<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 1998
REGISTRATION NO. 333-42971
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
GLOBALTEL RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
WASHINGTON 4813 91-1663099
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1520 EASTLAKE AVENUE EAST
SEATTLE, WASHINGTON 98102
(206) 720-7250, FAX (206) 720-7251
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
RONALD P. ERICKSON, CHIEF EXECUTIVE OFFICER
1520 EASTLAKE AVENUE EAST
SEATTLE, WASHINGTON 98102
(206) 720-7250, FAX (206) 720-7251
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
--------------
COPIES TO:
THOMAS S. HODGE RONALD J. LONE
AUDREY HWANG CHRISTOPHER J. VOSS
HELLER EHRMAN WHITE & MCAULIFFE LEE J. BRUNZ
6100 COLUMBIA CENTER STOEL RIVES LLP
701 FIFTH AVENUE ONE UNION SQUARE
SEATTLE, WASHINGTON 98104 600 UNIVERSITY STREET, 36TH FLOOR
TELEPHONE: (206) 447-0900 SEATTLE, WASHINGTON 98101
FACSIMILE: (206) 447-0849 TELEPHONE: (206) 624-0900
FACSIMILE: (206) 386-7500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following the effectiveness of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER(1) DESCRIPTION OF DOCUMENT NUMBER
--------- ----------------------- ----------
<C> <S> <C>
*1.1 Form of Underwriting Agreement
3.1 Articles of Incorporation, as amended
3.2 Bylaws
*4.1 Specimen Common Stock Certificate
4.2 Form of Stock Purchase Warrant
4.3 Form of Stock Purchase Warrant
4.4 Form of Stock Purchase Warrant
4.5 Form of Stock Purchase Warrant
4.6 Form of Promissory Note
4.7 Form of Promissory Note
4.8 Form of Promissory Note
4.9 Form of Promissory Note
*5.1 Opinion of Heller Ehrman White & McAuliffe
10.1 GlobalTel Resources, Inc. 1996 Stock Option Plan
10.2 Form of Incentive Stock Option Agreement
10.3 Form of Nonqualified Stock Option Agreement
10.4 Form of Director Nonqualified Stock Option Agreement
10.5 Form of Indemnification Agreement with officers and
directors
10.6 Form of Employment Agreement
10.7 Office lease dated as of June 10, 1996 by and between
the Company, as Lessee, and One Wilshire Arcade
Imperial, Ltd., as Lessor, together with First
Amendment thereto dated June 24, 1997.
+10.8 Carrier Agreement dated as of August 20, 1996 by and
between Primecall, Inc. and Cable & Wireless, Inc.
+10.9 Reciprocal Telecommunications Agreement dated as of
December 3, 1996 by and between STAR Vending, Inc. and
Primecall, Inc.
+10.10 Switch Port Lease and Service Agreement dated as of
August 7, 1996 by and between Primecall, Inc. and World
Touch, Inc.
+10.11 Trilogy Telemanagement Service Agreement dated as of
April 2, 1997 by and between Trilogy Telemanagement,
L.L.C. and Primecall, Inc.
+10.12 Agreement for Managed Data Network Services dated April
28, 1995 (the "Scitor ITS Agreement") by and between
NetStar International Telecommunications, Inc.
("NetStar") and Scitor International Telecommunications
Services, Inc. ("Scitor ITS"), together with Amendment
No. 1 to the Scitor ITS Agreement dated February 21,
1996 between NetStar, Scitor ITS and GFP Group, Inc.
+10.13 Exclusive Services and Marketing Agreement dated as of
April 15, 1997 between the Company and International
Business Network for World Commerce & Industry, Ltd.
**+10.14 Master Task Agreement dated as of September 19, 1997 by
and between GFP Group, Inc. and Novell, Inc.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF DOCUMENT NUMBER
------- ----------------------- ----------
<C> <S> <C>
**+10.15 Novell Business Internet Services Affiliate Service
Platform Statement of Work to Agreement No. 97-
GlobalTel-001 dated October 21, 1997 between Novell,
Inc. and GFP Group, Inc.
10.16 Share Exchange Agreement dated as of December 29, 1995
by and among the Company and certain holders of shares
of capital stock of GFP Group, Inc.
10.17 GlobalTel Resources, Inc. 1997 Employee Stock Purchase
Plan
*11.1 Statement of computation of net income per share
23.1 Consent of Heller Ehrman White & McAuliffe (contained in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants
24.1 Power of Attorney (Page II-5)
27.1 Financial Data Schedule
</TABLE>
- --------
(1) Unless otherwise indicated, exhibit was filed as an identically numbered
exhibit to this Registration Statement on Form SB-2 as originally filed
with the Commission on December 22, 1997.
+ Portions of this exhibit have been omitted pursuant to an application for
an order granting confidential treatment. The omitted portions have been
separately filed with the Commission.
* To be filed by amendment.
** Exhibit is filed herewith.
II-2
<PAGE>
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM SB-2 AND AUTHORIZED AMENDMENT NO. 1
TO THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
IN THE CITY OF SEATTLE, STATE OF WASHINGTON ON JANUARY 23, 1998.
GLOBALTEL RESOURCES, INC.
/s/ Eric D. Orse
By: _________________________________
Eric D. Orse
Director of Finance and Treasurer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE OFFICE DATE
--------- ------ ----
<S> <C> <C>
Ronald P. Erickson * Chairman of the Board, January 23, 1998
____________________________________ President and Chief
Ronald P. Erickson Executive Officer
(Principal Executive
Officer)
/s/ Eric D. Orse Director of Finance and January 23, 1998
____________________________________ Treasurer
Eric D. Orse (Principal Financial and
Accounting Officer)
Ronald B. Fox * Senior Vice President and January 23, 1998
____________________________________ Director
Ronald B. Fox
Randall J. Ottinger * Director January 23, 1998
____________________________________
Randall J. Ottinger
Bruce L. Crockett * Director January 23, 1998
____________________________________
Bruce L. Crockett
Frank E. Krentzman * Director January 23, 1998
____________________________________
Frank E. Krentzman
Michael S. Brownfield * Director January 23, 1998
____________________________________
Michael S. Brownfield
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE OFFICE DATE
--------- ------ ----
<S> <C> <C>
Paul H.F.M. van de Plas * Director January 23, 1998
____________________________________
Paul H.F.M. van de Plas
Steven S.V. Wong * Director January 23, 1998
____________________________________
Steven S.V. Wong
Lyman C. Hamilton * Director January 23, 1998
____________________________________
Lyman C. Hamilton
*By: /s/ Eric D. Orse January 23, 1998
_______________________________
Eric D. Orse
Attorney-In-Fact
</TABLE>
II-4
<PAGE>
GLOBALTEL RESOURCES, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
+10.14 Master Task Agreement dated as of September 19, 1997 by and between
GFP Group, Inc. and Novell, Inc.
+10.15 Novell Business Internet Services Affiliate Services Platform
Statement of Work to Agreement No. 97-GlobalTel-001 dated October
21, 1997 between Novell, Inc. and GFP Group, Inc.
</TABLE>
- --------
+ Portions of this exhibit have been omitted pursuant to an application for an
order granting confidential treatment. The omitted portions have been
separately filed with the Commission.
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
[*] Designates material for which confidential treatment has been requested,
which material has been separately filed with the Securities and Exchange
Commission.
EXHIBIT 10.14
Master Task Agreement
between
Novell, Inc. and GlobalTel
This Master Task Agreement ("MTA"), having an effective date of August 21, 1997,
is agreed to by GFP Group, Inc., a corporation with principal offices at 1520
Eastlake Road #205, Seattle, Washington 98102 ("GlobalTel"), and Novell,
Inc.("Novell"), a Delaware corporation with principal offices at 1555 North
Technology Way, Orem, Utah 84057.
1. OVERVIEW. Each Statement of Work will be deemed to incorporate by reference
--------
this Section 1 unless the Statement of Work explicitly states otherwise.
a. [*]
b. Description Of This MTA. This MTA contains terms and conditions for
-----------------------
all business transactions between Novell and GlobalTel that are
within its scope. Novell and GlobalTel intend that all individual
business transactions that are within the scope of this MTA be
implemented through individual Statements of Work under this MTA.
This MTA, by itself, does not implement any business transaction and
does not create an obligation on either party to enter into any
Statement of Work or to develop, license, purchase or sell any
product or service, or to refrain from doing so.
c. [*]
d. [*]
================================================================================
PAGE 1 Master Task Agreement
[*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
[*] With a Copy to GlobalTel Designated
Attorney
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Name German Burtscher
- ------------------------------------------------------------------------------------------------------
Title Senior Vice President, Business
Development
- ------------------------------------------------------------------------------------------------------
Address 1520 Eastlake Road #205,
Seattle, WA 98102
- ------------------------------------------------------------------------------------------------------
Phone (208) 720-7250
- ------------------------------------------------------------------------------------------------------
Fax (208) 720-7251
- ------------------------------------------------------------------------------------------------------
E-mail [email protected]
Address
- ------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------
[*] With a Copy to Novell Designated
Attorney
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Name Ron Palmeri
- ------------------------------------------------------------------------------------------------------
Title General Manager,
Business Internet Services Division
- ------------------------------------------------------------------------------------------------------
Address 2180 Fortune Drive, San Jose, CA 95131
- ------------------------------------------------------------------------------------------------------
Phone (408) 577-7512
- ------------------------------------------------------------------------------------------------------
Fax (408) 577-5775
- ------------------------------------------------------------------------------------------------------
E-mail [email protected]
Address
- ------------------------------------------------------------------------------------------------------
</TABLE>
e. Definitions. This MTA, and each of the Statements of Work,
-----------
incorporates by reference the definitions stated in Appendix 1.
f. Term & Termination. The term of, and termination of, this MTA
------------------
and related Statements of Work are provided in Section 8, unless
the Statement of Work explicitly states otherwise with respect
to its term and termination.
2. ADMINISTRATION OF A STATEMENT OF WORK. Each Statement of Work will be
-------------------------------------
deemed to incorporate by reference this Section 2 unless the Statement
of Work explicitly states otherwise.
a. [*]
================================================================================
PAGE 2 Master Task Agreement
[*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
b. Identification Of An Individual Statement of Work. Each individual
-------------------------------------------------
Statement of Work will be identified by a numerical or alphanumerical
sequence, as determined by the parties, its title and effective date
such as, for example, "Statement of Work No. 1 for ABC Development
Effective on 6/23/95".
c. Required Contents Of Each Statement of Work. Each Statement of Work
-------------------------------------------
will contain (or incorporate as attachments or by reference):
(1) A reference to this MTA by agreement number. This reference
will act to automatically incorporate the terms of this MTA, as
described in Section 2.e below, into the Statement of Work
unless the Statement of Work explicitly states otherwise.
(2) A title identifying the Statement of Work and an effective date
on which the Statement of Work becomes effective between the
parties.
(3) A brief description describing the scope of the Statement of
Work.
(4) [*]
(5) Description of Novell's responsibilities, including work or
services to be performed, and schedules for any development or
delivery.
(6) Description of GlobalTel's responsibilities, including work or
services to be performed, and schedules for any development or
delivery.
(7) Description or specification of any item to be developed or
delivered.
(8) Description of payments to be made, if any, by any one party to
the other as consideration under the Statement of Work,
including the amount, method of calculation, schedule of
payments, and address to which such payments are to be made.
d. Optional Contents Of Each Statement of Work. In addition, a Statement
-------------------------------------------
of Work may contain (or incorporate as attachments or by reference):
(1) Ownership terms between the parties. The Statement of Work will
be presumed not to change the ownership terms stated in Section
7.b below or any pre-existing ownership rights if no ownership
terms are stated in the Statement of Work. Such changes may
only be made by explicit statement in the Statement of Work.
(2) Grant of a copyright license by one party to the other by
identifying the specific Licensed Work to be licensed and
either (i) by incorporating one
================================================================================
PAGE 3 Master Task Agreement
[*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
or more specific licenses described in Section 4 below, or (iii) by
stating other license terms. No copyright license will be presumed if
the Statement of Work does not contain an explicit grant.
(3) Grant of a trademark license by one party to the other. The trademark
license will specify detailed license terms and must be approved by
the Legal Departments of both Novell and GlobalTel. No trademark
license will be presumed if the Statement of Work does not contain an
explicit grant.
(4) Warranty provisions, such as scope, nature, term, or limitations.
(5) [*]
(6) [*]
(7) Additional specifications, such as acceptance criteria, documentation
specifications and standards, quality standards, performance
specifications, or usability and architecture requirements.
(8) Resource requirements, such as training or assignment of key
personnel.
(9) Special term or termination provisions.
(10) Other appropriate terms.
e. Incorporation Form This MTA Into A Statement of Work.
----------------------------------------------------
(1) The parties agree that a Statement of Work under, and referring to,
this MTA incorporates by reference the following sections of this MTA
unless the Statement of Work explicitly states otherwise:
Section 1: Overview
Section 2: Administration Of A Statement of Work
Section 3: Ownership Under A Statement of Work
Section 6: Compensation Due Under A Statement of Work
Section 7: Inventions And Patents Under A Statement of Work
Section 8: Term And Termination Of A Statement of Work
Section 9: General Terms
================================================================================
PAGE 4 Master Task Agreement
[*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
(2) The parties agree that a Statement of Work under, and referring
to, this MTA may incorporate by reference any portions of the
following sections of this MTA, as explicitly stated in the
Statement of Work:
Section 4: Copyright License In A Statement of Work
Section 5: Trademark License In A Statement of Work
f. [*]
3. OWNERSHIP UNDER A STATEMENT OF WORK. Each Statement of Work will be deemed
-----------------------------------
to incorporate by reference this Section 3 unless the Statement of Work
explicitly states otherwise. A Statement of Work will be presumed not to
change the ownership terms stated in Section 7.b below or any pre-existing
ownership rights if no ownership terms are stated in the Statement of Work.
The parties agree that such changes may only be made by explicit statement
in a Statement of Work.
4. COPYRIGHT LICENSE IN A STATEMENT OF WORK. A Statement of Work may contain
----------------------------------------
a grant by one party ("Licensor") to the other party ("Licensee") of a
copyright licensee to a Licensed Work identified in the Statement of Work.
The Statement of Work may specifically incorporate one or more of the
copyright licenses described in this Section 4 or it may recite other
license terms. If the Statement of Work incorporates a copyright license
described in this Section 4, the Statement of Work may include additional
terms that ad or modify the terms of the incorporated copyright license.
a. Full Source License. Under a Full Source License, the Licensor will
-------------------
provide the Licensee with each Licensed Work identified in the
Statement of Work as licensed under a Full Source License with Code
supplied in at least Source Code form. The Licensor grants to the
Licensee a non-exclusive, worldwide, payment-bearing (if the
Statement of Work states that payment is required) license under the
Licensor's copyrights covering the Licensed Work identified in the
Statement of Work. This Full Source License grants the Licensee all
of the following rights.
(1) To reproduce or have reproduced and internally distribute
copies of such Licensed Work and to internally use such copies.
(2) To create or have created Derivative Works by modifying the
Source Code of the Licensed Work and to reproduce and
distribute internally the Derivative Works in Source Code form
or in Object Code form.
================================================================================
PAGE 5 MASTER TASK AGREEMENT
[*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
(3) To create or have created Derivative Works by modifying
the Documentation of the Licensed Work and to reproduce
and distribute internally such Derivative Works.
(4) To distribute externally to end-users, either directly
or through distributors, copies in Object Code form only
of the Licensed Work or Derivative Work and copies in
any form of the Documentation or any Derivative Work of
the Documentation. Except as explicitly stated in the
Statement of Work, such distribution shall be in
accordance with the Licensee's standards software
distribution license agreement. The parties expect that
such distribution right would by payment-bearing.
(5) To exercise all rights to the Licensed Work with regard
to pictorial, graphic or audio/visual works, including
icons, screens, music and characters, that are created
as a result of execution of any Code or any Derivative
Work thereof in accordance with the granted license.
(6) To use all Development Environment Materials that
accompany the Licensed Work to produce Executable Code
and/or Object Code for use within the scope of this
license.
This Full Source License does not grant the Licensee the
right to sub-license any right to reproduce or
distribute any Licensed Work or Derivative Work except
as explicitly stated in the Statement of Work. Further,
this Full Source License does not grant the Licensee
the right to distribute or sub-license any Licensed Work
of Derivative Work in Source Code form except as
explicitly stated in the Statement of Work.
b. Limited Source License. Under a Limited Source License, the
----------------------
Licensor will provide the Licensee with each Licensed Work
identified in the Statement of Work as licensed under a Limited
Source License with Code supplied in at least Source Code form.
The Licensor grants to the Licensee a non-exclusive, worldwide,
payment-bearing (if the Statement of Work states that payment is
required) license under the Licensor's copyrights covering the
Licensed Work identified in the Statement of Work. This Limited
Source License grants the Licensee all of the following rights:
(1) To reproduce or have reproduced and internally
distribute copies of such Licensed Work in Object Code
form only, and to internally use such copies.
(2) To create or have created Derivative Works by modifying
the Documentation of the Licensed Work and to reproduce
and distribute internally such Derivative Works of
Documentation.
================================================================================
PAGE 6 Master Task Agreement
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
(3) To distribute externally to end-users, either directly
or through distributors, copies in Object Code form only
of the Licensed Work or Derivative Work and copies in
any form of the Documentation or any Derivative Work of
the Documentation. Except as explicitly stated in the
Statement of Work, such distribution shall be in
accordance with the Licensee's standard software
distribution license agreement. The parties expect that
such distribution right would be payment-bearing.
(4) To exercise all rights to the Licensed Work with regard
to pictorial, graphic or audio/visual works, including
icons, screens, music and characters, that are created
as a result of execution of any Code or any Derivative
Work thereof in accordance with the granted license.
(5) To use all Development Environment Materials that
accompany the Licensed Work to produce Executable Code
and/or Object Code for use within the scope of this
license.
This Limited Source License, without explicit provision
to the contrary in a Statement of Work, does not permit
the Licensee to modify the Source Code of the Licensed
Work or otherwise create a Derivative Work of the Source
Code of the Licensed Work, nor does this Limited Source
License permit the Licensee to distribute internally or
externally the Licensed Work in Source Code form.
c. OEM License. Under an OEM License, the Licensor will provide
-----------
each Licensed Work identified in the Statement of Work as
licensed under an OEM License, with Code being supplied in
Object Code form only. The Licensor grants to the Licensee a
non-exclusive, worldwide, payment-bearing (if the Statement of
Work states that payment is required) license under the
Licensor's copyrights covering the Licensed Work identified in
the Statement of Work. This OEM License grants the Licensee all
of the following rights:
(1) To reproduce or have reproduced and internally
distribute copies of such Licensed Work in Object Code
form only, and to internally use such copies.
(2) To exercise all rights to the Licensed Work with regard
to pictorial, graphic or audio/visual works, including
icons, screens, music and characters, that are created
as a result of execution of any Code in accordance with
the granted license.
(3) To distribute externally to end-users, either directly
or through distributors, copies in Object Code form only
of the Licensed Work and copies in any form of the
Documentation. Except as explicitly stated in the
Statement of Work, such distribution shall be in
accordance with the
================================================================================
PAGE 7 Master Task Agreement
<PAGE>
Novell/Global Confidential Execution Original
================================================================================
Licensee's standard software distribution license agreement. The
parties expect that such distribution right would be payment-
bearing.
This OEM License does not obligate the Licensor to provide any
Source Code to the Licensee. The Licensee shall not modify any
Materials received or developed under the Statement of Work or
otherwise create any Derivative Work of any such Materials.
d. Distribution License. Under a Distribution License, the Licensor will
--------------------
provide each Licensed Work identified in the Statement of Work as licensed
under a Distribution License, with Code being supplied in Object Code form
only. The Licensor grants to the Licensee a non-exclusive, worldwide,
payment-bearing (if the Statement of Work states that payment is required)
license under the Licensor's copyrights covering the Licensed work
identified in the Statement of Work. This Distribution License grants the
Licensee all of the following rights:
(1) To internally use as an end-user copies of the Licensed Work in
Object Code form only and to make backup or archive copies of Code
only.
(2) To exercise all rights to the Licensed Work with regard to
pictorial, graphic or audio/visual works, including icons, screens,
music and characters, that are created as a result of execution of
any Code or any Derivative Work thereof in accordance with the
granted license.
(3) To distribute externally to end-users, either directly or through
distributions, the Licensor-provided copies of the Licensed Work and
any additional related material, such as standard software license
agreement, provided by the Licensor for distribution with the
Licensed Work.
This Distribution License does not permit the Licensee to reproduce
or copy the Materials received or developed under the Statement of
Work or sublicense such rights.
e. Internal Use License -- Source Code. Under an Internal Use License --
-----------------------------------
Source Code, the Licensor will provide the Licensee with each Licensed Work
identified in the Statement of Work as licensed under an Internal Use License --
Source Code, with Code supplied in Source Code form. The Licensor grants to the
License a non-exclusive, worldwide, payment-bearing (if the Statement of Work
states that payment is required) license under the Licensor's copyrights
covering the Licensed Work identified in the Statement of Work. This Internal
Use License -- Source Code grants the Licensee all of the following rights:
================================================================================
Page 8 Master Task Agreement
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
(1) To reproduce or have reproduced and internally distributed Object
Code forms of the Licensed Work, and to internally use such Object
Code forms.
(2) To reproduce, distribute and use (all internally only) Source Code
forms of a Licensed Work, but only as required to support Licensee's
use of Object Code forms of the Licensed Work, including modifying
such Source Code solely to correct Errors.
(3) To create or have created Derivative Works by modifying the
Documentation of the Licensed Work and to reproduce and distribute
internally such Derivative Works of Documentation.
(4) To exercise all rights to the Licensed Work with regard to pictorial,
graphic or audio/visual works, including icons, screens, music and
characters, that are created as a result of execution of any Code or
any Derivative Work thereof in accordance with the granted license.
(5) To use all Development Environment Materials that accompany the
Licensed Work to produce Executable Code and/or Object Code for use
within the scope of this license.
f. Internal Use License -- Object Code. Under an Internal Use License --Object
--------------------
Code, the Licensor will provide the Licensee with each Licensed Work
identified in the Statement of Work as licensed under an Internal Use
License -- Object Code, with Code supplied in Object Code form only. The
Licensor grants to the Licensee a non-exclusive, worldwide, payment-bearing
(if the Statement of Works states that payment is required) licensed under
the Licensor's copyrights covering the Licensed Work identified in the
Statement of Work. This Internal Use License -- Object Code grants the
Licensee all of the following rights:
(1) To reproduce or have reproduced and internally distribute Object Code
forms of a Licensed Work and to internally use such Object Code forms
for any lawful purpose.
(2) To exercise all rights to the Licensed Work with regard to pictorial,
graphic or audio/visual works, including icons, screens, music and
characters, that are created as a result of execution of any Code in
accordance with the granted license.
(3) To create or have created Derivative Works by modifying the
Documentation for a License Work and to reproduce or have reproduced
and distribute internally such Derivative Works in any from.
================================================================================
PAGE 9 Master Task Agreement
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
5. TRADEMARK LICENSE IN A STATEMENT OF WORK. A Statement of Work may contain a
----------------------------------------
grant by one party to the other of a trademark license to one or more
Licensed Marks identified in the Statement of Work. The Statement of Work
will specify detailed trademark license terms and must be approved by the
Legal Departments of both Novell and GlobalTel. No trademark license will
be presumed if the Statement of Work does not contain an explicit grant.
6. COMPENSATION DUE UNDER A STATEMENT OF WORK. Each Statement of Work will be
------------------------------------------
deemed to incorporate by reference this Section 6 unless the Statement of
Work explicitly states otherwise.
a. Payments [*]. A Statement of Work may specify that one party is to pay
------------
the other certain compensation for the other party's performance under
the Statement of Work or for rights or licenses granted under the
Statement of Work. The payments specified in the Statement of Work are
in consideration of the other party's performance and grant of rights
or licenses under the Statement of Work. [*]. All payments will be made
to the address specified in the Statement of Work.
b. [*]
(1) [*]
(2) [*]
(3) [*]
(4) [*]
c. [*]
================================================================================
PAGE 10 Master Task Agreement
[*] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Novell/GlobalTel Confidential Execution Original
================================================================================
d. Audit. During the term of this Agreement, the period of any Statement
-----
of Work and for a period of three years after the termination or
expiration of this Agreement or any Statement of Work (whichever is the
later), the parties shall maintain complete and accurate records, in
accordance with generally acceptable accounting practices, evidencing
(i) amounts due and amounts paid under a Statement of Work, and (ii)
[*]. The parties shall have the right, at their own expense and upon no
less than fifteen business days prior written notice, to audit the
other party's records. Such audit may be conducted by a party's own
audit team or by its authorized representative(s), shall not interfere
unreasonably with the other party's business activities, and shall be
conducted no more often than once per calendar year, unless a previous
audit disclosed a material discrepancy. If such audit shows that a
party has underpaid amounts owing, that party shall immediately pay all
amounts owning. If such audit shows that a party has underpaid amounts
owing by more than five percent (5%), the defaulting party shall also
pay the reasonable expenses of the audit. Each party shall use the
information obtained from any such audit solely to determine the other
party's compliance or non-compliance with this Agreement and any
Statement of Work and to remedy any non-compliance. Each party shall
otherwise maintain the confidentiality of all such information.
e. Tax Consequences. Unless otherwise explicitly stated in this MTA or in
----------------
a Statement of Work, the party making a payment to the other party will
be responsible for all sales or equivalent taxes arising out of the
payment and will either include such taxes with the payment or will
provide the other party with a resale certificate or other
documentation to successfully claim exemption from the tax. Each party
will be responsible for payment of all income or equivalent taxes based
upon that party's net income.
f. Late Payment. For any payment made late than the appropriate payment
------------
date, the party making the payment will pay the other party a late fee
of one and one-half percent of the amount paid late for each calendar
month beyond the payment date.
7. INVENTIONS AND PATENTS UNDER A STATEMENT OF WORK. Each Statement of Work
------------------------------------------------
will be deemed to incorporate by reference this Section 7 unless the
Statement of Work explicitly states otherwise.
a. Patent License. If a Statement of Work states that a copyright license
--------------
to certain Materials is granted by one party to the other, then such
Statement of Work will automatically include a grant by the Copyright
Licensor to the Copyright Licensee of a worldwide, non-exclusive, paid-
up and royalty-free license under the Copyright Licensor's patents,
inventor's certificates, and utility models (and similar forms of legal
protection of any country) and applications therefor, to make, have
made, use and sell those certain Materials. Such license will be
limited in scope
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to the minimum extent that is consistent with the grant of the
copyright license. Such patent license is also extended, at the
minimum scope necessary to be consistent with the grant of the
copyright license, to the Copyright Licensee's agents, distributors
and customers.
b. Ownership Of Inventions. If an invention, whether or not patentable,
-----------------------
is conceived or reduced to practice by one or more employees of one of
the parties, then that party will own such invention and all patents
and patent applications on the invention. If an invention, whether or
not patentable, is conceived or reduced to practice jointly by one or
more employees of each of the parties, then each party will own such
invention and all patents and patent applications on the invention
jointly with the other party without any duty to account for profits
to the other party, and each party may freely license third parties.
8. TERM AND TERMINATION. Each Statement of Work will be deemed to incorporate
--------------------
by reference this Section 8 unless the Statement of Work explicitly states
otherwise.
a. MTA. This MTA will be effective upon the date specified at the
---
beginning of this MTA, and will remain in force for a period of [*],
unless otherwise terminated as provided in Section 8.c. After this
initial term of [*], this MTA will automatically renew for additional
terms of [*] each, unless 90 days or more prior to the end of either
the initial term or any subsequent term either party provides the
other party with written notice terminating this MTA.
b. Statements of Work.
------------------
(1) Term Of A Statement of Work. The Statement of Work will enter
---------------------------
into effect upon its effective date and will continue in effect
for the term specified in the Statement of Work unless earlier
extended, terminated by mutual written agreement of the parties,
or terminated for cause in accordance with Section 8.c below.
In the event that a Statement of Work fails to contain a term,
the Statement of Work will be deemed to have a term of [*] and
will be subject to the termination provisions provided in
Section 8.c.
(2) Relationship to MTA. As long as a Statement of Work is in
-------------------
effect this MTA will remain in effect.
c. Termination for Cause. Either party may terminate this MTA or a
---------------------
Statement of Work for the substantial breach by the other party of a
material term. The terminating party will first give the other party
written notice of the alleged breach and a reasonable period of at
least 90 days in which to cure the alleged breach. If a cure is not
achieved during the cure period, then the parties will enter into the
dispute resolution procedures specified in Section 9.f below.
Termination of the Statement of Work will occur upon the expiration of
the cure period and the
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subsequent unsuccessful completion of the dispute resolution
procedures specified in Section 9.f below.
d. Insolvency, Assignment, or Bankruptcy. Either party may terminate
-------------------------------------
this MTA or a Statement of Work upon written notice to the other party
if the other party (i) is not paying its debts as such debts generally
become due, (ii) becomes insolvent, (iii) files or has filed against
it a petition (or other document) under any Bankruptcy Law or similar
law, which is unresolved within sixty (60) days of the filing of such
petition (or document), (iv) proposes any dissolution, liquidation,
composition, financial reorganization or recapitalization with
creditors, (v) makes a general assignment or trust mortgage for the
benefit of creditors, or (vi) if a receiver, trustee, custodian or
similar agent is appointed or takes possession of any of its property
or business.
e. Survival Of Terms. In the event of a termination of a Statement of
-----------------
Work, all obligations of confidentiality (including those specified in
Section 9.c below) will continue in effect in accordance with their
terms. In addition, the terms of Section 9.k (Intellectual Property
Indemnity), Section 9.n (Limitation Of Liabilities), and Section 9.q
(Representations And Warranties) will continue in effect in accordance
with their terms.
9. GENERAL TERMS. Each Statement of Work will be deemed to incorporate by
-------------
reference this Section 9 unless the Statement of Work explicitly states
otherwise.
a. Assignment. Except as otherwise provided herein, neither party may
----------
transfer or assign any right or obligation set forth in this MTA or in
a Statement of Work without the prior written consent of the other
party. Any such attempted transfer or assignment will be void.
Notwithstanding the above, either party may assign any right or
obligation in this MTA or in a Statement of Work in connection with a
corporate merger by that party or a sale of substantially all of its
assets.
b. Changes To This MTA Or To A Statement of Work. This MTA or a
---------------------------------------------
Statement of Work may only be modified in a writing that is executed
by authorized representatives of both parties. A change to this MTA
will not affect any Statement of Work that is already in effect when
the MTA is changed unless the parties agree in writing that the change
to this MTA will affect that Statement of Work. The parties will
indicate the level of revision to this MTA by assigning each revised
MTA a new MTA agreement number.
c. Confidentiality And Information Exchange. It is the intention of
----------------------------------------
GlobalTel and Novell to transfer and/or exchange information,
including confidential information, as may be necessary under the
Statements of Work. Such information may be disclosed in oral,
visual, or written form (including magnetic media). Novell and
GlobalTel agree that all Source Code received under a Statement of
Work (or
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developed from Source Code received under a Statement of Work) will be
considered to be confidential information for the purposes of this Section
9.c.
(1) The party receiving confidential information under a Statement of Work
("Recipient") will make use of the confidential information only for
the purposes of that Statement of Work. However, this Section 9.c.(1)
will not be construed to limit either party's right to independently
develop or acquire products without use of the other party's
confidential information. Further, either party will be free to use
the residuals resulting from access to or work with the other party's
confidential information, provided that such party otherwise complies
with these nondisclosure provisions. The term "residuals" means
information in non-tangible form which may be retained by persons who
have had access to the confidential information.
(2) The Recipient will protect the disclosed confidential information by
using the same degree of care, but no less than a reasonable degree of
care, to prevent the unauthorized use, dissemination, or publication
of the confidential information as the Recipient uses to protect its
own confidential information of like nature.
(3) The Recipient's duty to hold confidential information in confidence
expires (i) [*] after its return or destruction in the case of
confidential information embodied in received or developed (whichever
is later) source and related descriptions, specifications and system
documentation, or (ii) in the case of any other confidential
information, [*] after the MTA terminates. The expiration of the duty
of confidentiality will not modify other restrictions on the Recipient
including, for example, any restrictions on distribution of Source
Code arising out of granted copyright license.
(4) [*]
(5) This MTA and the Statement of Work impose no obligation upon Recipient
with respect to information that: (a) was in Recipient's possession
before receipt from the disclosing party ("Discloser"); (b) is or
becomes a matter of public knowledge through no fault of Recipient;
(c) is rightfully received by the Recipient from a third party without
a duty of confidentiality; (d) is disclosed by the Discloser to a
third party without a duty of confidentiality on the third party; (e)
is independently developed by the Recipient without thereby violating
the Discloser's patent or copyright; (f) is disclosed under operation
of law after all reasonable means have been afforded to the
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Discloser to protect the information; or (g) is disclosed by the
Recipient with Discloser's prior written approval.
d. Construction. The headings in this MTA and in the Statements of Work
------------
are provided for reference only and will not be used as a guide to
interpretation. When used in this MTA or in a Statement of Work, the
singular includes the plural and the plural includes the singular, and
gender related pronouns include the feminine, masculine and neuter.
e. Copyright Notices. Each party will ensure that all copyright notices
-----------------
of the other party that are marked on or included in any portion of
Materials under a Statement of Work will be marked on or included at
least once in each copy or Derivative Work of the Materials.
f. [*]
g. Entire Agreement. A Statement of Work, including the incorporated
----------------
portions of this MTA, sets forth the entire agreement and
understanding between the parties as to its specific subject matter
and merges all prior discussions between them with regard to such
specific subject matter. Neither of the parties will be bound by any
conditions, definitions, warranties, understandings, agreements, or
representations, whether written or oral, with respect to such
specific subject matter other than as expressly provided in the
Statement of Work or as duly set forth on or subsequent to its
effective date, in a written document that is signed by a duly
authorized representative of each Party. However, the parties
acknowledge that they do not intend, at the present time, to merge any
independent written agreements existing between them and executed
prior to the execution of this MTA, and such independent agreements
will not be considered merged into this MTA or into any Statement of
Work except as specifically set forth in a Statement of Work executed
under this MTA.
h. Export of Technical Data. Regardless of any disclosure made by one
------------------------
party to the other of an ultimate destination of the Licensed Work,
neither party will transfer, export or re-export or cause to be
exported or re-exported, directly or indirectly, any Licensed Work or
technical information or direct product thereof or Confidential
Information received from the other party to anyone outside the United
States without first complying strictly and fully with all export
controls that may be imposed on the Licensed Work, technical
information or direct product
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thereof or confidential information by the United States Government or any
country or organization of nations within whose jurisdiction the party
operates or does business. In particular, each party assures the other
that, absent any required prior authorization from the Office of Export
Licensing U.S. Department of Commerce, 14th and Constitution Avenue,
Washington D.C. 20230, that party will not export or reexport (as defined
in Section 779 of the Export Administration Regulations, as amended
("Regulations")) the Licensed Work or any technical data or other
confidential information, or direct product of any of the foregoing, to
Iraq, Iran, Syria, or any Group S or Z country specified in Supplement No.
1 to Section 770 or the Regulations which, as of the date of this contract,
include the countries of Libya (Group S), and North Korea, Cuba (Group Z),
or such other countries as come under restriction by action of the United
States Government, or to nationals from or residing in the foregoing
contries, without first obtaining permission from the appropriate United
States Government authorities. The countries subject to restriction by
action of the United States Government are subject to change, and it is
each party's responsibility to comply with the United States Government
requirements as they may be amended from time to time.
i. Force Maleure. Neither party will be liable in damages or have the right to
-------------
cancel or terminate this MTA or any Statement of Work for any delay or
default in performance if such delay or default is caused by unforeseen
conditions or conditions beyond the control of the delaying or defaulting
party, including but not limited to acts of God, government restrictions,
continuing domestic or international problems such as wars or
insurrections, strikes, fires, floods, work stoppages and embargoes. Either
party will have the right to terminate a Statement of Work upon 60 days
prior written notice if the delay or default of the other party due to any
of the above-mentioned causes continues for a period of six (6) months.
Each party will give the other party prompt written notice of any such
condition likely to cause any delay or default.
j. Freedom of Action. This MTA and the Statements of Work will not prevent
-----------------
either party from (i) entering into any agreement similar to this MTA or
any Statement of Work with any corporation in any industry or any non-
profit body such as a university or a government, or (ii) developing,
manufacturing and/or selling any product or service that can compete with
the other party's products or services in the marketplace.
k. Intellectual Property Indemnity.
-------------------------------
(1) If, under a Statement of Work, one party ("Licensor") transfers
Materials, whether its own or those of a third party, to the other
party ("Licensee"), the Licensor, except as otherwise provided below,
will defend or settle any claim made or any suit or proceeding
brought against the Licensee so far as its is based on an allegation
that any Materials furnished under the Statement of Work infringes a
patent or copyright of the country in which
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================================================================================
the Licensee takes delivery of the product (or the country in
which an end-user takes delivery of the product), if the
Licensor is notified promptly in writing and is given
information, assistance and the sole authority to defend or
settle same at the Licensor's expense. The Licensor will pay
all damages and costs finally awarded therein against the
Licensee. In addition, GlobalTel agrees that it will indemnify
Novell, and hold it harmless, from any action based on an
allegation that any Materials, provided by an entity other than
Novell, that are provided by GlobalTel in connection with
GlobalTel's offering, infringe a patent or copyright of the
country in which an end user takes delivery of the Materials.
Moreover, GlobalTel agrees that it will pay Novell's reasonable
attorney's fees incurred in connection with any such action.
(2) In case the Materials in such suit are held to infringe and use
of the Materials are enjoined or the case is settled, as
referred to above, the Licensor will have the option, at its
expense, to procure for the Licensee the right to continue
using the Materials, to replace or modify such Materials so
that they become non-infringing materials which have the same
or additional functionality and comparable or better
performance characteristics, or to terminate the license with
respect to the Materials that are infringing.
(3) The Licensor will have no liability for any infringement of
patents, copyrights, trademarks or other intellectual property
rights that result from (a) the Licensor's compliance with the
Licensee's designs, specifications, or instructions, (b)
modifications of the Materials that were not requested or
authorized by the Licensor, (c) use of the Materials other than
as specified in relevant Licensor publications, (d) use of the
Materials with goods not supplied by the Licensor, or (e) the
furnishing of any intangible information, service or technical
support to the Licensee.
(4) This Section 9.k will represent the entire and exclusive
obligation of one party to the other regarding any claim of
intellectual property infringement arising under a Statement of
Work, except as explicitly stated otherwise in the Statement of
Work.
(5) This Section 9.k is subject to the provisions of Section 9.n
below.
i. Independent Contractors. Each party is and will remain an independent
-----------------------
contractor with respect to all performance under this MTA and the
Statements of Work. No employee of either party will be considered an
employee or agent of the other party for any purpose. Each party
assumes sole responsibility for the supervision, daily direction and
control, payment of salary (including withholding of income taxes and
social security), worker's compensation, disability benefits and the
like of its employees. Nothing in this agreement will be construed to
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================================================================================
prevent either party from delegating performance under this MTA or
any resultant Statement of Work to independent contractors who have
entered into agreements consistent with the provisions contained in
this MTA. However, the contracting party will remain primarily
responsible for the performance of its subcontractors and hereby
waives any defense alleging that it has no liability as a result of a
claim of breach by any such permitted subcontractors.
m. Laws. Subject to the provisions of any Statement of Work, the
----
validity, construction, and performance of this MTA and the
Statements of Work will be governed by the laws of the United States.
Each party will, at its own expense, comply with any governmental
law, statute, ordinance, administrative order, rule or regulation
relating to its duties, obligations or performance under this MTA and
the Statements of Work. Any action arising out of or relating to this
MTA or any Statements of Work will be instituted and prosecuted
exclusively in the courts of competent jurisdiction of the State of
Utah in the event of a proceeding instituted by GlobalTel, and of the
State of Washington in the event of a proceeding instituted by
Novell.
n. Limitation of Liabilities. THE REMEDIES PROVIDED IN THIS MTA AND THE
-------------------------
STATEMENTS OF WORK ARE THE SOLE AND EXCLUSIVE REMEDIES OF THE
PARTIES, NEITHER PARTY WILL IN ANY EVENT BE LIABLE TO THE OTHER, OR
TO ANY LICENSEE, SUBLICENSEE, OR GlobalTel OF THE OTHER UNDER THIS
MTA OR ANY STATEMENT OF WORK FOR LOSS OF PROFITS, LOSS OF BUSINESS,
LOSS OF USE OR OF DATA, OR FOR INTERRUPTION OF BUSINESS. NEITHER
PARTY WILL IN ANY EVENT BE LIABLE FOR INDIRECT, SPECIAL, RELIANCE,
INCIDENTAL, COVER, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND
ARISING UNDER OR OUTSIDE OF THIS MTA OR ANY STATEMENT OF WORK,
WHETHER IN A CONTRACT, TORT OR OTHER ACTION FOR OR ARISING OUT OF
ALLEGED BREACH OF WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. [*].
o. Notices. All notices to a party under this MTA will be delivered to
-------
that party's [*] at the address stated in Section 1.c above. All
notices to a party under a Statement of Work will be delivered [*] at
the address specified in the Statement of Work. All notices required
or permitted to be given under this MTA or a Statement of Work will
be in writing. A notice will be validly given upon the earlier of
confirmed receipt by [*] (for a notice under this MTA) or [*] (for a
notice under a Statement of Work) or 14 days after deposit postage
prepaid, with the U.S. Postal Service as first class mail. Notices
may be
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delivered by telefax or by courier and will be validly given upon confirmed
receipt [*], as stated above.
p. Order of Precedence. In the event of any conflict between this MTA and a
-------------------
Statement of Work, the terms of the Statement of Work will control. In the
event of any conflict between this MTA or a Statement of Work and any
Purchase Order or Acknowledgment, this MTA or the Statement of Work will
take precedence over any written or typed instructions in a written or
electronic Purchase Order or Acknowledgment. The pre-printed provisions of
any written or electronic Purchase Order or Acknowledgment will be void and
of no effect.
q. Representations and Warranties.
------------------------------
(1) Each party represents and warrants that, to the best of its
knowledge, it has full and sufficient right to perform under this MTA
and the Statements of Work, including the right to grant any licenses
or rights stated in this MTA or in the Statements of Work.
(2) EXCEPT AS EXPRESSLY SET FORTH IN THIS MTA OR IN A STATEMENT OF WORK,
NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO DELIVERABLES, LICENSED WORKS,
MATERIALS, INVENTIONS, INFORMATION OR ANY OTHER WORK OR OTHERWISE
UNDER THIS MTA OR THE STATEMENT OF WORK, AND EACH PARTY HEREBY
EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND
FITNESS FOR A PARTICULAR PURPOSE.
r. Severability. Each Statement of Work is intended to constituted an
------------
independent and distinct agreement of the parties, notwithstanding the fact
that a Statement of Work may incorporate provisions of this MTA. If any
provison of this MTA or a Statement of Work is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, the remaining
provisions will remain in full force and effect and will be interpreted, to
the extent possible, to achieve the purpose of this MTA and any affected
Statements of Work as originally expressed.
s. Subsidiaries. All rights and licenses granted to a party under this MTA and
------------
the Statements of Work will apply to that party's Subsidiaries so long as
such Subsidiaries agree to comply fully with the obligations imposed on
that party by this MTA and the Statements of Work. Each party will remain
fully liable for the actions and omissions of its Subsidiaries relative to
rights granted under this Section 9.s, 10.k. The parties agree, however,
that they may not seek to enforce any obligation of the other party (or its
Subsidiaries) through a legal action
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brought against a Subsidiary except to the extent that such action
seeks injunctive relief against that particular Subsidiary.
t. Volume Obligations. Except as explicitly stated in a Statement of
------------------
Work, neither party will have an obligation under any Statement of
Work (i) to offer any product or service to any third party by way of
sale, license or otherwise, or (ii) to use any minimum level of
effort in the promotion, marketing, licensing or sales of any
products or services, including products or services of the other
party, or (iii) to purchase or license any minimum amount of products
or services from the other party.
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10. SIGNATURES.
----------
ACCEPTED AND AGREED:
NOVELL, INC. GFP GROUP, INC.
Name Dave Trotter Name [SIGNATURE APPEARS HERE]
------------------------------ ------------------------------
Dave Trotter
Title VP OEM Sales Title Chairman
------------------------------ ------------------------------
Date 21-October-1997 Date 19-September-1997
------------------------------ ------------------------------
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APPENDIX 1: DEFINITIONS
Each Statement of Work will be deemed to incorporate by reference the
definitions stated in this Appendix unless the Statement of Work explicitly
states otherwise. Unless the context clearly requires otherwise, the
capitalized terms used in this MTA or in a Statement of Work will have the same
meaning as ascribed to the terms below.
a. Code - will mean computer programming code. Unless specifically stated
----
otherwise, Code will include Executable Code, Object Code, Source Code and
any Maintenance Modifications to Code or Enhancements to Code in existence
from time to time.
(1) Executable Code - will mean Code that loads and executes without
---------- ----
further processing by a software complier or linker.
(2) Object Code - will mean the Code that results when Source Code is
------ ----
processed by a software compiler, but is not Executable Code.
(3) Source Code - will mean the human-readable form of the Code and
------ ----
related system documentation, Including all comments and any
procedural language.
(4) GlobalTel Code, Novell Code, or Third-Party Code - will mean Code in
--------- ---- ------ ---- ----------- ----
which GlobalTel, Novell, or a third party, respectively is the
copyright owner.
b. Deliverable - will mean any Materials procured or prepared by one party
-----------
under a Statement of Work for delivery to the other party. Whether or not
actually delivered to the other party. Deliverables will in all cases
include all Code, Documentation media and other objects identified as
Deliverables in the Statement of Work.
c. Derivative Work - will mean a work that is based on one or more preexisting
---------- ----
works (such as a revision, enhancement, modification, translation,
abridgement, condensation, expansion, or any other form in which such
preexisting work may be recast transformed, or adapted) and that, if
prepared without authorization of the copyright owner of such preexisting
work, would constitute copyright infringement under United States law.
d. Development Environment - will mean any non-commercially available device,
----------- -----------
Code, Documentation, media or development tool (including compliers,
workbenches, tools, and higher-level or proprietary languages) that are
used or
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required by a party for the development, maintenance or
implementation of any Deliverable.
e. Documentation - will mean user manuals and other written materials
-------------
that relate to particular Code including materials useful for design
(for example, logic manuals, flow charts, and principles of
operation), and including machine-readable text or graphic files
subject to display or print-out. Documentation will include any
Maintenance Modifications or Enhancements, in existence from time to
time, to prior Documentation and will also include new versions of
prior Documentation.
f. Enhancements - will mean changes, additions or new releases, other
------------
than Maintenance Modifications to Code and to related Documentation
that are provided to existing end-users without charge and that
improve functions, add new functions, or improve performance by
changes to system design or coding.
g. Error - will mean any of the following conditions:
-----
(1) Code Error - will mean a program function that is described in
---- -----
a Statement of Work but is omitted from the Code, or a program
function or user interface that does not operate or that gives
incorrect results when measured against its design
specifications.
(2) Documentation Error - will mean a failure of the Documentation
------------- -----
to accurately describe a program function contained in a
Statement of Work; or, a failure of the Documentation to meet
the requirements of the Statement of Work; or, a failure of the
Documentation to enable reasonably competent users to correctly
operate the associated Code.
h. Licensed Work - will mean any Materials that are licensed by one
-------- ----
party to the other party under a Statement of Work.
i. Maintenance Modification - will mean any modification or revision to
----------- ------------
Code or to Documentation, other than an Enhancement, that corrects an
Error or provides an other incidental correction.
j. Materials - will mean Code, Documentation and other written materials
---------
or tangible media (including machine-readable media with Code or
Documentation recorded thereon), or any combination of the foregoing.
GlobalTel Materials, Novell Materials, or Third-Party Materials will
--------- --------- ------ --------- ----------- ---------
mean Materials in which GlobalTel, Novell, or a third party,
respectively, is the copyright owner.
k. Subsidiaries - will mean a company the majority of whose stock
------------
entitled to vote for election of directors is now or later owned by
that party either directly or indirectly, but such company will be
deemed to be a subsidiary only so long as
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such control exists. Notwithstanding the foregoing, the term
subsidiary will in no event include Novell Japan, Ltd.
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EXHIBIT 10.15
[*] Designates material for which confidential treatment has been requested,
which material has been separately filed with the Securities and Exchange
Commission.
Novell Business Internet Services Affiliate
Service Platform Statement of Work
to
Agreement No. 97-GlobalTel-001
Effective October 5, 1997 ("Effective Date")
1. Description. Novell is a supplier of software systems and services
-----------
for information processing and data networking. Novell wishes to further
expand its NetWare product family to include enterprise-wide networking
solutions, and to create new internetworking products and services.
GlobalTel is a supplier of telecommunications products and services for
voice and data communications applications, and desires to create an open,
intelligent, wide area data network to transport all forms of data and to
host a variety of client-server software applications and information
services. Novell and GlobalTel believe that their skills and objectives are
complementary. On the terms of this Service Platform Statement of Work,
("Service Platform SOW") Novell will provide GlobalTel licenses to
technology that GlobalTel will use to create a base platform from which to
provide services [*] (GlobalTel may license technology to provide
individual services in a separate Statement of Work). [*]. The contents of
this Section 1 are merely intended to provide an overview and will not be
binding on either party. The actual terms and conditions of this Service
Platform SOW are stated below.
2. Project Managers.
----------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
[*] [*]
- --------------------------------------------------------------------------------
<S> <C> <C>
Name German Burtscher David Roach
- --------------------------------------------------------------------------------
Title Senior Vice President, Carrier Development Manager,
Business Development Business Internet Services
Division
- --------------------------------------------------------------------------------
Address 1520 Eastlake Road #205 1177 Avenue of the Americas
Seattle, WA 98102 New York, NY 10036
- --------------------------------------------------------------------------------
Phone (206) 720-7250 (212) 403-7851
- --------------------------------------------------------------------------------
Fax (206) 720-7251 (212) 403-7801
- --------------------------------------------------------------------------------
E-mail [email protected] [email protected]
Address
- --------------------------------------------------------------------------------
</TABLE>
3 Definitions. The following terms are in addition to those contained
-----------
in Agreement No. 97-GlobalTel-001 ("MTA"). Capitalized terms in this
Service Platform SOW have the
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SOW have the meanings stated below or defined elsewhere in this Service
Platform SOW. A reference to a Section is to a section of this Service
Platform SOW. A reference to an Exhibit is to an exhibit of this Service
Platform SOW.
3.1 [*]
3.2 [*]
3.3 [*]
3.4 [*]
3.5 [*]
3.6 [*]
3.7 [*]
3.8 [*]
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3.9 [*]
3.10 "BIS Services" means BIS Core Services and BIS Application Services.
3.11 [*]
3.12 "BIS User" means a subscriber to one or more BIS Services.
3.13 [*]
3.14 "Code Error" means a program function that is described in the
specifications for the program but is omitted from the Code, or a program
function or user interface that does not operate or that gives incorrect
results when measured against its specifications.
3.15 "Common Carrier" means an entity that offers to the public services
that consist of, and/or have as a component, the transportation of data
over intrastate, interstate, international, and/or foreign
telecommunications facilities or services.
3.16 "Correction" means a fix or fixes to correct known Errors in Code,
and corresponding changes to related Documentation.
3.17 "Deliverable" means any information in tangible form (including
Licensed Software) that one party is obligated to provide to the other
party under this Service Platform SOW or under another written document
signed by both parties pursuant to this Service Platform SOW.
3.18 "Derivative Work" means a version (including but not limited to a
revision, enhancement, modification, translation, abridgement,
condensation, or expansion) of the Licensed Software, whether or not in the
language, code or notation in which the work was originally expressed, that
is not a reproduction of the Licensed Software; and that if prepared
without authorization of the copyright owner of such preexisting work,
would constitute copyright infringement under United States law.
3.19 "Documentation" means all user manuals and other written materials
that relate to particular Code, whether in hard copy, electronic, or other
form. The term includes all such written materials that relate to
Corrections, Upgrades, and Enhancements provided under this Service
Platform SOW.
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3.20 "Documentation Error" means a failure of Documentation to accurately
describe a program function contained in the specifications for that
program; or a failure of Documentation to meet the agreed requirements for
that Documentation; or a failure of Documentation to enable reasonably
competent users to correctly operate the associated Executable Code.
3.21 "Enhancements" means a new function or feature in Table 2 of Exhibit
A and corresponding changes to related Documentation.
3.22 "Error" means a Code Error or a Documentation Error, or both.
3.23 "Formal Notice" means notice provided according to Section 10.2.2.
3.24 [*]
3.25 "Information" means information of any type, including all
inventions, creations, ideas, know-how, specifications, designs, software,
simulations, test results, reports, drawings, manufacturing processes,
improvements, and other developments, whether or not fixed in a tangible,
reproducible medium, and whether or not protected or capable of protection
by patents, copyrights, mask work rights, trade secret rights, or other
intellectual property rights.
3.26 "IP Rights" of a party means that party's existing and future
copyrights, patents, trade secrets, trademarks, and other proprietary
rights.
3.27 "Licensed Software" means the software identified in Table 1 and
Table 2 of Exhibit A that Novell licenses to GlobalTel under this Service
Platform SOW for GlobalTel's [*].
3.28 "NAEC" means a Novell Authorized Education Center.
3.29 [*]
3.30 [*]
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3.31 "GlobalTel Information" means all information owned or licensed by
GlobalTel at any time.
3.32 "TSA" means Technical Support Alliance.
3.33 "Upgrade" means an improvement in the performance of an existing
function or feature in the Licensed Software (for example, by decreasing
program size, improving execution speed, or decreasing main memory
requirements), and corresponding changes to related Documentation.
4 Establishment and Governance of the Relationship.
------------------------------------------------
4.1 Term and Termination. The initial term of this Service Platform SOW
--------------------
("Initial Term") begins on the Effective Date and ends on the third
anniversary of the Effective Date. Every third anniversary of the Effective
Date, this Service Platform SOW will automatically renew for successive [*]
terms unless terminated by either party 60 or more days before the then
current term ends. [*]. After the expiration of the Initial Term, either
party may terminate this Service Platform SOW, without cause, on 60 days'
prior written notice.
4.2 [*]
4.3 [*]
4.4 [*]
4.4.1 [*]
4.4.2 [*]
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4.5 Publicity. The existence and terms of this Service Platform SOW are
---------
Confidential Information, except as this Section 4.5. expressly provides.
4.5.1 GlobalTel and Novell will cooperate to make a joint
announcement about the execution of this Service Platform SOW at a
mutually convenient date within 90 days after the Effective Date. Each
party must approve in writing the final content and form of that
announcement.
4.5.2 [*]
5 Design, Development, and Deployment of the [*].
----------------------------------------------
5.1 [*]
5.2 Design, Implementation, Day-to-Day Operations, and Marketing.
------------------------------------------------------------
[*]. GlobalTel will inform Novell of GlobalTel's [*] and will do so in a
manner sufficiently timely to enable Novell to fulfill its obligations
under this Service Platform SOW. [*]. The parties agree that this Service
Platform SOW is non-exclusive, and it is contemplated that GlobalTel will
use other vendors in addition to Novell in developing and deploying
products and services to meet its customers' needs.
5.3 [*]
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5.4 [*]
5.5 [*]
5.6 [*]
6 Marketing.
---------
6.1 Trademarks. Except as expressly provided in this Service Platform SOW
----------
or under applicable law, neither party may use any trademark or service
mark of the other party for any purpose without the other party's prior
written consent, which the other party may grant or withhold in its
discretion.
6.2 [*]
6.3 [*]
6.4 [*]
6.4.1 [*]
6.4.2 [*]
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6.5 [*]
6.6 [*]
6.6.1 [*]
6.6.2 [*]
6.6.3 [*]
6.7 [*]
6.7.1 [*]
6.7.2 [*]
7. Licensed Software.
-----------------
7.1 Licensed Terms for Licensed Software.
------------------------------------
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Notwithstanding any license terms that may be included with the Licensed
Software Materials delivered to GlobalTel, the license terms governing each
copy of Licensed Software are, subject to the terms and conditions of this
Service Platform SOW and the MTA, as follows:
7.1.1 [*]
7.1.2 [*]
7.1.3 [*]
7.1.4 [*]
7.1.5 The licenses in this Section 7.1. are worldwide,
non-exclusive, and non-transferable. The license grants for the
Licensed Software are in force only during the term of this Service
Platform SOW. Notwithstanding the foregoing, in the event that Novell
terminates this Service Platform SOW without cause pursuant to
Section 4.1, the license grants for the Licensed Software will remain
in force until the earlier of 1) one year from the date of
termination, 2) the date on which GlobalTel completes the process of
replacing the Licensed Software with substitute software having
similar functionality, or 3) the date on which GlobalTel completes
the process of transferring its BIS Users to another provider of
similar services.
7.1.6 [*]
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7.1.7 Without Novell's prior written consent, GlobalTel will not
decompile, reverse compile, reverse assemble, modify, or perform any
similar type of operation on Licensed Software, except and only to the
extent expressly permitted by applicable law. GlobalTel agrees that
any such resulting works are derivative works and as such are the sole
and exclusive property of Novell.
7.1.8 Novell reserves all rights in the Licensed Software not
expressly granted to GlobalTel in this Service Platform SOW.
8. [*]
8.1 [*]
8.1.1 [*]
8.1.2 [*]
Table 8.1.2
----------------------------------------------------
[*] [*]
----------------------------------------------------
[*] [*]
----------------------------------------------------
[*] [*]
----------------------------------------------------
[*] [*]
----------------------------------------------------
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-------------------------------------------------
[*] [*]
-------------------------------------------------
[*] [*]
-------------------------------------------------
[*] [*]
-------------------------------------------------
8.2 [*]
8.3 [*]
9. Intellectual Property.
---------------------
9.1 Ownership. The parties do not intend to transfer the ownership of any
---------
of their respective information exchanged under this Service Platform SOW,
or of any of their respective IP Rights covering that Information; each
party provides all information to the other party on a license or
confidential disclosure basis only, as specified elsewhere in this Service
Platform SOW.
9.2 Derivative Work. In relation to any Derivative Work which is,
---------------
9.2.1 [*]
9.2.2 [*]
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9.2.3 [*]
9.3 Corrections, Upgrades and Enhancements. Novell will own Corrections,
--------------------------------------
Upgrades, and Enhancements to Licensed Software (including Corrections,
Upgrades, and Enhancements developed by GlobalTel).
9.4 Customer Information. Subject to any legal restrictions concerning
--------------------
privacy of customer data, GlobalTel will provide billing information that
GlobalTel compiles during the term about BIS Users who identify themselves
as Novell customers or Novell VARs in GlobalTel's BIS User database. All
such BIS User information will be GlobalTel Confidential Information.
9.5 Proprietary Notices. Neither party will remove any copyright notices
-------------------
or proprietary legends contained in Information provided by the other
party, including Licensed Software.
9.6 No Implied Rights or Licenses. All rights and licenses with respect
-----------------------------
to intellectual property which the parties intend to grant under this
Service Platform SOW are expressly stated in Sections 7 and 9.
10 Interpretation and Enforcement.
------------------------------
10.1 Principles of Interpretation.
----------------------------
10.1.1 Construction of Certain Terms.
-----------------------------
10.1.1.1 In all cases under this Service Platform SOW in
which GlobalTel consults with Novell or otherwise obtains
Novell's input or assistance, GlobalTel will in good faith
consider Novell's advice.
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10.1.1.2 Statements of a party's intent in this Service
Platform SOW reflect that party's good faith intent as of the
Effective Date, but do not represent binding obligations of
that party.
10.1.1.3 The term "include" and its derivatives are
illustrative and not limiting or exclusive.
10.1.2 Severability. If any provision of this Service Platform
------------
SOW will be found by a court of competent jurisdiction to be invalid
or unenforceable, such finding will not affect the validity and/or
enforceability of the Service Platform SOW as a whole or of any other
part of the Service Platform SOW. In such case this Service Platform
SOW will be construed and enforced as if it did not contain the
invalid and/or unenforceable provision. However, if either party
considers that provision to be an essential element of this Service
Platform SOW, the parties agree to promptly negotiate a replacement
achieving the same intent to the extent possible.
10.2 Termination.
-----------
10.2.1 Either party may terminate this Service Platform SOW if the
other party is in default. A party to this Service Platform SOW is in
default if, subject to Section 10.2.2, it commits a material breach;
or it ceases normal operations or becomes insolvent. As used in this
Section 10.2.1, "insolvent" means that the party is unable to pay its
debts as they become due, files or has filed against it a petition
under an bankruptcy law (which, if involuntary, is unresolved after
60 calendar days), proposes any dissolution, liquidation,
composition, financial reorganization, or recapitalization with
creditors, makes an assignment or trust mortgage for the benefit of
creditors, or that a receiver trustee, custodian, or similar agent is
appointed or takes possession with respect to any major property or
business of that party.
10.2.2 If a material breach of this Service Platform SOW will be
claimed to have occurred by either party, that party will give the
violating party Formal Notice stating the nature of the violation
with reasonable particularity. Termination will not become effective
unless the violating party will have failed to cure or correct the
violation within 90 days of the receipt of such notice.
10.2.3 Upon expiration or termination of this Service Platform SOW
for any reason, each party will, at the request of the other party,
return and make no further use of property, Materials, and other
items (and all copies thereof) belonging to the other party and
relating to this Service Platform SOW.
10.3 Survival of Obligations. The obligations of the parties under this
-----------------------
Service Platform SOW that by their nature continue beyond the expiration of
this Service Platform SOW,
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and those provisions that are expressly stated to survive termination, will
survive the termination or cancellation of this Service Platform SOW.
11 General Terms and Conditions.
----------------------------
11.1 Injunctive Relief. Each party acknowledges and agrees that the
-----------------
obligations and promises under this Service Platform SOW are of a unique,
intellectual character that gives them particular value. Each party further
acknowledges and agrees that a breach of any of the promises or agreements
contained in this Service Platform SOW may result in irreparable and
continuing damage to the other for which there may be no adequate remedy at
law and, in the event of such breach, the non-breaching party will be
entitled to injunctive relief and/or a decree for specific performance, and
such other and further relief as may be proper (including monetary damages
if appropriate).
11.2 Employee Liability.
------------------
11.2.1 All persons furnished by a party ("Employer") to perform
services or otherwise discharge Employer's obligations under this
Service Platform SOW will be considered solely Employer's employees
or agents, and Employer will be responsible for payment of all
unemployment, social security, and other payroll taxes, including
contributions when required by law. Employer agrees to indemnify and
save harmless the other party, and that other party's Subsidiaries
and customers and their officers, directors, employees, successors,
and assigns (all hereinafter referred to in this clause as
"Indemnitee" from and against any losses, damages, claims, demands,
suits, liabilities, and expenses (including reasonable attorneys'
fees) that arise out of or result from: (1) injuries or death to
persons or damage to property, including theft, in any way arising
out of or occasioned by, caused or alleged to have been caused by or
on account of the performance of the work or services performed by
Employer or persons furnished by Employer, (2) assertions under
Workers' Compensation or similar acts made by persons furnished by
Employer or by an subcontractor, or by reason of any injuries to such
persons for which Indemnitee would be responsible under Workers'
Compensation or similar acts if the persons were employed by
Indemnitee, (3) any failure on the part of Employer to satisfy all
claims for labor, equipment, materials, and other obligations
relating directly or indirectly to the performance of the work in
connection with this Service Platform SOW; or (4) any failure by
Employer to perform Employer's obligations under this clause.
Employer agrees, at its expense, to defend Indemnitee, at
Indemnitee's request, against any such claim, demand, or suit.
Indemnitee agrees to notify Employer within a reasonable time of any
written claims or demands against Indemnitee for which Employer is
liable under this Section 11.2.1.
11.2.2 Employer will not implead or bring any action against the
other party or its employees based on any claim by a person for
personal injury or death that
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occurs in the course of scope of employment of such person by
Employer and that arises out of work performed in connection with
this Service Platform SOW.
11.3 Disclaimers of Warranties. EXCEPT AS OTHERWISE STATED IN THIS
-------------------------
SECTION 11, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, TO THE OTHER CONCERNING OR RELATED TO THE LICENSED SOFTWARE OR
OTHER INFORMATION DEVELOPED OR PROVIDED PURSUANT TO THIS Service Platform
SOW. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OF FITNESS FOR ANY
PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED SOFTWARE OR OTHER
INFORMATION WILL NOT INFRINGE ANY PATENT. NEITHER PARTY WARRANTS THAT THE
OPERATION OF LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
11.4 Licensed Software. THE LICENSED SOFTWARE IS NOT DESIGNED,
-----------------
MANUFACTURED OR INTENDED FOR USE OR RESALE FOR ON-LINE CONTROL EQUIPMENT IN
HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE
OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR AIRCRAFT
COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES,
OR WEAPONS SYSTEMS, IN WHICH FAILURE OF THE LICENSED SOFTWARE COULD LEAD
DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENT
DAMAGE. THE LICENSED SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND
OPERATING SYSTEMS. THE LICENSED SOFTWARE IS NOT WARRANTED FOR
COMPATIBILITY.
11.5 Limitation of Liabilities. Novell's liability under this Service
-------------------------
Platform SOW is subject to the limitation on liabilities as provided in 9.n
of the MTA.
11.6 Third Party Beneficiaries. This Service Platform SOW is not intended
-------------------------
to benefit any person or entity not a party signatory to it.
11.7 No Implied Rights to GlobalTel. Other than an express grant of
------------------------------
rights and licenses under this Service Platform SOW, GlobalTel has no
rights or licenses, including implied rights or licenses, under this
Service Platform SOW.
11.8 Amendments and Waivers. No amendment to this Statement of Work No. 1
----------------------
will be binding unless agreed to in a writing executed by both Novell and
GlobalTel, and no approval, consent, or waiver will be enforceable unless
signed by the granting party. The pre-printed terms of any order,
acknowledgment, or other form do not amend this Service Platform SOW. No
document will be deemed to amend this Service Platform SOW by implication.
A waiver of a breach of any term of this Service Platform SOW will not be
construed as a waver of any succeeding breach of that term or as a waiver
of the term itself. A party's
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performance after the other's breach will not be construed as a waiver of
that breach. No course of dealing, or informal communication of any kind,
will be deemed to amend this Service Platform SOW.
11.9 Entire Service Platform SOW. This is the entire agreement between
---------------------------
the parties with respect to the subject matter hereof. This Service
Platform SOW supersedes all prior agreements, proposals, representations,
statements, and understandings, whether written or oral, concerning the
subject matter.
12 Signatures. This Statement of Work may be executed in counterparts and
----------
will become effective when signed by authorized representatives of both
parties.
Novell, Inc. GFP Group, Inc.
Name: /s/ Dave Trotter Name: [SIGNATURE APPEARS HERE]
------------------------------- -------------------------------
Dave Trotter
Title: VP OEM Sales Title: Chairman
------------------------------ ------------------------------
Date: 21-October-1997 Date: 19-September-1997
------------------------------- -------------------------------
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Exhibit A
Deliverables
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Item Item Description
No.
- --------------------------------------------------------------------------------
<S> <C> <C>
1 [*] [*]
- --------------------------------------------------------------------------------
2 [*] [*]
- --------------------------------------------------------------------------------
3 [*] [*]
- --------------------------------------------------------------------------------
4 [*] [*]
- --------------------------------------------------------------------------------
5 [*] [*]
- --------------------------------------------------------------------------------
6 [*] [*]
- --------------------------------------------------------------------------------
7 [*] [*]
- --------------------------------------------------------------------------------
8 [*] [*]
- --------------------------------------------------------------------------------
9 [*] [*]
- --------------------------------------------------------------------------------
</TABLE>
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- --------------------------------------------------------------------------------
10 [*] [*]
- --------------------------------------------------------------------------------
11 [*] [*]
- --------------------------------------------------------------------------------
12 [*] [*]
- --------------------------------------------------------------------------------
13 [*] [*]
- --------------------------------------------------------------------------------
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