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Title: |
Business Services Agreement |
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Entities: |
PalmSource, Inc.; Palm, Inc.; PalmSource Inc. |
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Date: |
2003 |
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Size: |
41KB total |
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Price: |
$34 |
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ID: |
#143807 |
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Start of Preview |
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BUSINESS SERVICES AGREEMENT
BETWEEN
PALM, INC.
AND
PALMSOURCE, INC.
Effective as of December 3, 2001
TABLE OF CONTENTS
| Page | ||||||
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ARTICLE 1 DEFINITIONS |
1 | |||||
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1.1 |
ADDITIONAL SERVICES |
1 | ||||
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1.2 |
ANCILLARY AGREEMENTS |
1 | ||||
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1.3 |
IMPRACTICABLE |
1 | ||||
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1.4 |
LOCALIZED VERSION |
1 | ||||
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1.5 |
MASTER CONFIDENTIAL DISCLOSURE AGREEMENT |
2 | ||||
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1.6 |
MASTER SEPARATION AGREEMENT |
2 | ||||
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1.7 |
PERSON |
2 | ||||
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1.8 |
SEPARATION DATE |
2 | ||||
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1.9 |
SERVICE(S) |
2 | ||||
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1.10 |
SERVICE LEVEL AGREEMENT |
2 | ||||
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1.11 |
SOFTWARE |
2 | ||||
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1.12 |
SUBSIDIARY |
2 | ||||
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ARTICLE 2 SERVICE LEVEL AGREEMENTS |
2 | |||||
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ARTICLE 3 SERVICES |
3 | |||||
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3.1 |
SERVICES GENERALLY |
3 | ||||
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3.2 |
SERVICE BOUNDARIES |
3 | ||||
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3.3 |
IMPRACTICABILITY |
3 | ||||
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3.4 |
ADDITIONAL RESOURCES |
3 | ||||
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3.5 |
ADDITIONAL SERVICES |
3 | ||||
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3.6 |
OBLIGATIONS AS TO ADDITIONAL SERVICES |
3 | ||||
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ARTICLE 4 TERM |
4 | |||||
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ARTICLE 5 COMPENSATION |
4 | |||||
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5.1 |
CHARGES FOR SERVICES |
4 | ||||
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5.2 |
PAYMENT TERMS |
4 | ||||
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5.3 |
PERFORMANCE UNDER ANCILLARY AGREEMENTS |
5 | ||||
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5.4 |
ERROR CORRECTION; TRUE-UPS; ACCOUNTING |
5 | ||||
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5.5 |
PRICING ADJUSTMENTS |
5 | ||||
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ARTICLE 6 GENERAL OBLIGATIONS; STANDARD OF CARE |
5 | |||||
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6.1 |
PERFORMANCE METRICS: PALM |
5 | ||||
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6.2 |
DISCLAIMER OF WARRANTIES |
6 | ||||
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6.3 |
PERFORMANCE METRICS: PALMSOURCE |
6 | ||||
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6.4 |
TRANSITIONAL NATURE OF SERVICES; CHANGES |
6 | ||||
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6.5 |
RESPONSIBILITY FOR ERRORS; DELAYS |
6 | ||||
-i-
TABLE OF CONTENTS
(Continued)
| Page | ||||||
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6.6 |
GOOD FAITH COOPERATION; CONSENTS |
6 | ||||
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6.7 |
ALTERNATIVES |
7 | ||||
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ARTICLE 7 TERMINATION |
7 | |||||
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7.1 |
TERMINATION |
7 | ||||
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7.2 |
SURVIVAL |
7 | ||||
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7.3 |
USER IDS, PASSWORDS |
8 | ||||
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ARTICLE 8 RELATIONSHIP BETWEEN THE PARTIES |
8 | |||||
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ARTICLE 9 SUBCONTRACTORS |
8 | |||||
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ARTICLE 10 INTELLECTUAL PROPERTY |
8 | |||||
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10.1 |
ALLOCATION OF RIGHTS BY ANCILLARY AGREEMENTS |
8 | ||||
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10.2 |
EXISTING OWNERSHIP RIGHTS UNAFFECTED |
8 | ||||
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10.3 |
OWNERSHIP OF DEVELOPED WORKS |
8 | ||||
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10.4 |
LICENSE TO PREEXISTING WORKS |
9 | ||||
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ARTICLE 11 SOFTWARE LICENSE |
9 | |||||
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11.1 |
SOFTWARE DELIVERABLE/LICENSE |
9 | ||||
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11.2 |
RESTRICTIONS; NOTICES; TECHNICAL ASSISTANCE |
9 | ||||
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11.3 |
AS-IS WARRANTY |
10 | ||||
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11.4 |
MISCELLANEOUS |
10 | ||||
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ARTICLE 12 CONFIDENTIALITY |
10 | |||||
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ARTICLE 13 LIMITATION OF LIABILITY |
10 | |||||
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ARTICLE 14 FORCE MAJEURE |
11 | |||||
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ARTICLE 15 DISPUTE RESOLUTION |
11 | |||||
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15.1 |
MEDIATION |
11 | ||||
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15.2 |
ARBITRATION |
11 | ||||
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15.3 |
COURT ACTION |
12 | ||||
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15.4 |
CONTINUITY OF SERVICE AND PERFORMANCE |
12 | ||||
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15.5 |
RESOLUTION BY PALMSOURCE COMMITTEE |
12 | ||||
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ARTICLE 16 MISCELLANEOUS |
12 | |||||
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16.1 |
ENTIRE AGREEMENT |
12 | ||||
-ii-
TABLE OF CONTENTS
(Continued)
| Page | ||||
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16.2 |
GOVERNING LAW |
12 | ||
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16.3 |
DESCRIPTIVE HEADINGS |
13 | ||
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16.4 |
NOTICES |
13 | ||
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16.5 |
NONASSIGNABILITY |
13 | ||
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16.6 |
SEVERABILITY |
14 | ||
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16.7 |
FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE |
14 | ||
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16.8 |
AMENDMENT |
14 | ||
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16.9 |
COUNTERPARTS |
14 |
-iii-
BUSINESS SERVICES AGREEMENT
This Business Services Agreement (the Agreement) is executed on May 9, 2002 and made effective as of December 3, 2001 (the Effective Date), between Palm Inc., a Delaware corporation (Palm), having an office at 5470 Great America Parkway, Santa Clara, CA 95054 and PalmSource, Inc., a Delaware corporation (PalmSource), having an office at 5470 Great America Parkway, Santa Clara, California, 95054.
RECITALS
WHEREAS, the Board of Directors of Palm has determined that it is in the best interest of Palm and its stockholders to separate Palms existing businesses into two independent businesses and have the current business of the Palm platform solutions group conducted through a wholly-owned subsidiary;
WHEREAS, as part of the foregoing, Palm and PalmSource have entered into a Master Separation Agreement (as defined below), which provides for, among other things, the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing; and
WHEREAS, also as part of the foregoing, the parties further desire to enter into this Agreement for Palm to provide certain business services to PalmSource.
NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:
ARTICLE 1
DEFINITIONS
For the purpose of this Agreement, the following capitalized terms are defined in this Article 1 and shall have the meaning specified herein:
1.1 ADDITIONAL SERVICES. Additional Services has the meaning set forth in Section 3.5.
1.2 ANCILLARY AGREEMENTS. Ancillary Agreements has the meaning set forth in the Master Separation Agreement.
1.3 IMPRACTICABLE. Impracticable has the meaning set forth in Section 3.3.
1.4 LOCALIZED VERSION. Localized Version means localized versions of the Software.
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