{"id":43754,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/tax-sharing-agreement-3com-corp-and-palm-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-sharing-agreement-3com-corp-and-palm-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-sharing-agreement-3com-corp-and-palm-inc.html","title":{"rendered":"Tax Sharing Agreement &#8211; 3Com Corp. and Palm Inc."},"content":{"rendered":"<pre>                             Tax Sharing Agreement\n\n     This Tax Sharing Agreement, dated ___, 2000, is by and between 3Com\nCorporation (\"3Com\"), a Delaware corporation, and Palm, Inc. (\"Palm\"), a\nDelaware corporation.\n\n                                   Recitals\n\n     A.  U.S. Robotics Corporation (\"USR\"), a Delaware corporation, acquired all\nof the stock of Palm on September 1, 1995.  Consequently, Palm was a member of\nthe affiliated group of corporations of which USR was the common parent (the\n\"USR Group\"), beginning on September 2, 1995, and ending on June 12, 1997, when\n3Com acquired all of the stock of USR.\n\n     B.  During the period that Palm was a member of the USR Group, it joined\nother members of the group in filing consolidated federal income tax returns.\nFor its taxable years ended October 1, 1995, and September 26, 1996, Palm\nincurred net operating losses that reduced the consolidated tax liability of the\nUSR Group.  Palm received no compensation from USR or other members of the Group\nfor the use of Palm's net operating losses to offset taxable income of other\nmembers of the Group.  For its taxable year ended June 12, 1997, when 3Com\nacquired USR, Palm had taxable income that increased the consolidated tax\nliability of the USR Group.  Palm did not pay USR to compensate USR for Palm's\nshare of the group's consolidated federal income tax liability.\n\n     C.  When 3Com acquired USR, both USR and Palm became members of the\naffiliated group of corporations of which 3Com was the common parent (the \"3Com\nGroup\").  Beginning with its taxable year ended May 31, 1998, Palm has joined\nthe other members of the 3Com Group in filing consolidated federal income tax\nreturns.  During its 1998 taxable year, Palm earned taxable income that was\noffset by net operating losses incurred by other members of the group.  Palm did\nnot pay 3Com to compensate for the use of losses of other group members to\noffset Palm's income.\n\n     D.  Under the tax laws of some states and foreign jurisdictions, Palm has\njoined other members of the USR Group or the 3Com Group in filing consolidated,\ncombined, or unitary returns.  Palm has made no payments to other members in\nrespect of its share of the tax liability reported on those returns or to\ncompensate other members for the use of their losses, credits or similar tax\nattributes to reduce Palm's share of the aggregate tax liability.  Similarly,\nPalm has received no payments from other members to compensate Palm for the use\nof its losses, credits, or similar tax attributes to reduce the aggregate tax\nliability.\n\n     E.  Palm plans to issue new shares of its common stock through a\ncombination of private placements to strategic investors and a public offering.\nThereafter, pursuant to a Master Separation and Distribution Agreement dated\n___, 2000 between 3Com and Palm, 3Com will distribute all of its stock in Palm\nto its shareholders (the \"Distribution\").  The Distribution will cause Palm to\nleave the 3Com Group.\n\n     F.  In anticipation of Palm's departure from the 3Com Group, 3Com and Palm\nwould like to allocate responsibilities for certain tax matters.  In particular,\nthe parties would like to provide for the \n\n \npayment by Palm of its share of tax liabilities determined on a consolidated,\ncombined, or unitary basis and to compensate affiliates for the use of their\nlosses, credits, or other tax attributes to reduce Palm's share of the aggregate\ntax liability. Similarly, the parties would like to provide for the compensation\nof Palm for the use of its losses, credits, or similar tax attributes to reduce\nthe aggregate tax liability. The parties would also like to provide for\ncompensation or reimbursement as appropriate to reflect redeterminations of the\ntax liability of Palm for periods during which it joined in the filing of\nconsolidated, combined, or unitary returns with 3Com or other affiliates.\nFinally, the parties would like to provide and fix the responsibilities for\ncertain administrative matters, such as (1) the preparation and filing of tax\nreturns for periods beginning before the date of the Distribution (the\n\"Distribution Date\"), (2) the payment of taxes shown to be due and payable on\nthose returns (as well as any estimated or advance payments required before the\nfiling of those returns), (3) the retention, maintenance and provision of access\nto all records necessary to prepare and file appropriate tax returns, and (4)\nthe conduct of audits, examinations, and proceedings that could result in a\nredetermination of tax liabilities of 3Com, Palm or other subsidiaries of 3Com\nfor periods beginning before the Distribution Date.\n\n                                   Agreement\n\n     To accomplish the purposes described above, 3Com and Palm agree as follows:\n\n     1.  Definitions.  For purposes of this Agreement, the term \"Tax\" shall mean\nall federal, state, local, foreign or other taxes, assessments or other\ngovernmental charges, including income, estimated income, business occupation,\nfranchise, property, sales, use, excise, employment, unemployment, payroll,\nsocial security, ad valorem, transfer, gains, profits, capital stock, license,\ngross receipts, stamp, real estate, severance and withholding taxes, customs\nduties and harbor maintenance fees.  Taxes associated with improper\nclassification of employees as independent contractors shall be treated as\npayroll taxes and thus included within the definition of Taxes.  Other\ncapitalized terms not defined in this Agreement shall have the meaning given\nthose terms by the Master Separation and Distribution Agreement entered into as\nof [date] between 3Com and Palm.\n\n     2.  Computation of Tax Liability.  The computation of Tax liability on any\nconsolidated, combined or unitary return that includes Palm and at least one\nother corporation and covers a period beginning before the Distribution (a \"Pre-\nDistribution Group Return\") shall, to the extent permitted by law, be made in\naccordance with the methods used in comparable returns filed before the date of\nthis Agreement.\n\n     3.  Allocation of Tax Liability\n\n     (a) Regular Federal Income Tax.  If the consolidated federal income tax\nliability of the USR Group or 3Com Group for any taxable year for which the\ngroup filed or files a Pre-Distribution Group Return is determined on a regular\ntax basis, the amount of federal income taxes allocable to Palm shall be\ndetermined using the method described in section 1.1502-32(b)(3)(iv)(D) of the\nTreasury regulations.  Thus, Palm shall be required to pay for any reduction in\nits separate company liability because of the absorption of losses, credits or\nother tax attributes of other members.  \n\n                                      -2-\n\n \nConversely, Palm shall be entitled to compensation to the extent that the\nabsorption of its losses, credits, or other tax attributes reduces the group's\nconsolidated federal income tax liability.\n\n     (b)  Federal Alternative Minimum Tax.\n\n               (i)   General Rule. If the USR Group or 3Com Group pays\n     alternative minimum tax (AMT) for any year for which it filed or files a\n     Pre-Distribution Group Return, Palm's share of the group's consolidated\n     federal income taxes shall equal its share of the group's consolidated AMT,\n     determined under Section 3(b)(ii), with the adjustments provided in Section\n     3(b)(iii) to reflect the absorption of losses, credits or other tax\n     attributes.\n\n               (ii)  Palm's Share of Consolidated AMT. Palm's share of the\n     group's consolidated AMT for any year shall equal the excess, if any, of\n     (A) the total consolidated AMT, over (B) the consolidated AMT for the year\n     computed by excluding Palm's items of income, gain, deduction and loss, and\n     Palm's credits.\n\n               (iii) Adjustments for Absorption of Tax Attributes. Palm's share\n     of the group's consolidated AMT shall be adjusted to reflect the absorption\n     of losses, credits or other tax attributes, based on principles similar to\n     those underlying the method of allocating regular federal income taxes\n     described in section 1.1502-32(b)(3)(iv)(D) of the Treasury regulations.\n     If, for any taxable year, the regular tax attributes allocable to members\n     other than Palm that can be carried forward to the succeeding taxable year\n     are less than those carryforwards would have been if Palm had not been a\n     member of the group, then Palm's share of the group's consolidated federal\n     income tax liability shall be increased to reflect the incremental\n     absorption of the tax attributes of other members. Conversely, if Palm's\n     regular tax attributes are used to offset taxable income of other members,\n     or tax liability attributable to such income, then Palm's share of the\n     group's consolidated federal income tax liability shall be decreased to\n     reflect such use of Palm's tax attributes. The amount of the adjustment for\n     absorbed credits shall equal the amount of those credits. The amount of the\n     adjustment for absorbed losses shall equal the product of the absorbed\n     losses and the highest marginal regular federal income tax rate in effect\n     for the year in which the losses are absorbed. If the adjustment described\n     in this Section 3(b)(iii) exceeds the amount determined in Section\n     3(b)(ii), the excess shall be credited against Palm's liability for other\n     taxable years or, in the case of taxable years covered by returns filed\n     after the public offering, Palm shall be entitled to receive the amount of\n     such excess pursuant to Section 4(b).\n\n     (c)  Other Taxes.  Palm's share of Taxes other than federal income taxes\nthat are determined on a consolidated, combined, or unitary basis shall be\ndetermined by applying the principles underlying the allocation method described\nin section 1.1502-32(b)(3)(iv)(D) of the Treasury regulations.  Thus, Palm's\nshare of the Taxes will generally equal the Tax liability that Palm would have\nhad if it had filed a separate return for the relevant period.  Palm shall be\nrequired to pay 3Com to the extent that Palm's separate company liability is\nreduced by the absorption of losses, credits or other tax attributes of other\nmembers.  Conversely, 3Com shall compensate Palm to the extent that the\nabsorption of Palm's losses, credits, or other tax attributes reduces the\ncombined tax liability.\n\n                                      -3-\n\n \n     4.  Payment of Allocated Tax.\n\n               (a)  Returns Filed Before Public Offering. Within [10] days after\n     completion of the planned public offering of common shares of Palm, Palm\n     shall pay to 3Com the net, cumulative amount of its share of the taxes\n     assessed pursuant to Pre-Distribution Group Returns filed prior to the\n     public offering.\n\n               (b)  Returns Filed After Public Offering.  Palm shall pay to 3Com\n     Palm's share of any Tax liability assessed pursuant to a Pre-Distribution\n     Group Return filed after the public offering referred to in Section 4(a)\n     within 30 days after the filing of that return.  Within that same period,\n     3Com shall make to Palm any payments required as a result of benefits\n     realized by 3Com or other members of the 3Com Group from the use Palm's tax\n     attributes.\n\n     5.  Refunds.  3Com shall be entitled to receive any overpayment of Taxes\nshown on any Pre-Distribution Group Return, as originally filed.\n\n     6.  Allocation of Minimum Tax Credits.  When Palm leaves the 3Com Group,\nthe group shall allocate to Palm a portion of its consolidated minimum tax\ncredit equal to the ratio that (a) the cumulative amounts of consolidated AMT\nallocated to Palm pursuant to Section 3(b)(ii) bears to (b) the total amounts of\nconsolidated AMT paid by the USR Group or 3Com Group for taxable years for which\nthe group filed a Pre-Distribution Group Return.  If the Treasury Department\nissues regulations that require an allocation of a different amount of\nconsolidated minimum tax credit to Palm, Palm shall be required to pay (or\nentitled to receive) the amount by which its share of the consolidated minimum\ntax credit allocated pursuant to the regulations exceeds (or is less than) the\namount that would have been allocated to Palm pursuant to this Section 6.\n\n     7.  Carryback of Post-Distribution Tax Attributes of Palm.  If, for any\ntaxable period beginning on or after the Distribution Date, Palm recognizes a\nloss, credit, or similar tax attribute that, under applicable law, can or must\nbe carried back to a taxable period during which Palm joined in filing a Pre-\nDistribution Group Return, 3Com shall, at Palm's expense, file appropriate\nrefund claims within a reasonable period after being requested by Palm.  3Com\nshall promptly remit to Palm any refunds received with respect to any tax\nattribute so carried back.\n\n     8.  Conduct of Tax Contests.\n\n     (a) Separate Palm Claims.  Palm shall have sole and complete authority to\ncontest any claim by a taxing authority arising from an examination of a return\nthat includes only Palm (a \"Separate Palm Claim\").\n\n     (b) Group Claims.  3Com shall be entitled to control the contest of any\nclaim by a taxing authority arising from an examination of a Pre-Distribution\nGroup Return (a \"Group Claim\").  3Com shall notify Palm of the commencement of\nany such examination and shall keep Palm apprised of the status of the\nexamination.  Palm shall be entitled to advise 3Com regarding the handling of\nclaims that could affect Palm's allocable share of the consolidated, combined or\nunitary Tax liability, and \n\n                                      -4-\n\n \n3Com shall not unreasonably reject Palm's advice. If a claim affects only Palm's\nshare of the consolidated, combined or unitary Tax liability, and not that of\nany other member of the 3Com Group, Palm shall be entitled to prepare any\nwritten materials submitted to the taxing authority in defense against the\nclaim. Neither Palm nor its representatives shall be entitled to attend meetings\nwith representatives of the taxing authority without 3Com's consent. 3Com shall\nhave sole authority to make decisions regarding the settlement of Group Claims.\nPalm shall bear any expenses it incurs in participating in the contest of a\nGroup Claim.\n\n     (c)  Cooperation.  3Com and Palm shall each provide the assistance\nreasonably requested by the other in conducting any tax contest, including\nexecution of any powers of attorney or other appropriate documentation,\nattendance of administrative or judicial proceedings as requested, performance\nof necessary computations, and, subject to the confidentiality provisions of\nSection 14, provision of access to or furnishing books, records, tax returns,\nand supporting work papers.\n\n     9.   Redetermined Tax Liabilities.\n\n     (a)  Separate Palm Claims.  If a redetermination of Taxes results from a\nSeparate Palm Claim, Palm shall pay any resulting increases in Tax liability and\nshall be entitled to receive any refunds related to a decrease in Tax liability\nattributable to the claim.\n\n     (b)  Group Claims.  Any Tax deficiency arising from a Group Claim shall be\npaid to the relevant taxing authority by 3Com, and 3Com shall be entitled to\nreceive any tax refund arising from the contest of the Group Claim.  Within 30\ndays after the final determination of the Group Claim, 3Com shall allocate the\nTax liabilities for the affected periods, as redetermined, among the members of\nthe 3Com Group that joined in filing the relevant Pre-Distribution Group\nReturns.  In allocating the redetermined Tax liabilities, 3Com shall apply the\nallocation method prescribed by Section 3.  If the amount of redetermined Tax\nliability allocated to Palm for any period exceeds the amounts previously paid\nby Palm to 3Com in respect of Palm's allocated Tax liability for that period,\nPalm shall pay such excess to 3Com within 10 days of receiving notice from 3Com\nof the amount due.  If the amounts previously paid by Palm to 3Com in respect of\nPalm's allocated Tax liability for any period exceed the amount of redetermined\nTax liability allocated to Palm for that period, 3Com shall pay such excess to\nPalm within 40 days after the final determination of the Group Claim that led to\nthe redetermination of Tax liability.\n\n     (c)  Interest.  If applicable law provides for interest on any Tax\ndeficiency or refund to which Section 9(b) applies, then any payments made\nbetween Palm and 3Com pursuant to that Section as a result of the deficiency or\nrefund shall also bear interest, computed at the same rate or rates and for the\nsame period as the deficiency or refund bears interest.\n\n     10.  Retention of and Access to Records; Cooperation and Assistance.\n\n     (a)  Retention of and Access to Records.  Each party shall retain all tax\nreturns for periods beginning before the Distribution Date, together with all\nrelated reports, work papers, schedules or other documents or computer files,\nand, subject to the confidentiality provisions of Section 14, shall \n\n                                      -5-\n\n \nmake these documents or files available to the other upon request. Neither party\nshall dispose of any of these documents or files without the other's permission.\n\n     (b)  Cooperation and Assistance.  Subject to the confidentiality provisions\nof Section 14, 3Com and Palm shall provide each other with such cooperation,\nassistance, and information as either of them may reasonably request of the\nother with respect to the filing with any taxing authority of any tax return,\namended return, claim for refund, or other document.  With respect to any Pre-\nDistribution Group Return, such assistance shall include the timely submission\nby Palm to 3Com of pro forma tax returns for Palm, including a pro forma return\nfor the tax period of Palm that will end on the Distribution Date.\n\n     11.  Preparation of Tax Returns; Estimated Payments.\n\n     (a)  Filing of Returns.  3Com shall prepare and timely file all Pre-\nDistribution Group Returns.  Within [75] days after the close of each taxable\nperiod (including, if applicable, the period that ends on the Distribution\nDate), Palm shall, subject to the confidentiality provisions of Section 14: (1)\nfurnish to 3Com draft tax returns for Palm and all supporting information and\ndocumentation useful in preparing the relevant Pre-Distribution Group Return;\n(2) allow 3Com access at any reasonable time after the Distribution Date to all\ntax returns of Palm and supporting papers for those returns; and (3) furnish to\n3Com such additional tax information and documents as 3Com may reasonably\nrequest.  Palm shall cooperate in connection with the preparation of any Pre-\nDistribution Group Returns.  3Com shall be responsible for any payments to the\napplicable taxing authorities required in connection with those returns.\n\n     (b)  Amended Returns.  3Com shall not amend any Pre-Distribution Group\nReturn in a respect that would affect Palm's allocable share of the Tax\nliability for the period covered by the return without providing Palm an\nopportunity to review and comment on the proposed amended return.  3Com shall\nnot unreasonably reject any comments provided by Palm on the proposed amended\nreturn.\n\n     (c)  Estimated Payments.  3Com shall make all estimated payments to any\ntaxing authorities required in connection with Pre-Distribution Group Returns,\nand all payments required in connection with requests for extensions of time to\nfile those returns.  After making such a payment, 3Com shall promptly notify\nPalm of any portion of the payment that 3Com believes in good faith to be\nattributable to Palm's share of the aggregate Tax liability, as determined under\nSection 3.  Within 10 days after its receipt of such notice, Palm shall pay such\namount to 3Com or advise 3Com of the basis for its disagreement.\n\n     12.  Indemnification.\n\n     (a)  Indemnity Obligations of 3Com.  3Com shall indemnify Palm and hold\nPalm harmless from and against:\n\n                                      -6-\n\n \n               (i)   any liability, cost, or expense arising out of fraudulent\n     or negligently prepared information, workpapers, documents, or other items\n     used in the preparation of, or presented in, any return, amended return, or\n     claim for refund prepared by 3Com; and\n\n               (ii)  any Tax liability, and related cost or expense, incurred or\n     paid by Palm in excess of that portion of the Tax liability allocated to\n     Palm by this Agreement.\n\n     (b)  Indemnity Obligations of Palm.  Palm shall indemnify 3Com and hold\n3Com harmless from and against any liability for:\n\n               (i)   sales Taxes attributable to sales of products purchased by\n     3Com from Palm on or before the Distribution Date;\n\n               (ii)  customs duties or harbor maintenance fees on products\n     exported or imported by 3Com on behalf of Palm;\n\n               (iii) Taxes imposed on 3Com or any other member of the 3Com Group\n     other than Palm that would not have been imposed but for the Distribution\n     or transactions undertaken in preparation for the Distribution, provided,\n     however, that federal income taxes resulting from the application to the\n     Distribution of section 355(e) of the Internal Revenue Code shall be\n     covered by this indemnity only if the application of that section results\n     from an acquisition of Palm stock; and\n\n               (iv)  any interest or penalties related to Taxes described in\n     this Section 12(b).\n\n     13.  Gross-Up for Taxes on Required Payments.  If the receipt or accrual of\nany payment required by this Agreement is subject to any Tax, the payor shall\npay an additional amount so that the total amount received by the payee, net of\nany applicable Taxes, equals the amount of the required payment.\n\n     14.  Confidentiality of Documents and Information.  Any documents or\ninformation provided pursuant to this Agreement in connection with a tax contest\nor filing with a tax authority shall be provided or disclosed by the recipient\nonly to those of its employees responsible for the tax contest or filing or to\nattorneys or accountants advising the recipient on these matters.  Any wider\ndissemination of these documents or this information shall be allowed only if\nrequired by law or authorized by the party providing the documents or\ninformation.\n\n     15.  Dispute Resolution.\n\n     (a)  If a dispute, controversy or claim (\"Dispute\") arises between the\nparties relating to the interpretation or performance of this Agreement, or the\ngrounds for the termination hereof, appropriate senior executives (e.g. director\nor V.P. level) of each party who shall have the authority to resolve the matter\nshall meet to attempt in good faith to negotiate a resolution of the Dispute\nprior to pursuing other available remedies.  The initial meeting between the\nappropriate senior executives \n\n                                      -7-\n\n \nshall be referred to herein as the \"Dispute Resolution Commencement Date.\"\nDiscussions and correspondence relating to trying to resolve such Dispute shall\nbe treated as confidential information developed for the purpose of settlement\nand shall be exempt from discovery or production and shall not be admissible. If\nthe senior executives are unable to resolve the Dispute within thirty (30) days\nfrom the Dispute Resolution Commencement Date, and either party wishes to pursue\nits rights relating to such Dispute, then the Dispute will be mediated by a\nmutually acceptable mediator appointed pursuant to the mediation rules of\nJAMS\/Endispute within thirty (30) days after written notice by one party to the\nother demanding non-binding mediation. Neither party may unreasonably withhold\nconsent to the selection of a mediator or the location of the mediation. Both\nparties will share the costs of the mediation equally, except that each party\nshall bear its own costs and expenses, including attorney's fees, witness fees,\ntravel expenses, and preparation costs. The parties may also agree to replace\nmediation with some other form of non-binding or binding ADR.\n\n     (b)  Any Dispute which the parties cannot resolve through mediation within\nninety (90) days of the Dispute Resolution Commencement Date, unless otherwise\nmutually agreed, shall be submitted to final and binding arbitration under the\nthen current Commercial Arbitration Rules of the American Arbitration\nAssociation (\"AAA\"), by three (3) arbitrators in Santa Clara County, California.\nSuch arbitrators shall be selected by the mutual agreement of the parties or,\nfailing such agreement, shall be selected according to the aforesaid AAA rules.\nThe arbitrators will be instructed to prepare and deliver a written, reasoned\nopinion stating their decision within thirty (30) days of the completion of the\narbitration.  The prevailing party in such arbitration shall be entitled to\nexpenses, including costs and attorneys' and other professional fees, incurred\nin connection with the arbitration (but excluding any costs and fees associated\nwith prior negotiation or mediation).  The decision of the arbitrator shall be\nfinal and non-appealable and may be enforced in any court of competent\njurisdiction.  The use of any ADR procedures will not be construed under the\ndoctrine of laches, waiver or estoppel to adversely affect the rights of either\nparty.\n\n     (c)  Any Dispute regarding the following is not required to be negotiated,\nmediated or arbitrated prior to seeking relief from a court of competent\njurisdiction: breach of any obligation of confidentiality; any claim where\ninterim relief from the court is sought to prevent serious and irreparable\ninjury to one of the parties or to others.  However, the parties to the Dispute\nshall make a good faith effort to negotiate and mediate such Dispute, according\nto the above procedures, while such court action is pending.\n\n     (d)  Unless otherwise agreed in writing, the parties will continue to honor\nall commitments under this Agreement during the course of dispute resolution\npursuant to the provisions of this Section 15 with respect to all matters not\nsubject to such dispute, controversy, or claim.\n\n     16.  Entire Agreement.  This Agreement constitutes the entire agreement\nbetween the parties with respect to the subject matter hereof and shall\nsupersede all prior written and oral and all contemporaneous oral agreements and\nunderstandings with respect to the subject matter hereof.\n\n                                      -8-\n\n \n     17.  Governing Law.  This Agreement shall be construed in accordance with\nand all Disputes hereunder shall be governed by the laws of the State of\nCalifornia, excluding its conflict of law rules and the United Nations\nConvention on Contracts for the International Sales of Goods.  The Superior\nCourt of Santa Clara County and\/or the United States District Court for the\nNorthern District of California shall have jurisdiction and venue over all\nDisputes between the parties that are permitted to be brought in a court of loaw\npursuant to Section 15.\n\n     18.  Notices.  Notices, Demands, offers, requests or other communications\nrequired or permitted to be given by either party pursuant to the terms of this\nAgreement shall be given in writing to the respective parties to the following\naddresses:\n\n     if to 3Com:\n\n                    3Com Corporation\n                    5400 Bayfront Plaza\n                    Santa Clara, California 95052\n                    Attention: General Counsel\n                    Fax: (408) 326-6434\n\n     if to Palm:\n\n                    Palm Computing, Inc.\n                    5400 Bayfront Plaza\n                    Santa Clara, California 95052\n                    Attention: General Counsel\n                    Fax: ____________\n\nOr to such other address as the party to whom notice is given may have\npreviously furnished to the other in writing as provided herein.  Any notice\ninvolving non-performance, termination, or renewal shall be sent by hand\ndelivery, recognized overnight courier or, within the United States, may also be\nsent via certified mail, return receipt requested.  All other notices may also\nbe sent by fax, confirmed by first class mail.  All notices shall be deemed to\nhave been given and received on the earlier of actual delivery or three (3) days\nfrom the date of postmark.\n\n     19.  Counterparts.  This Agreement may be executed in counterparts, each of\nwhich shall be deemed to be an original but all of which shall constitute one\nand the same agreement.\n\n     20.  Binding Effect; Assignment.  This Agreement shall inure to the benefit\nof and be binding upon the parties hereto and their respective legal\nrepresentatives and successors, and nothing in this Agreement, express or\nimplied, is intended to confer upon any other Person any rights or remedies of\nany nature whatsoever under or by reason of this Agreement.  This Agreement may\nbe enforced separately by each member of the 3Com Group (defined, for this\npurpose, as provided in section 7.14 of the Master Separation and Distribution\nAgreement) and each member of the Palm Group.  Neither party may assign this\nAgreement or any rights or obligations hereunder, without the prior \n\n                                      -9-\n\n \nwritten consent of the other party, and any such assignment shall be void;\nprovided, however, either party may assign this Agreement to a successor entity\nin conjunction with such party's reincorporation.\n\n      21. Severability.  If any term or any other provision of this Agreement\nis determined by a court, administrative agency or arbitrator to be invalid,\nillegal or incapable of being enforced by any rule of law or public policy, all\nother conditions and provisions of this Agreement shall nevertheless remain in\nfull force and effect so long as the economic or legal substance of the\ntransactions contemplated hereby is not affected in any manner materially\nadverse to either party.  Upon such determination that any term or other\nprovision is invalid, illegal or incapable of being enforced, the parties hereto\nshall negotiate in good faith to modify this Agreement so as to effect the\noriginal intent of the parties as closely as possible in an acceptable manner to\nthe end that transactions contemplated hereby are fulfilled to the fullest\nextent possible.\n\n     22.  Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure or\ndelay on the part of any party hereto in the exercise of any right hereunder\nshall impair such right or be construed to be a waiver of, or acquiescence in,\nany breach of any agreement herein, nor shall any single or partial exercise of\nany such right preclude other or further exercise thereof or of any other right.\nAll rights and remedies existing under this Agreement are cumulative to, and not\nexclusive of, any rights or remedies otherwise available.\n\n     23.  Amendment.  No change or amendment will be made to this Agreement\nexcept by an instrument in writing signed on behalf of each of the parties to\nsuch agreement.\n\n     24.  Authority.  Each of the parties hereto represents to the other that\n(a) it has the corporate or other requisite power and authority to execute,\ndeliver, and perform this Agreement, (b) the execution, delivery and performance\nof this Agreement by it have been duly authorized by all necessary corporate or\nother actions, (c) it has duly and validly executed and delivered this\nAgreement, and (d) this Agreement is a legal, valid and binding obligation,\nenforceable against it in accordance with its terms subject to applicable\nbankruptcy, insolvency, reorganization, moratorium or other similar laws\naffecting creditors' rights generally and general equity principles.\n\n     25.  Interpretation.  The headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.  When a reference is made in this Agreement to\na Section, such reference shall be to a Section of this Agreement unless\notherwise indicated.\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted as of the date first set forth above.\n\n\n3COM CORPORATION                      PALM, INC.\n\nBy:_____________________________      By:__________________________________\n\n                                      -10-\n\n \nName:___________________________      Name:_______________________________\n\nTitle:__________________________      Title:______________________________\n\n                                      -11-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6537,8451],"corporate_contracts_industries":[9508,9509],"corporate_contracts_types":[9622,9628],"class_list":["post-43754","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3com-corp","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__networking","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43754","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=43754"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43754"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43754"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43754"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}