Common use of Compatibility Testing Clause in Contracts

Compatibility Testing. (i) Prior to the release of each of the Licensee Products and for each Update, Upgrade and New Version of a respective PS Licensed Product that Licensee may embed into Licensee Products (each a “Test Product”), Licensee shall submit the Test Product at its expense to any of PalmSource’s approved independent compatibility testing labs or, at PalmSource’s sole option, to PalmSource (collectively, an “Approved Testing Lab”) for compatibility testing in accordance with the test criteria attached hereto as Exhibit B, as may be changed as set forth below (the “Test Criteria”). If the Approved Testing Lab rejects the Test Product because of a nonconformance with the Test Criteria, then such testing lab will provide Licensee and PalmSource a detailed written statement of the reasons for such rejection (“Statement of Errors”). Upon receipt of the Statement of Errors, Licensee shall use reasonable efforts to modify the Test Product to conform to the Test Criteria. Licensee shall then resubmit the Test Product to an Approved Testing Lab for further testing. Licensee and the Approved Testing Lab shall repeat the foregoing procedures as needed. Subject to Section 2.3(a)(ii) below, the parties acknowledge that the contents of the Test Criteria may need to be changed from time to time if new functionality is added to the PS Licensed Products. PalmSource shall use its reasonable discretion in determining new Test Criteria for such PS Licensed Products with such new functionality and will apply at least the same new Test Criteria to its internal customers and to Licensee and its other licensees of the respective version of PS Licensed Product, provided that PalmSource may change the Test Criteria in its sole discretion in response to Modifications by Licensee under Section 2.9 (Source Code), as set forth in Section 2.3(a)(iii) below. The Test Criteria for Licensee will not be changed to restrict separate and distinct industrial design features of Licensee Products which are independent of the PS Licensed Products. Licensee acknowledges that PalmSource may have additional test criteria for other licensees. If PalmSource acts as the Approved Testing Lab for a particular Test Product hereunder, PalmSource will provide Licensee with the respective Statement of Errors within two (2) weeks of the date on which the Test Product is properly submitted for testing. Errors in the PS Test Harness which cause a conforming Test Product to be identified as non-conforming in a Statement of Errors will be disregarded in determining whether the Test Product meets the Test Criteria. (ii) At the time of delivery of each Alpha Release, PalmSource shall provide Licensee with a copy of the Test Criteria to be used for compatibility testing for that version of PS Licensed Product and PalmSource shall not further modify the Test Criteria for that release, except as reasonably necessary to specify additional Test Criteria for new functionality or error corrections included in that version between Alpha Release and Beta Release. At the time of delivery of each Beta Release, PalmSource shall provide Licensee with a copy of the PS Test Harness to be used for compatibility testing for that version of the PS Licensed Product, PalmSource shall not modify the Test Criteria for that version after Beta Release except as reasonably necessary to specify Test Criteria for error corrections that are made to that version of the PS Licensed Product. Notwithstanding the provision of any Alpha Release or Beta Release, Licensee shall not commercially release or distribute any PS Licensed Product until PalmSource provides the GM Release. The respective Licensee Product must be submitted for testing with the GM Release and only that version may be distributed once compatibility certification is obtained pursuant to subsection (a)(i) above. This subsection (a)(ii) only applies to unmodified PS Licensed Products for which PalmSource has established Test Criteria or versions that include approved Modifications for which PalmSource has provided Test Criteria under subsection (a)(iii) prior to Alpha Release. If PalmSource establishes substantially new or different Test Criteria for a New Version of a PS Licensed Product, PalmSource will provide Licensee with an opportunity to provide comments and will consider any comments provided by Licensee in good faith . It is understood that Palm OS version 6.0 is not intended to be a commercial release version and that this Section 2.3(a)(ii) does not apply to Palm OS version 6.0; however, Palm OS version 6.0.1 is expected to be a commercial release version. (iii) Licensee may request approval to release a version of a PS Licensed Product that includes Modifications made by Licensee under Section 2.9 (Source Code). PalmSource retains sole discretion over whether Modifications may be released and may change the Test Criteria in its sole discretion in response to Modifications by Licensee under Section 2.9 (Source Code), even if PalmSource has previously made other Test Criteria available for the same GM Release or makes different Test Criteria available for other licensees who do not make such Modification. However, the parties agree to reasonably cooperate early in the development process to determine whether Modifications may be released and to determine the Test Criteria that will apply to such Modifications. Licensee will use diligent efforts to promptly provide PalmSource with the information in writing required for PalmSource to evaluate and understand the Modifications. Without limiting PalmSource’s discretion as set forth in this Section 2.3(a), PalmSource will use diligent efforts to promptly respond to Licensee in writing regarding whether the Modifications may be released and the Test Criteria that will apply to Modifications that may be released. PalmSource may designate an authorized contact person as the sole person authorized to provide such approvals and Test Criteria. Upon PalmSource’s establishment of Test Criteria for a version that includes approved Modifications, PalmSource will follow the procedure set forth in subsection (a)(ii) for that version. If Licensee makes Modifications without such approval, it is understood that release of Licensee Products may be delayed and further Modifications may be required as a result of the changes to the Test Criteria and release requirements, in PalmSource’s sole discretion. This Section 2.3(a)(iii) does not apply to error corrections made to Released Code under Section 2.9(b)(i)(1) or Patches made under Section 10.8(a)(iii). Rather, the terms set forth in Sections 2.3(a)(i) and 2.3(a)(ii) will apply to such error corrections or Patches. (iv) It is understood that the use of Unexposed System APIs is not intended to be permitted, but that the Test Criteria may not identify the use of all Unexposed System APIs. Licensee will use reasonable efforts to avoid the use of Unexposed System APIs; however, Licensee will not be required to withdraw Licensee Products that are released in accordance with the Test Criteria. If the use of an Unexposed System API is identified, Licensee will use reasonable efforts to discontinue the use of such Unexposed System API with the objective of discontinuing such use within the next planned major revision cycle of the respective Licensee Product.

Compatibility Testing. (i) Prior to the release of each of the Licensee Products and for each Update, Upgrade and New Version of a respective PS Licensed Product that Licensee may embed into Licensee Products (each a “Test Product”), Licensee shall submit the Test Product at its expense to any of PalmSource’s approved independent compatibility testing labs or, at PalmSource’s sole option, to PalmSource (collectively, an “Approved Testing Lab”) for compatibility testing in accordance with the test criteria attached hereto as Exhibit B, as may be changed as set forth below (the “Test Criteria”). If the Approved Testing Lab rejects the Test Product because of a nonconformance with the Test Criteria, then such testing lab will provide Licensee and PalmSource a detailed written statement of the reasons for such rejection (“Statement of Errors”). Upon receipt of the Statement of Errors, Licensee shall use reasonable efforts to modify the Test Product to conform to the Test Criteria. Licensee shall then resubmit the Test Product to an Approved Testing Lab for further testing. Licensee and the Approved Testing Lab shall repeat the foregoing procedures as needed. Subject to Section 2.3(a)(ii) below, the parties acknowledge that the contents of the Test Criteria may need to be changed from time to time if new functionality is added to the PS Licensed Products. PalmSource shall use its reasonable discretion in determining new Test Criteria for such PS Licensed Products with such new functionality and will apply at least the same new Test Criteria to its internal customers and to Licensee and its other licensees of the respective version of PS Licensed Product, provided that PalmSource may change the Test Criteria in its sole discretion in response to Modifications by Licensee under Section 2.9 (Source Code), as set forth in Section 2.3(a)(iii) below. The Test Criteria for Licensee will not be changed to restrict separate and distinct industrial design features of Licensee Products which are independent of the PS Licensed Products. Licensee acknowledges that PalmSource may have additional test criteria for other licensees. If PalmSource acts as the Approved Testing Lab for a particular Test Product hereunder, PalmSource will provide Licensee with the respective Statement of Errors within two (2) weeks of the date on which the Test Product is properly submitted for testing. Errors in the PS Test Harness which cause a conforming Test Product to be identified as non-conforming in a Statement of Errors will be disregarded in determining whether the Test Product meets the Test Criteria. (ii) At the time of delivery of each Alpha Release, PalmSource shall provide Licensee with a copy of the Test Criteria to be used for compatibility testing for that version of PS Licensed Product and PalmSource shall not further modify the Test Criteria for that release, except as reasonably necessary to specify additional Test Criteria for new functionality or error corrections included in that version between Alpha Release and Beta Release. At the time of delivery of each Beta Release, PalmSource shall provide Licensee with a copy of the PS Test Harness to be used for compatibility testing for that version of the PS Licensed Product, PalmSource shall not modify the Test Criteria for that version after Beta Release except as reasonably necessary to specify Test Criteria for error corrections that are made to that version of the PS Licensed Product. Notwithstanding the provision of any Alpha Release or Beta Release, Licensee shall not commercially release or distribute any PS Licensed Product until PalmSource provides the GM Release. The respective Licensee Product must be submitted for testing with the GM Release and only that version may be distributed once compatibility certification is obtained pursuant to subsection (a)(i) above. This subsection (a)(ii) only applies to unmodified PS Licensed Products for which PalmSource has established Test Criteria or versions that include approved Modifications for which PalmSource has provided Test Criteria under subsection (a)(iii) prior to Alpha Release. If PalmSource establishes substantially new or different Test Criteria for a New Version of a PS Licensed Product, PalmSource will provide Licensee with an opportunity to provide comments and will consider any comments provided by Licensee in good faith . It is understood that Palm OS version 6.0 is not intended to be a commercial release version and that this Section 2.3(a)(ii) does not apply to Palm OS version 6.0; however, Palm OS version 6.0.1 is expected to be a commercial release versionfaith.[**] (iii) Licensee may request approval to release a version of a PS Licensed Product that includes Modifications made by Licensee under Section 2.9 (Source Code). PalmSource retains sole discretion over whether Modifications may be released and may change the Test Criteria in its sole discretion in response to Modifications by Licensee under Section 2.9 [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (Source Code), even if PalmSource has previously made other Test Criteria available for the same GM Release or makes different Test Criteria available for other licensees who do not make such Modification. However, the parties agree to reasonably cooperate early in the development process to determine whether Modifications may be released and to determine the Test Criteria that will apply to such Modifications. Licensee will use diligent efforts to promptly provide PalmSource with the information in writing required for PalmSource to evaluate and understand the Modifications. Without limiting PalmSource’s discretion as set forth in this Section 2.3(a), PalmSource will use diligent efforts to promptly respond to Licensee in writing regarding whether the Modifications may be released and the Test Criteria that will apply to Modifications that may be released. PalmSource may designate an authorized contact person as the sole person authorized to provide such approvals and Test Criteria. Upon PalmSource’s establishment of Test Criteria for a version that includes approved Modifications, PalmSource will follow the procedure set forth in subsection (a)(ii) for that version. If Licensee makes Modifications without such approval, it is understood that release of Licensee Products may be delayed and further Modifications may be required as a result of the changes to the Test Criteria and release requirements, in PalmSource’s sole discretion. This Section 2.3(a)(iii) does not apply to error corrections made to Released Code under Section 2.9(b)(i)(1) or Patches made under Section 10.8(a)(iii). Rather, the terms set forth in Sections 2.3(a)(i) and 2.3(a)(ii) will apply to such error corrections or Patches. (iv) It is understood that the use of Unexposed System APIs is not intended to be permitted, but that the Test Criteria may not identify the use of all Unexposed System APIs. Licensee will use reasonable efforts to avoid the use of Unexposed System APIs; however, Licensee will not be required to withdraw Licensee Products that are released in accordance with the Test Criteria. If the use of an Unexposed System API is identified, Licensee will use reasonable efforts to discontinue the use of such Unexposed System API with the objective of discontinuing such use within the next planned major revision cycle of the respective Licensee Product.

Compatibility Testing. (i) Prior to the release of each of the Licensee Products and for each Update, Upgrade and New Version of a respective PS Licensed Product that Licensee may embed into or bundle with Licensee Products (each a “Test Product”), Licensee shall submit the Test Product at its expense to any of PalmSource’s approved independent compatibility testing labs or, at PalmSource’s sole option, to PalmSource (collectively, an “Approved Testing Lab”) for compatibility testing in accordance with the test criteria attached hereto as Exhibit B, as may be changed delivered as set forth below in Section 2.3(a)(ii) (the “Test Criteria”). If the Approved Testing Lab rejects the Test Product because of a nonconformance with the Test Criteria, then such testing lab will provide Licensee and PalmSource a detailed written statement of the reasons for such rejection (“Statement of Errors”). Upon receipt of the Statement of Errors, Licensee shall use reasonable efforts to modify the Test Product to conform to the Test Criteria. Licensee shall then resubmit the Test Product to an Approved Testing Lab for further testing. Licensee and the Approved Testing Lab shall repeat the foregoing procedures as needed. Subject to Section 2.3(a)(ii) below, the parties acknowledge that the contents of the Test Criteria may need to be changed from time to time if new functionality is added to the PS Licensed Products. PalmSource shall use its reasonable discretion in determining new Test Criteria for such PS Licensed Products with such new functionality and will apply at least the same new Test Criteria to its internal customers and to Licensee and its other licensees of the respective version of PS Licensed Product; provided, provided however, that PalmSource may change the Test Criteria in its sole and reasonable discretion in response upon no less than ninety (90) days’ written notice (or such shorter period as necessary to Modifications by Licensee under Section 2.9 (Source Codeaccommodate an ordinary development cycle), as subject to the restrictions on changes set forth in Section 2.3(a)(iii) belowhereof. The Test Criteria for Licensee will not be changed to restrict separate and distinct industrial design features of Licensee Products which are independent of the PS Licensed Products. Licensee acknowledges that PalmSource may have additional test criteria for other licensees. If PalmSource acts as the Approved Testing Lab for a particular Test Product hereunder, PalmSource will provide Licensee with the respective Statement of Errors within two (2) weeks of the date on which the Test Product is properly submitted for testing. Errors in the PS Test Harness which cause a conforming Test Product to be identified as non-conforming in a Statement of Errors will be disregarded in determining whether the Test Product meets the Test Criteria. From time to time, PalmSource may in its sole discretion grant Licensee an exception to the requirement that a Test Product conform to the relevant Test Criteria prior to release by Licensee of such Test Product, which exception shall be stated in writing. Licensee acknowledges and agrees that (A) any such exception shall apply only with respect to the relevant Test Product and (B) Licensee shall, within the time period specified by PalmSource in its sole discretion at the time of granting such exception (which time period shall be specified by PalmSource after consulting with Licensee), modify such Test Product to make it conform to the Test Criteria. (ii) At the time of delivery of each Alpha Release, PalmSource shall provide Licensee with a copy of the Test Criteria to be used for compatibility testing for that version of PS Licensed Product and PalmSource shall not further modify the Test Criteria for that release, except as reasonably necessary to specify additional Test Criteria for new functionality or error corrections included in that version between Alpha Release and Beta Release. At the time of delivery of each Beta Release, PalmSource shall provide Licensee with a copy of the PS Test Harness to be used for compatibility testing for that version of the PS Licensed Product, . PalmSource shall not modify the Test Criteria for that version after Beta Release except as reasonably necessary to specify Test Criteria for error corrections that are made to that version of the PS Licensed Product. Notwithstanding the provision of any Alpha Release or Beta Release, Licensee shall not commercially release or distribute any PS Licensed Product until PalmSource provides the GM Release. The respective Licensee Product must be submitted for testing with the GM Release and only that version of the License Product containing the GM Release may be distributed once compatibility certification is obtained pursuant to subsection (a)(i) above. This subsection (a)(ii) only applies to unmodified PS Licensed Products for which PalmSource has established Test Criteria or versions that include approved Modifications for which PalmSource has provided Test Criteria under subsection (a)(iii) prior to Alpha ReleaseCriteria. If PalmSource establishes substantially new or different Test Criteria for a New Version of a PS Licensed Product, PalmSource will provide Licensee with an opportunity to provide comments and will consider any comments provided by Licensee in good faith faith. It is understood that Palm OS version 6.0 is not intended to be a commercial release version and that this Section 2.3(a)(ii) does not apply to Palm OS version 6.0; however, Palm OS version 6.0.1 is expected to be was a commercial release version. (iii) Licensee may request approval to release a version of a PS Licensed Product that includes Modifications made by Licensee under Section 2.9 (Source Code). PalmSource retains sole discretion over whether Modifications may be released and may change the Test Criteria in its sole discretion in response to Modifications by Licensee under Section 2.9 (Source Code), even if PalmSource has previously made other Test Criteria available for the same GM Release or makes different Test Criteria available for other licensees who do not make such Modification. However, the parties agree to reasonably cooperate early in the development process to determine whether Modifications may be released and to determine the Test Criteria that will apply to such Modifications. Licensee will use diligent efforts to promptly provide PalmSource with the information in writing required for PalmSource to evaluate and understand the Modifications. Without limiting PalmSource’s discretion as set forth in this Section 2.3(a), PalmSource will use diligent efforts to promptly respond to Licensee in writing regarding whether the Modifications may be released and the Test Criteria that will apply to Modifications that may be released. PalmSource may designate an authorized contact person as the sole person authorized to provide such approvals and Test Criteria. Upon PalmSource’s establishment of Test Criteria for a version that includes approved Modifications, PalmSource will follow the procedure set forth in subsection (a)(ii) for that version. If Licensee makes Modifications without such approval, it is understood that release of Licensee Products may be delayed and further Modifications may be required as a result of the changes to the Test Criteria and release requirements, in PalmSource’s sole discretion. This Section 2.3(a)(iii) does not apply to error corrections made to Released Code under Section 2.9(b)(i)(1) or Patches made under Section 10.8(a)(iii). Rather, the terms set forth in Sections 2.3(a)(i) and 2.3(a)(ii) will apply to such error corrections or Patches. (iv) It is understood that the use of Unexposed System APIs is not intended to be permitted, but that the Test Criteria may not identify the use of all Unexposed System APIs. Licensee will use reasonable efforts to avoid the use of Unexposed System APIs; however, Licensee will not be required to withdraw Licensee Products that are released in accordance with the Test Criteria. If the use of an Unexposed System API is identified, Licensee will use reasonable efforts to discontinue the use of such Unexposed System API with the objective of discontinuing such use within the next planned major revision cycle of the respective Licensee Product.