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