COOPERATION CONTRACT

Cooperation Contract covering the development of

Version 3 of the Multimedia Information

and Communications System MIKS













I A T



THE ELECTRONIC MEETING

















T - e - l - e - k - o - m -











Cooperation Contract covering the development of

Version 3 of the Multimedia Information

and Communications System MIKS











by and between



The Deutsche Bundespost Telekom, Graduate Engineer Joachim Claus represented by Manager TD 2

Bahnstrabe 42

53 105 Bonn



- - hereinafter referred to as Telekom -



and



IBM Deutschland Informationssysteme GmbH, represented by Director Peter Schwarzmann

Manager of the Telekom dept.

IBM Deutschland

Informationssysteme GmbH

Pascalstrabe 100

70 569 Stuttgart



- - hereinafter referred to as IBM -



and



IAT Schweiz AG, represented by Dr. Viktor Vogt

IAT Schweiz AG

Geschaftshaus Wasserschlob

Aarestrabe 17

CH-5300 Vogelsang-Turgi



- hereinafter referred to as IAT -













The Deutsche Bundespost Telekom and the companies I.A.T, AG and IBM Deutschland Informationssysteme GmbH have established the "Entwicklungsgemeinschaft Multimediales Informations- und Kommunikations-System" (EG-MIKS) [multimedia information and communications system development community] pursuant to a contract dated 6/8/93, to jointly develop a multimedia information and communications system (MIKS).



The stated goal of the developing partners is to develop the MIKS as a joint product and to keep the utilization rights of the functionality of the MIKS as a total system based on their joint development, separate from the rights to the jointly developed components.



The developing partners have already jointly developed MIKS version 1 and MIKS version 2. The development of MIKS version 3 is to be covered by a new contract for the development community, governed by the stipulations listed below. The contract covering the establishment of EG-MIKS dated 6/8/93 is thus not applicable to the development of the MIKS version 3.





1. Object of the contract



1.1 Content



The three partners will jointly develop a version 3.0 of the MIKS, as a 2-card solution (IMT-basis board incl. ISDN piggy-back board, IMT Codec board and Breakout-Box).



IBM shall produce the technology of the hard- and software of the IMT Basis board, of the ISDN piggy-back board and of the Breakout Box, which is used to connect external signal sources.



IAT shall provide the hard- and software needed for the Codec board.



IBM shall manufacture in two steps the MIKS "Kiosk tool," a tool to manufacture user interfaces for MIKS applications incl. running time environment components and administrative functions:



1) MIKS Kiosk tool software development, based on MIKS hardware platform

version 2.0 on MIKS subsystem version 2.1.



2) MIKS Kiosk Tool software development based on MIKS hardware platform

version 3.0 on MIKS subsystem version 3.0.



IAT shall make the MIKS 2.1 subsystem for the hardware platform MIKS version 2.0.



IBM and IAT shall make MIKS version 3.0, including the subsystem software on the basis of the IMT Board.











Telekom shall assume the necessary project management, the (partial) acceptance, and the measurements required for the BZT approval and for the conformity tests. The services described in Appendix 1, itemized for each contributor, corresponds to the division of labor listed above.



All the work shall be performed pursuant to the "Technische Beschreibung MIKS Vers. 3.0" [MIKS version 3 technical description] (TB-MIKS) and the "Technische Beschreibung der IMT Komponenten" [Technical description of the IMT components] (TB-IMT) attached as Appendix 2 and Appendix 3, being essential components of the contract. The technical descriptions take precedence over all descriptions of MIKS version 3 and all its appendices.



All the partners shall collaborate at the level of the highest achievable state of the art in science and technology, using their own knowledge and experience.



1.2 The MIKS system components



The MIKS consists of the following main components:



- - terminals (T1 to T4) - - consultant station - - editing station - - administration station and - - remote maintenance station.



The basis performance characteristics and available functions of the main components of the MIKS versions 2, 3 and 4 (planned) are described in Appendix 4 of the MIKS version 3.0 cooperation contract (MIKS system components).



1.3 Time schedule



By 1/31/95, the contractual partners shall work out the detailed specifications required for performing the contract pursuant to the technical descriptions, and a project schedule based thereon. The detailed specifications and project schedule shall be attached as Appendices 6 and 7 once this contract has been drawn up.



By 7/15/95, IBM is to have completed the development of 24 functional prototypes of the IMT Basis Board, the ISDN piggy-back boards and Breakout boxes, and IAT the development of 24 prototypes IMT Codec boards. By that date, IBM and IAT shall deliver eight functional prototypes, including all necessary cables, to each of the other two contractual partners. The intention is to complete the development, including acceptance and approval pursuant to No. 6 of this contract, by 9/30/95.













1.4 Imponderables, changes of the technical design



Observance of the tight schedule for developing MIKS version 3.0 on the basis of the IMT boards is based on careful estimates by the EG-MIKS partners.



But because of unforeseeable events (e.g. advances in technology) it may become necessary to change the schedule as to time and/or work done. In such case, the technical descriptions of IMT and MIKS which together form the technically binding basis for the development, will have to be adapted.



Such a change requires the joint decision of all the partners to this cooperation contract.











2. Expenses



The amounts indicated in the list of services for the cooperation contract (appendix 1), which is a component of this contract, represent the maxima costs to be offset. These maxima may be changed only for inevitable cost overruns which could not be foreseen when the contract was concluded, and only by agreement of all the project partners.



Each partner shall bear one third of the expenses.



From the beginning of the development until completion, acceptance and BZT approval, the funds spent by participating project partners shall be reported monthly to SfE EKOM (project management) and carried forward by the latter.



A weekly telephone conference, under the leadership of SfE EKOM, by all the companies participating in the project is recommended to make it possible to monitor the progress of the project and make any necessary adjustments.



The expenses incurred by each project partner will be added up when the project is completed and settled in such a way (full settlement) that each project partner (IBM, IAT, Telekom) shall bear an equal amount of the expenses (share of the funding).



Undocumented expenses cannot be included in this cost settlement.



The parts of the platform needed for the MIKS (IBM PC, OS/2 operating system, H. 320 software Codec and builder/2) are not covered by this contract. Unless they are provided free of charge pursuant to No. 3.1 (existing rights), they shall be acquired, along with the utilization rights, from the cooperating partners at market prices. The purchase prices listed in Appendix 9 are estimates based on current quotations.



On the following occasions, advance payments (installments of the expected full settlement payments) shall be made by Telekom to IAT and IBM, against proof of work done and presentation of invoices:





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Partial payments to IBM:

After the signing of this contract: 50% of the Telekom=>IBM differential payment

indicated in the list of services

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After completion of the detailed specifications: 20% of the Telekom=>IBM differential payment

indicated in the list of services

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