EXHIBIT 10.39
Agreement No. ▇▇-▇▇▇▇-▇▇▇
Licensee: Galacticomm Inc.
PACIFIC SOFTWORKS INC.
ANNUAL SOURCE SUPPORT AND MAINTENANCE AGREEMENT
This Annual Source Support and Maintenance Agreement provides for annual
technical support and Software maintenance upgrades for the Licensee of the
Software. This is an attachment to the executed Source Code License Agreement.
All agreements made in the Source Code License Agreement are binding to this
Agreement by its attachment to the Source Code License Agreement and execution
below. An executed Source Code License Agreement is prerequisite to this
Agreement. This Agreement is effective by the date of last signature below.
1. SUPPORT
Pacific Softworks Inc. will provide technical support to Licensee for the
Software.
1.1 Technical Contracts
Up to two technical contracts, a primary and an alternate, at the
Licensee's site may be identified as the exclusive communication point
between Licensee and Pacific Softworks Inc.
1.2 Telephone Support
Pacific Softworks Inc. will provide technical assistance by telephone,
Facsimile, and/or electronic mail. Also off-line research time, from its
offices during regular business hours (Monday through Friday excluding
Pacific Softworks Inc. published holidays, 8:00 a.m. to 5:00 p.m. Pacific
time).
1.3 Problem Identification and Resolution
Problems are classified in three categories: Priority 1, Priority 2, and
Priority 3. All Problems will be identified, acknowledged and classified by
Pacific Softworks Inc. within 72 hours of written notification by
Licensee via FAX or electronic mail of the problem. Such problems must be
duplicatable on the standard binary configuration in accordance with the
Software Source code License Agreement, Appendix A.2.
PRIORITY 1 PROBLEM means a problem with the Software which renders the
Software unusable or causes a crash of the end user's system. Pacific
Softworks Inc. will exercise its best efforts to resolve Priority 1
Problems within ten (10) working days of problem identification and
reproduction.
PRIORITY 2 PROBLEM means a problem which causes a feature of the Software
to fail in Licensee's System or End-user site, and a work-around or
alternate method for the feature can be identified. Pacific Softworks Inc.
will exercise its best efforts to resolve Priority 2 Problems within twenty
(20) working days of problem identification and reproduction.
PRIORITY 3 PROBLEM means a problem which causes only minor inconvenience to
the end user including as for example, but not limited to, misspelled error
messages and documentation errors. Pacific Softworks Inc. will correct
Priority 3 Problems in future releases of the Software.
1.4 In order for Pacific Softworks Inc. to identify, reproduce, and resolve
Priority and Priority 2 Problems, Licensee will use its reasonable efforts
to convey an accurate description of the problem, to reasonably analyze
the cause of the problem, if required, provide one of Licensee's Systems
or any hardware or software components of the System needed by Pacific
Softworks Inc. Pacific Softworks Inc.'s resolution of the problem is
conditioned upon being able to reproduce the problem on Licensee's System.
Pacific Softworks Inc. agrees to make reasonable efforts towards
recreating and fixing problems with the FUSION code.
1.5 Pacific Softworks Inc.'s obligations are to provide support to Licensee and
not to Licensee's End-user or Distributors
2. SOFTWARE MAINTENANCE AND UPDATES
Updates to the Software are classified in two categories:
REVISION means a maintenance or minor release of the Software to fix bugs by
Pacific Softworks Inc. engineering activities and to resolve Priority 1 and
Priority 2 Problems that have been reported from the field. The Revision level
and number is increased by one but the Release level of the Software does not
change. For example, if 3.4 represents the current Release level (3) and
Revision level (4), a Revision would be indicated by 3.5.
PACIFIC SOFTWORKS, INC. Page 1
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Licensee: Galacticomm Inc.
RELEASE means a failure or major release of the Software in which new features,
updates or enhancements to the protocols, and fixes to Priority 3 Problems
reported from the field are added. The Revision level is reset to zero and
Release number is changed. For example, if 3.4 represents the current Release
level (3) and Revision level (4), a Release would be indicated by 4.0.
2.1 During the term of this Agreement, if Pacific Softworks Inc. develops any
new Releases or Revisions of the Software Source Code as it applies to
Licensee's System (as defined in the Source Code Agreement) and which
Licensee obtained by Source Code Agreement, Licensee will have the same
rights with respect to such new Release or Revision as granted in the
Source Code Agreement.
2.2 Pacific Softworks Inc. shall deliver any new Release or Revision of the
Software to Licensee, in accordance with the provisions of the Software
Source Code License Agreement, and subject to reasonable shipping costs
within thirty (30) days of its general availability according to the
configuration and media type defined in the Software Source Code Agreement.
3. PAYMENT
3.1 Licensee agrees to pay Pacific Softworks Inc. the fee for Source Support
and Maintenance as specified in Appendix B. Licensee will execute a company
Purchase Order for the amount of the fee.
3.2 The fee is due and payable within 30 days of receipt by Licensee of the
Software Source Code. Licensee shall pay Pacific Softworks Inc. a charge
of 2% per month (or the highest rate allowed by law) on all amounts which
are due but unpaid under this Agreement. From the date such amounts are
overdue until they are paid, such charge shall accrue and be due and
payable on a daily basis.
4. TERM AND TERMINATION
4.1 Termination of the Source Code Agreement also terminates this Agreement,
and takes precedence over any other termination provision herein.
4.2 Other than 4.1 above, the initial term of this Agreement shall be one (1)
year from the effective date and will be renewed annually on the
anniversary of the effective date, provided payment of fees for the
renewal of the Support and Maintenance Agreement is made by Licensee within
30 days prior to the anniversary (renewal) date.
IN WITNESS WHEREOF, the parties hereto have caused this Annual Source Support
and Maintenance Agreement to be executed by their authorized representatives.
For Pacific Softworks Inc.: For Licensee:
Name: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ------------------------------
(signature) (signature)
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ------------------------------
(print) (print)
Title: Executive Vice President Director/Developer
------------------------------- ------------------------------
Date: 07-12-95 6 July 95
------------------------------- ------------------------------
PACIFIC SOFTWORKS, INC. Page 2
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Licensee: Galacticomm Inc.
APPENDIX A
TRAINING AGENDA
DAY 1: MORNING SESSION (8:00 A.M. - 12:00 NOON)
GENERAL PRESENTATION OF FUSION ARCHITECTURE
* protocols, links OS/CPU support
* correspondence to the ISO 7-layer model
* table-driven configuration -- extensibility
* entry points, entry functions
* OS dependencies
* utilities provided
SOURCE HIERARCHY OVERVIEW
* source file naming conventions
* major OS families:
- DOS dependencies "msdos/"
- Unix dependencies "unix/"
- VMS dependencies "vms/"
* headers"h/"
* libraries "lib/"
* utilities "utl/"
* kernel:
- kernel library "lib/net/kernal/"
- socket manager "sock/"
- protocols "protos/"
- link-layer drivers "links/" (non-intelligent cards)
- intelligent controller interfact "inp/"
host side "inp/host"
node side "inp/node"
- OS-dependent "os/"
* location of 'make' files
LIBRARY OVERVIEW
* User probram libraries:
- Socket system call interface "lib/net"
- Client/server model
- Other libraries
Pacific Softworks Inc. utility standard function
library "lib/nrc/"
Pacific Softworks Inc. viewport screen painting
package
"lib/view/"used by dbedit and nstat
4.2BSD compatibility library "lib/b42ish" used by ftp
Command interface library "lib/cmd/" used by ftp
and telnet (on VMS)
* kernal socket libraries
- Sockets within the FUSION kernel "lib/net/kernel/"
DAY 1: AFTERNOON SESSION (1:00 P.M. - 5:00 P.M.)
EXAMPLE OF A 'SEND TO' CALL
KERNEL SOCKET STRUCTURE
* 'so_t' & 'sop_tbl'
* allocation
KERNEL PROTOCOL SWITCH TABLE
* 'pr_t' & 'protosw[]'
* link with socket structure
PACIFIC SOFTWORKS, INC. Page A-1
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Licensee: Galacticomm Inc.
USER REQUEST/KERNEL SOCKET INTERFACE:
* the 'el' array: why
* socket function dispatch table
* examples
GENERAL MESSAGE STRUCTURE 'M'
NETWORK DEVICES TABLE -- 'NETDEV' & 'NDEVSW[]'
DAY 2: ALL DAY (8:00 A.M. - 5:00 P.M.)
UNIX NETWORK TERMINALS
INTELLIGENT NODE PROCESSORS (INP)
PORTING ISSUES
* O.S. dependencies
* h/config.h, h/osdep/(greater than)os(less than).h, os/(greater than)
os(less than)/a/*.c
* Adding a device driver
* INP porting issues, inp/node/(greater than)machine(less than)/,
inp/host/(greater than)machine(less than)/
DAY 3: MORNING SESSION (8:00 A.M. - 12:00 NOON)
FUSION KERNEL SERVICES
* FUSION heap manager
* Queue management
* Guarded queues
* Sleeps/wakeups - blocking / nonblocking / queuing
* FUSION timer
* Message state machine
* Transaction Work queue
* Timed message queue
* Select, nselect
DAY 3: AFTERNOON SESSION (1:00 P.M. - 5:00 P.M.)
FUSION PROTOCOLS
* Required functions and controls
* ICMP
* INTRA
* FUSION router
* UDP
* ARP
* IP
* ETHERNET
* TCP
PACIFIC SOFTWORKS, INC. Page A-2
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Licensee: Galacticomm Inc.
APPENDIX B
SOURCE SUPPORT AND MAINTENANCE FEE SCHEDULE
DESCRIPTION PART NUMBER FEE
Annual Source Support and Maintenance
for FUSION
Lower Layers Source, SLIP and protocols FNS-SRC-EMB-SUP $4,000.00
Support to begin on 07/10/95 and expire
07/09/96.
PACIFIC SOFTWORKS, INC. Page B-1