EX-10.34 4 ex10-34.txt EXHIBIT A-3 1 EXHIBIT 10.34 EXHIBIT A-3 THE MELCO V291TD DEVELOPMENT FY 2001 PROJECT This Project Exhibit A-3 is effective the 1st day of April 2000 by and between Geoworks Corporation, a Delaware corporation whose principal address is 960 Atlantic Avenue, Alameda, California 94501 USA ("Geoworks"), and Mitsubishi Electric Corporation, a corporation duly organized and existing under the laws of Japan, having it's principal office at 2-2-3, Marunouchi, Chiyoda-ku, Tokyo 100-8310, Japan ("MELCO"). RECITALS (A) MELCO wishes to add Project Exhibit A-3 to the Technology License Agreement ("TLA") concluded on November 12, 199, and Amendment #1 concluded March 25, 1999, and to retain Geoworks professional services to assist MELCO with the V291TD development for the project period April 1, 2000 through October 31, 2000; and (B) Geoworks is agreeable to providing professional services to MELCO in exchange for the professional services fees as agreed. V291TD PROJECT AGREEMENT--V291TD Software Development Plan IDENTIFICATION OF LICENSED TECHNOLOGY All source code and documentation developed by Geoworks under this Project Exhibit A-3 will become Licensed Technology as defined in the TLA and Amendment #1. MELCO PAYMENTS Professional Service Fees MELCO will pay ### Geoworks ### TERRITORY Territory is as defined in the TLA and Amendment #1. TERM OF AGREEMENT AS TO THE V291TD PROJECT The term of this Project Exhibit shall be from April 1, 2000 through October 31, 2000. Upon mutual agreement, the Parties may extend this Project Exhibit, with appropriate modifications, if any, in the form of Exhibit A-3 or other mutually agreeable format. PRODUCT DEFINITION This product is defined under section 2.6 of Amendment #1 to the TLA. PROJECT DOCUMENTS Specifications To be attached 71 2 6.2 Acceptance Criteria This will be defined and reviewed per section 10.2 of this Exhibit. 1.1 Project Plan including Statement of Work To be attached QA Plan To be attached Melco Proprietary Elements To be attached Third Party Technology To be attached PROJECT MANAGERS Identification of the Geoworks Project Manager: Greg Wagner, Project Director Geoworks, 960 Atlantic Ave., Alameda, California 94501-1074 Identification of the MELCO Project Manager: Katsumi Nakai Section Manager, Section B Mobile Communication Terminal Engineering Department-C 8-1-1, Tsukaguchi-Honmachi Amagasaki City, Hyogo 660-86661 Japan Procedure for Changing Project Manager: A Party may change its designated Project Manager by giving notice of the change to the other Party, in the manner set forth in Section 16.8 (Notices). MELCO PROPRIETARY ELEMENTS At the conclusion of the Project Exhibit, the Parties will list the newly created MELCO proprietary elements as an attachment to this Exhibit. THIRD PARTY TECHNOLOGIES For Third Party Technology, Geoworks will abide by the terms of Exhibit E in Amendment #1 and if new Third Party Technology is utilized for this Project, a list of these will be attached to this Project Exhibit. 72 3 PROJECT ASSESSMENT PROJECT ASSESSMENT MEETINGS The designated project managers of MELCO and GEOWORKS will meet to determine and assess the status of the project and set goals for the next fiscal quarter on the following dates: 1) June 1-2, 2000 2) August 1-2, 2000 The purpose of these meetings is to reach mutual agreement on the status of the V291TD Project and for MELCO to raise any issues relating to Geoworks' performance. Unless Geoworks receives written notice of dissatisfaction from MELCO, the project will be presumed on course and the performance of Geoworks accepted and fully satisfactory for all time through the meeting date. If MELCO is not fully satisfied, within five (5) calendar days following the Interim Project Assessment Meeting, MELCO will provide a notice of dissatisfaction and a definitive list of status issues requiring attention and correction by Geoworks, including proposed time deadlines. Geoworks will respond in writing within seven (7) calendar days of receipt of the notice from MELCO and identify how it will take the corrective action requested or required by MELCO. In the event all issues are not resolved within 14 calendar days following the Interim Project Assessment Meeting, the Parties will meet in person for the purpose of resolving all issues to completion ("Resolution Meeting"). In the event the Parties do not resolve all issues at the Resolution Meeting, any portion of the retention relating to open and un-resolved issues will be held in deposit. During these meetings, Professional Service Fees will be reviewed and are subject to alteration in the event of changes to the specification in section 6.1 of this Exhibit. FINAL PROJECT REVIEW AND ASSESSMENT MEETING: October 1-2, 2000 The purpose of this final review and assessment meeting is to reach mutual agreement on the status of the V291TD Project and for MELCO to raise any issues relating to Geoworks' performance. Unless Geoworks receives written notice of dissatisfaction from MELCO, the project will be presumed on course and the performance of Geoworks fully satisfactory for all time through the meeting date. If MELCO is not fully satisfied with Geoworks' performance, MELCO must deliver at the meeting on October 1-2, 2000 a definitive list of issues and proposed resolutions. GEOWORKS' written response will be due by October 10, 2000. In the event all issues are not resolved by October 17, 2000, the Parties will meet in person on October 22-23, 2000 for the purpose of resolving all issues to completion ("Final Project Review 73 4 Resolution Meeting"). In the event the Parties do not resolve all issues at the Final Project Review Resolution Meeting, any portion of the retained Professional Service Fees relating to open and un-resolved issues will be held in deposit. GEOWORKS MELCO \S\ \S\ ---------------------- ------------------- Signature Signature Donald G. Ezzell H. Okada ---------------------- ------------------- Type or Print Name Type or Print Name General Counsel General Manager ---------------------- ------------------- Title Title 20 April 2000 2/4/'00 ---------------------- ------------------- Date Date 74 5 LIST OF DOCUMENTS TO BE ATTACHED TO EXHIBIT A-3 Specifications V291TD Software Development Plan Version 2.0 dated February 18, 2000 QA Plan 75