EXHIBIT 10.1
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY AN ASTERISK AND
ENCLOSED BY BRACKETS. tHE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
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Master Software License and Distribution Agreement (Contract No. 220-00-0134)
effective as of December 1, 2000
between Cellco Partnership (d/b/a Verizon Wireless)
and
▇▇▇▇▇ Micro Software, Inc.
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CONTRACT NO. 220-00-0134
THIS MASTER SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT is between
CELLCO PARTNERSHIP, a Delaware general partnership, doing business as Verizon
Wireless, (hereinafter called "Verizon Wireless") having an office and place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇
Micro Software, Inc., a Delaware corporation, having its principal office and
place of business at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (hereinafter
called "SMSI").
WHEREAS, Verizon Wireless may place Orders for the license of Software
and/or purchase of Related Services from SMSI; and
WHEREAS, Verizon Wireless and SMSI each desire that the terms and
conditions controlling all such licenses and purchases be consistent, uniform,
and agreed to by both parties in advance of the placement of any such Orders;
and
WHEREAS, SMSI publishes the software programs listed in Schedule A
attached hereto and documentation and instruction manuals, if any, related to
the software programs.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions herein contained, Verizon Wireless and SMSI agree as follows:
SECTION I. DEFINITIONS AND SCOPE
1.1 Definitions
a. "Agreement" refers to this Master Software License and Maintenance
Agreement.
b. "Order" refers to a written order from Verizon Wireless for the
license from SMSI of Software and/or purchase of Related Services.
c. "Outstanding Order" refers to an Order for which license to
Software described therein or for which any Related Service
described therein has not been accepted.
d. "Party" refers to either Verizon Wireless or SMSI, as the context
requires; both Verizon Wireless and SMSI may be collectively
referred to as the "Parties."
e. "Related Services" means those services such as technical support,
training, and [*] which SMSI will provide to Verizon Wireless
hereunder. Those Related Services which will be provided by SMSI
and the charges therefore, if any, are set forth on Schedules A
and B.
f. "Software" refers to the computer programs and applications,
available hereunder as described on Schedule A , and includes all
related documentation and manuals.
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
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CONTRACT NO. 220-00-0134
1.2 Scope. SMSI shall provide to Verizon Wireless the Software and Related
Services as described in Orders Verizon Wireless may from time to time place for
the Software hereunder. It is expressly understood and agreed that this
Agreement is intended solely to establish uniform and consistent terms and
conditions for any such Orders; that Verizon Wireless is not obligated to place
any Orders with SMSI; that this Agreement does not grant SMSI an exclusive
privilege to sell to Verizon Wireless any Software and/or Related Services that
Verizon Wireless may require; or limit, in any way, Verizon Wireless' right to
contract with other manufacturers and SMSIs for the procurement of comparable
products, software and/or services.
SECTION II. LICENSE AND LICENSE TERMS
2.1 License Grant. SMSI grants to Verizon Wireless a non-exclusive license
to reproduce and have reproduced, market, and distribute the Software, in object
code form only, to distributors, re-sellers OEM customers of Verizon Wireless
and end-users. Reasonable improvements in the Software (which shall mean any
minor additions or modifications made by SMSI to or in the Software at any time)
which improve the efficiency and effectiveness of the Software and which do not
change its function(s) shall be furnished to Verizon Wireless [*]
2.3 Verizon Wireless shall provide handsets to SMSI for purposes of testing
and/or joint development of products as between Verizon Wireless and SMSI and
shall return any and all handsets to Verizon Wireless upon termination of this
Agreement.
2.4 Verizon Wireless agrees to reference SMSI on product packaging,
advertising and in promotional literature upon mutually agreeable terms.
2.5 Verizon Wireless and SMSI agree to execute a joint press release upon
execution of this Agreement as to the formation of the joint relationship of the
parties hereto but shall not issue further press releases until the time of
product launch.
2.6 SMSI shall provide tier 3 support to Verizon Wireless Mobile Internet
Care Centers but will have no obligation to support Verizon Wireless customers
directly.
[*]
2.9 Documentation. With each license of Software ordered hereunder, SMSI
shall provide Verizon Wireless copies of the following documentation: Electronic
Quick Start Guide. Documentation shall comply with commonly accepted industry
standards with respect to content, size, legibility and reproducibility. SMSI
shall, provide at no additional charge, all future updates of such
documentation. Verizon Wireless shall have the right to reproduce all
documentation including all machine-readable documentation for the Software,
provided that such reproduction is made solely for Verizon Wireless' permitted
use hereunder. Any such reproductions shall include any copyright or similar
proprietary notices contained on the items being reproduced.
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
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CONTRACT NO. 220-00-0134
2.10 License Term. The license term for end users shall commence on the date
of receipt by the end user and shall continue in perpetuity unless otherwise
stated in an Order.
2.11 New Releases. If SMSI develops new versions of the Software SMSI shall
supply the new version to Verizon Wireless. SMSI shall continue to support the
replaced version for a minimum period of two (2) years after issuance of the new
version.
2.12 Bankruptcy Code 365(n). All rights and licenses granted under or
pursuant to this Agreement or any Order by SMSI to Verizon Wireless are, and
shall otherwise be deemed to be, for the purposes of Section 365(n) of the
United States Bankruptcy Code ("Code"), licenses to rights to "intellectual
property" as defined in the Code. The Parties agree that Verizon Wireless, as
licensee of such rights under this Agreement, shall retain and may fully
exercise all of its rights and elections under the Code. The Parties further
agree that, in the event of a bankruptcy proceeding by or against SMSI under the
Code, Verizon Wireless shall be entitled to retain all of its rights (including
all licenses) under this Agreement and/or any Order.
SECTION III. TERM AND TERMINATION
3.1 Term. This Agreement shall be effective on Dec. 1, 2000 (the "Effective
Date"). [*]
3.2 Termination. This Agreement may be terminated, by written notice only,
as follows:
[*]
b. By either Party, immediately, in the Event of Default or breach of
this Agreement and/or Order by the other Party. Any of the following shall be
considered an "Event of Default":
i) For a default in payment of invoices which
breach or default which has not been cured
within fifteen (15) business days after
service of written notice of default of the
non-breaching party;
ii) Either Party judged bankrupt or insolvent; or
iii) Either Party makes a general assignment for
the benefit of its creditors; or
iv) A trustee or receiver is appointed for either
Party or for any of its property; or
v) Any petition by or on behalf of either Party
is filed to take advantage of any debtor's act
or to reorganize under the bankruptcy or
similar laws; or
vi) Either Party disregards laws, ordinances,
rules, regulations or orders of any public
authority which has a material adverse effect
on performance of this Agreement.
In the event of termination by Verizon Wireless pursuant to subsection
(b), Verizon Wireless shall have the right, at its option, to confirm in whole
or in part any Outstanding Order, in which case SMSI shall be obligated to
fulfill the Order to the extent it is confirmed, or to cancel, in
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
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CONTRACT NO. 220-00-0134
whole or in part, any Outstanding Order without any liability to Verizon
Wireless. The foregoing right is in addition to, and not in limitation of, any
other remedy Verizon Wireless may have at law or equity.
SECTION IV. ORDERS
4.1 Order Requirements. Each Order for Software and Related Services shall
contain the following: (a) date of Order and Order Number; (b) the incorporation
of this Agreement; (c) the incorporation by reference of any additional
specifications; (d) a detailed list of the Software or Related Services (such
list is to include quantities, descriptions, specifications, prices, charges,
and discounts); (e) the billing and delivery addresses; (f) the required dates
for delivery of the Software, commencement dates for Related Services, and the
length of term for Related Services; (g) the name and telephone number of the
person to contact; and (h) any other special terms and conditions that are not
provided for in this Agreement; (i) SMSI must be given a minimum of ten business
days to fulfill any order placed by Verizon Wireless.
4.2 SMSI shall not be obligated to begin production until Verizon Wireless
shall have provided (a) a copy of this Agreement, executed by authorized
representative of Verizon Wireless (b) an approved press release and (c) Master
Release Authorization Form, in the form attached as Schedule D to this
Agreement, executed by authorized representative of Verizon Wireless.
4.3 Acceptance of Order. If notice of rejection of an Order is not received
by Verizon Wireless within twenty-one (21) days from the date of the Order, such
Order shall be deemed to have been accepted by SMSI
4.4 Conflict of Provisions. No provision in either party's purchase orders,
or in any other business forms employed by either party will supersede the terms
and conditions of this Agreement. An Order may be modified only by a written
instrument signed by Verizon Wireless and SMSI.
SECTION V. PRICE, PAYMENT AND DELIVERY
5.1 License Fees. Verizon Wireless shall pay SMSI [*] license fees
specified in Schedule A hereto [*]. Verizon Wireless shall accompany each
monthly payment with a report containing all information reasonably necessary to
verify accuracy of the payment for that month. Verizon Wireless shall pay a late
charge of 1.0% for each month or partial month that payment is late, or, if
lower, the maximum rate permitted by law. SMSI may suspend its performance under
this Agreement if any payment is sixty (60) days past due.
5.2 [*]
5.3 Delivery. SMSI shall arrange for the delivery of the Software or
provision of the Related Services on the date(s) specified in the Order and in
accordance with Verizon Wireless' instructions. Shipping costs shall be invoiced
by SMSI and paid for by Verizon Wireless. SMSI
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
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CONTRACT NO. 220-00-0134
shall deliver the Software in sufficient time to meet the required delivery
date. Time is of the essence as to all dates for provision, delivery and
installation.
5.4 Late Delivery. If SMSI fails to deliver to Verizon Wireless the
Software on or before the ordered delivery date, Verizon Wireless may either
cancel the Order or extend such ordered delivery date to a subsequent date. If
Verizon Wireless elects to extend the ordered delivery date, the parties agree
that Verizon Wireless will be damaged in an amount which will be difficult to
determine with certainty. Therefore, SMSI agrees to pay Verizon Wireless as a
late delivery charge and not as a penalty, an amount equal to two percent (2%)
of the license fee for each week or part thereof of delay occurring after the
ordered delivery date originally specified on the Order until either the
delivery date or the date on which Verizon Wireless cancels the Order, whichever
first occurs. Such late delivery charge shall not accrue beyond twelve (12)
weeks delay.
5.5. Risk of Loss. Verizon Wireless shall bear the risk of loss of or damage
to the Software during shipment to the end-user. SMSI shall bear risk of loss or
damages to the Software prior to receipt thereof by Verizon Wireless.
5.6. Invoices and Payment
a. For copies produced by SMSI for Verizon Wireless or services
rendered by SMSI, SMSI shall render invoices following the shipment of the
Software or the providing of Related Service. Such invoices shall be sent to the
billing address noted on the Order and shall contain the detailed information
set forth below in subsection 5.6b. If an Order requires shipment to multiple
states, than each item invoiced must indicate final shipping destination. Each
invoice shall be paid within thirty (30) days of receipt unless it is disputed
by Verizon Wireless.
b. The following detailed information is required on each invoice in
order to assure prompt remittance:
(1) Verizon Wireless' Order number
(2) SMSI's invoice number.
(3) Quantity and price of each item shipped.
(4) Applicable sales/use tax based on final destination:
i) the value of the taxable Software/Related
Service by individual taxing jurisdiction;
ii) the sales/use tax for each such Software/
Related Service by individual taxing
jurisdiction;
iii) the value of nontaxable Software/Related
Services; and
iv) SMSI's sales/use tax registration number for
each applicable taxing jurisdiction.
(5) Transportation costs.
(6) Other charges (if applicable).
(7) Final total cost.
(8) Contract number.
c. Charges payable by Verizon Wireless will apply and shall be
calculated from the date of acceptance for Software and the commencement date
for a Related Service. For any period of less than a calendar month, the charges
shall be prorated on the basis of a thirty (30) day month.
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CONTRACT NO. 220-00-0134
SECTION VI. RELATED SERVICES.
6.1 Software Support. SMSI shall provide training and support services set
forth on Schedule Band as described herein.
6.2 Training. SMSI shall, at no additional charge, provide sufficient
training, training materials and third-tier technical support to designated
Verizon Wireless personnel to enable Verizon Wireless to properly and
effectively use the Software. Support shall be furnished by telephone during
SMSI's usual customer support hours and by SMSI providing access to Verizon
Wireless to its support web site. Training shall be conducted at a site selected
by Verizon Wireless and on dates that are mutually agreed to. Verizon Wireless
shall reimburse SMSI all its resasonable expenses incurred in connection with
such training subject to Verizon Wireless corporate guidelines regarding
reimbursement. SMSI shall provide on-site training no more than two days per
quarter. Verizon Wireless may reproduce any training materials originated by
SMSI for the purpose of training Verizon Wireless personnel. Any such
reproductions shall include any copyright or similar proprietary notices
contained in the items being reproduced.
[*]
SECTION VII. STANDARD OF PERFORMANCE FOR ACCEPTANCE.
7.1 Acceptance. Verizon Wireless shall certify to SMSI that the Software
has been accepted upon the successful completion of the performance standards
for the acceptance tests, as specified in this Section 7.
7.2 Standard. Within ten (10) days after SMSI has certified the Software as
ready for Verizon Wireless' acceptance tests, Verizon Wireless, with SMSI's
advice and assistance, shall commence Verizon Wireless' acceptance tests. The
acceptance test shall end when VerizonWireless has signed SMSI's Master Release
Authorization form.
SECTION VIII. REPRESENTATIONS AND WARRANTIES
8.1 Ownership. SMSI warrants that it has the right to license the Software
to Verizon Wireless.
8.2 SMSI's Warranties. SMSI warrants that during the Warranty Period (as
defined below), the Software furnished hereunder shall be free from material
programming errors and from material defects in workmanship and materials.
Verizon Wireless acknowledges that inevitably some errors may exist in the
Software, and the presence of such errors shall not be a breach of this
provision. In no event shall SMSI's obligations under this warranty exceed those
contained in SMSI's end user license, as it may be in effect from time to time.
This warranty shall be of no effect should Verizon Wireless cause the Software
to be modified or used other than as licensed hereunder or as provided in the
documentation without the written consent of SMSI.
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
6
CONTRACT NO. 220-00-0134
8.3 SMSI's Fulfillment of Warranty Obligations. If at any time during the
90-day period immediately following the date hereof (the "Warranty Period") SMSI
or Verizon Wireless shall discover one or more material defects or errors in the
Software or any other respect in which the Software fails to conform to the
provisions of any warranty contained in this Agreement, SMSI shall, entirely at
its own expense, promptly use reasonable efforts to correct such defect, error
or nonconformity by, among other things supplying Verizon Wireless with
corrected versions of the Software.
8.4 No Warranty Pass-Through. Verizon Wireless shall not pass through to
its customers, end users or any other third party the warranties made by SMSI
under this Agreement. Verizon Wireless shall make no representations to its
customers, end users or any other third party on behalf of SMSI. No warranty,
representation or agreement herein shall be deemed to be made for the benefit of
any customer, end user, or licensee of Verizon Wireless or any other third
party.
8.5 CALEA. SMSI represents and warrants to Verizon Wireless that at the
time of delivery, all Software delivered hereunder shall be "CALEA Compliant",
meaning that they will comply with the provisions of Pub L. 103-414, Title 1,
October 25, 1994, 108 Stat 4279 as it may be amended from time to time as well
as any regulations or industry standards implementing the provisions of the law.
8.6 Year 2000 Compliance. SMSI represents and warrants that the Software
and Related Services provided hereunder (a) shall perform on and after
January 1, 2000 in as good a manner as before such date, and (b) shall at all
times manage, manipulate and report data involving dates (including the year
2000, dates before and after the year 2000, and single-century and multi-century
formulas) without generating incorrect values or dates or causing an
abnormally-ending scenario within an application. SMSI shall provide Verizon
Wireless with evidence of successful completion of independent laboratory
testing, against Bellcore General Requirement 2945, or other standard approved
by Verizon Wireless, that the supplied Software and Related Services provided
hereunder properly performs all internal and external time and date processing.
Such certification shall be provided upon execution of this Agreement. In
addition, SMSI agrees to cooperate with Verizon Wireless in conducting Year 2000
interoperability tests to ensure that the supplied Software and Related Services
do not adversely affect the operation, output, functionality or other elements
of Verizon Wireless' operation. Further, SMSI agrees to cooperate with Verizon
Wireless in providing information to third parties, such as customers,
regulatory bodies, and auditors, regarding SMSI's Year 2000 compliance as it
relates to the supplied Software and Related Services.
8.7 Software Virus Protection. SMSI represents and warrants to Verizon
Wireless that the Software provided to Verizon Wireless by SMSI does not contain
or will not contain any Self-Help Code or any Unauthorized Code (defined below).
SMSI shall remove promptly any such Self-Help Code or Unauthorized Code in the
Software of which it is notified or may discover. SMSI shall indemnify Verizon
Wireless against any loss or expense arising out of any breach of this warranty.
As used in this Agreement, "Self-Help Code" means any back door,
"time bomb", drop dead device, or other software routine designed to disable a
computer program automatically with the passage of time or under the positive
control of a person other than a licensee of the program. Self-Help Code does
not include software routines in a computer program, if any, designed to permit
the licenser of the computer program (or other person acting by authority of the
licensor) to obtain access to a licensee's computer system(s) (e.g., remote
access via modem)
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CONTRACT NO. 220-00-0134
for purposes of maintenance or technical support. As used in this Agreement,
"Unauthorized Code" means any virus, Trojan horse, worm, or any other software
routines or hardware components designed to permit unauthorized access to
disable, erase, or otherwise harm software, hardware, or data or to perform any
other such actions. The term Unauthorized Code does not include Self-Help Code.
8.8 LIMITATION OF LIABILITY. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SMSI MAKES
NO AND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS GUARANTEES AND WARRANTIES TO
ANY PERSON OR ENTITY REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE
THIS SECTION SHALL NOT APPLY TO INDEMNITY, IP INFRINGEMENT AND COMPLIANCE WITH
LAWS.
SECTION IX. INDEMNIFICATION
9.1 Third Party Claims. SMSI shall defend, indemnify, and hold harmless
Verizon Wireless, its parents, subsidiaries and affiliates, and their directors,
officers, agents and employees from any and all liabilities, claims or demands
whatsoever, (including the costs, expenses and reasonable attorney's fees
incurred on account thereof) that may be made: (a) by any person, specifically
including, but not limited to, SMSI, its agents or subcontractors, for injuries
including bodily injury (including death to persons) or damage to property
(including theft) occasioned by or alleged to have been occasioned by the acts
or omissions of the SMSI its agents or subcontractors whether negligent or
otherwise; or (b) by persons furnished by SMSI or any subcontractors under
Worker's Compensation or similar acts.
SMSI shall defend Verizon Wireless, at Verizon Wireless' request,
against any such liability, claim or demand. The foregoing indemnification shall
apply whether SMSI or Verizon Wireless defends such suit or claim and whether
the death, injury or property damage is caused by the sole acts or omissions of
SMSI or by the concurrent acts or omissions of Verizon Wireless or SMSI
hereunder. Verizon Wireless agrees to notify SMSI promptly of any written claim
or demands against Verizon Wireless for which SMSI is responsible hereunder.
9.2 Infringement. SMSI agrees to indemnify, defend, and hold Verizon
Wireless harmless from and against any and all actions, suits, claims,
liabilities, damages, losses and expenses (including the reasonable fees of
attorneys and other professionals and related costs and expenses) arising
directly or indirectly out of or in connection with any claim that the Software
violates any patent issued as of the date of this agreement, trademark,
copyright and any other intellectual or industrial property right of third
parties, finally awarded in any such claim, suit or proceeding. SMSI shall have
no liability for infringement based on (a) use of other than the current release
of the Software, (b) modification of the Software without SMSI's written
consent, (c) the combination or use of the Software with any other software,
equipment, product, device, item or process not furnished by SMSI or not
contemplated under this Agreement, if such infringement would have been avoided
by the use of the Software as contemplated herein or alone and in their current
unmodified form, (d) Verizon Wireless's continued infringing activities after
being notified thereof or after being informed of modifications that would have
avoided the infringement or, (e) Verizon Wireless's use of the licensed product
which is incidental to an
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CONTRACT NO. 220-00-0134
infringement not resulting primarily from the licensed product. Verizon Wireless
will indemnify SMSI from all damages and liabilities related to a claim excluded
from SMSI's indemnity obligation by the previous sentence.
9.3 Verizon Wireless agrees to indemnify, defend, and hold SMSI harmless
from and against any and all actions, suits, claims, liabilities, damages,
losses and expenses arising directly out of or in connection with any claim
related to the breach by Verizon Wireless of any warranty under this agreement,
or any claim that (a) the distribution of the Hardware violates any local,
state, or federal law, rule or regulation
SECTION X. USE AND PROTECTION OF CONFIDENTIAL INFORMATION.
10.1 Confidentiality. The Parties shall, during the Term and any Renewal
Term of this Agreement and for a period of three (3) years after termination of
this Agreement, hold in strictest confidence information which is confidential
and/or proprietary to the other ("Confidential Information", as more fully
described below) except for Verizon Wireless customer information which shall
remain confidential forever. The Parties shall not disclose or make each other's
Confidential Information available, in any form, to any third party or use each
other's Confidential Information for any purpose other than as specified in this
Agreement. Each Party shall take all reasonable steps to ensure that
Confidential Information is not disclosed or distributed by its employees or
agents (who have access to same because of and only on a need-to-know basis) in
violation of any provision of this Agreement, but in no event less than
reasonable means.
10.2 "Confidential Information" shall mean all information that is not
generally known to the public and in which a party has rights of any kind,
including, but not limited to, the Software, proprietary technology, trade
secrets, know-how, inventions (whether or not patentable), ideas, improvements,
works of authorship, derivative works, modifications, product development plans,
forecasts, strategies, names and expertise of employees and consultants,
techniques, processes, algorithms, schematics, software programs, designs,
together with all other business and technical information that a party
discloses to the other party, and such other information as is deemed
confidential by the disclosing party and identified as such at the time of
disclosure, or which, under the circumstances surrounding the disclosure to the
other party, ought reasonably to be treated as confidential.
10.3 Exceptions. The foregoing shall not prevent either Party from
disclosing Confidential Information which: (a) is or becomes a part of the
public domain through no act or omission of the other Party; (b) was in the
other Party's lawful possession prior to such access to or the disclosure of
same and had not been obtained by such other Party either directly or indirectly
from the Party hereto granting such access or making such disclosure, all of
which is so documented by such other party; (c) is lawfully disclosed to the
other Party by a third party without restriction on such disclosure; (d) is
required to be disclosed pursuant to subpoena or other legal process, provided,
however, that the Party responding to such request first provides written notice
to the other Party of the request; (e) is approved by the other Party for
disclosure; or (f) with respect to information that is the same as or
substantially identical to the Confidential Information, is independently
developed and is so documented by the other Party.
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10.4 Ownership. Verizon Wireless agrees that the Software provided
hereunder, and any copies thereof, in whole or in part, and all intellectual
property rights, including without limitation, patent, copyright, trademark,
trade secret, and any other intellectual or industrial property rights, are and
shall remain the sole property of SMSI, and that all rights thereto are reserved
by SMSI. Verizon Wireless agrees that it will not create derivatives of such
Software, nor use, copy, disclose, sell, assign, sublicense, or otherwise
transfer the Software except as expressly provided in this License Agreement.
Verizon Wireless is prohibited from the disassembly or decompilation of the
object code or the disclosure of any other aspect of the workings of the
Software without the prior written consent of SMSI.
10.5 Trademarks. This Agreement authorizes distribution of the Software only
under SMSI's trademarks. Unless otherwise agreed by the parties in writing,
Verizon Wireless shall use SMSI's trademarks only for purposes of advertisement,
promotion, and licensing of the corresponding Software and for no other
purposes. Verizon Wireless shall use such trademarks in accordance with the
guidelines established by SMSI from time to time. Verizon Wireless shall not use
any of SMSI's trademarks, service marks, logos, or slogans in any manner likely
to confuse, mislead, or deceive the public, or to in any way that is injurious
to the SMSI's reputation. In the event Verizon Wireless is permitted under this
agreement to make copies of the Software, Verizon Wireless shall include
copyright notices on any and all copies of the Software. Software shall always
be known by the name set forth in Appendix A attached hereto, and by no other
name. Verizon Wireless shall restrict its sub-licensees of the Software
similarly. SMSI may audit Verizon Wireless's use of SMSI's trademarks upon
request. Should SMSI decide to register any or all of its trademarks, Verizon
Wireless shall cooperate in all registration applications, renewals and other
procedures with the applicable trademark authorities.
10.6 Remedies. Each Party acknowledges that the other would suffer
irreparable damage in the event of any material breach of the provisions of this
Section 10. Accordingly, in such event, a Party would be entitled to seek
preliminary and final injunctive relief, as well as any other applicable
remedies at law or in equity against the Party who has breached or threatened to
breach this Section 10 and that party hereby waives the defense that money
damages would be adequate.
SECTION XI. TAXES.
11.1 Taxes. The prices stated are exclusive of income taxes, sales or use
taxes, ad valorem taxes, duties, licenses, or levies imposed on the production,
storage, sale, transportation or use of the Software, other than taxes on SMSI's
net income. Verizon Wireless shall pay and hold SMSI harmless from all such
charges, either as levied by taxing authorities, or in lieu thereof, Verizon
Wireless shall provide an exemption certificate acceptable to the relevant
taxing authorities.
11.2 Registration Number. SMSI shall provide to Verizon Wireless a sales and
use tax registration number for each state in which Related Services are
performed or that is the final destination, as set forth on the Order, of
Software provided under this Agreement. The registration number for each
applicable state will be added to every invoice issued by SMSI to Verizon
Wireless hereunder. SMSI shall remit the sales/use tax to the state of final
destination of Software, or the state in which the Related Services are
performed. SMSI shall notify Verizon Wireless of any state for which SMSI does
not ▇▇▇▇ and remit sales/use taxes because SMSI does not have nexus with that
state.
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CONTRACT NO. 220-00-0134
11.3 Indemnity. Each party agrees to pay, and hold the other party harmless
from and against, any penalty, interest, tax or other charge that may be levied
or assessed as a result of the delay or failure of the indemnifying party for
any reason to pay any tax or file any return or information required by law,
rule or regulation or by contract.
[*]
SECTION XIII. GENERAL.
13.1 Audit by Verizon Wireless. SMSI shall prepare and maintain complete,
legible, and accurate records of all hours worked and costs incurred in the
performance of under this Agreement during the Term and any Renewal Terms and
for two (2) years from the date of termination. Verizon Wireless shall have the
right, through its designated representatives, to examine and audit, at all
reasonable times, all such records and such other records and accounts as may,
under recognized accounting practices, contain information bearing upon the
amount payable to SMSI hereunder.
13.2 Audit by SMSI. Verizon Wireless shall keep records concerning the
copying and shipment of, and all transactions relating to, the sale of its
products and the distribution of the Software. Such records shall include,
without limitation records showing the number of Verizon Wireless's products
distributed and copies of the Software made and copies downloaded or otherwise
distributed. Verizon Wireless shall allow an independent certified public
accountant appointed by SMSI, upon ten (10) days written notice, to inspect,
audit and analyze all of Verizon Wireless's records as described in this
section, and all of Verizon Wireless's other books, accounts and shipping
records relating to the items licensed hereunder, during normal business hours
at Verizon Wireless's regular place of business. SMSI shall bear the costs of
such inspection and audit, unless the audit discloses that additional amounts
are due SMSI, in which case Verizon Wireless shall promptly pay such additional
amounts due and the reasonable costs of such inspection and audit. SMSI agrees
to sign any reasonable and appropriate confidentiality agreement with respect to
such inspection and audit which is submitted by Verizon Wireless during the term
of this Agreement.
13.3 U.S. Government contracts. Any Software which Verizon Wireless
distributes or licenses to or on behalf of the United States of America, its
agencies and/or instrumentalities (the "U.S. Government") are provided to
Verizon Wireless with RESTRICTED RIGHTS. Use, duplication, or disclosure by the
U.S. Government is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer
Software-Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable. The
Contractor/Manufacturer is: ▇▇▇▇▇ Micro Software, Inc. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Verizon Wireless shall comply with any requirements of the
U.S. Government to obtain such RESTRICTED RIGHTS protection, including without
limitation, the placement of any restrictive legends on the Software and any
license agreement used in connection with the distribution of the Software.
Under no circumstances shall SMSI be obligated to comply with any U.S.
Governmental requirements regarding the submission of or the request for
exemption for submission of cost or pricing data or cost accounting
requirements. For any distribution or license of the Software that would require
compliance by SMSI with U.S. Governmental requirements relating to cost or
pricing data or
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
11
CONTRACT NO. 220-00-0134
cost accounting requirements, Verizon Wireless must obtain an appropriate waiver
or exemption from such requirements for the benefit of SMSI from the appropriate
U.S. Governmental authority before the distribution and/or license of the
Software to the U.S. Government. Use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in this Agreement. Verizon
Wireless shall procure U.S. Government waiver of any intellectual property
rights in or relating to Software.
13.4 Export. Verizon Wireless agrees that neither it nor its customers
intend to or will, directly or indirectly, export or transmit the Software, to
any country to which such export or transmission is restricted by regulation or
statute, without the prior written consent, if required, of the Office of Export
Administration of the U.S. Department of Commerce, or such other governmental
entity as may have jurisdiction over such export or transmission.
13.5 Employees. Each party acknowledges that the other party's employees are
critical to the servicing of its customers. Each party agrees not to employ or
otherwise engage the other party's employees for a period of one (1) year
following any employee's involvement in the performance of this Agreement.
Should a party violate this provision, the hiring party will pay the other party
the former employee's annual salary.
13.6 LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL
EITHER OF THE PARTIES HERETO BE LIABLE TO THE OTHER FOR THE PAYMENT OF ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE,
DATA, OR USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY
INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR
TORT OR BASED ON A WARRANTY, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY, SMSI SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY AMOUNTS IN
EXCESS OF THE AGGREGATE FEES PAID TO IT HEREUNDER. THE PRECEEDING SENTENCE SHALL
NOT APPLY TO THE INDEMNITY, IP INFRINGEMENT AND NONCOMPLIANCE WITH LAWS SECTIONS
OF THIS AGREEMENT. THE REMEDIES PROVIDED FOR HEREIN EMBODY THE ESSENTIAL PURPOSE
OF THE PARTIES HERETO WITH RESPECT TO REMEDIAL ACTION IN THE EVENT OF BREACH OF
THIS AGREEMENT.
13.7 Force Majeure. Neither Verizon Wireless nor SMSI shall be liable or
deemed in default for any delay or failure in performance of an Order or any
part of this Agreement to the extent that such delay or failure is caused by
accident, fire, industry-wide strike, embargo, act of the government, war or
national emergency requirement, act of God, or act of the public enemy ("Force
Majeure Conditions"). If any Force Majeure Condition occurs, the Party delayed
or unable to perform shall promptly give notice to the other Party. The Party
affected by the other Party's delay or inability to perform may elect to: (a)
terminate the Order or part thereof as to Software or Related Services not
already received; or (b) suspend the Order for the duration of the Force Majeure
Condition, and resume performance once the Force Majeure Condition ceases. Until
notice is given otherwise, option (b) shall be deemed selected.
12
CONTRACT NO. 220-00-0134
13.8 Notice. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given when either personally
served or mailed by certified, registered mail, return receipt requested, or
delivered by a reputable overnight delivery service, or by facsimile
transmission confirmed by another form of delivery within one (1) business day,
to:
Verizon Wireless: Verizon Wireless
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Copy to: Verizon Wireless
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: S. ▇▇▇▇ ▇▇▇▇▇▇, VP & General Counsel
SMSI: ▇▇▇▇▇ Micro Software, Inc.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
If either Party changes its address during the Term or any Renewal Term
hereof, it shall so advise the other Party in writing, and all notices
thereafter required to be given shall be sent to such new address.
13.9 Independent Contractors. Neither SMSI nor its officers and directors
and its associated personnel and employees shall be deemed to be employees or
agents of Verizon Wireless, it being understood that SMSI is an independent
contractor for all purposes and at all times.
13.10 No Licenses. No licenses, express or implied, under any patents,
trademarks or copyright are granted by Verizon Wireless to SMSI.
13.11 Assignment. Any assignment of the work to be performed, in whole or in
part, or of any other interest hereunder by either party shall be void, without
the prior written consent of the other party, which consent shall not
unreasonably be witheld or delayed. Notwithstanding anything to the contrary
herein, Verizon Wireless may assign all its rights, duties and obligations under
this Agreement to an affiliate or affiliates of Verizon Wireless or to a
partnership or partnerships to which Verizon Wireless or its affiliate has an
interest.
[*]
13.13 Publicity and Advertising. SMSI shall submit to Verizon Wireless all
advertising, sales promotion, press releases and other publicity matters
relating to the Software furnished or the Related Services performed by SMSI
under this Agreement wherein Verizon Wireless' name, marks or the name or ▇▇▇▇
of any Verizon Wireless Company is mentioned or language from which the
connection of said names or marks therewith may be inferred or implied. SMSI
shall
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
13
CONTRACT NO. 220-00-0134
not publish or use such advertising, sales promotion, press releases, or
publicity matters without Verizon Wireless' prior written approval, which
consent shall not unreasonably be witheld or delayed.
13.14 Verizon Wireless' Property. Title to all property owned by Verizon
Wireless and furnished to SMSI shall remain in Verizon Wireless. Any property to
which Verizon Wireless has title and which is in SMSI's possession or control
shall be used only in the performance of this Agreement unless authorized in
writing by Verizon Wireless. SMSI shall adequately protect such property, and
shall deliver or return it to Verizon Wireless or otherwise dispose of it as
directed by Verizon Wireless.
13.15 Non-Discrimination Compliance. The applicable provisions in Schedule C,
entitled "Non-Discrimination Compliance Agreement" shall form a part of this
Agreement and any amendments thereto.
13.16 Waiver and Estoppel. A party's failure at any time to enforce any of
the provisions of this Agreement or any right with respect thereto, or to
exercise any option herein provided, will in no way be construed to be a waiver
of such provisions, rights, or options or in any way to affect the validity or
enforcement of this Agreement. The exercise by a party of any right or options
under the terms or covenants herein shall not preclude or prejudice the
exercising thereafter of the same or any other right under this Agreement.
13.17 Severability. If any provision or portion of a provision of this
Agreement is invalid under applicable statute or rule of law, it is only to that
extent to be deemed omitted, and such unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall then be construed as
if such unenforceable provision(s) had never been contained herein.
13.18 Headings. The headings in this Agreement are for convenience only and
shall not be construed to define or limit any of the terms herein.
13.19 Laws, Rules and Regulations. Each party shall comply, at its own
expense, with all applicable federal, state and local laws, ordinances,
regulations and codes. Each party agrees to indemnify and hold the other pary
harmless for any loss or damage that may be sustained by reason of any failure
to comply with this Section 12.19.
13.20 Attorneys' Fees. In the event of any, claim or dispute between the
parties hereto arising out of or relating to this Agreement, the prevailing
party shall be entitled to recovery from the non-prevailing party its reasonable
attorney's fees and costs.
13.21 Choice of Law. This Order shall be governed by the laws of the State of
New York without reference to its conflicts of law provisions and the Software
shall have the definition of goods under the U.C.C. The exclusive jurisdiction
for any legal proceeding regarding this Order shall be the state or federal
courts in New York and the parties expressly submit to the jurisdiction of said
courts.
13.22 Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered an original and together they shall constitute one (1)
agreement.
14
CONTRACT NO. 220-00-0134
13.23 Successors and Assigns. This Agreement shall inure to the benefit of,
and shall be binding upon the Parties hereto and their respective successors and
permitted assigns.
13.24 Entire Agreement. This Agreement, together with all Orders, schedules,
and subordinate documents incorporated by reference shall constitute the entire
Agreement between the Parties with respect to the subject matter. This Agreement
may not be modified except by an instrument in writing signed by a duly
authorized representative of each of the Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their duly authorized officers or representatives.
CELLCO PARTNERSHIP _____________________________
d/b/a Verizon Wireless
By: s/s ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇▇
Title: VP Finance Title: Sr. VP and COO
Date: 1/9/01 Date: 1/10/01
15
CONTRACT NO. 220-00-0134
SCHEDULE A
PAGE 1 OF 1
SOFTWARE AND RELATED SERVICES -
DESCRIPTION AND PRICE LIST
Software:
1. QuickLink Mobile 2000 version 2.2
[*]
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
16
CONTRACT NO. 220-00-0134
SCHEDULE B
RELATED SERVICES
1. Training -- on-site -- two man-days per quarter. Out of pocket costs to be
reimbursed by Verizon Wireless.
2. Technical Support. -- Verizon Wireless will provide technical support to
end-users. SMSI shall provide third-tier telephonic support to designated
Verizon Wireless personnel.
[*]
--------------
* Confidential Treatment has been requested for certain redacted provisions of
this agreement. The redacted provisions are identified by an asterisk and
enclosed by brackets. The confidential portions have been filed separately with
the Securities and Exchange Commission.
17
CONTRACT NO. 220-00-0134
SCHEDULE C
PAGE 1 OF 2
NONDISCRIMINATION COMPLIANCE UNDERTAKING
NON-DISCRIMINATION COMPLIANCE AGREEMENT
To the extent that this contract is subject to them, Contractor shall
comply with the applicable provisions of the following: Exec. Order No. 11246,
Exec. Order No. 11625, Exec. Order No. 12138, Exec. Order No. 11701, Exec. Order
No. 11758, Section 503 of the Rehabilitation Act of 1973, Section 402 of the
Vietnam Era Veterans' Readjustment Assistance Act of 1974 and the rules,
regulation and relevant Orders of the Secretary of Labor pertaining to the
Executive Orders and Statutes listed above. The following table describes the
clauses which are included in the contract.
ANNUAL CONTRACT VALUE CLAUSES
--------------------- -------
Under $2,500 5*
$2,500-$10,000 5*8
$10,000-$50,000 1,2,5*,6,7,8,9
$50,000-$500,000 1,2,3**,4**,5,6,7,8,9
Over $500,000 1,2,3**,4**,5,6,7,8,9***
1. Equal Employment Opportunity Provisions
In accordance with executive Order 11246, dated September 24, 1965, and
Subpart 22.8 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal
Regulations as may be amended from time to time, the parties incorporate herein
by this reference the regulations and contract clauses required by those
provisions to be made a part of government contracts and subcontracts.
2. Certification of Non-Segregated Facilities
The Contractor certifies that it does not and will not maintain any
facilities it provides for its employees in a segregated manner, or permit its
employees to perform their services at any location under its control where
segregated facilities are maintained; and that it will obtain a similar
certification prior to the award of any nonexempt subcontract.
3. Certification of Affirmative Action Program
The Contractor affirms that it has developed and is maintaining an
Affirmative Action Plan as required by Subpart 22.8 of Subchapter D of Chapter 1
of Title 48 of the Code of Federal Regulations.
4. Certification of Filing of Employer Information Reports
The Contractor agrees to file annually on or before the 31st day of
March complete and accurate reports on Standard Form 100 (EEO-1) or such forms
as may be promulgated in its place.
5. Utilization of Small Business Concerns and Small Disadvantaged Business
Concerns
(a) It is the policy of the United States that small business concerns
and small business concerns owned and controlled by socially and economically
disadvantaged individuals shall have the maximum practicable opportunity to
participate in performing contracts let by any Federal agency.
(b) The Contractor hereby agrees to carry out this policy in the
awarding of subcontracts to the fullest extent consistent with efficient
contract performance. The Contractor further agrees to cooperate in studies or
surveys as may be conducted by the United States Small Business Administration
or the awarding agency of the United States as may be necessary to determine the
extent of the Contractor's compliance with this clause.
(c) As used in this contract, the term "small business concern" shall
mean a small business as defined pursuant to section 3 of the Small Business Act
and relevant regulations promulgated pursuant thereto. The term "small business
concern owned and controlled by socially and economically disadvantaged
individuals" shall mean a small business concern-
(1) Which is at least 51 percent owned by one or more socially
and economically disadvantaged individuals; or, in the case of any publicly
owned business, at least 51 percent of the stock of which is owned by one or
more socially and economically disadvantaged individuals; and
(2) Whose management and daily business operations are controlled
by one or more of such individuals.
The Contractor shall presume that socially and economically
disadvantaged individuals include Black Americans, Hispanic Americans, Native
Americans, Asian-Pacific Americans, Asian-Indian Americans and other minorities,
or any other individual found to be disadvantaged by the Administration pursuant
to section 8(a) of the Small Business Act.
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CONTRACT NO. 220-00-0134
(d) Contractors acting in good faith may rely on written
representations by their subcontractors regarding their status as either a small
business concern or a small business concern owned and controlled by socially
and economically disadvantaged individuals.
6. Utilization of Women-Owned Small Businesses
(a) "Women-owned small business," as used in this clause, means
businesses that are at least 51 percent owned by women who are United States
citizens and who also control and operate the business.
"Control," as used in this clause, means exercising the power to make
policy decisions.
"Operate," as used in this clause, means being actively involved in the
day-to-day management of the business.
(b) It is the policy of the United States that women-owned small
businesses shall have the maximum practicable opportunity to participate in
performing contracts awarded by any Federal agency.
(c) The Contractor agrees to use its best efforts to give women-owned
small businesses the maximum practicable opportunity to participate in the
subcontracts it awards to the fullest extent consistent with the efficient
performance of its contract.
7. Affirmative Action for Special Disabled Veterans and Veterans of the
Vietnam Era
In accordance with Exec. Order 11701, dated January 24, 1973, and
Subpart 22. of Subchapter D of Chapter 1 of Title 48 of the Code of Federal
Regulations, as may be amended from time to time, the parties incorporate herein
by this reference the regulations and contract clauses required by those
provisions to be made a part of Government contracts and subcontracts.
8. Affirmative Action for Handicapped Workers
In accordance with Exec. Order 11758, dated January 15, 1974, and
Subpart 22.14 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal
Regulations, as may be amended from time to time, the parties incorporate herein
by this reference the regulations and contract clauses required by those
provisions to be made a part of Government contracts and subcontracts.
9. Employment Reports on Special Disabled Veterans and Veterans of the
Vietnam Era
(a) The contractor agrees to report at least annually, as required by
the Secretary of Labor, on:
(1) The number of special disable veterans and the number of
veterans of the Vietnam era in the workforce of the contractor by job category
and hiring location; and
(2) The total number of new employees hired during the period
covered by the report, and of that total, the number of special disabled
veterans, and the number of veterans of the Vietnam era.
(b) The above items shall be reported by completing the form entitled
"Federal Contractor Veterans' Employment Report VETS-100."
(c) Reports shall be submitted no later than March 31 of each year
beginning March 31, 1988.
(d) The employment activity report required by paragraph (a) (2) of
this section shall reflect total hires during the most recent 12-month period as
of the ending date selected for the employment profile report required by
paragraph (a) (1) of this section. Contractors may select an ending date: (1) as
of the end of any pay period during the period January through March 1st of the
year the report is due, or (2) as of December 31, if the contractor has previous
written approval from the Equal Employment Opportunity Commission to do so for
purposes of submitting the Employer Information Report EEO-1 (Standard Form
100).
(e) The count of veterans reported according to paragraph (a) above
shall be based on voluntary disclosure. Each contractor subject to the reporting
requirements at 38 U.S.C. 2012 (d) shall invite all special disabled veterans
and veterans of the Vietnam era who wish to benefit under the affirmative action
program at 38 U.S.C. 2012 to identify themselves to the contractor. The
invitation shall state that the information is voluntarily provided, that the
information will be kept confidential, that disclosure or refusal to provide the
information will not subject the applicant or employee to any adverse treatment,
and that the information will be used only in accordance with the regulations
promulgated under 38 U.S.C. 2012. Nothing in this paragraph (e) shall preclude
an employee from informing a contractor at a future time of his or her desire to
benefit from this program. Nothing in this paragraph (e) shall relieve a
contractor from liability for discrimination under 38 U.S.C. 2012.
* Applies only if contract has further subcontracting opportunities.
** Applies only to businesses with 50 or more employees.
*** Contractor must also adopt and comply with a small business and
small disadvantaged business subcontracting plan pursuant to Title 48
of the Code of Federal Regulations.
19
CONTRACT NO. 220-00-0134
SCHEDULE D
PAGE 1 OF 1
MASTER RELEASE AUTHORIZATION
▇▇▇▇▇ Micro Software, Inc. has supplied the below referenced product
master to you so that you can test it and let us know if it is acceptable.
Please test this master carefully since we will consider your approval as an
acceptance of all products duplicated from this master.
Once signed, please fax this form back to ▇▇▇▇▇ Micro Software at (949)
362-2300 so we may insure that our latest version of software is available. No
fax cover page is necessary. Thank you. DUPLICATION AND SHIPMENT OF THE PRODUCT
MASTER(S) MAY BE DELAYED IF NO AUTHORIZATION IS RECEIVED.
Master is satisfactory: [ ] YES [ ] NO
Comments:
Master has been approved by: __________________________ _________________
Signature Date
Company: _____________________________________________
________________________________________________________________________________
SMSI Engineering Manager: __________________________ _________________
Signature Date
SMSI Account Representative: __________________________ _________________
Signature Date
________________________________________________________________________________
Tested with all hardware and software that is to be shipped with the
following build?
Identification: ___________________________ _________________
Model Version
SMSI Quality Control: __________________________ _________________
Signature Date
________________________________________________________________________________
Build Information
Product
Date: Product No.:
Version: Volume Label:
Directory:
20
