EXHIBIT 10.9(B)
AMENDMENT NO. 2 TO THE
MASTER DEVELOPMENT & LICENSE AGREEMENT
BETWEEN
BSQUARE CORPORATION and
MICROSOFT CORPORATION
This Amendment No. 2 (this "Amendment") to the Master Development &
License Agreement is made and entered into by and between MICROSOFT CORPORATION
("Microsoft") and BSQUARE CORPORATION ("BSQUARE") this 26th day of July, 2001.
RECITALS
The parties have entered into that certain Development Agreement, dated
October 1, 1998, as amended (the "Agreement"); and
The parties desire to further amend the Agreement on the terms and
conditions provided herein;
The parties hereby agree as follows.
AMENDMENT
1. Defined terms herein have the same meaning as set forth in the
Agreement, except as otherwise provided.
2. Exhibit A is amended in its entirety to read as set forth in
Attachment 1 affixed hereto.
3. Section 2.3.2 is amended in its entirety to read as follows:
"2.3.2 The Standard Rate Schedule set forth in Exhibit A shall
be effective for the year commencing July 1, 2001 and ending
September 30, 2002.
4. Section 2.8 is amended in its entirety to read as follows:
"2.8 [Intentionally left blank.]"
5. Section 2.9.2 is amended in its entirety to read as follows:
"2.9.2 If BSQUARE requests Microsoft's consent pursuant to the
foregoing, such request shall be in writing. Microsoft will make
reasonable efforts to review the request in Microsoft's discretion and
advice BSQUARE of its decision within 30 business days following
Microsoft's receipt of such request. Microsoft's failure to provide a
written response within 30 business days of Microsoft's receipt of such
request from BSQUARE shall be deemed consent."
6. Section 3.3 is deleted in its entirety.
7. Section 9.1 of the Agreement is amended to extend the term of
the Agreement from the Effective Date through July 1, 2002 and may be renewed
for an additional year (through July 1, 2003) by mutual written agreement of the
parties.
8. This Amendment amends, modifies and supersedes to the extent of
any inconsistencies, the provisions of the Agreement. Except as expressly
amended by this Amendment, the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment to the
Agreement as of the date set forth above. All signed copies of this Amendment to
the Agreement are deemed originals. This Amendment does not constitute an offer
by Microsoft. This Amendment is effective upon execution on behalf of BSQUARE
and Microsoft by their duly authorized representatives.
MICROSOFT CORPORATION BSQUARE CORPORATION
/s/ ▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- -------------------------------------
By (Sign) By (Sign)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- -------------------------------------
Name (Print) Name (Print)
General Manager, Windows CE President/COO
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Title Title
8/20/01 7/26/01
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Date Date
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ATTACHMENT 1
EXHIBIT A
STANDARD RATE SCHEDULE
BSQUARE will charge MICROSOFT at the applicable rate specified below for each
hour of services rendered under the Work Plan (unless otherwise expressly
provided in the applicable Work Plan) by the associated Job Title Category on a
project by project basis using MICROSOFT Internal Reference Numbers.
TOTAL STAFFING LEVELS
------------------------------------------------ --------- ---------
JOB TITLE (DUTIES) CATEGORY HOURLY
RATE
------------------------------------------------ --------- ---------
▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ *
(Architect--Compiler or kernel/OS)
------------------------------------------------ --------- ---------
▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ *
(System Engineer--compiler, debugger and OS)
------------------------------------------------ --------- ---------
▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ *
(Application Engineer--visual tools, IDE, MFC,
etc.)
------------------------------------------------ --------- ---------
STE Level 1 STE1 *
(Test lead)
------------------------------------------------ --------- ---------
STE Level 2 STE2 *
(System Engineer)
------------------------------------------------ --------- ---------
STE 3 STE3 *
(Application Test Engineer)
------------------------------------------------ --------- ---------
Group Manager PM1 *
(Top Level Project Mgr)
------------------------------------------------ --------- ---------
Project Manager PM2 *
(Multi-project PM for Compiler)
------------------------------------------------ --------- ---------
User Education Level 1 UE1 *
(Editor)
------------------------------------------------ --------- ---------
User education Level 2 UE2 *
(Writer)
------------------------------------------------ --------- ---------
* Confidential treatment requested.
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