EXHIBIT 4
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into as of August 8,
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 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: /s/ Alain Rossmann By: /s/ Valdur Koha
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Print Name: Alain Rossmann Print Name: Valdur Koha
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Title: Chairman of the Board Title: President
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Date: August 8, 2000 Date: August 8, 2000
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