Sample Business Contracts

Agreement for Implementation of Licensor Software Materials - Palm Computing Inc. and AvantGo Inc.

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     THIS AGREEMENT, entered into this 1st day of June, 1999 by and between Palm
Computing Inc. ("Palm"), a subsidiary of 3Com Corporation ("3Com") duly
organized and existing under the laws of the State of California, having a place
of business at 5400 Bayfront Plaza Santa Clara, California 95052 (Palm and 3Com
are hereinafter collectively referred to as "Reseller") and AvantGo, Inc.
(hereinafter referred to as "Licensor"), having its principal place of business
at 1700 South Amphlett Boulevard, Suite 300, San Mateo CA 94402.

The parties agree as follows:


1.1   Licensor shall mean AvantGo, Inc.

1.2   Software shall mean the Client Software and documentation available from
      Licensor as described in Exhibit I attached hereto. Software shall include
      any Updates Licensor makes available to Reseller under this Agreement.
      Exhibit I shall be modified from time to time, as mutually agreed upon by
      the parties.

1.3   Reseller Product(s) shall mean Reseller's products based on the Palm
      Computing platform (or any future version thereof, whether or not marketed
      under such name) which are manufactured and sold by Reseller and
      Reseller's wholly owned subsidiaries.

1.4   Use shall mean copying or linking any portion of the Software into
      Reseller's Product and/or incorporating such software into Reseller's
      Product for processing of the machine instructions or statements contained
      in such software.

1.5   License Commencement Date of this Agreement shall mean the latter of the
      date on which both of the parties have executed this Agreement and the
      date on which Licensor receives funding from Reseller pursuant to that
      certain Stock Purchase Agreement by and between the parties dated June ,

1.6   Territory shall mean all countries.

1.7   Intellectual Property Rights shall mean any trade secrets, patents,
      copyrights, trademarks, know-how, mask work rights, moral rights and
      similar rights of any type under the laws of any governmental authority,
      domestic or foreign, including all applications and registrations relating
      to any of the foregoing.

1.9   Client Software shall mean the AvantGo Client software product (in object
      code format only) further described in Exhibit I.

1.10  End Users shall mean any third party which obtains Software hereunder
      solely for such third party's personal or internal business use, and not
      for further distribution or sale.

1.11  Distributors shall mean Reseller's distributors and third party
      intermediaries through which Reseller will have the right to distribute
      the Software.

1.12  End User License shall mean an end user license which contains the End
      User restrictions set forth in Exhibit III or the Licensor end user
      license agreement accompanying the Software, as applicable.

1.14  Updates shall mean new versions of the Software that contain bug fixes,
      error corrections and minor enhancements, but do not contain major
      enhancements or significant new functionality.

1.15  Reproduction Locations means the locations where Reseller will make copies
      of the Software. Reseller will use the same degree of care it uses for its
      own software products in selecting Reproduction Locations for the

      All references in this Agreement to the "purchase" or "sale" of software
                                               --------      ----
      shall mean the acquiring or granting, respectively, of a license to use
      such software, and to exercise any other rights pertaining to such
      software which are expressly set forth herein.


2.1   License Grant. Subject to the terms and conditions of this Agreement,
      Licensor hereby grants to Reseller and Reseller hereby accepts a
      worldwide, nonexclusive, [****] license (the "License"), without rights to
      sublicense except on a [****] and as set forth in Articles 8.1(c) and
      8.1(d), to (a) use and

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     reproduce the Software from the Software Masters (as defined in Article
     4.1) at the Reproduction Location(s), (b) incorporate or distribute the
     Software in or for use in connection with Reseller Products, and (c) offer
     to license or otherwise distribute on a [****] (directly to End Users or
     through Distributors) the Software in connection with Reseller Products;
     provided, however, that for each Reseller Product with a distinct model
     number, Reseller shall either install the Client Software on all Reseller's
     Products with that particular model number, or none of Reseller's Products
     with that particular model number.

2.2  No Other Rights Granted. Apart from the License rights enumerated in this
     Agreement, the License does not include a grant to Reseller of any right to
     engage in any activity not expressly stated herein, nor any ownership
     right, title, or interest, nor any security interest or other interest, in
     any Intellectual Property Rights relating to the Software. Except as
     expressly permitted pursuant to this Agreement, Reseller agrees that
     Reseller and its employees and contractors shall not, directly or
     indirectly, (a) sell, lease, rent, time-share, assign, sublicense or
     otherwise transfer, (b) disclose, divulge or otherwise make available to
     any third party, (c) use except as authorized by this Agreement, (d)
     decompile, disassemble or otherwise analyze for reverse engineering
     purposes, or (e) modify or change the Software in any manner.

2.3  Branding. At any time the Reseller refers to the Software, Reseller shall
     use the logos or trademarks of Licensor in conjunction with all marketing
     and distribution of Software. Reseller shall not remove or modify the logos
     or trademarks of Licensor contained in the Software that appear when the
     Software is used. All uses of Licensor's logos and trademarks shall be
     subject to Licensor's then-current trademark usage guidelines, a copy of
     which is attached as Exhibit IV. Licensor shall notify Reseller in writing
     of all changes to such guidelines, and Reseller may continue to distribute
     Reseller Products that were manufactured or in the process of being
     manufactured prior to receipt of such guidelines.

2.4  Confidential Information. Information that is transmitted by one party to
     the other hereunder and, if in written form, is marked "confidential" or
     with a similar legend by the disclosing party before being furnished to the
     other, or if disclosed orally or visually is identified as such prior to
     disclosure and summarized, in writing, by the disclosing party to the
     receiving party within thirty (30) days shall be deemed to be Confidential
     Information of the disclosing party for purposes of this Agreement. Except
     as expressly permitted pursuant to this Agreement, each of the parties
     expressly undertakes to retain in confidence and not to disclose to any
     third party any such Confidential Information received from the other party
     hereunder;, provided however that Reseller may disclose Licensor
     Confidential Information to 3Com Corporation, wholly-owned subsidiaries of
     3Com Corporation and the employees and contractors of Reseller, 3Com
     Corporation and such subsidiaries on a need-to-know basis provided such
     recipients have entered into agreements sufficient to enable Reseller to
     comply with this Section 2.4. Each of the parties further agrees to make no
     use of such Confidential Information except as contemplated by this
     Agreement. The obligations of confidentiality and restricted use set forth
     in this Section 2.4 shall survive the expiration or any earlier termination
     of this Agreement for a period of five (5) years.

     The Confidential Information of a party shall not include and the foregoing
     obligation shall not apply to data or information which is: (a) now or
     hereafter, through no unauthorized act or failure to act on the receiving
     party's part, in the public domain; (b) known to the receiving party
     without an obligation of confidentiality at the time the receiving party
     receives the same from the disclosing party, as evidenced by written
     records; (c) hereafter furnished to the receiving party by a third party
     lawfully and without restriction on disclosure; (d) furnished to others by
     the disclosing party without restriction on disclosure; or (e)
     independently developed by the receiving party without use of the
     disclosing party's Confidential Information. Nothing in this Agreement
     shall prevent the receiving party from disclosing Confidential Information
     to the extent the receiving party is legally compelled to do so by any
     governmental investigative or judicial agency pursuant to proceedings over
     which such agency has jurisdiction; provided, however, that prior to any
     such disclosure, the receiving party shall (i) assert the confidential
     nature of the Confidential Information to the agency; (ii) immediately
     notify the disclosing party in writing of the agency's order or request to
     disclose the disclosing party's Confidential Information; and (iii)
     cooperate fully with the disclosing party in protecting against any such
     disclosure and/or obtaining a protective order narrowing the scope of the
     compelled disclosure and protecting its confidentiality.

2.5  Marking Copies of the Software. Licensor represents that the Software is
     copyrighted and published by Licensor and that any markings or notices
     thereon are

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     proper and authorized. With reference to copies it makes of the Software,
     Reseller agrees not to remove any proper and authorized Licensor copyright
     notice or other proprietary legend of Licensor appearing in the Software
     that is not inconsistent with this Agreement.

2.6  Ownership of Software. The Software delivered hereunder and any copies made
     by Reseller, in whole or in part, and all of Licensor's intellectual
     property rights in such Software shall remain the sole property of


3.1  Term of License. The License shall be in effect for a period of two (2)
     years from and including the License Commencement Date, and (subject to the
     provisions of Article 3.2 concerning extensions) shall expire automatically
     at the end of the License Term.

3.2  Evergreen Extensions of License Term. The License Term shall be
     automatically extended absent notice of non-extension as prodded in this
     Article for successive one-year intervals (each interval sometimes referred
     to herein as a "License Term Extension").

     3.2.1  Notice. Either party may decline to extend the License Term for any
            reason or no reason by providing the other party with no less than
            ninety (90) days prior written notice of non-extension.


4.1  Delivery of Software. Unless the Software has already been provided for
     evaluation, within sixty (60) days following the execution hereof by
     Reseller, and pursuant to the license granted in Article 2.1, the Licensor
     will deliver to Reseller one (1) set of golden masters ("Software Masters")
     for the Software. The date on which delivery is deemed complete is referred
     to herein as the "Date of Delivery" and shall be the later of the actual
     date the Software is shipped to Reseller by Licensor or the License
     Commencement Date.

4.2  Acceptance by Reseller. Absence written notice of non-acceptance by
     Reseller, acceptance of the Software by Reseller shall be deemed to have
     occurred on the thirty first (31st) day after delivery. To be acceptable to
     Reseller, the Software (including Updates) shall pass the Palm Computing
     platform compatibility platinum testing requirements as previously agreed
     by the parties.


5.1  Fee Schedule. [****]


6.1  Quarterly Statements. Within sixty (60) days after the end of each 3Com
     fiscal quarter (3Com's fiscal year ends on the last Friday of May),
     commencing with the quarter during which this Agreement first becomes
     effective, Reseller shall furnish to Licensor a written statement signed by
     an authorized representative of Reseller (the "Quarterly Statement")
     identifying the number of copies of Software distributed by Reseller and
     Distributors during such quarter; provided however that Licensor
     acknowledges that all data for the applicable quarter may not be available
     to Reseller from Distributors and such data may be reported as part of the
     subsequent Quarterly Statement. Licensor agrees not to disclose to any
     third party the information contained in the Quarterly Statement except to
     the extent that such information is aggregated with other Licensor
     distribution and licensing data.


7.1  Technical Support. The parties agree to work together to devise a seamless
     mechanism for the handoff of Software support requests from End Users that
     is mutually acceptable to the parties. Licensor shall have responsibility
     for providing support to End Users in accordance with the applicable
     Licensor End User License Agreement between Licensor and the End User.

7.2  Professional Services. Licensor shall use commercially reasonable efforts
     to provide consulting and training services for Licensor's then-current
     standard consulting and training fees.


8.1  Reseller agrees to

     (a)  beginning with the next U.S. English-language release of a Palm [****]
[****] (the "Palm [****] Family") product (but not including the upcoming Palm
IIIe product) and each U.S. English-language release of a Palm [****] Family
[****] thereafter, Reseller shall include the Software on every Desktop CD (or
equivalent) for such products and successor products within the Palm

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                              Page 3

          [***] Family. The parties agree to discuss the bundling of localized
          versions of the Software with localized version of the Palm [****]
          Family products as soon as localized versions of the Software is

     (b)  provide one primary and one secondary engineering point of contact
          which shall be the exclusive point of contact with Licensor with
          respect to all support Licensor provides to Reseller hereunder.

     (c)  if Reseller distributes the Software through Distributors, use
          reasonable efforts (including entering into written agreements with
          Distributors with whom Reseller has a direct relationship) to ensure
          that the Distributors (i) acknowledge, adhere to, and do not perform
          any act inconsistent with the terms and conditions of this Agreement,
          (ii) do not reverse engineer, modify, or reproduce the Software, and
          (iii) cease distribution of the Software in accordance with this
          Agreement upon termination of this Agreement or of Reseller's rights

     (d)  if the Software is embedded into a hardware device, include a copy of
          an End User License, with minimum terms and conditions substantially
          as specified in Exhibit m attached hereto, with each copy of the
          Software distributed to an End User hereunder and if the Software is
          not embedded into a hardware device, Reseller agrees not to remove the
          Licensor end user license agreement that is embedded in the Software
          (each, an "End User License"). Licensor agrees that the End User
          License embedded in the Software shall be substantially similar to
          Licensor's standard end user license agreement for Licensor's client

     (e)  pay all import and export licenses and permits, customs charges and
          duty fees, if any, and shall take all other actions, if any, required
          to accomplish the export and import of the Software purchased or
          reproduced by Reseller. Upon request, Licensor will provide 3Com in
          writing with the appropriate export classification number and general
          license provisions pursuant to which the Software is exported from
          time to time.

     (f)  participate in joint marketing activities with Licensor as mutually
          agreed by the parties. Issue a mutually agreeable press release
          announcing Reseller's appointment as a reseller of the Software within
          thirty (30) days following the execution of this Agreement.

     (g)  if Licensor provides an Update to the Software, to use, reproduce and
          distribute such updated Software instead of any prior version of the
          Software within a reasonable timeframe, which, in no case, shall be
          later than the next release of each applicable Reseller product
          released ninety (90) days or more after delivery by Licensor to
          Reseller of such Update and provided that Reseller may continue to
          reproduce and distribute old Software that was manufactured or in the
          process of being manufactured prior to receipt of such updated

     (h)  if Reseller distributes the Software from a Reseller web site, to
          include a link (incorporating the AvantGo logo) to Licensor's web site
          from the web page from which the software is distributed.

     (i)  cooperate with Licensor as mutually agreed in promoting Licensor's
          technology to Palm OS OEM licensees of Reseller, including (if
          applicable) including the Software in Reseller's standard materials
          provided as part of such licenses.

     (j)  promote to purchasers of the Palm [****] Family products with which
          the Software is bundled the availability of the Software on the
          Desktop CD (or equivalent), such promotion to be within the packaging
          for such Palm [****] Family products.


9.1  Termination In Case of Breach. In case of a material breach of this
     Agreement by either party, the non-breaching party shall have the right,
     without limitation of any other right it may have on account of such
     failure, to terminate this Agreement by giving the breaching party at least
     thirty (30) days written notice of its intention, specifying the cause for
     default; provided, however, that if, in the non-breaching party's
     reasonable discretion, the breaching party remedies such failure during
     such thirty (30) day period, then this Agreement shall not be terminated on
     the date specified in such notice.

9.2  Obligations Upon Termination. Articles 1, 2.4, 2.6, 9.2, 12.3, 12.4, 13,
     14, 15, and all payment obligations incurred prior to termination, shall
     survive the termination of this Agreement. Upon termination the

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                                    Page 4

      license granted herein shall be automatically canceled. provided, however,
      (a) except for termination due to Reseller's material uncured breach,
      Reseller may complete the manufacturing of work-in-progress containing the
      Software and distribute such Software and copies of Software existing
      prior to such termination, (b) Distributors may continue to use, reproduce
      and distribute the Software in accordance with the terms of the agreement
      between Reseller and Distributor and (c) customers of Reseller who have
      already received Reseller Product(s) which incorporate Software shall be
      permitted to continue to use the Software perpetually, subject to the
      terms and conditions of the End User License.


10.1  Updates. During the term of this Agreement, Licensor shall make periodic
      software updates available to Reseller in accordance with this Agreement.


11.1  The parties agree to negotiate in good faith and use diligent efforts to
      negotiate and execute within sixty (60) days an agreement for the
      licensing of Licensor's server software.


12.1  Limited Warranty. Licensor warrants to Reseller that the Software will
      operate substantially in accordance with the description in Exhibit I for
      a period of ninety (90) days after the Date of Delivery. Licensor further
      warrants that the Software (a) will record, store, process and display and
      receive calendar dates falling on or after January 1, 2000, in the same
      manner, and with the same functionality as such Software records, stores,
      processes, displays and receives calendar dates falling on or before
      December 31, 1999; (b) shall include without limitation date data century
      recognition, calculations that accommodate same century and multicentury
      formulas and date values, and date data interface values that reflect the
      century and (c) be capable of correctly processing, providing and/or
      receiving data and date related data within and between the twentieth and
      twenty-first centuries. No portion of the Software shall knowingly
      contain, at the time of delivery, any "back door", "time bomb", "Trojan
      horse", "worm", "drop dead device" or other computer software routines
      designed to (i) permit unauthorized access to, or use of, the Software or
      computer systems on which the Software is loaded, (ii) disable, damage or
      erase Software or data or (iii) perform any other similar actions that
      would preclude full use of the Software by Reseller or its sublicensees.

12.2  Obligation of Licensor for Defective Software. The sole obligation of
      Licensor for defective Software shall be: (a) for Licensor to correct or
      replace the Software; or (b) if Licensor fails to correct or replace the
      Software within a commercially reasonable time period after Licensor's
      receipt of Reseller's written report of the defect (not to exceed sixty
      (60) days after such receipt), then Reseller, in its discretion, may
      terminate this Agreement without further obligation provided that such
      termination shall be Reseller's sole remedy for Licensor's failure to cure
      such defective Software.

12.3  Warranty Exclusions. The above warranty shall not apply to any copy of
      Software (i) which has been modified or altered, except by Licensor, (ii)
      which has been used other than in accordance with the most current
      operating instructions supplied by Licensor, or (iii) which has been
      subjected to unusual physical or electrical stress, misuse, abuse,

12.4  Intellectual Property. Licensor represents to Reseller that, as of the
      License Commencement Date, (a) Licensor is not aware of any actual or
      threatened claims or litigation that the Software infringes any
      Intellectual Property Rights of any third party and (b) Licensor does not
      believe that the Software infringes any Intellectual Property Rights of
      any third party.


13.1  Licensor's Obligation. Licensor shall indemnify, defend and hold Reseller
      harmless from and against any claim, suit or proceeding brought against
      Reseller in so far as it is based on a claim that the Software delivered
      hereunder constitutes an infringement of any United States, Canadian.
      European Commission or Japanese Intellectual Property Rights (an
      "Infringement Claim"), so long as Licensor is notified promptly in writing
      by Reseller as to any such action and is given full authority, information
      and reasonable assistance (at Licensor's expense) for the defense and
      settlement thereof (each a

                                    Page 5

      "Qualifying Claim"). In addition to Licensor's obligation to defend,
      Licensor shall pay all damages and costs (including reasonable attorney's
      fees). Licensor shall not be responsible for any compromise made without
      its consent. Should the use or distribution of the Software by Reseller or
      its customers be enjoined, or in the event Licensor wishes to minimize its
      potential liability hereunder, Licensor may at Licensor's sole option and
      expense (i) obtain a license for Reseller, to continue the use and
      distribution of the infringing Software licensed hereunder, or (ii)
      replace or modify the infringing Software so as to be substantially
      functionally equivalent to the infringing Software but non-infringing;
      provided, however that if Licensor is unable to achieve (i) or (ii) above
      after exercising reasonable efforts for a period not less than one hundred
      eighty (180) days and Reseller has elected to cease distributing the
      Software, Licensor may terminate this Agreement. If it reasonably appears
      that the liability of Licensor under this paragraph may exceed or has
      exceeded the cumulative liability limit specified in Section 14.1, then
      Licensor shall relinquish the sole control of the defense and/or
      settlement with respect to the actual or alleged infringement covered by
      this paragraph and Reseller shall have the right to obtain sole control,
      except that Licensor may retain some partial control as reasonably agreed
      by the parties. Subject always to the cumulative liability limit specified
      in Section 14.1, Licensor shall continue to have the obligation to
      promptly pay the costs and expenses of the defense of an indemnified claim
      hereunder, including but not limited to reasonable attorneys' fees and all
      other related costs and expenses reasonably incurred by Reseller
      in assuming and maintaining the defense. In such event, Reseller shall not
      have the right to effect a settlement on the part of Licensor, without the
      prior written consent of Licensor. The parties hereby agree that the
      specified cumulative limits on Licensor's liability under Section 14.1
      shall not apply to a failure of Licensor to relinquish control as
      described in this paragraph.

13.2  Infringement Claims. Notwithstanding anything else herein, Reseller may
      terminate this Agreement without further obligation in the event that a
      Qualifying Claim has not been settled, adjudicated or otherwise resolved
      to Reseller's sole satisfaction within one hundred eighty (180) days of
      Licensor's receipt of written notice of such claim from Reseller.

13.3  Liability Exclusion. Licensor shall have no liability to Reseller under
      this paragraph to the extent any Infringement Claim is based upon the (i)
      use of Software delivered hereunder in connection or in combination with
      equipment, devices or software not delivered by Licensor, or (ii) use of
      Software delivered hereunder in a manner not consistent with the
      description of the Software set forth in Exhibit I, or (iii) modification
      by Reseller of Software delivered; provided that such Infringement Claim
      would not have arisen but for such combination, use or modification.
      Licensor shall further have no liability to Reseller for any Infringement
      Claim based on Reseller's use or transfer of the Software delivered
      hereunder after Licensor's notice that Reseller shall cease use or
      transfer of such Software due to such claim. EXCEPT AS STATED ABOVE,




15.1  Entire Agreement. This Agreement constitutes the entire Agreement and
      understanding between the parties as to the subject matter hereof, and
      supersedes and replaces all prior or contemporaneous Agreements, written
      or oral, as to such subject matter. This Agreement may be changed only in
      writing stating that it is an amendment or modification to this Agreement,
      and signed by an authorized representative of each of the parties hereto.

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15.2   Relationship of Parties. This Agreement does not constitute a
       partnership, joint venture or agency between the patties thereto, nor
       shall either of the parties hold itself out as such contrary to the terms
       hereof by advertising or otherwise, nor shall either of the parties
       become bound or become liable because of any representation, action or
       omission of the other.

15.3   Operating Systems. Reseller hereby acknowledges its understanding that
       the Software is intended to be used with computer equipment manufactured
       by other parties and manufacturer provided operating systems, and that
       such computer equipment and operating systems software are not provided
       under this agreement. Reseller is solely responsible for acquiring and
       maintaining such equipment and software, the utilization rights of such
       software, and for the overall effectiveness and efficiency of the
       operating environment in which Software is to function. Licensor does not
       make any representation, warranty, or understanding concerning the
       suitability, availability or performance of any computer or operating
       system software for use with the Software provided hereunder.

15.4   Severability. Should any part or provision of this Agreement be held
       unenforceable or in conflict with the law of any jurisdiction, the
       validity of the remaining parts or provisions shall not be affected by
       such holding, provided the intent of the parties can be given effect
       except for immaterial matters.

15.5   Waiver. Any waiver of a default or condition held by either party shall
       not be deemed a continuing waiver of such default or condition or a
       waiver of any other default or condition.

15.6   Assignment. Neither party may assign any of its rights, obligations or
       privileges Coy operation of law or otherwise) hereunder without the prior
       written consent of the other party, which shall not be unreasonably
       withheld; provided, that either party shall have the right to assign its
       rights, obligations and privileges hereunder to a merger partner,
       successor in business or acquiror of all or substantially all of that
       party's business or assets without obtaining any consent to such
       assignment from the other party; and further provided that Reseller may
       assign this Agreement to 3Com Corporation or any wholly-owned subsidiary
       of 3Com Corporation without obtaining any consent from Licensor. In the
       event that Reseller determines, in its discretion, that any assignment by
       Licensor pursuant to this paragraph is to a competitor of Reseller,
       Reseller may terminate this Agreement upon thirty (30) days' written
       notice to Licensor; provided however that such notice shall be delivered
       to Licensor within forty-five (45) days following the later of (i) the
       effective date of such assignment or (ii) notice to Reseller of such

15.7   Captions. The heading of articles, sections and other subdivisions hereof
       are inserted only for the purpose of convenient reference and it is
       recognized that they may not adequately or accurately describe the
       contents of the paragraph that they head Such headings shall not be
       deemed to govern, limit, modify or in any other manner affect the scope,
       meaning or intent of the provisions of this agreement, or any part or
       portion thereof, nor shall they otherwise be given any legal effect.

15.8   Applicable Law. This Agreement shall be governed by, performed under and
       construed in accordance with the laws of the State of California, without
       giving effect to the conflict of law principles thereof.

15.9   Jurisdiction. The parties hereby consent to the exclusive jurisdiction
       and venue of the state and federal courts of Santa Clara County,

15.10  Notices. All notices permitted or required under this Agreement shall be
       in writing and shall be delivered in person or mailed by first class,
       registered or certified mail, postage prepaid, to the address of the
       party specified in this Agreement or such other address as either party
       may specify in writing, with copies of notices to Reseller also sent to
       the attention of the 3Com Corporation General Counsel at the same
       Reseller Address. Such notice shall be deemed to have been given upon

15.11  U.S. Government Restricted Rights. If this Software is being licensed by
       the U.S. Government, the Software and related documentation is commercial
       computer software and documentation developed exclusively at private
       expense, and (a) if acquired by or on behalf of a civilian agency, shall
       be subject to the terms of this computer software license as specified in
       48 C.F.R 12.212 of the Federal Acquisition Regulations and its
       successors; and (b) if acquired by or on behalf of units of the
       Department of Defense ("DOD") shall be subject to the terms of this
       commercial computer software license as specified in 48 C.F.R 227.7202-2,
       DOD FAR Supplement and its successors.

15.12  Delays. Licensor is not responsible for failure to fulfill its
       obligations under this Agreement due to causes beyond its reasonable

                                    Page 7

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date below.

          AVANTGO, INC.          RESELLER:

BY:       /s/ Felix Lin          BY:     /s/ Mark Bercow
          -------------                  ---------------------------------------

NAME:     Felix Lin              NAME:   Mark Bercow
          -------------                  ---------------------------------------

TITLE     CEO                    TITLE:  Vice President, Strategic Alliances and
          -------------                  ---------------------------------------
                                          Platform Development

DATE:     6/2/99                 DATE:   Jun 1, 1999
          -------------                  ---------------------------------------

                                    Page 8

                                  EXHIBIT I

                             Software Description

Software will include:

1.   The fully-functional version (as opposed to a try-and-buy version) of the
     AvantGo Client version 3.0 for Palm OS platform. The specifications for the
     Software are as follows:

The AvantGo Software shall allow an End User to access web-based content via PC
Synchronization, Ethernet, wireline and wireless modem. The AvantGo Software
shall include an on-screen End User License Agreement governing the use of the
AvantGo Software by the End User.

AvantGo 3.0 Client is a software application for handheld computers that
combines a highly efficient Web browser with dynamic HTML forms, that generate
responses based on a user's input and the type of device a user carries.

        HTML 3.2-compliant information and applications, including forms,
        tables and graphics
        Dial-in and remote on-line access
        Palm devices
        On Device Logic/Server and Device APIs

                                    Page 9

                                  EXHIBIT II

                     [this Exhibit intentionally omitted]

                                    Page 10

                                  EXHIBIT III

                               End User License

     All End User Licenses shall include provisions that contain substantially
the same restrictions:

     (1)  the End User is granted only a personal, nontransferable, and
nonexclusive right to use the Software only for its personal or internal
business purposes;

     (2)  Licensor or its licensors retain all of their intellectual property
rights in the Software, and no title to such intellectual property is
transferred to the End User;

     (3)  the End User agrees not to reverse assemble, decompile, or otherwise
attempt to derive source code from the Software;

     (4)  the End User agrees to comply with all export and re-export
restrictions and regulations of the Department of Commerce or other United
States agency or authority, and not to transfer, or authorize the transfer, of
the Software to a prohibited country or otherwise in violation of any such
restrictions or regulations;

     (5)  the End User receives no express warranties or implied warranties of
merchantability or fitness for a particular purpose; and

     (6)  Licensor shall not be liable to the End User for any indirect,
consequential, incidental or special damages arising out of the use or license
of the Software, regardless of the theory of liability (including negligence and
strict liability).

     (7)  The Software and documentation (if any) are considered "commercial
computer software" and "commercial computer software documentation",
respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as
applicable. Use, duplication or disclosure of the Software (and documentation,
if any) by the U.S. Government is subject to the restrictions set forth in DFAR
Section 227.7202 for military agencies, and FAR Section 12.212 for civilian

                                    Page 11

                                  Exhibit IV

                          Trademark Usage Guidelines

                  [Insert AvantGo Guidelines after this page]

                                    Page 12