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.