Master License Agreement Term Sheet - Ford Motor Co. and AvantGo Inc.
[LOGO OF FORD] January 31, 2000 Steve Isaacson District Sales Manager AvantGo. Inc. 1962 Sheridan Rd. Buffalo Grove, IL 60089 Requisition Number: RQ00 032R19 Procurement Number: 028471 Steve, Please accept this letter as authorization to ship and invoice the following products and services to Ford Motor Company. This authorization is pursuant to the terms and conditions of the existing Software License Agreement between AvantGo and Ford, and the attached Term Sheet dated January 28, 2000. Qty Description Price --- ----------- ----- 1 AvantGo Enterprise interactive Server Master License $[******] 1 Premium Dedicated Support Consultant [******] 1 One-year maintenance support and software updates [******] ------------- Total $[******] Regards, /s/ G.G. Surdu -------------- George Surdu Director, Technical Services Ford Motor Company Agreed & Accepted AvantGo Inc. /s/ Felix Lin 2/4/2000 ------------- Felix Lin Chairman of the Board [******] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. <PAGE> MASTER LICENSE AGREEMENT TERM SHEET BETWEEN FORD MOTOR COMPANY, INC. AND AVANTGO, INC. January 31, 2000 OVERVIEW Ford Motor Company, all its subsidiaries and affiliates whether wholly owned or controlled by Ford Motor Company, as well as subsidiaries and affiliates of Ford Motor Company that might be spun off during the life of this Agreement in which latter case the provisions of this Agreement shall apply only for the remainder of its term (collectively "Ford") and AvantGo, Inc. ("AvantGo") propose to amend the existing Software License Agreement ("SLA") to enable Ford to broadly deploy AvantGo Enterprise Interactive Server software ("AvantGo Software"). AvantGo Software will be used by Ford employees and contractors. This term sheet will supersede the SLA in the event of contradictions in terms. In addition, the following sections will be stricken from the SLA: Section 1 Definitions -- "Confidential Information" -- Delete second sentence beginning with, "Confidential Information may also include oral information....." Section 12 "Confidentiality of Agreement" -- Delete in its entirety. AvantGo Software will be used to deliver Ford automotive content and business applications to a variety of wireless and casually-connected handheld devices such as those based on the PalmOS and WindowsCE operating systems and in- vehicle systems that may be based on alternative operating systems. Ford will be responsible for the management and support of AvantGo Software on Ford servers at any of its locations. MASTER LICENSE Scope Ford shall have a non-exclusive, worldwide, AGREEMENT unlimited use license for AvantGo Software. All enhancements and updates to the software related to the connection and use of handheld devices with Ford's infrastructure are included as part of the maintenance agreement. Any enhancements and updates that require AvantGo to enter into royalty and/or licensing agreements with third parties shall be excluded from this scope. [******] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. <PAGE> If Ford chooses to use some or all of these enhancements and/or updates, the parties agree to negotiate the terms in good faith. Term Two (2) years. Software updates supporting AvantGo will, in the future, add support for additional additional connectivity, devices, wireless connectivity options, handheld devices and and operating systems handheld device operating systems. These updates to AvantGo Software will be provided as part of our standard maintenance program. Platforms AvantGo Software may be deployed on hardware servers running Linux, Solaris, and Windows NT. However, AvantGo will make available to Ford all updates of AvantGo Software to be developed during the life of this Agreement as part of AvantGo's standard maintenance program (see above under section "Software Updates,"). Non-Compete Ford shall not, directly or indirectly, offer a service competitive with AvantGo.com. MAINTENANCE AND SUPPORT AvantGo will provide standard telephone and e-mail support and software updates. FEES Master License $[******] After [******] months, Ford shall pay $[******] for each user license above [******] licenses. Maintenance and Support During the first [******] (*) months of the term, maintenance and support fees are included as part of the Master License Fee. Thereafter, maintenance and support fees will be [******]% of the master license fees to be paid annually in advance. Dedicated Support [******] on-site, dedicated support is included. Consulting Ford will receive a [*]% discount on professional services delivered on a time-and-materials basis for projects with a minimum commitment of $[*] JOINT MARKETING Ford agrees to issue a joint press release announcing a strategic relationship with AvantGo within 30 days of entering into an [******] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. <PAGE> agreement with AvantGo on the acquisition by Ford of AvantGo shares for the amount of $5 million. Ford agrees to be a reference account for AvantGo. Ford will assist AvantGo in creating a "success story" for marketing purposes, highlighting Ford's use of AvantGo Software. [******] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.