EXHIBIT 10.1
AMENDMENT NUMBER ONE TO
DEVELOPMENT AND LICENSE AGREEMENT
BY AND BETWEEN
GENERAL MAGIC, INC.
AND
GENERAL MOTORS CORPORATION
THIS AMENDMENT NUMBER ONE (the "Amendment") is made effective as of
August 1, 2001 (the "First Amendment Date") to the Development and License
Agreement effective November 9, 1999 (the "Agreement") by and between GENERAL
MAGIC, INC., a Delaware corporation having a principal place of business at 000
Xxxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Magic") and GENERAL MOTORS
CORPORATION, by and through its OnStar subsidiary, a Delaware corporation having
a principal place of business at 0000 Xxxxxxxxxx Xxxxxxx, Xxxx, Xxxxxxxx 00000
("GM"). Any terms not defined herein shall have the same meaning as those terms
are defined in the Agreement.
BACKGROUND
A. Magic and GM have entered into the Agreement; and
B. GM now desires to receive from Magic, and Magic desires to provide to
GM, certain services to develop and implement mutually agreed upon enhancements
and features for the OnStar Service, and to continue to support the OnStar
Service, on the terms and conditions of the Agreement, as amended by this
Amendment.
Magic and GM hereby amend the Agreement as follows:
AMENDMENT
1. Add the following as Section 1.32 to Section 1 (Definitions):
1.32. "SERVICES ADDENDUM" means a written document, executed by
both parties, and issued under Section 2.7 of this Agreement.
2. Replace Section 2.7 (Custom Features) with the following:
2.7. GM DEVELOPMENT REQUESTS AND IMPLEMENTATION. GM may from time
to time request that Magic make available to GM certain personnel and
other resources to develop certain Custom Features for the OnStar
Service and perform other mutually agreed upon work efforts. If Magic
agrees to undertake such efforts, it will notify GM of the personnel
required and the possible costs involved. If GM desires to proceed with
such efforts, then GM and Magic will prepare a Services Addendum that
describes the services to be performed, resources to be made available
to GM by Magic, the payment
1.
terms for such services, and any other important provisions, all of
which must be mutually agreed upon and approved in writing by GM and
Magic and set forth in such Services Addendum. Magic will not be
obligated to provide any services hereunder until the Services Addendum
has been executed by GM and Magic.
Except as modified by this Amendment, the provisions of the Agreement
shall remain unchanged and in full force and effect. If there are any conflicts
or inconsistencies between the provisions of the Agreement and this Amendment,
then the provisions of this Amendment shall prevail and control.
IN WITNESS WHEREOF, GM and Magic have executed this Amendment to become
effective as of the First Amendment Date.
GENERAL MOTORS CORPORATION GENERAL MAGIC, INC.
By: /s/ Xxx Xxxxxx By: X.X. Xxxxxx
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Name: Xxx Xxxxxx Name: X.X. Xxxxxx
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Title: VP--Virtual Advisor Title: President & CEO
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Date: 7/31/01 Date: 7/31/01
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2.
