Exhibit 3(3)
EXHIBIT A-1
STATEMENT OF WORK
TO THE DEVELOPMENT AGREEMENT BETWEEN
DYNAMIC DIGITAL DEPTH RESEARCH PTY. LTD. AND GENERAL INSTRUMENT CORPORATION
PROJECT: ALPHA PHASE
Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as XXXXX. A complete version of this
exhibit has been filed separately with the Securities and Exchange Commission.
This Statement of Work ("SOW") dated the day of June, 1999 (the
"Effective Date") is hereby incorporated in its entirety into that certain
Development Agreement between Dynamic Digital Depth Research Pty. Ltd. ("DDD")
and General Instrument Corporation ("GI") (the "Agreement"). GI and DDD are
hereinafter sometimes referred to individually as a "Party" and collectively as
the "Parties."
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein, and intending to be legally bound, DDD and GI hereby agree as follows:
1.0 CONFLICTS/TERMS The terms and conditions of this SOW are subject to and
governed by the terms and conditions of the Agreement. In the event of a
conflict between any term of this Statement of Work and the Agreement, the terms
of this Statement of Work shall control. Capitalized terms shall have the
meanings identified in the Agreement unless otherwise defined in this SOW.
1.a: PROJECT ALPHA PHASE: SOW covers the initial prototype phase of
this project which includes the initial port of DDD product ("Product")
xxxxx version of GI's advanced digital platform. This SOW does not
xxxxxx on the Platform. 1b: PLATFORM: Platform refers to the prototype
of GI's advanced digital platform code named xxxx consisting of an
xxxxx board with xxxxxx graphics xxxx card xxxxx or a substitute
equivalent platform which, in combination, emulates the computing
capability of GI's advanced digital platform. xxx is an xxx platform
not currently supporting xxxx. As used in this SOW, Platform refers
only to the xxxx device and does not include any other components of
the GI digital system.
2.0 TECHNICAL SERVICES
GI will provide to DDD the following Technical Services in furtherance of the
Parties' mutual objectives for integrating the Products with the Platform,
subject to GI's engineering schedules, documentation release schedules, and
Firmware release dates in connection with the Alpha Phase prototype on the
Platform.
2.1 DOCUMENTATION. All documentation in the possession of GI relevant,
necessary or useful to the development of Products on the Platform specified
above, including digital terminal API documentation, interface documents,
release notes on terminal and Head-end equipment, operations manuals, and any
other documented information in support of third party development. If published
documentation does not exist, GI will provide, as and when available,
support/information regarding such requirements whether in published
documentation, non-published format or verbal.
2.2 TRAINING. In the event that this SOW continues beyond the Alpha phase
pre-scheduled training at GI's facilities will be offered on an annual basis on
commercially available GI digital terminals and Head-end equipment. GI will
provide training updates as new Head-ends and Digital Set-top terminals are
released to market. The number of DDD employees scheduled for specific GI
training will be limited by class sizes and availability.
2.3 TECHNICAL SUPPORT. Priority technical support to DDD which includes
unlimited access to GI's developer support center during normal business hours
M-F 9 a.m. - 5 p.m. EST, that will provide all technical support to phone and/or
email requests for functional and technical, including access to FAQ web site
for support issues when available, access to test scripts, application scripts
and debuggers necessary for development process and support/guidance in their
use, support and information related to developer Firmware releases and their
use, priority response to logged problems, bug reports, and other issues
reported by DDD to support center. GI will provide unlimited access on a
pre-scheduled basis to GI's development lab for training DDD personnel during
Alpha Phase development efforts.
2.4 FIRMWARE RELEASES. Access to all commercially deployed GI Firmware
releases and Firmware upgrades on all Platforms necessary/applicable to the
integration of DDD's Products in Alpha phase, to be used solely for the purpose
of integration. Priority support will also include early release GI Firmware and
Firmware upgrades scheduled in support of DDD's development support for
development purposes. Firmware releases and information on scheduled release
dates provided to DDD hereunder are based on GI schedules and subject to change
based on GI engineering schedules. GI will keep DDD informed as to the latest
scheduled releases of Firmware and Firmware upgrades. GI shall use reasonable
commercial efforts to provide DDD with the earliest possible releases of
Firmware relevant to DDD software development efforts.
2.5 DESIGN SUPPORT. (Not applicable in Alpha Phase) Application and system
design assistance for Products on the Platforms. DDD will receive priority
access to GI System Engineering personnel for pre-scheduled engineering
consultations by senior GI engineering personnel as reasonably requested by DDD
on a quarterly basis. DDD may submit consultation agenda topics to facilitate
said consultations. Consultation information exchange will include all relevant
digital terminal, digital equipment and digital system information appropriate
for the successful implementation of DDD software on Platforms, currently
available development firmware, and production schedule information and
currently scheduled design features, limitations, planned modifications,
upgrades, and future design plans for Platforms. DDD also agrees to provide full
disclosure of its Product development plans applicable to the GI Platforms in
order for mutual exchange of relevant developmental information.
2.6 APPLICATION TESTING AND INTEGRATION. (not applicable in Alpha Phase)
Testing and integration support for Products based on test plans mutually
developed by GI and DDD to validate Product interoperability on Platforms. Full
lab facilities will be made available to DDD on a pre-scheduled basis throughout
scheduled testing projects, including support of DDD's testing and integration
of Products and Product features and providing resources, for the first Platform
launch as necessary and identified in test plans. When included in test plans,
Product testing may also include testing of third
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party equipment, third party applications. Support for any official testing
program developed by GI during the Term, will be included in the Services. This
Agreement specifically excludes the testing by GI personnel of DDD application
services against specific cable operator system configurations, testing of
applications at cable customer sites or Y2K testing
2.7 LAUNCH SUPPORT. (Not applicable in Alpha Phase) Launch support for
Products at customer site trials of Products. Customer site and scope of work
must be mutually agreed upon by both Parties. Support for Product launch at
customers' sites will include technical support, integration support, field
support, joint site survey, site management, field engineering support, priority
equipment support, and trouble shooting of GI's digital system. Proposed launch
support services must be deemed by GI to be reasonable and achievable based on
GI current and projected development, engineering, and production schedules. DDD
can request additional services for which GI will prepare a proposal for
additional services on a time and material basis, which if accepted by DDD, will
form the basis of an additional SOW.
3.0 EQUIPMENT
3.1 EQUIPMENT DESCRIPTION.
GI will provide DDD with the following GI equipment as required during the Term:
Maximum of xxx standard configured Platforms for development purposes.
DDD can request additional quantities and types of equipment that, if agreed
upon by GI, will be provided at xxxx based on GI's then current rates for
developers. Delivery of all equipment will be based on commercial and in-stock
availability with developer units being provided as needed
IN WITNESS WHEREOF, the Parties have caused this Statement of Work to be
executed by their duly authorized representatives.
DYNAMIC DIGITAL DEPTH GENERAL INSTRUMENT CORPORATION
RESEARCH PTY. LTD.
By: By:
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Name: Name:
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Title: Title:
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