirements.
19. LICENSES
No Licenses, express or implied, under any patents are granted by
Company to Supplier under this Agreement or order. Notwithstanding the
foregoing, during the Term of this Agreement and any renewal term Supplier
hereby grants Company a non-exclusive, perpetual, royalty-free worldwide
license to use the Supplier's MIB and command line interface information
(and other similar information) necessary for Company to accomplish
interoperability of the PRODUCTS with 3rd party products and software in
order to market, sell and otherwise supply PRODUCTS that interface and
interoperate with Company's customer system requirements.
20. LIMITATION OF LIABILITY; INSURANCE
In no event will either party be liable for loss of profits, loss of
revenue, special, indirect or consequential damages arising out of its
actions or failures to act in connection with this Agreement. This
limitation does not apply to:
(i) Damages of any sort arising out of death or personal injury, or
(ii) Damages arising out of breach of the confidentiality obligations or
software license provisions of this Agreement, or
(iii) Awards of damages to third parties, however denominated, in actions
described in Section 17 relating to intellectual property
indemnities.
Supplier shall maintain during the term of this Agreement (1) workers
compensation insurance as prescribed by law, (2) employer's liability
insurance with limits of at least $300,000 each occurrence, (3)
comprehensive automobile liability insurance if the use of motor vehicles
is required, with limits of at least $1,000,000 for bodily injury and
property damage for each occurrence, (4) comprehensive general liability
insurance, including blanket contractual liability and broad form property
damage, with limits of at least $1,000,000 combined single limit for
personal injury and property damage for each occurrence, and (5)
comprehensive general liability insurance endorsed to include products
liability and completed operations coverage in the amount of $5,000,000 for
each occurrence. All comprehensive general liability insurance shall
designate Company and Company's affiliates, directors, officers, and
employees as an additional insured. All such insurance must be primary and
be required to respond and pay prior to any other available coverage.
21. NON-DISCLOSURE AGREEMENT
Whereas Company and Supplier each expect to disclose to the other
party certain information concerning products, business and strategies
which are considered confidential and proprietary and which neither party
wants to disclose to others, they have entered into a Non Disclosure
Agreement. This section does not reduce or modify Supplier's obligations
under Section "USE OF INFORMATION". The Parties agree not to make any
general press releases or public disclosures regarding the details of this
OEM agreement without the prior review and written consent of the other
Party. Each party may however disclose the existence of this agreement to
its respective customers on an as-needed basis for sales and marketing
purposes without the prior consent of the other party. Furthermore, neither
Party shall use the other Party's trademarks, trade names and service marks
without the prior written consent of the other Party; if such consent is
given, then the Party shall disclose that such trademarks, trade names, and
service marks are the sole property of the other Party.
22. NOTICES
Any notice given or demand which under the terms of this Agreement or
under any statute must or may be given or made by Supplier or Company shall
be in writing and shall be given or made by confirmed facsimile, or similar
communication or by certified or registered mail addressed to the
respective parties as follows:
To Company: Motorola, Inc.
Broadband Communications Sector
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Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-OR-
To Supplier: RiverDelta Networks, Inc.
Three ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Such notice or demand shall be deemed to have been given or made when
sent by facsimile, or other communication or when deposited, postage
prepaid in the U.S. mail. The above addresses may be changed at any time
by giving prior written notice as above provided. The above addresses may
be changed at any time by giving prior written notice as above provided.
23. OPERATING SYSTEM SOFTWARE
The term PRODUCT includes any software (operating program in machine-
readable form only and related documentation) and storage media therefore
normally furnished with or embedded in the PRODUCT. Title to the software,
including copyright, shall remain in Supplier. The party having title to
the PRODUCT shall have title to the software storage media. For the life of
the PRODUCT listed in this Agreement, and for so long as Company conforms
to the terms hereof, Supplier grants to Company and any subsequent
purchaser, lessee or other end user (referred to collectively in this
section as "end user"), with regard to each item of PRODUCT with which the
software is supplied, a non-exclusive license to use said software on the
PRODUCT on which it was delivered. Company and any subsequent end user may
make a single copy the software for use on such PRODUCT with which it was
originally delivered and a second for archival purposes, reproducing all of
Supplier's copyright and other notices as on the original, but shall not
reproduce either the original or any copies of software for distribution
to others. If Company or any subsequent end user is permitted under the
terms of the specific license to add to, delete from or modify the software
in any manner, no changes, however extensive, shall alter Supplier's title
to such original software. Title to any such modification or addition to
the software shall remain in the entity that creates the modification or
addition. Company agrees that it shall not reverse engineer, decompile, or
distribute the software or any copies thereof. The Supplier shall provide
the Company with any bug fixes and updates normally available to its
customers during the standard Warranty period. The Supplier shall provide
the Company with fixes, updates, and new features releases for PRODUCT
covered under the Company's annual Maintenance contracts.
24. PURCHASE ORDERS
Purchase orders issued under this Agreement shall be sent to the
following address:
RiverDelta Networks, Inc.
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Purchase orders shall specify: (i) description of PRODUCT, inclusive
of any numerical/alphabetical identification referenced in the price list
in this Agreement, (ii) delivery date, (iii) applicable price, (iv)
location to which the PRODUCT is to be shipped and (v) location to which
invoices shall be sent for payment. Supplier shall fill all purchase
orders in accordance with their terms, provided that such purchase orders
comply with minimum lead time described in Section 27.
25. SEVERABILITY
If any of the provisions of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement, but rather the entire Agreement
shall be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of
Supplier and Company shall be construed and enforced accordingly.
26. SHIPPING
Supplier shall: (i) ship the PRODUCT covered by this Agreement or
order complete unless instructed otherwise, (ii) ship to the destination
designated in the Agreement or order, (iii) ship according to routing
instructions given by Company, (iv) place the Agreement and order number on
all subordinate documents, (v) enclose a packing memorandum with each
shipment and, when more than one package is shipped, identify the package
containing the memorandum; and (vi) ▇▇▇▇ the order number on all packages
and shipping papers. Adequate protective packing shall be furnished at no
additional charge. If Supplier does not comply with the terms of the
FOB section of the Agreement or order or with Company's shipping or routing
instructions, Supplier authorizes Company to deduct from any invoice of
Supplier (or to charge back to Supplier), any increased cost incurred by
Company as a result of Supplier's noncompliance.
27. SHIPPING INTERVAL
The delivery schedule applicable to each purchase order will be agreed
upon by Supplier and Company and set forth in the purchase order. The
Supplier has indicated that PRODUCT can usually be shipped between fourteen
(14) and forty-five (45) calendar days after receipt of Company's purchase
order.
28. TAXES
Company shall reimburse Supplier only for the following tax payments
with respect to transactions under this Agreement unless Company advises
Supplier than an exemption applies: state and local sales and use taxes, as
applicable. Taxes payable by Company shall be billed as separate items on
Supplier's invoices and shall not be included in Supplier's prices.
Company shall have the right to have Supplier contest any such taxes that
Company deems improperly levied at Company's expense and subject to
Company's direction and control.
29. TECHNICAL SUPPORT
The Supplier shall provide the Company with Tier 1-3 Technical Support
from 1 August 2001 through 30 December 2001. This support shall be
provided on a 7x24 basis as described in Appendix A. For the remainder of
this agreement, the Supplier shall provide the Company with Tier 1
Technical Support. During this period, the Supplier shall provide, at the
Company's expense, a branded Customer Support Website for on-line technical
support to the Company's customers. The price for such support shall be as
shown in Appendix A.
30. TERMINATION OF PURCHASE ORDER
Company may at any time terminate any portion or the total quantity of
any purchase order(s) placed under this Agreement. Company's liability to
Supplier with respect to such termination shall be limited to the
termination charges shown below:
Number of Days Prior to Termination Charge
Scheduled Shipment Date (% of Purchase Price)
0-30 25%
31-60 0%
61-90 0%
31. TIMELY PERFORMANCE
If Supplier has knowledge that anything prevents or threatens to
prevent the timely performance of the Work under this Agreement, Supplier
shall promptly notify Company's Representative and include all relevant
information concerning the delay or potential delay. If delivery will be
delayed beyond the original committed shipment date, Supplier shall be
responsible for all increased cost of shipment if Company advised it
desires accelerated shipment.
32. TITLE AND RISK OF LOSS
Title (other than software) and risk of loss and damage to PRODUCT
including software purchased by Company under this Agreement or an order
issued pursuant to this Agreement shall vest in Company when the PRODUCT
has been delivered at the FOB point. If this Agreement or an order issued
pursuant to this Agreement calls for additional services including, but not
limited to, unloading, installation, or testing to be performed after
delivery, Supplier shall retain title and risk loss and damage to the
PRODUCT until the additional services have been performed. If Supplier is
authorized to invoice Company for PRODUCT prior to shipment or prior to the
performance of additional services, title to PRODUCT (other than software)
shall vest in Company upon payment of the invoice, but risk of loss and
damage shall pass to Company when the additional services have been
performed.
33. TRAINING
If requested by Company, Supplier will:
(a) provide instructors and the necessary instructional material of
Supplier's standard format to train Company's personnel in the
installation, planning and practices, operation, maintenance and repair of
PRODUCT furnished under this Agreement. Supplier agrees to provide one (1)
class to Company, at no charge to Company. This class will be conducted at
a location mutually agreed upon by both of the parties. Should Company
require further training, Supplier and Company shall mutually agree on a
price, and location for such training.
(b) provide instructors and the necessary instructional material of
Supplier's standard format to train Company's personnel in product aspects
from a sales and marketing perspective. These classed shall be conducted at
reasonable intervals at locations agreed upon by Supplier and Company. The
price for such classes are shown in Appendix A.
34. USE OF INFORMATION
Supplier shall view as Company's property any idea, data, program,
technical, business or other intangible information, however conveyed, and
any document, print, tape, disc, tool, or other tangible information-
conveying or performance-aiding article owned or controlled by Company and
identified by Company as proprietary/confidential either in writing or
orally. The aforementioned material may be identified by Company as
proprietary/confidential verbally, and shall be followed up by written
notice from Company to Supplier. Supplier shall, at no charge to Company,
and as Company directs, destroy or surrender to Company promptly at its
request any such article or any copy of such Information. Supplier shall
keep Information confidential and use it only in performing under
this Agreement and obligate its employees, subcontractors and others
working for it to do so, provided that the foregoing shall not apply to
information previously known to Supplier free of obligation, or made public
through no fault imputable to Supplier.
35. WARRANTY
Supplier warrants to Company and Customer, as defined in this section,
that PRODUCT furnished will be new, free from defects in design (as
embodied in PRODUCT specifications, attached as Appendix B), material and
workmanship and will conform to and perform in accordance with the
Specifications and drawings set forth in this Agreement. Supplier also
warrants that PRODUCT will be DOCSIS or Euro-DOCSIS qualified (at the level
of qualification indicated in Appendix B), as applicable, and will comply
with all such DOCSIS and Euro-DOCSIS qualification requirements upon
delivery. PRODUCT which is damaged through accident or neglect or failure
to maintain environmental parameters, or is modified or repaired, other
than by Supplier is not covered by the warranty. This warranty extends to
the future performance of the PRODUCT and shall continue for a period of
twelve (12) months for hardware and ninety (90) days for software, from
the date of delivery to an end user customer (hereinafter "Customer") or
Company, or for PRODUCT installed by Company or its re-sellers. Supplier
also warrants that all services provided to Company shall be performed by
persons with the requisite skill for such services and shall be performed
in a competent and professional manner. The warranty for services shall
extend for ninety (90) days after the services have been rendered. In the
event of a breach of this warranty, Supplier shall re-perform the services
to the reasonable satisfaction of Company.
36. EPIDEMIC CONDITIONS
If during the term of this Agreement, and for one (1) year after the
last shipment date of PRODUCT under this Agreement, Company notifies
Supplier that PRODUCT shows evidence of an "Epidemic Condition," Supplier
shall prepare and propose a Corrective Action Plan ("CAP") with respect to
such PRODUCT within ten (10) working days of such notification, addressing
implementation and procedure milestones for remedying such Epidemic
Condition(s). An extension of this time frame shall be permissible upon
mutual written agreement of the parties. At the Company's discretion, it
may elect to suspend further shipment of affected PRODUCT until the CAP is
in force.
37. PRIVATE MARKINGS
The Company shall provide the Supplier with the necessary materials
needed to badge the PRODUCT with the Company's markings.
38. DOCUMENTATION
The Supplier shall provide the Company with a full set of product
literature (specification sheets and brochures, user documentation, etc.)
in electronic form for the purpose of "rebranding" this material under the
Company's own label. The Supplier shall maintain all rights and
ownership of this material, and the Company shall clearly delineate the
ownership of the copyright, trademark, trade names and service marks of the
Supplier in the re-branded material.
39. ENTIRE AGREEMENT
This Agreement shall incorporate the typed or written provisions on
Company's orders issued pursuant to this Agreement and shall constitute the
entire agreement between the parties with respect to the subject matter of
this Agreement and the order(s) and shall not be modified or rescinded,
except by a writing signed by Supplier and Company. Printed provisions on
the reverse side of Company's orders (except as specified otherwise in this
Agreement) and all provisions on Supplier's forms shall be deemed deleted.
Estimates or forecasts furnished by Company shall not constitute
commitments. The provisions of this Agreement supersede all
contemporaneous oral agreements and all prior oral and written
communications, and understandings of the parties with respect to the
subject matter of this Agreement.
Accepted August 1, 2001
RiverDelta Networks, Inc. General Instrument Corporation, d/b/a the
Broadband Communications Sector of
Motorola, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VP Bus. Dev. & COO Title: Vice President & General Manager
APPENDICES - The following Appendices are hereby made part of the Agreement:
Appendix A - Price Schedule [REDACTED]*
Appendix B - Specification [REDACTED]*
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* Confidential information has been omitted pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities Act of
1933, and such information has been filed separately with the Commission.