Exhibit 10.6
AGREEMENT
BETWEEN
IAS COMMUNICATION, INC.
AND
ARINC INCORPORATED
This Agreement is made this 23rd day of September 1999, by and between IAS
Communication, Inc. hereinafter sometimes referred to as IAS and ARINC
Incorporated hereinafter sometimes referred to as ARINC for the purchase of
certain antennas, distribution rights to the same and the exclusive rights to
IAS patented technology.
Recitals
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A. WHEREAS, IAS is the manufacturer of antennas, and owns certain patented
technology dealing with the Contrawound Antenna, Toroidal Antenna, and the
Contrawound Torodial Helical Antenna;
and
B. WHEREAS, ARINC. desires to purchase the Hawks/ARINC Antenna from IAS for
its use, resell, and to license from IAS it's Patented Technology for use in its
Dominium Tracking Service.
Now, THEREFORE, the parties in consideration of the mutual promises and
covenants contained herein, agree to the following:
1. Definitions
----------------
Where any word or phrase defined below, or a pronoun used in place
thereof, is used in any part of this Agreement, it shall have the
meaning herein set forth.
AGREEMENT This agreement between ARINC and IAS plus any amendment or
modification thereto.
ARINC ARINC Incorporated
HAWKS/ARINC
ANTENNA Antenna shall refer to the IAS Contrawound Toroidal Helical
Antenna and housing, including GPS (dual mode) known as the
Hawks/ARINC Antenna. The Hawks/ARINC Antenna consists of
the IAS Hawks/ARINC Antenna technology and a commercial GPS
antenna in one housing, which antenna incorporates the Hawk
patented technology, and has been modified to comply with
ARINC requirements and specifications as set forth in
Exhibit "B" hereto.
1
ANTENNA
UNIT IAS Part Number xxx-N-AN-000300
IAS IAS Communications, Inc.
LICENSE
TERRITORY Worldwide
PATENT
TECHNOLOGY Patent technology refers to the information listed in the
Patents set forth in Exhibit A to this Agreement
2. License Grant
----------------
A. IAS hereby grants to ARINC an exclusive, worldwide license to import,
export, make, have made, use, allow its customers to use, lease, rent
and sell the Patent Technology subject only to the terms of this
Agreement.
B. IAS hereby represents and warrants that it has no license or other
agreements with or obligations to third parties or any other legally
binding commitments, obligations, or liens, mortgages and encumbrances
of any kind or nature whatsoever which may diminish or limit in any
manner the rights granted to ARINC under this Agreement of IAS's full
right and authority to grant such rights and to perform its covenants
under this Agreement, and IAS further covenants that it will not
divest itself of any rights now or hereafter possessed where the
effect of its so doing may be to diminish or impair the license rights
acquired by ARINC under this Agreement.
C. IAS warrants that it shall immediately take all appropriate legal
actions to enforce the exclusive rights granted to ARINC under this
Agreement, if it becomes aware of any third party's use of the Patent
Technology, or if it becomes aware of a third party's use of any item
that may infringe upon IAS's patent rights in the Patent Technology.
3. Purchase and Delivery of Antennas and Exclusive Reseller/Distributor
-----------------------------------------------------------------------
A. ARINC shall pay IAS upon the execution of this Agreement, the sum of
twenty-five thousand dollars ($25,000) for the set up costs for the
production of the Hawks/ARINC Antenna.
B. IAS shall deliver to ARINC for its evaluation and test a production
quality Hawks/ARINC Antenna. Upon ARINC's determination that the
Hawks/ARINC Antenna meets all of the requirements and specifications
stated in Exhibit B to this Agreement to its satisfaction. ARINC shall
purchase ten thousand (10,000) Hawks/ARINC Antennas for its use and or
resell for the firm fixed price of Five Hundred Thousand dollars
($500,000 or $50.00 per
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Hawks/ARINC Antenna). ARINC shall pay IAS a down payment toward the
purchase of the Hawks/ARINC Antennas in the amount of Two Hundred and Fifty
Thousand dollars ($250,000) upon receipt of the Stand-by Letter of Credit
from IAS as set forth in Section 3.B (3) below. The balance of the purchase
price in the amount of Two Hundred and Fifty Thousand dollars ($250,000)
shall be paid within thirty days of delivery and ARINC's acceptance of the
10,000 antennas. If IAS fails to deliver an acceptable Hawks/ARINC Antenna
as described above by October 18, 1999, ARINC shall have the absolute right
to cancel this Agreement with no obligation to IAS of any nature whatsoever
other than the payment of the twenty-five thousand dollars stated in 3.A
above.
(1) Upon the execution of this Agreement, ARINC shall have exclusive
rights for the use and/or resell of the Hawks/ARINC Antenna in trailer
tracking, refrigeration monitoring, in-cab tracking, messaging and long
haul trailers (generally 53 foot in length) using the Orbcomm Satellite
frequency. IAS shall not sell, lend, or otherwise transfer in any manner
the Hawks/ARINC Antenna or any other similar antenna to any other party
unless the transaction is through ARINC. ARINC shall be solely responsible
for establishing the price and delivery of the Hawks/ARINC Antenna.
(2) If during the first twelve months of this Agreement, ARINC should
procure more than ten thousand (10,000) Hawks/ARINC Antennas, the price of
every antenna order thereafter and within the first twelve month period
shall be forty-five ($45.00) dollars.
(3) IAS agrees to issue ARINC a stand-by letter of credit issued from a
banking institution acceptable to ARINC in the amount of two hundred fifty
thousand dollars and that the same shall remain open for a period of
thirteen months from the execution of this Agreement. The Stand-by Letter
of Credit shall require the issuing bank to pay over to ARINC the amount
claimed by ARINC up to the value of this Stand-By Letter of Credit upon
presentation of ARINC's written statement that IAS has failed to make full
delivery of acceptable Hawks/ARINC Antennas ordered by ARINC per the terms
of this Agreement. Such statement by ARINC shall be in the form
substantially as follows: "The number of antennas that IAS has failed to
deliver or that ARINC has not accepted is _____ antennas. ARINC is entitled
to payment of fifty dollars per antenna not delivered or accepted for a
total value of ________."
C. During the second year of this Agreement, ARINC shall have an option to
purchase up to twenty thousand (20,000) Hawks/ARINC Antennas at a price of
fifty ($50.00) dollars per antenna. If the above quantity is purchased
during the second year, the price of every antenna order thereafter, and
within this twelve month period shall be forty-five ($45.00) dollars. ARINC
shall pay IAS one-half of the value of each order upon the placement of the
same with
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the balance due upon acceptance. IAS shall provide ARINC a stand-by letter
of credit for the down payment upon the same terms as set forth in section
3.B.(3).
D. During the third year of this Agreement, ARINC shall have an option to
purchase up to thirty thousand (30,000) Hawks/ARINC Antennas at a price of
fifty ($50.00) dollars per antenna. After the above quantity minimum is
satisfied, the price of every antenna order thereafter, and within this
twelve month period shall be forty-five ($45.00) dollars. ARINC shall pay
IAS one-half of the value of each order upon the placement of the same with
the balance due upon acceptance. IAS shall provide ARINC a stand-by letter
of credit for the down payment upon the same terms as set forth in section
3.B.(3).
E. If ARINC procures the stated quantity of antennas by the end of the second
and third years as set forth above, ARINC shall retain its rights as set
forth in section 3.A(1) above. If ARINC fails to meet the minimum
requirements for the second or third year, ARINC's exclusive rights to use
and/or resell the Hawks/ARINC Antenna shall convert to a non-exclusive
right. Notwithstanding the above failure to meet the minimum requirements,
IAS shall continue to sell ARINC the Hawks/ARINC Antenna at its Most
Favored Customer price as set forth in Section 17 of this agreement.
F. Each Hawks/ARINC Antenna shall carry the standard IAS warranty that is set
forth in Exhibit C to this Agreement. IAS agrees that ARINC may assign this
warranty to its Customers and/or End Users. The warranty shall commence
upon ARINC delivery of the Hawks/ARINC Antenna to its Customer or End User.
G. IAS shall deliver twenty (20) production quality Hawks/ARINC Antennas to
ARINC within three weeks of the execution of this Agreement. ARINC shall
test the Hawks/ARINC Antenna to determine acceptability of the Antenna per
section 3.B above. Upon written notification by ARINC to IAS that the
Antennas are acceptable, IAS shall commence delivery of the remaining first
year antennas at a rate of two thousand per month until the full quantity
of 10,000 has been delivered. Upon delivery of any of the above Hawks/ARINC
Antennas as set forth in Sections 3B through 3D inclusive, ARINC shall
perform a physical inspection of the same and shall have the right to
perform random acceptance testing to the requirements/specifications set
forth in Exhibit B. If the Antenna fails the acceptance/verification
testing, ARINC shall have the right to reject the entire delivery and
request IAS to cure. If IAS cannot cure the same or refuses to, ARINC shall
have the right to terminate this Agreement per section 8 of this Agreement.
ARINC's right to perform a physical inspection and random acceptance
testing to the requirements/specifications set forth in Exhibit B shall
continue and be
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applicable for each ARINC Antenna order, whether incurring in the first,
second or third year of this Agreement.
4. Licensing of Patent Technology
---------------------------------
A. IAS shall license to ARINC for its exclusive use the Patented
Technology, or portion thereof plus its technical information,
knowledge, and expertise concerning the design, construction, and use
of antennas. ARINC shall have the exclusive right to use, copy,
modify, enhance, or change the Patent Technology as it deems
appropriate for use within trailer tracking, refrigeration monitoring,
in-cab tracking, messaging and long haul trailers using the Orbcomm
Satellite frequency. ARINC's initial use will be the development of an
integrated product known as the "Antenna Unit." IAS agrees that ARINC
shall be allowed to provide the Patent Technology to third parties for
the purpose of the manufacture of the Antenna Unit or such other
products as ARINC deems appropriate, provided that ARINC obtains from
such third parties a Confidentiality and Non-Disclosure Agreement in a
form acceptable to IAS.
B. Other than the Hawks/ARINC Antenna, ARINC shall pay IAS a royalty
payment of ten ($10.00) dollars for every Antenna Unit it sells, or
for any item that ARINC sells that incorporates IAS's Patent
Technology or portions thereof. The license granted to ARINC under
Section 4A above shall remain exclusive as long as the following
minimum payments are made:
(1) One million ($1,000,000) dollars during the first year
(2) Five million ($5,000,000) dollars during the second year
(3) Seven million five hundred ($7,500,000) dollars during the
third year
After the third year, or the failure to meet any of the above
minimums, the exclusive license grant to ARINC shall immediately
convert to a perpetual, worldwide, non-exclusive license to use, copy,
modify, enhance, or change the Patent Technology as set forth in
Section 4A above. ARINC's obligation of the royalty payment to IAS
shall remain.
C. Any changes, improvements, enhancements to the IAS's Patent Technology
made by ARINC during the term of this Agreement in which it has
exclusive rights to the Patent Technology and for two years thereafter
shall be the property of IAS. In regard to the above. ARINC shall have
a fully paid, worldwide and perpetual license to use any such
improvements, changes, or enhancements as if it was the owner. Any
changes, improvements, enhancements to the IAS's Patent Technology
made by ARINC after the above period shall be the property of ARINC.
ARINC agrees to grant to IAS a perpetual license to use such
improvements as it deems appropriate.
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D. Upon ARINC's deployment of the Antenna Unit to any third party, said
third party or third party's customer might procure an antenna from
IAS. Except for the exclusive rights granted herein to ARINC for the
use and or resell of the Hawks/ARINC Antenna, for all users or
purchasers of the Antenna Unit that acquire any antenna from IAS
within 120 days (before or after) its purchase of the Antenna Unit,
IAS shall pay ARINC a sales fee of $2.00 per Antenna sold.
E. Quarterly Earned Royalty Payment and Report - Beginning with the first
sale of an Antenna Unit, each party shall make written reports (even
if there are no sales) and earned royalty/sales fee payment to the
other party within thirty (30) days after the end of each calendar
quarter. This report shall be in the Reporting party's format and
shall state the number of Antenna or Antenna Units or other product
using the Patent Technology sold during such completed calendar
quarter, and resulting calculation of earned royalty/sales fee payment
due the other party for such completed calendar quarter. Concurrent
with the making of each such report, the Reporting Party shall include
payment due the other party for the calendar quarter covered by such
report.
F. Accounting - Each party agrees to keep and maintain records for a
period of two (2) years showing the sale of antennas of Antenna Units
or other product using the Patented Technology. Such records will
include general ledger records in sufficient detail to enable the
royalties/sales fee payable hereunder to be determined. Each party
further agrees to permit its books and records to be examined by the
other party from time to time to the extent necessary to verify
reports provided for royalty/sales fee calculations. Such examination
is to be made by the parties or their designee (must be an accounting
firm acceptable to party to be audited), at the expense of auditing
party, except in the event that the results of the audit reveal an
underreporting of royalties/sales fee of ten percent (10%) or more,
then the audit costs shall be paid by the audited party. The auditing
party and/or its designee must execute a non-disclosure agreement to
limit their use of the knowledge that they may learn during said
audit.
5. Indemnification
A. IAS shall hold ARINC harmless from liability resulting from
infringement of any United States patent or copyright on the
Hawks/ARINC Antenna and the Patent Technology (or portions thereof),
provided IAS is reasonably notified of any and all threats, claims,
and proceedings related thereto and given the opportunity to assume
full control over the defense of any such threat, claim, or proceeding
and all negotiations for a settlement or compromise thereof.
B. The foregoing obligation of IAS does not apply with respect to the
Hawks/ARINC Antenna or the Patent Technology (or any portion thereof)
(a) not
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developed and produced by IAS or authorized thereby; (b) which is
modified after shipment by IAS and the alleged infringement
relates to such modifications; or (c) which is combined with
other products and the alleged infringement relates to such
combination.
C. In the event ARINC is enjoined from using the Hawks/ARINC Antenna
or the Patent Technology (or portions thereof) or that IAS has a
reasonable belief that the use could be permanently enjoined, IAS
shall, at its expense either:
(1) Obtain for ARINC the right to continue using and selling the
Hawks/ARINC Antenna and the Patent Technology (or portions
thereof) as set forth in this Agreement, or
(2) Replace or modify the Hawks/ARINC Antenna of Patent
Technology (or portions thereof) so that it does not infringe and
provides substantially the same functionality.
D. If IAS is unable to achieve either of the requirements set
forth in Sections 5C (1) or (2), IAS shall hold ARINC harmless
from any and all liability from any actual or alleged
infringement and shall cover and pay any and all damages of any
kind or nature emanating therefrom. Additionally, ARINC shall be
entitled to such additional remedies available to it under law or
equity, including but not limited to payment for the full value
of the Hawks/ARINC Antennas that ARINC may have in stock and or
return from Customers, plus all costs associated therewith.
6. March-In Rights
A. If IAS should for any reason or no reason stop producing or
having the Hawks/ARINC Antenna produced, ARINC shall have the
following "March-In Rights":
(1) IAS shall (a) grant ARINC a worldwide, royalty-free,
fully-paid non-exclusive, irrevocable, and perpetual right and
license to use any IAS confidential or patented
information/technology necessary to manufacture the Hawks/ARINC
Antenna, and to use its best efforts to assist ARINC in licensing
or otherwise obtaining access to any other technical knowledge,
trade secrets, techniques, documentation, processes, directions,
system designs, code, formats, algorithms, structures, protocols,
inventions, know-how, copyrights, specifications and other
proprietary information reasonably necessary for the manufacture
of the Hawks/ARINC Antenna and does grant unto ARINC a worldwide,
royalty-free, fully-paid, irrevocable, perpetual right and
license to make, use, reproduce, sublicense, modify, enhance,and
to create derivative Works of the Hawks/ARINC Antenna as it
deems appropriate.
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B. Upon the exercise of ARINC's March-In Rights, all obligation of ARINC
under this Agreement to IAS for the Hawks/ARINC Antenna shall cease and
be declared null and void. Additionally, the following shall be
applicable:
(1). ARINC shall pay IAS a royalty of $10.00 for every Hawk/Antenna sold
by it after the exercise of its March-In rights
(2). If ARINC continues to use the Patent Technology other than which is
contained in the Hawks/ARINC Antenna, then in that event, ARINC shall
continue to pay the royalty as set forth in Section 4B above
(3). The sales fee due under this Agreement (See Section 4D) from IAS
to ARINC shall continue
7. Authorized Representatives
--------------------------
A. The parties will designate and maintain a representative of each party
who will be the point of contact for the work to be performed under this
Agreement. Said representatives will be responsible for addressing
issues relating to the performance of the obligations established under
this Agreement and will have the necessary authority to act on any and
all matters arising under this Agreement. The designated individuals of
each party may be replaced at any time, with a written notice to the
other party. Presently, the following named individuals shall act as the
representatives of ARINC and IAS:
FOR ARINC:
Program and Technical Management: ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Contracts: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
FOR IAS:
Program and Technical Management: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)-▇▇▇-▇▇▇▇
Fax: (▇▇▇)-▇▇▇-▇▇▇▇
Contracts: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
#▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇
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Telephone: (▇▇▇)-▇▇▇-▇▇▇▇
Fax: (▇▇▇)-▇▇▇-▇▇▇▇
B. All notices to be given by the parties hereto shall be in writing
and served by depositing same in the United States Post Office,
postage prepaid, certified mail, return receipt requested or faxed
to the designated Contracts Representative.
8. Termination for Default
-----------------------
A. Either party may terminate this Agreement if the other party
should materially default in the performance of its obligations
under this Agreement. The party claiming that a material breach of
the Agreement has occurred must provide written notice of the same
to the other party with supporting documentation. The alleged
defaulting party must respond within fifteen working days either
refuting the "claim of the material breach" or cure the material
breach within the fifteen working days. Unless the matter is
resolved to the satisfaction of both parties within the fifteen
working days, the following shall be applicable:
(1). The parties shall meet at ARINC's facility in Annapolis,
Maryland within the next fifteen working days to determine if
their differences can be resolved. If they cannot be, then the
party claiming that the other has materially breach its Agreement
shall arrange for an arbitration hearing per the following:
(a). The dispute will be submitted to arbitration conducted
in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The decision of
the Arbitration Committee shall be considered as final and neither
party shall appeal such decision to any court. Any court having
jurisdiction thereof may enter judgment upon the award rendered by
the Arbitrators. The Arbitrators award may include compensatory
damages against either party but under no circumstances will the
Arbitrators be authorized to nor shall they award consequential,
incidental, special or multiple damages against either party. The
Arbitration hearing shall be conducted in Washington D.C.
B. The above shall be applicable for all matters except
infringement which is covered in Section 5 A-C inclusive of this
Agreement.
9. Assignment
----------
Neither Party may assign its rights or delegate its
responsibilities under this Agreement without obtaining the prior
written consent of the other except (i) in connection with a
merger or consolidation with another entity where the surviving
entity is at least as financially and technically competent as
its predecessor or (ii) to a wholly owned subsidiary, to a wholly-
owning parent corporation or an affiliated company with common
ownership where the predecessor remains liable as a
9
financial and technical guarantor of the successor's performance
or (iii) to assign its royalties payments or entitlements in whole
or in part to a third party.
10. Non-Waiver of Rights
--------------------
The omission by either party at any time to enforce any default or
right reserved to it, or to require performance of any of the
terms, covenants, or provisions hereof by the other party at the
time designated, shall not be a waiver of any such default or
right to which the party is entitled, nor shall it in any way
affect the right of the party to enforce such provisions
thereafter.
11. Modification of Agreement
-------------------------
This Agreement may not be modified, nor may compliance with any of
its terms waived, except by written instrument executed and
approved in the same manner as this Agreement.
12. Agreement Made in Maryland
--------------------------
The formation, interpretation and performance of this Agreement
shall be governed by the laws of the State of Maryland without
regard to its conflict of laws provision.
13. Construction Captions
---------------------
All paragraph captions are for reference only and shall not be
considered in construing this Agreement.
14. Entire Agreement:
-----------------
Each party acknowledges that it has read this Agreement, fully
understands it, and agrees to be bound by its terms and further
agrees that it is the complete and exclusive statement of the
agreement between the Parties, which supersedes and merges all
prior proposals, understandings and all other agreements, oral and
written, between the Parties relating to the subject matter of
this Agreement. This Agreement cannot be modified or altered
except by a written instrument duly executed by authorized
executive officers of both Parties.
15. Non-solicitation of Employees
-----------------------------
During the term of this Agreement, no organizational unit of
either Party working under this Agreement shall solicit employees
of the other without the other Party's prior written
authorization.
16. Exhibits
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The following appendices are part of this Agreement and are incorporated
herein as if fully rewritten.
a. Exhibit A: List of IAS Patents Technology
b. Exhibit B: IAS Requirements/Specifications
c. Exhibit C: IAS Hawks/ARINC Antenna Warranty
17. Most Favored Customer
---------------------
IAS agrees that it shall always sell its Hawks/ARINC Antenna to ARINC at
its most favorable unit price offered to any other Customer. Most favorable
price shall be determined as the lowest price offered by IAS, it
subsidiaries, or distributors to any Customer six months before or six
months after the placement of any order by ARINC for the Hawks/ARINC
Antenna. In the event that ARINC did not receive the "most favored price,"
IAS shall refund ARINC the difference in the price it paid and the "most
favored price." ARINC, at its discretion, may audit IAS books and records
to insure the above. Said audit shall be conducted per Section 4F of this
Agreement.
18. Effective Date
--------------
The effective date of this Agreement shall be the 23rd day of September
1999.
IN WITNESS WHEREOF, the parties have executed this Agreement with the intent to
be legally bound.
ATTEST: WITNESS ARINC Incorporated
/s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇▇
------------------------ --------------------------
Name: ▇. ▇. ▇▇▇▇▇▇
-----------------------
Title: Senior Vice President
-----------------------
Date: 23 September 1999
-----------------------
IAS Communications,Inc.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------ --------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
Title: President and CEO
-----------------------
Date: 9/24/99
-----------------------
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EXHIBIT A
6. Licensed Patents:
(a) Australian Patent Application No. 60903/96 Contrawound Antenna
(including any patent(s) issuing therefrom);
(b) Australian Patent Application No. 699283 Toroidal Antenna (including
any patent(s) issuing therefrom);
(c) Brazilian Patent Application No. ▇▇▇▇▇▇▇▇▇ Contrawound Antenna
(including any patent(s) issuing therefrom);
(d) Brazilian Patent Application No. P19609058-8 Toroidal Antenna
(including any patent(s) issuing therefrom);
(e) Canadian National Phase Patent Application No. 60903/96 Contrawound
Antenna (including any patent(s) issuing therefrom);
(f) Canadian National Phase Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(g) Chinese National Patent Application No. 60903/96 Contrawound Antenna
(including any patent(s) issuing therefrom);
(h) Chinese National Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
--------------------------------------------------------------------------------
#185, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇
*(▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇)▇▇▇-▇▇▇▇
-2-
(i) Czech Republic National Patent Application No. 60903/96 Contrawound
Antenna (including any patent(s) issuing therefrom);
(j) Czech Republic National Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(k) European Regional Patent Application No. 60903/96 Contrawound
Antenna (including any patent(s) issuing therefrom);
(l) European Regional Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(m) Hungarian National Patent Application No. 60903/96 Contrawound
Antenna (including any patent(s) issuing therefrom);
(n) Hungarian National Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(o) Israeli Patent Application No. 60903/96 Contrawound Antenna (including
any patent(s) issuing therefrom);
(p) Israeli Patent Application No. 699283 Toroidal Antenna (including any
patent(s) issuing therefrom);
(q) Japanese Patent Application No. 60903/96 Contrawound Antenna
(including any patent(s) issuing therefrom);
(r) Japanese Patent Application No. 699283 Toroidal Antenna (including any
patent(s) issuing therefrom);
(s) Mexican Patent Application No. 60903/96 Contrawound Antenna (including
any patent(s) issuing therefrom);
(t) Mexican Patent Application No. 699283 Toroidal Antenna (including any
patent(s) issuing therefrom);
(u) New Zealand Patent Application No. 60903/96 Contrawound Antenna
(including any patent(s) issuing therefrom);
(v) New Zealand Patent Application No. 699283 Toroidal Antenna (including
any patent(s) issuing therefrom);
(w) Polish National Patent Application No. 60903/96 Contrawound Antenna
(including any patent(s) issuing therefrom);
(x) Polish National Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(y) Russian Federation National Patent Application No. 60903/96
Contrawound Antenna (including any patent(s) issuing therefrom);
(z) Russian Federation National Patent Application No. 699283 Toroidal
Antenna (including any patent(s) issuing therefrom);
(aa) Singapore National Patent Application No. 60903/96 Contrawound Antenna
(including any patent(s) issuing therefrom);
(bb) Singapore National Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(cc) South Korean National Patent Application No. 60903/96 Contrawound
Antenna (including any patent(s) issuing therefrom);
(dd) South Korean National Patent Application No. 699283 Toroidal Antenna
(including any patent(s) issuing therefrom);
(ee) US Patent No. 5,444,369 assigned to the West Virginia University
Toroidal Antenna; and
(ff) US Patent No. 5,654,723 assigned to the West Virginia University
Contrawound Toroidal Helical Antenna.
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EXHIBIT B
Hawks/ARINC Antenna
(Dominium PN: XXX-N-AN-00300)
Operational/Performance/Physical Requirements for Agreement to Purchase:
1. Description: Low-Profile antenna that provides both ORBCOMM VHF (transmit
and receive) and GPS (receive) capability.
2. Size/Form:
A. Antenna (with enclosure) no larger than 6.5" L x 4.5" W x 0.7" H
B. Enclosure shall have external RF cables permanently attached via sealed
penetrations to provide connection to VHF and GPS antennas. The separate
external cables shall terminate in BNC in-line connectors (VHF shall be
FEMALE: GPS shall be MALE).
C. The enclosure shall have tapered sides
D. The enclosure shall have four (4) mounting holes at the corners.
E. The enclosure shall have 3M double-sided tape affixed to the bottom
surface along the edges.
3. Performance:
A. VHF Antenna:
i. Shall operate satisfactorily (as defined in vi below) mounted
on the top or side of any mobile or fixed "platform" expected
in the Dominium market area (e.g., heavy-duty trucking trailers
(aluminum or fiberglass tops), shipping containers (steel or
aluminum construction), railcars, ships, automobiles, etc).
ii. The antenna shall function as two antennas in one physical
enclosure: a GPS antenna, and an ORBCOMM antenna.
iii. Shall be capable of receiving in the frequency band 137-138
MHz, and transmitting in the 148-150.05 MHz band.
iv. Shall be capable of handling 5 W of instantaneous transmit
power in the transmit band.
v. The nominal impedance of the ORBCOMM antenna at the connector
shall be 50 (omega symbol).
vi. Satisfactory operational performance for the ORBCOMM (VHF)
antenna shall be defined as:
a. Average Transmit-Receive Delta T (Delta time) of (less than
or equal to) 7 minutes (measured as the difference in time
from message TX date/time stamp in the SC to receive
date/time at the destination address), with a standard
deviation (less than or equal to) 5 minutes.
1) The Transmit-Receive Delta T shall be measured with the
SC transmitting at a rate of one 144-byte fixed
message every 15 minutes.
b. Successful transmission rate of (greater than or equal to)
98% (measured as a percent of successful receptions over
all transmissions, excluding external events that prevent
successful transmission or reception [e.g., ORBCOMM
network, gateway, or satellite outages, ISP outages,
etc.]).
c. Successful polling rate of (greater than or equal to) 98%
(measured as % of successful acknowledgement receipt at
the polling location over all polls sent).
d. Average Polling Delta T of (less than or equal to) 10
minutes (measured as the total time from TX of the poll to
the SC to receipt of the SC acknowledgement at the sending
location).
12
e. Operate with the following SCs: Panasonic KX-G7101,
Magellan/Ashtech OM200, and Stellar EL-2000G (at least
initially). Other SCs will be tested as they are produced and
sold.
f. Shall provide near-hemispherical radiation pattern from 15
degrees elevation angle above the horizon.
B. GPS Antenna
i. The GPS antenna shall be an active antenna, or provide satisfactory
performance with the standard OEM SCs provided by ORBCOMM-approved
OEMs. Specifically, the GPS antenna shall operate satisfactorily
with the Magellan/Ashtech OM200, the Panasonic KX-G7101, and the
Stellar EL-200G SCs.
ii. Shall be capable of receiving L1 frequencies.
4. Environmental
A. Enclosure shall be fully enclosed in a weatherproof enclosure.
B. The enclosure shall be impervious to water (rain), acid rain, snow, ice,
dust, cleaning detergents, road/highway de-icing salts, petroleum-based
oils, and minor abrasion.
C. The enclosure shall also be resistant to deterioration from solar
radiation (infra-red and ultra-violet). Exposure should be considered over
a daily exposure for ten years.
D. The antenna and enclosure shall be able to withstand the vibration and
shock profiles identified in the SAE J-1455 standard for heavy trucking
industry.
E. The antenna and enclosure shall be able to operate in the temperature
range of -40 degrees C to +85 degrees C.
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Exhibit C
IAS LIMITED WARRANTY
For
HAWKS/ARINC ANTENNA
For a period of fifteen months from delivery to ARINC or twelve months from
delivery by ARINC to its Customer, whichever is shorter, IAS warrants that the
Hawks/ARINC Antenna (Antenna), used under normal operating conditions and not
subject to misuse or abuse, shall operate and conform to the performance
capabilities, functions and other descriptions and standards applicable thereto
as set forth in its specifications. IAS's warranty under this Agreement shall be
limited to repair or replacement (at IAS's sole option) of a defective Antenna
as set forth above. Such repair or replacement shall be the sole and exclusive
remedy of the Buyer hereunder. IAS Limited Warranty and all extensions thereof
do not include service, repair, or replacement to correct any damage caused by
improper installation, improper connection with any peripheral device, external
electrical fault, accident, disaster, misuse, abuse or modifications to the unit
not approved in writing by IAS.
IAS DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR
ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR NON-INFRINGEMENT OF
ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS.
IAS hereby agrees that the above warranty make be assigned to ARINC's
Customer(s).