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EXHIBIT 10.29
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
AMENDING AGREEMENT NO. 1 TO THE
SUPPLY AGREEMENT
DATED AS OF NOVEMBER 28, 2000
BETWEEN
SIERRA WIRELESS DATA, INC.
AND
GOAMERICA, INC.
This Amending Agreement is made as of December 29, 2000, by and between Sierra
Wireless Data, Inc. ("SWD"), a Delaware Corporation and GoAmerica, Inc. ("GOA"),
a Delaware Corporation.
WHEREAS, SWD and GOA entered into a Supply Agreement dated as of November 28,
2000 and it has been determined that it is in the best interests of the parties
to such agreement to amend the same in accordance with the terms and conditions
herein.
NOW THEREFORE, in consideration of the mutual promises set forth herein and for
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged) the parties hereby agree as follows:
1. Confirmation of Supply Agreement. Other than as expressly amended by the
terms of this Amending Agreement, the Supply Agreement is hereby confirmed
and remains in full force and effect in accordance of its terms.
2. Interpretation/General. The interpretation provisions set out in sections
1.1 to 1.7 inclusive of the supply Agreement and the general provisions set out
in sections 17.1 to 17.10 inclusive of the Supply Agreement shall be
incorporated by reference into this Amending Agreement.
3. Amendments. The Supply Agreement is amended as follows (with all section
references being to sections in the Supply Agreement):
(a) The definition of Products in section 1.1(n) is deleted and replaced
with the following:
"(n) "Products" means the Springboard Products, the PC Cards and the
Sierra Sled for Sony Clie (the first release of Boa) described in
Section 3.7;"
4. Additions. The following provisions are added to the Supply Agreement:
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
(a) "3.7. PURCHASES OF SIERRA SLED FOR SONY CLIE. In addition to the GOA
commitments described in sections 3.2 to 3.4 inclusive, GOA hereby agrees
to purchase and will issue a purchase order for, and SWD agrees to sell to
GOA, [**] units of the Sierra Sled for Sony Clie (the first release of
Boa operable on the CDPD or Ricochet networks, at a per unit price of
US$[**] FOB Shipping Point, on a firm and non-cancelable basis. Such units
shall be co-branded, and shall carry the GOA trademark name and may carry
such other GOA logo as is expressly agreed to by SWD, in its sole
discretion, with the exception that the SWD PC Card Products in the Sierra
Sled for Sony Clie will be SWD branded only. The GOA indemnity set out in
section 2.3 shall apply, mutatis mutandis, to the use of such trademarks as
described in this section. The CD provided with the AirCard [**] of the
CDPD version will contain drivers for the notebook version of the AirCard
[**]. The [**] units will be delivered to GOA (subject only to such
rescheduling as may be permitted by SWD) as follows:
o [**] CDPD pre-production units by [**].
o [**] CDPD production units during [**].
o [**] CDPD production units during [**].
o [**] production units during each month beginning [**] and ending
[**].
o [**] production units during [**].
GOA acknowledges and agrees that for the aforementioned [**] unit
commitment, a minimum of [**] units will be purchased for intended use on
CDPD networks with the balance of the unit commitment being purchased for
intended use on either CDPD or Ricochet Networks. If GOA desires to
purchase the Ricochet version of the Product, the provisions of section 6
of the Supply Agreement shall be amended to require at least [**] lead time
prior to the initial delivery to GOA of such Products. Notwithstanding the
foregoing, in no event shall the Ricochet version of the Product be
available for delivery prior to [**] following the commercial availability
of the CDPD version of the Product. Notwithstanding section 4.1, SWD agrees
that GOA may make payment of the per unit purchase price of US$[**], in
installments, as follows: $[**] together with all other invoiced amounts
arising in connection with the sale of the unit within [**] of the date of
invoice; $[**] within [**] of the date of invoice; $[**] within [**] of the
date of invoice; and $[**] within [**]of the date of invoice."
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
(b) "3.9 MARKET DEVELOPMENT FUNDS. SWD shall reimburse GOA for up to
US$[**] of market development expenses incurred by GOA in connection
with product promotion and the commercial branch of the Sierra Sled
for Sony Clie, in such manner as shall be agreed to by the parties.
For all such expenses for which GOA intends to seek reimbursement, GOA
must obtain the written approval of SWD, prior to GOA incurring the
market development expenses and GOA agrees to feature prominently the
name "Sierra Wireless" and the Sierra Wireless logo in its television,
print and radio advertising campaigns, where practicable, and mutually
agreed upon."
(c) "3.16 EXCLUSIVITY. For the period of [**] following the initial
commercial shipment of the Sierra Sled for Sony Clie, described in
Section 3.7, to GOA (the "Exclusivity Period"), GOA agrees that SWD
will be the exclusive supplier to GOA of CDPD and Ricochet sled
products for all versions of the Sony Clie that operate with the first
release of Boa. During the Exclusivity Period, SWD agrees that the
version of the Sierra Sled for Sony Clie, described in Section 3.7,
shipped to GOA, will be made available exclusively to GOA and to no
other customer for use in the United States (other than affiliates of
SWD who are not competitors of GOA), provided that GOA is the
exclusive supplier to Sony, and its designated distributors and
resellers, of CDPD and Ricochet Sled products and/or airtime services
for all versions of Sony Clie. The aforementioned exclusivity
provisions will be extended from [**], provided GOA has accepted
delivery of at least [**] of such units prior to [**], and has placed
firm, non-cancelable purchase orders, within the standard lead times,
for delivery of [**] of such units in each month during such [**]
period.
5. COUNTERPARTS. This Amending Agreement may be signed in any number of
counterparts and each of such counterparts shall constitute an original document
and all such counterparts, taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amending Agreement as of the
date year first above written.
SIERRA WIRELESS DATA, INC. GOAMERICA, INC.
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Authorized Signatory Authorized Signatory
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