EX-10.20 24 dex1020.htm MASTER MANUFACTURING AND DSISTRIBUTION AGREEMENT MASTER MANUFACTURING AND DISTRIBUTION AGREEMENT
Exhibit 10.20
MASTER MANUFACTURING AND DISTRIBUTION AGREEMENT
This MASTER MANUFACTURING AND DISTRIBUTION AGREEMENT (“Agreement”) is entered into as of April 28, 2004 (the “Effective Date”) by and between DANGER, INC., a Delaware corporation, having its principal place of business at 0000 Xxxx Xxxx., Xxxx Xxxx, Xxxxxxxxxx 00000, XXX (“Danger”), and SHARP CORPORATION, a corporation organized under the laws of Japan, having its principal place of business at 00-00 Xxxxxxx-xxx, Xxxxx-xx, Xxxxx 000-0000, Xxxxx (“Sharp”). Danger and Sharp may hereafter be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
1. DEFINITIONS. The capitalized terms set forth below shall be defined as follows:
1.1 “Affiliate” means any person or entity controlling, controlled by or under common control with, a Party to this Agreement, such control being exercised through the ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting power of the shares entitled to vote for the election of directors or other governing authority of such entity as of the date of this Agreement or hereafter, provided that such person or entity shall be considered an Affiliate of that Party only during the time such ownership or control exists.
1.2 “Approved Carriers” means wireless network operators that Sharp (or its Affiliates or authorized distributors) and Danger agree in writing are authorized to purchase Products from Sharp, its Affiliates or its authorized distributors for distribution to End Users. The Parties agree that the following companies and their Affiliates are
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Approved Carriers: [ * ]. The Parties acknowledge that Products may not be sold into every country in which an Approved Carrier operates. The specific countries will be determined by Sharp’s, its Affiliates’ or its authorized distributors’ arrangements with Approved Carriers and the availability of reverse logistics services in a particular country.
1.3 “Business Day” shall mean a day during the regular work week (Monday through Friday) that is not a national holiday or a company holiday in the United States (in the case of Danger) or Japan (in the case of Sharp).
1.4 “Carrier Customers” means Approved Carriers who enter into written agreements to purchase Products from Sharp, its Affiliates or authorized distributors and the Danger Service Software from Danger.
1.5 “Certified Product Design” means a Product Design that has been approved by the Parties (in order to confirm compatibility with the Danger Software) for Products to be manufactured by Sharp.
1.6 “Danger Design Technology” means, collectively, the Reference Designs, product designs, and any other design specifications (including both hardware and software specifications), or design or technical information provided by Danger to Sharp, except that Danger Design Technology does not include the Danger Software.
1.7 “Danger Marks” means the trademarks, trade names, service marks and/or logos specified in Exhibit B, which may be reasonably modified by Danger from time to time.
1.8 “Danger Service Software” means Danger’s back-end software and services for providing End Users with content and functionality for the Product, such as email, instant messaging, Internet browser, address book, calendar, camera, data synchronization (between Danger’s data center servers and the Danger Client Software) and premium application downloads.
1.9 “Danger Client Software” means any Danger proprietary software (including firmware), in object code form, that is installed on the Products, including, without limitation the hiptop® operating system and hiptop® application software.
1.10 “Danger Software” means, collectively, the Danger Service Software and the Danger Client Software.
1.11 “End User” means an individual consumer who purchases a Product for such consumer’s own personal use and not for resale or further distribution.
1.12 “GSM” means the Global System for Mobile Communication and all Intellectual Property Rights related thereto including, without limitation, any Intellectual Property Rights which the holder thereof has notified the European Telecommunications Standards Institute (“ETSI”) are “essential”, or potentially “essential”, to the ETSI standards for GSM.
2
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
1.13 “Intellectual Property Rights” means any and all intellectual property rights worldwide arising under statutory law, common law or by contract and whether or not perfected, including without limitation, all: (i) patents, patent applications and patent rights; (ii) rights associated with works of authorship including copyrights, copyright applications, copyright registrations, mask works rights, mask work applications, mask work registrations; (iii) rights relating to the production of trade secrets and confidential information; (iv) any rights analogous to those set forth in this section and any other proprietary rights relating to intellectual property; and (v) divisionals, continuations, renewals, reissues and extension of the foregoing (as and to the extent applicable) now existing, hereafter filed, used or acquired, and whether registered or unregistered.
1.14 “M-1” means the first Product to be manufactured under this Agreement. The M-1 is further described in the Product Plan attached hereto as Exhibit A-1. Changes to, modifications of and derivatives of the M-1 shall be deemed new Products, unless the Parties amend Exhibit A-1 to incorporate such changes, modifications or derivatives into the M-1 or unless the changes are merely software changes or cosmetic hardware changes for customization per a Carrier Customer’s request.
1.15 “Out-of-Pocket Expense” (whether or not capitalized in this Agreement) means an expense or cost incurred by one party which requires an actual payment to a third party (e.g. travel expenditures for airfare, lodging and meals). A Party will only be required to reimburse the other Party for out-of-pocket expenses where explicitly stated in this Agreement.
1.16 “Product(s)” means a multifunction wireless device that is (a) manufactured by Sharp in accordance with a Certified Product Design; (b) for which the Parties have executed a Product Plan and (c) compatible with the Danger Software and no other software or services with similar functionality.
1.17 “Product Design” means a complete and comprehensive design for a Product that includes all hardware, software, and material specifications for the Product and that includes the physical design and appearance of the Product.
1.18 “Product Plan” shall have the meaning set forth in Section 3.2.
1.19 “Reference Designs” means Danger’s schematics, specifications, minimum hardware requirements, and other documentation relating to the hardware design of a Product.
1.20 “Sharp Marks” means the trademarks, trade names, service marks and/or logos specified in Exhibit C, which may be reasonably modified by Sharp from time to time.
1.21 “Sharp Design Technology” means collectively, any Product designs and any other design specifications (including both hardware and software specifications) or design or technical information developed by Sharp that are not based on the Danger Design Technology.
3
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
1.22 “Tier 3 Support” means that if a Carrier Customer’s “Tier 2” support group cannot answer questions posed by End Users, Danger will provide support directly to Carrier Customer’s “Tier 2” customer support group in order to help answer the questions. For purposes of clarification, Carrier Customers’ customer support organizations are generally organized into a “Tier 1” group (call center operators who field calls from End Users) and a “Tier 2” group (call center managers or escalation specialists who answer questions that the “Tier 1” group cannot answer).
4
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
4.1 Manufacturing and Shipping.
(a) Sharp shall be responsible for Product manufacturing, and the fulfillment of orders for Products, including shipping and delivery. Sharp may utilize its Affiliates to assist in performing its manufacturing obligations and it may use its Affiliates and authorized distributors to assist it in performing its order fulfillment obligations; provided in all such cases Sharp shall be liable for its Affiliates and authorized distributors’ compliance with this Agreement. As part of its manufacturing obligations Sharp will develop sufficient tests and will thoroughly test all manufactured Products to ensure that they comply with the Reference Designs, the Certified Product Design, and the Product Plan. If any errors or deficiencies are discovered, Sharp will provide Danger with a detailed description of such errors or deficiencies and the Parties will work together to rectify such errors or deficiencies.
(b) The Parties shall discuss Sharp’s lead times for manufacture and shipment of Product so each party is informed. In the event any changes to Sharp’s lead time for manufacture of Products occur, the Party on notice of the change shall notify the other Party.
5
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(c) Sharp will be responsible for ensuring an adequate supply of spare parts to distributors or repair facilities so warranty returns can be repaired and sent back to the field without undue delay.
4.2 Sales and Account Management.
(i) Replacement Products, “Seed Stock” and Non-Working Display Units. Sharp shall provide seed stock so Carrier Customers can handle returns easily and shall offer mock-up, non-working display units to Carrier Customers to support sales.
(ii) Warranty and Reverse Logistics. Sharp shall be solely responsible for providing a warranty to the Carrier Customer stating that the Products will be free from defects in workmanship, materials, and hardware design and will comply with the Certified Product Design. Sharp shall, either directly or through its Affiliates or authorized distributors, make sure that spare parts for each Product will be available for a period of [ * ] years following the commercial launch of such Product. Notwithstanding the foregoing, Sharp shall have no obligation to provide items printed for production (e.g. end user manual, product packaging) for longer than [ * ] year following Product discontinuation.
(iii) Marketing and Sales Support. Sharp shall, either directly or through its Affiliates or authorized distributors, use best efforts to promote and sell Products and will assign appropriate resources to manage sales to Carrier Customers.
4.3 Hardware Design for Future Products, Approvals.
(a) Sharp shall develop Product Designs for future Products. Sharp and Danger will work together in good faith to develop a Product Plan for each such Product and the expected price range to be charged by Sharp to Carrier Customers for each such Product. Sharp will allocate sufficient engineering resources to fulfill its development obligations hereunder.
6
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(b) Sharp will provide Danger with support for Sharp’s Product Designs so Danger may evaluate such Products Designs and create or modify Danger Software as necessary. Sharp will cooperate with Danger in Danger’s development efforts for designs of future Products, including providing feedback on design concepts, suggesting suppliers, and suggesting how contemplated products would fit into Sharp’s planned product lines.
(c) Sharp shall, at its expense, make all necessary tooling and test equipment for the design and manufacture of each Product (except for M-1, which is described in the attached Product Plan) unless otherwise agreed to in writing by the Parties. Tooling and test equipment provided by one Party to the other or paid by one Party shall remain the property of the supplying or paying Party, as the case may be. In the event this Agreement terminates for a reason other than for Danger’s material breach, Danger shall have the right to purchase any Sharp owned tooling and test equipment for a Product at a reasonable price. The price shall be negotiated by the parties in good faith, and shall be based on the tooling/test equipment’s remaining productive life as estimated using a straight-line depreciation calculation. For the M-1 Product, the Parties shall allocate the tooling for the Product as set forth in the Product Plan.
(d) For each Product version manufactured hereunder, Sharp shall provide Danger, [ * ], with [ * ] of such Products for testing, evaluation and field trials. Unless otherwise agreed to in a Product Plan, the allocation of such Products shall be [ * ] engineering verification testing (EVT) units, [ * ] design verification testing (DVT) units and [ * ] process verification testing (PVT) units. In addition, as requested by Danger, Sharp shall provide Danger with additional EVT, DVT and PVT units at Sharp’s manufacturing cost.
(e) Sharp shall provide Approved Carriers and Carrier Customers with Products for testing, evaluation and field trials in accordance with terms agreed upon between Sharp and such parties.
(f) Regulatory and Industry Approvals.
(i) Except for the M-1 Product for which Danger shall be responsible (See Section (f)(ii) below), Sharp, at its expense, shall ensure that all Products (other than the M-1) comply with all applicable governmental regulations (including FCC and CE requirements). Sharp, at its expense, shall also obtain any industry-required approvals (including PTCRB and GCF requirements) for the Product. Danger shall provide Sharp with reasonable support for such approvals at no charge, unless otherwise set forth in a Product Plan; provided, however, Sharp shall reimburse Danger for all out-of-pocket expenses incurred by Danger to provide such support.
(ii) Danger shall be responsible, [ * ], for ensuring that the M-1 Product complies with all applicable governmental regulations (including FCC and CE requirements) and for obtaining any industry-required approvals (for example PTCRB and GCF requirements). If, after Danger has obtained regulatory certification and industry approvals, Sharp wishes to make any changes to the M-1 Product or accessories,
7
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
including but not limited to parts from new suppliers, design or manufacturing changes, Sharp shall first propose such changes to Danger in writing. If, in Danger’s opinion, any of the proposed changes require recertification or reapproval, Sharp shall [ * ] for seeking such recertification and/or reapproval; provided however, Danger shall be responsible for [ * ] for recertification and/or reapproval if Sharp’s change is [ * ] the Danger Design Technology or the Danger Software. In the event Danger incurs any costs, fines, damages or other liabilities due to (i) Sharp’s failure to notify Danger of a change to the M-1 Product or (ii) Sharp’s implementation of a change to the M-1 Product prior to Danger receiving the appropriate certifications or approvals for such change, Sharp shall reimburse and indemnify Danger for any such costs, fines, damages or other liabilities.
(iii) Sharp will provide, at its expense, all Products required for regulatory and industry testing and pre-testing to the approval bodies. In the event that Sharp believes the Danger Software or a Product Design needs to be modified in order to comply with applicable governmental regulations or to obtain the necessary approvals, Sharp shall so notify Danger, and the parties will work together in good faith to determine how to make the necessary modifications.
(g) Training and Support. Sharp will provide Danger with reasonable technical support training with respect to any Sharp modifications to the Danger Design Technology or the Danger Software so that Danger’s engineering team and Danger’s support personnel team can support Products containing such modifications.
4.5 GSM Intellectual Property Rights (applies only to M-1 Products and other future Products that are developed or manufactured under this Agreement).
(a) The Parties wish to [ * ] Products from a vendor that provides [ * ] (e.g. [ * ]) as soon as possible, but only as mutually agreed upon by the Parties.
(b) Subject to the indemnification procedures in Section 15, Sharp shall indemnify, defend and hold harmless Danger Indemnified Parties from and against all loss, harm and liability, including, all costs, damages, settlements, claims, suits and expenses (including reasonable attorneys’ fees) incurred by any Danger Indemnified Party and arising out of or resulting directly from any third party claim that the Products infringe any third party Intellectual Property Rights relating to GSM (“GSM Claims”). Sharp shall provide similar indemnification to Carrier Customers.
8
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(c) Danger will provide Sharp with reasonable assistance in accordance with Section 15.1 to defend or settle GSM Claims. In the case of a GSM Claim, Danger will assist Sharp by having Danger engineers evaluate the claim and suggest ways (if any) to avoid infringement. Danger will use reasonable efforts to make this evaluation and assessment within one (1) month of Sharp’s request. In the case of a GSM Claim that the Danger Software causes an infringement, if in Danger’s opinion the claim can be avoided by making changes to the Danger Software at minimal cost, Danger shall use reasonable efforts to make such changes. If the cost of making such changes is, in Danger’s opinion, too expensive or difficult to make, Danger shall have no obligation to make the changes unless the parties mutually agree in writing.
(d) Sharp shall be responsible for all GSM royalty obligations or license fees arising out of the manufacture or sale of Products under this Agreement. Danger shall refer all parties seeking GSM royalties to Sharp. The Parties shall work together to take advantage of licensing opportunities with GSM rights holders to reduce GSM royalty obligations and license fees. This Section 4.5(d) shall not limit Sharp’s indemnity obligations under Section 4.5(b) above.
5.2 Sales and Marketing Support. During the term of the Agreement, Danger will market the Danger Software to Approved Carriers and Carrier Customers. Danger will provide Sharp with “train-the-trainer” support training sessions with respect to the Danger Software for Sharp’s, its Affiliates’ and authorized distributors’ channel managers to promote sales of Products. The timing, location and size of these training sessions will be mutually agreed upon by the Parties
5.3 O/S and Core Application Development. Following the execution of
9
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
this Agreement, Danger will continue to develop new features for and enhancements to the Danger Client Software. Danger shall use reasonable efforts to fix bugs and errors discovered in the Danger Software. The Parties agree that the timing for release of any bug fix or new version of the Danger Software shall be subject to the approval of Carrier Customers.
5.6 Public Relations and Marketing Support. Danger shall provide marketing and public relations support to promote Sharp’s distribution of the Products. The form of such support shall be at Danger’s sole discretion. Danger shall not issue a press release mentioning Sharp without Sharp’s prior consent, which shall not be unreasonably withheld or delayed.
5.7 Support for Carrier Approval Process. Danger shall, [ * ], provide Sharp with reasonable assistance to perform Carrier Customer’s approval processes, this shall include assistance for completion of a Carrier Customer products requirement documentation (often referred to as the “PRD”) and the conduct of ongoing field trials using the Danger “QA” and “Trial” programs. For the M-1 Product, Danger shall complete the Carrier Customer PRD documentation.
10
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
modification thereto or where such claim would be covered by Section 4.5). Danger shall provide similar indemnification to Carrier Customers. Danger shall be responsible for any [ * ] third parties due to (i) the distribution of a [ * ] implementation as part of the Danger Software, (ii) the creation of [ * ] by the Danger Software, or (iii) any Danger Software that operates the [ * ] on a Product.
5.10 Danger Design Technology Indemnity Subject to the indemnification procedures set forth in Section 15, Danger shall indemnify, defend and hold harmless Sharp, and its officers, directors, employees and agents (“Sharp Indemnified Parties”), from and against all loss, harm and liability, including all costs, damages, settlements, claims, suits and expenses (including reasonable attorneys’ fees) incurred by any Sharp Indemnified Party arising out of or resulting directly from any third party claim that any Danger Design Technology infringes any third party Intellectual Property Rights (except where such claim arises solely as a result of a Sharp modification thereto or where such claim would be covered by Section 4.5). Danger shall be responsible for any [ * ] third parties due to (i) the distribution of the [ * ] design developed by Danger as part of the M-1 Product, (ii) the distribution of the [ * ] developed by Danger and (iii) the unique design of the [ * ] on the M-1 Product. Except as set forth in the preceding sentence, Danger shall have no obligation to indemnify or defend Sharp Indemnified Parties against any claim or allegation that a component part for the Product that Sharp purchases from a third party infringes any intellectual property rights.
5.11 Carrier Customer “Tier 3” Support. Danger shall provide “Tier 3 Support” for Carrier Customers in accordance with Danger’s agreements with Carrier Customers. In no event will Danger be obligated to directly interact with End Users.
11
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Design Technology and [ * ] based on the Danger Design Technology solely to develop and manufacture Products as set forth in this Agreement; (ii) to use the Danger Design Technology to manufacture, have manufactured, test, support, import and export Products; and (iii) to demonstrate, distribute, offer to sell and sell Products, either directly or indirectly, to Approved Carriers, Carrier Customers and to any other party that the Parties mutually agree upon.
(c) [ * ] Licenses. Although the licenses granted above are [ * ], the Parties may agree to [ * ] for Products manufactured after [ * ]. As discussed in Section 3.1 above, the Parties shall discuss [ * ] before entering into a new Product Plan. The Parties anticipate that there will not be [ * ] unless significant new [ * ]
12
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
software or services with similar functionality) and that are based on Certified Product Designs.
6.4 Contract Manufacturing Agreement. Danger will have the right to purchase Products from Sharp (i) for Danger’s use (e.g. for development, testing, marketing, public relations and sales promotion activities) and (ii) in the case Sharp, its Affiliate or its authorized distributor do not sell Products to a wireless operator that wishes to purchase Products and Danger Services, in which case Danger shall have the right to re-sell to such wireless operator Products purchased from Sharp. The Danger Products will not be sold under the Sharp brand without Sharp’s consent. The Parties shall use their respective best efforts to execute a separate agreement (the “CM Agreement”) that sets the terms for such supply of Products within ninety (90) days of the date of this Agreement. For Products purchased by Danger in accordance with this Section 6.4, the price and other terms of sale per unit shall be similar to those provided to Sharp’s North American distributor of the Product; provided however, Sharp may reasonably adjust the prices and other terms to account for smaller volumes, different delivery terms and Product customizations. Sharp may also adjust the prices and other terms for Products sold to Danger under this Section 6.4 as necessary to avoid breaching its agreement with its North American distributor. In addition, for Products purchased under this Section 6.4, Sharp shall indemnify Danger for GSM Claims and product liability claims.
6.6 Sharp Manufacturing Rights.
13
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(a) Subject to the terms and conditions of this Agreement, Sharp shall [ * ] during the term of this Agreement. Danger shall [ * ] In the event that Sharp is unwilling or unable to [ * ] that are made at [ * ] and are consistent with Sharp’s [ * ], Danger reserves the right to have [ * ] to such [ * ] If Sharp’s inability to [ * ] is due to Sharp’s [ * ], Danger may only exercise its right to [ * ] if Sharp does not, within [ * ] of Danger’s request, commit in writing to [ * ] as soon as is reasonably possible given [ * ] for the [ * ] Notwithstanding the foregoing, if the time period quoted by Sharp to [ * ] is more than [ * ] days longer than the time period given to Danger by a [ * ], then Danger may exercise its rights to [ * ] only for such [ * ]. In addition, in the event that Sharp [ * ] with a particular [ * ], Danger may have one or more third parties [ * ]
(b) During the term of the Agreement, except in [ * ], Sharp will [ * ] with a [ * ] and a [ * ] to [ * ] without Danger’s [ * ] The preceding sentence’s [ * ] shall not apply to Sharp’s [ * ] or [ * ] which Sharp may [ * ] This Section 6.6(b) shall not be deemed a license or waiver of Danger’s [ * ]
6.7 Third Party Royalties.
(a) [ * ] Related Royalties. In the event the [ * ] a Product requires the payment of royalties to a third party, as between the Parties, [ * ] shall be responsible for such royalties unless otherwise explicitly set forth in this Agreement or a Product Plan.
(b) [ * ] Related Royalties. In the event the [ * ] a Product requires the payment of royalties to a third party, as between the Parties, [ * ] shall be responsible for such royalties, unless otherwise explicitly set forth in this Agreement or a Product Plan.
6.8 Emergency Remedial Actions.
14
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
pocket expenses in accordance with the mutually agreed upon plan, Sharp shall reimburse Danger for such expenses.
(c) Radio Module. In the event that either Party is required to incur out-of-pocket expenses due to a hardware or software defect in a Product’s radio module that is supplied by a third party, the Parties shall meet and confer to establish a mutually agreeable plan to remedy the defect. Unless otherwise agreed, each party will bear its own costs and out-of-pocket expenses in implementing the agreed upon plan. Furthermore, the Parties shall work together to have the third party radio vendor pay for any costs or out-of-pocket expenses incurred in remedying the defect.
15
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
7.5 Responsibility for Modifications to the Other Party’s Technology. Where one Party (the “Modifying Party”) makes modifications to the technology (the “Original Technology”) of the other Party the following shall apply:
(a) Subject to the indemnification procedures set forth in Section 15, a Modifying Party shall indemnify, defend and hold harmless the other Party, and its officers, directors, employees and agents (“Indemnified Parties”), from and against all loss, harm and liability, including all costs, damages, settlements, claims, suits and expenses (including reasonable attorneys’ fees) incurred by any Indemnified Party as a result of any third party claim alleging an Intellectual Property Right infringement arising out of the modifications made by the Modifying Party.
(b) The Modifying Party shall have no indemnification obligation under this Section 7.5 if the Original Technology alone would have caused an infringement of such third party’s Intellectual Property Rights.
16
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(a) Sharp will notify Danger within five (5) Business Days of each shipment of Product to wireless carriers. The notification shall include the number of Products shipped and the name of the wireless carrier to whom the Products were shipped. The reason for this reporting is that Danger invoices Carrier Customers for service fees upon shipment and delivery of Products to the Carrier Customer.
(b) Within fifteen (15) Business Days after the end of each month during the term of this Agreement, Sharp, or, as applicable, its Affiliate or authorized distributor will submit a report in electronic format (MS Excel) to Danger detailing, (a) the number of Products manufactured by Sharp in the previous month; (b) the number of Products shipped by Sharp during the previous month, on a carrier-by-carrier basis (detailing units by IMEI and by country); (c) non-binding, rolling sales forecasts for the Product, on a carrier-by-carrier basis based on Sharp’s good faith estimates; (d) (as reasonably available to Sharp) the number of Products sent to Sharp (or its warranty repair agent) for warranty repair during such month, accompanied by an electronic report summarizing the defect, IMEI, Carrier Customer, date of purchase and return, and other information relating to repairs mutually agreed to by the Parties, and (e) any other information that the Parties may mutually agree upon. The reason for this reporting is
17
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
that Danger needs the information for budgeting, customer billing and server capacity planning. All such information shall be considered Confidential Information under this Agreement.
18
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
19
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Danger Design Technology or Danger Software in its possession. In addition, each Party will promptly return all Confidential Information of the other Party in its possession (and all copies and abstracts thereof). Notwithstanding the foregoing, unless this Agreement is terminated by Danger for material breach by Sharp, for a period of [ * ]months following the date of termination, Sharp may, continue to manufacture and sell Products that were produced or for which parts were ordered (and could not be cancelled) prior to the date of termination. The provisions set forth in Sections 1, 4.1(c), 4.2(c), 4.3(f)(i) and (ii), 4.4, 4.5, 4.6, 5.9, 5.10, 6.1(e), 6.7, 7 and 11 through 16 will survive the expiration or termination of this Agreement. Section 10 shall also survive the expiration or termination of this Agreement, but only for a period of six (6) months.
13. REPRESENTATIONS AND WARRANTIES.
13.1 Each Party represents and warrants to the other Party that (a) as of the Effective Date it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein; (b) it has not previously granted and will not grant any rights in conflict with this Agreement; and (c) it will comply with all applicable laws, regulations and rules in connection with its obligations and performance under this Agreement.
13.2 Except as expressly provided in this Agreement, Danger and Sharp each expressly disclaim any warranties, express, implied, statutory or otherwise, with respect to this Agreement and all activities hereunder, including, without limitation, any implied warranties of merchantability, or fitness for a particular purpose. Without limiting the foregoing, Danger does not warrant that the Danger Design Technology or the Danger Software will operate without interruption, nor does Danger make any warranty regarding the use of the Danger Design Technology or Danger Software or the results therefrom.
20
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
15.1 A Party requesting indemnification (the “Indemnified Party”) shall provide the other Party (the “Indemnifying Party”) with prompt written notice of any claim for which it seeks indemnification, shall allow the Indemnifying Party sole control of the defense and any settlement of any such claim, and shall reasonably cooperate and provide reasonable assistance to the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense or settlement of any such claim.
21
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
16.5 Governing Law and Legal Actions. In the event Sharp brings a claim against Danger, this Agreement shall be governed by, and construed in accordance with the law of the state of California. In the event Danger brings a claim against Sharp, this Agreement shall be governed by, and construed in accordance with the law of Japan. Except for actions for injunctive relief and/or a decree of specific performance described in Section 16.4, all disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of the arbitration proceedings shall be, unless otherwise agreed between the Parties, the country in which the respondent resides. The arbitration proceedings shall be conducted, and the award shall be rendered, in the English language. The Parties shall be entitled to provide pleadings, briefs and written evidence in the English language only. Any award hereunder shall be final and binding upon the Parties and may, if necessary, be enforced by any court or other competent authority, but save as aforesaid all rights of appeal or
22
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
recourse to any court of law whatsoever are hereby excluded in relation to any arbitration hereunder and any award made therein.
If to Sharp:
SHARP CORPORATION
492 Minosho-cho, Yamatokoriyama-shi
Nara, Postal Code 639-1186
Japan
Attn: [ * ]
Fax: [ * ]
With a copy to: [ * ]
If to Danger:
DANGER, INC.
0000 Xxxx Xxxx.
Xxxx Xxxx, XX 00000
Attention: C.E.O.
Fax: (000) 000-0000
With a copy to the Vice President and General Counsel
23
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
performance is delayed, rendered impracticable or impossible due to circumstances beyond its reasonable control, including, without limitation, acts of God, fire, flood, war, governmental action, compliance with laws or regulations, strikes, lockouts or other serious labor disputes for so long as such event of force majeure continues in effect, provided that such Party uses reasonable efforts under the circumstances to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.
SHARP CORPORATION | DANGER, INC. | |||||||||
By: | /s/ Xxxxxxxx Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
Name: | Xxxxxxxx Xxxxxxxx | Name: | Xxxxx X. Xxxxxxxx | |||||||
Title: | Group General Manager of Information and Communication Systems Group | Title: | Chairman & Chief Executive Officer |
24
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
FORM OF EXHIBIT A
PRODUCT PLAN
This Exhibit A- , dated is executed by Danger, Inc. (“Danger”) and Sharp Corporation (“Sharp”) pursuant to Section 3.2 of the Master Manufacturing and Distribution Agreement by and between Danger and Sharp dated as of April 28, 2004 (the “Agreement”). This Exhibit, when executed by the Parties, shall be binding on the Parties, shall constitute part of the Agreement, and shall be subject to the terms and conditions thereof. All capitalized terms used herein and not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement. In the event of any inconsistencies between the terms of this Exhibit and the terms of the Agreement, the terms of the Exhibit shall be controlling.
1. | Product Name |
2. | Product Specifications |
3. | Development schedule |
4. | Test plan |
5. | Commercial launch date |
6. | Marketing Plan |
7. | Sales Plan |
8. | Other Product Details |
9. | Technical Contacts |
SHARP CORPORATION | DANGER, INC. | |||||||
[ * ] [ * ] | ||||||||
By: |
| By: |
| |||||
Name: |
| Name: |
| |||||
Title: |
| Title: |
|
25
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
EXHIBIT A-1
M-1 Product Plan
This Exhibit A-1 is executed by Danger, Inc. (“Danger”) and Sharp Corporation (“Sharp”) pursuant to Section 3.2 of the Master Manufacturing and Distribution Agreement by and between Danger and Sharp dated as of April 28, 2004 (the “Agreement”). This Exhibit, when executed by the Parties, shall be binding on the Parties, shall constitute part of the Agreement, and shall be subject to the terms and conditions thereof. All capitalized terms used herein and not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement. In the event of any inconsistencies between the terms of this Exhibit and the terms of the Agreement, the terms of the Exhibit shall be controlling.
1. Product Name: M-1 (also known as the PV-100 Series).
2. Product Specifications
HARDWARE SPECIFICATION
Feature | Description | |
Device | • Nickname: hiptop2® (generic), Sidekick (T-Mobile USA) • Model Number: PV-100 • Form factor: Flip screen exposes QWERTY keyboard • Size: 130 x 66 x 22 mm (5.1”x2.6”x0.9”) • Weight: about 200g (~7 oz) (TBD) | |
Display | • Flip screen opens and cants forward to expose keyboard and support optimum viewing. • Flip screen swivels closed for compact storage • 240x160 pixel display • 60x40mm viewable area • 16-bit color display with over 65,000 colors • Transflective TFT screen viewable in bright sunlight | |
Keyboard (Fig. 3) | • 5-row QWERTY keyboard • Dedicated number row • Dedicated 12-key dialpad area • Includes easy access key for @ symbol • English (US) (may be localized for other languages) | |
Backlighting | • Light sensor automatically controls backlight • Screen and keyboard both illuminated by backlight | |
Imaging | • Integrated VGA (640 x 480 pixel) camera located on the back of the device • Supplemental LED for close-range illumination • Support for a “night mode” setting |
26
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Feature | Description | |
• Convex mirror to assist with self-portraits | ||
Navigation and Controls | • Scroll Wheel: Supports both scrolling and selection • Send/End and Page Up/Down Buttons: Buttons adjacent to scroll wheel function as send/end buttons in the phone application and as page up/down buttons in data applications (when the phone is not in use) • Directional Pad: 4-way navigation controller • Menu Button: Access available menu options • Jump Button: Returns user to the main Jump screen • Done Button: Accepts a selection • Cancel Button: Rejects a selection • Volume Buttons: External buttons control volume • Power Button: External button powers device on or off • Shoulder Buttons: Two application-specific buttons on the top side of the device provide easy access to features in the Camera, MMS, and Phone applications | |
Speaker and Microphone | • Device includes front and back speakers to ensure that notifications are audible • Microphone and speakers support both speakerphone and handheld phone use | |
Notifications | • Used for ringtones, reminders, or feedback within applications such as games • Sounds: 12-voice polyphonic MIDI synthesizer • Vibration: Motor provides force feedback • Multicolor LEDs: RGB LEDs illuminate speaker | |
Radio | • GSM/GPRS radio • Enfora Tri-band (900/1800/1900 MHz or 850/1800/1900 MHz) • Multislot Class 10 functionality • AMR Support • Wireless off “airplane mode” supported | |
Processor | • ARM7 processor | |
Memory | • RAM: 32 MB • Flash: 16 MB | |
Battery | • Rechargeable internal Lithium polymer battery • 1200 mAH capacity | |
Attachments | • Audio xxxx: For use with an external headset • Power xxxx: For use with a battery charger • USB B Port: Covered port for use in system recovery • Lanyard attachment: For use with a carrying strap | |
Accessories | • Battery charger • Hands-free ear bud • Carrying case • Start Guide • Reference Guide (Full Manual available via web) • SIM card & Instructions (will be added by Carrier) • Welcome Guide (will be added by Carrier) |
27
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Fig 1. Front of device with screen flipped open
Fig 2. Back of device
28
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Fig 3. English (US) keyboard with dedicated dialpad area
SOFTWARE SPECIFICATION
OS | • Based on hiptop OS and Software Release 2.0 | |
Phone | • Supports handheld, hands-free, and speakerphone modes • Customizable ringtones and Caller ID images • Voicemail • Call forwarding • Hold • Mute • Multi-party calling • Call log | |
Web Browser | • HTML 4.0 Web Browser • SSL Support • Cookies support | |
WAP Browser | • WAP 1.2.1 and WAP 2.0 Browser | |
E-Mail Client | • Push email solution (“Instant email”) • Fetch from device account and up to 3 POP3/IMAP accounts • Transcoding support for of MS Word, Adobe Acrobat & Image attachments • Playback support for WAV sound file attachments | |
SMS | • Short Message Service (SMS) • Store messages on device or SIM Card • Send/Receive Concatenated SMS • Delivery Reports • Reply Request | |
MMS | • Multimedia Messaging Service (MMS) (Optional) • Compose MMS with up to 3 slides • Include a picture, sound, or a 20 second voice note on each slide • Digital Rights Management: Forward Lock | |
Instant Messaging | • AIM and Yahoo Messenger clients available (Optional, at additional cost to Carriers) • Full Buddy List functionality • Instant Buddy List updates | |
PIM Applications* | • Address Book • Contact sharing through Send/Receive vCards • Calendar • To Do • Notes • Web interface for PC access to data | |
Camera gallery | • Captures of images from device camera • Night mode and supplemental LED options • Stores up to 36 images • Photo Caller ID | |
Gaming & Entertainment | • Rock & Rocket game (optional) • Premium Download Manager supports purchase and management of: |
29
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
o Ringtones o Applications | ||
Additional Data Applications | • SIM Application Toolkit, Release 99 |
• | * Intellisync PIM synchronization for M-1 will be an optional feature of the Danger Service Software. |
DVT units will be [ * ] by [ * ] Danger will [ * ] and [ * ] are not to exceed a [ * ], of which [ * ] will be provided [ * ] Pricing for these devices will be [ * ] In the event that Danger will [ * ], Danger will [ * ] for such [ * ] based upon a price [ * ]
Date | Milestone/Key Date | |
[ * ] | [ * ] delivers [ * ] PVT units to [ * ] | |
[ * ] | [ * ] SDD approval | |
[ * ] | [ * ] starts test iteration #1 | |
[ * ] | Pre-production SMT start | |
[ * ] | [ * ] delivers [ * ] PVT units with final software to [ * ] | |
[ * ] | [ * ] starts test iteration #2 | |
[ * ] | Pre-production final assembly start | |
[ * ] | Mass production SMT start | |
[ * ] | Mass production final assembly start | |
[ * ] | Sharp transfers initial delivery units to Sharp, Nara warehouse | |
[ * ] | Sharp delivers initial units to [ * ] distribution center |
* | Sharp may change the asterick (*) dates as needed due to changes in the status of [ * ] anticipated approval. |
Technical Contacts:
Danger | Sharp | |
Name: [ * ] | Name: [ * ] | |
Title: SVP of Engineering & Operations | Title: [ * ] | |
Tel: [ * ] | Tel: [ * ] | |
Email: [ * ] | Email: [ * ] |
4. Test plan
30
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
a. Industry Standard Tests. The following table details industry standard tests that are required for the development of M-1.
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] |
b. Additional Required Tests. The following table details additional tests that the Parties require for the development of M-1. The Parties will mutually agree on the test specifications or test series for each test.
[ * ] | ||
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | ||
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | ||
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | ||
[ * ] | ||
[ * ] | * | |
[ * ] | * | |
[ * ] | * |
31
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
[ * ] | ||
[ * ] | * | |
[ * ] | * | |
[ * ] | * | |
[ * ] | ||
[ * ] | ||
[ * ] | ||
[ * ] |
a. Reference Design: M-1 Reference Design, already provided to Sharp.
b. Danger Client Software: Based on hiptop OS and Software Release 2.
x. Xxxxx will promote the M-1 product as mutually agreed to by the Parties.
x. Xxxxx will make joint Danger and Sharp calls to potential Carrier Customers for the purposes of promoting the M-1 product.
a. [ * ] Royalty. [ * ] will be required to remit to [ * ] royalties for the [ * ], [ * ] and [ * ] The royalties will commence on the earlier of (a) [ * ] or (b) the date Sharp ships M-1 products with software that implements the [ * ]
b. Radio. [ * ] shall be responsible for paying the following royalties for the [ * ]: $[ * ] per unit for the first [ * ] units, $[ * ] per unit for units [ * ] to [ * ], $[ * ] per unit for units [ * ] Danger anticipates that the royalty will be included in the cost of the [ * ] to be purchased from [ * ], and the royalty will be remitted by [ * ] to [ * ] If [ * ] (or [ * ]) negotiates a separate [ * ] agreement for the [ * ] and the applicable royalty is not included in the [ * ], then [ * ] (or [ * ]) shall pay [ * ] the applicable royalty.
c. [ * ] Related Royalties. In the event the [ * ] embedded on the M-1 requires the payment of royalties to a third party, as between the Parties, [ * ] shall be responsible for such royalties (e.g. [ * ]).
d. [ * ] Related Royalties. In the event the M-1 hardware design or implementation requires the payment of royalties to a third party, as between the Parties, [ * ] shall be responsible for such royalties, unless otherwise explicitly set forth in this Product Plan or in the Agreement (e.g. [ * ]).
32
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
e. Battery Replacement Warranty.
i. For the M-1 Product battery, [ * ] (or its [ * ]) shall negotiate the battery replacement warranty period with each [ * ]
ii. Notwithstanding the foregoing, if [ * ] requests a [ * ] battery replacement warranty (commencing from the date of purchase by an End User) for the M-1 Product, [ * ] will provide [ * ] with such a [ * ] battery replacement warranty.
iii. For Carrier Customers outside of North America, the parties shall allocate the cost of the battery replacement warranty as follows (unless otherwise agreed to with the Carrier Customer). [ * ] shall pay all expenses related to servicing a battery replacement during the [ * ] [ * ] of the [ * ] warranty period (e.g. labor costs to replace the battery, shipment expenses, etc.) and [ * ] shall pay all expenses related to servicing a battery replacement during the [ * ] of the [ * ] warranty period (as invoiced, with proper documentation by [ * ]). For the battery unit [ * ] shall, at a minimum, provide the Carrier Customer with a [ * ] from the date of End User purchase. [ * ] shall specify to the Carrier Customer that the End User shall be responsible for the cost of the replacement battery unit after the end of Sharp’s applicable battery unit warranty.
f. [ * ]
i. Pursuant to Section 5.9, [ * ] shall be responsible for indemnifying [ * ] against any intellectual property infringement claim by a third party for any [ * ] develops or procures from a third party for the operation of the [ * ] on the M-1 Product.
ii. Pursuant to Section 4.6 of the Agreement, if Sharp receives intellectual property indemnification from its [ * ] supplier, Sharp shall indemnify, defend and hold Danger Indemnified Parties harmless from any third party claim that the [ * ] purchased by Sharp infringes a third party Intellectual Property Right, but only to the extent Sharp receives intellectual property indemnification from its [ * ] supplier.
33
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
SHARP CORPORATION | DANGER, INC. | |||||||
By: | /s/ Xxxxxxxx Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Name: | Xxxxxxxx Xxxxxxxx | Name: | Xxxxx X. Xxxxxxxx | |||||
Title: | Group General Manager of Information and Communication Systems Group | Title: | Chairman & Chief Executive Officer |
34
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
EXHIBIT A-2
M2 Product Plan
This Exhibit A-2 is executed by Danger, Inc. (“Danger”) and Sharp Corporation (“Sharp”) pursuant to Section 3.2 of the Master Manufacturing and Distribution Agreement by and between Danger and Sharp dated as of April 28, 2004 (the “Agreement”). This Exhibit, when executed by the Parties, shall be binding on the Parties, shall constitute part of the Agreement, and shall be subject to the terms and conditions thereof. All capitalized terms used herein and not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement. In the event of any inconsistencies between the terms of this Exhibit and the terms of the Agreement, the terms of the Exhibit shall be controlling.
M2 (also known as the PV200 Series).
2. Product Specifications.
Sharp shall be primarily responsible for the M2 Hardware Specification. Danger shall be primarily responsible for the M2 Software Specification. Each side shall provide support to the other in its area of responsibility as reasonably requested.
HARDWARE SPECIFICATION: Sharp
OS/Application Language | Danger OS 3.0 or its successors, plus applicable updates and new releases. | |
Size | (W)130 x (D)59 x (H)22mm | |
Weight | Approx. 190g (Tentative) | |
CPU | TI: OMAP Application Processor (OMAP331) or its successors. ARM9 core. | |
Built-in RF | EDGE module (Enfora Keystone EDG0100-02 or its successors) Quad-band (850/900/1800/1900MHz). Due to antenna constraints, the EDGE module will operate only in Tri-band mode - 850/1800/1900MHz or 900/1800/1900MHz) | |
Built-in Bluetooth | Bluetooth V1.2 compliant, Class 2 Support for Bluetooth Headset, Hands Free, Object push | |
LCD Display module | Size: 2.6” Resolution: 1/8VGA [ * ] Colors: 65,536. Technology: Amorphous TFT LCD Back light: LED type, 3 step adjustments (exclude light off) Brightness: 24 cd/m2" | |
Light sensor | Yes | |
CAMERA | 1/4 inch C-MOS Sensor (Fixed focus) 1,280 x 1,024 (SXGA:1.3M pixel) Lens : 3 plastics Distance : 85cm (from infinity to best possible) | |
Camera FLASH LED | White LED, 10cd (max) |
1
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
FROM | 512Mbit NAND Flash ROM | |
RAM | 512Mbit SDRAM | |
SD Slot | Single Mini-SD card slot (Embedded under battery cover) | |
USB port (Client) | Mini B connector, USB Version 1.1 | |
KEY | QWERTY key board: 47 keys Command button * 4 pcs, D-PAD TRACK Ball with LED (RGB), Page UP/DOWN Side button: Power, Volume +/-, Shoulder Left/Right | |
Battery lock switch | Yes (Electrical switch will be included) | |
RGB LED (for Trackball) | RGB LED (separate RGB on trackball flex) | |
Keyboard Back Light LED | Amber LED *28pcs | |
LCD Status LED | LCD will turn "off" in sleep mode; RGB LED will turn on to indicate status | |
Charge LED | LED 1 piece (Color : Orange ) | |
Main Battery | Li-ion battery, 1500mAh (User exchangeable) | |
Battery life Standby Talk (Voice / Data) | Battery life must meet or exceed the applicable specifications set by T-Mobile USA. | |
Battery charge | Charge time: 4 hours estimated (RF off and standby mode) | |
Ringer / Receiver Speaker | Combo speaker (19mm, Ringer and Receiver) Located on the top side of the unit (Under D-pad) | |
Vibrator | Yes | |
Microphone | Monaural microphone Located on the top side of the unit. | |
Audio xxxx | 2.5mm plug Supports stereo headset with monaural microphone and one button (The headset shipped with M2) | |
Headset | Stereo headset with microphone and hook button | |
Carrying Case | Yes | |
AC adapter | Input: 100V - 240V AC, 50/60 Hz Output: 5.15V DC, 1A |
2
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
SOFTWARE SPECIFICATION: Danger
OS | Based on hiptop OS and Software Release 3.0 plus applicable updates and new releases. | |
Phone | Supports handheld, hands-free, Bluetooth, and speakerphone modes Customizable ringtones and Caller ID images Voicemail, Call forwarding, Hold, Mute, Multi-party calling Call log | |
Web Browser | HTML 4.0 Web Browser, SSL Support, JavaScript Support, Cookies support | |
E-Mail Client | Push email solution (“Instant email”) Fetch from device account and up to 3 POP3/IMAP accounts Transcoding support for of MS Word, Adobe Acrobat & Image attachments Playback support for WAV sound file attachments | |
SMS | Short Message Service (SMS) Store messages on device or SIM Card Send/Receive Concatenated SMS Delivery Reports Reply Request | |
MMS | Multimedia Messaging Service (MMS) (Optional) Compose MMS with up to 3 slides Include a picture, sound, or a 20 second voice note on each slide. Digital Rights Management: Forward Lock | |
Instant Messaging | AIM, MSN Messenger and Yahoo Messenger clients available (Optional, at additional cost to Carriers) Full Buddy List functionality, Instant Buddy List updates | |
PIM Applications* | Address Book, Contact sharing through Send/Receive of vCards, Calendar, To Do, Notes, Web interface for PC access to data | |
Camera gallery | Captures of images from device camera Night mode and supplemental LED options Stores up to 1.75MB of image data in device, or up to the limit of memory on the miniSD Card, Photo Caller ID | |
Music Player | Organizes and plays MP3 files that the user stores on the miniSD card. Can support additional media formats (e.g. WMA+DRM10) with future OTA. | |
Gaming & Entertainment | Rock & Rocket game (optional per carrier) Premium Download Manager supports purchase and management of Ringtones and Applications | |
Additional Data Applications | SIM Application Toolkit, Release 99 |
3
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Below are the key milestone dates that the Parties commit to meet for the M2 project. Sharp shall manage and be responsible for the development, testing and production schedules for the M2 hardware. Danger shall manage and be responsible for the development and testing schedules for the M2 software. The parties shall collaborate and share scheduling information.
[ * ] | Milestones for T-Mobile USA | |
[ * ] | Sharp ships out ([ * ]) EVT0 units to Danger | |
[ * ] | Sharp ships out ([ * ]) EVT 1 units to Danger | |
[ * ] | Software Feature Complete (Danger) | |
[ * ] | Sharp ships out ([ * ]) EVT2 units to Danger | |
[ * ] | Sharp ships out ([ * ]) DVT1 units to Danger | |
[ * ] | Alpha OS software available (Danger) | |
[ * ] | Sharp ships out ([ * ])PVT units to Danger | |
[ * ] | Beta OS software available (Danger) | |
[ * ] | (RC) Release Candidate OS software available (Danger) | |
[ * ] | (RC) Release Candidate OS #0 software available (Danger) | |
[ * ] | (RC) Release Candidate OS #1 software available (Danger) | |
[ * ] | (RC) Release Candidate OS (final) software available (Danger) | |
[ * ] | Sharp submits final units to T-Mobile for testing | |
[ * ] | [ * ] approves M2 hardware (proceed with production start) | |
[ * ] | Sharp ships out ([ * ]) Pre-Production Unit to Danger | |
[ * ] | [ * ] approves M2 software and issues Terminal Approval (TA) | |
[ * ] | Sharp ships initial [ * ] units to [ * ] distribution center | |
[ * ] | Commercial Launch of M2 by [ * ] |
Sharp shall provide Danger with [ * ] M2 prototype devices [ * ], allocated as follows: [ * ]] EVT0 units, [ * ]] EVT1 units, [ * ]] EVT2 units, [ * ]] DVT1 units. Upon Danger’s request additional prototype units, Sharp shall provide such units to Danger at [ * ] cost. For Sharp’s providing the additional prototype units, the delivery schedule and pricing will be mutually agreed upon between both Danger and Sharp. Therefore the total requested Danger quantity of prototype devices is:
[ * ] | EVT0 | |
[ * ] | EVT1 | |
[ * ] | EVT2 | |
[ * ] | DVT | |
[ * ] | PVT | |
[ * ] | PP |
4
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Danger | Sharp | |||||
Name: | [ * ] | Name: | [ * ] | |||
Title: | SVP of Engineering & Operations | Title: | [ * ] | |||
Tel: | [ * ] | Tel: | [ * ] | |||
Email: | [ * ] | Email: | [ * ] |
The parties have identified the regulatory and industry tests listed below for the commercial launch of M2 in the United States. Additional testing, including those for carrier approval processes or for European launch, may also be required. Pursuant to Section 4.3(f)(i) of the Agreement, Sharp shall, at its expense, conduct such tests and Danger shall provide Sharp with reasonable support (described in more detail below) at no charge (except for reimbursement of Danger’s out-of-pocket expenses which Sharp must fully agree in advance).
The parties shall share testing costs as follows:
Note: the [ * ] estimate for testing will need to be confirmed by Danger and Sharp as a reasonable estimate.
(b) Carrier Testing. [ * ] will pay for up to [ * ] hours testing lab time for each carrier. (This includes, but is not limited to costs of [ * ] for [ * ]). Additional testing needed above [ * ] hours will be paid for by [ * ]; however, if it is determined that the problem causing the need for such additional testing is [ * ], then [ * ] shall reimburse [ * ] for the costs of such additional testing. For carrier customers to whom Danger provides M2 directly, [ * ] be responsible for any of the expenses for the carrier approval testing, unless otherwise agreed upon in writing by Danger and Sharp. If [ * ] and/or [ * ] reach business agreement with Sharp to purchase Products from Sharp, [ * ] will look after the testing costs for those carriers that purchase Products from Sharp.
(c) FCC and CE Testing. [ * ] shall pay for all [ * ] test costs.
Danger shall provide the following support for testing:
Danger will provide full support to Sharp Corporation in the area of compliance testing and certification, utilizing the experience gained on previous Danger projects. Danger will provide a specification document providing details of government regulatory and specific industry mandatory requirements that must be met in order to ship a product. Danger will also
5
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
manage the acceptance process for the embedded GSM and Bluetooth radio modules and verify that all required government and industry compliance tests are completed by those suppliers.
For GSM industry approval (and PTCRB and GCF, if required), Danger will supply engineering resources to attend the testing on-site without charge for any testing booked at [ * ] at [ * ]. Engineering resources may be available to support testing at other laboratories (including [ * ] in [ * ]) and locations provided that Sharp Corporation covers any travel related expenses for Danger’s Palo Alto, CA based personnel. Any travel related expenses shall be discussed and confirmed with Sharp prior to being incurred. In addition, Danger will provide feedback and analysis of test results obtained by Sharp throughout the product development cycle to aid the resolution of any test failures that occur.
Danger will have the right to use the test results internally for product management and planning purposes. In the event that Danger wishes to disclose this data for the purpose of establishing new carrier customers, Danger shall acquire Sharp’s written consent in advance.
The following schedule is based on the agreed schedule of [ * ]/Danger/Sharp.
Government Regulation
Category | Description / Title | Owner | Schedule | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] |
Industry Certification
Category | Description / Title | Owner | Schedule | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] |
6
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
[ * ] Authentication
Category | Description / Title | Owner | Schedule | |||||
[ * ] | [ * ] | [ * ] | [ * ] |
For this M2 Project Plan, the following Danger Design Technology and Danger Software is licensed to Sharp under the terms of the Agreement.
(a) Hardware Design: The “hinge” design for use in M2.
Notwithstanding Section [ * ] of the Agreement, [ * ] does not provide [ * ] any [ * ] for [ * ] for the M2 Product. Although [ * ] does not provide [ * ] to [ * ] for [ * ] for M2, if the M2 [ * ] becomes subject to the [ * ], [ * ] will pay for the [ * ] until the [ * ] or [ * ] the potential liability for the M-1 Products. [ * ] has elected to negotiate separately with [ * ] to resolve potential liability for the M-2 Product and therefore will be responsible for any [ * ] if the [ * ] continues following [ * ] of the potential liability for the M-1 Product. [ * ] shall be responsible for [ * ] for M2 resulting from any [ * ] or any [ * ] that [ * ] agrees to (such agreement not to be unreasonably withheld). [ * ] may participate in the [ * ] at its expense following consultation with [ * ].
Although [ * ] does not [ * ] [ * ] for the M-2 Product under Section [ * ] of the Agreement, [ * ] hereby agrees to [ * ] and [ * ] from any [ * ] for [ * ] that the [ * ] used for the M-2 Product [ * ] infringed a third party’s patent. [ * ] obligation under this paragraph shall be contingent on [ * ] providing [ * ] prompt notice of any such claim and allowing [ * ] to participate, at [ * ], in the defense of any such claim.
(b) Danger Client Software: Based on hiptop OS and Software Release 3.0 or its successors.
(a) Sharp and Danger shall meet quarterly to develop and implement a sales plan for M2 that will include but not be limited to the following:
i. A list of prospective carrier/operators as well as key contacts at those operators. For planning purposes, Sharp and Danger will target major [ * ] Operators in [ * ] as prospective customers for M2.
ii. A schedule of joint sales calls with key influencers and decision makers at these prospect accounts. Sharp and Danger will make sales staff available for at least 1 sales call per prospective account per quarter.
iii. A plan for internal user trials, technical trials, end user trials and market trials for these prospects.
iv. Developing and proactively presenting proposals for commercials terms to each of the prospective carriers/operators as appropriate during the sales process.
(b) Sharp shall provide [ * ] production units of M2 for pre-sales marketing and technical feasibility trials to prospective carrier customers that the parties mutually agree to.
7
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Sharp shall provide such units to the prospective carrier customers directly, but in cooperation with Danger which shall provide appropriate software and service accounts for the units.
(a) Hardware Design Changes.
In the event that Sharp decides to change any portion of hardware that has any software impact, Sharp shall provide a reasonable number of additional units free of charge to Danger for testing. The number of additional units shall be mutually agreed to by the parties.
Sharp and Danger agree to file application(s) for design patent(s)/design registration rights on the M2 exterior design in order to prevent the sale and distribution of imitation models by third parties. The M2 exterior design shall be considered a [ * ]. [ * ] will prepare applications for design patent(s) at [ * ] cost. The design patents shall be filed in [ * ] names. The parties shall [ * ] of filing the design patents in the following countries: China, Japan, European Union (UK and Germany) and the United States. The parties shall mutually agree in writing before filing design patent applications in any other jurisdictions. The parties shall [ * ] of maintaining such patents.
Notwithstanding the foregoing, with respect to any design patent that issues for M2, the parties will mutually discuss whether to enforce or defend such patent rights. If the parties agree to jointly enforce or defend such patent rights, they shall share equally in the costs and awards/settlements. If a party refuses to take any such joint action requested by the other, the other may proceed at its own expense and the party refusing to take action will similarly assist such other party; no such action will change the foregoing ownership provisions, but a party that unilaterally enforces the joint patent rights (after refusal by the other to do so jointly) will be entitled to retain all proceeds of such action.
The terms and conditions related to Sharp’s Manufacturing Rights for M2 shall be governed by 6.6 of the Agreement.
The Parties agree that following third party licensing costs are [ * ]:
1. [ * ]
Sharp may choose to pay the licensing fees directly to the aforementioned third parties, or may have Danger pay them and reimburse Danger on a per unit shipped basis.
If future carrier customer requirements require payment of third party costs in addition to those identified above, Danger and Sharp shall discuss how to allocate such costs. For example, if a new royalty bearing feature is requested by a Carrier and [ * ] has a [ * ] for such additional [ * ] (e.g. [ * ]) then the parties may agree for [ * ] However, if due to Carrier or technical requirements the feature must be [ * ], then the parties may agree to have [ * ].
8
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Notwithstanding the foregoing, the parties shall remain liable for certain intellectual property infringement matters (e.g. litigation costs, damages, and license fees, if any) as stated in the Agreement and this Product Plan.
Sharp acknowledges that the [ * ] technology and the [ * ] technology are owned by [ * ] and cannot be used or distributed further without a license from [ * ] or a [ * ]
SHARP CORPORATION | DANGER, INC. | |||||||
By: | /s/ Xxxxxxxx Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Xxxxxxxx Xxxxxxxx | Xxxxx X. Xxxxxxxx | |||||||
Group General Manager of Information and Communication Systems Group | Chairman & Chief Executive Officer |
9
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
EXHIBIT A-3
S1 Product Plan
This Exhibit A-3 is executed by Danger, Inc. (“Danger”) and Sharp Corporation (“Sharp”) pursuant to Section 3.2 of the Master Manufacturing and Distribution Agreement by and between Danger and Sharp dated as of April 28, 2004 (the “Agreement”). This Exhibit, when executed by the Parties, shall be binding on the Parties, shall constitute part of the Agreement, and shall be subject to the terms and conditions thereof. All capitalized terms used herein and not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement. In the event of any inconsistencies between the terms of this Exhibit and the terms of the Agreement, the terms of the Exhibit shall be controlling.
1. Product Name.
S1 (also known as the PV150 Series).
In the event the Parties choose to sell S1 outside of North America they will allocate costs associated with testing and launching for international markets as they’ve done for previous Products.
2. Product Specifications.
Sharp shall be primarily responsible for the S1 Hardware Specification. Danger shall be primarily responsible for the S1 Software Specification. Each side shall provide support to the other in its area of responsibility as reasonably requested.
HARDWARE SPECIFICATION: Sharp
Size | (W)130 x (D)63 x (H)22.2mm | |
Weight | Approx. 176g | |
CPU | TI: OMAP Application Processor (OMAP331). ARM9 core./Bus 16bit | |
Built-in RF | Enfora Whistler radio module, a dual band radio (850/1900MHz). | |
Built-in Bluetooth | NA | |
LCD Display Module | Size: 2.4” Resolution: 1/8VGA [ * ] Colors: 65,536. Technology: Transflective TFT Backlight: LED type, 3-step adjustment (excluding the backlight-off mode). Brightness: 28 cd/m2” | |
Light Sensor | No | |
Flash ROM | 512Mbit NAND Flash ROM | |
RAM | 512Mbit SDRAM | |
USB port (Client) | Mini B connector, USB Version 1.1 only for manufacturing/Not for end-user | |
KEY | QWERTY key board: 47 keys Command button * 4 pcs, D-PAD TRACK Ball with LEDs (RGB), Page UP/DOWN Side button: Power, Volume +/-, Shoulder Left/Right | |
Battery Lock Switch | Yes (Electrical switch included) | |
RGB LED (for Trackball) | RGB LED (separate RGB on trackball flex) | |
Keyboard Back Light LED | Amber LED *28pcs | |
Charge LED | LED 1 piece (Color : Orange ) | |
Main Battery | Li-ion battery, 1500mAh (User exchangeable) | |
Battery life Standby Talk (Voice / Data) | Target: More than 72Hrs More than 4.5Hrs | |
Battery charge | Charge time: 4 hours estimated (RF off and standby mode) | |
Ringer / Receiver Speaker | Combo speaker (17mm, Ringer and Receiver) Located on the top side of the unit (Under D-pad) | |
Vibrator | Yes |
1
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Microphone | Monaural microphone Located on the top side of the unit. | |
Audio xxxx | 2.5mm plug. Mono audio support and one button | |
Headset | Mono headset without button | |
Carrying Case | Yes/ New design | |
AC charger | Input: 100V - 240V AC, 50/60 Hz Output: 5.15V DC, 1A | |
Other accessories | Battery pack (1500mAh)x1, start guide x 1 , reference guide x 1, T’s&C’s Limited warranty x 1 (No USB cable included) |
SOFTWARE SPECIFICATION: Danger
OS | Based on hiptop OS and Software Release 3.3 | |
Phone | Supports handheld, hands-free, and speakerphone modes Customizable ringtones and Caller ID images Voicemail, Call forwarding, Hold, Mute, Multi-party calling Call log | |
Web Browser | HTML 4.0 Web Browser, SSL Support, JavaScript Support, Cookies support | |
E-Mail Client | Push email solution (“Instant email”) Fetch from device account and up to 3 POP3/IMAP accounts Transcoding support for of MS Word, Adobe Acrobat & Image attachments Playback support for WAV sound file attachments Save Image attachments to Image Gallery | |
SMS | Short Message Service (SMS) Store messages on device or SIM Card Send/Receive Concatenated SMS Delivery Reports Reply Request | |
MMS | Multimedia Messaging Service (MMS) (available as a post-launch option via OTA) Compose MMS with up to 3 slides Include a picture, sound, or a 20 second voice note on each slide. Digital Rights Management: Forward Lock | |
Instant Messaging | AIM, MSN Messenger and Yahoo Messenger clients available (Optional, at additional cost to Carriers) Full Buddy List functionality, Instant Buddy List updates | |
PIM Applications* | Address Book, Contact sharing through Send/Receive of vCards, Calendar, To Do, Notes, Web interface for PC access to data | |
“My Faves” Application | Included for T-Mobile USA units (Rich Feature Set version at launch) | |
Image gallery | Stores up to 1.75MB of image data in device, Can be used for Photo Caller ID, attach image to email, IM buddy icon, myFaves (available as a post-launch option via OTA) Requires users to input images via e-mail attachments. | |
Gaming & Entertainment | Pumpjack game (optional per carrier) Premium Download Manager supports purchase and management of Ringtones and Applications |
3. Development Schedule.
Below are the key milestone dates that the Parties commit to meet for the S1 project. Sharp shall manage and be responsible for the development, testing and production schedules for the S1 hardware. Danger shall manage and be responsible for the development and testing schedules for the S1 software. The parties shall collaborate and share scheduling information.
Date | Milestones for T-Mobile USA |
2
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
[ * ] | Sharp ships out ([ * ]) EVT1 units to Danger | |
[ * ] | Sharp ships out ([ * ]) DVT0 units to Danger | |
[ * ] | Sharp ships out ([ * ]) DVT1 units to Danger | |
[ * ] | [ * ] delivers candidate radio firmware to Danger | |
[ * ] | Sharp ships ([ * ]) early PVT0 units for memory testing to Danger | |
[ * ] | Sharp ships out ([ * ])PVT0 units to Danger | |
[ * ] | Software Feature Complete declare (Danger) | |
[ * ] | Final Candidate Firmware from [ * ] delivered to Sharp & Danger | |
[ * ] | Alpha OS software declare (Danger) | |
[ * ] | Sharp ships out ([ * ]) PVT2 units to Danger | |
[ * ] | Beta OS software declare (Danger) | |
[ * ] | (RC) Release Candidate OS software available (Danger) | |
[ * ] | Factory Package to be delivered to Sharp (Danger) | |
[ * ] | Sharp submits final units to T-Mobile for testing | |
[ * ] | [ * ] approves S1 hardware (proceed with production start) | |
[ * ] | Sharp ships out ([ * ]) Pre-Production Unit to Danger | |
[ * ] | [ * ] approves S1 software and issues Terminal Approval (TA) | |
[ * ] | Sharp ships initial [ * ] units to [ * ] distribution center | |
[ * ] | Commercial Launch of S1 by [ * ] |
4. Prototypes.
Sharp shall provide Danger with the following S1 prototype devices and also provide details all hardware changes between revisions. Upon Danger’s request for additional prototype units, Sharp shall provide such units to Danger at [ * ] For Sharp’s providing the additional prototype units, the delivery schedule and pricing will be mutually agreed upon between both Danger and Sharp. Therefore the total requested Danger quantity of prototype devices is:
Device | Number [ * ] | Number [ * ] | ||
DVT0 | [ * ] | [ * ] | ||
DVT1 | [ * ] | [ * ] | ||
PVT0 | [ * ] | [ * ] | ||
PVT2* | [ * ] | [ * ] |
In addition, Sharp made available to Danger the following additional number of units free of charge. This is a [ * ] beyond the requirement of [ * ] free units in the Agreement.
Device | Number [ * ] | |
EVT1 | [ * ] | |
Early PVT0 (for memory testing) | [ * ] |
5. Technical Contacts.
Danger | Sharp | |||||||
Name: | [ * ] | Name: | [ * ] | |||||
Title: | SVP of Engineering | Title: | Division General Manager, Wireless Convergence division of ICSG | |||||
Tel: | [ * ] | Tel: | [ * ] | |||||
Email: | [ * ] | Email: | [ * ] |
6. Test Plan.
3
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
The parties have identified the regulatory and industry tests listed below for the commercial launch of S1 in the United States. Additional testing, including those for carrier approval processes, may also be required. Pursuant to Section 4.3(f)(i) of the Agreement, Sharp shall, at its expense, conduct such tests and Danger shall provide Sharp with reasonable support (described in more detail below) at no charge (except for reimbursement of Danger’s out-of-pocket expenses which Sharp must agree in advance).
The parties shall share testing costs as follows:
PTCRB, Testing. [ * ] shall pay for the lab time testing costs recommended by [ * ] (“X hours”) + up to [ * ] hours of additional lab time for follow-up testing. The additional testing (up to [ * ] hours) is to be expected as follow-up on the initial [ * ] testing. If additional testing, above X + [ * ] hours (“Overtime”), is required [ * ], then [ * ] will pay the Overtime test costs. [ * ] pay for Overtime test costs related to [ * ] issues. If Overtime testing is required because of [ * ] software defects, then Sharp and Danger will request [ * ] to pay for such Overtime test costs. If [ * ] refuses, Sharp shall manage [ * ] to reach a suitable resolution.
Note: the [ * ] estimate for testing will need to be confirmed by Danger and Sharp as a reasonable estimate.
(a) Carrier Testing. [ * ] will pay for up to [ * ] hours testing lab time for each carrier. (This includes, but is not limited to costs of [ * ] for [ * ]). Additional testing needed above [ * ] hours will be paid for by [ * ]; however, if it is determined that the problem causing the need for such additional testing is [ * ], then [ * ] shall reimburse [ * ] for the costs of such additional testing. For carrier customers to whom Danger provides S1 directly, [ * ] be responsible for any of the expenses for the carrier approval testing, unless otherwise agreed upon in writing by Danger and Sharp.
(b) FCC Testing. [ * ] shall pay for all [ * ] test costs.
Danger shall provide the following support for testing:
Danger will provide full support to Sharp Corporation in the area of compliance testing and certification, utilizing the experience gained on previous Danger projects. Danger will provide a specification document providing details of government regulatory and specific industry mandatory requirements that must be met in order to ship a product. Sharp will provide Danger with a copy of all pre-compliance (internal) as well as official test results and reports (external) obtained as part of the compliance verification process.
For GSM industry approval (PTCRB), Danger will supply engineering resources to attend the testing on-site without charge for any testing booked at [ * ] at [ * ]. Engineering resources may be available to support testing at other laboratories (including [ * ] in [ * ]) and locations provided that Sharp Corporation covers any travel related expenses for Danger’s Palo Alto, CA based personnel. Any travel related expenses shall be discussed and confirmed with Sharp prior to being incurred. In addition, Danger will provide feedback and analysis of test results obtained by Sharp throughout the product development cycle to aid the resolution of any test failures that occur.
Danger will have the right to use the test results internally for product management and planning purposes. In the event that Danger wishes to disclose this data for the purpose of establishing new carrier customers, Danger shall acquire Sharp’s written consent in advance.
The following schedule is based on the agreed schedule of [ * ]/Danger/Sharp.
Government Regulation
Category | Description / Title | Owner | Schedule | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] |
Industry Certification
Category | Description / Title | Owner | Schedule | |||||
[ * ] | [ * ] | [ * ] | [ * ] |
4
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
[ * ] | [ * ] | [ * ] | ||||||
[ * ] | [ * ] | [ * ] | ||||||
[ * ] | [ * ] | [ * ] | ||||||
[ * ] | [ * ] | [ * ] |
* | Danger shall assist Sharp in conducting the test. |
7. Danger Technology.
For this S1 Project Plan, the following Danger Software is licensed to Sharp under the terms of the Agreement: Danger Client Software - Based on hiptop OS and Software Release 3.3 or its successors.
For this S1 Project Plan, the hardware design of the S1 Product, including the “hinge” design for use in S1, will be considered Sharp Design Technology.
8. Sales and Marketing Terms.
(a) Sharp and Danger shall meet quarterly to develop and implement a sales plan for S1 that will include but not be limited to the following:
i. A list of prospective carrier/operators as well as key contacts at those operators.
ii. A schedule of joint sales calls with key influencers and decision makers at these prospect accounts. Sharp and Danger will make sales staff available for at least 1 sales call per prospective account per quarter.
iii. A plan for internal user trials, technical trials, end user trials and market trials for these prospects.
iv. Developing and proactively presenting proposals for commercials terms to each of the prospective carriers/operators as appropriate during the sales process.
(b) If the parties agree to make the S1 Product available outside of North America, Sharp shall provide [ * ] production units of S1 for pre-sales marketing and technical feasibility trials to prospective carrier customers that the parties mutually agree to. Sharp shall provide such units to the prospective carrier customers directly, but in cooperation with Danger which shall provide appropriate software and service accounts for the units.
9. Other Product Details.
(a) Hardware Design Changes.
In the event that Sharp decides to change any portion of hardware (including but not limited to mechanical or electrical changes) that has any software impact, Sharp shall provide a reasonable number of additional units free of charge to Danger for testing. The number of additional units shall be mutually agreed to by the parties.
(b) Design Patent.
Sharp agrees to file application(s) for design patent(s)/design registration rights on the S1 exterior design in order to prevent the sale and distribution of imitation models by third parties. Sharp will prepare applications for design patent(s) at Sharp’s cost. The design patents shall be filed in Sharp’s name as Sharp is responsible for the S1 hardware design.
(c) Manufacturing Rights.
The terms and conditions related to Sharp’s Manufacturing Rights for S1 shall be governed by 6.6 of the Agreement.
(d) Software License Fees.
The Parties agree that following third party licensing costs are to be included in the handset pricing to operators:
1. [ * ]
5
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Sharp shall pay the licensing fees directly to the aforementioned third parties, or with Danger’s prior agreement, may reimburse Danger after Danger pays.
If future carrier customer requirements require payment of third party costs in addition to those identified above, Danger and Sharp shall discuss how to allocate such costs. For example, if a new royalty bearing feature is requested by a Carrier and [ * ] has a [ * ] for such additional [ * ] (e.g. [ * ] then the parties may agree for [ * ]. However, if due to Carrier or technical requirements the feature must be [ * ], then the parties may agree to have [ * ]. [ * ] shall not have to pay any such additional royalty for a new feature [ * ] unless [ * ] agrees in writing to pay such royalty. The parties shall discuss any such royalty prior to implementation of the feature.
Notwithstanding the foregoing, the parties shall remain liable for certain intellectual property infringement matters (e.g. litigation costs, damages, and license fees, if any) as stated in the Agreement and this Product Plan.
SHARP CORPORATION | DANGER, INC. | |||||||
By: | /s/ Masami Ohbatake | By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Masami Ohbatake | Xxxxx X. Xxxxxxxx | |||||||
Group General Manager | Chairman & Chief Executive Officer |
6
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
EXHIBIT A-4
SHURIKEN Product Plan
This Exhibit A-4 is executed by Danger, Inc. (“Danger”) and Sharp Corporation (“Sharp”) pursuant to Section 3.2 of the Master Manufacturing and Distribution Agreement by and between Danger and Sharp dated as of April 28, 2004 (the “Agreement”). This Exhibit, when executed by the Parties, shall be binding on the Parties, shall constitute part of the Agreement, and shall be subject to the terms and conditions thereof. All capitalized terms used herein and not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement. In the event of any inconsistencies between the terms of this Exhibit and the terms of the Agreement, the terms of the Exhibit shall be controlling.
1. Product Name.
SHURIKEN (also known as the PV250 M2HD Series).
In the event the Parties choose to sell SHURIKEN outside of North America they will allocate costs associated with testing and launching for international markets as they’ve done for previous Products.
2. Product Specifications.
Sharp shall be primarily responsible for the SHURIKEN Hardware Specification. Danger shall be primarily responsible for the SHURIKEN Software Specification. Each side shall provide support to the other in its area of responsibility as reasonably requested.
HARDWARE SPECIFICATION: Sharp
Size | Approx. (W)130 x (D)61 x (H)18mm | |
Color | Blue w/ Blue “Mood” LED (PV250A) Xxxxx w/ Blue “Mood” LED (PV250B) | |
Weight | Approx. 164g with battery pack / without SIM/ microSD | |
CPU | TI: OMAP Application Processor (OMAP331) ARM9 core./Bus16bit | |
Built-in RF | Enfora Keystone radio module, Quad-band radio (850/900/1800/1900MHz) | |
Built-in Bluetooth | Bluetooth Ver.2.0 compliant, Class2 Support for Bluetooth Headset, Hands Free, Object push | |
LCD Display Module | Size: 3.0” Resolution: WQVGA 400(H) * RGB * 240(V) pixels Colors: 65,536 Technology: Mobile ASV, TFT Backlight: LED type, 3-step adjustment (excluding the backlight-off mode) Brightness: Max 250cd/m2” | |
Light Sensor | Yes | |
CAMERA | 1/4 inch C-MOS Sensor (Fixed focus) 1280 x 1024 (SXGA : 1.3M pixel) Lens : 3 plastics | |
Camera FLASH LED | White LED, 10cd (max) | |
Flash ROM | 512Mbit NAND Flash ROM | |
RAM | 512Mbit DDRSDRAM | |
SD Slot | Single Micro-SD card slot | |
USB port (Client) | Mini B connector, USB Version 2.0 | |
KEY | QWERTY key board: 47 keys Command button * 4 pcs, D-PAD TRACK Ball with LEDs (RGB), Page UP/DOWN Side button: Power, Volume +/-, Shoulder Left/Right | |
Battery Lock Switch | Yes (Electrical switch included) | |
RGB LED (for Trackball) | RGB LED (separate RGB on trackball flex) | |
Keyboard Back Light LED | White LED *4pcs | |
Illumination(Mood) LED | Blue *4pcs for both models:PV250A/PV250B | |
Charge LED | LED 1 piece (Color : Orange ) | |
Main Battery | Li-ion battery, 1540mAh (User exchangeable, new battery) |
1
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Battery life | ||
Standby | Approx. 144Hrs (6days) | |
Talk (Voice / Data) | Approx. 5Hrs | |
Charge time: 4 hours estimated (RF off and standby mode) | ||
Ringer / Receiver Speaker | Combo speaker (16mm, Ringer and Receiver) Located on the top side of the unit (Under D-pad) | |
Vibrator | Yes | |
Microphone | Monaural microphone Located on the lower left side of the unit. | |
Audio xxxx | 3.5mm plug. Supports stereo headset with monaural microphone and one Button (The headset shipped with SHURIKEN) | |
Headset | Stereo headset with microphone and hook button | |
Carrying Case | Yes | |
AC charger | Input: 100V - 240V AC, 50/60 Hz Output: 5.5 V DC, 1A,USB Mini B type plug | |
Other accessories | Battery pack (1540mAh)x1, manual folder x1, start guide fold-out poster x 1 , reference guidex1, T’s&C’s Limited warranty x 1, USB cable x1, headset x 1,AC Adapter x1, 128MB microSD memory card x1, carrying case x1 | |
Software Security | External interfaces accessible by the end user must not permit loading of unauthorized software (e.g. JTAG pads not accessible without disassembly of device; USB boot loader not enabled without disassembly of device, except by Danger Software). | |
SOFTWARE SPECIFICATION: Danger | ||
OS | Based on hiptop OS and Software Release 4.4 | |
Phone | Supports handheld, hands-free, and speakerphone modes Customizable ringtones and Caller ID images Voicemail, Call forwarding, Hold, Mute, Multi-party calling Call log | |
Web Browser | HTML 4.0 Web Browser, SSL Support, JavaScript Support, Cookies support | |
E-Mail Client | Push email solution (“Instant email”) Fetch from device account and up to 3 POP3/IMAP accounts Transcoding support for of MS Word, Adobe Acrobat & Image attachments Playback support for WAV sound file attachments Save Image attachments to Image Gallery | |
SMS | Short Message Service (SMS) Store messages on device or SIM Card Send/Receive Concatenated SMS Delivery Reports Reply Request | |
MMS | Multimedia Messaging Service (MMS) (Optional, per carrier) Compose MMS with up to 3 slides Include a picture, sound, or a 20 second voice note on each slide. Digital Rights Management: Forward Lock | |
Instant Messaging | AIM, MSN Messenger and Yahoo Messenger clients available (Optional, at additional cost to Carriers) Full Buddy List functionality, Instant Buddy List updates | |
PIM Applications* | Address Book, Contact sharing through Send/Receive of vCards, Calendar, To Do, Notes, Web interface for PC access to data | |
“My Faves” Application | Included for T-Mobile USA units | |
Image gallery | Stores up to 1.75 MBof image data in device, Can be used for Photo Caller ID, attach image to email, IM buddy icon, My Faves. | |
Gaming & Entertainment | Bob’s Journey (optional per carrier) Premium Download Manager supports purchase and management of Ringtones and Applications |
2
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
[ * ] Support | Parties to determine whether [ * ] features will be supported on the Product (e.g. not supported, [ * ]) and the means for delivering the features to Product already shipped. |
Below are the key milestone dates that the Parties commit to meet for the SHURIKEN project. Sharp shall manage and be responsible for the development, testing and production schedules for the SHURIKEN hardware. Danger shall manage and be responsible for the development and testing schedules for the SHURIKEN software. The parties shall collaborate and share scheduling information.
Date | Milestones for T-Mobile USA | |
[ * ] | Sharp ships out ([ * ]) EVT2 to Danger w/Sharp USB charging rework | |
[ * ] | Sharp ships out ([ * ]) EVT3 PCB units to Danger | |
[ * ] | Sharp ships out ([ * ]) EVT3(Navi-style) units to Danger | |
[ * ] | Sharp ships out ([ * ]) EVT3 handmade cabinet unit to Danger | |
[ * ] | Software Feature Complete declared on EVT2 (except mood lights) | |
[ * ] | Software Alpha declared on DVT | |
[ * ] | Sharp ships ([ * ]) DVT1 to Danger | |
[ * ] | Sharp ships out ([ * ]) PVT1 units to Danger | |
[ * ] | Sharp ships out ([ * ]) PVT2 units to Danger | |
[ * ] | Software Beta declared on PVT1 | |
[ * ] | Software Release for Test Cycle 1 | |
[ * ] | Software Release Candidate for Test Cycle 2 | |
[ * ] | Software Release for Test Cycle 3 and Factory Package delivered to Sharp | |
[ * ] | Sharp ships out ([ * ]) PP units to Danger | |
[ * ] | Sharp submits final units to [ * ] for testing | |
[ * ] | [ * ] approves Shuriken hardware (proceed with production start) | |
[ * ] | [ * ] approves Shuriken software and issues Terminal Approval (TA) | |
[ * ] | Mass Production starts | |
[ * ] | Sharp ships initial [ * ] units to T-Mobile distribution center | |
[ * ] | Commercial Launch of Shuriken by [ * ] |
Sharp shall provide Danger with the following SHURIKEN prototype devices and also provide details of all hardware changes between revisions. For Sharp’s providing the additional prototype units, the delivery schedule and pricing will be mutually agreed upon between both Danger and Sharp. Therefore, at the time this Product Plan is executed, the total requested Danger quantity of prototype devices is:
Device | Number [ * ] | Number [ * ] | ||
EVT2 | [ * ] | [ * ] | ||
EVT3 | [ * ] | [ * ] | ||
DVT1 | [ * ] | [ * ] | ||
PVT1 | [ * ] | [ * ] | ||
PVT2 | [ * ] | [ * ] | ||
PP | [ * ] | [ * ] |
In addition, Sharp made available to Danger the following additional number of units [ * ] to accelerate the development schedule of software. This is a [ * ] beyond the requirement of [ * ] in the Agreement.
Device | Number Free of Charge | |
EVT3 (NAVI-style) | [ * ] | |
DVT1 | [ * ] |
3
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
5. Technical Contacts.
Danger | Sharp | |||||
Name: | Xxx Xxxxxxxx | Name: | [ * ] | |||
Title: | SVP of Engineering | Title: | [ * ] | |||
Tel: | 000-000-0000 | Tel: | [ * ] | |||
Email: | xxx@xxxxxx.xxx | Email: | [ * ] |
6. Test Plan.
The parties have identified the regulatory and industry tests listed below for the commercial launch of SHURIKEN in the United States. Additional testing, including those for carrier approval processes, may also be required. Pursuant to Section 4.3(f)(i) of the Agreement, Sharp shall, at its expense, conduct such tests and Danger shall provide Sharp with reasonable support (described in more detail below) at no charge (except for reimbursement of Danger’s out-of-pocket expenses which Sharp must agree in advance).
The parties shall share testing costs as follows:
PTCRB, Testing. [ * ] shall pay for the lab time testing costs recommended by the PTCRB approved test lab selected by Sharp (“X hours”) + up to [ * ] hours of additional lab time for follow-up testing. The additional testing (up to [ * ] hours) is to be expected as follow-up on the initial testing. If additional testing, above X + [ * ] hours (“Overtime”), is required [ * ], then [ * ] will pay the Overtime test costs. [ * ] pay for Overtime test costs related to [ * ] issues. If Overtime testing is required because of [ * ] software defects, then Sharp and Danger will request [ * ] to pay for such Overtime test costs. If [ * ] refuses, Sharp shall manage [ * ] to reach a suitable resolution.
Note: the test lab’s estimate for testing will need to be confirmed by Danger and Sharp as a reasonable estimate.
(a) Carrier Testing. [ * ] will pay for up to [ * ] hours testing lab time for each carrier. (This includes, but is not limited to costs for [ * ]’s test lab). Additional testing needed above [ * ] hours will be paid for by [ * ]; however, if it is determined that the problem causing the need for such additional testing is [ * ], then [ * ] shall reimburse Sharp for the costs of such additional testing. For carrier customers to whom Danger provides Shuriken directly, [ * ] be responsible for any of the expenses for the carrier approval testing, unless otherwise agreed upon in writing by Danger and Sharp.
(b) Legally Required Tests. Sharp shall pay for all legally required test and approval costs (e.g. FCC/IC).
Danger shall provide the following support for testing:
Danger will provide full support to Sharp Corporation in the area of compliance testing and certification, utilizing the experience gained on previous Danger projects. Sharp will provide Danger with a copy of all pre-compliance (internal) as well as official test results and reports (external) obtained as part of the compliance verification process.
For GSM industry approval (PTCRB), will be managed by Sharp and [ * ]. Danger will supply engineering resources to attend the testing on-site without charge for any testing booked at [ * ] at [ * ]. Engineering resources may be available to support testing at other laboratories (including [ * ] in the [ * ]) and locations provided that Sharp Corporation covers any travel related expenses for Danger’s Palo Alto, CA based personnel. Any travel related expenses shall be discussed and confirmed with Sharp prior to being incurred. In addition, Danger will provide feedback and analysis of test results obtained by Sharp throughout the product development cycle to aid the resolution of any test failures that occur.
Danger will have the right to use the test results internally for product management and planning purposes. In the event that Danger wishes to disclose this data for the purpose of establishing new carrier customers, Danger shall acquire Sharp’s written consent in advance.
The following schedule is based on the agreed schedule of [ * ]/Danger/Sharp.
Government Regulation
Category | Description / Title | Owner | Schedule | |||
[ * ] | [ * ] | [ * ] |
4
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
[ * ] | [ * ] | |||||
[ * ] | [ * ] | |||||
[ * ] | [ * ] | |||||
[ * ] | [ * ] | |||||
[ * ] | [ * ] | |||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] |
Industry Certification
Category | Description / Title | Owner | Schedule | |||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] | ||||
[ * ] | [ * ] | [ * ] |
* | Danger shall assist Sharp in conducting the test. |
** | The parties shall work together to resolve [ * ] issues. Sharp shall manage [ * ] to ensure that the [ * ] meets FTA requirements. Danger shall provide Sharp with reasonable assistance in evaluating [ * ] issues. |
For this SHURIKEN Project Plan, the following Danger Software is licensed to Sharp under the terms of the Agreement: Danger Client Software—Based on hiptop OS and Software Release 4.4 or its successors.
For this SHURIKEN Project Plan, the hardware design of the SHURIKEN Product, including the “hinge” design for use in SHURIKEN, will be considered Sharp Design Technology. Danger agrees not to assert any of Danger’s “hinge” related patents or require fees from Sharp for such patent rights for Sharp’s manufacture and sale of the Product.
(a) Sharp and Danger shall meet quarterly to develop and implement a sales plan for SHURIKEN that will include but not be limited to the following:
i. A list of prospective carrier/operators as well as key contacts at those operators.
ii. A schedule of joint sales calls with key influencers and decision makers at these prospect accounts. Sharp and Danger will make sales staff available for at least 1 sales call per prospective account per quarter.
iii. A plan for internal user trials, technical trials, end user trials and market trials for these prospects.
iv. Developing and proactively presenting proposals for commercials terms to each of the prospective carriers/operators as appropriate during the sales process.
(b) If the parties agree to make the SHURIKEN Product available outside of North America, Sharp shall provide [ * ] production units of SHURIKEN for pre-sales marketing and technical feasibility trials to prospective carrier customers that the parties mutually agree to. Sharp shall provide such units to the prospective carrier customers directly, but in cooperation with Danger which shall provide appropriate software and service accounts for the units.
5
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
9. Other Product Details.
(a) | Hardware Design Changes. |
In the event that Sharp decides to change any portion of hardware (including but not limited to mechanical or electrical changes) that has any software impact, Sharp shall provide a reasonable number of additional units free of charge to Danger for testing. The number of additional units shall be mutually agreed to by the parties. In addition, the software development schedule will be reasonably adjusted for any hardware changes that have software impact.
(b) | Design Patent. |
Sharp agrees to file application(s) for design patent(s)/design registration rights on the SHURIKEN exterior design in order to prevent the sale and distribution of imitation models by third parties. Sharp will prepare applications for design patent(s) at Sharp’s cost. The design patents shall be filed in Sharp’s name as Sharp is responsible for the SHURIKEN hardware design.
(c) | Manufacturing Rights. |
The terms and conditions related to Sharp’s Manufacturing Rights for SHURIKEN shall be governed by 6.6 of the Agreement.
(d) | License Fees. |
The Parties agree that following third party licensing costs are to be included in the handset pricing to operators:
1. [ * ]
Sharp shall pay the licensing fees directly to the appropriate third parties, or with Danger’s prior agreement, may reimburse Danger after Danger pays. Sharp also agrees to [ * ] connection with any of the above technologies. Except as related to the technologies above and Sharp’s obligations under Section [ * ] and [ * ] of the Agreement, Sharp shall have no [ * ] for applications that Danger makes available to Subscribers through [ * ] [ * ] shall not have to pay any such additional [ * ] unless [ * ] agrees in writing to pay such royalty. The parties shall discuss any such royalty prior to implementation of the feature.
Regarding [ * ], the parties acknowledge that Sharp’s responsibility to pay royalties for the entire shipment quantity is contingent on Sharp’s approval of the [ * ] for the Product, such approval not to be unreasonably withheld. The parties shall mutually agree to specifications and test files to judge the [ * ] quality. In any event, Sharp’s shipment of a Product with [ * ] shall constitute its approval. If a Carrier elects not to have [ * ] included in or delivered via OTA update to units it purchases [ * ], then Sharp shall not be required to pay [ * ] royalties on such units. For future products, the parties shall discuss the allocation of royalties for [ * ] features and determine which party is responsible for such royalties in the Product Plan for such future product.
Notwithstanding the foregoing, the parties shall remain liable for certain intellectual property infringement matters (e.g. litigation costs, damages, and license fees, if any) as stated in the Agreement and this Product Plan.
Sharp acknowledges that the [ * ] technology and the [ * ] technology are owned by [ * ] and cannot be used or distributed further without a license from [ * ] or a [ * ]
SHARP CORPORATION | DANGER, INC. | |||||||
By: | /s/ Masami Ohbatake | By: | /s/ Xxxxx X. Xxxxxxxx | |||||
Masami Ohbatake | Xxxxx X. Xxxxxxxx | |||||||
Group General Manager | Chairman & Chief Executive Officer |
6
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
EXHIBIT B
DANGER MARKS
Danger®
hiptop®
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
EXHIBIT C
SHARP MARKS
Sharp®
Sharp Corporation
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.