Master Purchase Agreement - Handspring Inc. and AirPrime Inc.
[HANDSPRING LOGO] [AIRPRIME LOGO]
MASTER PURCHASE AGREEMENT
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This Master Purchase Agreement (this "Agreement") is effective as of
September 10, 2002 (the "Effective Date"), by and between Handspring, Inc., a
Delaware corporation ("Handspring"), and AirPrime, Inc., a Delaware corporation
("AirPrime"). Handspring and AirPrime are collectively referred to herein as the
"Parties" and individually as a "Party".
WHEREAS, Handspring and AirPrime previously entered into a Master
Purchase Agreement effective as of December 19, 2001 (the "Original Agreement")
pursuant to which Handspring purchases embedded wireless communication modules
for Handspring's CDMA "London" product;
WHEREAS, Handspring now desires to purchase the components listed on
Exhibit A hereto (the "Products") from AirPrime for incorporation into
Handspring's CDMA "Robin" product; and
WHEREAS, Handspring desires to engage AirPrime to perform certain
professional services as set forth in the Statement of Work (the "SOW") attached
as Exhibit B hereto (the "Services"); and
WHEREAS, AirPrime desires to sell such Products and desires to provide
such Services to Handspring.
THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree to the
following:
1. PRECEDENCE OF AGREEMENTS.
1.1 All purchases for Products placed by Handspring under this
Agreement shall be governed by the terms and conditions of
this Agreement and the Purchase Order, notwithstanding any
other terms and conditions in other Handspring or AirPrime
documents. In the event the terms of this Agreement are
inconsistent with the terms in a Purchase Order, the terms of
this Agreement shall prevail, unless otherwise agreed to in
writing by the parties.
1.2 In the event the VMI Program is implemented per Section 13
herein, AirPrime and Authorized Manufacturing Partner (as
defined in Section 14.1 herein) shall enter into a separate
agreement (the "VMI Agreement"), which shall govern the terms
of their relationship and the purchasing and delivery process
of Products, and shall supercede the following provisions of
this Agreement: 2.1 (Purchase Orders), 2.2 (Price), 2.3
(Purchase Order Acceptance), 2.5 (Adjustments to Purchase
Orders), 2.6 (Liability for Cancelled Purchase Orders), 2.7
(Forecasts) and 3.1 (Shipment and Delivery).
2. PRODUCT ORDERING AND PAYMENT.
2.1 PRODUCT PURCHASE ORDERS. Pursuant to written purchase orders
(each, a "Purchase Order") issued on an as-needed basis,
AirPrime shall sell Products to Handspring, and Handspring
shall purchase Products from AirPrime. Purchase Orders will be
submitted to AirPrime by telephone facsimile transmission,
registered airmail, or any other method as the Parties may
agree. All Purchase Orders shall contain the following
information:
(a) part number and quantities of the Product to
be purchased;
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(b) purchase price, as set forth in Exhibit C;
(c) delivery date; and
(d) shipping instructions.
In the event the VMI Program is implemented per Section 13
herein, Purchase Orders shall be placed by Authorized
Manufacturing Partner pursuant to the VMI Agreement. In such
event, AirPrime shall maintain a ten (10) day supply of
product in a third party warehouse/hub mutually agreed to by
both Parties to accommodate such Purchase Orders.
2.2 PRICE. Prices for the Products shall be as stated in Exhibit
C, which prices exclude freight, insurance and customs duties.
In the event the VMI Program is implemented per Section 13
herein, the Product prices shall be as stated in the VMI
Agreement and shall include freight, insurance and customs
duties. Handspring shall be entitled to receive "Most Favored
Customer" pricing from AirPrime. "Most Favored Customer"
pricing is defined as the most favorable price, including all
discounts, rebates, cooperative advertising programs or other
similar sales and marketing programs, quoted to any purchaser
of the Products for the same market and volume conditions.
AirPrime's prices shall reflect "market condition" and shall
be reduced accordingly.
2.3 PURCHASE ORDER ACCEPTANCE. A Purchase Ordered issued in
accordance with this Agreement shall be deemed accepted upon
receipt by AirPrime; provided, however, that in the event
Handspring issues a high-quantity Purchase Order that can not
reasonably be fulfilled within AirPrime's manufacturing lead
time, the parties will discuss and mutually agree to an
acceptable delivery date. In the event a Purchase Order
extends beyond the terms and conditions of this Agreement,
AirPrime shall either accept or reject such Purchase Order
within four (4) working days after receipt of the order. Such
Purchase Order shall be deemed accepted by AirPrime if no
written notice is received to the contrary within four (4)
working days after its submission to AirPrime.
2.4 MINIMUM PURCHASE OBLIGATIONS; SIZE OF ORDERS. Except as
otherwise provided in Section 12 below, Handspring agrees to
purchase a minimum quantity of [*] of the Product ("Minimum
Purchase Commitment") during the first [*] months of
Commercial Production (as defined below) of the Product.
Handspring's initial Purchase Order towards its Minimum
Purchase Commitment shall be for [*] units of the Product and
will provide for delivery of these units within the first [*]
months after Commercial Production of the Product. For the
remaining [*] units of Handspring's Minimum Purchase
Commitment and for any additional Purchase Orders issued
hereunder, Handspring will make commercially reasonable
efforts to place orders for at least [*] units, although
actual deliveries under any such Purchase Order may be in
quantities of less than [*] units. The price per unit and
adjustment for volume ordered per quarter is set forth in
Exhibit C.1. Except as otherwise set forth in this Section 2.4
or in a Purchase Order placed following Handspring's
fulfillment of its Minimum Purchase Commitment, Handspring
shall not be required to purchase any minimum quantities of
the Product, or held responsible for any re-start fees,
restocking fees, or bill backs for not ordering any estimated
purchase volume. For purposes of this Agreement, "Commercial
Production" shall mean the production of the Product by
AirPrime following the successful completion of Handspring's
Production Validation Testing ("PVT").
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
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2.5 ADJUSTMENTS TO PURCHASE ORDERS. Handspring may adjust a
Purchase Order by increasing the quantity of Products ordered
prior to the scheduled delivery date, or rescheduling the
amount purchased and delivery date as follows:
<TABLE>
<CAPTION>
# DAYS PRIOR TO SCHEDULED ALLOWABLE ALLOWABLE RESCHEDULE
DELIVERY DATE INCREASE RESCHEDULE AMOUNT TIMEFRAME
------------- -------- ----------------- ---------
<S> <C> <C> <C>
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
[*] [*] [*] [*]
</TABLE>
In the event the VMI Program is implemented per Section 13
herein, this section will be superceded by the VMI Agreement
entered into between AirPrime and the Authorized Manufacturing
Partner.
2.6 LIABILITY OF HANDSPRING FOR CANCELLED PURCHASE ORDERS. If
Handspring cancels a Purchase Order, Handspring shall be
liable for payment according to the table below. For the
table, the following definitions apply:
"Cancelled PO Quantity" shall mean the quantity of Product
units ordered subject to the cancelled Purchase Order.
"Qualcomm NC/NR Cost" shall mean the per-unit material cost to
AirPrime of the Non-Cancelable/Non-Refundable ("NC/NR")
Qualcomm chipset agreed to in good faith between the Parties.
<TABLE>
<CAPTION>
# DAYS PRIOR TO SCHEDULED
DELIVERY DATE CANCELLATION LIABILITY
------------- ----------------------
<S> <C>
[*] [*]
[*] [*]
[*] [*]
[*] [*]
</TABLE>
Furthermore, in the event that Handspring cancels any or all
of the Purchase Orders for Products, AirPrime shall use
commercially reasonable efforts to mitigate Handspring's
damages by attempting to resell the components, materials
and/or Products to other customers.
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
3
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In the event the VMI Program is implemented per Section 13
herein, this section will be superceded by the VMI Agreement
entered into between AirPrime and the Authorized Manufacturing
Partner.
2.7 FORECASTS. Handspring shall use commercially reasonable
efforts to prepare and submit to AirPrime no less frequently
than once per month a non-binding rolling nine (9) month
demand forecast. Each such forecast shall be used by AirPrime
to plan for materials and production capacity.
2.8 PAYMENT. Handspring shall pay invoices received from AirPrime
for Products sold hereunder net thirty (30) days after the
invoice was received by Handspring or the Authorized
Manufacturing Partner.
3. PRODUCT SHIPMENT AND DELIVERY
3.1 SHIPMENT AND DELIVERY. Shipment of Products shall be F.O.B. ex
works or AirPrime's (or third party's) bonded warehouse for
all Products, at which time title and risk of loss will pass
to Handspring. In the event the VMI Program is implemented per
Section 13 herein, this section will be superceded by the VMI
Agreement entered into between AirPrime and the Authorized
Manufacturing Partner.
3.2 TIME IS OF THE ESSENCE. Failure to meet agreed upon delivery
schedules could result in costly delays to Handspring in
fulfilling its customer orders; therefore, AirPrime shall
notify Handspring or the Authorized Manufacturing Partner of
any delay as soon as AirPrime is aware of the same and shall
use its best efforts to minimize such delay by working
reasonable overtime at its own expense. In addition, AirPrime
shall notify Handspring of a revised committed delivery date,
which date shall be no later than five (5) working days after
the initial scheduled delivery date. If AirPrime fails to meet
Handspring's or the Authorized Manufacturing Partner's second
delivery date on all or any part of any Purchase Order, then
Handspring or the Authorized Manufacturing Partner may (i)
terminate the applicable Purchase Order with no liability to
Handspring or the Authorized Manufacturing Partner, or (ii)
require AirPrime to ship on an expedited basis the quantity of
Products via premium air transportation and Handspring's or
the Authorized Manufacturing Partner's sole liability to
AirPrime shall be limited to payment for the Products received
and standard surface freight charges.
3.3 REQUEST FOR BACK ORDER LISTINGS. Upon request by Handspring or
the Authorized Manufacturing Partner, AirPrime shall furnish
Handspring or the Authorized Manufacturing Partner a listing
of all back orders for Products and the date they will be
received by Handspring or the Authorized Manufacturing Partner
and will automatically expedite all Handspring high usage
Products to minimize delays of such Products in fulfilling
Handspring or the Authorized Manufacturing Partner Purchase
Orders.
4. PRODUCT ACCEPTANCE TESTING
Acceptance testing, when deemed applicable by Handspring, shall be
performed by Handspring within fifteen (15) working days after receipt
of the Products in accordance with the procedures agreed upon by the
Parties. Any discrepancies found as a result of such testing shall be
noted in detail and if found to be non-conforming to the specifications
for the Products identified in Exhibit A, Handspring may, at its
option, return the non-conforming Products to AirPrime. AirPrime shall
immediately review the cause of rejection and upon confirmation take
corrective action to eliminate reoccurrence of the non-conformance. All
shipping charges for returns of non-conforming Products to AirPrime
shall be at AirPrime's expense. If the Product is reasonably
demonstrated by AirPrime to be conforming, then Handspring will
reimburse AirPrime for the shipping charges. Within fifteen (15)
working days after date of receipt of such non-
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conforming Product or such other reasonable delay agreed between the
Parties depending on the quantity of returned Products, AirPrime, at
Handspring's option, shall replace such non-conforming Product or
refund Handspring the purchase price in full. Failure to inspect or
reject one shipment shall not constitute a waiver of Handspring's
rights with respect to any other. Payment shall neither be deemed to
constitute acceptance nor be a waiver of Handspring's right to reject
any order.
5. PRODUCT WARRANTIES; EPIDEMIC CONDITION
5.1 PRODUCT WARRANTY. AirPrime warrants to Handspring, its
Authorized Manufacturing Partner and their customers that the
Products supplied to Handspring under this Agreement shall be
free from defects in materials and workmanship, and shall
otherwise conform to the specifications for the Products
identified in Exhibit A and all other express requirements of
this Agreement, for a period of [*] after the date of shipment
of the Product. If any Product furnished by AirPrime fails to
conform to the above warranty, Handspring's sole remedy is to
return defective Product to AirPrime. All shipping charges for
returns of non-conforming Products to AirPrime shall be at
AirPrime's expense. If the Product is reasonably demonstrated
by AirPrime to be conforming, and such demonstration is agreed
to by Handspring, then Handspring will reimburse AirPrime for
the shipping charges. Within fifteen (15) working days after
date of receipt of such non-conforming Product or such other
reasonable delay agreed between the Parties depending on the
quantity of returned Products, AirPrime, at Handspring's
option, shall replace such non-conforming Product or refund
Handspring the purchase price in full.
5.2 EPIDEMIC CONDITION. An Epidemic Condition exists when failure
reports or statistical samplings show that [*] or more of the
same Product installed or shipped during any one month contain
an identical, repetitive defect in AirPrime supplied material
and/or workmanship. If during that warranty period Product
shows evidence of an Epidemic Condition, Handspring shall have
the right, pending correction of the Epidemic Condition, to
postpone further shipments of such Product by giving written
notice of such postponement to AirPrime. Such postponement
shall temporarily relieve AirPrime of its shipment liability
and Handspring of any payment liability for such postponed
shipments. AirPrime shall promptly prepare and propose a
corrective action plan addressing implementation and procedure
milestones for remedying such Epidemic Condition(s). Both
parties shall use best efforts to implement the remedy in
accordance with the agreed upon schedule.
5.3 NO OTHER AIRPRIME WARRANTIES. AIRPRIME MAKES NO ADDITIONAL
WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH HEREIN.
ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
6. PROFESSIONAL SERVICES
6.1 SERVICE PROVISION. AirPrime will provide to Handspring the
services (the "Services") that are described in the Statement
of Work ("SOW") attached hereto as Exhibit B. Such SOW may be
amended or modified by mutual written agreement of the
parties. AirPrime will provide such resources and utilize such
employees or design consultants as it deems necessary to
perform the Services. The manner and means used by AirPrime to
perform the Services desired by Handspring are in the sole
discretion and control of AirPrime. All work shall be
performed at AirPrime's designated facilities unless otherwise
mutually agreed.
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
5
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6.2 DELIVERABLES. In performing the Services, AirPrime shall
design, develop and/or make for Handspring the deliverables as
required in the SOW (the "Deliverables"). AirPrime shall use
commercially reasonable efforts in order to ensure that the
Deliverables meet the specifications, if any, set forth in the
SOW for such Deliverables.
6.3 TIME OF PERFORMANCE. AirPrime shall use commercially
reasonable efforts to meet the project schedules and time of
performance of Services set forth in the SOW, and Handspring
agrees to cooperate in good faith to allow AirPrime to achieve
completion of Services in a timely and professional manner.
Handspring understands and agrees that AirPrime's provision of
the Services may depend on completion of certain Handspring
tasks or adherence to Handspring schedules within Handspring's
control; consequently, the project schedule, time of
performance, and Services may require adjustments or changes
in the event such Handspring tasks or schedules change, are
modified, or are not completed as anticipated. AirPrime shall
promptly notify Handspring in the event it becomes aware that
it will not be able to meet any project schedule or time of
performance of Services.
6.4 TECHNOLOGY FROM HANDSPRING. Handspring agrees to provide
AirPrime with materials and technology owned or otherwise
controlled by Handspring which AirPrime reasonably requires to
perform the Services (the "Handspring Technology"). Handspring
hereby grants AirPrime the right to use the Handspring
Technology which AirPrime reasonably requires in order to
perform the Services and/or prepare the Deliverables. Unless
otherwise agreed in writing, all tooling, equipment or
material of every description furnished to AirPrime by
Handspring, and any replacements thereof or any materials
affixed or attached thereto, shall be and remain the personal
property of Handspring. AirPrime shall not use such property
except in filling Handspring's orders. Such property while in
AirPrime's custody or control shall be held at AirPrime's
risk, shall be maintained in operable condition, and will be
subject to removal at Handspring's written request.
6.5 PAYMENT FOR SERVICES. For the Services and Deliverables
provided by AirPrime, Handspring agrees to pay AirPrime the
fees set forth in Exhibit C (the "Fees") attached hereto.
AirPrime shall invoice Handspring for Fees for Services owing.
Handspring shall pay invoices received from AirPrime for
Services net thirty (30) days after the Invoice was received
by Handspring.
7. LICENSE GRANTS; OWNERSHIP OF DERIVATIVE WORKS.
7.1 AIRPRIME SOFTWARE LICENSE. AirPrime hereby grants to
Handspring a non-exclusive, worldwide, fully paid, royalty
free, irrevocable, and perpetual right to: (a) use, reproduce
(or cause to be reproduced), and manufacture (or cause to be
manufactured) the "AirPrime Software" (as defined below) for
the purpose of including, installing or otherwise
incorporating the same into Handspring's products; (b) use the
AirPrime Software as necessary in order to develop,
manufacture, sell, upgrade and repair Handspring applications
and products which utilize or contain the AirPrime Software;
(c) market, distribute, and sell the AirPrime Software as part
of any one or more Handspring products; and (d) sublicense to
Handspring product end users all necessary rights in order to
enable them to use the AirPrime Software in connection with
the use or operation of any Handspring products. With respect
to the foregoing AirPrime Software license, such rights are
limited only to Products that Handspring purchases from
AirPrime. Handspring shall not have the right to (1) modify,
translate, reverse engineer, decompile, disassemble, or create
derivate works based on the AirPrime Software or any
accompanying documentation; or (2) rent, transfer, sublicense
or grant any rights in the AirPrime Software or any
accompanying documentation in any form to any party (other
than as part of Handspring's production, distribution and sale
processes, or to purchasers and end users of Handspring
products) without the prior written consent of AirPrime. The
foregoing license grant is a license grant only and does not
convey to Handspring any title to, or ownership rights in, the
AirPrime
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Software, including but not limited to any patents, trademarks,
copyrights, or trade secrets associated therewith.
7.2 LONDON HOST SOFTWARE/SB3000 SOFTWARE LICENSES; BUYOUT FEE.
7.2.1 LICENSES. Except as expressly stated in this Section 7,
AirPrime hereby grants to Handspring a non-exclusive,
worldwide, fully paid, royalty free, irrevocable, and
perpetual right to: (a) use, reproduce (or cause to be
reproduced), manufacture (or cause to be manufactured),
modify, supplement, upgrade, improve, revise, enhance the
London Host Software (defined below) and the SB3000 Software
(defined below) in connection with the production,
distribution, sale, upgrade or repair of any Handspring
products or the creation of any Derivative Software (defined
below) including without limitation the Robin Host Software
(defined below); (b) package, market, distribute, and sell the
London Host Software and the SB3000 Software (including any
modifications integrated into and made part of any Derivative
Software including without limitation the Robin Host Software)
as part of any one or more Handspring products, and (c)
sublicense to Handspring product end users all necessary
rights in order to enable them to use the London Host Software
and the SB3000 Software (including any modifications
integrated into and made part of any Derivative Software
including without limitation the Robin Host Software) in
connection with the use or operation of any Handspring
products. With respect to the foregoing London Host Software
license and the SB3000 Software license, such rights are
limited only to use with Products that Handspring purchases
from AirPrime. The constraint to use such licenses only with
AirPrime Products will be removed in the event Handspring
exercises its buy-out rights in Section 7.2.2.
7.2.2 BUYOUT FEE. Handspring may elect, at its option and without
obligation, via a written notice to AirPrime, to remove the
constraint to only use the London Host Software and the SB3000
Software with Products that Handspring purchases from AirPrime
by paying to AirPrime the "Buyout Fee" defined below. In such
case, Handspring shall be free to use the London Host Software
and the SB3000 Software (including any modifications
integrated into and made part of any Derivative Software
including without limitation the Robin Host Software) in
conjunction with products and software from alternate
suppliers. The Buyout Fee shall be determined in accordance
with the table below:
<TABLE>
<CAPTION>
TOTAL PAYMENTS TO AIRPRIME UNDER BOTH THE ORIGINAL
AGREEMENT AND THIS AGREEMENT ("TOTAL PAYMENTS"): BUYOUT FEE
------------------------------------------------ ----------
<S> <C>
[*] [*]
[*] [*]
[*] [*]
</TABLE>
7.3 DEFINITIONS: AIRPRIME SOFTWARE, LONDON HOST SOFTWARE, ROBIN
HOST SOFTWARE, SB3000 SOFTWARE AND DERIVATIVE SOFTWARE. For
purposes of this Agreement, the following terms shall have the
following meanings:
7.3.1 For purposes of this Agreement, the term "AirPrime
Software" shall mean the AirPrime owned software
programs embedded in (or which upgrade) the Product
from AirPrime (referred to as "Modem Software" in the
SOW), as updated, upgraded or revised from time to
time.
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
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<PAGE>
7.3.2 For purposes of this Agreement, the term "London Host
Software" shall mean the AirPrime owned "host
software" developed and/or modified by AirPrime for
Handspring during the term of the Original Agreement
for use in the CDMA London product, as further
defined in Exhibits B and C.3 of the Original
Agreement (and incorporated herein by reference).
7.3.3 For purposes of this Agreement, the term "SB3000
Software" shall mean the AirPrime owned software that
is utilized in AirPrime's SB3000 product, as further
defined in the SOW attached to the Original Agreement
(and incorporated herein by reference).
7.3.4 For purposes of this Agreement, the term "Derivative
Software" (also referred to as a "derivative work")
shall mean any modification, addition, extension,
upgrade, improvement, compilation, abridgment,
alteration or other use of all or part of the London
Host Software or the SB3000 Software by Handspring or
by AirPrime for Handspring. AirPrime shall have no
ownership or use rights to the Derivative Software.
7.3.5 For purposes of this Agreement, the term "Robin Host
Software" shall mean the Handspring owned Derivative
Software developed by Handspring during the term of
this Agreement for use in the CDMA Robin product.
7.4 EXCLUSIVE OWNERSHIP OF THE DERIVATIVE SOFTWARE; AIRPRIME'S
WORK MADE FOR HIRE AND USE LIMITATIONS. AirPrime represents
and warrants to Handspring that all Derivative Software
(including without limitation the Robin Host Software) shall
be treated as authored by, and owned exclusively by,
Handspring for purposes of the United States Copyright Act.
Consistent with the foregoing, and recognizing that AirPrime
is and shall remain the owner of the London Host Software and
the SB3000 Software which may be an underlying and component
part of any Derivative Software (including without limitation
the Robin Host Software) created hereunder, AirPrime
represents, warrants and agrees that it shall have no
ownership interest in, access to, or right to use the
Derivative Software (including without limitation the Robin
Host Software) and will, upon request from time to time,
execute such reasonable documentation as may be necessary
and/or appropriate to secure, acquire, assign, or otherwise
transfer to Handspring, free of all liens and encumbrances,
all ownership and property interests and/or rights in the
Derivative Software (including without limitation the Robin
Host Software) that AirPrime may have or acquire, and/or, at
Handspring's sole option, to otherwise confirm, evidence and
document Handspring's exclusive rights in, and to
distribution, sale or use of, the Derivative Software
(including without limitation the Robin Host Software)..
7.5 SURVIVAL; SOFTWARE REPRESENTATIONS AND WARRANTIES. The terms
and provisions contained in this Section 7 (and all
subparagraphs and subparts hereof) shall survive the
expiration or termination of this Agreement. In addition,
AirPrime represents and warrants to Handspring that (i)
AirPrime is either the owner of all proprietary rights,
including patent, copyright, trade secret, trademark and other
proprietary rights, in and to the AirPrime, the London Host
Software and the SB3000 Software or has sufficient rights to
grant the licenses and rights set forth herein; and (ii)
AirPrime shall promptly deliver to Handspring the source code
and any other relevant and necessary information associated
with any upgrades, modifications or other changes made by
AirPrime to the London Host Software and the SB3000 Software
required to enable Handspring to create, incorporate or
otherwise modify any Derivative Software (including without
limitation the Robin Software) which Handspring may have
created, as provided for above, to reflect AirPrime's changes
or modifications to the London Host Software and the SB3000
Software.
8. GENERAL INDEMNITY
AirPrime shall defend, hold harmless and indemnify Handspring, its
agents and employees, from any and all suits, damages, losses,
expenses, and third party claims, including attorneys fees, arising
from bodily
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injury, sickness, disease, or death, or injury to property that is
caused by (i) negligence or wrongful intentional acts of AirPrime, its
agents or employees, (ii) defects in the workmanship, materials and
design of the Product provided by AirPrime, or (iii) failure to comply
with federal, state or local laws.
9. INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
9.1 INTELLECTUAL PROPERTY RIGHTS Except as otherwise expressly set
forth in Section 7 above or elsewhere herein, (a) neither this
Agreement, nor the provision of Services hereunder, shall give
either Party any ownership interest in or rights to the
intellectual property rights ("IP Rights") of the other Party,
and (b) all IP Rights that are owned or controlled by a Party
at the commencement of this Agreement shall remain under the
ownership or control of such Party throughout the term of this
Agreement and thereafter. A Party's use of the trademark, logo
or other identification marks of the other Party will only be
in a manner directed by such Party. All uses of the other
Party's trademarks, logos, other identification marks for
advertising or demonstrations of the Parties work requires the
prior written approval of such Party, which shall not be
unreasonably withheld.
9.2 NEWLY CONCEIVED INNOVATIONS. Except as described in Section 7
above (which shall prevail in conflict with any of the
subparts of this Section 9), Handspring shall be assigned
ownership rights to any and all innovations ("Innovations"),
whether or not jointly conceived, and IP Rights therefrom, (i)
that derive solely from the Handspring Technology, or the
Handspring IP Rights therein, or (ii) that are identified as
owned by Handspring in the SOW, while AirPrime shall be
assigned ownership rights to any and all Innovations, whether
or not jointly conceived, and IP Rights arising therefrom (a)
that derive solely from AirPrime Technology or the AirPrime IP
Rights therein, or (b) that are identified as owned by
AirPrime in the SOW.
9.3 INDEMNIFICATION. AirPrime shall defend, hold harmless and
indemnify Handspring, its agents and employees, from any and
all suits, damages, losses, expenses (including Product
replacement costs), and third party claims, including
attorneys' fees, arising from or related to an alleged
infringement or violation of any patent (whether issued or
pending), copyright, trademark, trade secret or other privacy
or proprietary right arising out of or related to Products,
including the manufacture, sale, distribution, marketing, or
use of the Products and/or Deliverables. Without limiting the
foregoing indemnification obligation, or the remedies of
Handspring hereunder, if the use of the Product is permanently
enjoined, AirPrime may, at its expense and option (i) procure
the right to continue using the Product, (ii) replace the
infringing Product with a non-infringing Product of similar
performance, or (iii) modify the Product to make it
non-infringing.
10. LIMITATION OF LIABILITY
EXCEPT FOR INDEMNIFICATION AND BREACH OF CONFIDENTIALITY, THE LIABILITY
OF THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SUPPLY OF PRODUCTS HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS
PAID BY HANDSPRING TO AIRPRIME FOR THE PRODUCTS GIVING RISE TO SUCH
DAMAGES, AND SHALL IN NO EVENT INCLUDE LOSS OF PROFITS, COST OF
PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE PARTIES ARE AWARE OF THE
POSSIBILITY OF SUCH DAMAGES.
11. CONFIDENTIALITY
The Parties acknowledge that they will have access to certain
information and materials concerning each other's business and
products, including the terms and conditions of this Agreement, that
are confidential and of substantial value to the other (the
"Confidential Information"), which would be impaired if such
Confidential Information was disclosed to third parties. The Parties
each agree that they will not use such Confidential Information except
in performance of this Agreement, or disclose such Confidential
Information to third parties except as required by applicable law and
provided the receiving party uses reasonable efforts to give the
disclosing party reasonable notice of such required disclosure. Each
Party
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will also take every reasonable precaution to protect the Confidential
Information. For purposes of the foregoing obligations, Confidential
Information does not include information that (i) was rightfully known
to the receiving party prior to its receipt, (ii) is or becomes
publicly available without breach of this Agreement or wrongful act of
the receiving party, (iii) is received by receiving party without an
obligation of confidentiality and without breach of this Agreement, or
(iv) is developed independently by the receiving party without using
Confidential Information.
12. TERM AND TERMINATION
12.1 TERM. This Agreement shall commence on the Effective Date and
continue for twenty-four (24) months thereafter. This
Agreement shall be automatically renewed for separate but
successive one-year terms, subject to the termination rights
set forth herein.
12.2 TERMINATION WITHOUT CAUSE. Handspring may terminate this
Agreement without cause at any time by written notice to
AirPrime not less than thirty (30) days prior to the effective
date of termination. In the event termination occurs prior to
the delivery of AirPrime's PVT Module Hardware/Firmware and
acceptance by Handspring (per the milestone schedule in
Exhibit C.2), then Handspring will be released from its
Minimum Purchase Commitment, and Handspring's liability shall
be limited to any development fees paid as of the effective
date of termination. In the event termination occurs after
delivery and acceptance of AirPrime's PVT module per Exhibit
C.2, then Handspring's liability shall be limited to [*].
12.3 TERMINATION FOR BREACH. Either Party may terminate this
Agreement for cause at any time upon written notice if the
other Party fails to comply with any material term or
condition. The Party not in compliance shall have thirty (30)
days after notice to cure any failure and avoid termination.
If the Agreement is terminated by Handspring due to the breach
of AirPrime, then the Buyout Fee in Section 7.2.2 herein shall
be [*]. In addition, Handspring will be released from its
Minimum Purchase Commitment.
12.4 TERMINATION FOR INSOLVENCY. At either Party's option, this
Agreement shall terminate immediately if: (i) a receiver is
appointed for the other party or its property; (ii) the other
party becomes insolvent or makes an assignment for the benefit
of creditors; (iii) any proceedings are commenced by or
against the other party under any bankruptcy, insolvency or
debtors' relief law; or (iv) the other party commences to
dissolve under applicable corporate law statutes. If the
Agreement is terminated by Handspring due to any of the
AirPrime insolvency events above, then the Buyout Fee in
Section 7.2.2 herein shall be [*]. In addition, Handspring
will be released from its Minimum Purchase Commitment.
12.5 TERMINATION FOR FAILURE TO SECURE FINANCING. AirPrime is in
the process of securing at least [*] million in financing from
private investors (the "Private Financing"). The Private
Financing currently is anticipated to occur in three segments
with approximately one third of the total amount invested by
September 3, 2002, a second third invested by October 31,
2002, and the final third invested by January 31, 2003.
Handspring may terminate this Agreement upon providing written
notice to AirPrime if by September 13, 2002 AirPrime has not
met the following requirements (the "Minimum Financing
Requirements"): (i) secured at least one third of the
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
10
<PAGE>
Private Financing (the "Initial Investment") and (ii) entered
into a binding agreement with investors (the "Private
Financing Agreement") providing for the funding of the
remaining two thirds of the Private Financing by no later than
March 31, 2003. AirPrime will provide Handspring with a copy
of the Private Financing Agreement immediately following its
execution. For purposes of this Section 12.4, the Private
Financing Agreement will be considered "binding" even if the
Private Financing may be discontinued following the Initial
Investment upon a vote of investors holding at least two
thirds of the total equity interest in AirPrime held by all of
the investors participating in the Private Financing.
12.6 SURVIVING PROVISIONS. The provisions of Sections 7, 8, 9, 10,
11, 12, 15 and 16 will survive the termination of this
Agreement for any reason. All other rights and obligations of
the parties will cease upon termination of this Agreement.
13. VENDOR MANAGED INVENTORY PROGRAM.
If requested, AirPrime shall implement a Vendor Managed Inventory
program ("VMI Program") in the geography of Handspring's Authorized
Manufacturing Partner. The terms of the VMI shall be governed by the
separate VMI Agreement entered into between AirPrime and Authorized
Manufacturing Partner. At a minimum, the VMI Agreement shall provide
(i) that Product pricing shall be F.O.B. the VMI hub, and (ii) AirPrime
shall make every effort to maintain a ten (10) day supply of inventory
in the hub, based on the Authorized Manufacturing Partner's build
needs. Failure of AirPrime to maintain a ten (10) day supply of
inventory in the third party hub could result in costly delays to
Handspring in fulfilling its customer orders; therefore, AirPrime shall
notify Handspring or the Authorized Manufacturing Partner as soon as
AirPrime is aware that the inventory at the third party hub has fallen
to a level below a ten (10) day supply, and shall use its best efforts
return the on hand inventory in the hub to a ten (10) day level.
14. AUTHORIZED MANUFACTURING PARTNERS.
14.1 DESIGNATION. Handspring may assign all or a portion of its
rights to purchase Product to its manufacturing partners
designated on Exhibit D (each, an "Authorized Manufacturing
Partner"). Handspring may add to or delete from its list of
Authorized Manufacturing Partners set forth on Exhibit D at
any time and will promptly notify AirPrime of any such change.
14.2 APPLICATION OF AGREEMENT TO AUTHORIZED MANUFACTURING PARTNERS.
An Authorized Manufacturing Partner may issue to AirPrime
Purchase Orders of its own against a Purchase Order, forecast
or manufacturing productions schedule issued by Handspring to
such Authorized Manufacturing Partner. Handspring shall be
liable to pay for all Product ordered by Handspring or by its
Authorized Manufacturing Partners subject to Handspring's
order cancellation and rescheduling rights set forth in
Sections 2.5 and 2.6. All references in this Agreement to
purchases of, Purchase Orders for, or shipments of Product by
or to Handspring shall mean by or to Handspring or the
Authorized Manufacturing Partner.
15. DEVELOPMENT AND MANUFACTURING RIGHTS
15.1 GRANT OF RIGHTS: AirPrime hereby grants Handspring the
royalty-bearing, worldwide, non-exclusive, nontransferable,
perpetual, irrevocable right and license to (i) complete the
development of the Product, and (ii) manufacture or have
manufactured the Product (collectively referred to as the
"Development and Manufacturing Rights"), which Handspring may
exercise at any time upon the occurrence of any of the
following events or circumstances:
15.1.1 AirPrime is unable to fulfill Handspring Purchase
Orders issued in accordance with the terms of this
Agreement.
15.1.2 If the Agreement is terminated by Handspring due to
the breach of AirPrime pursuant to Section 12.2 or
12.3.
11
<PAGE>
15.1.3 AirPrime does not raise at least $6.2 million in
financing prior to March 31, 2003.
15.2 EXISTING INVENTORY. In the event Handspring exercises its
Development and Manufacturing Rights hereunder, Handspring
agrees to purchase existing AirPrime inventory at AirPrime
cost for purchase orders that are non-cancelable under Section
2.6 of the Agreement.
15.3 ROYALTY. In the event Handspring exercises its Development and
Manufacturing Rights hereunder, Handspring shall pay AirPrime
a royalty of [*] per each unit of Product manufactured and
sold by Handspring. Such payment shall be made within thirty
(30) days after the close of Handspring's quarter.
15.4 AFFECT ON BUYOUT RIGHTS. Handspring's exercise of its
Development and Manufacturing Rights hereunder shall in no way
affect Handspring's right to buyout the London Host Software
or SB3000 Software pursuant to Sections 7.2, 12.2 and 12.3 of
the Agreement. For purposes of clarity, (i) it is not
necessary for Handspring to pay the Buyout Fee in order to
exercise its Development and Manufacturing Rights hereunder;
and (ii) regardless of whether Handspring exercises its
Development and Manufacturing Rights, Handspring may pay the
Buyout Fee in accordance with the Agreement and use the London
Host Software or SB3000 Software (including any modifications
integrated into and made part of any Derivative Software
including without limitation the Robin Host Software) in
conjunction with products and software from alternate
suppliers.
15.5 AUDIT RIGHTS. In the event Handspring exercises its
Development and Manufacturing Rights hereunder, Handspring
agrees to keep and maintain, for a period of two (2) years
after the end of the year to which they pertain, complete and
accurate records of the Product manufactured and sold by
Handspring in order to calculate and confirm Handspring's
royalty obligations hereunder. Upon reasonable prior notice,
AirPrime shall have the right, exercisable not more than once
every six (6) months, to appoint an independent accounting
firm reasonably acceptable to Handspring, at AirPrime'
expense, to examine such books, records and accounts during
Handspring's normal business hours to verify the royalties due
by Handspring to AirPrime hereunder. In the event such audit
discloses an underpayment or overpayment of royalties due
hereunder, the appropriate party shall promptly remit the
amounts due to the other party.
15.6 MANUFACTURING AND DEVELOPMENT INFORMATION ESCROW. Within
thirty (30) days after the Effective Date, or upon request
from Handspring, whichever is later, AirPrime and Handspring
shall enter into an escrow agreement pursuant to which
AirPrime shall promptly place into an escrow account, to the
best of its reasonable legal ability, and excluding third
party proprietary material and information used by AirPrime
under non-transferable license, all information necessary to
develop and manufacture the Product (in either electronic
media form or hard copy), including without limitation, the
source code, manufacturing process instructions, drawings,
schematics, specifications, test programs, bills of material,
authorized vendor lists and all other applicable documentation
for the Product. The Parties will share equally all escrow
fees.
15.7 TEST HARDWARE AND SOFTWARE. In the event Handspring exercises
its Development and Manufacturing Rights hereunder, AirPrime
shall provide Handspring unrestricted use of all hardware and
software necessary to enable Handspring to develop,
manufacture and test the Product, including without
limitation, manufacturing equipment, fixtures and test
software. AirPrime agrees to cooperate with and assist
Handspring in obtaining any necessary third parties materials
and rights to license such software.
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
12
<PAGE>
15.8 CONTINUING TECHNICAL SUPPORT AND ASSISTANCE. In the event
Handspring exercises its Development and Manufacturing Rights
hereunder, AirPrime shall provide Handspring such technical
support and assistance as Handspring may reasonably request in
connection with the development and manufacture of the
Product. Handspring and AirPrime will negotiate in good faith
any services fees payable to AirPrime associated with any such
request.
16. GENERAL
16.1 NOTICE OF CHANGE OF MANUFACTURING LOCATION. AirPrime shall
provide Handspring with immediate written notice as soon as it
is aware that it will be changing the manufacturing location
for Products, or implementing major manufacturing process
changes in the production of Products.
16.2 FORCE MAJEURE. "Force Majeure" shall mean any act of God,
fire, natural disaster, earthquake, accident, act of
government, or an act that is beyond the reasonable control of
either party. Neither party will be deemed in default of this
Agreement to the extent that performance of its obligations or
attempts to cure any breach are delayed or prevented by reason
of a Force Majeure, provided that such party gives the other
party written notice thereof promptly and, in any event,
within fifteen (15) days after discovery thereof and uses its
best efforts to continue to so perform or cure. In the event
of such a Force Majeure, the time for performance or cure will
be extended for a period equal to the duration of the Force
Majeure. Handspring or its Authorized Manufacturing Partner
may at its option, cancel the affected Purchase Order(s) upon
notice of a Force Majeure, and obtain the Products from an
alternate source without liability of Handspring to AirPrime.
16.3 ASSIGNMENT. Neither party may assign, delegate, or transfer
the Agreement, or any of its rights or duties hereunder,
without the prior written consent of the other party. Any
attempted assignment or delegation in violation of this
section shall be void. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties, their
successors and permitted assigns. Notwithstanding the
foregoing, either Party may assign its rights and duties
hereunder in connection with a merger, consolidation,
spin-off, corporate reorganization, acquisition, or sale of
all or substantially all the assets of either Party.
16.4 INDEPENDENT CONTRACTORS. In performing their respective duties
under this Agreement, each of the Parties will be operating as
an independent contractor. Nothing contained herein will in
any way constitute any association, partnership, or joint
venture between the Parties, or be construed to evidence the
intention of the Parties to establish any such relationship.
Neither Party will have the power to bind the other Party or
incur obligations on the other Party's behalf without the
other Party's prior written consent.
16.5 SEVERABILITY. If any term or provision of this Agreement is
determined by a court of competent jurisdiction to be invalid
or unenforceable, the remaining provision of this Agreement
shall remain in full force and effect.
16.6 MODIFICATION AND WAIVER. No modification to this Agreement,
nor any waiver of any rights, will be effective unless
assented to in writing by the party to be charged, and the
waiver of any breach or default shall not constitute a waiver
of any other right hereunder or any subsequent breach or
default.
16.7 NOTICES. Any required or permitted notices hereunder must be
given in writing at the address of each party set forth below,
or to such other address as either party may substitute by
written notice to the other in the manner contemplated herein,
by one of the following methods: hand delivery; registered,
express, or certified mail, return receipt requested, postage
prepaid;
13
<PAGE>
nationally-recognized private express courier; or facsimile.
Notices will be deemed given on the date received.
<TABLE>
<S> <C>
HANDSPRING: AIRPRIME:
Handspring, Inc. AirPrime, Inc
189 Bernardo Avenue 2290 Cosmos Court
Mountain View, CA 94043 Carlsbad, CA 92009
Attn: Mike Gallucci, VP Manufacturing Attn: Dan Schieler, VP Worldwide Sales
With a copy to: General Counsel
</TABLE>
16.8 COMPLIANCE WITH LAWS AND REGULATIONS. AirPrime agrees to
comply with all Federal, State and local laws and regulations
that are applicable to the Products and their installation for
each country in which the Products are intended for delivery.
16.9 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of California (other than its conflicts of law
principles), excluding the United Nations Convention on
Contracts for the International Sale of Goods. The parties
hereby consent to the exclusive jurisdiction of and venue in
the federal and/or state courts located in Santa Clara County,
California.
16.10 INTERPRETATION. This Agreement will be fairly interpreted in
accordance with its terms and without any strict construction
in favor of or against either party. The headings and captions
are included for reference purposes only and do not affect the
interpretation of the provisions hereof.
16.11 PRESS RELEASES. The Parties may make press releases and
announcements relating to the subject matter of this Agreement
only with the prior written consent of the other Party.
16.12 LIMITATION OF ACTION. Any legal action arising out of this
Agreement shall be barred unless commenced within one (1) year
of the act or omission giving rise to the action. Such
limitation shall not apply to any actions asserted against
Handspring by AirPrime arising from any delinquencies in
payment for Products.
16.13 ENTIRE AGREEMENT. Unless otherwise stated herein with respect
to the Original Agreement, this Agreement and the exhibits
attached hereto constitute the entire and exclusive agreement
between the parties hereto with respect to the subject matter
hereof and supersede any prior agreements between the parties
with respect to such subject matter.
In witness whereof, the parties have caused this Agreement to be
executed by their respective authorized representatives as of the Effective
Date.
AIRPRIME, INC. HANDSPRING, INC.
By: /S/ James B. Kirkpatrick By: /S/ Michael Gallucci
Name: James B. Kirkpatrick Name: Michael Gallucci
Title: President Title: VP, Manufacturing
14
<PAGE>
EXHIBIT A - PRODUCT DESCRIPTION
[*]
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
EXHIBIT B - SERVICES DESCRIPTION
The Services to be provided by AirPrime as governed by this Agreement consist of
Design Consulting, Software Development, and Product Certification.
The attached Statement of Work ("SOW") document contains a draft of the detailed
definition of these Services and is hereby incorporated by reference into this
Agreement.
[*]
Furthermore, the Parties will work in good faith to promptly create and mutually
approve, which approval will not be unreasonably withheld, a final SOW document.
Such final SOW shall be incorporated by reference into this Agreement.
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
EXHIBIT C - PRODUCT PRICING AND SERVICES FEES
This Exhibit defines the Prices and Fees for Products and Services to be
provided by AirPrime as governed by this Agreement. All monetary figures in this
Exhibit represent currency in United States Dollars.
C.1 PRODUCT PURCHASE PRICE
In accordance with the schedule below, the purchase price of the Product shall
be decreased as the cumulative number of units purchased by Handspring
increases:
<TABLE>
<CAPTION>
CUMULATIVE VOLUME PURCHASED UNIT PRICE
--------------------------- ----------
<S> <C>
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
</TABLE>
(1) Minimum Purchase Commitment pursuant to Section 2.4.
(2) The purchase price per unit is based on a quantity of 30,000 -
39,000 units ordered per quarter. For quantities ordered per quarter
outside of this range, the following price adjustments shall apply to
the appropriate unit price in the foregoing table:
<TABLE>
<CAPTION>
NUMBER OF UNITS ORDERED PER QUARTER UNIT PRICE ADJUSTMENT
----------------------------------- ---------------------
<S> <C>
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
</TABLE>
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
C.2 DEVELOPMENT FEES
Handspring will pay AirPrime a total of [*] in development fees for the
Services described in the SOW. The development fees will be paid in
accordance with the following milestone schedule:
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
<TABLE>
<CAPTION>
MILESTONE ESTIMATED MILESTONE DATE PAYMENT AMOUNT
--------- ------------------------ --------------
<S> <C> <C>
Completion of the Minimum Financing Requirements set forth Effective Date [*]
in Section 12.4 of the Agreement
EVT Module Hardware/Firmware Delivery and Acceptance by November 20, 2002 [*]
Handspring
DVT Module Hardware/Firmware Delivery and Acceptance by February 1, 2003 [*]
Handspring
CDG2 Interoperability Lab Entrance (1st Lab) March 1, 2003 [*]
Carrier Certification Entrance (1st Carrier) April 1, 2003 [*]
PVT Module Hardware/Firmware Delivery and Acceptance by May 1, 2003 [*]
Handspring
</TABLE>
By paying the development fees, Handspring also will receive the
following pre-production units of the Product at no additional charge:
EVT1 Modules 10 units
EVT2 Modules 60 units
DVT1 Modules 150 units
DVT2 Modules 35 units
Additional DVT1 or DVT2 units can be purchased by Handspring from
AirPrime for $300.00 per unit.
Handspring may purchase PVT units for a price of [*] per unit only if
Handspring issues a Purchase Order calling for delivery of the first
[*]Commercial Production units within fifteen (15) business days
following the desired PVT delivery date, otherwise the price for any
such PVT units shall be [*].
C.3 ADDITIONAL WORK FEES
During the term of this Agreement, Handspring may desire to engage
AirPrime to perform additional general support work not explicitly set
forth in the SOW ("Additional Work"). In such cases, Handspring will
issue a written request for such Additional Work to AirPrime. AirPrime
agrees to consider such requests and provide written response to
Handspring within five (5) days after receiving the request. Such
response will indicate the total effort and schedule for completing the
requested Additional Work. AirPrime retains sole option to deny such
requests from Handspring but will not do so unreasonably.
For all Additional Work requested and approved by Handspring,
Handspring agrees to pay AirPrime for the time spent performing such
Additional Work at the rate of [*]per hour.
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
EXHIBIT D - AUTHORIZED MANUFACTURING PARTNER
This Exhibit contains the complete list of Authorized Manufacturing Partners
designated by Handspring according to this Agreement:
Company: Solectron (de Mexico)
Address: Prol. Av. Lopez Mateos Sur No 2915
Tlajomulco de Zuniga, Jalisco, Mexico
Contact: Name: Manuel Ochoa
Phone: 011-52333-818-4200
Fax: 011-52333-818-5234
E-mail: manuelochoa@slr.com
<PAGE>
HANDSPRING ROBIN PROGRAM
STATEMENT OF WORK (SOW)
V0.7 AUGUST 22, 2002
[*]
* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this
filing and filed separately with the Securities and Exchange Commission.