Exhibit 10.2
Geoworks
Licensing Agreement Amendment
This Licensing Agreement Amendment is hereby entered into between Geoworks
Corporation, a Delaware corporation, having a principle place of business at
0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 XXX (hereinafter Geoworks),
and Science Applications International Corporation (SAIC) a Delaware
corporation, having a principle place of business at 00000 Xxxxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000 (hereinafter SAIC) (individually, a Party and collectively,
the Parties):
A. This Amendment is effective as of the date the last Party executes it
("Effective Date").
B. The Parties acknowledge that Geoworks has fulfilled all of its obligations
under Statement of Work Number 1 and has no current maintenance or consulting
obligations.
C. Geoworks agrees to deliver to SAIC the source code for the software
components set forth on Exhibit A no later than the Effective Date. The parties
agree that all such source code shall be subject to the rights and licenses
applicable to Software contained in the Licensing Agreement, including any
modifications to the Licensing Agreement set forth herein.
D. In accordance with paragraph 14.9 of the Licensing Agreement between the
Parties and effective October 24, 2001, the Parties hereby agree to amend the
Licensing Agreement as follows:
1. Revise paragraph 1.18 as follows:
"Software" collectively means Geoworks object code, machine-executable
versions, and source code of the following computer programs....
1. Add paragraph 1.26 as follows:
"Derivative Work." A work that is based upon the Software, such as a
revision, modification, translation, abridgement, condensation, expansion,
or any other form in which a preexisting work may be recast, transformed,
or adapted, and that, if prepared without the authorization of Geoworks,
would constitute an infringement of copyright.
2. Add paragraph 2.1 (f) as follows:
(f) use the Software to create Derivative Works by or for SAIC and solely
for the purpose of creating Bug Fixes, Error Corrections, Updates and
Enhancements.
3. Revise paragraph 3.2 "Reports" to include:
4) The Report will also include the delivery of any Derivative Works
created by or on behalf of SAIC during that quarter.
4. Revise paragraph 4.3 "Support to Authorized Users" as follows:
SAIC will provide Authorized Users with Tier One, Tier Two and Tier Three
Support and with any SAIC Support Services. SAIC shall not direct any
Authorized User to contact Geoworks for Tier One, Tier Two, Tier Three
Support or SAIC Support Services, nor for any support services that are
not specified hereunder as Geoworks Support Services or specified to be
provided by Geoworks in an executed Statement of Work.
5. Delete paragraph 5.2.1and replace it with paragraph 5.2.3. Nothing in this
Amendment shall be deemed to require Geoworks to accept any Statement of
Work.
6. Revise paragraph 6.1 "Consideration" as follows:
Except as provided in the final sentence of this paragraph, SAIC will pay
Geoworks the Fees in the amounts and in the timeframes specified in an
executed Statement of Work for all Software, Geoworks Support Services,
Maintenance Support and any Demand Services provided for by this Agreement
and an executed Statement of Work (collectively the "Fees"). Geoworks
shall have sole discretion and authority to change the License Fee and or
Maintenance Support Fee with ninety (90) calendar days written notice.
Commencing as of the Effective Date, SAIC will pay all Fees otherwise due
to Geoworks in accordance with the first sentence of this paragraph
directly to Telcordia Technologies, Inc. (a wholly owned subsidiary of
SAIC).
7. Add paragraph 7.1.1 as follows:
As between SAIC and Geoworks, SAIC owns and shall retain ownership of all
Intellectual Property Rights in and to those portions of any Derivative
Works created by or for SAIC that are incremental to the Software. SAIC
agrees to grant and hereby does grant to Geoworks a transferable,
sublicensable, perpetual, irrevocable, royalty-free, nonexclusive, license
in and to any SAIC-created Derivative Works. Furthermore, SAIC waives any
claims that it might have against Geoworks, its licensees and any
successors in interest to the Software that use of any Derivative Works
created by or for SAIC and delivered to Geoworks under this Agreement
infringes any intellectual property rights of SAIC.
8. Revise paragraph 9.2 "Disclaimer of Warranty" as follows:
Except as provided in Section 9.1, or as expressly stated and labeled as a
warranty in an executed Statement of Work, THE SOFTWARE, SERVICES,
DOCUMENTATION RELATED MATERIALS, AND DERIVATIVE WORKS ARE PROVIDED "AS IS"
AND BOTH PARTIES DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SOFTWARE, SERVICES, DOCUMENTATION AND RELATED
MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF DESIGN,
MECHANTABILITY OR FITNESS FOR A PARTICUALR PUPOSE, WARRANTIES ARISING FROM
A COURSE OF DEALING, USEAGE OR TRADE PRACTICE. THE SOFTWARE AND DERIVATIVE
WORKS ARE NOT ERROR FREE AND MAY NOT PERFORM TO THE OTHER PARTY'S
REQUIREMENTS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE RELIED ON NO
WARANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.
9. Revise paragraph 11 "Limitation of Liability" by adding the following
sentence at the end:
DESPITE THE FOREGOING, IN NO EVENT WILL GEOWORKS' LIABILITY UNDER SECTION
10.2 HEREOF FOR SOFTWARE INSTALLED BY SAIC AFTER THE EFFECTIVE DATE EXCEED
THE FEES PAID BY SAIC IN ACCORDANCE WITH THIS LICENSE AGREEMENT AFTER THE
EFFECTIVE DATE.
10. Revise paragraph 12.1 "Term" as follows:
The term of this Agreement shall begin as of the Effective date and shall
continue until terminated in accordance with the terms contained herein.
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11. Revise paragraph 12.2 "Termination for Cause" as follows:
Either Party may terminate this Agreement immediately (i) should any
Software, Documentation, Related Materials or Derivative Works become, or
in such Party's opinion be likely to become, the subject of a claim of
infringement or a third party's Intellectual Property Rights; or (ii) in
the event the other Party materially breaches this Agreement or takes any
action in derogation of the terminating Party's rights to its Confidential
Information licensed under this Agreement.
12. Delete paragraph 12.3 "Termination for Convenience" in its entirety.
13. Add paragraph 14.11 " Employment Solicitation" as follows:
SAIC has the right to solicit and offer employment to former employees of
Geoworks having familiarity with the Software.
14. Add paragraph 14.12 "Release" as follows:
SAIC, on behalf of itself and its Representatives (collectively
"Releasor"), and Geoworks, on behalf of itself and its Representatives
(collectively "Releasee"), and each of them, hereby acknowledge that they
are familiar with Section 1542 of the Civil Code of the State of
California, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Moreover, Releasor and Releasee specifically hereby waive and relinquish
all rights and benefits they have or may have under Section 1542 of the
California Civil Code or the law of any other state or jurisdiction to the
same or similar effect. The parties further hereby waive any claim that
they have been fraudulently induced, "economically coerced," or otherwise
coerced or wrongfully induced into entering into this Agreement.
In accordance with the immediately preceding sentences, Releasor hereby
releases Releasee from all claims, losses, liability and expense
(including attorneys' and experts' charges) that accrued under the
Licensing Agreement prior to the Effective Date, whether known or unknown
(collectively "Claims"). This release does not abridge Releasor's rights
as a shareholder in Releasee
SIGNATURES
Geoworks SAIC
/s/ Xxxxx Xxxxxxxx /s/ Xxxx Xxxxxxx
------------------------------------- ----------------------------------
Signature Signature
Xxxxx Xxxxxxxx Xxxx Xxxxxxx
------------------------------------- ----------------------------------
Print Name
President and Chief Executive Officer Sr. Subcontract Administrator
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Title Title
August 23, 2002 8-7-02
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Date Date
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EXHIBIT A
Source Code to be Delivered to SAIC by Geoworks
AirBoss Server Software
ABINET API
ABMAT API
AB Microbrowser
AirBrowse
Wireless Field Access
AirBoss Client Software
Windows CE
Pocket PC 3.0
RIM Pager 850/857, 950/957
Symbol MG+
Palm OS 3.3, 3.5
Windows 98/NT/2000
AirBoss Software Development Kit
ABMAT
ABINet
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