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Purchase Agreement

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Title:

Purchase Agreement

Entities:

Metawave Communications Corp.

Date:

2002

Size:

Preview shows 15KB of 120KB total

Price:

$61

ID:

#639133

► Purchase & Sale ► Purchase Agreements
► Technology ► Communications Equipment

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SmartShare Program Plan


TABLE OF CONTENTS
1	AGREEMENT	1
2	DEFINATIONS	1
3	TERM	5
4	SCOPE OF DEVELOPMENT	5
5	INTELLECTUAL PROPERTY RIGHTS	7
6	LICENSES/BANKRUPTCY	8
7	TESTING AND VERIFICATION PROCEDURES	9
8	PRODUCT PURCHASE	10
9	PURCHASE ORDERS	15
10	SHIPPING/TITLE/RISK OF LOSS	19
11	INVOICE AND PAYMENT	22
12	WARRANTY	24
13	INFRINGEMENT INDEMNITY	25
14	TERMINATION	27
15	TRADEMARKS	30
16	SERVICE AGREEMENT	30
17	CONFIDENTIALITY	30
18	LEGAL RELATIONSHIP	32
19	ASSIGNMENT	32
20	NOTICES	32
21	COMPLIANCE WITH LAWS/EXPORT	33
22	FORCE MAJEURE	33
23	GOVERNING LAW/DISPUTE RESOLUTION	34
24	PUBLICITY	35
25	WAIVER	35
26	DISCLAIMER OF CONSEQUENTIAL DAMAGES	35
27	SEVERABILITY	36
28	ENTIRETIES	36
29	SURVIVAL	36
30	AMENDMENTS	36
31	CONSTRUCTION	36
32	FURTHER ASSURANCES	37
33	COUNTERPARTS	37
34	TERRITORY	37
35	TIME IS OF THE ESSENCE	1
Exhibit A - Statement of Work and Project Milestones
Exhibit B - Product Specifications
Exhibit C - Performance Acceptance Criteria and Procedure
Exhibit D - Products Price List
Exhibit E -Ancillary Product Price List
Exhibit F - Design Package Escrow Agreement
Appendix 1 - Purchase Order

THIS SMARTSHARE SYSTEM PURCHASE AGREEMENT (together with all its Exhibits and attachments, the "Agreement") by and between Metawave Communications Corporation, a Delaware corporation, having its principal place of business at 10735 Willows Road NE, Redmond, Washington 98052 ("Metawave"), and Crown Castle MW Corp., a Delaware corporation, having a place of business at 510 Bering Drive, Suite 500, Houston, TX 77057 ("Crown"), effective as of the 26th day of February, 2002 ("Effective Date").

The Parties, in consideration of the mutual covenants, agreements and promises of the other set forth in this Agreement and intending to be legally bound, agree as follows:

1 AGREEMENT

Crown designs, deploys, owns and operates wireless communications sites that are outsourced to multiple wireless network operators and Metawave designs, develops, manufactures and sells spectrum management systems to increase capacity of wireless networks. Metawave desires to develop, test and market the SmartShare System. After the development and testing thereof, Metawave agrees to sell to Crown the Products and Ancillary Products that incorporate the SmartShare System in accordance with the terms and conditions hereof and at the Purchase Prices set forth herein.

2 DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"2+2 Product" shall mean a set of two antennae per sector (or 6 antennae per installation) that supports multiple FCC Cellular and PCS frequency bands operating simultaneously pursuant to the specifications set forth in Exhibit B.

"Ancillary Products"shall mean the ancillary products set forth in Exhibit E that relate to the Products, such as Personality Cards and PCS filter assemblies.

"Affiliate" shall mean any partnership, corporation or other entity directly or indirectly Controlling, Controlled by or under common Control with a Party.

"Confidential Information" shall have the meaning set forth in Section 17.

"Control" "Controlling" and "Controlled"shall mean the right to directly or indirectly control the management and policies, by law or contract, of such organization.

"Crown Forecast" shall mean the non-binding rolling four-quarter forecast provided by Crown to Metawave and updated on a quarterly basis setting forth Crown's estimate of its Product requirements (other than the Initial Order) with the anticipated delivery date for such requirements.

"Crown Infrastructure" shall mean the equipment located at Crown's wireless communications sites that is owned by Crown and outsourced to wireless network operators, excluding the Prototypes, Initial Commercial Products, Products or Ancillary Products, as the case may be, and any property owned by the wireless network operators.

"Crown Specifications" shall have the meaning set forth in Section 4.4.

"Crown ICP Date Termination" shall have the meaning set forth in Section 8.1.

"Event of Default" shall have the meaning set forth in Section 14.1. "FCC" shall mean the Federal Communications Commission and any successor thereto.

"Follow-on Order" shall mean any Purchase Order submitted from time to time following issuance of the Initial Order.

"ICP Confirmation Date" shall have the meaning set forth in Section 8.1.

"ICP Delivery Date" shall mean the date upon which Metawave will deliver the Initial Commercial Products to Crown, which date shall be no later than September 30, 2002. Pursuant to Section 8.1, Metawave may inform Crown in writing that the anticipated ICP Delivery Date shall be on a date earlier than September 30, 2002.

"Initial Commercial Products" ("ICP") shall mean the first [***] commercial products and related components provided pursuant to the Initial Order in accordance with Exhibit B, which shall be evaluated during the Performance Evaluation Period pursuant to the Product Performance Criteria.

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