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EXHIBIT 10.1
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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AMENDMENT ONE
TO THE
MINI-OSS SOFTWARE LICENSE, DEVELOPMENT
AND DISTRIBUTION AGREEMENT
BY AND BETWEEN
DORADO SOFTWARE, INC.
AND
ACCELERATED NETWORKS, INC.
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Amendment One to the
miniOSS Software License, Development and Distribution Agreement
This is Amendment One ("Amendment") to the miniOSS Software License, Development
and Distribution Agreement (Agreement), dated July 1, 2000 between Dorado
Software, Inc. ("Dorado") and Accelerated Networks, Inc. ("Accelerated").
The parties agree as follows:
I. Dorado and Accelerated agree that Phase I of the original Agreement was
completed on or before [***]. Dorado has already invoiced the final Phase
I payment under the Agreement of $[***]. In addition, Dorado shall invoice
Accelerated $[***] for additional services performed under Change Order #1,
attached hereto as Exhibit A, that were completed during Phase I. Both
invoices shall be due on [***].
II. Upon execution of the Amendment, Dorado shall immediately credit
Accelerated $[***] corresponding to invoice number #166 for the Phase II
design review under the Agreement.
III. Phase II of the Agreement shall be modified as set forth in this Amendment.
The modified Phase II statement of work and the product specification in
Exhibit B sets forth the functional requirements for Phase II of the Access
Pilot 4.0 ("AP4.0") system and shall replace and supercede in its entirety
the statement of work contained in the Agreement for Phase II. The program
plan and project schedule for AP4.0 shall be as set forth in Exhibit C and
shall replace and supercede the schedule of the Agreement as it relates to
Phase II.
IV. The total price for Dorado's Phase II services as defined in this Amendment
shall be adjusted to $[***], corresponding to the original Phase II price
of $[***] under the Agreement, plus $[***] for the Phase II change in scope
identified in Change Order #1, plus an additional $[***] for the added
scope of AP4.0. [***] of the revised Phase II price, equal to $[***], shall
be payable in five equal monthly installments of $[***], to be invoiced at
the end of each month from February through June for work performed that
month. [***] of the total price, equal to [***], shall be invoiced at the
end of DVT testing (as defined in Exhibit C), and the final [***] of the
total price, equal to $[***], shall be invoiced upon final acceptance
signed by ANI based on the revised specification and acceptance testing
requirements mutually agreed upon by the parties and attached hereto in
Exhibits B and C. The table below summarizes the revised pricing and
payment schedule of the Amendment.
PAYMENT AMOUNT INVOICE DATE TERMS
------- ------ ------------ -----
PHASE I:
[*** ]
[*** ]
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*** Confidential treatment is requested for certain redacted provisions of this
agreement The redacted provisions are identified by three asterisks,
enclosed by brackets and underlined. The confidential provisions have been
filed separately with the Securities and Exchange Commission.
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Amendment One
Dorado Software and Accelerated Networks
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PAYMENT AMOUNT INVOICE DATE TERMS
------- ------ ------------ -----
PHASE II
[*** ]
[*** ]
[*** ]
[*** ]
[*** ]
[*** ]
[*** ]
PHASE II TOTAL [***].
---
V. or the consideration embodied in the Amendment, Dorado and Accelerated
further agree to the following points.
1) Accelerated shall be responsible for the IMA (Inverse Multiplexing over
ATM) development task in its entirety (with advice and support from Dorado).
2) The Security Features identified in the AP4.0 specification will be
eliminated. Instead, Dorado will provide planned enhancements to the Oware and
RedCell Security under Dorado's scheduled product rollout(s) and at no
additional charge to Accelerated.
3) The Performance and Health Monitoring requirements will be eliminated
from the AP4.0 specification. Instead, Dorado will provide planned enhancements
to RedCell Performance under Dorado's scheduled product rollout(s) and at no
additional charge to Accelerated.
4) Dorado's post-DVT support obligations will be capped at [***] total hours
[***] for the period of July and August, 2001. Accelerated shall pay time and
materials for support beyond this level.
5) Accelerated will receive a perpetual license to use the Provisioning
Transaction Engine (PTE) as it is embodied in the AP4.0 deliverables. Dorado
will retain all ownership rights to the code.
6) Accelerated shall grant to Dorado the license to use, modify and
distribute the interfaces to Accelerated equipment developed for Access Pilot,
under terms and conditions and at a royalty rate to be mutually negotiated
between Dorado and Accelerated.
7) The Accelerated equipment provided to Dorado under the Access Pilot
project will remain on permanent loan to be displayed in Dorado's integration
lab in Folsom, California.
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*** Confidential treatment is requested for certain redacted provisions of this
agreement The redacted provisions are identified by three asterisks,
enclosed by brackets and underlined. The confidential provisions have been
filed separately with the Securities and Exchange Commission.
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Amendment One
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VI. Miscellaneous Provisions
1) Except as expressly amended hereby, the terms and provisions of the
Agreement shall be unchanged and shall remain in full force and effect. In the
event of conflict between the Amendment and the Agreement, the terms of the
Amendment shall be controlling.
2) This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original but all of which taken together shall
constitute one and the same instrument.
3) This Amendment shall be governed by and construed under the laws of the
State of California, without regard to conflict of law principles.
4) Add the following sentences at the end of paragraph 14.1: "The parties
agree that in the event Customer determines to discontinue development of the
Customer Solution Blade or other Customer specific software development that may
be added to this Agreement from time to time, Customer will give Dorado
two-weeks written notice to terminate work. Dorado upon notice will immediately
stop work and bring the work in progress to a point that it can be transferred
to customer including all necessary documentation. Customer and Dorado will work
together to accomplish this task. Dorado will submit a final invoice for work to
date through date of termination including the two week notice period. Dorado
will provide any reasonable support documentation necessary for Customer's
review relative to the final invoice."
5) Change the address of Dorado in the opening paragraph of the Agreement to
00 Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xx. 00000
IN WITNESS WHEREOF, each party has executed this Amendment by a duly authorized
representative. The parties acknowledge that they have read, understood and
agreed to the terms of this Amendment.
ACCELERATED NETWORK, INC. DORADO SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
---------------------- ------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
Title: Director of Contracts Title: Vice President, Finance
Date: 4/17/01 Date: 4/18/01
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Amendment One
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EXHIBIT A
CHANGE ORDER #1
Adding of Story Boards for Phase I and modification of the specifications and
deliverables for Phase II as more particularly identified in Exhibits B & C to
this Amendment.
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EXHIBIT B
STATEMENT OF WORK AND FUNCTIONAL SPECIFICATION
The following documents are the Statement of Work and Functional Specification
which are a part of the Amendment and incorporated by reference as though fully
set forth herein:
1. Statement of Work for Phase 2: of Access Pilot 4.0 dated March 15, 2001,
Revision 1.7.
2. Functional Specification AccessPilot Next Generation (APNG) dated 6
February 2001, Rev 1.9.
[***]
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*** Confidential treatment is requested for certain redacted provisions of this
agreement The redacted provisions are identified by three asterisks,
enclosed by brackets and underlined. The confidential provisions have been
filed separately with the Securities and Exchange Commission.
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Amendment One
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EXHIBIT C
PROGRAM PLAN AND PROJECT SCHEDULE
The following documents are the Program Plan and the Project Schedule which are
a part of this Amendment and incorporated by reference herein as though fully
set forth herein:
1. AP40 (Access Pilot 4.0) Phase 2 Program Plan dated: March 6, 2001, Rev
1.4
2. Project Schedule - Phase 2_3-15-2001- Version 1 (APNG Milestones and APNG
Phase 2).
[***]
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*** Confidential treatment is requested for certain redacted provisions of this
agreement The redacted provisions are identified by three asterisks,
enclosed by brackets and underlined. The confidential provisions have been
filed separately with the Securities and Exchange Commission.
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