General Cooperation Agreement concering Joint Further Development

General Cooperation Agreement concerning Joint Further Development of the IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments Parallel Processor TMS320C8x



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General Cooperation Agreement concerning Joint Further

Development of the IAT/Deutsche Telekom Software

Codec on the Basis of the Texas Instruments Parallel Processor

TMS320C8x









Deutsche Telekom AG, represented by



Dr. Hans-Peter Quadt, Graduate Engineer

Director of the Department TD23

Friedrich Ebert Strasse 140

53105 Bonn



- hereinafter referred to as DT -









IAT Schweiz AG, represented by



Dr. Viktor Vogt

General Manager

IAT Schweiz AG

Geschaftshaus Wasserschloss

Aarestrasse 17

CH-5300 Vogelsang-Turgi



- hereinafter referred to as IAT -













General Cooperation Agreement concerning Joint Further Development of the IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments Parallel Processor TMS320C8x - --------------------------------------------------------------------------------









Table of Contents Page



1. FOREWORD.........................................................................3

1.1 WORK SECTION(S) TYPE "A"........................................................3

1.2 WORK SECTION(S) TYPE "B"........................................................3

1.3 WORK SECTION(S) TYPE "C"........................................................3



2. OBJECT OF THE AGREEMENT..........................................................4



2.1 WORK SECTION 1, OPTIMIZATION OF THE H.320 MVP CODEC, TYPE "A"...................4

2.2 WORK SECTION 2, INTEGRATION OF JPEG CODEC AND H.320, TYPE "B"...................4

2.3 WORK SECTION 3, INTEGRATION OF MPEG1 DECODER AND H.320, TYPE "B"................4

2.4 WORK SECTION 4, MVP CODEC FOR MFKS, TYPE "A"....................................4

2.5 WORK SECTION 5, MPEG1 DECODER, TYPE "B".........................................4

2.6 WORK SECTION 6, EXPANSION OF H.320 MULTI-POINT CAPABLE, TYPE "A"................4

2.7 WORK SECTION 7, MPEG2 DECODER, TYPE "C".........................................4



3. PRICES, RESPONSIBILITY FOR COSTS................................................5



4. COMPLETION DEADLINES............................................................6



4.1 WORK SECTION 1, OPTIMIZATION OF THE H.320-MVP CODEC, TYPE "A"...................6

4.2 WORK SECTION 2, INTEGRATION OF JPEG CODEC AND H.320, TYPE "B"...................6

4.3 WORK SECTION 3, INTEGRATION OF MPEG1 DECODER AND H.320, TYPE "B"................6

4.4 WORK SECTION 4, MVP CODEC FOR MFKS, TYPE "A"....................................6

4.5 WORK SECTION 5, MPEG1 DECODER, TYPE "B".........................................6

4.6 WORK SECTION 6, EXPANSION OF H.320 MULTI-POINT CAPABLE, TYPE "A"................6

4.7 WORK SECTION 7, MPEG2 DECODER, TYPE "C".........................................6



5. PAYMENT TERMS...................................................................6



5.1 WORK SECTION 1, OPTIMIZATION OF THE H.320-MVP CODEC, TYPE "A"...................6

5.2 WORK SECTION 2, INTEGRATION OF JPEG CODEC AND H.320, TYPE "B"...................6

5.3 WORK SECTION 3, INTEGRATION OF MPEG1 DECODER AND H.320, TYPE "B"................7

5.4 WORK SECTION 4, MVP CODEC FOR MFKS, TYPE "A"....................................7

5.5 WORK SECTION 5, MPEG1 DECODER, TYPE "B".........................................7

5.6 WORK SECTION 6, EXPANSION OF H.320 MULTI-POINT CAPABLE, TYPE "A"................7

5.7 WORK SECTION 7, MPEG2 DECODER, TYPE "C".........................................7



6. UTILIZATION RIGHTS, INTELLECTUAL PROPERTY RIGHTS................................7



7. DOCUMENTATION OF THE STATUS OF DEVELOPMENT, DEVELOPMENT RESULTS.................8



8. DEMONSTRATION OF TIME/AMOUNT FRAMEWORK..........................................8



9. PATENTS, PATENTABLE INVENTIONS..................................................9



10. CONFIDENTIALITY................................................................9











General Cooperation Agreement concerning Joint Further Development of the IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments Parallel Processor TMS320C8x - --------------------------------------------------------------------------------













11. APPROVAL AND WARRANTY OF DEVELOPMENT SERVICES.................................10



12. DURATION OF THE AGREEMENT, SCHEDULE...........................................10



13. NOTICE OF TERMINATION.........................................................11



13.1 GENERAL INFORMATION...........................................................11

13.2 SPECIAL PROVISIONS............................................................11



14. FINAL PROVISIONS..............................................................12







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General Cooperation Agreement concerning Joint Further Development of the IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments Parallel Processor TMS320C8x - --------------------------------------------------------------------------------







1.......................................................................FOREWORD



IAT, together with DT, has developed a codec, the control and compression algorithms of which function in a completely software-oriented manner. This creates the greatest possible independence of licenses and chips of third parties. Furthermore, it guarantees the possibility of rapid adaptation to future developments in the sector of digital compression and data transfer protocols. With this general cooperation agreement, the partners agree to the further development and refinement of the codec board, which is currently a prototype. The services agreed to according to this agreement are not of significance for marketing of the codec board as such, but rather represent the obligations taken on by IAT and DT within the scope of the "MIKS" cooperation agreement (decisive development of the MIKS codec board).



The work sections described in Section 2 (Object of the Agreement) are the total amount of work services which IAT and DT intend to jointly achieve in accordance with this agreement, and therefore during the period of this agreement as defined in Section 12 (Duration of the Agreement). Each work section is followed by a "transfer and information phase." The concrete division of labor between the parties to the agreement with regard to the services described in the individual work sections is described below, by means of the distinction between Types A, B, and C:



1.1 Work section(s) Type "A"



Work sections defined as Type "A" are those for which it has already been decided upon conclusion of the agreement that they will be carried out by IAT as the responsible partner.



1.2 Work section(s) Type "B"



Work sections defined as Type "B" are characterized in that it has not yet been clearly determined, at the time of conclusion of the agreement, which party to the agreement is to carry out the service defined in the work section, either entirely or at least in a leading and primary capacity. These work sections are characterized in that a study or concept phase precedes the beginning of the actual development work. In this phase, the work necessary for achieving the required results is to be recognized, defined, and conceptionally prepared and described in detailed specifications, so that a binding decision can be reached about which party to the agreement is to perform the work for this work section (entirely or in part), taking into consideration the external circumstances (time frame, costs, other advantages and disadvantages). The decision about this must be reached by agreement between the partners. The party to the agreement not entrusted with the development of the tasks of the work section is free to participate by "accompanying the development" with its own resources, so that a know-how transfer from the developing partner to the accompanying partner is ensured. It must be assured that any delays which might result from the know-how transfer do not significantly influence adherence to the schedule, and that the developing partner does not incur any additional costs as a result.







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General Cooperation Agreement concerning Joint Further Development of the IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments Parallel Processor TMS320C8x - --------------------------------------------------------------------------------





1.3 Work section(s) Type "C"



Work sections defined as Type "C" are those which are clearly to be carried out by DT as the responsible partner. For reasons of confidentiality, DT will commission only its software development center in Berlin and the company Multimedia Software GmbH Dresden, which is part of the DT group, to carry out work within the framework of this agreement. Commissioning of any other DT divisions requires the prior approval of IAT.



2. Object of the Agreement



The technically binding basis of all the development services described in this section is the "Technical Description of the IMT codec card (TB codec)," particularly Revisions B and C of the codec board, which is an integral part of this agreement. For the meanings of the technical terms and abbreviations used in this agreement, reference is also made to the TB codec.



2.1 Work section 1, Optimization of the H.320 MVP Codec, Type "A"



Optimization of the H.320-MVP codec, including the codec hardware for Rev. 3.0/40 MHz. This includes the H.320 standards. It also includes the H.320-API with drivers as well as the "Tiny Application" (for demos). The Tiny Application is based on the H.320-API and runs under the operating system Windows 3.x.



2.2 Work section 2, Integration of JPEG Codec and H.320, Type "B"



Within the scope of this work section, it is supposed to become possible to operate H.320 and JPEG code simultaneously, on the MVP (under the Multi Tasking Executive). Starting on 10/16/95, there will be a one-month study phase by IAT. Subsequently, a description of the service to be performed can be issued.



2.3 Work section 3, Integration of MPEG1 Decoder and H.320, Type "B"



Within the scope of this work section, it is supposed to become possible to operate H.320 and MPEG decoder simultaneously, on the MVP (under the Multi Tasking Executive). Starting on 10/16/95, there will be a two-month study phase by IAT. Subsequently, a description of the service to be performed can be issued.



2.4 Work section 4, MVP Codec for MFKS, Type "A"



In this work section, the H.320-API as well as the necessary drivers for use of the MVP code in MFKS under Windows are supposed to be written.





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General Cooperation Agreement concerning Joint Further Development of the IAT/Deutsche Telekom Software Codec on the Basis of the Texas Instruments Parallel Processor TMS320C8x - --------------------------------------------------------------------------------







2.5 Work section 5, MPEG1 Decoder, Type "B"



The software for MPEG1 encoding, which is being acquired as a license from TI, is supposed to be implemented on the MVP processor for image coding according to the ISO standard MPEG-1, without additional external modules. Since a very large amount of computer time is required for MPEG coding, this function is allowed to use the full capacity of the MVP exclusively. Starting on 10/15/95, a one-month study phase by IAT will follow. This software (available as a source code) will be included if the evaluation of the study is positive.



2.6 Work section 6, Expansion of H.320 mult ...