{"id":42812,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/software-license-agreement-palm-inc-and-handspring-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"software-license-agreement-palm-inc-and-handspring-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/software-license-agreement-palm-inc-and-handspring-inc.html","title":{"rendered":"Software License Agreement &#8211; Palm Inc. and Handspring Inc."},"content":{"rendered":"<pre>\n\n                           SOFTWARE LICENSE AGREEMENT\n\n              This Software License Agreement is entered into by and between:\nPalm, Inc. (\"Palm\"), a Delaware corporation with a place of business at 5470\nGreat America Parkway, Santa Clara, CA 95052; Palm Ireland Investment, a company\norganized and existing under the laws of The Republic of Ireland with a place of\nbusiness at 25-28 North Wall Quay, International Financial Services Centre,\nDublin 1, Ireland (referred to individually as \"Palm Ireland\" or collectively\nwith Palm, Inc. as \"Palm\"); Handspring, Inc. (\"Licensee\"), a Delaware\ncorporation with a place of business at 189 Bernardo Avenue, Mountain View,\nCalifornia 94043; and Handspring International Sarl, a company organized under\nthe laws of Switzerland with a place of business at Geneva Tour Casai, 18 Avenue\nLouis-Casai, Geneva 1209, Switzerland (referred to individually as \"Handspring\nInternational\" or collectively with Handspring, Inc., as \"Licensee\"). The\neffective date of this Agreement shall be April 10, 2001 (\"Effective Date\").\n\n                                    RECITALS\n\n       A. Palm or its suppliers are the owners of software and other technology\nrelated to the Palm OS platform.\n\n       B. Licensee is a developer, manufacturer and marketer of handheld\ncomputing products.\n\n       C. Licensee desires to obtain a license to certain Palm software and\ntechnology, as more particularly described in Exhibit A (Palm Deliverables), in\norder to develop, manufacture and market handheld computing products\nincorporating, and compatible with, such Palm software and technology. Palm is\nwilling to grant Licensee such a license upon the terms and conditions set forth\nbelow.\n\n                                    AGREEMENT\n\n       NOW, THEREFORE, the parties agree as follows:\n\n1.     DEFINITIONS\n\n       1.1 \"API\" means a set of programming language constructs for developing\nsoftware and hardware that access specific functions and services provided by\nthe Palm Software.\n\n       1.2 \"Competitor\" means (i) any entity or entities that develops and\nlicenses to third parties operating system software for a handheld or mobile\ncomputing device, and (ii) Research in Motion, Inc. (\"RIM\").\n\n\nPage 1\n   2\n\n       1.3 \"Confidential Information\" means that information of either party\n(\"Disclosing Party\") which is disclosed to the other party (\"Receiving Party\")\npursuant to this Agreement, in written form and marked \"Confidential,\"\n\"Proprietary\" or similar designation, or if disclosed orally, the Disclosing\nParty shall indicate that such information is confidential at the time of\ndisclosure and send a written summary of such information to the Receiving Party\nwithin thirty (30) days of disclosure and mark such summary \"Confidential,\"\n\"Proprietary\" or similar designation. Confidential Information shall include,\nbut not be limited to, trade secrets, know-how, inventions, techniques,\nprocesses, algorithms, software programs, schematics, designs, contracts,\ncustomer lists, financial information, product plans, sales and marketing plans\nand business information. References to a Receiving Party or a Disclosing Party\nshall also include all present and future subsidiary and parent companies of\nsuch party, subject to the restrictions contained in this Agreement.\n\n       1.4 \"Desktop Product\" means a Licensee Product that contains or is\nbundled with the Palm Desktop Applications, in whole or in part, and no other\nPalm Software which is combined with Licensee's added value and used solely with\na Device Product.\n\n       1.5 \"Device Product\" means a Licensee Product that contains the Palm\nSoftware (other than a Desktop Product), in whole or in part, and which is\ncombined with Licensee's added value.\n\n       1.6 \"Licensee Product\" means a Device Product or a Desktop Product\ndeveloped by Licensee, or for Licensee by a third party.\n\n       1.7 \"Licensee Software\" means any software developed or acquired by\nLicensee, or for Licensee by a third party, for the Licensee Products.\n\n       1.8 \"Net Revenue\" means monies received or receivable by Licensee in\nconnection with the sale, permitted licensing, distribution or other\nexploitation of the Licensee Products, but shall exclude taxes, returns,\nrebates, and separately stated shipping and handling costs or maintenance,\nsupport, and engineering fees.\n\n       1.9 \"New Version\" means a new release of the Palm Software for which the\nnumber to the left of the decimal point is increased. For example, Palm Software\nversion 5.0 would be a New Version following Palm Software version 4.x.\n\n       1.10 \"Other Licensee\" means any entity other than Licensee that licenses\nall or substantially all of the Palm Software from Palm for the purpose of\ndeveloping and selling handheld computing products incorporating the Palm\nSoftware, including without limitation the division of Palm that currently\ndevelops, manufactures and markets handheld computing products.\n\n       1.11 \"Palm Compatibility Trademarks\" means the Palm compatibility\ntrademarks listed in Exhibit H (Palm Trademarks).\n\n\nPage 2\n   3\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n       1.12 \"Palm Device Applications\" means the applications files described in\nExhibit A (Palm Deliverables).\n\n       1.13 \"Palm Device Applications SDK\" means Palm's commercially available\nsoftware development kit for applications for the Palm OS platform as described\nin Exhibit A (Palm Deliverables).\n\n       1.14 \"Palm Desktop Applications\" means the Palm desktop software\ndescribed in Exhibit A (Palm Deliverables).\n\n       1.15 \"Palm Development Environment\" means [*]\n\n       1.16 \"Palm End-User Documentation\" means the end-user documentation\nrelated to the Palm Software as described in Exhibit A (Palm Deliverables).\n\n       1.17 \"Palm Installation CD Files\" means [*]\n\n       1.18 \"Palm Materials\" means (a) the Palm End-User Documentation, Palm\nTechnical Documentation, and any Palm end user materials provided hereunder, (b)\nall current and future foreign language versions thereof, to the extent that\nPalm has the right to license such versions to its Other Licensees and if such\nversions are made commercially available by Palm to its Other Licensees, and (c)\nrevisions and\/or upgrades to any of the foregoing if such revisions and\/or\nupgrades are made commercially available by Palm to its Other Licensees.\n\n       1.19 \"Palm OS\" means the Palm operating system software described in\nExhibit A (Palm Deliverables), which may be updated by Palm from time to time.\nAll Palm OS software shall be provided in object code form only, except as may\nbe agreed by the parties in writing or as otherwise set forth in this Agreement.\n\n       1.20 \"Palm Software\" means the Palm software described in Exhibit A (Palm\nDeliverables) and any Updates, Upgrades or New Versions thereof. All Palm\nSoftware shall be provided in object code form only, except as may be agreed by\nthe parties in writing or as otherwise set forth in this Agreement. Palm\nSoftware includes the English language versions thereof and all current and\nfuture foreign language versions thereof to the extent that Palm has the right\nto license such versions to its Other Licensees and if such versions are made\ncommercially available by Palm to its Other Licensees.\n\n       1.21 \"Palm Source Code\" means certain source code for certain Palm\nSoftware which Palm, at its sole option, may elect to provide to Licensee from\ntime to time.\n\n       1.22 \"Palm Source Code Documentation\" means certain technical\ndocumentation relating to Palm Source Code which Palm, at its sole option, may\nelect to provide to Licensee from time to time.\n\n\nPage 3\n   4\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n       1.23 \"Palm Technical Documentation\" means the technical documentation,\nrepair manuals, service manual, engineering schematics, and other materials\nrelating to the Palm Software as described in Exhibit A (Palm Deliverables).\n\n       1.24 \"Palm Trademarks\" means the Palm Compatibility Trademarks and the\nOther Palm Trademarks listed on Exhibit H (Palm Trademarks).\n\n       1.25 [*]\n\n       1.26 [*]\n\n       1.27 [*]\n\n       1.28 \"Update\" means a new release of the Palm Software which, for reason\nof additional functionality, the number to the right of the first decimal point\nis increased. For example, Palm Software 4.1 would be an Update to Palm Software\n4.0.\n\n       1.29 \"Upgrade\" means a bug fix, workaround, or patch to correct any\nreproducible error in the Palm Software for which the number to the right of the\nsecond decimal point is increased. For example, Palm Software 4.0.1 would be an\nUpgrade to Palm Software 4.0.\n\n2.     LICENSES\n\n       2.1. Development, Manufacturing, Testing and Support License.\n\n              (a) Scope of License. Subject to the terms and conditions of this\nAgreement, Palm hereby grants to Licensee a personal, limited, non-exclusive,\nnon-transferable (except as provided in Section 16.9), fully-paid license to use\nand reproduce the following solely to develop, manufacture, test and support the\nLicensee Products: (i) the Palm Development Environment in object code form\n(except as may be agreed by the parties in writing or as otherwise set forth in\nthis Agreement), (ii) the Palm Software in object code form (except as may be\nagreed by the parties in writing or as otherwise set forth in this Agreement),\n(iii) Palm Device Applications SDK in object code form (except as may be agreed\nby the parties in writing or as otherwise set forth in this Agreement), (iv) the\nPalm Installation CD Files (except as may be agreed by the parties in writing or\nas otherwise set forth in this Agreement), and (iv) the Palm Materials. Such\nlicense shall include the right to use any Palm intellectual property rights\nassociated with or related to use of the Palm Development Environment, Palm\nDevice Applications SDK, Palm Software and\/or Palm Materials, solely in\nconnection with the development, manufacturing, testing or support of such items\nsolely contained in or bundled with, as provided in Section 2.2(a) (Scope of\nLicense), the Licensee Products.\n\n              (b) Derivative Works. [*]\n\n\nPage 4\n   5\n\nunder Section 6.2(b) (OS Enhancements; Implementation by Licensee), solely for\nuse within or bundled with Licensee Products, as provided in Section 2.2(a)\n(Scope of License).\n\n       2.2 Distribution License.\n\n              (a) Scope of License. Subject to the terms and conditions of this\nAgreement, Palm hereby grants to Licensee a personal, limited, non-exclusive,\nnon-transferable, worldwide, royalty-bearing license to use, reproduce, and\ndistribute (directly or through third parties): (i) the Palm Software (except as\nprovided in 2.2(a)(ii)), in object code form only, solely when contained in the\nLicensee Products; (ii) the Palm Desktop Applications and Palm Installation CD\nFiles, in object code form only, solely when bundled with Licensee Products; and\n(iii) the Palm End-User Documentation, solely when bundled with Licensee\nProducts; and (iv) any Upgrades, Updates and New Versions, in object code form\nonly, on a stand-alone basis to be used solely with Licensee Products. Licensee\ncertifies, except for the distribution of New Versions, Upgrades and Updates on\na stand-alone basis, that it will distribute the Palm Software only as\nincorporated into or bundled with Licensee Products as provided in this Section.\nSuch license shall include the right to use any Palm intellectual property\nrights associated with or related to use of the Palm Software, the Palm\nInstallation CD Files and\/or the Palm End User Documentation, solely in\nconnection with the distribution of such items contained in or bundled with\nLicensee Products, as provided in this Section above. Such license shall also\ninclude the right to grant end user sublicenses subject to the provisions of\nSection 9.4 below.\n\n              (b) Limitations. Licensee acknowledges and agrees that at such\ntime it elects to distribute any Upgrade, Update or New Version pursuant to\nSection 2.2(a) (Scope of License), whether contained in or bundled with a\nLicensee Product or on a stand-alone basis, Licensee shall distribute the\ncomplete Palm OS and HotSync Manager &amp; Conduits as described in Exhibit A (Palm\nDeliverables), together with any other components required to satisfy\nCompatibility Certification pursuant to Section 2.3 (Compatibility and Trademark\nLicense), in their entirety and may not distribute only a subset of same.\n\n       2.3 Compatibility and Trademark License\n\n              (a) Compatibility Testing. Prior to the release of each of the\nLicensee Products and for each Update or New Version (but excluding an Upgrade)\nof the Palm Software that Licensee may embed into or bundle with such products,\nas permitted by Section 2.2(a)(Scope of License), Licensee shall submit the\nLicensee Products for compatibility testing in accordance with this Section 2.3.\nLicensee shall submit the Licensee Product to Palm no less than thirty (30)\ncalendar days prior to the date Licensee desires to submit the Licensee Product\nto the Approved Testing Lab (as defined below) for compatibility testing so that\nPalm can prepare the test case suite. Licensee shall then submit the Licensee\nProduct at its expense to any of Palm's approved independent compatibility\ntesting labs (\"Approved Testing Lab\") for compatibility testing in\n\n\nPage 5\n   6\n\naccordance with the test criteria attached hereto as Exhibit B (the \"Test\nCriteria\"). If the Approved Testing Lab rejects the Licensee Products because it\ndoes not conform in all material respects with the Test Criteria as determined\nby Palm, then such testing lab will provide Licensee and Palm a detailed written\nstatement of the reasons for such rejection (\"Statement of Errors\"). Upon\nreceipt of the Statement of Errors, Licensee shall use reasonable efforts to\nmodify the Licensee Products to conform to the Test Criteria. The parties\nacknowledge that the contents of the Test Criteria may need to be changed from\ntime to time if major new functionality is added to the Palm Software. Palm\nshall use its reasonable discretion in determining new Test Criteria for such\nPalm Software with such new functionality and will apply such new Test Criteria\nto all Other Licensees.\n\n              (b) Compatibility Certification Requirement. Licensee agrees that\nit shall not release or distribute any Licensee Products for use with the Palm\nSoftware which have not received compatibility certification pursuant to\nsubsection (a) above from an Approved Testing Lab in accordance with the Test\nCriteria (\"Compatibility Certification\"). Each version of a Licensee Product\nshall be required to pass the Test Criteria only once, regardless of Palm's\nsubsequent modifications to the Palm Software. However, in order to obtain\nCompatibility Certification for a New Version or Update of the Palm Software to\nwhich new Test Criteria, as described in Section 2.3(a), would apply, Licensee\nmust submit Licensee Products for compatibility testing against such new Test\nCriteria in accordance with Section 2.3(a). Licensee may indicate Compatibility\nCertification for Licensee Products only with respect to the version(s) of the\nTest Criteria which the Licensee Products have passed.\n\nAfter a Licensee Product has received Compatibility Certification, Licensee may,\nat its option and its sole cost and expense, conduct the compatibility testing\nof any subsequent language version of such Licensee Product (\"Localized\nVersion\") provided that all of the following conditions are met:\n\n                     (i) The Localized Version is for any language supported by\nPalm, excluding any double byte languages.\n\n                     (ii) The Localized Version does not require a different\ninput method than utilized in the version of the Licensee Product that\noriginally received Compatibility Certification.\n\n                     (iii) The Localized Version does not contain any\nincremental operating system software which was not contained in the Licensee\nProduct or other software which might affect the functionality of the Palm\nSoftware.\n\n                     (iv) Either (1) none of the Approved Testing Labs could\ncommit to completing the Compatibility Certification within thirty (30) calendar\ndays from receipt of such Localized Version, or (2) an Approved Testing Lab did\ncommit to such a deadline but the compatibility testing was not completed within\nsuch time. Notwithstanding the foregoing, if the Approved Testing Lab issued a\nStatement of Errors within the thirty (30) period, then the Approved Testing Lab\nshall be afforded an\n\n\nPage 6\n   7\n\nadditional period of time beyond the original thirty (30) days if reasonably\nrequired for such errors to be fixed by Licensee and retested by the Approved\nTesting Lab, taking into consideration the Approved Testing Lab's timeliness in\nissuing the Statement of Errors, the nature of such errors, and Licensee's\ntimeliness in correcting such errors.\n\n                     (v) Licensee shall conduct the compatibility testing\nstrictly in accordance with the Test Criteria and shall use the compatibility\ntest suite provided by Palm for the primary version of the Licensee Product\nwhich received Compatibility Certification.\n\n                     (vi) At least five (5) business days prior to the date\nLicensee first releases such Localized Version, Licensee will deliver to Palm a\ncopy of the compatibility test results, together with a written statement by the\nemployee of Licensee responsible for such testing certifying that the Localized\nVersion satisfied the Test Criteria in all material respects and qualifies for\nCompatibility Certification pursuant to the terms hereof.\n\n                     (vii) Palm may at any time audit the compatibility test\nresults and\/or Licensee's compatibility testing procedure to verify Licensee's\ncompliance with the terms of this Section 2.3(b).\n\nLicensee acknowledges and agrees that if Licensee releases a Licensee Product\nwhich has not first satisfied the Compatibility Certification hereunder in all\nmaterial respects as provided in this Section, above (\"Noncompatible Licensee\nProduct\"), Licensee shall cease any further distribution or sale of such\nNoncompatible Licensee Product. Licensee must resubmit such Noncompatible\nLicensee Product to Palm for Compatibility Certification pursuant to the\nprovisions of this Section 2.3 and Exhibit B and receive such Compatibility\nCertification before any further distribution or sale of such Noncompatible\nLicensee Product. Failure to comply with the foregoing provisions shall be\ndeemed a material breach for purposes of Section 15.4 (Right to Terminate).\n\n              (c) Trademark License. Subject to subsections (a) and (b) above\nand the other terms and conditions of this Agreement, Palm hereby grants to\nLicensee a personal, limited, non-exclusive, non-transferable, fully-paid\nlicense to use, subject to the guidelines set forth in Palm's Trademark Policy\nGuidelines attached hereto as Exhibit C, the Palm compatibility trademarks\nlisted in Exhibit H (\"Palm Compatibility Trademarks\") in connection with the\nmarketing and sale of Licensee Products which contain or are bundled with the\nPalm Software, pursuant to Section 2.2(a) (Scope of License), and that have\nreceived Compatibility Certification, provided that Palm, upon its request,\nshall have the right to receive free samples of all advertising and promotional\nmaterials and reasonable numbers of sample production units of the Licensee\nProducts and related Licensee documentation on which such trademarks are used to\nensure that Palm's quality standards are maintained. Palm shall have the right\nto change the Palm Compatibility Trademarks upon written notice to Licensee,\nprovided that Licensee (i) may continue to use the old Compatibility Trademarks\non any Licensee Products for which the tooling existed on the date of such\nnotice and in any related materials with\n\n\nPage 7\n   8\n\nrespect to such Licensee Products until such products and materials are\nexhausted, and (ii) shall use the new Compatibility Trademarks on any Licensee\nProducts for which the tooling is created or retooled, and on newly created or\nrevised related materials with respect to such Licensee Products, after the date\nof such notice for purposes of compliance with this Section and Section 8.3\n(Branding). Licensee shall use the Palm Compatibility Trademarks in conjunction\nwith the distribution, promotion, and marketing of any and all Licensee Products\nthat have received Compatibility Certification, consistent with the guidelines\nset forth in Exhibit C. The foregoing license shall be limited to use of the\nPalm Compatibility Trademarks for the purposes of Section 8.3 (Branding).\nFurther, the foregoing license to the mark \"Palm OS\" shall be strictly limited\nto the applicable version number of the Palm OS designated by Palm and Licensee\nshall have no license to use a New Version name\/number in connection with the\ndistribution, promotion or marketing of any Licensee Product or related material\n(including, without limitation, on the Licensee Product or in any advertising,\npromotional or packaging materials) until such time as the Licensee Product has\nreceived Compatibility Certification for such New Version. Nothing in this\nAgreement grants Licensee ownership or any rights in or to use the Palm\nTrademarks, except in accordance with this license. Subject to Section\n15.4(b)(ii) (Effect of Termination), the rights granted to Licensee in this\nlicense will terminate upon any termination or expiration of this Agreement and\nLicensee will no longer make any use of any Palm Compatibility Trademarks.\n\n              (d) Trademark Ownership. Licensee acknowledges that Palm owns\nexclusive rights in the Palm Trademarks. Licensee will not use PALM as part of\nany of its product, service, domain or company names and will not take nor\nauthorize any action inconsistent with Palm's exclusive trademark rights during\nthe term of this Agreement or thereafter. Nothing in this Agreement grants\nLicensee ownership or any rights in or to use the Palm Trademarks, except in\naccordance with this license. Palm will have the exclusive right to own, use,\nhold, apply for registration for, and register the Palm Trademarks during the\nterm of, and after the expiration or termination of, this Agreement in any\ncountry worldwide; Licensee will not use any of the Palm Trademarks to directly\nor indirectly promote or distribute handheld computing products not designed for\nthe Palm Software. Unless otherwise instructed by Palm, Licensee will use a\nlegend on its website and, where commercially feasible, on all printed materials\nand products bearing the Palm Trademarks similar to the following: \"[Licensee\nname] uses the [Palm Trademark used] under express license from Palm, Inc.\"\n\n              (e) Quality Maintenance. Licensee agrees that the overall quality\nof the Licensee Products and all related advertising, promotional and other\nrelated uses of the Palm Trademarks shall conform to or exceed industry\nstandards. Licensee agrees to cooperate with Palm in facilitating Palm's quality\ncontrol. Palm, upon its request, shall have the right to receive free samples of\nall advertising and promotional materials and reasonable numbers of sample\nproduction units of the Licensee Products and related Licensee documentation on\nwhich such trademarks are used to ensure that Palm's quality standards are\nmaintained. Licensee shall comply with all requests from Palm to correct\n\n\nPage 8\n   9\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\nany quality deficiencies in such materials and its website in no more than 30\ndays from time of request.\n\n       2.4 Right to Sublicense or Use Contract Manufacturers.\n\n              (a) [*]\n\n                     (i) [*] which will contain provisions that protect Palm's\nproprietary rights to no less of an extent than such rights are protected by\nSections 2.3 (Compatibility and Trademark License), 2.5 (No Reverse\nEngineering), 2.6 (Inspection Rights), 8.3 (Branding), 9 (Proprietary Rights),\n12 (Confidentiality), and 14 (Export Regulations) of this Agreement. In the\nevent of any failure by any [*] to comply with the foregoing terms of its [*],\nLicensee shall use its reasonable efforts to enforce and protect Palm's\nintellectual property rights against such [*], provided that Palm reserves the\nright to enforce and protect its intellectual property rights directly against\nsuch [*] with the cooperation of Licensee.\n\n                     (ii) [*]\n\n                     (iii) [*]\n\n                     (iv) No later than [*], Licensee shall notify Palm in\nwriting [*]\n\n                     (v) Licensee shall pay Palm the Royalty set forth in\nSection 4 (Royalties, Fees and Reports) and Exhibit D (Royalties and Fees) [*]\n\n              (b) Manufacturing Sublicensing Terms. Subject to the requirements\nof Sections 2.5 (No Reverse Engineering) and 12 (Confidentiality), Licensee\nshall have the right to sublicense its rights under Section 2.1 (Development,\nManufacturing, Testing and Support License) to consultants and contractors\nsolely for the purpose of developing, manufacturing, testing, and supporting\nLicensee Products for Licensee. Licensee shall inform Palm at the parties'\nregular technical update meetings or otherwise of the identity of any third\nparty manufacturer of Licensee Products located outside of the United States and\nPalm shall inform Licensee to Palm's knowledge of any potential security risks\nwith respect to such manufacturer.\n\n              (c) Limitations. Except as specified in this Section 2.4, Licensee\nshall not have the right to sublicense any of its rights under this Agreement\n[*]\n\n       2.5 No Reverse Engineering. Licensee shall not reverse engineer, reverse\ncompile or disassemble any Palm Software, or otherwise attempt to derive the\nsource code to any Palm Software. The foregoing shall not apply to such\nactivities if unavoidable when conducted solely in the ordinary course of\ntechnical support of Licensee Products such as may occur through the use of\ndebugging tools.\n\n\nPage 9\n   10\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n       2.6 Inspection Rights. Palm shall have the right, upon reasonable advance\nnotice, to inspect Licensee's records and facilities with respect to the\nmanufacture of the Licensee Products hereunder and to receive sample units\nthereof in order to verify that such manufacturing is within the scope of this\nAgreement, that there are appropriate security procedures to protect Palm's\nConfidential Information, that Licensee is in compliance with Section 2.5 (No\nReverse Engineering), and that Licensee is in compliance with its other\nobligations under this Agreement. Licensee shall have similar rights with\nrespect to any contract manufacturers permitted by Palm under Section 2.4(b).\n\n       2.7 No Other Licenses. The licenses granted under this Agreement are\nspecifically set forth herein, and no licenses are granted by Palm to Licensee\nby implication or estoppel.\n\n       2.8 Limitations on Scope of Agreements. The rights granted to Licensee\nunder this Agreement do not, and will not, include:\n\n              (a) [*]\n\n              (b) [*]\n\n       2.9 Source Code License. Upon Licensee's request, Palm may at Palm's sole\noption, from time to time, provide Licensee certain portions of the Palm Source\nCode and Palm Source Code Documentation subject to the provisions of this\nSection 2.9.\n\n              (a) Right to Examine. Subject to the terms and conditions of this\nAgreement, Palm hereby grants to Licensee a limited, non-exclusive,\nnon-transferable, fully-paid license to examine the Palm Source Code and Palm\nSource Code Documentation, for the sole purpose of assisting Licensee in\ndeveloping Licensee Products within the scope of this Agreement and to reproduce\nno more than three (3) copies of such Palm Source Code and Palm Source Code\nDocumentation.\n\n              (b) Right to Modify. Subject to the terms and conditions of this\nAgreement, Palm hereby grants to Licensee a limited, non-exclusive,\nnon-transferable, fully-paid license to (i) modify those certain portions of the\nPalm Source Code identified on Exhibit I, with respect to Modifiable Source Code\nagreed to prior to the Effective Date, or on an Attachment to be added hereto\nwith respect to Modifiable Source Code agreed to after the Effective Date\n(collectively, the \"Modifiable Source Code\"), but only for the limited purpose\nand such other terms set forth on Exhibit I or the Attachment applicable to such\nModifiable Source Code, and (ii) use, reproduce and distribute any such\nmodifications (\"Licensee Modifications\") in object code form only to the same\nextent that Licensee is permitted to do so with respect to Palm Software\npursuant to Section 2.2 and Section 2.4, above. For each set of Modifiable\nSource Code agreed to after the Effective Date, the parties shall execute\nseparate sequentially numbered Attachments (e.g., Attachment No. 1, Attachment\nNo. 2, etc.) to this Agreement. Licensee shall have no right to (a) sublicense\nthe rights granted in subsection 2.9(b)(i) above to any third party, (b) modify\nany Palm Source Code other than the Modifiable\n\n\nPage 10\n   11\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\nSource Code, or (c) modify the Modifiable Source Code for any purpose other than\nas expressly set forth in Exhibit I or the applicable Attachment, or (d)\nsublicense any Licensee Modification to a third party except as permitted in\nSection 2.9(b)(ii) or otherwise expressly permitted in [*] or on an Attachment.\nThe licenses granted under this Section 2.9(b) are specifically set forth\nherein, and no licenses are granted by Palm to Licensee by implication or\nestoppel to the Modifiable Source Code.\n\n              (c) Limitations of License. Licensee shall have no right to (i)\nsublicense any of its rights granted under this Sections 2.9 to any third party,\n(ii) incorporate any Palm Source Code or Palm Source Code Documentation in any\ntechnology or products of Licensee or of any third party (except as expressly\npermitted under Section 2.9(b) above), (iii) disclose any Palm Source Code or\nPalm Source Code Documentation to any third party, (iv) use or reproduce any\nPalm Source Code or Palm Source Code Documentation other than as permitted by\nsubsections 2.9(a) and (b) above, or (v) modify or distribute any Palm Source\nCode or Palm Source Code Documentation in any manner, except as set forth in\nSection 2.9(b). The licenses granted under this Section 2.9 are specifically set\nforth herein, and no licenses are granted by Palm to Licensee by implication or\nestoppel to the Palm Source Code or Palm Source Code Documentation.\n\n              (d) Inspection Rights. Palm shall have the right, upon reasonable\nadvance notice, to inspect Licensee's records and facilities with respect to the\nuse of the Palm Source Code and Palm Source Code Documentation in order to\nverify that such use is within the scope of this Agreement, and that there are\nappropriate security procedures in place to protect the Palm Source Code and\nPalm Source Code Documentation (including, without limitation, the procedures\nset forth in Section 2.9(e), below).\n\n              (e) Confidentiality. Palm Source Code and Palm Source Code\nDocumentation shall be deemed additional Confidential Information of Palm for\npurposes of this Agreement. Except as permitted in this Agreement, Licensee\nshall not use, make, have made, distribute or disclose any copies of the Palm\nSource Code or Palm Source Code Documentation, in whole or in part, or the\ninformation contained therein without the prior written authorization of Palm.\nUpon termination or expiration of this Agreement, Licensee will deliver such\nPalm Source Code and Palm Source Code Documentation, and any materials\ncontaining the information therein, to Palm. Licensee shall inform its employees\nhaving access to Palm Source Code and Palm Source Code Documentation of\nLicensee's limitations, duties and obligations regarding nondisclosure and\nlimited copying thereof and shall obtain or have obtained their written\nagreement to comply with such limitations, duties and obligations. Licensee\nshall notify Palm in writing of the identities of any employees having access to\nsuch Palm Source Code and Palm Source Code Documentation and shall maintain\naccurate and complete records of the same, together with copies of each such\nemployee's written agreement to comply with the terms hereunder; such persons\nshall be the only persons entitled to access to the Palm Source Code and Palm\nSource Code Documentation. Upon reasonable notice, Palm may audit such records.\nIn the event that Palm, from time to time, provides Licensee with a copy of one\nor more CD's which contain all, or substantially all or a significant\n\n\nPage 11\n   12\n\nportion of the Palm Software in source code form, including any Updates or New\nVersions thereof (\"Palm Software CD\"), Licensee agrees to the following\nadditional obligations with respect to the Palm Software CD notwithstanding any\nother provisions of this Agreement: (i) Licensee shall only be entitled to use\ntwo (2) copies of the Palm Software CD, (ii) Licensee shall not make any\nadditional copies of the Palm Software CD, (iii) Licensee shall only use the\nPalm Software CD on two (2) PC's at any one time, (iv) each copy of the Palm\nSoftware CD shall be kept in a locked room or file cabinet when not in use, and\n(v) use of the Palm Software shall be password protected.\n\n              (f) Palm's Right to Modify\/Replace Source Code. Licensee agrees\nthat any access to any Palm Source Code will not limit or restrict Palm's right\nto modify or replace such Palm Source Code in future versions of the Palm\nSoftware.\n\n              (g) Termination of Source Code License. Except as expressly\nprovided in this subsection 2.9 (g), all rights and obligations under this\nSection 2.9, shall terminate and be of no further force or effect if there is a\nmaterial change in the ownership or control of Licensee such that more than\ntwenty percent (20%) or more of the voting equity stock of Licensee is owned\nand\/or controlled (directly or indirectly) by one or more Competitor. In the\nevent of such termination, Licensee shall promptly (i) cease all examination\nand\/or modification of the Palm Source Code, (ii) return all Palm Source Code,\nincluding, but not limited to, all copies thereof, to Palm, and (iii) destroy\nall copies thereof, in whole and in part, residing within any computers in\nLicensee's control. Notwithstanding the foregoing, in the event of such\ntermination, in no event shall such termination affect Licensee's rights to\nreproduce and distribute in object code form Licensee Modifications existing as\nof the effective date of such termination pursuant to Section 2.9(b)(ii).\n\n              (h) No Other Licenses. The licenses granted under this Section 2.9\nare specifically set forth herein, and no licenses are granted by Palm to\nLicensee by implication or estoppel to the Palm Source Code or Palm Source Code\nDocumentation.\n\n              (i) Survival. Licensee's obligations under this Section 2.9 with\nrespect to any Palm Source Code and Palm Source Code Documentation shall survive\nin perpetuity.\n\n       2.10 Desktop Site License. Subject to the terms and conditions of this\nAgreement, Palm hereby grants to Licensee a limited, non-exclusive,\nnon-transferable (except as provided in Section 16.9), worldwide, royalty-free\nlicense to distribute solely for use with Device Products, the Palm Desktop\nApplications; provided that Licensee does not charge for copies of the Palm\nDesktop Applications. Licensee agrees that each copy of the Palm Desktop\nApplication will be accompanied by Licensee's standard end user software license\nagreement as provided in Section 9.4, below. In addition, Licensee shall have\nthe right to sublicense to enterprise end users the right to use and reproduce\nthe Palm Desktop Applications for their internal use pursuant to a signed,\nwritten agreement with such enterprise end users, with no right to further\nsublicense; provided that the terms of such agreement shall be at least as\nprotective of the Palm Desktop Applications as (i)\n\n\nPage 12\n   13\n\nthe terms and conditions Licensee uses for its own software products, (ii) the\nminimum terms and conditions set forth in Exhibit F-2, and (iii) the terms and\nconditions governing this Agreement. Licensee agrees to enforce the terms and\nconditions applicable to the Palm Desktop Applications contained in such\nagreements.\n\n3.     DELIVERY\n\n       The parties acknowledge and agree that Palm has delivered to Licensee a\ncomplete and current set of the deliverables specified in Exhibit A.\n\n4.     ROYALTIES, FEES, AND REPORTS\n\n       4.1 Royalties. Licensee shall pay to Palm the applicable royalties\nspecified in Exhibit D (\"Royalties\") for each (i) Licensee Product sold or\ndistributed by Licensee containing all or any portion of, or bundled with, the\nPalm Software, pursuant to Section 2.2(a) (Scope of License) and (ii) any Update\nor New Version sold or distributed by Licensee on a stand-alone basis. Such\nroyalties shall be due and payable to Palm regardless of whether Licensee\ncollects payments for the Licensee Products from Licensee's customers. In any\nevent, Licensee is required to pay at least the minimum amount of Royalties per\nquarter specified in Exhibit D (\"Minimum Quarterly Payment\"). If Licensee fails\nto pay a Minimum Quarterly Payment when due Palm may elect to terminate this\nAgreement pursuant to the provisions of Section 15.3 (Right to Terminate) and\nLicensee will remain obligated to pay any Minimum Quarterly Payment past due on\nthe date of termination. Each Minimum Quarterly Payment will be deemed a\nnon-refundable payment by Licensee of Royalties due under this Agreement for the\napplicable quarter.\n\n       4.2 Maintenance and Support Fees. Licensee shall pay to Palm fees as\nspecified in Exhibit D (Royalties and Fees) for maintenance, support, Updates,\nUpgrades and New Versions made available by Palm to Licensee pursuant to\nSections 6.1 and 7. Such fees shall be due and payable by Licensee to Palm in\nadvance for each of Licensee's fiscal quarters during the term of this\nAgreement, regardless of whether Licensee collects payments for the Licensee\nProducts or their maintenance and support from Licensee's customers. In no event\nwill such fees entitle Licensee to receive any assistance in integrating any\nPalm Software with any Licensee Products, any custom development work for\nLicensee or any Licensee Products, or any modifications to any Palm Software\nbeyond those covered by Section 7.1.\n\n       4.3 Audit Rights. Licensee shall keep adequate records to verify all\nreports and payments to be made to Palm pursuant to this Agreement for a period\nof four (4) years following the date of such reports and payments. Palm shall\nhave the right to select an independent certified public accountant mutually\nagreeable to the parties to inspect no more frequently than semiannually the\nrecords of Licensee on reasonable notice and during regular business hours to\nverify the reports and payments required hereunder. If such inspection should\ndisclose any underreporting, Licensee shall pay Palm such amount within thirty\n(30) days of the conclusion of such inspection. The entire cost of such\n\n\nPage 13\n   14\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\ninspection shall be borne by Palm; provided, however, that if Licensee is\ndetermined by such inspection to have underpaid royalties by five percent (5%)\nor more, then the cost of such audit shall be borne by Licensee.\n\n       4.4 Forecasts No later than forty-five (45) days after the beginning of\neach of Licensee's fiscal quarters during the term of this Agreement, Licensee\nshall provide Palm with a rolling four (4) quarter forecast (including the\ncurrent quarter) of Royalties payable to Palm, broken down by geographical\nregions separated by (i) an aggregate of forecasted Royalties for the continents\nof North and South America and Japan, and (ii) an aggregate of forecasted\nRoyalties for all other regions. Licensee shall use its commercially reasonable\nefforts to make such forecasts accurate to the best of its knowledge at the time\nthe forecast is made.\n\n5.     PAYMENT TERMS\n\n       5.1 Payment. Royalties shall accrue upon shipment to a customer of\nLicensee Products by Licensee and shall be payable in United States Dollars [*]\nafter the commencement date of each of Licensee's fiscal [*] for the immediately\npreceding fiscal quarter. Licensee will make payments to Palm according to the\nfollowing terms:\n\n              (a) Each Royalty payment shall be accompanied by a statement\nsigned by an authorized representative of Licensee setting forth in sufficient\ndetail the basis upon which the royalties were calculated during the relevant\nperiod for which the Royalties are due. The Royalty calculations will be broken\ndown as follows: (1) the Maintenance and Support Fees, (2) the number of units\nof Licensee Product shipped broken down by version of the Palm OS and (3)\nRoyalties broken down by geographical regions separated by (i) aggregate\nRoyalties for the continents of North and South America (except for the United\nStates) and Japan, (ii) aggregate royalties for the United States, and (iii)\naggregate royalties for all other regions.\n\n              (b) All Royalties generated by Licensee in the continents of North\nand South America and in Japan shall be paid by Licensee to Palm, Inc. at the\naddress set forth at the beginning of this Agreement or such other address as\nPalm may designate in writing; all Royalties generated by Licensee outside the\ncontinents of North and South America and Japan shall be paid by Licensee to\nPalm Ireland in accordance with Palm's instructions. All Maintenance and Support\nFees shall be paid by Licensee to Palm, Inc. in accordance with this Section.\n\n       5.2 Royalty-Free Units of Licensee Products. Licensee shall have the\nright to manufacture and distribute Licensee Products, provided that it does not\nreceive any revenue therefrom, [*]\n\n\nPage 14\n   15\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n       5.3 [*]\n\nSuch option will be Licensee's sole and exclusive remedy for Palm's breach of\nthis Section 5.3. \n\n[*]\n\n       5.4 Taxes.\n\n              (a) In addition to any other payments due under this Agreement,\nLicensee agrees to indemnify and hold Palm harmless from any sales, use, excise,\nimport or export, value added or similar tax or duty, any other tax not based on\nPalm's net income, and any governmental permit and license fees, customs fees\nand similar fees levied upon delivery of the deliverables and\/or services\nhereunder which Palm may incur in respect of this Agreement.\n\n              (b) If applicable law requires Licensee to withhold any income\ntaxes levied on payments to be made pursuant to this Agreement (\"Withholding\nTax\"), Licensee shall (i) give Palm prior written notice and give Palm the\nopportunity to contest such tax under applicable law, (ii) take advantage of the\nreduced Withholding Tax provided for by the applicable tax treaty then in force,\nand (iii) and shall be entitled to deduct any Withholding Tax that was withheld\nby Licensee from the payments due to Palm hereunder. Licensee shall promptly\neffect payment of the Withholding Tax to the appropriate tax authorities and\nshall transmit to Palm within ten (10) business days of such payment official\ntax receipts or other evidence issued by the appropriate tax authorities\nsufficient to enable Palm to support a claim for income tax credits in the\nUnited States. Licensee further agrees to assist Palm, upon request, if Palm\ncontests, by appropriate legal or administrative proceedings, the validity or\namount of the Withholding Tax. In the event Palm does not receive official tax\nreceipts or such other evidence within thirty (30) days of payment, Palm shall\nhave the right to invoice Licensee for, and Licensee shall promptly pay, such\nWithholding Tax, unless Licensee promptly produces official tax receipts\nevidence of other payment to Palm.\n\n6.     UPDATE, UPGRADES, NEW VERSIONS, AND ADDITIONAL COMPONENTS\n\n       6.1 Updates, Upgrades and New Versions. Provided that Licensee has paid\nPalm the maintenance and support fees due under Section 4.2, during the term of\nthis Agreement Palm shall deliver to Licensee within a commercially reasonable\nperiod of time and substantially in parallel with Palm's delivery to all Other\nLicensees all Updates, Upgrades and New Versions and all revisions or upgrades\nto the Palm Development Environment, the Palm Materials, the Palm Device\nApplications SDK or the Palm Installation CD Files. In no event will Palm\ndeliver to Licensee:\n\n\nPage 15\n   16\n\n              (a) an Update, Upgrade or New Version to the Palm Software more\nthan thirty (30) days following both Palm's beta release and production release\nof the same.\n\n              (b) a revision or upgrade to the Palm Development Environment, the\nPalm Device Applications SDK, the Palm Materials, or the Palm Installation CD\nFiles more than thirty (30) days following both Palm's beta release and\nproduction release of the same.\n\nUpon delivery of the foregoing items to Licensee, the licenses granted to\nLicensee pursuant to Section 2 above shall be deemed to include such items.\nLicensee acknowledges that during the term of this Agreement, in addition to\ndelivering to Licensee the Updates, Upgrades and New Versions, Palm expects to\nrelease additional components and separate modules not described in Section 6.2\n(c) (Palm Source Code Enhancements) for the Palm Software for which Palm may\nelect to require that licensees pay separate consideration and enter into\nseparate agreements or amendments in order to have any rights to such modules or\ncomponents.\n\n       6.2 OS Enhancements.\n\n              (a) Approved OS Enhancements. In the event that Licensee requests\nin writing that Palm add new functionality to the Palm OS requiring enhancements\nto the Palm Source Code, Palm will consider such request in good faith and will\nrespond to Licensee in writing within thirty (30) days of its receipt of such\nrequest (or within such longer time period as may be reasonably agreed by the\nparties) with whether Palm intends to implement such request and, if so, with a\nproposed schedule for implementation. In the event Palm approves such request\nunder a proposed schedule reasonably acceptable to Licensee (\"Approved\nEnhancements\"), Palm will use its reasonable commercial efforts to implement\nsuch enhancements within the proposed schedule, whereupon such Approved\nEnhancements will be deemed additional Palm Software for all purposes of this\nAgreement. Upon delivery to Licensee, the licenses granted to Licensee pursuant\nto Section 2 above shall be deemed to include such Approved Enhancements.\nLicensee shall execute all assignments and other documents as may be requested\nby Palm to evidence and perfect Palm's ownership of the Approved Enhancements\nand the intellectual property rights therein.\n\n              (b) Implementation by Licensee. To the extent that Palm rejects\nLicensee's request for Palm OS enhancements, or if Palm's proposed schedule is\nnot reasonably acceptable to License, then Licensee may notify Palm in writing\nthat Licensee wishes to implement such enhancements itself, whereupon the\nparties will negotiate in good faith the terms under which Licensee may develop\nthe enhancements, including: (i) which Palm Source Code and tools Licensee will\nrequire; (ii) the limitations that will be placed on Licensee's (and any\ncontractors') use of such Palm Source Code and tools; (iii) the parties\nrespective intellectual property rights in such enhancements; (iv) Palm's\nresponsibility, if any, for support and maintenance of such enhancement; and (v)\nLicensee's responsibility for any costs and expenses that Palm may incur in\nconnection with such implementation, support, and maintenance.\n\n\nPage 16\n   17\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n              (c) Palm Source Code Enhancements. Licensee shall have the right\nto receive upon its request, any material modification to the Palm Source Code\nmade by Palm which is not otherwise incorporated into the Palm Software or a New\nVersion, Upgrade or Update thereof (\"Other Palm Modification\"), provided that\nthe modification was not made by or for Palm on behalf of a third party. Upon\ndelivery to Licensee, such Other Palm Modifications shall be deemed Palm\nSoftware for purposes of the licenses under Section 2, provided, however, that\nLicensee acknowledges that such Other Palm Modifications may not be tested or\nproductized by Palm and that such Other Palm Modifications will be provided\nstrictly on an \"as is\" basis and that the provisions of Sections 7 (Support), 10\n(Warranty) and 11.1 (Indemnity) shall not apply to such Other Palm\nModifications.\n\n       6.3 APIs. The parties acknowledge and agree that the purpose of this\nSection 6.3 is to promote and encourage standardized APIs for the Palm Software\nin order to (i) assist the developer community by reducing the time, effort and\ncost involved in developing applications compatible with products incorporating\nthe Palm Software, (ii) provide a rich suite of interoperable applications to\nthe end user community, and (iii) provide data compatibility between products\nincorporating the Palm Software. In addition to the procedure set forth below,\nthe parties agree to hold regular technical and executive meetings to discuss\nthe future direction of the Palm Software at dates and times to be agreed upon\nby the parties.\n\n[*]\n\n                     (iv) Confidentiality. All notices, meetings and other\ncommunications required under this Section 6.3 shall be confidential and any\ninformation disclosed shall be governed by the provisions of Section 12\n(Confidentiality).\n\n       6.4 New Versions.\n\n                     (i) License Response to Requirements Document. Licensee\nshall provide Palm with written notice within thirty (30) calendar days of\nLicensee's receipt of Palm's product requirements document for such New Version,\nsetting forth in reasonably sufficient detail Licensee's initial reaction to the\nproposed New Version. If in such notice, or at a later date, Licensee informs\nPalm that it does not plan to use the New Version, the parties will promptly\nmeet and discuss the New Version and Licensee's rationale for not wanting to use\nit with Licensee Products.\n\n                     (ii) Licensee Use of a New Version. Unless Licensee has a\nmaterial and commercially reasonable justification for not using a New Version,\nLicensee agrees to use such New Version for (i) each Licensee Product where\ndevelopment of that product commenced after Licensee's receipt of the beta\nrelease of the New Version from Palm (the \"Release Date\"), and (ii) for each\nLicensee Product where development of that product commenced before the Release\nDate from Palm if Licensee upgrades the ROM on the Licensee Product for any\npurpose other than a bug fix, work around, or patch to correct any reproducible\nerror after the Release Date.\n\n\nPage 17\n   18\n\n7.     SUPPORT\n\nPalm shall provide Licensee with the following support during the term of this\nAgreement in accordance with the Palm support terms set forth in Exhibit E (Palm\nSupport Services).\n\n       7.1 Development Support. Palm will provide Licensee with a reasonable\nlevel of support by telephone, e-mail, fax or, if requested by Licensee, in\nperson at Palm's Santa Clara, California site, during Palm's normal business\nhours (8:00 a.m. -- 5:00 p.m. California time, Monday through Friday, excluding\nholidays) in connection with Licensee's use of the Palm Software to develop and\nsupport the Licensee Products, including the use of reasonable commercial\nefforts: (i) to answer Licensee's questions regarding the proper utilization and\noptimization of the Palm Software; and (ii) to provide solutions, workarounds\nand\/or patches to correct any reproducible error in the Palm Software. Licensee\nshall designate up to two qualified individuals to act as primary technical\nliaisons for communications with Palm's technical support staff. Palm shall\ndesignate two qualified individuals to act as primary and secondary technical\nliaisons for communications with Licensee's technical support staff.\n\n       7.2 Customer Support. Licensee shall be solely responsible for First\nLevel Support and Second Level Support of the Licensee Products. The parties\nagree to work together to develop and facilitate the call handling processes to\nprovide seamless customer support and technical service to resellers and end\nusers of the Licensee Product. In addition, Palm will provide Licensee with\nThird Level Support during the term of this Agreement. The definitions of First,\nSecond and Third Level Support shall be as set forth in Section 7.3 below.\nDuring the term of this Agreement, Palm shall permit Licensee to create\nhyperlinks to the Palm Web site and to display certain Palm end user materials\non Licensee's Web site for customer support purposes, subject to Palm's prior\napproval of each proposed use. During the term of this Agreement, Licensee shall\npermit Palm to create hyperlinks to the Licensee Web site and to display certain\nLicensee end user materials on Palm's Web site for customer support purposes,\nsubject to Licensee's prior approval of each proposed use.\n\n       7.3 Technical Support.\n\n              (a) Technical Support Levels. For the purposes of Section 7.2\nabove, \"Level\" means a certain class of service provided for the Licensee\nProducts. Definitions are as follows:\n\n                     (i) \"First Level Support\" means first call support on all\ncustomer calls; technical support staff answers technical inquiries regarding\nLicensee Products, performs Licensee Product configuration support, if\napplicable, and provides broad troubleshooting expertise.\n\n\nPage 18\n   19\n\n                     (ii) \"Second Level Support\" means specialist level\ntechnical support; technical support\/escalation staff performs problem isolation\nand replication, and implements a solution for a problem that is not the result\nof a Palm Software program error. In the case of a Palm Software program error,\nthe technical staff is able to identify the source of the error, create a\nreproducible test case, and document the details of the error for escalation to\nPalm.\n\n                     (iii) \"Third Level Support\" means backup technical support\nto two representatives of Licensee's Second Level Support team (the \"Authorized\nCallers\"). Palm will identify to Licensee its technical support personnel for\nthe Palm Software (the \"Designated Support Personnel\"). The Authorized Callers\nand Designated Support Personnel will be the primary contacts between Palm's and\nLicensee's technical support and\/or escalation centers. Licensee will provide a\nlist of Authorized Callers including names, address, phone numbers, and Internet\ne-mail address. Palm will provide a similar list of Designated Support\nPersonnel. These lists will be reviewed periodically and updated as required.\n\n              (b) Support Timing. Palm shall make Third Level Support available\nvia telephone, fax or e-mail solely to Licensee's Authorized Callers during\nPalm's normal business hours (8:00 a.m. -- 5:00 p.m. California time, Monday\nthrough Friday, excluding holidays). Palm shall use reasonable commercial\nefforts to answer support questions within the timeframes specified in Exhibit E\n(Palm Support Services). So long as Palm is using reasonable commercial efforts\nto answer such questions, Palm's inability to resolve answer such question shall\nnot be deemed a material breach of the Agreement.\n\n              (c) Direct Customer Support. Palm will not be obligated to provide\ndirect support of any kind to Licensee's customers or end users pursuant to this\nAgreement. Licensee will provide sufficient information and\/or training\nregarding the Licensee Products to Palm's Designated Support Personnel to enable\nPalm to properly assist Licensee in resolving problems.\n\n       7.4 Termination of Support for Old Version of Palm Software. Palm's\nsupport obligations hereunder shall terminate within eighteen (18) consecutive\nmonths after the release of a New Version, Upgrade and Update with respect to\nthe prior version of the Palm Software. For example (i) upon the release of Palm\nSoftware 4.0, Palm will cease supporting Palm Software 3.5 within eighteen\nmonths, and (ii) upon the release of Palm Software 4.1, Palm will cease\nsupporting Palm Software 4.0 within eighteen months.\n\n       7.5 Exclusions. Palm shall have no obligation to provide Licensee with\nany support or maintenance of any kind at any time with respect to (i) the Palm\nSource Code or Palm Source Code Documentation, (ii) the integration of any Palm\nSoftware with any Licensee Products beyond those covered by Section 7.1, (iii)\nany custom development work for Licensee or any Licensee Products or (iv) any\nmodifications to any Palm Software.\n\n\nPage 19\n   20\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n       7.6 Failure to Provide New Versions, Updates or Development Support. If\nPalm commits a material breach of Section 6.1(a), 6.1(b) or Section 7.1\n(\"Material Support Breach\"), and fails to cure such Material Support Breach [*]\nafter receipt of written notice of such breach from Licensee (\"Cure Period\"),\n[*].\n\n8.     MARKETING AND PUBLICITY\n\n       8.1 Marketing. The parties agree to work together to identify areas where\njoint marketing efforts would benefit both parties, and upon mutual agreement\nshall implement such efforts.\n\n       8.2 Publicity. Neither party shall disclose the terms of this Agreement\nto any third party, other than its financial or legal advisors, or make any\nannouncements regarding the nature of the relationship between the parties\nwithout the prior approval of the other party, except that a party may disclose\nthe terms of this Agreement where required by law, provided that such party uses\nreasonable effort to obtain confidential treatment or similar protection to the\nfullest extent available to avoid public disclosure of the terms of this\nAgreement. A party required by law to make disclosure of the terms of this\nAgreement will promptly notify the other party and permit the other party to\nreview and participate in the application process seeking confidential\ntreatment.\n\n       8.3 Branding. In accordance with Section 2.3(c), Licensee will use the\nPalm Compatibility Trademarks in conjunction with the distribution of the\nLicensee Products during the term of this Agreement. Licensee shall use the Palm\nCompatibility Trademarks on all Licensee Products, splash screens associated\nwith the Licensee Products, packaging for the Licensee Products, documentation\nfor the Licensee Products and all advertising, promotional and other collateral\nprinted materials for the Licensee Products.\n\n       8.4 Developer Support. Licensee shall participate in developer programs\nas set forth in Exhibit G (Developer Programs) attached hereto. In order to\nenable Palm to support Licensee's registered developers in their development\nactivities on the Palm OS platform, Licensee will cooperate with Palm in order\nto register such developers with Palm as well.\n\n9.     PROPRIETARY RIGHTS\n\n       9.1 Title. Licensee acknowledges that the Palm Software and Palm\nMaterials are the valuable trade secrets of Palm. Palm shall be the sole and\nexclusive owner of the Palm Software and Palm Materials. Subject always to\nPalm's ownership of the Palm Software, Licensee shall be the sole and exclusive\nowner of the Licensee Products and Licensee Software. Applications for the\nLicensee Products shall belong solely and\n\n\nPage 20\n   21\n\nexclusively to the party that developed such applications. Licensee acknowledges\nthat Palm is the sole owner of all trademark rights in the Palm Trademarks\nspecified in Exhibit H (Palm Trademarks). Licensee agrees to do nothing\ninconsistent with such ownership. All use of the Palm Trademarks by Licensee\nshall inure to the benefit of, and be on behalf of, Palm.\n\n       9.2 Proprietary Rights Notices. Licensee agrees that it will not remove,\nalter or otherwise obscure any proprietary rights notices appearing in the Palm\nSoftware and Palm Materials. Further, Licensee agrees that it will cause to\nappear on the container or label for each unit of the Licensee Products\nmanufactured hereunder appropriate patent and copyright notices and proprietary\ndata legends as contained in the Palm Software delivered by Palm or as otherwise\nreasonably required by Palm.\n\n       9.3 U.S. Government Restricted Rights Legend. All Palm technical data and\ncomputer software is commercial in nature and developed solely at private\nexpense. Software is delivered as Commercial Computer Software as defined in\nDFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR\n2.101(a) and as such is provided with only such rights as are provided in Palm's\nstandard commercial license for such software. Technical data is provided with\nlimited rights only as provided in DFARS 252.227-7015 (Nov. 1995) or FAR\n52.227-14 (June 1987), whichever is applicable. Licensee will: (a) identify and\nlicense the software developed by Licensee hereunder in all proposals and\nagreements with the United States Government or any contractor therefor; and (b)\nlegend or mark such software provided pursuant to any agreement with the United\nStates Government or any contractor therefor in a form sufficient to obtain for\nPalm and its suppliers the protection intended by this Section 9.3 (U.S.\nGovernment Restricted Rights Legend). Licensee agrees not to remove or deface\nany portion of any legend on any software or documentation delivered to it under\nthis Agreement.\n\n       9.4 End-User Licensing. Licensee agrees that each copy of the software\ndistributed by Licensee hereunder will be accompanied by a copy of Licensee's\nstandard end user software license; provided, however, that the terms of such\nlicense will be drafted so as to apply to the Palm Software and shall be at\nleast as protective of the Palm Software as: (i) the terms and conditions\nLicensee uses for its own software products; (ii) the minimum terms and\nconditions set forth in Exhibit F-1 (Minimum Terms and Conditions of End User\nLicense); and (iii) the terms and conditions governing this Agreement. Licensee\nagrees to include in such terms and conditions for use outside of the United\nStates any country-specific provisions needed to comply with the foregoing, and\nagrees to enforce the terms and conditions applicable to the Palm Software\ncontained in such license.\n\n       9.5 Palm Source Code. Licensee acknowledges that Palm Source Code and\nPalm Source Code Documentation are valuable trade secrets and Confidential\nInformation of Palm. Palm shall be the sole and exclusive owner of the Palm\nSource Code and Palm Source Code Documentation. Licensee agrees that it will not\nremove, alter or otherwise obscure any proprietary rights notices appearing in\nthe Palm Source Code or Palm Source Code Documentation. The parties respective\nintellectual property\n\n\nPage 21\n   22\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\nrights in and to Licensee Modifications shall be as set forth in Exhibit I or an\nAttachment to this Agreement, pursuant to Section 2.9(b); [*]. In either event,\nupon thirty (30) days written notice from Palm, Licensee shall provide to Palm,\nin both source code and object code formats, any Licensee Modifications that\nPalm requests.\n\n10.    WARRANTY\n\n       10.1 Palm Warranty. Palm warrants that for a period of ninety (90) days\nafter receipt by Licensee of the Palm Software, Palm Device Applications SDK\n(except for any third-party developer tools), Palm Development Environment\n(except for any third-party developer tools), Palm Installation CD Files and\nPalm Materials (the \"Warranty Period\") the media on which Palm delivers the Palm\nSoftware, Palm Device Applications SDK (except for any third-party developer\ntools), Palm Development Environment (except for any third-party developer\ntools), Palm Installation CD Files and Palm Materials to Licensee shall be free\nof defects in material and workmanship and the Palm Software will perform\nsubstantially in accordance with the Palm End-User documentation. As Licensee's\nsole and exclusive remedy for any breach of such warranty, Palm shall replace\nany such defective media and\/or undertake to correct such performance problems\nin accordance with Sections 6.1 and 7 promptly following receipt of written\nnotice from Licensee of such defects during the Warranty Period. EXCEPT FOR THE\nLIMITED WARRANTIES SET FORTH IN THIS SECTION 10, PALM MAKES NO WARRANTIES, TERMS\nOR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IN\nPARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR\nPURPOSE, ACCURACY, SATISFACTORY QUALITY, NON-INFRINGMENT, COURSE OF DEALING OR\nCOURSE OF PERFORMANCE ARE EXPRESSLY EXCLUDED.\n\n\nPage 22\n   23\n\n       10.2 Licensee Product Warranty. Licensee shall be solely responsible for\ncustomer warranties of any and all products manufactured by Licensee pursuant to\nthis Agreement.\n\n       10.3 Source Code Warranty Disclaimer. PALM MAKES NO WARRANTIES, EXPRESS,\nIMPLIED OR STATUTORY, WHATSOEVER, AS TO THE PALM SOURCE CODE OR PALM SOURCE CODE\nDOCUMENTATION. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS\nFOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY, NON-INFRINGMENT,\nCOURSE OF DEALING OR COURSE OF PERFORMANCE ARE EXPRESSLY EXCLUDED.\n\n11.    INDEMNIFICATION\n\n       11.1 By Palm. Palm shall, at its own expense, defend and indemnify\nLicensee for damages and reasonable costs incurred in any suit, claim or\nproceeding brought against Licensee alleging that the Palm Software, Palm\nMaterials, Palm Development Environment (except for any third-party development\ntools), Palm Installation CD Files, Palm Device Application SDK (except for any\nthird-party development tools), or Palm Trademarks licensed pursuant to this\nAgreement infringe (i) any patents in the U.S., Canada, Japan or European\ncommunity, (ii) any copyrights worldwide, or (iii) any trademarks in any\ncountries in which Palm markets products in connection with the Palm Trademarks,\nor misappropriate any trade secrets, provided that Palm is promptly notified,\nrendered reasonable assistance by Licensee as required, and permitted to direct\nthe defense or settlement negotiations. Palm shall have no liability for any\ninfringement arising from: (a) the integration or combination of the Palm\nSoftware, Palm Materials, Palm Development Environment, Palm Installation CD\nFiles, Palm Device Application SDK, or Palm Trademarks together with other\nsoftware, materials or products not integrated or combined by Palm, if the\ninfringement would have been avoided in the absence of such integration or\ncombination; (b) the use of other than a current unaltered release of the\nsoftware available from Palm, if the infringement would have been avoided by the\nuse of the then-current release, and if Palm has provided such current release\nto Licensee; or (c) the Other Palm Modifications or modifications to the Palm\nSoftware, Palm Materials, Palm Development Environment, Palm Device Application\nSDK or Palm Installation CD Files requested by Licensee, including, but not\nlimited to, the Licensee Modifications.\n\n       11.2 Remedies. In the event Palm reasonably believes that the use or\ndistribution of any Palm Software, Palm Materials, Palm Development Environment,\nPalm Installation CD Files, Palm Device Application SDK, or Palm Trademarks is\nlikely to be enjoined, Palm may, at its option, either: (i) substitute\nfunctionally equivalent non-infringing Palm Software, Palm Materials, Palm\nDevelopment Environment, Palm Installation CD Files, or Palm Device Application\nSDKs, as the case may be; (ii) modify the infringing item so that it no longer\ninfringes but remains functionally equivalent; (iii) obtain for Licensee, at\nPalm's expense, the right to continue use of such item; or (iv) if none of the\nforegoing is feasible, Palm may take back such infringing item or items and\n\n\nPage 23\n   24\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\nterminate only that portion of the license associated with respect to such item\nor items, subject to a mutually satisfactory equitable reduction in the Royalty\nand fees payable under this Agreement. Should the use or distribution of any\nPalm Software, Palm Materials, Palm Development Environment, Palm Installation\nCD Files, Palm Device Application SDK, or Palm Trademarks be enjoined, Palm\nshall, at its option, either: (i) substitute functionally equivalent\nnon-infringing Palm Software, Palm Materials, Palm Development Environment, Palm\nInstallation CD Files, or Palm Device Application SDK as the case may be; (ii)\nmodify the infringing item so that it no longer infringes but remains\nfunctionally equivalent; (iii) obtain for Licensee, at Palm's expense, the right\nto continue use of such item; or (iv) if none of the foregoing is feasible, Palm\nmay take back such infringing item or items and terminate only that portion of\nthe license associated with respect to such item or items, subject to a mutually\nsatisfactory equitable reduction in the Royalty and fees payable under this\nAgreement. Notwithstanding the foregoing, Licensee acknowledges that Palm may\nundertake to obtain patent licenses from third parties relating to the Palm\nSoftware, Palm Development Environment, Palm Installation CD Files, and\/or Palm\nDevice Application SDK and in such event the royalty obligation for the Licensee\nProducts arising from such patent licenses shall be passed through to, and paid\nat the direction of Palm, by Licensee; provided, however, that the per-unit\nroyalty obligation payable by Licensee shall not exceed the per-unit or\npercentage royalty obligation (whichever is less) payable by Palm for products\nsimilar to the Licensee Products, and shall not in any event exceed [*].\nSECTIONS 11.1 AND 11.2 STATE LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT\nTO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND, AND ALL WARRANTIES\nOF NON-INFRINGEMENT, EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED AND\nEXCLUDED.\n\n       11.3 By Licensee. Licensee shall, at its own expense, defend and\nindemnify Palm for damages and reasonable costs incurred in any suit, claim or\nproceeding brought against Palm or its subsidiaries alleging that the Licensee\nProducts, Licensee Software and\/or related materials infringe (i) any patents in\nthe U.S., Canada, Japan or the European Community, (ii) any copyrights\nworldwide, or (iii) any trademarks in any countries in which Licensee markets\nproducts in connection with the Palm Trademarks, or misappropriates any trade\nsecrets, provided that Licensee is promptly notified, rendered reasonable\nassistance by Palm as required, and permitted to direct the defense or\nsettlement negotiations. Licensee shall have no liability for any infringement\narising from (a) the integration or combination of the Licensee Products or\nLicensee Software together with other software, materials or products not\nintegrated or combined by Licensee, if the infringement would have been avoided\nin the absence of such integration or combination, or (b) use or distribution of\nPalm Software or Palm Materials. SECTION 11.2 AND 11.3 STATES PALM'S SOLE AND\nEXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF\nANY KIND, AND ALL WARRANTIES OF NON-INFRINGEMENT, EXPRESS OR IMPLIED, ARE\nSPECIFICALLY DISCLAIMED AND EXCLUDED.\n\n       11.4 Other Indemnity. Each party shall indemnify and defend the other\nagainst all claims, suits, losses, expenses and liabilities (including\nreasonable attorneys' fees) for\n\n\nPage 24\n   25\n\nbodily injury, personal injury, death and tangible property damage as a result\nof the negligence, intentional wrongful acts or omissions, or misrepresentations\nof the indemnifying party or any person for whose actions it is legally liable,\nprovided that the indemnifying party is promptly notified, rendered reasonable\nassistance by the indemnified party as required, and permitted to direct the\ndefense or settlement negotiations.\n\n12.    CONFIDENTIALITY\n\n       12.1 Confidential Information. Each party acknowledges that in the course\nof the performance of this Agreement, it may obtain the Confidential Information\nof the other party. The Receiving Party (as defined in Section 1.1 (Confidential\nInformation)) shall, at all times, both during the term of this Agreement and\nthereafter for a period of five (5) years keep in confidence and trust all of\nthe Disclosing Party's (as defined in Section 1.1 (Confidential Information))\nConfidential Information received by it (except for any source code, which shall\nbe kept in confidence and trust in perpetuity). The Receiving Party shall not\nuse the Confidential Information of the Disclosing Party other than as expressly\npermitted under the terms of this Agreement. The Receiving Party shall take\nreasonable steps to prevent unauthorized disclosure or use of the Disclosing\nParty's Confidential Information and to prevent it from falling into the public\ndomain or into the possession of unauthorized persons. The Receiving Party shall\nnot disclose Confidential Information of the Disclosing Party to any person or\nentity other than its officers, employees, contractors, and consultants who need\naccess to such Confidential Information in order to effect the intent of this\nAgreement and who have entered into confidentiality agreements which protect the\nConfidential Information of the Disclosing Party sufficient to enable the\nReceiving Party to comply with this Section 12.1. The Receiving Party shall\nimmediately give notice to the Disclosing Party of any unauthorized use or\ndisclosure of Disclosing Party's Confidential Information. The Receiving Party\nagrees to assist the Disclosing Party to remedy such unauthorized use or\ndisclosure of its Confidential Information.\n\n       12.2 Exceptions to Confidential Information. The obligations set forth in\nSection 12.1 (Confidential Information) shall not apply to the extent that\nConfidential Information includes information which is: (a) now or hereafter,\nthrough no unauthorized act or failure to act on the Receiving Party's part, in\nthe public domain; (b) known to the Receiving Party without an obligation of\nconfidentiality at the time the Receiving Party receives the same from the\nDisclosing Party, as evidenced by written records; (c) hereafter furnished to\nthe Receiving Party by a third party as a matter of right and without\nrestriction on disclosure; (d) furnished to others by the Disclosing Party\nwithout restriction on disclosure; or (e) independently developed by the\nReceiving Party without use of the Disclosing Party's Confidential Information.\nNothing in this Agreement shall prevent the Receiving Party from disclosing\nConfidential Information to the extent the Receiving Party is legally compelled\nto do so by any governmental investigative or judicial agency pursuant to\nproceedings over which such agency has jurisdiction; provided, however, that\nprior to any such disclosure, the Receiving Party shall: (i) assert the\nconfidential nature of the Confidential Information to the agency; (ii)\n\n\nPage 25\n   26\n\nimmediately notify the Disclosing Party in writing of the agency's order or\nrequest to disclose; and (iii) cooperate fully with the Disclosing Party in\nprotecting against any such disclosure and\/or obtaining a protective order\nnarrowing the scope of the compelled disclosure and protecting its\nconfidentiality.\n\n       12.3 Other Terms. Palm shall designate individuals (\"Designated\nRecipients\") to receive and manage Licensee's confidential information. Upon\nreceipt of written notice from Palm indicating such Designated Recipients,\nLicensee shall restrict its disclosure of confidential information to such\nDesignated Recipients. Palm may change or add any Designated Recipients upon\nfifteen (15) days prior written notice to Licensee. The Designated Recipients\nshall disseminate Licensee's confidential information only to employees and\ncontractors of Palm on a need to know basis for purposes of implementing the\nintent of this Agreement. If an engineer performing services for Palm is given\naccess to any of Licensee's confidential information and such engineer also\nperforms services for any Other Licensee, then such engineer shall be required\nto sign a separate written non-disclosure agreement prohibiting such engineer\nfrom using any of Licensee's confidential information for any purpose other than\neffecting the intent of this Agreement.\n\n13.    LIMITATION OF LIABILITY\n\n       EXCEPT FOR LIABILITY FOR BREACH OF SECTION 12 (CONFIDENTIALITY), AND\nEXCEPT AS SPECIFICALLY PROVIDED IN SECTION 11 (INDEMNIFICATION): (A) NEITHER\nPARTY SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL\nOR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE, LOSS OF BUSINESS, OR\nOTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,\nREGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING\nNEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE\nOF A PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN\nIF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF\nITS ESSENTIAL PURPOSE; AND (B) IN NO EVENT SHALL PALM'S TOTAL LIABILITY UNDER\nTHIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO PALM UNDER THIS AGREEMENT.\n\n14.    COMPLIANCE WITH LAW\n\n       14.1 Laws Generally. Licensee agrees to comply with all applicable laws,\nrules, and regulations in connection with its activities under this Agreement.\n\n       14.2 Export Regulations. Neither party shall export, directly or\nindirectly, any technical data or software acquired under this Agreement or the\ndirect product of any such technical data or software to any country for which\nthe United States Government or any agency thereof, at the time of export,\nrequires an export license or other government\n\n\nPage 26\n   27\n\napproval, without first obtaining such license or approval. With respect to any\nexport transactions under this Agreement, both parties will cooperate in any\nreasonable manner to effect compliance with all applicable export regulations.\n\n15.    TERM AND TERMINATION\n\n       15.1 Term. This Agreement shall be effective from the Effective Date for\na period of eight (8) years (\"Initial Term\"), unless earlier terminated in\naccordance with its terms. This Agreement may be renewed solely by the mutual\nwritten agreement of the parties, which shall specify the applicable Royalties\nand any other additional terms as agreed by the parties at that time.\n\n       15.2 Termination Due to Bankruptcy, etc. In the event a party: (i)\nbecomes insolvent; (ii) voluntarily files or has filed against it a petition\nunder applicable bankruptcy or insolvency laws which such party fails to have\nreleased within thirty (30) days after filing; (iii) proposes any dissolution,\ncomposition or financial reorganization with creditors or if a receiver,\ntrustee, custodian or similar agent is appointed or takes possession with\nrespect to all or substantially all property or business of such party; or (iv)\nsuch party makes a general assignment for the benefit of creditors, the other\nparty may terminate this Agreement by giving a termination notice, which\ntermination shall become effective ten (10) days after mailing.\n\n       15.3 Right to Terminate. Either party shall have the right to terminate\nthis Agreement if the other party is in material breach of any term or condition\nof this Agreement and fails to remedy such breach within thirty (30) days after\nreceipt of written notice of such breach given by the non-breaching party.\n\n\nPage 27\n   28\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n       15.4 Effect of Termination.\n\n              (a) Upon the termination or expiration of this Agreement: (i) the\nlicenses and other provisions of this Agreement shall be terminated; (ii)\nLicensee's obligation to pay all sums past or currently due hereunder on the\ndate of such termination or expiration shall be accelerated and all such sums\nshall be due and payable within forty-five (45) days of the end of the calendar\nquarter in which the date of termination or expiration occurred; and (iii) the\nReceiving Party shall, within fifteen (15) days of receipt of a written request\nby the Disclosing Party to do so, return to the Disclosing Party or destroy all\nfull or partial copies, in whatever media, of any and all confidential materials\nin the Receiving Party's possession which had been furnished to the Receiving\nParty by the Disclosing Party pursuant to this Agreement, and the Receiving\nParty shall warrant in writing to the Disclosing Party within thirty (30) days\nafter termination or expiration that all such materials have been returned to\nthe Disclosing Party or destroyed. Notwithstanding the foregoing, upon any\nexpiration or termination (other than for Licensee's breach), Licensee may elect\nto retain the licenses specified in Section 2 for two (2) years following such\nexpiration or termination for the versions of the Palm Software, Palm Device\nApplications SDK, Palm Development Environment and Palm Installation CD Files\nand the Palm Materials that have been delivered to Licensee prior to such\nexpiration or termination, on the following terms: (a) the Royalty for Device\nProducts shall be [*]; (b) Palm's obligations under Sections 6 and 7, and\nLicensee's obligations under Section 4.2, will [*]; and (c) the remaining\nprovisions of this Agreement will remain in effect with regard to the Licensee\nProducts for such two-year period.\n\n              (b) Notwithstanding the provisions of subsection (a) above: (i)\nduring the ninety (90) days following the expiration of this Agreement, Palm\nwill continue to provide Licensee with Third Level Support in accordance with\nSection 7.2; and (ii) Licensee will continue to have the right to distribute any\nLicensee Products that have been manufactured prior to the date of such\nexpiration until such products are exhausted\n\n       15.5 Survival. Neither the termination or expiration of this Agreement\nshall relieve either party from its obligations to pay the other any sums\naccrued hereunder. The parties agree that their respective rights, obligations\nand duties under Sections 2.3(d) (Trademark Ownership), 2.9(i) (Survival), 4.1\n(Royalties), 4.3 (Audit Rights), 5.3 (Taxes), 8.2 (Publicity), 9 (Proprietary\nRights), 10 (Warranty), 11 (Indemnification), 12 (Confidentiality), 13\n(Limitation of Liability), 14 (Compliance with Law), 15 (Term and Termination)\nand 16 (Miscellaneous), as well as any rights, obligations and duties which by\ntheir nature extend beyond the termination or expiration of this Agreement shall\nsurvive any termination or expiration of this Agreement and remain in effect for\na period of five (5) years thereafter or the period specified in this Agreement,\nif longer.\n\n\nPage 28\n   29\n\n       15.6 No Damages For Termination or Expiration. PALM SHALL NOT BE LIABLE\nTO LICENSEE FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL\nDAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN\nACCORDANCE WITH ITS TERMS. LICENSEE WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY\nCOMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER\nTHE LAW OF ANY TERRITORY OR OTHERWISE. Palm will not be liable to Licensee on\naccount of termination or expiration of this Agreement for reimbursement or\ndamages for the loss of goodwill, prospective profits or anticipated income, or\non account of any expenditures, investments, leases or commitments made by\nLicensee or for any other reason whatsoever based upon or growing out of such\ntermination or expiration. Licensee acknowledges that: (i) Licensee has no\nexpectation and has received no assurances that any investment by Licensee in\nthe promotion of Licensee Products will be recovered or recouped or that\nLicensee will obtain any anticipated amount of profits by virtue of this\nAgreement; and (ii) Licensee will not have or acquire by virtue of this\nAgreement or otherwise any vested, proprietary or other right in the Palm\nTrademarks or in \"goodwill\" thereunder.\n\n16.    MISCELLANEOUS\n\n       16.1 Notices. Any notice provided for or permitted under this Agreement\nwill be treated as having been given when (a) delivered personally, (b) sent by\nconfirmed facsimile, (c) sent by commercial overnight courier with written\nverification of receipt, or (d) mailed postage prepaid by certified or\nregistered mail, return receipt requested, to the party to be notified, at the\naddress set forth below, or at such other place of which the other party has\nbeen notified in accordance with the provisions of this Section 16.1 (Notices).\n\n       If to Palm, Inc. or           Palm, Inc.\n       Palm Ireland:                 5470 Great America Parkway\n                                     Santa Clara, CA 95052\n                                     Attention: Senior Director of Worldwide\n                                            Licensing and Business Development\n                                     Fax: (408) 326-9791\n\n       with copies to:               Palm, Inc.\n                                     5470 Great America Parkway\n                                     Santa Clara, CA 95052\n                                     Attention: General Counsel\n                                     Fax: (408) 326-9003\n\n\nPage 29\n   30\n\n       If to Handspring, Inc. or     Handspring, Inc.\n       Handspring International:     189 Bernardo Avenue\n                                     Mountain View, California 94043\n                                     Attention: Chief Executive Officer\n                                     Fax: (650) 230-5095\n\n       with copies to:               General Counsel\n                                     (at the same address above)\n                                     Fax: (650) 230-5347\n\n                                     VP, Engineering\n                                     (at the same address above)\n                                     Fax: (650) 230-5125\n\nSuch notice will be treated as having been received upon the earlier of actual\nreceipt or five (5) days after post marking in the event such notice is provided\nby mail as described above.\n\n       16.2 Amendment; Waiver. This Agreement may be amended or supplemented\nonly by a writing that is signed by duly authorized representatives of both\nparties. No term or provision hereof will be considered waived by either party,\nand no breach excused by either party, unless such waiver or consent is in\nwriting signed on behalf of the party against whom the waiver is asserted. No\nconsent by either party to, or waiver of, a breach by either party, whether\nexpress or implied, will constitute a consent to, waiver of, or excuse of any\nother, different, or subsequent breach by either party.\n\n       16.3 Severability. If any provision of this Agreement is held invalid or\nunenforceable for any reason, the remainder of the provision shall be amended to\nachieve as closely as possible the economic effect of the original term and all\nother provision shall continue in full force and effect.\n\n       16.4 Governing Law and Language. This Agreement shall be governed by and\nconstrued under the laws of the United States and the State of California as\napplied to agreements entered into and to be performed entirely within\nCalifornia between California residents. The parties agree that the United\nNations Convention on Contracts for the International Sale of Goods is\nspecifically excluded from application to this Agreement. The English-language\nversion of this Agreement controls when interpreting this Agreement.\n\n       16.5 Choice of Forum. The parties hereby submit to the jurisdiction of,\nand waive any venue objections against, the United States District Court for the\nNorthern District of California, San Jose Branch and the Superior and Municipal\nCourts of the State of California, Santa Clara County, in any litigation arising\nout of the Agreement; provided, however, that the foregoing shall not be deemed\nor construed to restrict, in any manner, a parties ability to submit patent\nmatters to the U.S. International Trade Commission for resolution.\n\n\nPage 30\n   31\n\n       16.6 Injunctive Relief. The copying, disclosure, or use of the Palm\nSoftware in a manner inconsistent with any provision of this Agreement or the\nimproper use of the Palm Trademarks may cause irreparable injury to Palm for\nwhich Palm may not have an adequate remedy at law. Palm may be entitled to\nequitable relief in court, including but not limited to temporary restraining\norders, preliminary injunctions and permanent injunctions. The copying,\ndisclosure, or use of the Palm Source Code or Palm Source Code Documentation in\na manner inconsistent with any provision of this Agreement will cause\nirreparable injury to Palm for which Palm will not have an adequate remedy at\nlaw and Palm will be entitled to equitable relief in court, including but not\nlimited to temporary restraining orders, preliminary injunctions and permanent\ninjunctions.\n\n       16.7 Attorneys' Fees. In any action to enforce this Agreement, the\nprevailing party shall be awarded all court costs and reasonable attorneys' fees\nincurred, including such costs and attorneys' fees incurred in enforcing and\ncollecting any judgment.\n\n       16.8 Force Majeure. Except for the payment of money, neither party will\nbe liable for any failure or delay in performance under this Agreement due to\nfire, explosion, earthquake, storm, flood or other weather, unavailability of\nnecessary utilities or raw materials, war, insurrection, riot, act of God or the\npublic enemy, law, act, order, proclamation, decree, regulation, ordinance, or\ninstructions of Government or other public authorities, or judgment or decree of\na court of competent jurisdiction (not arising out of breach by such party of\nthis Agreement) or any other event beyond the reasonable control of the party\nwhose performance is to be excused.\n\n       16.9 Assignment. Palm may assign this Agreement without restriction,\nprovided the assignee agrees in writing to be bound by the terms of this\nAgreement. Licensee may not assign any rights or duties under this Agreement or\nassign this Agreement in its entirety, whether by operation of law or otherwise,\nwithout the prior written consent of Palm and any attempt to do so without such\nconsent will be void, except upon written notice to Palm to a purchaser of\nsubstantially all of the stock or assets of Licensee (\"Purchaser\") who: (i)\nagrees in writing to be bound by the terms of this Agreement; (ii) is not a\nCompetitor; and (iii) uses the Palm Software under this Agreement solely in\nLicensee Products of Licensee or its successor operations within such purchaser.\nUpon an assignment of this Agreement by Licensee to a Purchaser, (i) the\nprovisions of Section 2.1(b)(ii) (Derivative Works; OS Enhancements), 2.9(b)\n(Right to Modify), Section 5.3 (Most Favored Licensee), Section 7.6 (Failure to\nProvide New Versions, Updates or Support), 6.2 (OS Enhancements) and the last\nsentence of Section 15.4(a) (Effect of Termination) shall immediately terminate\nand be null and void, unless otherwise agreed by Palm in writing, and (ii) the\nterm of this Agreement will expire on the first to occur of the end of the\nInitial Term or four (4) years after the date of the assignment. This Agreement\nwill bind and inure to the benefit of the parties and their respective\nsuccessors and permitted assigns.\n\n       16.10 Relationship of the Parties. The parties to this Agreement are\nindependent contractors. There is no relationship of agency, partnership, joint\nventure, employment,\n\n\nPage 31\n   32\n\nor franchise between the parties. Neither party has the authority to bind the\nother or to incur any obligation on its behalf.\n\n       16.11 Allocation of Risk. The sections on limitation of liability,\nwarranties and disclaimer of warranties allocate the risks in the Agreement\nbetween the parties. This allocation is an essential element of the basis of the\nbargain between the parties.\n\n       16.12 Construction of Agreement. This Agreement has been negotiated by\nthe respective parties hereto and their attorneys and the language hereof shall\nnot be construed for or against any party. The titles and headings herein are\nfor reference purposes only and shall not in any manner limit the construction\nof this Agreement, which shall be considered as a whole.\n\n       16.13 Counterparts. This Agreement may be executed in two counterparts,\neach of which shall be deemed an original, but both of which together shall\nconstitute one and the same instrument. If this Agreement is executed in\ncounterparts, no signatory hereto shall be bound until both the parties named\nbelow have duly executed or caused to be duly executed a counterpart of this\nAgreement.\n\n       16.14 Entire Agreement. This Agreement, including all Exhibits to this\nAgreement, constitutes the entire agreement between the parties relating to this\nsubject matter and supersedes all prior or simultaneous representations,\ndiscussions, negotiations, and agreements, whether written or oral, including,\nwithout limitation, that certain Software License Agreement entered into by the\nparties on September 24, 1998, as amended, which is hereby terminated in its\nentirety and superceded by this Agreement.\n\n       IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nthe dates set forth below effective as of the Effective Date.\n\nPALM, INC.                              HANDSPRING, INC.\n\n\nBy: \/s\/ ALAN KESSLER                    By: \/s\/ DONNA DUBINSKY\n   -------------------------------         -------------------------------------\n\nName: Alan Kessler                      Name: Donna Dubinsky\n     -----------------------------           -----------------------------------\n\nTitle: GM Platform Solutions            Title: Chief Executive Officer\n      ----------------------------            ----------------------------------\n\nPALM IRELAND INVESTMENT                 HANDSPRING INTERNATIONAL SARL\n\nBy: \/s\/ STEPHEN YU                      By: \/s\/ BERN WHITNEY\n   -------------------------------         -------------------------------------\n\nName: Stephen Yu                        Name: Bern Whitney\n     -----------------------------           -----------------------------------\n\nTitle: Director                         Title: Director\n      ----------------------------            ----------------------------------\n\n\nPage 32\n   33\n\nList of Exhibits\n\nA     Palm Software\nB     Test Criteria\nC     Palm Trademark Policy Guidelines\nD     Royalties and Fees\nE     Palm Support Services\nF-1   Minimum Terms and Conditions of End User License\nF-2   Desktop Site License; Minimum Terms and Conditions of End User License\nG     Developer Programs\nH     Palm Trademarks\nI     Modifiable Source Code\n\n\nPage 33\n   34\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n\n                                    EXHIBIT A\n\n                                PALM DELIVERABLES\n\n1.0    PALM SOFTWARE\n\nPalm Software is that software that the Licensee can redistribute as part of\nLicensee Products pursuant to Section 2.2(a) (Scope of License). It is delivered\nto Licensee on the Palm OS Development Kit CD and includes the following items\nlisted below as more fully described in Sections 1.1 through 1.6 of this Exhibit\nA below:\n\n[*]\n\n2.0    PALM DEVICE APPLICATIONS SDK\n\n[*]\n\n3.0    PALM DEVELOPMENT ENVIRONMENT\n\n[*]\n\n4.0    PALM END USER DOCUMENTATION\n\n[*]\n\n5.0    PALM INSTALLATION CD FILES\n\n[*]\n\n6.0    PALM TECHNICAL DOCUMENTATION\n\n[*]\n\n\nPage 34\n   35\n\n                                    EXHIBIT B\n\n                                  TEST CRITERIA\n\n                             Palm Powered(TM) Logo\n                              Compatibility Program\n\n\n\nPage 35\n   36\nPalm Computing(R) Platform\n\n* Confidential treatment has been requested for certain portions of this\ndocument pursuant to an application for confidential treatment sent to the\nSecurities and Exchange Commission. Such portions are omitted from this filing\nand filed separately with the Securities and Exchange Commission.\n\n                                Table of Contents\n\n<\/pre>\n<table>\n<s>                                                                      <c><br \/>\nWelcome&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.3<br \/>\nFrequently Used Terms&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..3<br \/>\n[*]<br \/>\nLicensee Questionnaire&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.4<br \/>\n[*]<br \/>\n<\/c><\/s><\/table>\n<p>                               Palm Confidential<\/p>\n<p>   37<br \/>\nPalm Computing(R) Platform<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>Welcome<\/p>\n<p>Welcome to the Palm Powered(TM) Logo Compatibility Program (the &#8220;Program&#8221;)<br \/>\ndesigned by Palm, Inc. The testing under the Program will be executed by one of<br \/>\nthe independent test labs certified by Palm (&#8220;Test Labs&#8221;). All Program specifics<br \/>\nincluding process, test design and Program design have been approved and are<br \/>\nenforced by Palm, Inc.<\/p>\n<p>The purpose of this document is to provide Palm licensees (&#8220;Licensees&#8221;) with<br \/>\ndetailed information about the compatibility certification process.<br \/>\nComprehensive test plans for baseline features are available and a customized<br \/>\ntest plan will be created for each Licensee&#8217;s device or handheld by the Test<br \/>\nLab. Upon successful completion of all parts of the Program, Licensees will<br \/>\nreceive the right to use the Palm Powered(TM) logo from Palm with respect to a<br \/>\nparticular device.<\/p>\n<p>Palm looks forward to contributing to its Licensees&#8217; success and working with<br \/>\neach Licensee as part of the Program.<\/p>\n<p>Frequently Used Terms<\/p>\n<p>[*]<\/p>\n<p>                               Palm Confidential<br \/>\n   38<br \/>\nPalm Computing(R) Platform<br \/>\nLicensee Questionnaire<br \/>\nContact Information (completion is required)<\/p>\n<p>Company Name<br \/>\n             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nAddress<br \/>\n       &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nCity, State, Zip<br \/>\n                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nMain Phone #<br \/>\n             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nFax #<br \/>\n       &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>Email Address<br \/>\n             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>Company Website URL<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>Contact Person for Test Results<br \/>\n                               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>Title and Direct Phone or extension #<br \/>\n                                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>Contact Person for Test\/Product Questions<br \/>\n                                          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Direct Phone # and email<br \/>\n                        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Device Name<br \/>\n             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>Version<br \/>\n        &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>Device Category and type<br \/>\n                         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>Product Description<br \/>\n                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Has the product been pre-tested?          YES         NO<\/p>\n<p>How is the product currently being tested? Please provide detailed testing<br \/>\ninformation as necessary.<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>Will the device be localized for international sale? If so, for which languages?<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>                               Palm Confidential<br \/>\n   39<br \/>\nPalm Computing(R) Platform<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>[*]<\/p>\n<table>\n<caption>\n                                                            Not            Included\/      * Brief description<br \/>\n[*]                                         Included        Included       Modified       of modification<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<s>                                         <c>             <c>            <c>            <c><br \/>\n[*]<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Palm Confidential<\/p>\n<p>   40<br \/>\nPalm Computing(R) Platform<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>[*]<\/p>\n<table>\n<caption>\n                                                            Not            Included\/      * Brief description<br \/>\n[*]                                         Included        Included       Modified       of modification<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<s>                                         <c>             <c>            <c>            <c><br \/>\n[*]<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>[*]<\/p>\n<p>                               Palm Confidential<br \/>\n   41<br \/>\nPalm Computing(R) Platform<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>[*]<\/p>\n<table>\n<caption>\n[*]                      BRIEF DESCRIPTION OF FEATURE AND\/OR FUNCTION                    RISK ASSESSMENT<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                      <c>                                                      <c>      <c>      <c><br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                                                  [ ] Low  [ ] Med  [ ] High<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Palm Confidential<br \/>\n   42<br \/>\nPalm Computing(R) Platform<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>[*]<\/p>\n<p>Palm, Inc.<br \/>\n5470 Great America PKWY<br \/>\nSanta Clara, C.A. 95052<\/p>\n<p>www.palm.com<br \/>\nor<br \/>\nwww.palmos.com<\/p>\n<p>PCPLCP 0399 (part Eer?)<\/p>\n<p>Copyright 2000 Palm, Inc or its subsidiaries. All rights reserved. Palm OS,<br \/>\nGraffiti, Hotsync, PalmPoint, PalmModem, Palm OS, and Palm Connect, are<br \/>\nregistered trademarks, and Palm, PalmGlove, iMessenger, Palm Powered, the Palm<br \/>\nlogo and the Palm Powered logo are trademarks of Palm, Inc. or its subsidiaries.<br \/>\nOther product and brand names may be trademarks or registered trademarks of<br \/>\ntheir respective owners. Printed in the U.S.A.<\/p>\n<p>                               Palm Confidential<br \/>\n   43<\/p>\n<p>                                    EXHIBIT C<\/p>\n<p>                            PALM TRADEMARK GUIDELINES<\/p>\n<p>                    PALM, INC. EXTERNAL TRADEMARK GUIDELINES<\/p>\n<p>The Palm Brand Identity is a valuable asset to Palm, Inc. and delivers a unique<br \/>\npromise to its customers: solutions that are simple, elegant, and truly useful.<br \/>\nEveryone &#8211; including Palm licensees, employees, vendors, distributors,<br \/>\nconsultants, partners, and developers &#8211; must be responsible for using Palm<br \/>\ntrademarks, logos, and trade dress correctly everywhere, all the time,<br \/>\ninternally and externally.<\/p>\n<p>These guidelines will help you use Palm trademarks correctly and consistently,<br \/>\nthus increasing the value of these important assets to the entire Palm economy.<br \/>\nPlease read them in their entirety.<\/p>\n<p>THE TOP THREE TRADEMARK RULES<\/p>\n<p>1.       ALWAYS USE PALM TRADEMARKS AS ADJECTIVES FOLLOWED BY APPROPRIATE NOUNS.<br \/>\n         Do not hyphenate trademarks with other words or use them as verbs or<br \/>\n         nouns. The appropriate nouns for the various Palm trademarks are listed<br \/>\n         at the end of this document.<\/p>\n<p>         &#8211;  DON&#8217;T: Use your Palm(TM) to organize all your data.<\/p>\n<p>         &#8211;  DON&#8217;T: HotSync(R) your handheld to backup your data.<\/p>\n<p>         &#8211;  DO: Use your Palm(TM) handheld to organize all your data.<\/p>\n<p>         &#8211;  DO: Perform a HotSync(R) operation to backup your data.<\/p>\n<p>2.       ALWAYS USE THE CORRECT SPELLING AND FORMAT OF TRADEMARKS AND LOGOS WITH<br \/>\n         THE CORRECT TRADEMARK NOTICE SYMBOLS IN SUPERSCRIPT OR SUBSCRIPT. Check<br \/>\n         http:\/\/www.palm.com\/about\/trademark.html for the correct format of Palm<br \/>\n         trademarks. Check the mark owner&#8217;s website for third party marks.<\/p>\n<p>         &#8211;  DON&#8217;T: Use the Hotsync(R) function to back up data.<\/p>\n<p>         &#8211;  DO: Use the HotSync(R) function to back up data.<\/p>\n<p>         &#8211;  DO: Graffiti(R) handwriting recognition software is built into all<br \/>\n            Palm(TM) handhelds.<\/p>\n<p>3.       ALWAYS USE TRADEMARKS, LOGOS, AND TRADE DRESS ONLY IN THE CORRECT<br \/>\n         CONTEXTS. Some brand elements are intended for use only with certain<br \/>\n         products or by particular parties (e.g., Palm only, or Palm and its<br \/>\n         partners).<\/p>\n<p>         &#8211;  DON&#8217;T: Use the Palm corporate logo or trade dress for licensee<br \/>\n            products.<\/p>\n<p>         &#8211;  DO: Use the Palm Powered logo on Palm OS licensee and OEM products.<\/p>\n<p>         &#8211;  DO: Use the Palm Powered Compatible Solution logo on<br \/>\n            compatibility-tested<\/p>\n<p>         &#8211;  software.<\/p>\n<p>         &#8211;  DO: Use the Designed for Palm Handhelds logo on approved<br \/>\n            hardware\/accessories.<\/p>\n<p>DEVELOPER NAMES<\/p>\n<p>Third parties should not include &#8220;Palm&#8221; as part of their company, product,<br \/>\nservice, and domain or institution names. Palm will not partner with or promote<br \/>\ncompanies that do so. Rather than use names like &#8220;PalmChess&#8221; or &#8220;PalmDatacenter&#8221;<br \/>\nto show a relation to Palm or its products, third parties should use one of<br \/>\nthese approved taglines:<\/p>\n<p>      &#8211; &#8220;for Palm OS(R)&#8221;                 &#8211; &#8220;for Palm(TM) handhelds&#8221;<br \/>\n      &#8211; &#8220;for Palm OS(R) handhelds&#8221;       &#8211; &#8220;for Palm Powered(TM) handhelds&#8221;<\/p>\n<p>After passing compatibility testing and signing the appropriate agreements,<br \/>\nthird parties may also use the Palm Powered Compatible Solution logo on software<br \/>\nand the Designed for Palm Handhelds logo on hardware and accessories.<\/p>\n<p>Third-party websites should not use &#8220;Palm&#8221; as part of their top-level domain<br \/>\nnames. After signing a no-fee license agreement, they can use &#8220;PalmOS&#8221; as part<br \/>\nof their top-level domain names. They can also use &#8220;Palm&#8221; or &#8220;PalmOS&#8221; as<br \/>\ninternal parts of URLs without permission as long as such use is not likely to<br \/>\nsuggest sponsorship by, or affiliation with, Palm.<\/p>\n<p>      &#8211;  DON&#8217;T: www.PalmCentral.com<\/p>\n<p>      &#8211;  DO: www.PalmOSCentral.com (only under royalty-free license from Palm)<\/p>\n<p>      &#8211;  DO: www.adobe.com\/products\/acrobat\/ReaderforPalmOS<\/p>\n<p>NOTICE SYMBOLS<\/p>\n<p>To put the world on notice that Palm claims exclusive rights in its trademarks,<br \/>\nplease use the notice symbol (R) to indicate registered trademarks and (TM) to<br \/>\nindicate unregistered trademarks. Wherever possible, trademark notice symbols<br \/>\nshould be superscripted after word marks and subscripted after logos. If<br \/>\nsuperscript or subscript is not available or may not be transmitted correctly<br \/>\n(e.g., in email), use parentheses: (TM) and (R). Notice symbols should ALWAYS<br \/>\nappear with Palm logos. Generally, notice symbols should appear with Palm word<br \/>\nmarks in their first AND most prominent occurrence in a document. If a<br \/>\nparticular page is likely to be separated from the whole, such as a chart or<br \/>\npresentation slide, mark the first and most prominent occurrence in EVERY PAGE.<\/p>\n<p>NON-TRADEMARK USES<\/p>\n<p>Trademark notice symbols are used with words only when they function as<br \/>\ntrademarks to identify a product or service offered for sale, not when the words<br \/>\nare used as company names or in other ways. For example:<\/p>\n<p>        &#8211;       &#8220;QUICKLY ENTER TEXT USING THE PALM(TM) PORTABLE KEYBOARD.&#8221; Use a<br \/>\n                TM symbol because the portable keyboard is a product offered for<br \/>\n                sale.<\/p>\n<p>        &#8211;       &#8220;PALM EMPLOYEES SHOULD WEAR PALM BLUE TO TRADE SHOWS.&#8221; Do not<br \/>\n                use a TM symbol because &#8220;employees&#8221; and &#8220;Blue&#8221; are not products<br \/>\n                offered for sale.<\/p>\n<p>        &#8211;       &#8220;PALM IS THE LEADING MANUFACTURER OF HANDHELD COMPUTERS.&#8221; Do not<br \/>\n                use a TM symbol because &#8220;Palm&#8221; is used as a company name.<\/p>\n<p>TRADEMARK ATTRIBUTION BLOCKS<\/p>\n<p>In order to protect Palm, Inc.&#8217;s valuable intellectual property rights, all<br \/>\npublicly distributed communications mentioning Palm trademarks should include an<br \/>\nattribution block. Communications containing most or all of the Palm trademarks<br \/>\nshould follow the LONG-FORM FORMAT:<\/p>\n<p>      Palm OS, Palm Computing, HandFAX, HandSTAMP, HandWEB, Graffiti, HotSync,<br \/>\n      iMessenger, MultiMail, Palm.Net, PalmPak, PalmConnect, PalmGlove,<br \/>\n      PalmModem, PalmPoint, PalmPrint, and PalmSource are registered trademarks<br \/>\n      of Palm, Inc. Palm, the Palm logo, MyPalm, PalmGear, PalmPix, PalmPower,<br \/>\n      AnyDay, EventClub, HandMAIL, the HotSync logo, PalmGlove, Palm Powered,<br \/>\n      the Palm trade dress, Smartcode, Simply Palm, WeSync and Wireless Refresh<br \/>\n      are trademarks of Palm, Inc.<\/p>\n<p>Of course, the attribution block may be shortened by removing any trademarks<br \/>\nthat are not referenced in a particular communication. For example, an<br \/>\nadvertisement containing references to HotSync technology, the Palm OS Platform,<br \/>\na photo of a Palm m100 handheld and featuring the Palm Powered logo should<br \/>\ncontain an attribution block following the SHORT-FORM FORMAT:<\/p>\n<p>      HotSync and Palm OS are registered trademarks of Palm, Inc. Palm, the Palm<br \/>\n      logo and Palm Powered and the Palm Powered logo are trademarks of Palm,<br \/>\n      Inc.<\/p>\n<p>Again, this format should be revised to include ONLY the trademarks actually<br \/>\nused in a particular document.<\/p>\n<p>A frequently UPDATED COPY of the Palm trademark attribution block can be found<br \/>\nat:<\/p>\n<p>       http:\/\/www.palm.com\/about\/trademark.html<\/p>\n<p>PALM TRADE DRESS<\/p>\n<p>Palm&#8217;s trade dress is the visual vocabulary of the Palm brand and includes the<br \/>\nlook and feel of packaging and web properties, the distinctive blue, silver and<br \/>\nblack color combinations, typography, locator ring and orbit, product designs,<br \/>\nand handheld icons (Address Book, Memo, Home, Find, HotSync, etc.). Palm rarely<br \/>\nallows third parties to use its trade dress, and then only under restrictive<br \/>\ncobranding contracts.<\/p>\n<p>PALM LOGOS<\/p>\n<p>Palm logos should be reproduced exactly as specified in the Palm Brand Identity<br \/>\nGuidelines booklet or CD. The Palm corporate logo should be used only by Palm,<br \/>\nInc. and its authorized agents, resellers, and distributors to promote Palm and<br \/>\nPalm products. Palm logos should never be inserted into text, headlines, or body<br \/>\ncopy. In some instances, Palm, Inc. will allow third parties that sign a linking<br \/>\nagreement to use a small version of the Palm logo as a hyperlink to the Palm.com<br \/>\nwebsite.<\/p>\n<p>TRADEMARK GUIDELINES<\/p>\n<p>These EXTERNAL TRADEMARK GUIDELINES are for distribution to all third parties,<br \/>\nincluding Palm licensees, partners, resellers. When these guidelines are<br \/>\nrevised, the UPDATED VERSION will be posted at:<\/p>\n<p>      http:\/\/www.palm.com\/about\/trademark.html<\/p>\n<p>Palm employees may download copies of Palm&#8217;s INTERNAL TRADEMARK GUIDELINES from<br \/>\nthe legal section of Palm&#8217;s intranet.<\/p>\n<p>For materials distributed only in a SPECIFIC COUNTRY, copies of GUIDELINES, to<br \/>\nreport VIOLATIONS of these guidelines or for questions regarding Palm<br \/>\ntrademarks, please contact:<\/p>\n<p>     JASON FIRTH                           VELINDA GALVIN<br \/>\n     Senior Trademark Counsel              IP Paralegal<br \/>\n     408-878-2751                or        408-878-2748<br \/>\n     trademarks@corp.palm.com              trademarks@corp.palm.com<\/p>\n<p>ADDITIONAL TRADEMARK RULES<\/p>\n<p>NEVER USE TRADEMARKS AS POSSESSIVES.<br \/>\n      &#8211;  DON&#8217;T: Compare iMessenger&#8217;s(TM) features.<\/p>\n<p>      &#8211;  DO: Compare features of the iMessenger(TM) application.<\/p>\n<p>NEVER PLURALIZE TRADEMARKS.<br \/>\n      &#8211;  DON&#8217;T: Palms(TM) feature backlit screens.<\/p>\n<p>      &#8211;  DO: Palm(TM) handhelds feature backlit screens.<\/p>\n<p>NEVER HYPHENATE TRADEMARKS.<br \/>\n      &#8211;  DON&#8217;T: HotSync(R)-enabled handhelds can synchronize remotely.<\/p>\n<p>      &#8211;  DO: HotSync(R) technology enables remote synchronization.<\/p>\n<p>NEVER EMPHASIZE THE DESCRIPTIVE ASPECTS OF TRADEMARKS.<br \/>\n      &#8211;  DON&#8217;T: The Palm(TM) Vx handheld easily fits in your palm.<\/p>\n<p>      &#8211;  DON&#8217;T: We put information in the palm of your hand.<\/p>\n<p>      &#8211;  DO: The Palm(TM) Vx handheld easily fits in a shirt pocket.<\/p>\n<p>      &#8211;  DO: We put information at your fingertips.<\/p>\n<p>TRADEMARK AND NOUN LIST<\/p>\n<p>Below is a list of Palm trademarks along with the nouns with which the marks are<br \/>\ncommonly used. All nouns should appear in lowercase except where accepted<br \/>\ncapitalization rules dictate otherwise (headings, titles, etc.). The nouns may<br \/>\nbe pluralized when necessary. The (TM) and (R) symbols reflect the trademark<br \/>\nregistration status in the U.S. Trademark Office.<\/p>\n<p>ANYDAY(TM)<br \/>\n &#8211; services<\/p>\n<p>GRAFFITI(R)<br \/>\n &#8211; alphabet<br \/>\n &#8211; character<br \/>\n &#8211; command stroke<br \/>\n &#8211; handwriting recognition software<br \/>\n &#8211; power writing software<br \/>\n &#8211; writing area<\/p>\n<p>HOTSYNC(R)<br \/>\n &#8211; button<br \/>\n &#8211; cable<br \/>\n &#8211; cradle<br \/>\n &#8211; icon<br \/>\n &#8211; manager<br \/>\n &#8211; operation<br \/>\n &#8211; server<br \/>\n &#8211; technology<\/p>\n<p>IMESSENGER(R)<br \/>\n &#8211; application<br \/>\n &#8211; message<\/p>\n<p>MULTIMAIL(R)<br \/>\n &#8211; software<br \/>\n &#8211; professional email software<\/p>\n<p>MYPALM(TM)<br \/>\n &#8211; web clipping application<br \/>\n &#8211; services<\/p>\n<p>PALM(TM)<br \/>\n &#8211; accessory<br \/>\n &#8211; handheld<br \/>\n &#8211; handheld computer<br \/>\n &#8211; products<br \/>\n &#8211; software<\/p>\n<p>PALMCONNECT(R)<br \/>\n &#8211; Serial Kit<br \/>\n &#8211; USB Kit<\/p>\n<p>PALMGLOVE(TM)<br \/>\n &#8211; Case<\/p>\n<p>PALMMODEM(R)<br \/>\n &#8211; AC adapter<br \/>\n &#8211; connectivity kit<br \/>\n &#8211; accessory<\/p>\n<p>PALM.NET(R)<br \/>\n &#8211; account<br \/>\n &#8211; service<\/p>\n<p>PALMPAK(R)<br \/>\n &#8211; expansion card<\/p>\n<p>PALM OS(R)<br \/>\n &#8211; platform<br \/>\n &#8211; software<br \/>\n &#8211; handheld<\/p>\n<p>PALMPOINT(R)<br \/>\n &#8211; dual action stylus<\/p>\n<p>PALM POWERED(TM)<br \/>\n &#8211; handheld<br \/>\n &#8211; handheld computer<br \/>\n &#8211; mobile phone<br \/>\n &#8211; smart phone<br \/>\n &#8211; solution<\/p>\n<p>PALMSOURCE(R)<br \/>\n &#8211; conference<\/p>\n<p>Page 36<br \/>\n   44<br \/>\n                                   EXHIBIT C<\/p>\n<p>                           PALM TRADEMARK GUIDELINES<\/p>\n<p>[PALM POWERED LOGO]<\/p>\n<p>                                        Hardware Logo<br \/>\n                                        Placement<br \/>\n                                        Guidelines<\/p>\n<p>Palm, Inc.<br \/>\n5470 Great America Parkway<br \/>\nSanta Clara CA 95052<br \/>\n408.326.9000<br \/>\nwww.palm.com<\/p>\n<p>(C) 2000 Palm, Inc. All rights reserved. Palm OS                     [PALM LOGO]<br \/>\nis a registered trademark, and Palm, Palm<br \/>\nPowered, the Palm logo, and the Palm Powered<br \/>\nlogo are trademarks of Palm, Inc. or its<br \/>\nsubsidiaries.<\/p>\n<p>   45<br \/>\n[PALM LOGO]<\/p>\n<p>Introduction<\/p>\n<p>PALM POWERED(TM) BRAND IDENTITY<\/p>\n<p>The Palm OS(R) platform, the foundation for a whole range of handheld devices<br \/>\nfrom Palm, Inc. and its licensees, as well as for thousands of applications from<br \/>\nsoftware developers, is the fastest growing handheld computing platform in<br \/>\nhistory. As a licensee of the Palm OS, you are contributing immensely to its<br \/>\nsuccess.<\/p>\n<p>To help you and your products be successful and to protect the investment in our<br \/>\nown trademark and branding efforts, we are supplying you with these logo<br \/>\nguidelines to ensure the protection and maintenance of the Palm Powered(TM)<br \/>\nbrand identity.<\/p>\n<p>The Palm Powered logo lets customers know that a product or technology is<br \/>\ndesigned for, and runs on the Palm OS platform. These guidelines will explain<br \/>\nhow the Palm Powered logos are to be used.<\/p>\n<p>Please take a moment to review these materials and contact Joyce Morrell,<br \/>\njoyce_morrell@palm.com, or Dawn Andersen, dawn_andersen@palm.com, with any<br \/>\nquestions you may have regarding your company&#8217;s proposed use of trademarks and<br \/>\nother marketing elements.<\/p>\n<p>Palm Powered(TM) Logo Usage on Hardware<\/p>\n<p>WHO CAN USE IT<\/p>\n<p>The Palm Powered(TM) logo is to be used exclusively by the official licensees<br \/>\nof the Palm OS(R), and by Palm&#8217;s OEM partners. Corporations wishing to use<br \/>\nthis mark must have a licensing or OEM agreement with Palm, Inc. Terms may vary.<\/p>\n<p>2<\/p>\n<p>   46<br \/>\n[PALM LOGO]  <\/p>\n<p>LOGO USAGE ENVIRONMENT CONSTRAINTS<\/p>\n<p>The Palm Powered(TM) logo can only co-exist with the brand or logo of the<br \/>\ncompany manufacturing the product, or with the individual name or brand of this<br \/>\nproduct, and the company providing wireless service. It cannot co-exist with<br \/>\nother operating system names.<\/p>\n<p>Palm Powered logos should be reproduced exactly as specified in this document.<br \/>\nThe Palm Powered logo should only be used by authorized agents to promote the<br \/>\nPalm OS(R) software within devices. The Palm Powered logo should never be<br \/>\ninserted into text, headlines, or body copy.<\/p>\n<p>REMEMBER:<\/p>\n<p>1. You may only use the logo as a symbol that your product operates on the Palm<br \/>\nOS. You may not imply that Palm in any way endorses your product.<\/p>\n<p>2. Use of this logo must be associated with a specific product, not a company or<br \/>\ncompany brand. Use of the logo implies the product meets minimum compatibility<br \/>\nstandards. The use of this logo does not imply product endorsement by Palm, nor<br \/>\ndoes it imply quality standards for products based on the Palm OS.<\/p>\n<p>3. You may not alter the logo in any way.<\/p>\n<p>WHERE TO USE THE PALM POWERED(TM) LOGO<\/p>\n<p>USE THE LOGO ON THE FRONT AND\/OR BACK OF THE HARDWARE DEVICE ITSELF.<\/p>\n<p>The Palm Powered(TM) logo is to be used on all hardware devices based on the<br \/>\nPalm OS(R) platform. The recommended placement is on the front and\/or back of<br \/>\nthe hardware device, to help customers recognize that the device operates on the<br \/>\nPalm OS platform.<\/p>\n<p>     [PICTURE OF FRONT OF PALM]              [PICTURE OF BACK OF PALM]<br \/>\n          FRONT OF DEVICE                         BACK OF DEVICE<\/p>\n<p>             FRONT OF                                 BACK OF<br \/>\n              DEVICE                                  DEVICE<br \/>\n     [PICTURE OF FRONT OF DEVICE]           [PICTURE OF BACK OF PALM] <\/p>\n<p>4<br \/>\n   47<br \/>\n[PALM LOGO]<\/p>\n<p>LOGO USE ON HARDWARE DEVICES<\/p>\n<p>PALM POWERED(TM) LOGO<\/p>\n<p>The Palm Powered logo has been designed to convey a strong and direct message in<br \/>\nan elegant and compact shape, easy to fit and to render on the limited space of<br \/>\nhardware devices. It is meant to indicate that the product which bears the logo<br \/>\nwill provide its owner with the unique user experience associated with the Palm<br \/>\nOS(R) platform.<\/p>\n<p>[PALM POWERED LOGO]   RESTRICTED LOGO<\/p>\n<p>                      PalmPWR__RSTR.eps<br \/>\n                      Limited-use logo. For use on hardware<br \/>\n                      devices only.<\/p>\n<p>[PALM POWERED LOGO]   RESTRICTED LOGO REVERSED<\/p>\n<p>                      PalmPWR__RSTRREV.eps<br \/>\n                      Limited-use logo. Use when printing on<br \/>\n                      a colored device. For use on hardware<br \/>\n                      devices only.<\/p>\n<p>BACKGROUNDS<\/p>\n<p>On colored devices [e.g., where color might show through the logo], use the Palm<br \/>\nPowered(TM) restricted logo reversed only.<\/p>\n<p>     [PICTURE OF FRONT OF PALM]              [PICTURE OF BACK OF PALM]<br \/>\n          FRONT OF DEVICE                         BACK OF DEVICE<\/p>\n<p>             FRONT OF                                 BACK OF<br \/>\n              DEVICE                                  DEVICE<br \/>\n     [PICTURE OF FRONT OF DEVICE]           [PICTURE OF BACK OF PALM] <\/p>\n<p>All electronic files are Adobe Illustrator(+) 7.0 EPS format.<\/p>\n<p>6<br \/>\n   48<br \/>\n[PALM LOGO]<\/p>\n<p>CLEAR SPACE AND SIZING<\/p>\n<p>CLEAR SPACE IN RELATION TO OTHER LOGOS<\/p>\n<p>The Palm Powered(TM) logo must stand alone and should be located in either the<br \/>\ntop left, center column, or bottom right of any given layout. Use the height of<br \/>\nthe &#8220;l&#8221; to measure the minimum clear space distance around the logo to ensure<br \/>\nthat the logo appears in a clear visual field. No other object such as type,<br \/>\nphotography, borders, or edges, etc. may appear in the empty space.<\/p>\n<p>[LAYOUT]    [PALM POWERED LOGO]     [LAYOUT]    [PALM POWERED LOGO]<\/p>\n<p>[LAYOUT]    [PALM POWERED LOGO]<\/p>\n<p>SIZING<\/p>\n<p>The Palm Powered(TM) logo should not be scaled below .25 x .625 inches (.635 x<br \/>\n1.587 cm). The Palm Powered logo can be scaled up to any size that doesn&#8217;t break<br \/>\nthe clear space rule.<\/p>\n<p>When scaling the Palm Powered logo, the outer stroke weight should remain .25<br \/>\npoints.<\/p>\n<p>[PALM POWERED LOGO]    .25 inches<br \/>\n                       .635 cm<\/p>\n<p>.625 inches<br \/>\n1.587 cm<\/p>\n<p>BACKGROUNDS<\/p>\n<p>On colored devices [e.g., where color might show through the logo], use the Palm<br \/>\nPowered(TM) restricted logo reversed only.<\/p>\n<p>[PALM POWERED LOGO]<\/p>\n<p>8<br \/>\n   49<br \/>\n[PALM LOGO]<\/p>\n<p>LOGO USAGE DON&#8217;TS<\/p>\n<p>Don&#8217;t combine the logo with any other feature including, but not limited to,<br \/>\nother logos, words, graphics, photos, slogans, headlines, numbers, design<br \/>\nfeatures, or symbols.<\/p>\n<p>                            [PALM POWERED LOGO] group<\/p>\n<p>                 DON&#8217;T combine the logo with any other feature.<\/p>\n<p>                         [HORIZONTAL PALM POWERED LOGO]<\/p>\n<p>                 DON&#8217;T alter horizontal orientation of the logo.<\/p>\n<p>[PALM POWERED LOGO]                          [PALM POWERED LOGO]<br \/>\nDON&#8217;T leave off word mark [(TM)].            DON&#8217;T alter stroke weight.<\/p>\n<p>[PALM POWERED LOGO]                          [PALM POWERED LOGO]<br \/>\nDON&#8217;T scale logo disproportionately.         DON&#8217;T use when printing on a<br \/>\n                                             colored device.<\/p>\n<p>10<br \/>\n   50<br \/>\n[PALM POWERED LOGO]                     Marketing<br \/>\n                                        Communications<br \/>\n                                        Guidelines<\/p>\n<p>Palm, Inc.<\/p>\n<p>5470 Great America Parkway<br \/>\nSanta Clara CA 95052<br \/>\n408.326.9000<br \/>\nwww.palm.com<\/p>\n<p>(C) 2000 Palm, Inc. All rights reserved. Palm OS             [PALM POWERED LOGO]<br \/>\nis a registered trademark, and Palm, Palm<br \/>\nPowered, the Palm logo, and the Palm Powered<br \/>\nlogo are trademarks of Palm, Inc. or its<br \/>\nsubsidiaries.<\/p>\n<p>   51<br \/>\n                                                             [PALM POWERED LOGO]<\/p>\n<p>CONTENTS<\/p>\n<table>\n<s>                                      <c><br \/>\nIntroduction                              1<\/p>\n<p>Palm Powered(TM) Logo Usage               2<\/p>\n<p>Logo Usage Environment Constraints        3<\/p>\n<p>Logos: Where and How to Use Them          6<\/p>\n<p>Clear Space and Sizing                    8<\/p>\n<p>Logo Usage Don&#8217;ts                        10<br \/>\n<\/c><\/s><\/table>\n<p>INTRODUCTION<\/p>\n<p>PALM POWERED(TM)<br \/>\nBRAND IDENTITY<\/p>\n<p>The Palm OS(R) platform &#8212; the foundation for a whole range of handheld devices<br \/>\nfrom Palm, Inc. and its licensees, as well as for thousands of applications from<br \/>\nsoftware developers &#8212; is the fastest growing handheld computing platform in<br \/>\nhistory. As a licensee of the Palm OS, you are contributing immensely to its<br \/>\nsuccess.<\/p>\n<p>To help you and your products be successful and to protect the investment in our<br \/>\nown trademark and branding efforts, we are supplying you with these guidelines<br \/>\nto ensure the protection and maintenance of the Palm Powered(TM) brand identity.<\/p>\n<p>The Palm Powered logo lets customers know that a product or technology is<br \/>\ndesigned for, and runs on the Palm OS platform. These guidelines will explain<br \/>\nhow the Palm Powered logos are to be used.<\/p>\n<p>Please take a moment to review these materials and contact Joyce Morrell,<br \/>\njoyce_morrell@palm.com, or Dawn Andersen, dawn_andersen@palm.com, with any<br \/>\nquestions you may have regarding your company&#8217;s proposed use of trademarks and<br \/>\nother marketing elements.<\/p>\n<p>                                                                               1<br \/>\n   52<br \/>\n[PALM LOGO]<\/p>\n<p>PALM POWERED(TM) LOGO USAGE<\/p>\n<p>WHO CAN USE IT<\/p>\n<p>The Palm Powered(TM) logo is to be used exclusively by the official licensees<br \/>\nof the Palm OS(R) platform, and by Palm&#8217;s OEM partners. Corporations wishing<br \/>\nto use this mark must have a licensing or OEM agreement with Palm, Inc. Terms<br \/>\nmay vary.<\/p>\n<p>LOGO USAGE ENVIRONMENT CONSTRAINTS<\/p>\n<p>The Palm Powered(TM) logo can only co-exist with the brand of the company<br \/>\nmanufacturing the product, or with the individual name or brand of this product,<br \/>\nand the company providing wireless service. It cannot co-exist with other<br \/>\noperating system names.<\/p>\n<p>The Palm Powered logo should be reproduced exactly as specified in this<br \/>\ndocument. The Palm Powered logo should only be used by authorized agents to<br \/>\npromote the Palm OS(R) software within devices. The Palm Powered logo should<br \/>\nnever be inserted into text, headlines, or body copy.<\/p>\n<p>REMEMBER:<\/p>\n<p>1. You may only use the logo as a symbol that your product operates on the Palm<br \/>\nOS. You may not imply that Palm in any way endorses your product.<\/p>\n<p>2. Use of this logo must be associated with a specific product, not a company or<br \/>\ncompany brand, and implies the product meets minimum compatibility standards.<br \/>\nThe use of this logo does not imply product endorsement by Palm, nor does it<br \/>\nimply quality standards for products based on the Palm OS.<\/p>\n<p>3. You may not alter the logo in anyway.<\/p>\n<p>   53<br \/>\n[PALM LOGO]<\/p>\n<p>LOGOS: WHERE &amp; HOW TO USE THEM<\/p>\n<p>WHERE TO USE THE<br \/>\nPALM POWERED(R) LOGO<\/p>\n<p>&#8211;  PACKAGING AND MERCHANDISING LOGO PLACEMENT<\/p>\n<p>The Palm Powered(TM) logo is to be used on at least one side of the packaging<br \/>\nof hardware devices based on the Palm OS(R). The recommended placement is on<br \/>\nthe main side of the packaging, to help customers recognize that the device<br \/>\noperates on the Palm OS platform. For the same reasons, we recommend placement<br \/>\nof the Palm Powered logo on merchandising materials promoting hardware devices<br \/>\noperating on the Palm OS platform. The Palm Powered logo should also be used on<br \/>\ndocumentation and in manuals.<\/p>\n<p>                             Packaging<br \/>\n                             Side View            [PICTURE OF PACKAGE WITH LOGO]<\/p>\n<p>Packaging<br \/>\nFront View<\/p>\n<p>[PICTURE OF PACKAGE WITH LOGO]<\/p>\n<p>&#8211; ADVERTISING USAGE<\/p>\n<p>The Palm Powered(TM) logo is to be used as an ingredient branding feature.<\/p>\n<p>&#8211; WEBSITE USAGE<\/p>\n<p>When promoting a Palm Powered device on the web, we recommend the use of the<br \/>\nPalm Powered logo, along with the product brand or name.<\/p>\n<p>&#8211; REFERENCING PALM (THE COMPANY, PRODUCTS AND OS(R)) IN YOUR COPY<\/p>\n<p>Please use the preferred formal pairing of trademark and descriptive noun:<\/p>\n<p>When referring to Palm, Inc. branded products:<\/p>\n<p>&#8211; use &#8220;Palm(TM) handhelds&#8221;<\/p>\n<p>When referring to Licensee\/OEM handheld products using the Palm OS:<\/p>\n<p>&#8211; use &#8220;Palm Powered(TM) handhelds&#8221;<\/p>\n<p>When referring to Licensee\/OEM non-handheld products using the Palm OS(R)<br \/>\n[e.g., phone &#8211; wireless or mobile]:<\/p>\n<p>&#8211; use &#8220;Palm Powered(TM) devices&#8221;<\/p>\n<p>FOR MINIMUM SIZE REQUIREMENTS PLEASE REFER TO LOGO SIZING ON PAGE 8.<\/p>\n<p>4<br \/>\n   54<br \/>\n[PALM LOGO]<\/p>\n<p>LOGOS: WHERE AND HOW TO USE THEM<\/p>\n<p>PALM POWERED(TM) LOGO<\/p>\n<p>The Palm Powered(TM) logo has been designed to convey a strong and direct<br \/>\nmessage. Its elegant and compact shape is easy to fit and to render on the<br \/>\nlimited space of hardware devices and in printed materials. It is aimed at<br \/>\nindicating that the product which bears it will provide its owner with the<br \/>\nunique user experience associated with the Palm OS(R) platform.<\/p>\n<p>[PALM POWERED LOGO]     2-COLOR LOGO*<br \/>\n                        PalmPWR__2C.eps<br \/>\n                        Use whenever possible [e.g., printed materials,<br \/>\n                        collateral, point of purchase materials, advertising<br \/>\n                        presentation, web site].<\/p>\n<p>[PALM POWERED LOGO]     CMYK LOGO<br \/>\n                        PalmPWR_CMYK.eps<br \/>\n                        Logo to use when spot colors are not available for<br \/>\n                        printing [e.g., magazine advertisement, same as<br \/>\n                        2-color].<\/p>\n<p>[PALM POWERED LOGO]     RGB LOGO<br \/>\n                        PalmPWR__RGB.eps<br \/>\n                        Logo to use for onscreen viewing [e.g., PowerPoint<br \/>\n                        presentation, web site].<\/p>\n<p>[PALM POWERED LOGO]     B\/W LOGO<br \/>\n                        PalmPWR__BW.eps<\/p>\n<p>                        Logo to use when no colors are available for printing<br \/>\n                        [e.g., newspaper advertisement].<\/p>\n<p>ALL ELECTRONIC FILES ARE ADOBE ILLUSTRATOR(R) 7.0 EPS FORMAT.<\/p>\n<p>* Please note that the Palm 2-Color Logo appears B&amp;W onscreen but will print<br \/>\ncolor separations correctly if black is set to overprint.<\/p>\n<p>6<br \/>\n   55<\/p>\n<p>[PALM LOGO]<\/p>\n<p>LOGO SIZING<\/p>\n<p>SIZING<\/p>\n<p>When using the Palm Powered(TM) logo on a standard page size 8 1\/2&#8243; x 11&#8243; or A4,<br \/>\nprinted materials, advertisements, collateral, and packaging, the minimum size<br \/>\nof the logo should be no smaller than .4375 x 1.062 inches (1.1 x 2.7 cm). The<br \/>\nPalm Powered logo can be scaled up to any size that does not break the clear<br \/>\nspace rule.<\/p>\n<p>[PALM POWERED LOGO]    .4375 inches<br \/>\n                       1.1 cm<br \/>\n1.062 inches<br \/>\n2.7 cm<\/p>\n<p>In all other instances e.g., hardware, presentations, and web site, the Palm<br \/>\nPowered logo should not be scaled below .25 x .625 inches (.635 x 1.587 cm).<\/p>\n<p>[PALM POWERED LOGO]    .25 inches<br \/>\n                       .635 cm<br \/>\n.625 inches<br \/>\n1.587 cm<\/p>\n<p>When scaling the Palm Powered logo, the outer stroke weight should remain .25<br \/>\npoints.<\/p>\n<p>LOGO CLEAR SPACE<\/p>\n<p>[LAYOUT]                        CLEAR SPACE IN RELATION TO<br \/>\n                                OTHER LOGOS<\/p>\n<p>                                The Palm Powered(TM) logo must stand alone and<br \/>\n                                should be located in either the top left, center<br \/>\n                                column, or bottom right of any given layout. Use<br \/>\n                                the height of the &#8220;l&#8221; to measure the minimum<br \/>\n                                clear space distance around the logo. This is to<br \/>\n                                ensure that the logo appears in a clear visual<br \/>\n                                field. No other object such as type,<br \/>\n                                photography, borders, or edges, may appear in<br \/>\n[LAYOUT]                        the empty space.<\/p>\n<p>[LAYOUT]<\/p>\n<p>8<br \/>\n   56<br \/>\n[PALM LOGO]<\/p>\n<p>LOGO USAGE DON&#8217;TS<\/p>\n<p>You may not combine the logo with any other feature including, but not limited<br \/>\nto, other logos, words, graphics, photos, slogans, headlines, numbers, design<br \/>\nfeatures, or symbols.<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T scale logo disproportionately.<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T leave off word mark [(TM)].<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T alter stroke weight.<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T alter horizontal orientation of the logo.<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T add a dropshadow or alter logo.<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T use logo as pattern, or use slanted.<\/p>\n<p>                              [PALM POWERED LOGO]<\/p>\n<p>DON&#8217;T change opacity of logo or print on a colored background.<\/p>\n<p>10<br \/>\n   57<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>                                    EXHIBIT D<\/p>\n<p>                               ROYALTIES AND FEES<\/p>\n<p>[*]<\/p>\n<p>Page 37<br \/>\n   58<\/p>\n<p>EXHIBIT E<\/p>\n<p>                              PALM SUPPORT SERVICES<\/p>\n<p>1. Definitions.<\/p>\n<p>&#8220;Severity One&#8221; Support is defined as support required to address a fatal program<br \/>\nerror in the Palm Software which has a critical business impact and precludes<br \/>\nsignificant useful work from being done or, significantly precludes developer<br \/>\nand\/or end-user operations.<\/p>\n<p>&#8220;Severity Two&#8221; Support is defined as support required to address a program error<br \/>\nin the Palm Software which has a significant business impact where important<br \/>\nfeatures are unavailable with no acceptable workaround and development<br \/>\noperations are seriously impaired.<\/p>\n<p>&#8220;Severity Three&#8221; Support is defined as support required to address a program<br \/>\nerror in the Palm Software with some business impact, such as important features<br \/>\nunavailable but a workaround is available or less significant features are<br \/>\nunavailable with no reasonable workaround.<\/p>\n<p>2. Support Response Times. The parties shall promptly agree in good faith to<br \/>\nshare any information and\/or documentation which may be required to permit Palm<br \/>\nto identify and resolve any development support requests. The support response<br \/>\nperiod begins after Palm (a) has enough information to profile the reported<br \/>\nerror and (b) can recreate the reported error or has access to a facility where<br \/>\nthe error can be recreated (&#8220;Start Date&#8221;). Palm agrees to use commercially<br \/>\nreasonable efforts to recreate the reported error and respond based on the<br \/>\nfollowing timetable:<\/p>\n<p>       &#8220;Severity One&#8221; Support. Palm shall use reasonable commercial efforts to<br \/>\nresolve or reduce the severity via workaround and\/or patch within two (2)<br \/>\nbusiness days of the Start Date, or if unable to resolve such problem within<br \/>\nsuch timeframe, Palm shall provide its action plan within such timeframe and<br \/>\nprovide regular status updates. A final resolution shall be identified in the<br \/>\naction plan. Palm and Licensee problem managers shall review incident after two<br \/>\n(2) business days and every two (2) business days thereafter until the error has<br \/>\nbeen resolved.<\/p>\n<p>       &#8220;Severity Two&#8221; Support. Palm shall use reasonable commercial efforts to<br \/>\nresolve or reduce the severity via workaround and\/or patch within five (5)<br \/>\nbusiness days of the Start Date, or if unable to resolve such problem within<br \/>\nsuch timeframe, Palm shall provide its action plan within such timeframe and<br \/>\nprovide regular status updates. Palm and Licensee problem managers shall review<br \/>\nincident after five (5) business days. A final engineering resolution shall be<br \/>\nidentified in the action plan.<\/p>\n<p>       &#8220;Severity Three&#8221; Support. Palm shall use reasonable commercial efforts to<br \/>\nacknowledge the error within ten (10) business days of receipt of notice. Palm<br \/>\nshall<\/p>\n<p>Page 38<br \/>\n   59<\/p>\n<p>provide a final engineering resolution within three (3) months or next scheduled<br \/>\nrelease, whichever is sooner.<\/p>\n<p>       So long as Palm is using reasonable commercial efforts to recreate<br \/>\nreported errors and resolve or reduce Severity One and Severity Two problems in<br \/>\naccordance with the action plan provided, Palm&#8217;s inability to resolve such<br \/>\nproblems within the timeframes stated herein or the action plan shall not be<br \/>\ndeemed a material breach of Section 6.1 or any other provision of the Agreement.<br \/>\nThe prescribed support response times above may be extended as mutually agreed,<br \/>\nsuch agreement not to be unreasonably withheld, e.g., if resolution of the<br \/>\nproblem requires timely hardware certification or test, or if resolution<br \/>\nrepresents significant risk to the essential functions. Any support requests<br \/>\nthat are attributable to any matters other than errors in the unmodified Palm<br \/>\nSoftware provided by Palm to Licensee hereunder are subject to billing at Palm&#8217;s<br \/>\nstandard time and materials rates.<\/p>\n<p>       3. Support Evaluation. The parties will attempt in good faith to promptly<br \/>\nresolve any controversy or claim relating to performance of the technical<br \/>\nsupport assistance provided by Palm under this Agreement. Each party may request<br \/>\nthe other party to involve appropriate senior executives of such other party who<br \/>\nshall have the authority to resolve the matter.<\/p>\n<p>Page 39<br \/>\n   60<\/p>\n<p>                                   EXHIBIT F-1<\/p>\n<p>                MINIMUM TERMS AND CONDITIONS OF END USER LICENSE<\/p>\n<p>       1. _________________ (&#8220;Licensor&#8221;) grants the end user (&#8220;End User&#8221;) a<br \/>\nnonexclusive license to use the software accompanying the Licensor Product<br \/>\n(&#8220;Software&#8221;). With respect to the Licensor Product Desktop Applications, End<br \/>\nUser may reproduce and provide one (1) copy of such Software for each personal<br \/>\ncomputer or Licensor Product on which such Software is used as permitted<br \/>\nhereunder. With respect to the Licensor Product Platform Software, End User may<br \/>\nuse such Software only on one (1) Licensor Product. End User may assign its<br \/>\nright under the End User License Agreement to an assignee of all of End User&#8217;s<br \/>\nrights and interest to the Software only if End User transfers all copies of the<br \/>\nSoftware subject to the End User License Agreement to such assignee and such<br \/>\nassignee agrees in writing to be bound by all the terms and conditions of the<br \/>\nEnd User License Agreement.<\/p>\n<p>       2. End User agrees not to reverse engineer, decompile or disassemble the<br \/>\nSoftware. End User will not copy the Software except as necessary to use it in<br \/>\naccordance with this End User License Agreement. End User agrees that any such<br \/>\ncopies of the Software shall contain the same proprietary notices which appear<br \/>\non and in the original copy of the Software.<\/p>\n<p>       3. Except as stated above, the End User License Agreement does not grant<br \/>\nEnd User any rights (whether by license, ownership or otherwise) in or to<br \/>\nintellectual property with respect to the Software.<\/p>\n<p>       4. End User will not export or re-export the Software without all<br \/>\nappropriate United States and other foreign government licenses.<\/p>\n<p>       5. Title to and ownership of the Software and any copy thereof shall<br \/>\nremain with Licensor and its suppliers.<\/p>\n<p>       6. If the Software is licensed for a proposal or agreement with the<br \/>\nUnited States Government or any contractor therefor, the Software must be<br \/>\nlegended, marked and licensed as described in Section 9.3 of the Agreement.<\/p>\n<p>       7. Palm is a specified third party beneficiary of the end user license.<\/p>\n<p>Page 40<br \/>\n   61<\/p>\n<p>                                   EXHIBIT F-2<\/p>\n<p>     DESKTOP SITE LICENSE; MINIMUM TERMS AND CONDITIONS OF END USER LICENSE<\/p>\n<p>       1.     Subject to the terms of this agreement, [Licensee] grants [end<br \/>\n              user] a non-exclusive, royalty-free, non-assignable and<br \/>\n              non-transferable license to reproduce and install the Desktop<br \/>\n              Software in executable form on personal computers owned or leased<br \/>\n              by [end user] for [end user]&#8217;s internal use.<\/p>\n<p>       2.     [End user] agrees that the Desktop Software may be used only in<br \/>\n              connection with [Licensee&#8217;s] Palm OS handheld products (the<br \/>\n              &#8220;Products&#8221;) and may not be distributed outside [end user]. [End<br \/>\n              user] shall notify the users of such personal computers that the<br \/>\n              Desktop Software may be used only in connection with the Products<br \/>\n              and may not be distributed outside [end user].<\/p>\n<p>       3.     [End user] agrees that it shall keep records of the number of<br \/>\n              copies of the Desktop Software it installs and the number of<br \/>\n              Products purchased by [end user]. Upon request by [Licensee], [end<br \/>\n              user] shall promptly report in writing to [Licensee] the number of<br \/>\n              copies of the Desktop Software installed by [end user].<\/p>\n<p>       4.     Except as explicitly otherwise set forth in this agreement, the<br \/>\n              use of the Desktop Software shall be governed by the [Licensee]<br \/>\n              End User Software License Agreement accompanying the Products.<br \/>\n              Except as provided above, this agreement does not grant [end user]<br \/>\n              any rights to patents, copyrights, trade secrets, trademarks, or<br \/>\n              any other rights in respect to the Desktop Software.<\/p>\n<p>Page 41<br \/>\n   62<\/p>\n<p>                                    EXHIBIT G<\/p>\n<p>                               DEVELOPER PROGRAMS<\/p>\n<p>DEVELOPMENT TECHNICAL SERVICES<br \/>\nPalm will provide the following services:<\/p>\n<p>              &#8211;      Maintain Palm&#8217;s publicly supported APIs for the Palm OS<br \/>\n                     platform (the &#8220;Palm Public APIs&#8221;), including both handheld<br \/>\n                     and desktop APIs that are part of Palm OS Software.<\/p>\n<p>              &#8211;      Provide Licensee developer technical support personnel with<br \/>\n                     appropriate technical information and related materials for<br \/>\n                     the core Palm OS platform. Such technical information and<br \/>\n                     materials will include frequently asked questions (FAQs),<br \/>\n                     sample code, software development kits (SDKs), API<br \/>\n                     documentation, mechanical and electrical specifications and<br \/>\n                     white papers.<\/p>\n<p>              &#8211;      At Licensee&#8217;s request, provide an appropriate level and<br \/>\n                     amount of introductory training on the Palm Public APIs to<br \/>\n                     Licensee&#8217;s developer technical support personnel.<\/p>\n<p>              &#8211;      At Licensee&#8217;s request, use commercially reasonable efforts<br \/>\n                     to assist Licensee in recreating developer problems<br \/>\n                     relating to the core Palm OS platform and\/or the Palm<br \/>\n                     Public APIs, including where required providing Licensee<br \/>\n                     with Palm products.<\/p>\n<p>              &#8211;      Provide a process for escalation of questions from Licensee<br \/>\n                     (including questions from developers that are first<br \/>\n                     addressed to Licensee) that are related to the Palm Public<br \/>\n                     APIs.<\/p>\n<p>Licensee will:<\/p>\n<p>              &#8211;      Provide Palm&#8217;s developer technical support personnel with<br \/>\n                     appropriate technical information and related materials for<br \/>\n                     Licensee Software. Such technical information and materials<br \/>\n                     will include FAQs, sample code, SDKs, API documentation,<br \/>\n                     mechanical and electrical specifications and white papers.<\/p>\n<p>              &#8211;      At Palm&#8217;s request, provide an appropriate level and amount<br \/>\n                     of introductory training on the Licensee Public APIs to<br \/>\n                     Palm&#8217;s developer technical support personnel.<\/p>\n<p>              &#8211;      At Palm&#8217;s request, use commercially reasonable efforts to<br \/>\n                     assist Palm in recreating developer problems relating to<br \/>\n                     the Licensee Software and\/or Licensee&#8217;s publicly supported<br \/>\n                     APIs (the &#8220;Licensee Public APIs), including where required<br \/>\n                     providing Palm with Licensee Products.<\/p>\n<p>              &#8211;      Provide a process for escalation of questions from Palm<br \/>\n                     (including questions from developers that are first<br \/>\n                     addressed to Palm) that are related to the Licensee Public<br \/>\n                     APIs.<\/p>\n<p>Page 42<br \/>\n   63<\/p>\n<p>DEVELOPMENT DOCUMENTATION<br \/>\nPalm will:<\/p>\n<p>              &#8211;      Create, maintain and provide appropriate developer<br \/>\n                     documentation for the Palm Public APIs.<\/p>\n<p>              &#8211;      Provide style guidelines for developer documentation to<br \/>\n                     Licensee.<\/p>\n<p>Licensee will:<\/p>\n<p>              &#8211;      Create, maintain and provide appropriate developer<br \/>\n                     documentation for the Licensee Public APIs.<\/p>\n<p>DEVELOPMENT TOOLS<br \/>\nPalm will:<\/p>\n<p>              &#8211;      Provide via the Palm OS Development Zone Website (the &#8220;Palm<br \/>\n                     Support Site&#8221;) URL links to Licensee SDKs.<\/p>\n<p>Licensee will:<\/p>\n<p>              &#8211;      Integrate the Licensee Public APIs into the CodeWarrior\/GNU<br \/>\n                     Palm OS development platform environment. If Palm adopts a<br \/>\n                     new Palm OS development platform environment, Licensee also<br \/>\n                     will adopt the same if feasible.<\/p>\n<p>              &#8211;      Provide via the developer support area on Licensee&#8217;s<br \/>\n                     website (&#8220;Licensee Support Site&#8221;) URL links to Palm&#8217;s SDKs.<\/p>\n<p>DEVELOPMENT PROGRAMS<br \/>\nPalm will:<\/p>\n<p>              &#8211;      Provide via the Palm Support Site URL links to Licensee<br \/>\n                     developer programs.<\/p>\n<p>              &#8211;      Provide access to Palm OS platform communication vehicles,<br \/>\n                     such as the monthly electronic developer newsletter.<\/p>\n<p>Licensee will:<\/p>\n<p>              &#8211;      Provide via the Licensee Support Site URL links to Palm<br \/>\n                     developer programs.<\/p>\n<p>              &#8211;      Provide access to Licensee Software communication vehicles,<br \/>\n                     such as the monthly electronic developer newsletter.<\/p>\n<p>DEVELOPMENT TRAINING<br \/>\nPalm will:<\/p>\n<p>              &#8211;      Consider, in its sole discretion, adding training modules<br \/>\n                     for the Licensee Public APIs to the &#8220;Palm OS Programming&#8221;<br \/>\n                     development training courseware. Such training courseware<br \/>\n                     will be subject to Licensee&#8217;s written approval, and will be<br \/>\n                     made available to Licensee for its own use without charge.<\/p>\n<p>Page 43<br \/>\n   64<br \/>\n* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>If Palm elects to develop training modules for the Licensee Public APIs,<br \/>\nLicensee will:<\/p>\n<p>              &#8211;      Provide a reasonable level of assistance to the Palm course<br \/>\n                     developers creating such training module. Such assistance<br \/>\n                     will include where required providing the Palm course<br \/>\n                     developers with an appropriate number of Licensee Products<br \/>\n                     and appropriate documentation, as well as reviewing the<br \/>\n                     training materials for technical accuracy.<\/p>\n<p>DEVELOPMENT CONFERENCES<br \/>\nPalm will:<\/p>\n<p>              &#8211;      As long as Licensee is distributing a Licensee Product, be<br \/>\n                     a sponsor of at least Licensee&#8217;s most prominent annual<br \/>\n                     developer conference. Where appropriate, such sponsorship<br \/>\n                     will include: providing units and engineers for labs,<br \/>\n                     appropriate business and\/or marketing personnel, and<br \/>\n                     technical, marketing, and business content. [*]<\/p>\n<p>              &#8211;      Offer Licensee the opportunity to participate in Palm&#8217;s<br \/>\n                     most prominent developer conference at the highest level.<\/p>\n<p>Licensee will:<\/p>\n<p>              &#8211;      As long as Licensee is distributing a Licensee Product, be<br \/>\n                     a sponsor of at least Palm&#8217;s most prominent annual Palm<br \/>\n                     Software platform developer conference. Where appropriate,<br \/>\n                     such sponsorship will include: providing units and<br \/>\n                     engineers for labs, appropriate business and\/or marketing<br \/>\n                     personnel, and technical, marketing, and business content.<br \/>\n                     [*]<\/p>\n<p>              &#8211;      Offer Palm the opportunity to participate in Licensee&#8217;s<br \/>\n                     most prominent developer conference at the highest level.<\/p>\n<p>Page 44<br \/>\n   65<\/p>\n<p>                                    EXHIBIT H<\/p>\n<p>                                 PALM TRADEMARKS<\/p>\n<p>I.     PALM COMPATIBILITY TRADEMARKS<\/p>\n<p>Palm Powered(TM)<br \/>\nPalm Powered logo(TM)<br \/>\nPalm Powered Compatible Solution logo(TM) [for use with software only]<br \/>\nPalm OS(R)<\/p>\n<p>II.    OTHER PALM TRADEMARKS<\/p>\n<p>Graffiti(R)<br \/>\nHotSync(R)<br \/>\nIMessenger(R)<br \/>\nPalm(TM)<br \/>\nPalm Computing(R)<br \/>\nPalmConnect(R)<br \/>\nPalmPoint(R)<br \/>\nPalmModem(R)<br \/>\nPalmGlove(R)<br \/>\nPalmPix(TM)<br \/>\nPalm.net(R)<\/p>\n<p>Page 45<br \/>\n   66<\/p>\n<p>* Confidential treatment has been requested for certain portions of this<br \/>\ndocument pursuant to an application for confidential treatment sent to the<br \/>\nSecurities and Exchange Commission. Such portions are omitted from this filing<br \/>\nand filed separately with the Securities and Exchange Commission.<\/p>\n<p>                                    EXHIBIT I<\/p>\n<p>                             MODIFIABLE SOURCE CODE<\/p>\n<p>NO. 1<\/p>\n<p>[*]<\/p>\n<p>NO. 2<\/p>\n<p>[*]<\/p>\n<p>NO. 3<\/p>\n<p>[*]<\/p>\n<p>NO. 4<\/p>\n<p>[*]<\/p>\n<p>NO. 5<\/p>\n<p>[*]<\/p>\n<p>NO. 6<\/p>\n<p>[*]<\/p>\n<p>NO. 7<\/p>\n<p>[*]<\/p>\n<p>NO. 8<\/p>\n<p>[*]<\/p>\n<p>NO. 9<\/p>\n<p>[*]<\/p>\n<p>Page 46<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7716,8451],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9613,9616],"class_list":["post-42812","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-handspring-inc","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42812","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42812"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42812"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42812"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42812"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}