The following document is a transcription of the Agreement signed by Dr. Robert Norton Noyce of Intel and Mr. Yoshio Kojima of Nippon Calculating Machine Corporation (NCM) in February of 1970 for the manufacture of a set of chips for NCM's Busicom calculators. This historical project eventually lead to the development of the Intel 4004 and the invention of the microprocessor. This transcription has been made with the authorizacion of Mr. Yoshio Kojima, President of Busicom Corporation. Photos of the original document can be found in the
following address: James
Redin
Ray Mackay |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AGREEMENT This Agreement entered into as of February 6, 1970, by and between Intel Corporation, a corporation organized under the laws of the State of California, U.S.A. whose head office is located at 365 Middlefield Road, Mountain View, California, U.S.A. (hereafter referred to as Intel) on one part and Nippon Calculating Machine Sales Corporation whose head office is located at 15-4, Uchikanda 2-chome, Chiyoda-ku, Tokyo, Japan, Nippon Calculating Machine Corporation whose head office is located at 27 komatsubara-cho, Kita-ku, Osaka, Japan and ElectroTechnical Industries Corporation whose head office is located at 7 Kanda-Mitoshiro-cho, Chiyoda-ku, Tokyo, Japan, corporations organized under the laws of Japan (hereafter collectively referred to as NCM) on the other part. Witnesseth Whereas: NCM is a
manufacturer of various units of equipment known as
Busicom Desk-Top Electronic Calculators and desirous of
developing and manufacturing new type electronic
calculators using large scale integrated circuits, and Products
are defined as integrated circuits for
read-only-memory-oriented-systems, jointly designed by
Intel and NCM during the course of this agreement, now
envisioned to include four circuits namely the NCM-ARU,
NCM-ROM, NCM-RAM, and NCM-SHR including |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
- 2 -
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
- 3 -
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Article 2 (Exclusivity) In the event that Intel sells integrated circuits exclusively designed for desk top calculators (other than standard catalogue items) to other manufacturers within 36 months of the date hereof, Intel will refund to NCM a part of the basic development charge as follows: From the date of contract -
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Article 4 (Keeping of Secret) All
information supplied by one to the other of the parties
hereto shall be treated as confidential and neither party
shall knowingly or negligently disclose the same during
the effective period of this agreement and one year
thereafter to any other person, firm, corporation or
association. The Intel's supply of its confidential
information to NCM shall not be construed as Intel's
authorization to NCM for the use of same for the other
purposes than to use the Product. NCM shall purchase 60,000 kits of products from Intel during the period of 36 months. Kit shall mean minimum of 8 pcs including NCM-SHR. Article 6 (Treatment of Patent) In case any patent problems arise in connection with the purchase and sale of "Products" NCM and Intel will cooperate in defense of patent claims against either party. Article 7 (Supplying of Technical information) Intel shall make efforts to supply technical information such as photo-mask design and layout, and computer aided design to NCM as much as possible for mutual benefit and progress during the effective period of the agreement. In case NCM desires after the termination or during the effective period of this Agreement, to get an exclusive license for manufacture of "Products" in Japan and sale of same in Japan as well as to some overseas countries, Intel shall consider such NCM's desire with as much favor as possible, depending upon Intel's then patent situation or NCM's proposed payment terms, etc. Article 8 (Development) Intel shall exercise its reasonable best effort within its capability in developing the four MOS integrated circuits for system use in accordance with the objective specification and supplying them to NCM. NCM shall give all information necessary to Intel's above mentioned development and join in that development, as requested by Intel and within the capability of NCM. Separate arrangements shall be made concerning the actual details of the above mentioned help. These four devices shall be NCM-ARU, NCM-SHR, NCM-ROM, NCM-RAM which are presently in development. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
- 4 - Article 9 (Development Charge) NCM shall pay to Intel the total of $60,000 as the development charge for four devices of NCM-ARU, NCM-SHR, NCM-ROM, NCM-RAM. NCM shall also pay to Intel $2,000 as the tooling charge for each NCM-ROM separately. The time of payment of these charges shall be subject to Article 10. Article 10 (Incoming Tests of Production Sample) Intel
shall supply to NCM 30 kits of production samples and NCM
shall attempt to perform and complete testing of these
samples within 30 days, but in no event longer than 60
days, after NCM's receipt of the samples, according to
the evaluation test technique approved by Intel. The
above mentioned evaluation test technique shall be
decided 1 month before the delivery of production
samples. If the test result is satisfactory NCM shall
place a follow-on order for 3 months out of the delivery
schedule decided separately. NCM's obligation to pay the
development charge shall start on satisfactory completion
of the test of the production samples. NCM shall submit
the evaluation test report to Intel. If the result of the
evaluation test is unsatisfactory, Intel and NCM shall
make an effort to find the cause within 30 days based on
the test report.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Article 12 Intel
agrees to maintain capability to manufacture Products and
to make the Products available for purchase by NCM for a
period of not less than 10 years after the date of
delivery of the last lot of Products delivered to NCM and
such products shall be sufficient that they can be used
as replacement for the original products.
Price/part (device) for the above delivery shall be as follows:
Concerning the above table of price/part
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
- 6 - Article 14 (Reliability) It is anticipated that a reliability of 0.01 percent failures per 1,000 hours is a reasonable reliability goal. Intel shall place a sample number of devices on operating life test for a minimum of 1,000 hours. The data obtained from these tests shall be made available to NCM at no charge, and any failures shall be analyzed to determine cause. All shipped circuits shall be processed through Intel standard reliability screening procedures. Article 15 (Payment) The method of payment for Products purchased by NCM from Intel shall be documents against acceptance within 120 days after sight. However, after 60 days NCM shall pay interest at U.S. prime rate. Article 16 (Integration of Agreements) It shall be agreed that this instrument contains the entire and only agreement between the parties hereto and representations, promises or conditions not specifically set forth or incorporated herein shall not be binding on any party. Article 17 (Force Majeure) Neither party shall be responsible for a failure or delay in performance of any of its obligations hereunder due to force majeure such as war, insurrection, strikes, act of God, governmental action or any other contingency beyond its control. Article 18 (Unforeseen Economic Changes) In case either of the parties consider that changes occurred in the fundamental economic circumstances on which the terms in this agreement are based, the party concerned may request the other party to agree to negotiate on the amendment of this agreement with the view to making the terms in the agreement conform to such new circumstances. In case both parties fail to agree on the amendment of such terms in the negotiation mentioned above the party requesting amendment may choose to cancel this agreement giving advance notice of one year to the other party. In this case no party shall have the right to claim compensation from the other party for the damages resulting directly from this cancellation. In any event, NCM shall purchase a minimum of 150,000 "Products". Article 19 (Applicable Law) This agreement shall be governed by, subject to, and construed in accordance with the laws of Japan. - 8 - Article 20 (Term) The initial term of this agreement shall be for a period of 36 months from the day of its execution unless it is sooner terminated in accordance with the provisions of some other article hereof. This agreement shall be automatically renewed for each additional one year unless intention to terminate is expressed by either party to the other party with 6 months' advance notice. The final effectiveness of this agreement shall be subject to the approval of the Japanese Government. Article 21 (Termination) Should either party breach this agreement by failing to perform obligations give the other party written notice of the breach coupled with a demand that it be remedied within 30 days. If such breach is not remedied within 30 days, the complaining party shall have the right to terminate this agreement by written notice to the other party. The monetary obligation effective upon termination shall remain binding to both parties notwithstanding. Article 22 All disputes, controversies and differences which may arise between the parties out of or in relation to, or in connection with this agreement, or breach thereof, shall finally be settled by arbitration pursuant to the Japan-American Trade Arbitration Agreement of September 16, 1952, by which each party hereto is bound. The seat of arbitration shall be in San Francisco, California, U.S.A. in cases referred by NCM, and Tokyo, Japan, in cases referred by Intel. Judgment upon the award so rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and order of enforcement, as the case may be. Article 23 Any written notices required by this agreement shall be made by registered air mail, postage prepaid, and shall be forwarded to the respective addresses set forth in the preamble of this agreement unless another address had been substituted by written notice. - 9 - In
witness whereof, the foregoing agreement has been duly
executed on behalf of Intel and NCM by their properly
authorized representatives as of February 6, 1970. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
