PERPETUAL LICENSE AGREEMENT
Penril DataComm Networks, Inc., a Delaware corporation with a
principal place of business at 1300 Quince Orchard Boulevard,
Gaithersburg, Maryland 20878, as "Licensor", and Bay Networks,
Inc., a Delaware corporation with a principal place of business at
4401 Great America Parkway, Santa Clara, California 95052, as
"Licensee" hereby agree as of June 16, 1996, to the following terms
and conditions of license of the Licensed Technology, as defined
below.1.
DEFINITIONS. As used herein, the following terms shall have the
following definitions.
1.1 Affiliates. "Affiliates" of a party hereto shall mean
(i) companies the majority of whose voting shares are now or
hereafter owned or controlled directly or indirectly by such party;
(ii) companies which now or hereafter own or control directly or
indirectly a majority of the voting shares of such party; and (iii)
companies a majority of whose voting shares are now or hereafter
owned or controlled directly or indirectly by any company mentioned
in (i) or (ii) of this definition. A company shall be considered
an "Affiliate" for only so long as such ownership or control
exists. For the purposes of this definition, partnerships or
similar entities where a majority-in-interest of its partners or
owners are a party hereto and/or Affiliates of such party shall
also be deemed to be Affiliates of such party.
1.2 Confidential Information. "Confidential Information"
shall mean that part of the Technical Information, whether written
or oral, which is (i) not publicly known and (ii) annotated as
"confidential" or "proprietary." Any information which is not
annotated as "confidential" or "proprietary" shall be deemed to be
in the public domain. In addition, "Confidential Information"
shall include all source code for all software and other computer
programs delivered by Licensor to Licensee hereunder and all
information disclosed by either party to the other party in
accordance with Section 2.5 (Modifications and/or Improvements of
Products) hereof. Such Confidential Information shall not be
considered Confidential Information at such time as it becomes
publicly known by any means other than a violation of the terms of
this Agreement.
1.3 Effective Date. "Effective Date" shall mean the date
this License comes into effect in accordance with the provisions of
Section 6.2 of the Merger Agreement, but no earlier than
June 16, 1996. In the event of a good-faith dispute as to whether
this License comes into effect in accordance with such provision of
the Merger Agreement, Licensee may not make any sales of any
Product in connection herewith.
1.4 Licensed Technology. "Licensed Technology" shall mean
the Rights, Products, Trademarks and Technical Information.
1.5 Merger Agreement. "Merger Agreement" shall mean the
Agreement and Plan of Merger entered into by Licensor and Licensee
dated June 16, 1996.
1.6 Product. "Product" shall mean any and all devices,
articles, products or implements which Licensee may choose to
develop using the Licensed Technology and any and all products,
software, equipment, components, parts, tools and test equipment
appurtenant there to, and includes the V.34+ Xylogics Octal Modem
Card further described in Exhibit A hereto.
1.7 Rights. "Rights" shall mean:
(a) the patents and patent applications listed on
Exhibit B-1 attached hereto, and any and all continuations,
divisions, reissues, extensions and other filings that Licensor may
file with the U.S. Patent and Trademark Office with respect to such
patents and patent applications described in this Section 1.6 above
(and corresponding applications and patents in countries and
jurisdictions other than the United States);
(b) the copyrights listed as Exhibit B-2 attached
hereto;
(c) the mask work rights listed on Exhibit B-3 attached
hereto;
(d) any and all patents, patent applications,
copyrights, mask work rights and other intellectual property rights
with respect to any inventions pertaining to the Licensed
Technology, which patents, patent applications, copyrights, mask
work rights and other rights (i) are granted or to be granted to
Licensor (either directly or through its Affiliates, successors,
assigns, agents or employees) (ii) with respect to which Licensor
(either directly or through its Affiliates, successors, assigns,
agents or employees) shall have the right to grant licenses,
sublicenses and rights of the type described in Article 2 below,
except that nothing in this section shall grant to Licensee any
rights under U.S. Patent No. 5,388,124 (University of Maryland -
Tretter et al.); and
(e) to the extent that Licensor enters into cross
licensing agreements with third parties involving the University of
Maryland patent referred to in Section 1.7(d) above, the right to
utilize any such cross licensed technology or rights at the same
cash royalty rates, if any, and on the same terms as Licensor,
either as a sublicensee of Licensor or directly. Although Licensee
acknowledges that some cross licensors may be unwilling to grant
such pass-through rights, Licensor agrees to use its best efforts
to obtain for Licensee rights equivalent to those obtained by
Licensor for its own business.
1.8 Technical Information. "Technical Information" shall
mean all trade secrets, know-how, computer programs (including
copyrights in said software), knowledge, technology, means,
methods, processes, practices, formulas, techniques, procedures,
technical assistance, designs, drawings, apparatus, written and
oral rectifications of data, specifications, assembly procedures,
schematics and other valuable information of whatever nature,
whether confidential or not, and whether proprietary or not, which
is now in (or hereafter during the term of this Agreement comes
into) the possession of Licensor and which is relevant to the
manufacture, assembly, sale, distribution, use, installation,
servicing or testing of any Product, including without limitation
the materials identified in Exhibit C below. Nothing in this
section shall grant to Licensee any rights under U.S. Patent No.
5,388,124 (University of Maryland - Tretter et al.).
2. GRANT OF RIGHTS AND LICENSES. Subject to all of the terms and
conditions set forth in this Agreement:
2.1 Use of Rights. Licensor hereby grants to Licensee a
nonexclusive, worldwide, right and license to practice the Rights
in order to make, use, market, sell and distribute the Products.
This right and license includes, without limitation, the rights:
(a) to maintain the Products; and (b)(i) to practice the methods
and processes involved in the use of the Products; (ii) to make and
have made, to use and have used, and to maintain machines, tools,
instrumentalities and materials; and (iii) to use and have used
methods and processes, insofar as such machines, tools,
instrumentalities, materials, methods and processes are involved in
or incidental to the development, manufacture, sale, marketing,
distribution, installation, testing or repair of the Products
2.2 Use of Technical Information.
(a) Licensor grants to Licensee a nonexclusive,
worldwide, right to use the Technical Information during the term
hereof in connection with Licensee's exercise of its rights and
licenses granted hereunder.
(b) Simultaneously with the execution of this Agreement,
Licensor shall provide to Licensee all of the Technical Information
and all patent or other searches and prior art relating to the
Licensed Technology.
2.3 Right to Sublicense or Assign. Licensee shall have the
right to sublicense or assign any of the rights or licenses granted
hereunder in connection with the manufacture and wholesale or
retail sale solely by Licensee of the Products, provided that
Licensee shall not deliver or make available to any other party any
of the source code provided by Licensor hereunder.
2.4 Software and Computer Programs in Rights, Technical
Information or Products. (a) Licensor and Licensee agree that
any and all software and other computer programs included in the
Rights, or the Technical Information or the Products are being
licensed by Licensor to Licensee in source code and machine
readable object code form on a nonexclusive basis as set forth in
Sections 2.1 (Use of Rights) and 2.2 (Use of Technical Information)
above, and are not being sold by Licensor or purchased by Licensee.
Licensor shall retain title to all of such software and computer
programs. Licensee shall have the right to sublicense to third
parties any rights or licenses to use individual copies of such
software in the operation of the Products.
(b) Licensee agrees not to copy or reproduce any of such
software or computer programs except during the term of this
Agreement and, provided that, Licensor's copyright and proprietary
notices which appear on such software or computer programs are
properly included on such copies and reproductions.
2.5 Modifications and/or Improvements of Products. Licensee
shall have the right to modify and improve the Products and to
apply each such modification or improvement to the Products,
without payment to or the consent of the Licensor. Any such
modification or improvement shall be the property of Licensee.
2.6 Right to Hire Designated Employees. Licensee shall have
the right to hire within 90 days of the Effective Date as its own
employees up to five designated Licensor employees, whose names are
set forth on Exhibit D attached hereto. Licensee shall, upon the
request of Licensor use its best efforts to assist and facilitate
the hiring of such five employees by Licensee provided any cash
expenditures by Licensor to such employees in connection with such
efforts shall be reimbursed by Licensee.
2.7 Additional Licenses. Licensee acknowledges that a
license under U.S. Patent No. 5,388,124 (University of Maryland -
Tretter, et al.) may be required to practice the Licensed
Technology. Licensor and Licensee shall separately negotiate the
particular terms and conditions of any such license, subject to the
following conditions: (a) if Licensee makes the payment described
in Section 6.2 of the Merger Agreement, the royalty rate for each
modem shall not exceed the lesser of $.30 per modem or the lowest
rate then being charged to any other licensee of such patent for a
comparable license, and (b) if no such payment is made, the royalty
rate shall not exceed that then being charged to any other licensee
manufacturing a comparable volume of modems under such license.
3. OBLIGATIONS OF LICENSOR.
3.1 Product Information and Literature. Licensor shall
provide Licensee with catalogues, maintenance manuals and other
descriptive literature with respect to the Products which Licensor
has previously generated, as well as which Licensor otherwise
generates during the first two years hereof term of this Agreement,
all at no expense to Licensee.
3.2 Training and Technical Assistance. To assist Licensee in
exercising its rights hereunder, Licensor agrees to provide
appropriate training and technical assistance to Licensee, its
employees and its permitted sublicensees, so that Licensee will be
able to practice the Patents and use the Licensed Technology to its
full potential. Such training and assistance shall be rendered by
Licensor at no expense to Licensee; provided, however, that
Licensor shall not be required to devote more than 20 man-hours
during the term of this Agreement in rendering such training and
technical assistance to Licensee. The parties hereto shall from
time to time determine whether particular training and assistance
shall be rendered at Licensor's facilities or at Licensee's
facilities. Travel costs, lodging and all related expenses
incurred by one party in connection with sending its employees or
permitted sublicensees to the other party's location shall be paid
in full by the party sending such individuals.
3.3 Evaluations. Licensor shall provide Licensee free of
charge with evaluations of Licensee's manufacturing, assembly,
service, testing, installation and technical proposals; provided,
however, that Licensor shall not be required to devote more than 20
man-hours during the term of this Agreement in rendering such
evaluations to Licensee. Licensor shall use its best efforts to
deliver each evaluation to Licensee within ten (10) days after
Licensee's request of such evaluation.
3.4 Written Inquiries. Licensor shall, at no additional cost
to Licensee, answer all written inquiries from Licensee directly
concerning the manufacture, assembly, installation, testing, use
and servicing of the Products; provided, however, that Licensor
shall not be required to devote more than 20 man-hours during the
term of this Agreement in responding to such written inquiries.
3.5 Locating Sources for Components. Licensor shall use its
best efforts, free of charge, to identify suppliers of components,
parts, tools and test equipment for Products, and to then assist
Licensee in negotiating supply agreements with such suppliers;
provided, however, that Licensor shall not be required to devote
more than 20 man-hours during the term of this Agreement in
assisting Licensee pursuant to this provision.
3.6 Additional Services.
(a) Licensor shall use its reasonable efforts to provide
Licensee with any and all additional assistance reasonably
requested by Licensee, including without limitation: producing
technical, sales, advertising and other reports and information for
Licensee which Licensee believes might be useful in selling the
Products manufactured hereunder; and assisting Licensee in
attempting to obtain from third parties technical information,
drawings, plans, specifications and other data which are not
proprietary to Licensor and which Licensor does not otherwise have
the right to use, in order to enable Licensee to respond to
requests of any potential customer.
(b) Licensor shall bill Licensee for any such services
not expressly provided free of charge in Section 2.2(b) (Use of
Technical Information) or in one of the earlier provisions of this
Article 3 at prices to be agreed in advance by the parties hereto.
In all cases the prices charged by Licensor for the services that
it provides to Licensee shall not exceed the prices that it charges
its best customer or licensee, as the case may be, for the same or
similar services, if any. Licensor shall not commence performance
of any part of any services hereunder until such prices are
established in writing by the parties hereto.
4. COMPENSATION PAYABLE TO LICENSOR. Licensee shall pay
Licensor the amount, if any, specified in Section 6.2 of the Merger
Agreement, such payment, if any, to be in immediately available
funds, at the Effective Date.
5. INVENTIONS. If Licensor formulates, makes or conceives a
patentable invention or develops any other intellectual property
rights which constitutes a modification and/or improvement of a
Product, Licensor may apply, at its or his own expense and
discretion, for appropriate patent and other intellectual property
right registrations of such invention or rights in any and all
jurisdictions. In each jurisdiction where Licensor does not apply
for such patent or registration within ninety (90) days after
having formulated, made or conceived and reduced to practice such
patentable invention or developed such right and after notice from
Licensee to Licensor of Licensee's desire to have such application
or registration made, then Licensee may either: (i) apply for such
patent or registration in such jurisdiction, at its own expense; or
(ii) request Licensor to apply for such patent or registration in
such jurisdiction and then assign all of its or his rights in such
applications to Licensee, all at Licensee's expense. Licensor
shall, at the request of the Licensee, both during and after the
term of this Agreement, execute such documents and render such
assistance as may be appropriate to enable Licensee to maintain or
obtain registrations of patents or intellectual property rights in
any jurisdiction in accordance with this Article 5.
6. CONFIDENTIAL INFORMATION.
6.1 Confidentiality Maintained. Each party agrees that the
other party hereto has a proprietary interest in its Confidential
Information. During the term of this Agreement and for a period of
three years thereafter, all disclosures of Confidential Information
to the receiving party, its agents and employees shall be held in
strict confidence by such receiving party, its agents and
employees, and such receiving party shall disclose the Confidential
Information only to those of its agents and employees to whom it is
necessary in order properly to carry out their duties as limited by
the terms and conditions hereof. During the term of this Agreement
and for a period of three years thereafter the receiving party
shall not use the Confidential Information except for the purposes
of exercising its rights and carrying out its duties hereunder.
Upon the expiration or earlier termination of this Agreement, each
party shall return to the other all Confidential Information and
all copies thereof, and shall not at any time thereafter use any of
such Confidential Information for any purpose. The provisions of
this Section 6.1 shall also apply to any consultants or
subcontractors during the term of this Agreement and for three
years thereafter that the receiving party may engage in connection
with its obligations under this Agreement. Before providing any
Confidential Information to any such consultant or subcontractor,
the receiving party shall obtain a signed undertaking in which such
consultant or subcontractor agrees to be bound by and comply with
terms substantially equivalent to and to the same effect as this
Article 6.
6.2 Liability for Disclosure. Notwithstanding anything
contained in this Agreement to the contrary, neither party shall be
liable for a disclosure of the other party's Confidential
Information if the information so disclosed:
(a) was in the public domain at the time it was
disclosed by the disclosing party to the receiving party; or
(b) was known to or contained in the records of the
receiving party from a source other than the disclosing party at
the time of disclosure by the disclosing party to the receiving
party and can be so demonstrated; or
(c) was independently developed by the receiving party
and is so demonstrated promptly upon receipt of the documentation
and technology by the receiving party; or
(d) becomes known to the receiving party from a source
other than the disclosing party without breach of this Agreement by
the receiving party and can be so demonstrated; or
(e) if in writing, was not identified as Confidential
Information in accordance with Section 1.2 (Definition of
Confidential Information) hereof; or
(f) must be disclosed pursuant to a contract or
subcontract with a governmental agency in order to obtain/retain a
procurement contract; or
(g) was disclosed pursuant to court order or as otherwise
compelled by law.7.
"AS IS" CONDITION.
"AS IS CONDITION". LICENSOR MAKES NO WARRANTY WITH RESPECT TO
THE OPERATING CAPABILITIES AND FUNCTIONALITY OF THE PRODUCTS AND
LICENSEE ACKNOWLEDGES THAT SAME IS BEING LICENSED HEREUNDER "AS IS"
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. THE FOREGOING
PROVISIONS ARE IN LIEU OF ANY WARRANTY, WHETHER EXPRESS OR IMPLIED,
WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE). LICENSOR SHALL HAVE NO
LIABILITY ARISING OUT OF THIS AGREEMENT, THE LICENSE OF THE
LICENSED TECHNOLOGY OR THE MANUFACTURE, LICENSING, SALE OR
SUPPLYING OF THE PRODUCTS OR THEIR USE OR DISPOSITION, WHETHER
BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE. IN NO EVENT
SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY
FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE
DAMAGES) ARISING OUT OF THIS AGREEMENT, THE LICENSE OF THE LICENSED
TECHNOLOGY OR THE MANUFACTURE, LICENSING, SALE OR SUPPLYING OF THE
PRODUCTS.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each of Licensor
and Licensee hereby represents, warrants and covenants to the other
as follows:
8.1 Right, Power and Authority. It has full right, power and
authority to enter into this Agreement and there is nothing which
would prevent it from performing its obligations under the terms
and conditions imposed on it by this Agreement.
8.2 Binding Obligation. This Agreement has been duly
authorized by all necessary corporate and stockholder action of
Licensor and Licensee, respectively, and constitutes a valid and
binding obligation on Licensor and Licensee, respectively,
enforceable in accordance with the terms hereof.
8.3 Corporate Good Standing. Licensor or Licensee, as the
case may be, is a corporation duly organized and validly existing
and in good standing under the laws of its jurisdiction of
incorporation and is duly qualified and authorized to do business
wherever the nature of its activities or properties requires such
qualification or authorization.
8.4 No Government Approvals Needed. No registration with or
approval of any government agency or commission of any jurisdiction
is necessary for the execution, delivery or performance by it of
any of the terms of this Agreement, or for the validity and
enforceability hereof or with respect to its obligations hereunder.
8.5 No Provisions Contravened. There is no provision in its
company or corporate charter, articles of incorporation, By-Laws or
equivalent governing documents, and no provision in any existing
mortgage, indenture, contract or agreement binding on it which
would be contravened by the execution, delivery or performance by
it of this Agreement.
8.6 No Consent of Third Parties Needed. No consent of any
trustee or holder of any of its indebtedness is or shall be
required as a condition to the validity of this Agreement.
8.7 No Law Contravened. Neither its execution nor its
delivery of this Agreement nor its fulfillment of or compliance
with the terms and provisions hereof shall contravene any provision
of the laws of any jurisdiction, including, without limitation, any
statute, rule, regulation, judgment, decree, order, franchise or
permit applicable to it.
8.8 Licensed Technology. Licensor has the right to use, and
to grant licenses to use, the Licensed Technology. Licensor has
not, and shall not in the future during the term of this Agreement,
grant rights or licenses to any other person or entity which
prevents Licensee from practicing under the Licensed Technology
hereunder.
8.9 Validity of Patents. Licensor is aware of no patents or
any other prior art which invalidate or would invalidate any of the
patents included in the Licensed Technology, or issuance of any of
those patents in any country. To Licensor's knowledge, each patent
included in the Licensed Technology was validly issued under the
laws of the country which issued it. 8.10 Continued Effect
of Representations and Warranties. It covenants and agrees that
its representations and warranties contained in this Agreement
shall remain true in all respects for a period of one year after
the Effective Date with the same effect as though such
representations and warranties had been made on and as of each such
subsequent date.
9. TERMINATION OR EXPIRATION.
9.1 Termination. The term of this Agreement shall be
perpetual.
10. MISCELLANEOUS.
10.1 Assignments. This Agreement shall be binding upon, and
inure to the benefit of, Licensor and Licensee and their respective
successors and permitted assigns. Neither party hereto may assign
rights or obligations hereunder except as permitted by Section 2.3.
10.2 Governing Law. This Agreement shall be governed,
interpreted and construed in accordance with the laws of the
Commonwealth of Massachusetts applicable to agreements made and to
be fully performed therein.
10.3 Waiver. A waiver of any breach of any provision of this
Agreement shall not be construed as a continuing waiver of other
breaches of the same or other provisions of this Agreement.
10.4 Relationship of the Parties. The parties hereto are
independent contractors. Nothing herein contained shall be deemed
to create a joint venture, agency or partnership relationship
between the parties hereto. Neither party shall have any power to
enter into any contracts or commitments in the name of, or on
behalf of, the other party, or to bind the other party in any
respect whatsoever.
10.5 Notices. All notices, requests, demands, claims and
other communications hereunder shall be in writing. Any notice,
request, demand, claim or other communication hereunder shall be
deemed duly delivered two business days after it is sent by
registered or certified mail, return receipt requested, postage
prepaid, or one business day after it is sent via a reputable
nationwide overnight courier service, in each case to the intended
recipient as set forth below:
If to the Licensor:
Copy to: Penril DataComm Networks, Inc. Benesch, Friedlander,Coplan &
1300 Quince Orchard Boulevard Aronoff, P.L.L.
Gaithersburg, Maryland 20878 2300 BP America Building
Attn.: Chairman 200 Public Square
Telecopier: (301) 921-9149 Cleveland, Ohio 44114-2378
Attn.: Irv Berliner, Esq.
Telecopier: (216) 363-4588
If to the Licensee:
Copy to: Bay Networks, Inc. Bay Networks, Inc.
4401 Great America Parkway 4401 Great America Parkway
Santa Clara, California 95052 Santa Clara, California 95052
Attn.: President Attn.: Montgomery Kersten, Esq.
Telecopier: (408) 764-1799 Telecopier: (408) 764-1991
Any party may give any notice, request, demand, claim or other
communication hereunder using any other means (including personal
delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication shall be deemed to have been
duly given unless and until it actually is received by the party
for whom it is intended. Any party may change the address to which
notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other party notice in
the manner set forth in this Agreement.
10.6 Entire Understanding. This Agreement embodies the entire
understanding between the parties relating to the subject matter
hereof and there are no prior representations, warranties or
agreements between the parties, whether written or oral, not
contained in this Agreement.
10.7 Invalidity. If any provision of this Agreement is
declared invalid or unenforceable by a court having competent
jurisdiction, it is mutually agreed that this Agreement shall
endure except for the part declared invalid or unenforceable by
order of such court. The parties shall consult and use their best
efforts to agree upon a valid and enforceable provision which shall
be a reasonable substitute for such invalid or unenforceable
provision in light of the intent of this Agreement.
10.8 Amendments. Any amendment or modification of any
provision of this Agreement must be in writing, dated and signed by
both parties hereto.
10.9 Fees Payable. Licensor and Licensee acknowledge that
there are no broker's commissions, finder's fees or other amounts
payable with regard to this transaction, and Licensor and Licensee
agree to indemnify and hold the other harmless from and against all
liabilities, claims, demands, damages or costs of any kind arising
from or connected with any broker's or finder's commission, fee or
other amount claimed to be due any person arising from the
indemnitor's conduct with respect to this Agreement and the
transactions contemplated herein.
10.10 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
10.11 Exhibits. All exhibits referred to in this Agreement
are attached hereto and incorporated herein by this reference.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be created on the day and year first above written.
PENRIL DATACOMM NETWORKS, INC., as Licensor
By:\s\ Henry D. Epstein
-------------------------------------------
Henry D. Esptein
Chief Executive Officer and
Chairman of the Board of Directors
BAY NETWORKS, INC., as Licensee
By:\s\ Bruce I. Sachs
-------------------------------------------
Bruce I. Sachs
Executive Vice President
Perpetual License Agreement
EXHIBITS
A Products
B-1 Patents and Patent Applications
B-2 Copyrights
B-3 Mask Work Rights
C Technical Information
D List of Five Employees
Exhibit A
Products
Licensor will develop for Licensee an 8 Digital Modem Card that
conforms to the attached
"V.34+ Xylogics Octal Modem Card Statement of Work". Such modem
architecture shall be
compatible with and deliver the functions and capabilities
contained within such Statement of
Work, which is attached herein as part of this Exhibit A.
Exhibit B-1, B-2, B-3
B1: Patents and Patent Applications
None
B2: Copyright Rights
None
B3: Mask Work Rights
None
EXHIBIT C
Technical Information
Licensor shall provide Licensee with all Technical Information,
including but not limited to source code, as it pertains to
Licensor's existing ALX V.34 modems, digital modem architectures,
T1 channel bank hardware and software architectures, Series 6000
software architecture, and NETMUX hardware and software
architectures. Licensor shall update such information at the end
of each quarterly period of this Agreement by supplying Licensee
with updated materials for those items that Licensor has changed.
Notwithstanding the foregoing, such Technical Information shall not
include Technical Information pertaining to custom work being
performed specifically on behalf of another customer of Licensor.
EXHIBIT D
Employees to be Hired by Licensee
Jonathan Sieg
Dave Burger
Michael Livshits
Ali Hashmi
Alex Purkovic