o最新合作协议

Definitive Agreement for Collaboration 合作协议

2008-03-01 来源：作者：

核心提示：3G WCDMA) THIS DEFINITIVE AGREEMENT (hereinafter referred to as DA) is made and entered into this _________________ of _________ , __________ by and between AAA Inc., having its principal place of business at

__________ . (hereinafter referred to as AAA) and BBB

3G WCDMA)

THIS DEFINITIVE AGREEMENT (hereinafter referred to as "DA") is made and entered into this of , by and betwee n AAA In c., hav ing its prin cipal place of bus in ess at . (here in after referred to as "AAA") and BBB Corporati on, acti ng through

its Commun icati on Systems Busin ess Divisi on, hav ing its prin cipal place of bus in ess at ______ (herei nafter referred to as "BBB")

WITNESSETH THAT;

WHEREAS, AAA and BBB (herei nafter referred to i ndividually as a "Party" and collectively as "Parties") have a stro ng inten ti on to establish a mutually ben eficial bus in ess relati on ship, bringing the expertise and experie nces of each Party in China and other Asia n market (here in after referred to as "Territory"); and

WHEREAS, AAA and BBB have con cluded MEMORANDUM OF UNDERSTANDING (MoU)

(3G WCDMA) on ____________ , ________ , _________ (M,D,Y); and

WHEREAS, AAA and BBB have con cluded Joi nt Developme nt Plan on

_________ , _________ , ________ (M,D,Y);:

WHEREAS, The Parties have studied the bus in ess and tech ni cal feasibility of developme nt of 3G WCDMA in [*] based on AAA WACOS platform (herei nafter referred to "WACOS 3G Network") in accorda nee with MOU:

NOW, THEREFORE, i n the light of the above recitals, the Parties hereto set forth the DA, as follows:

1. SCOPE OF WORK FOR THE DEVELOPMENT, TIME FRAME OF MAJOR MILESTONE

AND ROLE & RESPONSIBILITY OF PRODUCT DEVELOPMENT AND SYSTEM INTEGRATION & TESTING

The Parties confirm to joi ntly develop and market a complete suite of in frastructure product

for the 3rd gen eration cellular network (herei nafter referred to as "3G WCDMA") with a spirit of

creat ing and develop ing a new bus in ess based on Parties' own in itiated architecture and specification in [*]. BBB will develop 3G BTS and AAA will develop the rest of the network in frastructures (RNC, MSC/GSN, NMS, etc.) of a 3G WCDMA based on WACOS platform (here in after referred to as "the Products").

Scope of work for developme nt. Time frame of major milest one and Role & Resp on sibility of product developme nt and system in tegrati on & Test ing are described in Ann ex1 (AAA & Mitsubishi 3G Joi nt Developme nt Pla n).

The Parties shall joi ntly perform system in tegrati on effort in accorda nee with Adde ndum1.

2. TASK FORCE TEAM AND STEERING COMMITTEE

During the term of this DA, the Parties in ternally promote their cooperati on with all reas on able means with the aim to secure a satisfactory result of this DA. The Parties shall carry out and complete the developme nt of the respective products with the Parties' due dilige nee for a joint bus in ess developme nt. The Parties orga nize the followi ng:

(1) Task Force

a. A task force composed of two teams, one bus in ess and one tech nical, from

each

Party is hereby created. Each Party shall assig n a task force leader to be

in charge of ensuring the proper implementation of the DA and, in particular,

the coord in ati on of each Party's task. The n ames of these in dividuals

are listed in Annex 2. The technical task force will be responsible for the

execution of the engin eeri ng developme nt. The bus in ess task force will

be resp on sible for the executi on of bus in ess developme nt.

b. Task force shall meet on a regular basis, in prin ciple once a mon th.

c. Important agreed decisions shall be recorded in writing and signed by the task

force.

Such signed writing shall serve as the records of the DA implementation.

d. In the event of disagreement, the task force will escalate the issue to the