Policies and Agreements

MEMS and Nanotechnology Exchange Policies
(March 5, 2010)

The MEMS and Nanotechnology Exchange® ("MNX") is a cooperative environment for use by Customers and Fabrication Sites, as established and administered by CNRI, for the development of technology facilitating the design, microfabrication, processing, packaging, and testing of MEMS and nanotechnology devices. As an open environment, the MEMS and Nanotechnology Exchange seeks to provide Customers with greater access to MEMS and nanotechnology fabrication capabilities.

Part A

MNX PROCEDURES

1. On the MEMS and Nanotechnology Exchange® ("MNX") Internet Site, www.MEMS-Exchange.org, the MNX provides business forms necessary to open a Business Account and provides MEMS and Nanotechnology fabrication information necessary to submit a Work Request. The business forms include a Customer Agreement and an Account Application. Unless indicated otherwise, all notices and correspondence should be sent to the MEMS and Nanotechnology Exchange via e-mail to business@MEMS-Exchange.org. Facsimiles should be sent to (703) 262-5367, and telephone inquiries should be made at (703) 262-5368.

2. The procedures for accessing services available through the MEMS and Nanotechnology Exchange include the following steps:

  • Business Account. For the MNX to proceed with Customer's Work Request, the Customer must submit an Account Application to establish a Business Account, and submit a Customer Agreement to the MNX.
  • Work Request. Customer will transmit a Work Request including its desired selection of processing services to the MNX. The Work Request includes the requested processing services, subject to the terms of the Customer Agreement.
  • Process Runcard. The MNX will review Customer's Work Request and generate a Process Runcard, which encompasses all of the detailed technical requirements for the Work Request to be completed, and process specific terms and conditions, and will obtain acceptance of the Process Runcard from the applicable Fabrication Site(s). The Process Runcard will show a price which includes shipping, wafers, equipment time, staff time, etc.
  • Customer Review of the Process Runcard. Customer must carefully review the Process Runcard for errors, omissions, specific requests or requirements, specific instructions, and general comments. If questions arise, the MNX will facilitate possible modifications in order to meet Customer's process requirements. If modifications are made, the MNX will send a revised Process Runcard to the Customer.
  • Work Order. A Process Runcard will become a Work Order effective on the date Customer accepts the terms of the Work Order Approval Agreement.
  • Payment. A means of payment (typically a purchase order or credit card number) must be submitted to the MNX in order for processing to begin. Payment is due upon receipt of invoice from MNX as follows: (i) For each Work Order above $10,000, a payment of 50% of the Total Price of the Work Order will be required prior to the performance of any fabrication work; and MNX will invoice Customer in this amount before work begins. The balance of the Total Price of the Work Order will be invoiced periodically as work is performed. (ii) For each Work Order below $10,000, the MNX will invoice Customer periodically as costs are incurred, at the discretion of the MNX. Payment is due upon receipt of invoice. No terms and conditions in Customer's purchase order or other payment-related document will be considered additional terms and conditions applicable to the Work Order Approval Agreement unless signed in writing by both parties as incorporated therein.

3. In the event that a Fabrication Site refuses to process a Work Order, the MEMS and Nanotechnology Exchange will provide Customer with an explanation of such refusal and will consult with Customer to revise the Work Order and resubmit the revised version to the Fabrication site. If approval by Fabrication Site of the resubmission is not reached, MNX will consult with Customer and attempt to find alternative processing options to meet Customer's request. If MNX cannot find alternative processing options, the Work Order will terminate. MNX shall not be liable for any costs or damages incurred by Customer resulting from a Fabrication Site's refusal to perform a Work Order

4. Customer is responsible for adequately packaging and arranging the transportation of process materials (e.g., wafers, masks, and other information and material required for performance of a Work Order) to the initial location as instructed by the MNX. Customer must inform the MNX of the transportation arrangements, or may alternatively use transportation services arranged by the MNX. The MNX will arrange transportation of process materials between Fabrication Site(s). Each Fabrication Site is responsible for adequately packaging process materials for transportation from its facility after processing. Customer is responsible, at Customer's own discretion, for obtaining sufficient insurance to fully cover any loss for all transportation required, both to and from Customer, and between the Fabrication Site(s). The liability for transportation- related loss of process materials shall be limited to the insurance obtained by Customer.

Part B

MNX INTELLECTUAL PROPERTY POLICY

1. Introduction

Intellectual Property (IP) shall refer to any inventions, creations, improvements, technical data, mask works, works of authorship, microfabrication processes and/or process sequences, designs, or other developments including software and improvements thereto, whether patentable, copyrightable, or not. The MEMS and Nanotechnology Exchange ("MNX") strives to effectively diminish IP barriers to the use of the MNX as a trusted intermediary in fabricating MEMS and nanotechnology devices. CNRI may periodically update the IP Policy, and will post such updates on the MEMS and Nanotechnology Exchange Internet Site. In consideration of its participation in the MNX, each party will comply with the following IP provisions:

2. Intellectual Property Ownership

a. Customer, Fabrication Site, and CNRI shall each retain ownership of its respective existing IP. Customer, Fabrication Site, and CNRI, respectively, shall each retain ownership of new IP developed solely by that party. Collaborating parties shall jointly own new IP developed through such collaboration, in accordance with applicable law or with any separate agreement entered into by the applicable collaborating parties with respect to such new IP.

b. Customer shall grant to CNRI a non-transferable, non-exclusive, royalty-free license to use Customer's IP as necessary for the development or performance of its Work Request(s) or Work Order(s). Fabrication Site shall grant to CNRI a non-transferable, non-exclusive, royalty-free license to use Fabrication Site's IP as necessary for the development or performance of a Work Request(s) or Work Order(s) including Fabrication Site's process(es).

c. Notwithstanding the provisions herein, the parties are free to enter into separate IP agreements relating to MEMS and Nanotechnology Exchange activities which do not prejudice the rights of CNRI.

d. Except as provided herein, no party shall use the name, logo, registered or unregistered marks, or other identification of another party in connection with any product, service, promotion, public announcement, or news release without the prior written consent of that other party. The parties acknowledge that CNRI claims all rights in and to the marks "MNX," "MEMS and Nanotechnology Exchange," and "MEMS EXCHANGE." While parties are encouraged to use the marks MEMS AND NANOTECHNOLOGY, MEMS EXCHANGE or MNX to indicate participation in the MNX, a party's use of the MEMS and Nanotechnology Exchange shall not create any rights in such party with respect to the MNX marks, and any and all rights arising from such use, if any, shall inure to the benefit of CNRI.

3. Third Party Infringement

a. The parties represent that, to the best of their knowledge and belief, their activities related to the MNX do not infringe any IP rights of third parties.

b. Customer and Fabrication Site agree to inform the MNX in writing of any claim by a third party of infringement relating to the activities of the MNX Exchange within ten (10) days, including the nature of such claim. Customer, Fabrication Site, and CNRI agree to cooperate in order to promptly resolve any such claim.