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EXHIBIT 6
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into as of August __,
2000 (the "Effective Date"), by and between Phone.com, Inc., a Delaware
corporation with its principal place of business at 800 Chesapeake Drive,
Redwood City, California 94063, U.S.A. ("Phone.com") and Software.com, Inc., a
Delaware corporation, with its principal place of business at 525 Anacapa
Street, Santa Barbara, California 93101 ("Software.com").
1. Each party desires to license, distribute, resell, sublicense, use and
test all products which are commercially generally available of the other party
(the "Transactions").
2. The parties desire to enter into a definitive Reseller License and
Services Agreement ("Definitive Agreement") to document the Transactions and the
parties rights and obligations with respect thereto. Except for Paragraphs 3
through 9 below, this MOU is not binding on the parties and neither party shall
be bound by any written or oral representations or negotiations between them,
directly or indirectly; it being intended that only by entering into the
Definitive Agreement shall the parties be bound.
3. The parties agree to use good faith efforts to enter into a Definitive
Agreement within ten (10) days from the Effective Date of this MOU.
4. Any expenses incurred by either party in connection with the
preparation and/or execution of this MOU and/or the Definitive Agreement, or in
connection with the performance of any activities described hereunder, shall be
borne by each party, respectively.
5. Any and all confidential information exchanged between the parties
hereunder shall be subject to the same terms and conditions contained in the
Confidentiality Agreement, dated as of June 2000, between the parties.
6. This MOU shall be construed and governed in accordance with the laws
of the State of California without regard to conflict of laws rules.
7. This MOU will cease and terminate upon the occurrence of the earliest
of the following:
(a) the parties enter into the Definitive Agreement; or
(b) the passage of thirty (30) days from the Effective Date of this
MOU.
8. The parties agree to issue a mutually agreeable press release
regarding their intent to enter into the Transactions.
9. This MOU constitutes the entire agreement of the parties with respect
to the subject matter hereof. No modification of this MOU will be binding on the
parties unless it is in writing and signed by authorized representatives of both
parties. Nothing herein contained shall be construed to create a joint venture,
agency or partnership, or to authorize any party to act as an agent or
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representative for the other party. Neither party may assign this MOU, or its
limited rights or obligations hereunder, to any third party without the prior
written consent of the other party.
PHONE.COM, INC. SOFTWARE.COM, INC.
By:____________________________ By:_______________________________
Print Name:____________________ Print Name:_______________________
Title:_________________________ Title:____________________________
Date:__________________________ Date:_____________________________
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