THIS AGREEMENT is made by and between

(1) TEXAS INSTRUMENTS .................................................., with its principal office at ..................................................................................... hereinafter referred to as "TI".

and

(2) ............................................................................., with its principal office at ..................................................................................... hereinafter referred to as "..........................".

separately referred to hereinafter as "Party" and collectively as "Parties".

WHEREAS

The Parties have jointly undertaken to exchange trade data by means of a process known as electronic data interchange ("EDI"), as hereinafter defined.

NOW THEREFORE the Parties agree as follows :

1. PREAMBLE

1.1. The provisions of this Agreement are intended to govern the rules of conduct and methods of operation between the Parties in relation to the interchange of data by teletransmission for the purposes of or associated with the supply of goods and/or services (hereinafter referred to as "Trade") and take account of the Uniform Rules of Conduct for Interchange of Trade Data by Teletransmission (UNCID) as adopted by the International Chamber of Commerce and the United Nations Economic Commission for Europe.

2. DEFINITIONS

In this Agreement the following expressions shall have the following meanings, unless the context otherwise requires :

"Adopted Protocol"	the accepted method for the Interchange of Messages based on the UN/ EDIFACT standards (ISO 9735, ISO 7372) and the recommendations approved and published by the UN/ECE in the United Nations Trade Data Interchange Directory (UNTDID).
"Audit Log"	the record of transmissions maintained by the Third Party Service Provider.
"EDI"	Electronic Data Interchange, namely the batch transfer in electronic form of structured information relating to commercial transactions via standard messages between computer systems in various organisations and with a minimum of manual interventions.
"EDIFACT"	the Electronic Data Interchange for Administration Commerce and Transport, namely the syntax developed for EDI messages which was sponsored by the United Nations Economic Commission for Europe.
"Interchange"	a communication between Parties in the form of a structured set of Messages within an electronic envelope.
"Message"	data structured in accordance with the Adopted Protocol and transmitted electronically between the Parties and relating to a Trade Transaction, including where the context admits any part of such data.
"Third Party Service Provider"	a third party value added network provider, who acts as an intermediary between the Parties and provides EDI services.
"Trade Data Log"	the complete record of trade data interchanged representing the Messages between the Parties.
"Trade Transaction"	any communication made or transaction carried out and identified as the communication or transaction to which a Message refers including but not limited to a specific contract for the purchase and supply of goods and/or services.
"User Manual"	the handbook describing the systems, technical procedures and rules applicable to the transmission of Messages using the Adopted Protocol, and to the processing of bar code labels in conjunction with such Messages as defined and agreeed by the parties of this contract.
"Confidential Information "	any information or know-how not generally available to the public which is owned by one or other of the Parties and which such party has a right to preserve confidential.

3. SCOPE

3.1. This Agreement shall apply to all Messages between the Parties using the Adopted Protocol and the Parties agree that all such Messages shall be transmitted in accordance with the provisions laid down in the then current version of the User Manual.

4. SECURITY OF DATA

4.1 Subject to any requirements of applicable data protection laws, each of the Parties shall :

4.1.1 Take reasonable care to ensure that Messages are secure, and to prevent unauthorized access to its system;

4.1.2 Treat as proprietary and not provide or otherwise make available the whole or any portion of the other Party's network procedures, passwords or computer telephone numbers to any person other than its employees who need to know;

4.1.3 Treat as proprietary, information exchanged by the Parties relating to product pricing and volumes.

4.2 The Parties agree that any information other than that specified in Articles 4.1.2 and 4.1.3 shall not be considered proprietary information unless a separate Nondisclosure Agreement is executed by the Parties to this effect.

4.3 The Parties shall apply special protection, where agreed upon, by encryption or by other means, to those Messages or specific data within Messages which the Parties agree should be so protected. Unless the parties otherwise agree the recipient of a Message so protected in whole or part shall use at least the same level of protection for any further transmission of the Message.

4.4 Each of the Parties shall implement new passwords either upon request or, at a predefined frequency.

5. VERIFICATION OF MESSAGES

5.1. All Messages must identify the sender and recipient(s) as provided for in the User Manual and must include a means of verifying the completeness and authenticity of the Message either through a technique used in the Message itself or by some other means provided for in the Adopted Protocol.

5.2. The Parties may by agreement also use higher levels of authentication to verify the completeness and authenticity of the Message.

6. INTEGRITY OF MESSAGES

6.1. Each Party accepts the integrity of all Messages and agrees to accord these the same status as would be applicable to information sent by other than electronic means, unless such Messages can be shown to have been corrupted as a result of technical failure of the machine, system or transmission line.

6.2. Where there is evidence that a Message has been corrupted or if any Message is identified or capable of being identified as incorrect it shall be re-transmitted by the sender as soon as practicable with a clear indication that it is a corrected Message.

6.3 The sender is responsible and liable for the completeness and accuracy of the Message he sends. The recipient must immediately inform the sender of any transmission error such as unintelligible or garbled transmission or of any error which is reasonably obvious to recipient in order to enable sender to take corrective actions.

6.4. In order to prevent the loss of Messages the receiver must adhere strictly to the verification procedures described in the User Manual. If an error is found to have occurred the receiver must undertake all necessary investigations and, if necessary, contact the sender.

6.5. If the recipient has reason to believe that a Message is not intended for him he should take reasonable and expeditious action to inform the sender. Upon receipt of confirmation from the sender that the Message was not intended for the recipient, the recipient shoud delete from his system the information contained in the Message and confirm such deletion to the sender.

7. PROCESSING OF MESSAGES

7.1 The parties undertake to process or ensure that their system processes Messages without unreasonable delay after receipt, but in any event within the time limits specified in the User Manual, if any.

8. CONFIRMATION OF RECEIPT OF MESSAGES

8.1. Except where receipt of Messages is automatically confirmed, the sender of a Message may request the recipient to confirm receipt of the Message.

8.2. When the recipient has received such a request for confirmation he shall send such confirmation within the time limits specified in the User Manual.

8.3 If the sender does not receive the confirmation of receipt within the time limits specified in the User Manual, he shall be entitled to consider that the Message has not been received and may consider it as null and void provided he so advises the recipient.

9. MAINTENANCE OF A TRADE DATA LOG

9.1 Each party shall maintain without modification its Trade Data Log, containing all Messages sent and received.

9.2. Subject to any requirement of the national law in the country of the party maintaining a Trade Data Log, the Parties may agree a period during which the Trade Data Log must be stored unchanged. In the absence of such agreement, each party shall have the right to maintain its Trade Data Log for such period as it thinks fit.

9.3. The Trade Data Log may be maintained on computer media or other suitable means provided that, if it is necessary to do so, the data can be readily retrieved and presented in readable form.

9.4. Each party shall be responsible for making such arrangements as may be necessary to ensure that the data contained in the Trade Data Log is a correct record of the Messages sent or received by that party.

9.5. Each party shall ensure that the person responsible for the data processing system of the party concerned, shall certify that the Trade Data Log and any reproductions made from it is/are correct.

10. FALL-BACK ARRANGEMENTS AND SHUTDOWNS

10.1 In the event of failure of the EDI operation which is incapable of rectification within a period of time as may be agreed between the Parties resulting in the potential disruption of their normal business relationship, the Parties shall revert to the method of data exchange in operation prior to EDI until such time as the EDI service can be resumed.

10.2 The Parties shall use reasonable efforts to mitigate the effect of any such disruption to the EDI operation and work closely together to facilitate the flow of information between them during any such period of disruption.

10.3 In the case of planned shutdowns affecting EDI operations the Parties shall inform each other at the earliest possible time as specified in the User Manuel and the Parties shall agree on any interim measures as outlined in Article 10.1.

11. THIRD PARTY SERVICE PROVIDERS

11.1 If either Party procures the services of a Third Party Service Provider in order to transmit, log or process Messages then such procuring Party shall remain liable to the other Party for any acts, failures or omissions by such Third Party Service Provider in its provision of the said services as though such acts, failures or omissions were those of the procuring Party. For the purposes of this Agreement, the Third Party Service Provider shall be deemed to be acting on behalf of the procuring Party.

11.2 If upon the request of one party the other party agrees to use the services of a third party service provider for transmitting a message then the requesting party shall :

11.2.1. Be responsible to the other for that Third Party Service Provider's acts, failures or omissions;

11.2.2. Ensure that the Third Party Provider is bound by the same obligations in respect of confidentiality, data integrity and maintenance of an Audit Log as are imposed upon the Parties under the terms of this Agreement.

12. EVIDENCE

12.1 The Parties shall not, in the event of litigation between them or otherwise, challenge the admissability as evidence of the Trade Data Log or the Audit Log.

13. CHARGES

13.1 Each Party shall be responsible for the payment of all :

13.1.1 Start and termination network charges;

13.1.2 Network charges to and from its own electronic mailbox.

14. IMPLEMENTATION AND CHANGES

14.1 The Parties shall cooperate in the testing of the communications link and the ability to send/receive Messages.

14.2 For a period of time mutually agreed, the Parties shall send and receive Interchanges by both documentary and electronic means.

14.3 Test Messages shall not be treated as being of commercial significance.

14.4 The Parties shall coordinate any changes to the Message transmission techniques which affect the EDI procedure.

15. TRAINING

15.1 Each Party shall maintain trained EDI operators and support personnel capable of independently performing EDI day-to-day operations.

15.2 Training of such operators and support personnel may be undertaken externally or internally and extend to the provision of trained backup operators and support personnel to cover periods of vacation and any other absences.

16. CONDITIONS OF SALE OR PURCHASE

16.1 Neither Party shall have any obligation under this Agreement to sell or purchase any product or services. Any such sale or purchase shall be governed solely by ...........................................................................................................

17. TERM

17.1 This Agreement shall take effect from the date when last signed by both Parties and shall continue until terminated by one Party giving to the other not less than four (4) weeks notice thereof.

17.2 Termination of this Agreement shall not affect any action required to complete or implement Messages which are sent prior to such termination.

17.3 Each Party reserves the right and expects the other Party to exercise the right to make an emergency termination of the EDI operation to protect resources from illegal access or other damage. Such action shall not constitute termination of this Agreement.

17.4 Notwithstanding termination of this Agreement for any reason, the rights and obligations of the Parties as to the Security of Data (Article 4), Maintenance of a Trade Data Log (Article 9) and Evidence (Article 12) shall survive.

18. LIMITATION OF LIABILITIES

18.1 NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT OR BREACH OF CONTRACT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES SHALL INCLUDE BUT SHALL NOT BE LIMITED TO LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS OR OTHER ECONOMIC LOSS.

19. FORCE MAJEURE

19.1 Neither Party shall be liable, either wholly or in part, for non-performance or a delay in performance due to force majeure or contingencies or causes beyond its reasonable control.

20. ASSIGNMENT

20.1 This Agreement may not be transferred or assigned in any form by either party without the prior written consent of the other, given by a duly authorized representative.

21. APPLICABLE LAW AND JURISDICTION

21.1 It is expressly agreed that the validity and construction of this Agreement and performance hereunder shall be governed by the laws of and that the courts of............., to whose jurisdiction the parties hereby submit, shall have exclusive jurisdiction to hear all disputes arising herefrom.

22. WAIVER

22.1 Consent by either party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

23. SEVERABILITY

23.1 If any provision, or part of any provision of this Agreement, or the Attachments hereto, is invalidated by operation of law or otherwise, the provision or part will to that extent be deemed omitted and the remainder of this Agreement, or applicable Attachment will remain in full force and effect. Should the case arise, the parties agree that such invalidated provision or part thereof shall be replaced by a similar but legally valid provision which is as close as possible in commercial effect to the invalidated provision or part thereof.

24. EXPORT CONTROL COMPLIANCE

24.1 Each Party agrees that it will not knowingly (1) export or reexport, directly or indirectly, any product or technical data (as defined by the U.S. Export Administration Regulations) or any controlled Products restricted by other applicable national regulations, including software, received from the other under this Agreement, (2) disclose such technical data for use in, or (3) export or reexport, directly or indirectly, any direct product of such technical data, or of such other controlled products, including software, any destination to which such export or reexport is restricted or prohibited by U.S. or non U.S. law, without obtaining prior authorization from U.S. Department of Commerce and other competent government authorities to the extent required by those laws.

25. PUBLICITY

25.1 Neither party shall publicly announce or disclose the existence of this Agreement or its contents without the prior written consent of the other party. This provision shall survive the expiration or termination of this Agreement.

26. HEADINGS

26.1 The headings in this Agreement are for the convenience of the parties only and shall not be considered in the construction or interpretation of this Agreement.

27. NOTICES

27.1 All notices made or required to be given under this Agreement shall be in writing and shall be sent by registered mail to the addresses indicated below with notice of receipt and shall be effective on receipt thereof :

If to ....................... :

If to ....................... :

28. COMPLETE AGREEMENT

28.1 This Agreement and its Attachments are the complete and exclusive statement of the Agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement and any of its Attachments. No addition to or modification of this Agreement shall be binding upon either party unless reduced in writing and executed by duly authorized representatives of the parties to this Agreement.

29. SUMMARY OF ATTACHMENTS

29.1 The following are attached hereto and incorporated by reference herein :

Attachment 1 --

Attachment 2 --