AutoCoded Document




Exhibit 10.29




*CERTAIN
INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN  REQUESTED WITH RESPECT TO THE OMITTED PORTIONS







MASTER
SOFTWARE LICENSE, SOFTWARE DEVELOPMENT AGREEMENT,
MAINTENANCE AND SERVICES AGREEMENT AND
RESELLER AGREEMENT






BETWEEN




CELLCO
PARTNERSHIP d/b/a VERIZON WIRELESS




AND




INTELLISYNC
CORPORATION






Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless











CONFIDENTIAL
TREATMENT



TABLE OF
CONTENTS


	1.	PARTIES	4
	2.	TERM	4
	3.	DEFINITIONS	4
	4.	SCOPE	7
	5.	DEVELOPMENT	8
	6.	LICENSE	9
	8.	PRICE AND PRICE REVISIONS	12
	9.	STATEMENTS OF WORK	12
	10.	 PAYMENT TERMS, BILLING	13
	11.	RECORDS AND REPORTS	13
	12.	DELIVERY	14
	13.	DOCUMENTATION	15
	14.	 INSPECTION AND ACCEPTANCE	16
	15.	MAINTENANCE	17
	16.	RELATED SERVICES	17
	17.	REPRESENTATIONS AND
      WARRANTIES	17
	18.	ESCROW	20
	19.	TERMINATION	21
	20.	INFRINGEMENT	23
	21.	CONFIDENTIAL INFORMATION	24
	22.	PUBLICITY, DISCLOSURE
      AND SALES SUPPORT	24
	23.	COMPLIANCE WITH LAWS,
      RULES AND REGULATIONS; PRIVACY; USER DATA; CONSUMER CLEAR DISCLOSURE; OWNERSHIP
      OF MIN AND EMAIL ADDRESSES; AGGREGATE INFORMATION; TRACKING FUNCTIONALITY	25
	24.	FORCE MAJEURE	27
	25.	ASSIGNMENT	27
	26.	TAXES	27
	27.	PLANT AND WORK RULES
      AND RIGHT OF ACCESS	28




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	28.	INDEMNIFICATION	29
	29.	INSURANCE	30
	30.	RELATIONSHIP
      OF PARTIES	31
	31.	NOTICES	31
	32.	NONWAIVER	32
	33.	SEVERABILITY	32
	34.	LIMITATION
      OF LIABILITY	32
	35.	SECTION
      HEADINGS	32
	36.	SURVIVAL
      OF OBLIGATIONS	32
	37.	COMMITTEES,
      DESIGNATED MANAGERS, PLAN UPDATES AND ESCALATION OF DISPUTES.	32
	38.	CHOICE
      OF LAW AND JURISDICTION	34
	39.	PRECEDENCE
      OF DOCUMENTS	34
	40.	ENTIRE
      AGREEMENT	34
	41.	SIGNATURES	35




EXHIBIT A -
SOFTWARE AND RELATED SERVICES DESCRIPTION AND PRICE LIST

EXHIBIT B - RELATED SERVICES


EXHIBIT B-1 - TRAINING

EXHIBIT B-2 - REIMBURSABLE EXPENSE GUIDELINES

EXHIBIT C- MARKS

EXHIBIT D - CONFIDENTIALITY TERMS


EXHIBIT E - SOW FORMAT

EXHIBIT F - SLA

EXHIBIT G - PRODUCT FUNTIONALITY DOCUMENT

EXHIBIT H - INTELLISYNC BRANDING KIT



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MASTER
SOFTWARE LICENSE, SOFTWARE DEVELOPMENT AGREEMENT,
MAINTENANCE AND SERVICES AGREEMENT AND
RESELLER AGREEMENT





1. PARTIES



	 	1.1
This Master Software License, Software Development Agreement, Maintenance and  Services
Agreement and Reseller Agreement (hereinafter the  “Agreement”) is made between
Intellisync Corporation  (“Intellisync”), a Delaware corporation, having its
principal office  at 2550 North First St., Suite 500, San Jose, California 95131,  (“Intellisync”)
and Cellco Partnership d/b/a Verizon Wireless  (“Verizon Wireless”), a Delaware
general partnership, having an office  and principal place of business at 180 Washington
Valley Road, Bedminster, New  Jersey 07921 on behalf of itself and for the benefit of its
Affiliates.







	 	1.2
An Affiliate that issues an SOW hereunder may enforce the terms and conditions  of this
Agreement with respect to any Software or Related Service purchased by  such Affiliate as
though it were a direct signatory to the Agreement.








2. TERM



This  Agreement
shall become effective on April 30, 2004 (the “Effective  Date”).  Unless
terminated in accordance with Section 19, this Agreement  shall continue in effect  for a
period of 2 years from the Effective Date (the  “Initial Term”). Verizon
Wireless shall have the right to submit SOWs  up until the effective date of the
termination, and termination of this  Agreement pursuant to Section 19 shall not affect
any SOW, or any outstanding  sublicense agreement, if such sublicense is granted in a
Behind the Firewall  Enterprise Model, as of the effective date of the termination. (To
the contrary,  any Outstanding SOW shall be filled, and any outstanding sublicense
agreement if  such sublicense is granted in a Behind the Firewall Enterprise Model, shall
remain in effect for the remainder of the term of said sublicense agreement.)  Following
the Initial Term, the Term of this Agreement will be automatically  extended for
subsequent one-year periods at each annual anniversary of the  Effective Date (each, a
“Renewal Term”), unless a Party provides one  hundred and eighty (180) days
prior written notice to the other Party of its  intent not to renew. For the purposes of
this Agreement, the Initial Term and  any Renewal Term(s), shall be collectively referred
to herein as the  “Term”.




3.
DEFINITIONS



The  terms
defined in this Section shall have the meanings set forth below whenever  they appear in
this Agreement, unless the context in which they are used clearly  requires a different
meaning, or a different definition is described for a  particular Section or provision:



	 	3.1  “Acceptance” or
“Accepted” means delivery to Intellisync by  Verizon Wireless of its written
certificate of acceptance pursuant to Section  14.







	 	3.2  “Affiliate” means
any entity that controls, is controlled by, or is  under common control with Verizon
Wireless; provided, however that, unless  otherwise stated herein, Affiliate does not
include Vodafone.







	 	3.3  “Aggregate
Information” shall mean usage data or other information  about multiple Users that
does not contain Personally Identifiable Information.







	 	3.4  “API” means
application program interface.







	 	3.5  “Behind
the Firewall Enterprise Model” means the model of deploying the Customized  Software
where the server portion of the Customized Software is maintained  behind an enterprise
firewall.







	 	3.6  “Customer” means
both Enterprise and Individual Customers, as each is  defined herein.








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	 	3.7  “Customized
Software” means an altered to specification version of the  Software, in Object
Code, to be distributed to Verizon Wireless and to Users  pursuant to the terms of this
Agreement.







	 	3.8  “Deployment
Models” means the three (3) models that Verizon Wireless  will use to deploy the
Customized Software to its Customers: (a) Individual  Monitor Model, (b) Workgroup
Monitor Model, and (c) Behind the Firewall  Enterprise Model. “Deployment Models” does
not include the Hosted  Enterprise Model, however, this option is available to Verizon
Wireless to be  implemented at some point in the future.







	 	3.9  “Documentation” means,
whether in print or in electronic form: (i)  Intellisync’s then current published
specifications; (ii) user, maintenance  and system administration documentation including
but not limited to user  guidelines, operating manuals, training manuals and technical
materials; and  (iii) any and all revisions to the above.







	 	3.10  “Email
Addresses” means the email addresses created by Users using the  Customized Software
as contemplated by the terms of this Agreement.







	 	3.11  “Enterprise
Customer” is a Verizon Wireless customer that elects to  install the Customized
Software: (i) inside of the enterprise firewall, (ii)  within the enterprise network, or
(iii) software and users managed via the  enterprise internal IT department.







	 	3.12  “Error” means
failure of the Customized Software to perform in  accordance with the Specifications.







	 	3.13  “Hosted
Enterprise Model” means a model of deploying the Customized  Software where the
enterprise servers are hosted outside of the enterprise  firewall.







	 	3.14  “Individual
Customer” means a Verizon Wireless customer that is an  individual User, not an
Enterprise Customer.







	 	3.15  “Individual
Monitor Model” means a model of deploying the Customized  Software where the
Customized Software is located on an individual User’s  personal computer and the
server is maintained by Intellisync.







	 	3.16  “Intellisync
Marks” means those trademarks of Intellisync which are  set forth on Exhibit C
hereto, and such other trademarks, if any, that  Intellisync may from time-to-time
identify for Verizon Wireless, in writing, as  being “Intellisync Marks” within
the meaning of this Agreement.







	 	3.17  “Maintenance” means
those services provided by Intellisync in  accordance with Section 15.







	 	3.18  “Object
Code” means computer code substantially in binary form, and  includes header files
of the type necessary for use or interoperation with other  computer programs. It is
directly executable by a computer after processing or  linking, but without compilation
or assembly.







	 	3.19  “Outstanding
SOW” means an SOW for which Acceptance has not occurred.







	 	3.20  “Party” means
either Verizon Wireless or Intellisync, as the context requires; both  Verizon Wireless
and Intellisync may be collectively referred to as the  “Parties.”







	 	3.21  “Personally
Identifiable Information” means: (a) information about a  Customer that identifies
him or her (or it, in the case of an Enterprise) as a  unique individual (e.g., stating
his or her name, credit card number, social  security number, user ID, or electronic
serial number), or (b) contact  information identifying the Customer as a unique
individual (e.g., his or her  phone number, mobile directory number, physical address,
email address or alias  email address).








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	 	3.22  “PI
Engine” has the meaning ascribed to it in Exhibit A as the server  software and APIs
that manage the personalized information feature of the  Customized Software allowing for
the delivery of content, such as weather, maps,  driving directions and travel
itineraries to devices.







	 	3.23  “Project” means
all of the services and deliverables contemplated by  this Agreement.







	 	3.24  “Related
Services” means installation, implementation, technical  support, maintenance,
modification, training, repair and other services related  to the Customized Software
that Intellisync will provide to Verizon Wireless  hereunder.







	 	3.25  “Release” means
all new versions and successor products containing  substantially similar functionality
to that in the Software as described in  Exhibit A and provided under Maintenance.
Release does not include unrelated  additional functionality that Intellisync makes
available for a separate,  additional license fee above the license fee Intellisync
generally charges third  parties for the Software.







	 	3.26  “Self-Help
Code” means any back door, “time bomb”, drop-dead  device, or other
software routine designed to disable a computer program  automatically with the passage
of time or under the positive control of a person  other than a licensee of the program.
Self-Help Code does not include software  routines in a computer program, if any,
designed to permit the licensor of the  computer program (or other person acting by
authority of the licensor) to obtain  access to a licensee’s computer system(s)
(e.g., remote access via modem)  for purposes of maintenance or technical support.







	 	3.27  “Software” means
the computer programs and applications, in Object  Code form, including, but not limited
to Intellisync Email Accelerator (IEA),  Intellisync Systems Management, Intellisync File
Sync, and Intellisync  Personalized Information Engine, and as may be described in
Exhibit A or in an  SOW, and which shall include, but not be limited to, all operating
programs,  Updates and Documentation and all media on which it may be recorded or stored.







	 	3.28  “SOW” means
a statement of work between and signed by the Parties in  substantially the form attached
hereto as Exhibit E, which is a purchase order,  written order or other communication
and/or electronic transmission from Verizon  Wireless to Intellisync for the license or
purchase from Intellisync of Software  and/or Related Services.







	 	3.29  “Specifications” means
Documentation and the functional performance  capabilities, capacities and
specifications, including any testing and  acceptance criteria or benchmark test results,
for the Software or Related  Service set forth in this Agreement, in an SOW, or in an
applicable Intellisync  response or proposal.







	 	3.30  “Unauthorized
Code” means any virus, Trojan horse, spyware, worm, or  any other software routines
or hardware components designed to permit  unauthorized access to disable, erase, or
otherwise harm software, hardware, or  data or to perform any other such actions. The
term Unauthorized Code does not  include Self-Help Code.







	 	3.31  “Updates” means
all patches fixes, corrections, improvements, upgrades  and updates relating to such
Customized Software, as well as refinements,  changes and corrections to the Customized
Software as are required to keep the  Customized Software in conformance with the
applicable Specifications and that  are created by Intellisync as corrections for defects
in the Customized Software  that are provided under Maintenance. Updates does not include
unrelated  additional functionality that Intellisync makes available for a separate,
additional license fee above the license fee Intellisync generally charges third  parties
for the Customized Software.








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	 	3.32  “Use” means:
(i) to read into or out of hardware memory and execute  the Customized Software whether
in whole or in part; (ii) to transfer into, and  store in, equipment selected by Verizon
Wireless all or any portion of the  Customized Software; and (iii) to process and execute
instructions, statements  and data included in or output to the Customized Software.







	 	3.33  “User” is
an individual who has activated the Customized Software  (whether an Individual Customer
or an individual user who is part of an  Enterprise Customer).







	 	3.34  “User
Data” means all information, whether Aggregate Information or  personally
identifiable information (including, but not limited to the MIN, the  MDN or the Email
Address), generated or collected by or for Verizon Wireless:  (a) under the terms of any
Verizon Wireless User agreement, (b) in connection  with a Verizon Wireless User’s
use of the Verizon Wireless Services and the  Customized Software, and/or (c) under
stand-alone terms and conditions, the  terms and conditions of a Verizon Wireless
customer agreement or under a similar  agreement.







	 	3.35  “Verizon
Wireless Marks” means those trademarks of Verizon Wireless  and/or Verizon
Communications which are set forth on Exhibit C hereto, and such  other trademarks, if
any, that Verizon Wireless may from time-to-time identify  for Intellisync, in writing,
as being “Verizon Wireless Marks” within  the meaning of this Agreement.







	 	3.36  “Workgroup
Monitor Model” means a model of deploying the Customized  Software where the
Customized Software is located on a personal computer for a  small group of users and a
server is hosted by either Intellisync or a third  party.







	 	3.37  “Warranty
Period” means the period of time set forth in Section 17.2.4  unless a longer period
is set forth in an SOW.








4. SCOPE



	 	4.1
This Agreement is for the benefit of Verizon Wireless, its agents and its  Affiliates
(collectively “Verizon Wireless”). Verizon Wireless may  license the Customized
Software and purchase Intellisync’s Related Services  for its own use and service,
and for the use and service of its licensees, as  set forth herein. Such Customized
Software may be used to provide services to  third parties.







	 	4.2
This Agreement is a nonexclusive and “as ordered” contract. It is not  intended
and shall not be construed to require Verizon Wireless to purchase any  specific amount
of Software or Related Services from Intellisync. There is no  minimum order quantity or
volume required from Verizon Wireless when ordering  Software and Related Services,
unless specified otherwise in an exhibit.







	 	4.3
Verizon Wireless may submit an additional SOW for any Software and/or Related  Service
listed in Exhibit A and Intellisync shall fulfill the SOW at the prices  specified. If an
SOW submitted by Verizon Wireless to Intellisync conforms to  the requirements of Section
9, is within the guidelines for Software or Related  Service quantities and for the price
or prices set forth in Exhibit A, and does  not make a material change to any of the
terms of this Agreement applicable to  such SOW, then Intellisync shall be obligated to
accept the SOW as issued and  also to acknowledge its receipt within two (2) days,
without further  conditioning, acceptance, or acknowledgement on Verizon Wireless’ acceptance
of any terms or conditions inconsistent with, or in addition to,  those set forth in this
Agreement.







	 	4.4
Under no circumstances shall any Intellisync shrink-wrap and/or click-wrap  license be
given any force or effect in connection with any Software delivered  to Verizon Wireless
pursuant to this Agreement, and Verizon Wireless  specifically rejects all such licenses
and replaces their terms with the terms  of this Agreement.








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	 	4.5
Initial Delivery Commitment. Intellisync commits to develop and deliver the  initial
delivery of the Customized Software as described in the Customized  Software delivery
schedule, and to make the hosting of the initial delivery of  Customized Software
available as of April 30, 2004 (the “Initial  Delivery”). Verizon Wireless
agrees to work in good faith to allow  Intellisync to meet the April 30, 2004 date, and
will use commercially  reasonable efforts to provide Intellisync with all assistance
reasonably  requested by Intellisync in a timely manner. If the Initial Delivery date is
not  met, then Intellisync will “refund” the Customized Software  Development
Fee described in Exhibit A. Verizon Wireless acknowledges that  Intellisync has satisfied
its obligations under this Section 4.5, and that  Verizon Wireless is not and will not
seek the refund described in this Section  4.5.








5.
DEVELOPMENT



	 	5.1
Customized Software. The Customized Software will include the following services  as per
the Customized Software Specifications: (a) system implementation, (b)  customization of
the authentication process, (c) integration of the Verizon  Wireless website with the
Intellisync User home page, (d) the Software Product  Functionality Document and (e)
branding as “powered by Intellisync” per Intellisync’s branding guidelines
for the Software.







	 	5.2
Future Customizations. Verizon Wireless may request additional customization  work to the
Customized Software by agreeing to an SOW with Intellisync. Such  additional
customization will be performed under and governed by the terms of  the SOW, at
Intellisync’s then-current rates for such services, unless  otherwise stated in the
SOW.







	 	5.3
Continued Customized Software Branding. Branding will include the “Powered  by
Intellisync” logo in those places specified by the Parties as agreed to  in the
Intellisync branding kit, attached hereto as Exhibit H.







	 	5.4
Device Compatibility.







	 	5.4.1
Within 30 days of the Effective Date the Parties will meet to discuss device roadmap
requirements and Customized Software compatibility and establish a matrix of those
devices  which shall be supported by this Project. The Parties further agree to hold
monthly  meetings, as mutually agreed by the parties, for exposure to new device
roadmaps, to  prioritize devices for support, as determined by Verizon Wireless, and to
discuss testing,  device operating system client support requirements and demonstration
units. Verizon  Wireless will provide Intellisync with all devices and operating systems
upon any changes  to the devices or operating systems which Verizon Wireless deems as
requiring  re-certification. The device and operating system testing methodology is
attached hereto  as Exhibit 1 to Exhibit F to this Agreement. The Parties acknowledge
that the testing  methodology can be updated and modified upon mutual agreement of the
parties. The Parties  acknowledge that the Customized Software does not work on all
mobile devices; rather, it  works on those certified by Intellisync as compatible with
the Customized Software. The  Customized Software created by Intellisync will work with
all devices that it has  certified as compatible with the Software in its Product
Functionality Document (Exhibit G  to this Agreement) as of the Effective Date. For so
long as Intellisync is providing  managed services, Intellisync and Verizon Wireless
shall continue to identify areas for  Intellisync’s continuous improvement in cost,
quality and service over the Term of  the Agreement. Intellisync shall afford Verizon
Wireless the ability to realize the  benefit of such improvements, including possible
price reductions, to the extent the  Parties mutually agree. Furthermore, a list of
continuous improvement initiatives may be  created by the Parties. Unless otherwise set
forth in this Agreement, Intellisync and  Verizon Wireless may meet, as mutually agreed,
to assess opportunities to implement  potential continuous improvement initiatives and
customer satisfaction issues, such  initiatives and issues to be mutually agreed to by
the Parties. Any device provided to  Intellisync by Verizon Wireless shall 








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	 	not
be used  for the purpose of developing or  certifying software over other wireless
networks, and  such devices are strictly protected  under the confidentiality provisions
of this  Agreement.







	 	5.4.2
Intellisync will make commercially reasonable efforts to provide a version of the
Customized Software that will be compatible with any Verizon Wireless device that is
based  on the Palm and Microsoft operating systems, including all updates to such
operating  systems.







	 	5.4.3
For devices which do not fall under Section 5.4.1 or 5.4.2, Verizon Wireless may request
that Intellisync create a compatible version of the Customized Software for another such
device for a mutually agreed upon fee. Verizon Wireless must provide Intellisync with at
least ninety (90) days written notice of the model, device number, manufacturer and
intended launch date of such device.







	 	5.4.4
For devices falling under Section 5.4.2 or 5.4.3, Verizon Wireless must provide
Intellisync, at no charge, with at least ten (10) activated devices for which Intellisync
is making the Customized Software compatible, for purposes of development, testing and
ongoing support of the Customized Software on such device. Devices and activated accounts
will be provided back to Verizon Wireless and closed accordingly, upon the request of
Verizon Wireless.







	 	5.5
Personalized Information Options. Verizon Wireless shall have the following options for
offering Users a personalized content service using the Customized Intellisync
Personalized Information Engine:







	 	5.5.1
Full  Feature.  Verizon  Wireless  may offer  Users  both the  Customized  Intellisync
PI Engine and all of  Intellisync's personalized information content from existing
sources; or







	 	5.5.2
Component  Approach.  Verizon  Wireless may offer Users the Customized  Intellisync PI
Engine without any of  Intellisync's  personalized  information  content from existing
content sources under existing  content terms;  provided,  however,  subject to said
third party content  providers'  agreement,  Intellisync agrees to make the APIs between
the PI  Engine and the third party content providers' sources available to Verizon
Wireless at no additional cost.








6. LICENSE



	 	6.1
License Grant.







	 	6.1.1
Internal Use License. Intellisync hereby grants to Verizon Wireless a world-wide,
non-exclusive, nontransferable (except in connection with a permitted assignment of this
Agreement) license for the Term to use the Customized Software. The aforesaid license
includes all future releases, updates and upgrades provided through maintenance services
offered by Intellisync for the Customized Software, for Verizon Wireless for its
demonstration and use of the Customized Software at any of its locations in a Behind the
Firewall Enterprise Installation for Users who are employees or contractors of Verizon
Wireless. Verizon Wireless shall not sublicense the Customized Software under this
Section. First and second level technical support for this Internal Use License shall be
provided by Verizon Wireless’ internal IT department, with Intellisync providing
third level technical support. Any internal use by Verizon Wireless’ agents shall be
for demonstration purposes only. The licenses shall remain in effect for so long as
Verizon Wireless satisfies its payment obligations hereunder.







	 	6.1.2
License to Resell, Sublicense. Intellisync hereby grants to Verizon Wireless, a
world-wide  license to resell, and thereby sublicense (through Verizon Wireless
Affiliates), the  Customized Software to its Customers and Users via the Deployment
Models so that the Users  may use the Customized Software. Each such sublicense to a User
shall be pursuant to a  written








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	 	end
user license agreement which protects Intellisync’s  proprietary rights in  the
Customized Software in a manner which is consistent with the  terms and conditions of
this Agreement and which is at least as protective of Intellisync’s  rights as those
contained herein. The User shall be required to affirmatively agree to  the terms of such
license before downloading or installing the Customized Software. The  licenses shall
remain in effect for so long as Verizon Wireless satisfies its payment  obligations
hereunder.







	 	6.1.3
Evaluation License. Without obligation to pay any additional fees, Verizon Wireless may
sublicense the Customized Software to Enterprise Customers that it has pre-qualified as
prospective customers of the Customized Software pursuant to prequalification requirements
mutually agreed upon by Verizon Wireless and Intellisync. In such instances, the
prospective Enterprise Customer may allow up to five (5) Users to evaluate the Customized
Software for up to thirty (30) days. Verizon Wireless will report (at the Parties’
quarterly meetings) to Intellisync which Enterprise Customers are evaluating the
Customized Software and the results of such evaluations. At the conclusion of the
evaluation period, Verizon Wireless will terminate the Users rights’ to use the
Customized Software unless the Enterprise Customer has entered into a valid agreement to
purchase rights to continue use of the Customized Software. Each such sublicense to a User
shall be pursuant to a written end user license agreement which protects
Intellisync’s proprietary rights in the Customized Software in a manner which is
consistent with the terms and conditions of this Agreement and which is at least as
protective of Intellisync’s rights as those contained herein. The User shall be
required to affirmatively agree to the terms of such license before downloading or
installing the Customized Software.







	 	6.1.4
Verizon Wireless shall also have the right, at no additional charge, to Use the
Customized  Software by means of remote electronic access at locations other than the
locations at  which the Customized Software is stored. Intellisync also grants to Verizon
Wireless the  right to authorize Use or to transfer or sublicense such license to its
subcontractors,  agents, contractors, outsourcing entities and others for use when
performing services for  Verizon Wireless. In addition, if Verizon Wireless transfers or
assigns the Customized  Software to an Affiliate or a third party in connection with the
provision or support of  network services, then the license granted hereunder shall
extend to such transferee or  assignee. No such authorization, transfer or sublicense
shall release Verizon Wireless  from its obligations hereunder.







	 	Additionally,
Verizon Wireless shall have the right to distribute the Software, including the email
services, through its direct and indirect distribution channels, including its agents.







	 	6.2
License Term. Unless otherwise stated in any SOW, the term of each  Customized
Software license granted under this Agreement or any SOW shall  commence on the
applicable delivery date, or such other date as set forth in an  SOW, and shall remain in
effect during the Term, provided however, the  termination of this Agreement or any SOW
shall not affect the ability of a User  to use the Customized Software, so long as
Verizon Wireless is providing the  hosting of the Customized Software.







	 	6.3
Bankruptcy Code 365(n).





	 	All
rights and licenses granted under or pursuant to this Agreement or any SOW by
Intellisync to Verizon Wireless are, and shall otherwise be deemed to be, for  the
purposes of Section 365(n) of the United States Bankruptcy Code  (“Code”),
licenses to rights to “intellectual property” as  defined in the Code. The
Parties agree that Verizon Wireless, as licensee of  such rights under this Agreement,
shall retain and may fully exercise all of its  rights and elections under the Code. The
Parties further agree that, in the  event of a bankruptcy proceeding by or against
Intellisync under the Code,  Verizon Wireless shall be entitled to retain all of its
rights (including all  licenses) under this Agreement





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	 	and/or
any SOW. Time is of the  essence. In the  event of filing a petition for relief under the
Code, Intellisync shall  assume  or reject the Agreement within thirty (30) days.







	 	6.4
Restrictions. Verizon Wireless shall not copy, use, modify, distribute,  resell,
or access the Customized Software except as expressly permitted in this  Agreement.
Verizon Wireless will not, and will not cause or permit any Verizon  Wireless contractor
to, copy, use, analyze, reverse engineer, decompile,  disassemble, translate, convert, or
apply any procedure or process to the  Customized Software in order to ascertain, derive,
and/or appropriate for any  reason or purpose, the source code or source listings for the
Customized  Software or any trade secret information or process contained in the
Customized  Software or remove any product identification, copyright or other notices.
Verizon Wireless shall not create any derivative works based on the Customized  Software
unless such derivative works are the subject of a signed agreement  between the Parties.







	 	6.5
Exclusivity on Individual Monitor Model. Intellisync will not license to  any
United States based wireless cellular telephone provider any customized  version of the
Software which would enable such wireless cellular provider to  provide its subscribers
with an Individual Monitor Model prior to July 20, 2004.







	 	6.6
Software Ownership. As between the Parties, Intellisync and its licensors  shall
retain all right, title and interest in the Software and Customized  Software,
Documentation, and all copies and derivative works thereof (except any  derivative works
created by Verizon Wireless subject to a separate SOW between  the Parties), including,
without limitation, all patent, copyright, trade  secret, trademark, and all other
proprietary and intellectual property rights  therein. Except as expressly permitted
under this Agreement, Intellisync and its  licensors reserve all, and Verizon Wireless
does not acquire any, rights,  express or implied, in the Software, Customized Software
or Documentation.  Except as otherwise stated in this Agreement, Verizon Wireless shall
have no  right to receive any source code with respect to the Software or Customized
Software.







7.  LICENSE
TO TRADEMARKS.



	 	7.1
Verizon Wireless Marks License. Subject to Section 7.3 directly below,  Verizon
Wireless hereby grants Intellisync the non-exclusive, royalty free,  personal, revocable,
non-transferable right to use, reproduce, publish, perform  and display the Verizon
Wireless Marks during the Term in connection with the  development, use, reproduction in
promotional and marketing materials, content  directories and indices, electronic and
printed advertising, publicity,  newsletters and mailings, only with the prior written
consent of Verizon  Wireless and only in accordance with the procedures and guidelines
set forth in  Section 7.3 below.







	 	7.2
Intellisync Marks License. Subject to Section 7.3 directly below,  Intellisync
hereby grants Verizon Wireless the non-exclusive, royalty free,  personal, revocable,
non-transferable right to use, reproduce, publish, perform  and display the Intellisync
Marks in connection with the development, use,  reproduction in promotional and marketing
materials, content directories and  indices, electronic and printed advertising,
publicity, newsletters and  mailings, only with the prior written consent of Intellisync
and only in  accordance with the procedures and guidelines in Section 7.3 below.







	 	7.3
Use of Marks. Prior to the first use of any of the other Party’s  Marks in
the manner permitted herein, the Party using such Marks shall submit a  sample of such
proposed use to the other Party for its prior written approval.  Following any such “first
use” of a Party’s Mark as described  above, the using Party shall not be
required to gain the owning Party’s  approval to use the Mark provided the use is
substantially similar to the first  use.








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	 	7.3.1
In addition, if there are modifications to the use of a Party’s Marks after the
first  approved use of such Marks, such modifications must be submitted to the owner of
such  Marks for approval prior to the modified use.







	 	7.3.2
Without limiting the generality of the foregoing, each Party shall strictly comply with
all standards with respect to the use of the other Party’s Marks which may be
furnished by such Party from time-to-time, and all uses of the other Party’s Marks
in  proximity to the trade name, trademark, service name or service mark of any other
person  shall be consistent with the standards furnished by the other Party from
time-to-time.







	 	7.3.3
Further, neither Party shall create a combination mark consisting of one or more  Marks
of the other Party.







	 	7.3.4
All uses of the other Party’s Marks shall inure to the benefit of the Party owning
such Mark. Each Party hereby acknowledges and agrees that, as between the Parties hereto,
the other Party is the owner of the Marks identified as its Marks on the applicable
Exhibit to this Agreement, and all goodwill associated therewith shall inure to the
benefit of the Party owning said Marks.







	 	7.3.5
Either Party may update or change the list of Marks usable by the other Party hereunder
at  any time by written notice to the other Party.







	 	7.3.6
During the Term of this Agreement, neither Party shall use, register, or attempt to
register, in any country, any name or trademark identical or confusingly similar to the
other Party’s Marks. The owner Party shall have the sole right to and in its sole
discretion may control any action concerning its Marks.







	 	7.3.7
Any materials, activities, products, or services distributed or marketed by a Party in
conjunction with the other Party’s Marks shall: (i) meet all terms of this
Agreement,  (ii) meet or exceed standards of quality and performance generally accepted
in the  industry, and (iii) comply with all applicable laws, rules, and regulations. Each
Party  shall fully correct and remedy any deficiencies in its use of the other Party’s
Marks  and/or the quality of any materials, activities, products, or services it offers
or  markets in conjunction with the other Party’s Marks, upon reasonable notice from
the  other Party.








8. PRICE AND
PRICE REVISIONS



	 	8.1  The
prices for all Customized Software or Related Service ordered by Verizon  Wireless are
those prices set forth in Exhibit A and there shall be no price  increases during the
Term of this Agreement on Customized Software or Related  Services ordered under this
Agreement.







	 	8.2  For
the Term of this Agreement, *** Intellisync represents and warrants that  ***.  If
during the Term of this Agreement ***.







	 	8.3  Any
price decrease or discount increase shall be effective immediately upon  announcement by
Intellisync. Such pricing shall apply to all SOWs that have not  been invoiced by
Intellisync. Notice of price decrease shall be given both in  writing and in the Verizon
Wireless-defined electronic format and addressed or  directed to the respective Parties
indicated in Section 29.








9.
STATEMENTS OF WORK



	 	9.1
Intellisync may enforce each SOW only against the Affiliate that has submitted  the SOW.
Default shall not affect any other Affiliate party to this Agreement.







	 	9.2
Unless expressly set forth in an exhibit or SOW, Verizon Wireless may cancel or
reschedule SOWs for convenience, in whole or in part, by providing written  notice to
Intellisync at least fifteen








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	 	(15)
days before scheduled ship date of  Customized Software  or date Related Services,
including but not limited to  maintenance services, are to be  rendered. In such case,
Verizon Wireless shall  pay Intellisync all expenses and costs,  including Intellisync’s
professional services expenses (such expenses to be billed  on a time and  materials
basis at Intellisync’s then existing hourly rates or those  hourly  rates as stated
in the SOW) associated with the work performed by Intellisync  through the date of
termination. If the charges for such terminated SOWs were  paid in  advance, Intellisync
shall promptly refund remaining charges to Verizon  Wireless after  deducting Intellisync’s
above-mentioned costs and expenses.







	 	9.3
Modification of and SOW by Verizon Wireless or its Affiliates will extend the  date of
delivery of Customized Software and/or Related Services.








10.
PAYMENT  TERMS, BILLING



	 	10.1 Intellisync
shall render invoices following the date of Acceptance. Payment for Software of  Related
Services shall be due sixty (60) days from date of receipt of an  undisputed invoice,
unless payment terms more favorable to Verizon Wireless are  stated on Intellisync’s
invoice and Verizon Wireless elects to pay on such  terms. Payment for Related Service
shall be due sixty (60) days after receipt of  an undisputed invoice. However, payment
shall not indicate acceptance of any  Software or Related Service performed.







	 	10.2
Invoices  for charges specified in an SOW shall be submitted by Intellisync to the
address  specified in the SOW. Invoices shall include, but not be limited to, (a) SOW
number; (b) Software description and identification number; (c) ship to name and
address; (d) delivery method (i.e., electronic or physical); (e) date of  delivery (f)
quantity shipped and billed or quantity of service units performed  and billed; (g)
maintenance service details; (h) net unit cost; (i) discounts  applied; (j) net invoice
amount; (k) contract information for invoice disputes;  and such other detail as Verizon
Wireless may request.








11. RECORDS
AND REPORTS



	 	11.1
Intellisync  shall maintain complete and accurate records of all invoices, all amounts
billable to and payments made by Verizon Wireless, in accordance with generally  accepted
accounting practices. Intellisync shall retain and make available upon  request such
records for a period of *** from the date of acceptance of the  Software or rendering of
Related Services covered by this Agreement.







	 	11.2  Intellisync
shall permit a mutually agreed upon third party certified public  accountant to examine
and audit such records at all reasonable times as may  reasonably be required to verify
compliance with this Agreement, at such times  as Verizon Wireless may reasonably request
upon reasonable written notice.  Intellisync shall have the right to require the
aforesaid third party CPA to  enter into a non-disclosure agreement with Intellisync,
prior to conducting the  audit. Verizon Wireless shall pay the cost of audits unless the
audit reveals  that Verizon Wireless has made an overpayment in excess of *** due for any
***,  in which event Intellisync shall reimburse Verizon Wireless for the cost of such
audits in addition to all other amounts to which Verizon Wireless may be legally
entitled. Audits shall not unreasonably interfere with Intellisync’s  business
activities, and shall not be conducted more than *** in any *** period.  However, in the
event prior audits indicate problems with record keeping,  reporting and/or payment, said
audits shall not be limited to *** in any ***  period until such time as a subsequent
audit reflects a proper accounting. The  books and records being audited, as well as the
results of the audit shall be  considered Confidential Information of Intellisync
disclosed to Verizon Wireless  under the terms of this Agreement.







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	 	11.3  Verizon
Wireless agrees to keep complete and accurate books and records of all  Users of the
Customized Software as necessary to demonstrate Verizon  Wireless’s compliance with
this Agreement. Verizon Wireless shall permit a  mutually agreed upon third party
certified public accountant to audit copies of  Verizon Wireless’ books and records
as may reasonably be required to verify  compliance with this Agreement, at such times as
Intellisync may reasonably  request upon reasonable written notice. Verizon Wireless
shall have the right to  require the aforesaid third party CPA to enter into a
non-disclosure agreement  with Verizon Wireless, prior to conducting the audit.
Intellisync shall pay the  cost of audits unless the audit reveals under-reporting by ***
or more of the  amount due for any month, in which event Verizon Wireless shall reimburse
Intellisync for the cost of such audits in addition to all other amounts to  which
Intellisync may be legally entitled. Audits shall not unreasonably  interfere with
Verizon Wireless’s business activities and shall not be  conducted more than *** in
any *** period. However, in the event prior audits  indicate problems with record
keeping, reporting and/or payment, said audits  shall not be limited to *** in any ***
period until such time as a subsequent  audit reflects a proper accounting. The books and
records being audited, as well  as the results of the audit shall be considered
Confidential Information of  Verizon Wireless disclosed under the terms of this Agreement.








12. DELIVERY



	 	12.1 Delivery.







	 	12.1.1  Unless
otherwise specified in an SOW, shipment of Software shall be made  electronically. Where
delivery in other than electronic format is specified in  an SOW, shipment of Software
shall be FOB Verizon Wireless designated location,  freight prepaid, and added to Verizon
Wireless’ invoice. Intellisync shall  select a carrier based on the best rate as
negotiated by Intellisync, and  Verizon Wireless shall only pay Intellisync’s actual
net transportation  costs, reduced by any and all setoffs, including but not limited to,
all  applicable discounts, allowances and refunds. Failure to ship in accordance with
Verizon Wireless’ instructions may result in charge backs to Intellisync.







	 	12.1.2 
The Parties agree and understand that time is of the essence for Software purchased
pursuant to this Agreement. Delivery intervals as set forth in this Agreement or an SOW
shall begin from the date of Intellisync’s receipt of Verizon Wireless’ SOW.







	 	12.1.3  Unless
instructed otherwise by Verizon Wireless, Intellisync shall, for SOWs  placed: (a) see
that all subordinate documents bear Verizon Wireless’ SOW  number; (b) enclose a
packing list with each shipment and when more than one  package is shipped, identify the
one containing the packing list; (c) mark  Verizon Wireless’ SOW number on all
packages and shipping papers; (d)  render invoices showing Verizon Wireless’ SOW
number; (e) render separate  invoices for each shipment or SOW; (f) forward shipping
notices with invoices;  (g) invoice Verizon Wireless by mailing or otherwise transmitting
invoices,  bills, and notices to the billing address on the SOW; and (h) make available a
bill of lading upon request.







	 	12.1.4  Intellisync
shall ship the Customized Software to Verizon Wireless as authorized  pursuant to this
Agreement or an SOW. If the Customized Software is delivered  ahead of the delivery date,
Verizon Wireless may withhold payment for the  Customized Software until after the
specified delivery date and, if necessary,  place the Customized Software in storage, at
Intellisync’s expense, until  the specified delivery date.







	 	12.1.5  Where
delivery in other than electronic format, the Customized Software shall be  packaged for
shipment, at no additional charge, in commercially suitable  containers, consistent with
all applicable laws, that provide protection against  damage during the shipment,
handling and storage of the Software.








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	 	12.2 Late Delivery.







	 	If
Intellisync fails to deliver to Verizon Wireless the Customized Software on or  before
the ordered delivery date, Verizon Wireless may either cancel the SOW or  extend such
ordered delivery date to a subsequent date and may require an  expedited delivery, with
any additional costs to be borne by Intellisync, unless  such failure to deliver or the
delay is caused by a party other than  Intellisync, its Affiliates or agents. If Verizon
Wireless elects to extend the  ordered delivery date due to Intellisync’s failure to
timely deliver the  Customized Software, the Parties agree that Intellisync will pay
Verizon  Wireless a performance compensation payment in an amount equal to *** of the
maximum dollar amount available under the related SOW for each week or part  thereof of
delay occurring after the ordered delivery date originally specified  on the SOW until
either the delivery date or the date on which Verizon Wireless  cancels the SOW,
whichever first occurs. Under normal circumstances resort to,  and utilization of,
performance compensation payments shall preclude the  subsequent exercise of the cure
period set forth in Section 19.1 for the  specific Intellisync failures for which
performance compensation payments have  been assessed and reimbursed. However, such
failures shall be counted in  determining the repeated, consistent or cumulative failure
of Intellisync to  meet the performance requirements of this Agreement or the requirement
that  Intellisync cure the specific failure to perform for which performance
compensation payments were assessed. In consideration of the fact that damages
sufferable by Verizon Wireless as the result of late delivery may be difficult  to
discern, the aforesaid performance compensation payments shall be deemed  liquidated
damages and not a penalty.







	 	12.3 Risk of Loss.







	 	Intellisync
shall bear the risk of loss of or damage to the Customized Software until  receipt of all
Customized Software specified in an SOW. Intellisync shall  promptly replace such
Software when lost or damaged at no additional charge.








13.
DOCUMENTATION



	 	13.1 For
so long as Verizon Wireless is receiving Maintenance, with each license of  Software
ordered hereunder, Intellisync shall support the Software by  maintaining and providing
to Verizon Wireless, at no additional charge, copies  of all Documentation, in a machine
readable format unless another format is  agreed to by Verizon Wireless, which is
provided by Intellisync to any of its  other customers for the Software. Documentation
shall comply with commonly  accepted industry standards with respect to content, size,
legibility and  reproducibility. For so long as Verizon Wireless is receiving
Maintenance,  Intellisync shall provide, at no additional charge, all future updates of
such  Documentation. Verizon Wireless shall have the right to reproduce all
Documentation including all machine-readable documentation for the Customized  Software,
provided that such reproduction is made solely for Verizon  Wireless’ permitted uses
hereunder. Any such reproductions shall include  any copyright or similar proprietary
notices contained on the items being  reproduced. Documentation shall include, but not be
limited to, the following  areas:







	 	13.1.1
Administration;







	 	13.1.2
Features  and technical specifications;







	 	13.1.3
Installation and testing criteria;







	 	13.1.4
Operations,  provisioning;







	 	13.1.5
Maintenance and diagnostics; and








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	 	13.1.6
Other documentation mutually deemed necessary by the Parties to support the installation,
acceptance testing, administration, maintenance and engineering and operation of the
Software.







	 	13.2 Intellisync
shall maintain a record of Software Documentation that has been distributed  among
Verizon Wireless’ personnel and provide updates of such  Documentation, at no
additional charge, in accordance with that record.







	 	13.3 Intellisync
hereby grants to Verizon Wireless a fully paid-up license, at no additional  charge, to
copy or otherwise reproduce all or portions of the Documentation for  use in accordance
with the license granted in Section 6. Any such reproductions  shall retain any copyright
or similar proprietary notices contained on the items  being reproduced.








14.
INSPECTION AND ACCEPTANCE



	 	14.1 Benchmark Testing.







	 	Upon
Verizon Wireless’ request, before Verizon Wireless places an order,  Intellisync
shall, at no cost to Verizon Wireless, demonstrate the functional  capabilities of the
Software at agreed times and places. The result of this  demonstration or benchmark test
may, at Verizon Wireless’ option, be  incorporated into the SOW.







	 	14.2 Inspection and Acceptance Testing.







	 	All
Customized Software delivered shall be subject to inspection and Acceptance by  Verizon
Wireless to determine if the Customized Software functions in all  material ways in
conformity with the Specifications (collectively  “Acceptance Test Criteria”).
Inspection or failure to inspect shall  not be deemed Acceptance of Customized Software.
Verizon Wireless’ right to  test does not relieve Intellisync from its testing,
inspection and quality  control obligations. Verizon Wireless shall certify to
Intellisync Acceptance of  the Customized Software upon the successful achievement of the
performance  standards set forth below.







	 	14.2.1
If the Customized Software, including any Update is to be installed by Verizon Wireless,
Verizon Wireless shall have *** following delivery, within which to perform acceptance
testing of the Customized Software to determine its conformity with the Acceptance Test
Criteria.







	 	14.2.2  If
the Customized Software, including any Update is to be installed by  Intellisync, Verizon
Wireless shall have *** following successful conclusion of  Intellisync’s standard
test procedures (or other mutually agreed upon  evaluation and test procedures set forth
in an SOW) within which to perform  acceptance testing of the Customized Software to
determine its conformity with  the Acceptance Test Criteria.







	 	14.3
If  Software successfully conforms to the Acceptance Test Criteria, Verizon Wireless
shall notify Intellisync in writing of its acceptance of the Customized Software  (“Acceptance”).
If the Customized Software fails the test procedures,  Verizon Wireless may, provide
notice to Intellisync rejecting such Customized  Software. Following such notification,
Verizon Wireless may, at its option: (a)  return the Customized Software to Intellisync
within ***, at Intellisync’s  risk and expense, and receive a full refund of all
amounts paid with respect to  returned Customized Software and Related Services; or (b)
grant Intellisync the  opportunity to correct all deficiencies by repairing or replacing
any  non-conforming Customized Software, within *** for material launch impacting
issues; or (c) grant Intellisync the opportunity to correct all deficiencies by
repairing or replacing any non-conforming Customized Software, within ***, or  within
such other time as the Parties may agree, for all other issues. If  Verizon Wireless
grants Intellisync such opportunity and after the cure period  the Customized Software
still fails to perform, Verizon Wireless shall have the  right to reject








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	 	the
Customized  Software, and return the Software to Intellisync  at Intellisync’s
expense, and  receive a full refund of all amounts paid  with respect to the returned
Software.  Software shall not be deemed accepted  unless such acceptance is in writing or
as  provided in Section 14.5 below.







	 	14.4
If Verizon Wireless elects not to perform specific acceptance tests, the  Software shall
be deemed accepted upon commercial availability.







	 	14.5 If
applicable, any amounts for the Software and Related Services paid to  Intellisync by
Verizon Wireless shall be refunded to Verizon Wireless within ***  after return of
Software.








15.
MAINTENANCE



	 	15.1
Subject to Verizon Wireless’ payment of the Maintenance Fees in accordance  with
Exhibit A, Intellisync will provide annual technical support and assistance  relating to
the Customized Software via email and telephone only, directly to  authorized personnel
who are employees of Verizon Wireless and are trained in  the usage of the Customized
Software. Intellisync will not be responsible for  any direct Verizon Wireless User
support pursuant to this Agreement.







	 	15.2
Subject to Verizon Wireless’ payment of the Maintenance Fees in accordance  with
Exhibit A, Intellisync will provide to Verizon Wireless all Updates, and  Releases to the
Customized Software promptly upon their commercial release.  Verizon Wireless
acknowledges that Intellisync may, in its sole discretion,  limit its technical support
and assistance as set forth above to the most recent  *** of the Customized Software if
such recent versions have been offered to  Verizon Wireless, provided that Intellisync
will continue providing technical  support for the former *** for *** after release of
the new ***.







	 	15.3
Subject  to Verizon Wireless’ payment of the Maintenance Fees, Intellisync will
provide annual maintenance as described in 15.1 and 15.2 above  (“Maintenance”)
at the rates described in Exhibit A. On the  anniversary of the Effective Date, Verizon
Wireless shall elect whether it wants  to receive twelve (12) months (the “Maintenance
Term”) of Maintenance.  If elected, Verizon Wireless agrees to pay Intellisync the
maintenance fees as  described in Exhibit A (“Maintenance Fees”). If Verizon
Wireless  ceases to pay for and receive Maintenance and later requests Maintenance,
Verizon Wireless will be required to pay to Intellisync the Maintenance Fees not  paid
during the period in which the Maintenance was discontinued. Intellisync  has no
obligation to provide Verizon Wireless with any Maintenance unless  Verizon Wireless has
paid for the Maintenance in advance as required hereunder.







	 	15.4 Service
Level Agreement. Attached as Exhibit F is a Service Level Agreement  (“SLA”)
setting forth the respective responsibilities of the Parties  regarding support of the
Customized Software and Related Services.








16. RELATED
SERVICES



Verizon
Wireless may order and Intellisync shall provide Related Services as set forth  in
Exhibit B.




17.
REPRESENTATIONS AND WARRANTIES



	 	17.1 Ownership.





	 	Intellisync
represents and warrants that it owns the Customized Software and has the right  to
license the Customized Software to Verizon Wireless. Intellisync also  represents and
warrants to the best of its knowledge that ***. As to Customized  Software which
Intellisync does not have title, Intellisync represents and  warrants that it has rights
in the Customized Software sufficient to permit the  license and sublicense of the
Customized Software to Verizon Wireless and that  Intellisync has full right, power and
authority to license the Customized  Software and other rights granted hereunder to
Verizon Wireless and its  Customers and Users.








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	 	17.2  Limited
Term Warranties.







	 	17.2.1
For the Warranty Period specified below, Intellisync warrants to Verizon  Wireless that:







	 	17.2.1.1  The
Customized Software and media containing the Customized Software and the  Related
Services will be free from defects in design, material and workmanship;







	 	17.2.1.2  The
Customized Software will substantially conform to and perform in all  material ways in
accordance with the Specifications and SOW;







	 	17.2.1.3  So
long as Verizon Wireless is receiving maintenance, if Intellisync makes  generally
available any Updates or other enhancements or upgrades, such Updates,  enhancements or
upgrades shall be included within this warranty;







	 	17.2.1.4  Each
Update will conform to and perform in all material ways in accordance with  the
Specifications; and







	 	17.2.1.5  If
Customized Software furnished contains one or more manufacturers’ warranties, other
than Intellisync’s, Intellisync hereby assigns such  warranties to Verizon Wireless.







	 	17.2.2
If the Customized Software does not meet its warranties during the Warranty Period and
Intellisync has not: (a) replaced the Customized Software with Customized Software that
will perform in accordance with the Specifications, or; (b) modified the Customized
Software to perform in accordance with the Specifications within *** subsequent to the
expiration of the Warranty Period, then in addition to any other rights or remedies
Verizon Wireless may have at law or in equity, Verizon Wireless may terminate this
Agreement or any SOW issued hereunder, and Intellisync shall refund to Verizon Wireless
the amount paid to it for the nonconforming Customized Software.







	 	17.2.3
EXCEPT FOR THE WARRANTIES IN THIS SECTION 17, INTELLISYNC MAKES NO WARRANTY OF ANY KIND
WITH REGARD TO THE SOFTWARE OR CUSTOMIZED SOFTWARE. INTELLISYNC EXPRESSLY DISCLAIMS ANY
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING IN LAW, CUSTOM,
CONDUCT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, INTELLISYNC DOES NOT DISCLAIM
VERIZON  WIRELESS’ RIGHT TO INDEMNIFICATION PURSUANT TO SECTIONS 20 AND 28 OF THIS
AGREEMENT.







	 	17.2.4
Warranty Period.







	 	The
Warranty Period for Customized Software or Related Services will be in effect for ***
from  the Effective Date. Thereafter the Warranty Period shall be *** from the date of
Acceptance; provided, however, that such Warranty Period for Software shall be extended
by  a period equal to the time during which such Software does not meet its warranties.
The  Warranty Period for replacement Customized Software shall be the remaining Warranty
Period  of the replaced Customized Software or ***, whichever is the greater.
Notwithstanding the  foregoing, the Warranty Period related to Ownership and *** shall
extend for the Term of  the Agreement.







	 	17.3
Software Virus Protection.







	 	17.3.1
Intellisync  represents and warrants to Verizon Wireless that the Customized  Software
does not  contain or will not contain any Self-Help Code or any  Unauthorized Code.
Intellisync  shall remove promptly any such Self-Help Code or  Unauthorized Code in the
Customized  Software of which it is notified or may  discover. Intellisync shall
indemnify Verizon  Wireless against any loss or  expense arising out of any breach of
this warranty.








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	 	17.3.2  Intellisync
also represents and warrants that there are no copy protections or  similar mechanisms
within the Customized Software, which will, either now or in  the future, interfere with
the grants made in this Agreement. Furthermore,  Intellisync represents and warrants
unless: (a) requested in writing by Verizon  Wireless and Verizon Wireless approves
Intellisync’s response, or (b)  Intellisync advises Verizon Wireless in writing that
it is necessary to perform  valid duties under this Agreement and authorized in writing
by Verizon Wireless,  the Customized Software shall: (i) contain no hidden files; (ii)
not replicate,  transmit or activate itself without control of an authorized person
operating  computer equipment on which it resides; (iii) not alter, damage or erase any
data or computer programs without control of an authorized person operating the  computer
equipment on which it resides; and (iv) contain no encrypted imbedded  key, node lock,
spyware, time out or other function, whether implemented by  electronic, mechanical or
other means, which restricts or may restrict Use or  access to any programs or data
developed under this Agreement, based on  residency on a specific hardware configuration,
frequency or duration of Use, or  other limiting criteria (collectively “Illicit Code”).
Should any  Customized Software have any of the foregoing attributes, and notwithstanding
anything elsewhere in this Agreement to the contrary, Intellisync shall be in  default of
this Agreement, and no cure period shall apply. It is agreed that a  breach of the above
representation and warranty may cause irreparable harm and  injury and Verizon Wireless
shall be entitled, in addition to any other rights  and remedies it may have at law or in
equity, to seek an injunction enjoining  and restraining Intellisync from doing or
continuing to do any such act and any  other violations or threatened violations of the
Agreement. In addition to any  other remedies available to it under this Agreement,
Verizon Wireless reserves  the right to pursue any civil and/or criminal penalties
available to it against  the Intellisync.







	 	17.4 Assignment of Warranties.







	 	If
Verizon Wireless transfers or assigns the Customized Software to an Affiliate,  or to a
third party in connection with the provision or support of network  services, then
Intellisync’s Ownership and *** warranty and its warranty  that all Software will
conform in all material ways to all Specifications, SOWs,  and other requirements set
forth in this Agreement, including that all  Customized Software will be free from
material defects in materials, workmanship  and design, will extend to Verizon Wireless’ transferees
and assignees.







	 	17.5 Services.







	 	17.5.1
Intellisync represents and warrants to Verizon Wireless that Related Services shall be
rendered by qualified personnel, certified for the applicable Customized Software, who
will perform the tasks assigned consistent with professional standards.







	 	17.5.2
Intellisync represents, warrants, and covenants that no service performed by Intellisync
pursuant to this Agreement shall be provided, directed, controlled, supervised, or
managed, and no data or Verizon Wireless customer communication (voice or data) relating
to any such service shall be stored or transmitted, at, in, or through, a site located
outside of the United States without the advance written consent of Verizon Wireless.







	 	17.6 Remedies.







	 	All
warranties shall survive inspection, acceptance and payment. If any breach of  warranty
occurs during the Warranty Period, Intellisync shall correct material  errors, defects
and nonconformities and restore the Customized Software to  conforming condition without
additional charge to Verizon Wireless. If such  breach or nonconformity has not been
corrected within a reasonable time (not to  exceed fifteen (15) days from Verizon Wireless’ notice
to Intellisync of  the breach), or if during the









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	 	Warranty
Period two (2) or more such  breaches of  warranty occur within any thirty (30) day
period, in addition to any other  rights or remedies Verizon Wireless may have at law or
in equity, Verizon  Wireless may  cancel the SOWs covering such defective Customized
Software and any  other Software  affected by such breach. In the event of such
cancellation,  Intellisync shall promptly  remove such Customized Software and refund to
Verizon  Wireless all monies previously  paid to Intellisync for the defective Customized
Software and Related Services.








18. ESCROW



	 	18.1  Upon
the written request of Verizon Wireless, in order to protect the rights of  Verizon
Wireless, Intellisync shall, at Verizon Wireless’ sole cost and  expense, deposit,
keep and maintain current a copy of the Source Code Materials  identified in Section 18.2
below for any Software licensed by Intellisync to  Verizon Wireless in escrow with a
commercial escrow agent mutually agreeable to  the parties, pursuant to an escrow
agreement by and among Intellisync, Verizon  Wireless and such agent, or if Intellisync
has deposited and maintains such  Source Code Materials in an escrow account with an
escrow agent in the United  States, acceptable to Verizon Wireless, then Intellisync
shall at Verizon  Wireless’ sole cost and expense and within thirty (30) days of the
Effective Date of this Agreement, register Verizon Wireless as a listed  beneficiary
under such source code agreement (“Escrow Agreement”).  Such Escrow Agreement
shall authorize the escrow agent to release such Source  Code Materials to Verizon
Wireless if and when Verizon Wireless shall have a  right thereto pursuant to this
Agreement. Intellisync shall be deemed to have  granted to Verizon Wireless a license and
right to Use the Software and Source  Code Materials under the terms and conditions of
this Agreement, effective upon  such time as, but only in the event that, Verizon
Wireless obtains the Source  Code Materials due to a release event.







	 	18.2
To protect the rights and interests of Verizon Wireless, Intellisync shall  immediately
place in escrow materials on machine readable media compatible with  Intellisync’s
equipment and accompanied by full documentation thereof  sufficient to allow a reasonably
skilled and experienced engineer build the  Customized Software from source code
(collectively, “Source Code  Materials”) which will enable Verizon Wireless to
maintain, support and  enhance such Software or to contract with others for such work in
accordance  with the escrow release events indicated in Section 18.3 below (“Escrow
Release Events”).







	 	18.3
Escrow Release Events.







	 	The
“Escrow Release Events” defined and agreed to herein, and in any  Escrow
Agreement that may be entered into by the Parties, shall include, but not  be limited to,
these conditions upon which the Source Code Materials shall be  released to Verizon
Wireless, temporarily or permanently, if one or more of the  following events occur:







	 	18.3.1
permanently, if Intellisync becomes insolvent or admits insolvency or admits a general
inability to pay debts as they become due or fails to maintain the accuracy and satisfy
the requirements supporting the accuracy of its representations;







	 	18.3.2
permanently, if Intellisync files a petition for protection under the Bankruptcy code of
the United States, or an involuntary petition is filed against the Intellisync and is not
dismissed within sixty (60) days, or Verizon Wireless exercises its rights under 365(n)
of  the Bankruptcy Code; and







	 	18.3.3  temporarily,
if during the Term, Intellisync fails to provide technical support  during any emergency
or out-of-service condition or, at any time, ceases to  provide warranty or maintenance
support for a period of thirty (30) days or  otherwise to perform its obligations under
this Agreement. Verizon Wireless  shall only use Source Code Materials released during
this 








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	 	event
for the purpose  of placing the Software back into operation or otherwise  maintaining or
supporting the Software.







	 	18.4 Intellisync's Responsibilities.







	 	Verizon
Wireless shall pay all costs of providing and maintaining the Source Code  Materials in
escrow, including the fees of the escrow agent and Intellisync  shall annually certify
compliance. Verizon Wireless shall have the right at any  time to verify that the copy of
the source code placed in escrow shall be  reproduced and maintained on machine readable
media compatible with  Intellisync’s equipment and shall be accompanied by full
documentation  thereof. All Source Code Materials will be refreshed by the Intellisync at
least  every *** to include all new fixes, and within *** of the date when Intellisync
provides Verizon Wireless with a new maintenance release or upgraded version of
Software. As a baseline to insure that all Source Code Materials placed in  escrow are
complete, Intellisync will confirm, through the escrow agent, that an  independent third
party can indeed produce the Source Code Materials listed  above.







	 	18.5  Supplementary
Agreement.







	 	Intellisync
acknowledges that this escrow provision, or any Escrow Agreement the Parties may  enter
into, is an “agreement supplementary to” (the  “Supplementary Agreement”)
the license agreement as provided in  Section 365(n) of the Bankruptcy Code. Intellisync
acknowledges that if  Intellisync as a debtor-in-interest or a trustee-in-bankruptcy
(individually or  collectively “Debtor”) in a case under the Bankruptcy Code
rejects  this Agreement or the Supplementary Agreement, Verizon Wireless may elect to
retain its rights under the Agreement and this Supplementary Agreement as  provided in
Section 365(n) of the Bankruptcy Code. After the commencement of a  case under the
Bankruptcy Code by or against Intellisync, and unless and until  the Agreement is
rejected, upon written request of Verizon Wireless, Debtor  shall: (a) not interfere with
the rights of Verizon Wireless as provided in the  Agreement and this Supplementary
Agreement, including the right to obtain the  Source Code Materials from the escrow
agent; and (b) provide the Source Code  Materials to Verizon Wireless. If Debtor rejects
the Agreement or this  Supplementary Agreement and Verizon Wireless elects to retain its
rights as set  forth in Section 365 of the Bankruptcy Code, upon written request of
Verizon  Wireless, the escrow agent shall provide the Source Code Materials to Verizon
Wireless.








19.
TERMINATION



	 	19.1
Either  Party shall be in default if it fails to perform any of its material obligations
under this Agreement. If either Party shall be in material breach or default of  this
Agreement, and such breach shall continue for a period of *** after receipt  of written
notice thereof, then, in addition to all other rights and remedies  under this Agreement
at law or in equity or otherwise, the non-breaching Party  shall have the right, upon
written notice, to immediately cancel any or all  affected SOWs or at its option to
terminate this Agreement without any  obligation or liability to the breaching Party for
said termination or  cancellation. Notwithstanding the foregoing, if Intellisync fails to
tender  delivery of Software or render Related Services, due to circumstances solely
within Intellisync’s control, and within *** of the respective date  mutually agreed
upon, then Verizon Wireless shall have the right to immediately  cancel any or all
affected SOWs or this Agreement without further obligation or  liability to Intellisync
for said cancellation or any obligation to provide  Intellisync a time period to cure
said breach.







	 	19.2 This
Agreement may be terminated, by written notice, only as follows:







	 	19.2.1
***







	 	19.2.1.1
***








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	 	19.2.1.2  ***







	 	19.2.1.3  ***







	 	19.2.2
By Verizon Wireless, immediately in the event of the following:







	 	19.2.2.1
Intellisync judged bankrupt or insolvent; or







	 	19.2.2.2
Intellisync makes a general assignment for the benefit of its creditors; or







	 	19.2.2.3
A trustee or receiver is appointed for Intellisync or for any of its property; or







	 	19.2.2.4  Any
petition by or on behalf of Intellisync is filed to take advantage of any  debtor’s
act or to reorganize under the bankruptcy or similar laws; or







	 	19.2.2.5  A
legal complaint filed against Verizon Wireless alleging infringement or  misappropriation
of a patent, copyright or trade secret, made by a third party  relating to the Customized
Software or use thereof, that is not dismissed within  ninety (90) days from the date the
complaint is served on Verizon Wireless; or







	 	19.2.2.6
Either party fails to comply with laws,  ordinances,  rules,  regulations or orders of
any public  authority  where such failure to comply materially impacts either party's
ability to perform under this Agreement  and/or any SOW.







	 	19.3 Termination of SOW for Related Services for Convenience.







	 	Unless
otherwise provided in this Agreement, or an SOW, Verizon Wireless may terminate  an SOW
for Related Services, effective immediately, upon written notice to  Intellisync. In such
cases, Verizon Wireless will pay Intellisync for Related  Services satisfactorily
performed in accordance this Agreement up to the  effective date of termination.







	 	19.4
Effect of Termination.







	 	With
the exception of those Sections of this Agreement which shall survive same, as  stated in
Section 36, Termination shall be absolute.







	 	The
Parties agree that prior to any Termination, they shall negotiate in good faith,  taking
into consideration the relationship of the Parties and the revenue share  received by
Intellisync under this Agreement, for a license to maintain and  support the Customized
Software for the Verizon Wireless then-current User-base  of the Customized Software.







	 	Upon
termination of this Agreement by Verizon Wireless, Verizon Wireless shall not be  liable
to Intellisync, either for compensation or for damages of any kind or  character
whatsoever, whether on account of the loss by Intellisync of present  or prospective
profits on sales or anticipated sales, or expenditures,  investments or commitments, made
in connection with the establishment,  development or maintenance of Intellisync’s
business, or on account of any  other cause or thing whatsoever. Termination shall not
prejudice the rights or  liabilities of the Parties with respect to any indebtedness then
owing by either  Party to the other.







	 	19.5 Additional Rights.







	 	The
rights set forth in this Section are in addition to, and not in limitation of,  any other
right and remedy either party may have at law or in equity.







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20.
INFRINGEMENT



	 	20.1
Intellectual Property (IP) Indemnity.







	 	Intellisync
shall indemnify, defend and hold harmless Verizon Wireless, its present and  future
parents (including Vodafone), subsidiaries and Affiliates, and its and  their respective
present and future Customers, Users, directors, officers,  partners, vendors, employees,
agents, successors and assigns (“Indemnified  Parties”) from and against all
claims, suits, demands, damages,  liabilities, expenses (including, but not limited to,
reasonable fees and  disbursements of counsel and court costs), judgments, settlements
and penalties  of every kind arising from or relating to any actual or alleged
infringement or  misappropriation of any patent, trademark, copyright, trade secret or
any actual  or alleged violation of any other intellectual property or proprietary rights
arising from or in connection with the Software, Customized Software provided or  the
Related Services performed under this Agreement or their Use (“IP  Claim”).
Notwithstanding anything to the contrary contained in this  Agreement, the provisions of
this Section, shall govern the rights of Verizon  Wireless and its Affiliates,
shareholders, directors, officers, employees,  contractors, and agents to indemnification
for IP Claims.







	 	20.2 Indemnification Procedures.







	 	The
procedures set forth in Section 28 shall apply in the case of any claims of
infringement, misappropriation or violation of intellectual property rights for  which
indemnification will be sought.







	 	20.3 IP Claim Obligations.







	 	Without
limitation of Sections 20.1 and 20.2, if sale, use or, if applicable,  distribution, of
the Customized Software or Related Services becomes subject to  an IP Claim, Intellisync
shall with the informed consent of Verizon Wireless and  at Intellisync’s expense:







	 	20.3.1
Procure for the Indemnified Parties the right to use the Customized Software  and/or
Related Services; or







	 	20.3.2
Replace the Customized Software and/or Related Services with equivalent, non-infringing
Software and/or Related Services; or







	 	20.3.3
Modify the Customized Software and/or Related Services so they become  non-infringing; or







	 	20.3.4
Remove the Customized Software and/or Related Services and refund the purchase price for
the infringing Customized Software and/or Related Services, including transportation,
installation, removal and other incidental charges which Verizon Wireless has paid
depreciated on a straight-line basis over a five-year period.







	 	20.4 Limitations.
Unless otherwise stated in this Agreement, the rights granted to Verizon  Wireless in
this Section 20 shall be its sole and exclusive remedy and  Intellisync’s sole
obligation for any alleged infringement of any patent,  copyright, trademark, trade
secret, or other proprietary right. Intellisync  shall have no liability, including under
this Section 20, if any claim of  infringement or misappropriation results solely from:
(a) any modification of  the Customized Software by anyone other than Intellisync without
Intellisync’s assent, or any person not under Intellisync’s direction  or
control, if such claim would have been avoided by use of un-modified  Customized
Software; (b) any Verizon Wireless or third party application; (c)  use of the Customized
Software in connection or in combination with the  equipment, devices or software not
provided by Intellisync (but only to the  extent that the Customized Software alone would
not have infringed); (d)  Customized Software developed or modified in compliance with
Verizon  Wireless’ design requirements or specifications unless such design
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	 	Intellisync;
(e) the Use of the Customized Software other than as permitted  under this  Agreement;
(f) Verizon Wireless’ continued allegedly infringing  activity after  being provided
modifications by Intellisync that would have  avoided the alleged  infringement, provided
that the modification is commercially  and logistically feasible  to Verizon Wireless and
provided that Verizon Wireless  is allowed a reasonable amount of  time to implement the
modification, and  provided that the modification allows continued  operation of the
Software and  Customized Software in accordance with this Agreement; (g)  Use of other
than the  most current Release or version of the Customized Software (if  such
infringement  or claim would have been prevented by the Use of such Release or  version
without  any substantial additional direct or indirect cost, expense or  inconvenience to
Verizon Wireless, Customers and Users).








21.
CONFIDENTIAL INFORMATION



The
non-disclosure provisions set forth as Exhibit D shall apply to this Agreement.  Absent
written approval of Verizon Wireless, Intellisync shall not disclose any  Confidential
Information, as defined in Exhibit D to any Affiliate ordering  hereunder unless such
information pertains to that Affiliate. Neither Party  shall disclose such Confidential
Information to agents, contractors or others  without the prior written approval of the
disclosing Party; and in the event of  such approval, the receiving Party shall obtain
their written agreement, in a  form acceptable to the disclosing Party, to protect
Confidential Information  provided hereunder. If either Party intends to file this
Agreement with the  Securities and Exchange Commission or any other securities exchange
commission  NASDAQ, regulatory authority or similar body, then the filing party must
provide  to the other Party, no less than 10 business days before the expected date of
the filing, a copy of this Agreement and its amendments, if any, marked to show  the
items on which the filing party plans to seek confidential treatment. The  filing Party
shall make reasonable efforts to expand any confidential treatment  requests to include
those provisions of this Agreement indicated by the other  Party as terms on which such
other Party requests confidential treatment.




22.
PUBLICITY, DISCLOSURE AND SALES SUPPORT



Neither  Party
shall provide copies of this Agreement, or otherwise disclose the terms of  this
Agreement, to any third party, except if required to do so by the  Securities Exchange
Commission, NASDAQ, regulatory authority or similar body,  without the prior written
consent of the other, which consent shall not be  unreasonably withheld or delayed. The
Parties agree that subject to Verizon  Wireless’ prior approval, within thirty (30)
days of the Effective Date  Intellisync may issue a press announcement describing the
expansion of the  Intellisync and Verizon Wireless relationship. The Parties will release
a joint  press announcement, describing the relationship contemplated by this Agreement,
within thirty (30) days of the commercial availability of the Customized  Software for
Verizon Wireless’ Users. Intellisync further agrees to submit  to Verizon Wireless’ Corporate
Communications Department, for written  approval, which approval shall not be
unreasonably withheld or delayed, all  advertising, sales promotion, press releases,
website usage, and other publicity  matters relating to the Customized Software furnished
and/or the Related Service  performed pursuant to this Agreement when initially released,
and prior to any  modification of such use, when Verizon Wireless’ name, mark, or
logo or the  name, mark, or logo of any of its partners or Affiliates is mentioned or
language from which the connection of said name, mark, or logo may be inferred  or
implied. Such requests shall be sent to:




Vice President
— Corporate Communications

180 Washington Valley
Road

Bedminster, New Jersey 07921.




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Upon  request
to and approval by the Verizon Wireless Vice President for Corporate  Communications,
Verizon Wireless agrees to act as a “Reference  Account” for Intellisync. In
such cases where Verizon Wireless has agreed  to serve as a “Reference Account” Intellisync
shall be allowed to  refer other customers, potential customers, press, analysts, etc.,
to Verizon  Wireless executives familiar with the Intellisync relationship to act as a
reference for Intellisync.



Intellisync
agrees to assign a dedicated internal sales support resource for Verizon  Wireless.
Intellisync agrees to add further dedicated sales support resources as  mutually agreed.
Intellisync agrees to allow Verizon Wireless access to the  internal sales support
provided by Intellisync.



23.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS;  PRIVACY; USER DATA; CONSUMER CLEAR
DISCLOSURE; OWNERSHIP OF MIN AND EMAIL ADDRESSES;  AGGREGATE INFORMATION; TRACKING
FUNCTIONALITY



	 	23.1Intellisync
shall comply with the provisions of all applicable federal, state, county and  local
laws, ordinances, regulations and codes (including procurement of required  permits or
certificates) in manufacturing, assembling, selling and providing  Software and/or
Related Services and in performing its other obligations under  this Agreement and
applicable equal employment opportunity laws, rules and  regulations, which are expressly
incorporated herein by reference. Irrespective  of whether a specification is furnished,
if Software or Related Services  furnished are required to be constructed, packaged,
labeled, or registered in a  prescribed manner, Intellisync shall comply with applicable
federal, state,  county and local laws. Intellisync shall indemnify, defend, and hold
harmless  Verizon Wireless against all Claims arising out of or related to any such
noncompliance.







	 	23.2  Software
furnished shall comply, to the extent applicable, with the requirements  of the Federal
Communications Commission’s Rules and Regulations, as may be  amended, including
those sections concerning the labeling of such Software and  the suppression of radiation
to specified levels. If the Software generates  interference harmful to radio
communications, and such Software was installed in  accordance with such Rules and
Regulations, then Intellisync shall provide to  Verizon Wireless methods for suppressing
the interference. If the interference  cannot be reasonably suppressed, Intellisync shall
accept return of the  Software, refund to Verizon Wireless the price paid for the
Software and bear  all expenses for removal and shipment of such Software. Nothing herein
shall be  deemed to diminish or otherwise limit Intellisync’s obligations under
Section 15 or any other rights or remedies available to Verizon Wireless,  whether at law
or in equity.







	 	23.3  Intellisync
represents and warrants to Verizon Wireless that at the time of  delivery, all Related
Services and Software delivered hereunder shall be  “CALEA Compliant”, meaning
that they will comply with the provisions  of the Communications Assistance for Law
Enforcement Act (Pub L. 103-414, Title  1, October 25, 1994, 108 Stat 4279, as amended),
as well as any regulations or  industry standards implementing the provisions of the law.
Intellisync shall  defend, indemnify and hold harmless Verizon Wireless and Verizon
Wireless’ customers for any loss, cost, or damages (including, but not limited to,
reasonable attorney’s fees) sustained because of Intellisync’s CALEA
noncompliance.







	 	23.4  Privacy.
To the extent such is applicable, during the Term of this  Agreement Intellisync shall
comply with applicable laws, rules, and regulations  respecting privacy, and the Verizon
Wireless privacy policy as posted on the  VerizonWireless.com web site.







	 	23.5  Security
Audits. Each Party (the “Auditing Party”) will have  the right, at its own
expense, up to once every ***, to have an independent  third party (accompanied by the
other Party) inspect and audit the technology  and security measures of the other Party
(the “Audited Party”) used to  secure the data and information provided by
Users to the Audited Party in  connection with the Project, including without limitation
authentication  processes. The Audited Party will use







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	 	commercially
reasonable efforts to  cooperate with the auditor. The Audited Party will use
commercially reasonable  efforts  to correct any failures to comply with the security
requirements set  forth in this  Agreement (“Security Flaws”) detected by such
an audit  promptly following such  audit. All audits under this Section will be subject
to  the following conditions: (a)  the Auditing Party must provide the Audited Party
with at least *** prior notice before  such an audit; (b) any such audit must be
conducted during regular business hours in  such a manner as not to interfere  with
normal business activities; (c) any auditor must  be an independent third  party,
reasonably acceptable to the Audited Party; (d) the  auditor must agree in  writing to
the reasonable confidentiality terms and conditions of  the Audited  Party; and (e) the
auditor must be instructed to disclose to the Auditing  Party  only the existence or
non-existence of any Security Flaws with respect to data  and information of Users,
together with a description of any such Security  Flaws,  discovered in the course of the
audit.







	 	23.6  User
Data.







	 	23.6.1
Ownership of User Data. Subject to the terms of applicable User agreements and
this  Section, Verizon Wireless shall own all rights in the User Data which it collects,
or  which is collected on its behalf during the Term of this Agreement.







	 	23.6.2
Security of User Data. Intellisync will use *** to sufficiently protect the User
Data from disclosure to any Third Party or from becoming corrupt. These efforts will
include ***.







	 	23.6.3
Ownership of MIN, MDN and Email Address. The Parties further agree that Verizon
Wireless shall own and retain control over each User’s mobile identification number
(“MIN”), mobile dialing number (“MDN”) and Email Address. Should
Intellisync capture a User’s MIN, MDN or Email Address, Intellisync shall be
entitled  to use said information only in providing the Software and Related Services to
Users under  the terms and conditions of this Agreement.







	 	23.6.4
***







	 	23.6.5
User  Data Obtained by Intellisync.







	 	Except
as set forth in Section 23.6.4, User Data that is obtained by Intellisync:







	 	a.
from the provision or operation of the Software and Related Services, or







	 	b.
during User's use of the Software, or







	 	c.
during User's registration for use of the Software,







	 	may
only be used by Intellisync:







	 	i.
consistent with any applicable Verizon Wireless privacy policy,







	 	ii.
consistent with all applicable law, and







	 	iii.
solely in connection with the provision of the Software and Related Services.







	 	23.7
Consumer Clear Disclosure/Spam.







	 	Intellisync
agrees that its collection, use and disclosure of User Data will comply with:  (i) all
applicable laws and regulations, and (ii) Verizon Wireless’ standard privacy
policies. Intellisync will not disclose User Data collected  hereunder to any third party
in a manner that identifies Users as end users of  the Software or as Users of Verizon
Wireless products or services. Intellisync  will not send, via SMS or otherwise, any
unsolicited, commercial e-mail (i.e.,  “spam”) or advertising through the
Verizon Wireless Network or to any  User. ***.







	 	23.8 Tracking
features or functionalities. Unless acknowledged and approved in writing and  in
advance by Verizon Wireless, the Customized Software shall not contain any  tracking
feature or 








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	 	functionality.
The Parties acknowledge that if the  Specifications require  delivery of Customized
Software that include a tracking  feature or functionality, that  Verizon Wireless hereby
approves of such  inclusion.








24. FORCE
MAJEURE



	 	24.1 Neither
Party shall be liable or deemed in default for any delay or failure in  performance of an
SOW or any part of this Agreement to the extent that such  delay or failure is caused by
accident, fire, flood, explosion, war, embargo,  government requirement, civil or
military authority, acts of God, strikes,  slowdowns, picketing, boycotts, or any other
circumstances beyond its reasonable  control and not involving any fault or negligence of
the Party affected  (“Force Majeure Conditions”). If any Force Majeure
Condition occurs,  the Party delayed or unable to perform shall promptly give notice to
the other  Party. If such Condition remains at the end of thirty (30) days, the Party
affected by the other Party’s delay or inability to perform (“Affected  Party”)
may elect to: (i) terminate the SOW or part thereof as to Software  or Related Services
not already received; or (ii) suspend the SOW for the  duration of the Force Majeure
Condition, and require the delayed Party to resume  performance once the Force Majeure
Condition ceases, with an option in the  Affected Party to extend the period of this
Agreement up to the length of time  the Condition endured.







	 	24.2 Unless
written notice is otherwise given to the Delayed Party by the Affected Party  within
sixty (60) days after the Affected Party is notified of the Condition,  Section 22.1(ii)
above shall be deemed selected.








25.
ASSIGNMENT



	 	25.1 The
rights, obligations, and other interests of Intellisync shall not be assigned by
Intellisync, in whole or in part, without the prior written consent of Verizon  Wireless
and any purported assignment of same shall be void; provided, however,  that Intellisync
may give notice to Verizon Wireless of its intent to assign its  rights, obligations and
other interests to a third party in the case of merger,  acquisition of substantially all
assets or change of control. In the event  Verizon Wireless denies Intellisync’s
assignment request and Intellisync  nevertheless makes the assignment, then Verizon
Wireless shall be entitled to  terminate the Agreement and any and all SOWs with
immediate effect.  Intellisync’s assignment in the case of merger, acquisition of
substantially all assets or change of control shall not be a breach of this  Agreement.
In the event Verizon Wireless terminates the Agreement following  Intellisync’s
assignment, as described above, Verizon Wireless’ sole  remedy, and Intellisync’s
sole obligation shall be that Intellisync shall  offer post termination support and
Maintenance to Verizon Wireless for a period  of up to nine (9) months from such notice
of termination.







	 	25.2 If
Verizon Wireless sells, exchanges or otherwise disposes of all or a portion of  the
assets of, or Verizon Wireless’ interest in, any business unit in which  Software
are used, then Verizon Wireless shall have the right, to assign to such  third party all
applicable licenses, warranties, maintenance schedules and  rights granted under this
Agreement with respect to such Software; provided that  the third party agrees to be
bound by all obligations of Verizon Wireless to  Intellisync that pertain to the Software.








26. TAXES



	 	26.1 Verizon
Wireless shall pay all state and local sales and use tax or other similar  transfer tax
in the nature of sales or use tax, however denominated (each, a  “Tax”), which
is directly and solely attributable to purchases by  Verizon Wireless from Intellisync
for consideration under this Agreement.  Intellisync shall bill such Tax to Verizon
Wireless in the amount required by  law, separately stating the amount and type of the
billed Tax on the applicable  invoice; Verizon Wireless








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	 	shall
pay such billed amount of  Tax to Intellisync;  and Intellisync shall remit such billed
amount of Tax to the  appropriate tax  authorities as required by law; provided, however,
that Intellisync  shall not  bill to or otherwise attempt to collect from Verizon
Wireless any Tax with  respect to which Verizon Wireless has provided Intellisync with:
(a) an  exemption  certificate prepared in accordance with applicable law, (b) a direct
pay number, or (c)  other evidence, reasonably acceptable to Intellisync, that  such Tax
does not apply.  Except as provided in this Section 26.1, Intellisync  shall bear the
costs of all import  and export duties and other governmental fees  of whatever nature
with respect to all  Software and Related Services supplied  under this Agreement.







	 	26.2
Upon  written request from Verizon Wireless, Intellisync shall provide Verizon  Wireless
with a written list of sales and use tax registration numbers for all  states within the
United States (and the District of Columbia, if applicable) in  which Intellisync does
business.







	 	26.3 If
any of the Related Services include contractor services, Intellisync shall  comply with
any applicable state’s resident and non-resident contractor  laws. Intellisync will
be responsible for its subcontractors’ compliance  with such laws. Intellisync shall
provide Verizon Wireless with documentation of  such compliance (including subcontractor
documentation), which, at minimum,  shall include a copy of the non-resident compliance
certificate issued by each  applicable state.







	 	26.4 Intellisync
shall cooperate with Verizon Wireless so as to minimize the tax liability of
Verizon Wireless, including, without limiting the generality of the foregoing,
liability for Tax to be billed and collected under Section 26.1. Such
cooperation shall include, without limiting the generality of the foregoing: (a)
the delivery of Software and Documentation from Intellisync to Verizon Wireless
via electronic transmission; (b) the separate statement of taxable and
nontaxable charges on all invoices (including, without limiting the generality
of the foregoing, charges for installation, assembly, configuration, freight,
insurance and shipping); (c) the maintenance and invoicing of separate prices
for Software and Related Services; (d) providing Verizon Wireless, upon request,
with a written opinion as to: (i) the percentage of the value of the supplied
Software under this Agreement, (ii) the percentage breakdown of value among such
categories of Software as Verizon Wireless may identify in its request, and
(iii) such supporting documentation and information with respect to such
opinion as Verizon Wireless may request; and (e) upon request from Verizon
Wireless, certifying in writing whether and, if applicable, to what extent, any
particular Software is custom or pre-written.







	 	26.5
Intellisync  shall cooperate with all reasonable requests of Verizon Wireless in
connection  with any contest or refund claim with respect to taxes. If Intellisync
incorrectly (in the opinion of Verizon Wireless) bills and collects Tax from  Verizon
Wireless and the taxing authority requires that any refund from the  taxing authority be
sought by the billing Party, then, upon request from Verizon  Wireless, Intellisync shall
seek the refund and remit to Verizon Wireless the  amount of the refund actually
obtained, together with interest, if any, actually  received, promptly upon receiving
such refund and interest, if any, from the  taxing authority.







	 	26.6
Intellisync  agrees to pay, and hold Verizon Wireless harmless from and against, any
penalty,  interest, tax or other charge that may be levied or assessed as a result of the
delay or failure of Intellisync for any reason to pay any tax or file any return  or
information as required by law. Upon failure of Intellisync to comply with  any of the
terms of this Section 26, Verizon Wireless may withhold up to ten  percent (10%) of any
invoice affected by such noncompliance.








27. PLANT
AND WORK RULES AND RIGHT OF ACCESS



	 	27.1
Anyone  acting on behalf of one Party, while on the premises of the other, shall comply
with all  plant rules, regulations and premises owner’s standards for  security,
including  (when required by








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	 	U.S.
government regulations) submission of  satisfactory clearance from  U.S. Department of
Defense and other federal  authorities concerned.







	 	27.2  Each
Party shall permit reasonable access during normal working hours to its  facilities in
connection with the Agreement. Reasonable prior notice shall be  given when access is
required.







	 	27.3  If
Intellisync is given access, whether on-site or through remote facilities, to  any
Verizon Wireless computer or electronic data storage system in order for  Intellisync to
perform the Related Services, Intellisync shall limit such access  and use solely to
perform Related Services within the scope of this Agreement  and shall not access or
attempt to access any computer system, electronic file,  software or other electronic
services other than those specifically required to  accomplish the work required under
this Agreement. Intellisync shall limit such  access to those of its employees who are
qualified and required, subject to  Verizon Wireless requiring written authorization, to
have such access in  connection with this Agreement, and shall strictly follow all
Verizon  Wireless’ security rules and procedures for use of Verizon Wireless’ electronic
resources. All user identification numbers and passwords disclosed to  Intellisync and
any information obtained by Intellisync as a result of  Intellisync’s access to and
use of Verizon Wireless’ computer and  electronic data storage systems shall be
deemed to be, and shall be treated as,  Verizon Wireless Information under applicable
provisions of this Agreement.  Verizon Wireless reserves the right to monitor such
actions by Intellisync and  Intellisync agrees to cooperate with Verizon Wireless in the
investigation of  any apparent unauthorized access by Intellisync to Verizon Wireless’ computer
or electronic data storage systems or unauthorized release of Verizon  Wireless
Information by Intellisync.








28.
INDEMNIFICATION



	 	28.1
Indemnity Claims.







	 	Intellisync
shall defend, indemnify and hold harmless the Indemnified Parties from any
claims, demands, lawsuits, losses, damages, liabilities, costs and expenses
(including reasonable fees and disbursements of counsel), and judgments and
settlements of every kind (“Claims”) that may be made: (a) by anyone
for injuries (including death) to persons or loss or damage to property,
including theft, resulting in whole or in part from the acts or omissions of
Intellisync or those persons furnished by Intellisync, including its
subcontractors (if any); (b) by persons furnished by Intellisync and its
subcontractors (if any) under Worker’s Compensation or similar acts; (c) by
anyone in connection with or based upon the Software, the Customized Software,
Related Services, information or work provided by Intellisync and its
subcontractors (if any) or contemplated by this Agreement, including Claims
regarding the adequacy of any disclosures, instructions or warnings relating to
such Software, Customized Software or Related Services; and (d) under any
federal laws or under any other statute, at common law or otherwise arising out
of or in connection with the performance by Intellisync contemplated by this
Agreement or any information obtained in connection with such performance. The
foregoing indemnification shall apply whether Intellisync or an Indemnified
Party defends such Claim and whether the Claim arises or is alleged to arise out
of the sole acts or omissions of the Intellisync (and/or any subcontractor of
Intellisync) or out of the concurrent acts or omissions of Intellisync (and/or
any subcontractor or Intellisync) and any Indemnified Parties. Intellisync
further agrees to bind its subcontractors (if any) to similarly indemnify, hold
harmless and defend the Indemnified Parties.







	 	Verizon
Wireless shall not (and shall not permit others operating at its request, under  its
instruction, direction, control or supervision to) access, rearrange,  reconfigure,
disconnect, remove, repair, replace, damage or otherwise tamper  with (or attempt to do
any of the foregoing to) any of the facilities or the  properties or customer space of
any other person using the data center(s) where  the Customized Software is located. Any
violation of this provision 28.1 by  Verizon Wireless may







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	 	subject
Verizon Wireless to  payments for the cost to repair  or remedy all damage caused to the
facilities or the  properties or customer  space (including replacement of any such
properties, if  necessary), and shall  require Verizon Wireless to indemnify Intellisync,
its employees,  agents,  representatives and other data center users and customers, from
all losses,  claims and damages resulting therefrom. Further, Verizon Wireless shall
indemnify,  defend and hold harmless Intellisync, its employees, agents,
representatives and  contractors, for any injury to any person or damage to  property of
any person (including  employees and representatives of Intellisync)  caused by or
related to Verizon Wireless’ and  its representatives’ access to and use of the
customer space or the data center(s).  In addition,  Verizon Wireless shall defend,
indemnify and hold harmless Intellisync, its  employees, agents, representatives and
contractors from any Claims, that may be  made  under any federal laws or under any other
statute, at common law or  otherwise arising  out of or in connection with the
performance by Verizon  Wireless contemplated by this  Agreement. The foregoing
indemnification shall  apply whether Verizon Wireless defends  such Claim and whether the
Claim arises  or is alleged to arise out of the sole acts or  omissions of Verizon
Wireless  (and/or any subcontractor of Verizon Wireless) or out of  the concurrent acts
or  omissions of Verizon Wireless (and/or any subcontractor or  Verizon Wireless) and
Intellisync, its employees, agents or representatives. Verizon  Wireless further  agrees
to bind its subcontractors (if any) to similarly indemnify, hold  harmless  and defend
Intellisync, its employees, agents or representatives.







	 	28.2
Notice and Defense.







	 	Verizon
Wireless will provide Intellisync with reasonably prompt written notice of any  written
Claim covered by this indemnification after Verizon Wireless becomes  aware of such Claim
and will cooperate with Intellisync in connection with  Intellisync’s evaluation of
such Claim. Intellisync shall defend any  Indemnified Party, at Verizon Wireless’s
request, from and against any  Claim. Promptly after receipt of such request, Intellisync
shall assume the  defense of such Claim with counsel reasonably satisfactory to Verizon
Wireless.  Intellisync shall not settle or compromise any such Claim or consent to the
entry of any judgment without the prior written consent of Verizon Wireless  which
consent shall not be unreasonably withheld or delayed, and without any  unconditional
release of all claims by each claimant or plaintiff in favor of  each Indemnified Party.
Without waiving any indemnification provided under  Sections 20 or 28, Verizon Wireless
may, at its option, assume defense of an IP  Claim using counsel of its choice; provided,
however that Verizon Wireless shall  not settle or compromise any such Claim or consent
to the entry of any judgment  without the prior written consent of Intellisync, which
consent shall not be  unreasonably withheld or delayed.








29. INSURANCE



	 	29.1Required Coverage.







	 	Intellisync
shall maintain, during the Term and any extension of this Agreement, at its own  expense,
the following insurance:







	 	29.1.1
Worker’s Compensation and related insurance as prescribed by the law of the  state
in which the work is performed;







	 	29.1.2
Employer’s liability insurance with limits of at least $*** on each  occurrence.







	 	29.1.3
Comprehensive general liability insurance (including products liability insurance and
independent contractors) with a $*** limit.







	 	29.1.4
Errors and Omissions liability insurance covering services rendered and trademark and
copyright infringement with a minimum of at least $*** per occurrence.







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***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.











CONFIDENTIAL
TREATMENT




	 	29.2 Carriers.







	 	The
insuring carriers shall be rated at least A- by AM Best. Such policies shall be
primary and non-contributory by Verizon Wireless. Verizon Wireless shall be
named as an additional insured on all policies in 29.1.3 above. Intellisync
shall furnish to Verizon Wireless certificates of such insurance within ten (10)
days of the execution of this Agreement and with each policy renewal. The
certificates shall provide that at least thirty (30) days prior written notice
of policy cancellation to which the certificates relate shall be given to
Verizon Wireless. The fulfillment of the obligations hereunder in no way
modifies Intellisync’s obligations to indemnify Verizon Wireless.







	 	29.3 Subcontractors Insurance.







	 	Intellisync
shall also require Intellisync’s subcontractors, if any, who may enter upon  Verizon
Wireless’ premises to maintain insurance policies with the same  coverage and limits
as those listed in Sections 29.1.1, 29.1.2 and 29.1.3 above,  and to agree to furnish
Verizon Wireless, if requested, certificates or adequate  proof of such insurance.
Certificates furnished by Intellisync’s  subcontractors shall contain a clause
stating that Verizon Wireless is to be  notified in writing at least thirty (30) days
prior to cancellation of the  policy.








30.
RELATIONSHIP OF PARTIES



In  providing
any Related Services under this Agreement, Intellisync is acting  solely as an
independent contractor and not as an agent of any other Party.  Persons furnished by
Intellisync shall be solely the employees or agents of  Intellisync and shall be under
the sole and exclusive direction and control of  such Party. They shall not be considered
employees of Verizon Wireless for any  purpose. Intellisync shall be responsible for
compliance with all laws, rules  and regulations involving its respective employees or
agents, including (but not  limited to) employment of labor, hours of labor, health and
safety, working  conditions and payment of wages. Intellisync shall also be responsible,
respectively, for payment of taxes, including federal, state, and municipal  taxes,
chargeable or assessed with respect to its employees or agents, such as  social security,
unemployment, worker’s compensation, disability insurance  and federal and state
income tax withholding. Neither Party undertakes by this  Agreement or otherwise to
perform or discharge any liability or obligation of  the other Party, whether regulatory
or contractual, or to assume any  responsibility whatsoever for the conduct of the
business or operations of the  other Party. Nothing contained in this Agreement is
intended to give rise to a  partnership or joint venture between the Parties or to impose
upon the Parties  any of the duties or responsibilities of partners or joint venturers.




31. NOTICES



	 	31.1Notices
(with the exception of price change notifications pursuant to Section 6)  concerning this
Agreement shall be in writing and shall be given or made by  means of facsimile
transmission, certified or registered mail, express mail or  other overnight delivery
service, or hand delivery, proper postage or other  charges paid and addressed or
directed to the respective Parties as follows. A  notice that is sent by facsimile shall
also be sent by one of the other means  set out by this subsection







	 	Intellisync:
At Intellisync's address shown on the first page of this Agreement.







	 	Attention:
Legal Department

Verizon Wireless: Verizon Wireless

30 Independence Blvd

Warren, New Jersey 07059

Attention:  Ted Hoffman

With a Copy to: Verizon Wireless

30 Independence Blvd

Warren, New Jersey 07059








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Attention: Associate General Counsel, Steven Tugentman








	 	31.2
Notices  for change in ownership, change in name of firm, or change in mailing address
must be given by Intellisync by mailing to Verizon Wireless within thirty (30)  days of
such change. Notices for change in ownership must include the names of  all new owners or
officers, registered agent for service of process and state of  incorporation or
organization.








32. NONWAIVER



Either Party’s
failure to enforce any of the provisions of this Agreement or any  SOW, or to exercise
any option, shall not be construed as a waiver of such  provisions, rights, or options,
or affect the validity of this Agreement or any  SOW.




33.
SEVERABILITY



If any  of the
provisions of this Agreement shall be invalid or unenforceable, and  unless such
provisions dilute or defeat the purpose of the Agreement between the  Parties, then such
invalidity or unenforceability shall not invalidate or render  unenforceable the entire
Agreement. The entire Agreement shall be construed as  if not containing the particular
invalid or unenforceable provision or  provisions, and the rights and obligations of
Intellisync and Verizon Wireless  shall be construed and enforced accordingly.




34.
LIMITATION OF LIABILITY



EXCEPT  AS
OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT IN CONNECTION WITH THE  GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY, NEITHER PARTY SHALL BE  LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE  OR SPECIAL DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING,  WITHOUT LIMITATION, SUCH DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS  INFORMATION OR BUSINESS INTERRUPTION, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER
SUCH CLAIMS ARE BASED OR  REMEDIES ARE SOUGHT IN CONTRACT OR IN TORT. THE FOREGOING
SENTENCE SHALL NOT  APPLY TO EITHER PARTY’S BREACH OF THE CONFIDENTIALITY
OBLIGATIONS OR EITHER  PARTY’S INDEMNIFICATION OBLIGATIONS.




35. SECTION
HEADINGS



The  headings
of the sections are inserted for convenience only and are not intended  to affect the
meaning or interpretation of this Agreement.




36. SURVIVAL
OF OBLIGATIONS



The  respective
obligations of the Parties under this Agreement that by their nature  would continue
beyond the termination, cancellation or expiration, shall survive  any termination,
cancellation or expiration, including, but not limited to,  obligations to indemnify,
insure and maintain confidentiality, and continued  availability of Software support.



37.
COMMITTEES, DESIGNATED MANAGERS, PLAN UPDATES AND ESCALATION OF DISPUTES.



	 	37.1Executive
Committee. The Parties agree that in order to facilitate the meeting of all  terms,
conditions and obligations of this Agreement, and to further the  anticipated cooperation
hereunder, they shall form an executive steering  committee (the “Executive
Committee”) which will review and  resolve issues and disputes which have been
escalated from the Steering  Committee.







	 	a.
Structure of the Executive Committee. The Parties will designate executives from
their 







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	 	respective
companies, other than those persons already serving on another Committee  or in a
specific capacity created under the terms of this Agreement, to serve as members  of the
Executive Committee. The Executive Committee will be comprised of one (1) member
appointed by Verizon Wireless and one (1) member appointed by Intellisync. Each of the
committee members shall act in the interests of the Party who appointed that member.







	 	b. Executive Committee Meetings. The Executive Committee shall meet as often as
necessary, however not less than two (2) times per year, at mutually acceptable times
and locations. The Parties agree that Steering Committee members and Designated
Managers may attend meetings of the Executive Committee as deemed appropriate by the
Executive Committee.







	 	37.2 Steering
Committee. The Parties agree that in order to facilitate the meeting of all  terms,
conditions and obligations of this Agreement, and to further the  anticipated cooperation
hereunder, they shall form a steering committee (the  “Steering  Committee”)
which will: (a) review the  performance of the Project, and (b) identify performance
metrics for monitoring  performance pursuant to the Project.







	 	a.
Structure of the Steering Committee. The Parties will designate executives, other
than those persons already serving on another Committee or in a specific capacity created
under the terms of this Agreement, from their respective companies to serve as members of
the Steering Committee. The Steering Committee will be comprised of four (4) members, two
(2) appointed by Verizon Wireless and two (2) appointed by Intellisync. Each of the
committee members shall act in the interests of the Party who appointed that member.







	 	b. Meetings. The Steering Committee shall meet as often as necessary, either in person or
by telephone, however not less than three (3) times per year, at mutually acceptable
times and locations. As such meetings, the Parties shall provide reports on their
company's performance pursuant to the Project.







	 	37.3 Designated
Managers. Each Party shall designate managers (the “Designated  Managers”)
who shall coordinate the Parties’ respective obligations  under this Agreement and
the implementation of all terms and conditions  contained herein. The Designated Managers
shall be employees of Verizon Wireless  and Intellisync, other than those persons already
serving on a Committee or in a  specific capacity created under the terms of this
Agreement, tasked to oversee  the performance of the Project and to periodically report
to the Steering  Committee. Each Party may change its Designated Manager(s) from
time-to-time,  but shall inform the other Party of such a change.







	 	37.4
Escalation  of Disputes. In the event any dispute, claim, question or
difference between the Parties (a “Dispute”) arises with  respect to the
Agreement or the Parties’ performance, enforcement, breach  or termination thereof,
the Parties shall use their best efforts to settle the  Dispute by utilizing the
following procedures:







	 	a.
First the  Designated  Managers shall consult and negotiate with each other for at least
ten (10) business days, in good faith and  understanding of their mutual interests, in an
attempt to reach a just and equitable solution satisfactory to all Parties.







	 	b.
If the Designated  Managers are unable to resolve the Dispute in the aforesaid time,
either Party may escalate the Dispute to the  Steering Committee for a further ten (10)
business day consultation and negotiation.







	 	c.
If the Steering  Committee is unable to resolve the Dispute in the  aforesaid  time,
either Party may escalate the Dispute to the  Executive Committee for a further ten (10)
business day consultation and negotiation.








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	 	d.
However,  either  Party may at any time,  give  notice and seek  injunctive  relief,
including,  but not  limited to a  temporary  restraining  order  against the other Party
for alleged  breaches of this  Agreement in any court of  competent  jurisdiction.  Each
Party  acknowledges  that monetary  damages may not be a sufficient  remedy for
unauthorized  disclosure of Confidential  Information or misuse of Intellectual
Property,  and that the disclosing  Party shall be entitled,  without waiving any other
rights or remedies, to seek such injunctive or equitable relief as may be deemed proper
by a court of competent jurisdiction.








38. CHOICE
OF LAW AND JURISDICTION



The
construction, interpretation and performance of this Agreement shall be governed  by and
construed in accordance with the laws of the State of New York without  regard to any
conflicts of law principles that would require the application of  the laws of any other
jurisdiction and subject to the exclusive jurisdiction of  its federal or state courts in
New York. Any suit brought by either Party  against the other Party for claims arising
out of this Agreement shall be  brought in the Supreme Court of the State of New York,
New York County, or, if  applicable, the United States District Court for the Southern
District of New  York. The application of the UN Convention on Contracts for the
International  Sale of Goods is specifically excluded from this Agreement. Furthermore,
in no  event shall this Agreement become subject to the Uniform Computer Information
Transactions Act (UCITA) even if passed by the state of governing law.




39.
PRECEDENCE OF DOCUMENTS



All
quotations, SOWs, acknowledgements, and invoices issued pursuant to this  Agreement shall
be subject to the provisions contained in this Agreement. The  terms and conditions of
this Agreement will control over any additional,  conflicting or inconsistent terms
contained in any quotation, SOW,  acknowledgement or invoice, unless agreed in writing by
authorized  representatives of the Parties; provided that, the following provisions, as
they  relate to Software or Related Services ordered pursuant to a particular SOW, can
be changed by language contained in that SOW: (a) the quantity, (b) special  quoted
price, (c) payment terms, (d) warranty period, (e) packaging  instructions, (f) shipping
instructions, (g) title and risk of loss, (h)  additional documentation requirements, (i)
delivery date, or (j) description of  Software.




40. ENTIRE
AGREEMENT



This  Agreement
together with its exhibits constitutes the entire agreement between  the Parties and
cancels all contemporaneous or prior agreements, whether written  or oral, with respect
to the subject matter of this Agreement. No modifications  shall be made to this
Agreement unless in writing and signed by authorized  representatives of the Parties.




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41.
SIGNATURES



IN  WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be executed by  their duly
authorized officers or representatives.


	CELLCO
      PARTNERSHIP d/b/a

      

      Verizon Wireless

      

      

      	 	INTELLISYNC
      CORPORATION
	By:	/s/ RICHARD
      J. LYNCH

       
 	 	By:	/s/ CLYDE
      FOSTER

       
 
	 	 	 	 	 
	Name:	Richard
      J. Lynch

       
 	 	Name:	Clyde
      Foster

       
 
	 	 	 	 	 
	Title:	EVP and
      CTO

       
 	 	Title:	SVP Sales
      and Marketing

       
 
	 	 	 	 	 
	Date:	July 2,
      2004

       
 	 	Date:	 July
      2, 2004

       
 




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EXHIBIT
A — SOFTWARE AND RELATED SERVICES DESCRIPTION AND PRICE LIST



A. Software
Description:



1.
Intellisync Email Accelerator (IEA)



2.
Intellisync Systems Management



3.
Intellisync File Sync



4.
Intellisync Personalized Information Engine



As of
April 30, 2004, Intellisync shall provide the following deliverables to Verizon
Wireless:



	 	A
customizable version of IEA maintained in a hosted environment, including all  relevant
Documentation.







B. Fees:



1. Customized Software Development Fee.



Verizon
Wireless will pay Intellisync *** for the development of the Customized Software
(“Customized Software Development Fee”). Such payment will be invoiced
by Intellisync promptly following the Effective Date, and shall be due on the
Effective Date, net forty-five (45) days. In the event that Verizon Wireless has
been previously invoiced by Intellisync for development services that are part
of the creation of the Customized Software, Intellisync will offset such
invoiced amounts against the Customized Software Development Fee prior to
invoicing pursuant to this Section.



2. Fees for
Sublicensing Customized IEA.



a.  Shared
Revenue Fees. Monthly, Verizon Wireless will pay Intellisync according to the number
of Users of the Customized IEA per the table below (“Shared Revenue Fees”),
subject to the Minimum Shared Revenue Fees outlined below.






	Customized IEA
User Ranges Per Month	Shared Revenue Fee per
User per Month
	***	$***
	***	$***
	***	$***
	***	$***
	***	$***
	***	$***
	***	$***
	***	$***








Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.












CONFIDENTIAL
TREATMENT





*  $*** of the
above fees shall be attributable to maintenance fees (the  “Maintenance Fees”)
and the balance thereof is attributed to licensing  fees. The two fees together shall
comprise the shared revenue fee.



EXAMPLE:  Each
month, the fee calculation is performed under which the number of users for  the month is
multiplied by the fee associated with the total number in such  defined tier. For the
avoidance of doubt, the monthly fee user amounts above ***  users, the entire user base
fee will be calculated at the $*** per user fee  level.








	Shared Revenue Fees for Intellisync
Systems Management and File Sync
	User Ranges Per
Month	Systems
Management	File Sync
	***	$***	$***
	***	$***	$***
	***	$***	$***
	***	$***	$***
	***	$***	$***
	***	$***	$***
	***	$***	$***
	***	$***	$***
	***	$***	$***





* $***
of the above fees shall be attributable to maintenance fees (the
“Maintenance Fees”) and the balance thereof is attributed to licensing
fees. The two fees together shall comprise the shared revenue fee.



b.
Minimum Shared Revenue Fees. In no event shall the Shared Revenue Fees
for any month be less than what would be owed if the number of Users of
Customized IEA was determined according to the following table, and there were
no Users of Customized Systems Management or Customized File Sync:



	Month during Term	Number of Users of Customized IEA
	***	***
	***	***
	***	***




Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.












CONFIDENTIAL
TREATMENT


	***	***
	***	***
	***	***
	***	***
	***	***
	***	***
	***	***
	***	***
	***	***





For
example, if in month 3 of the Term, Verizon Wireless’ Shared Revenue Fees
pursuant to Section 3(a) above were determined to be $***, then Verizon Wireless
would owe Intellisync Shared Revenue Fees under the minimum payment obligations
of this Section 3(b) of $***.



3. Personalized Information Fees.



a. Full
Feature. If Verizon Wireless elects the Full Feature option, Verizon Wireless will pay
Intellisync $*** per Verizon Wireless User of the Personalized Information Engine (the
"PI Engine") per month.



b.
Component Approach. If Verizon Wireless elects the Component Approach
option, Verizon Wireless will ***. Verizon Wireless and Intellisync will enter
into SOWs for Intellisync’s professional services work to integrate into
the PI Engine content providers selected by Verizon Wireless. If Verizon
Wireless requests new itinerary formats not currently supported by the PI
Engine, Verizon Wireless and Intellisync will enter into SOWs for
Intellisync’s professional services work to develop such new itinerary
formats. Changing content providers will require development and testing work by
Intellisync, and shall not be less than $*** per new API. All development
activities and fess will be approved by Verizon Wireless prior to
implementation.



Intellisync’s
IEA currently supports a number of itinerary formats. Verizon Wireless may
request that Intellisync add support for new itinerary formats. The development
and testing cost to Verizon Wireless for such additions shall not be less than
$*** per new itinerary.



Intellisync’s
current third party content providers include:



     ***



     ***



     ***



     ***



     ***



     ***



     ***



     ***



     ***



     ***



Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.










CONFIDENTIAL
TREATMENT




     ***



     ***



     ***



     ***



     ***



     ***



     ***



     ***



4. Training.



Intellisync
training for Verizon Wireless employees pursuant to Section 5.1 of Exhibit B
***. Intellisync will follow Verizon Wireless’ reasonable travel
expenditure policies. For all daily sessions following the first ***, Verizon
Wireless will pay Intellisync its then-standard rates, discounted by ***, as
well as any actual out of pocket travel and expenses. Travel expenses shall
include all transportation, lodging and meals and other reasonable expenses, all
to be approved in advance by Verizon Wireless.



5. Hosting
and Management



	 	a)	Fees
– Verizon Wireless has elected to receive hosting and  management
services from Intellisync for the initial year of this Agreement for  Customized IEA.
Verizon Wireless agrees to pay Intellisync the following fixed  fees for hosting and
managed services for the Customized IEA, regardless of  number of users:







	 	•	May
2004 through Aug 2004 – $ *** per month







	 	•	Sept
2004 through April 2005 – $ *** per month







	 	•	After
12 months from launch, when the user count exceeds *** Users — $*** per  month,
provided, however, that if the User count does not exceed *** Users, the  fees shall be
$*** per month.







	 	•	After
12 months from launch, when the user count exceeds *** users — $***  per month, at
which point it is fixed and will never increase further regardless  of number of users;
provided, however, that if the User count does not exceed  *** Users, the fees shall be
$*** per month.







	 	b)	Hosting
Termination Fee







	 	•	In
the event that Verizon Wireless chooses to bring the hosting internal, then  Verizon
Wireless shall provide Intellisync *** advance notice to accommodate the  hand-off.







	 	•	If
Verizon Wireless terminates the hosting, then there will be a *** termination  fee at the
then-current rate, due on the termination date.







	 	c)
Additional Hosting. If Verizon Wireless elects to have the Customized
File Sync and/or Customized System Management also hosted by Intellisync,
additional fees will apply. Should the customer decide to deploy the Customized
File Sync and/or Customized System Management behind the firewall, no additional
fees shall apply. Any hosting fees are subject to all hosting provisions in the
Agreement.







Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.










CONFIDENTIAL
TREATMENT



6. Payment
Terms.



Verizon
Wireless will pay Intellisync any non-disputed invoices within *** days of its
receipt of an invoice for all fees associated with this Agreement.



8. Reporting.



Each
monthly payment by Verizon Wireless pursuant to this Exhibit A shall be
accompanied by a detailed report indicating the calculation of the payment
obligation, including the number of Users of each type of Customized Software
and numbers of Users under each Deployment Model during such month.



Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless



***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.
















CONFIDENTIAL
TREATMENT



EXHIBIT
B-1 — TRAINING



So
long as Verizon Wireless is receiving Maintenance, Intellisync shall provide
sufficient training, training materials and technical support to Verizon
Wireless to enable reasonably skilled employees of Verizon Wireless to properly
and effectively use the Software. Such training shall be conducted at a site
selected by Verizon Wireless and on dates that are mutually agreed upon. Verizon
Wireless may reproduce any training materials originated by Intellisync for the
purpose of training Verizon Wireless personnel. Any such reproductions shall
include any copyright or similar proprietary notices contained in the items
being reproduced. Training shall include, but not be limited to the following:



(1)
Intellisync shall provide qualified instructors and instruction material, as
determined by Intellisync, to train Verizon Wireless’ personnel in the
marketing, installation, administration, operation, and maintenance of the
Software.



(2)
Intellisync shall also establish and/or maintain curricula to include, but not
be limited to, the following:



	 	(a)
Software overview and instruction (e.g. features, functions, benefits, nomenclature,
architecture);







	 	(b)
, installation and maintenance;







	 	(c)
Basic operation and administration;







	 	(d)
Sizing, configuration and Software ordering; and







	 	(e)
Other subjects deemed necessary by the Parties to support the Software.







(3)
Intellisync shall change, modify, update and/or add training programs if deemed
necessary by the Parties as new Software features/releases are made available.



(4) If
requested by Verizon Wireless, Intellisync shall, at a mutually agreeable cost,
conduct “Train the Trainer” classes on marketing, installation,
database preparation and administration, operation, maintenance, and engineering
of the Software for Verizon Wireless instructors, at a mutually agreed upon
location.



(5)
Intellisync shall provide, upon Verizon Wireless’ request, one master
(camera ready) copy of any marketing, installation, administration, maintenance,
and courseware required for Verizon Wireless’ instructors to train on the
Software. The courseware shall contain an instructor guide, student materials
and any additional aides required to present the course. These master copy
materials shall be provided at no cost to Verizon Wireless. Intellisync shall
provide Verizon Wireless with reproduction rights for these materials.



(6)
Intellisync certified Verizon Wireless instructors shall be afforded the same
consideration as Intellisync’s instructors in regard to course
modifications and updates. Intellisync shall assure that Verizon Wireless’
instructors have the same updated material as Intellisync’s instructors.



(7)
Intellisync shall provide Verizon Wireless’ instructors, at no cost,
technical/operational support in the form of reasonable telephone consulting
assistance relating to the content of courseware.



(8)
Intellisync shall provide, at the actual cost of reproduction, copies of
training materials maintained by Intellisync to support Verizon Wireless’
embedded base of Software that Intellisync may have declared as discontinued or
obsolete.



Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless












CONFIDENTIAL
TREATMENT








EXHIBIT
B-2 — REIMBURSABLE EXPENSE GUIDELINES



Verizon
Wireless will reimburse Intellisync for reasonable, necessary and actual travel
and out-of-pocket expenses incurred in the performance of Services, provided
they are authorized in advance and meet the following criteria. All expenses in
excess of twenty-five dollars ($25.00) must have prior written approval, and
must be documented to Verizon Wireless’ reasonable satisfaction and will be
reimbursed monthly upon receipt of documents supporting such expenses.



1.
Airfare. With the exception of travel made necessary by the malfunction
of the Customized Software, Verizon Wireless will reimburse Intellisync for
airfare, provided the travel is authorized in advance by Verizon Wireless and
that the lowest reasonable coach airfare is used for all domestic travel.
Business class may be used for international short-term assignments of less than
two (2) weeks. However, the lowest reasonable coach airfare will be booked for
consultants traveling to an international destination for the performance of a
longer-term work assignment. Intellisync shall not be entitled to reimbursement
at the first-class airfare rate. The lowest reasonable coach airfare can involve
stops in transit, plane changes, etc. Intellisync shall submit to Verizon
Wireless any unused airline tickets (if reimbursement was received). During work
assignments of one (1) month or less, Verizon Wireless will not reimburse
Intellisync for return airfare to Intellisync’s home over a weekend unless
Intellisync’s hotel, car and meal expenses which would be incurred over a
weekend exceeds the cost of such airfare.



2.  Ground
Transportation. Verizon Wireless will reimburse consultant for ground transportation as
follows:



	 	a)
travel from consultant’s home location to their assigned Verizon Wireless
work location for all miles in excess of fifty (50) each way at the current
mileage reimbursement rate set by the Internal Revenue Service for use of
consultant’s personal automobile.







	 	b)
for car rentals in the U.S. Cost should be compared to other travel
alternatives. Car rentals should be limited to economy, subcompact, or compact
cars. If three or more people share a rental car, one size larger may be
selected. Intellisync should refuel rental cars before returning them to the car
rental agency, whenever possible. Insurance is necessary for all car rentals and
will be reimbursed.







	 	c)
for use of local transportation (taxis, trains, buses, etc.) which is justified
by business necessity. Intellisync is encouraged to use shuttle buses to
airports.







	 	d)
Verizon Wireless will reimburse Intellisync for incidental transportation
expenses such as bridge tolls and parking fees incurred for travel to and from
temporary work locations.







3.
Lodging, Meals, and Miscellaneous Expenses. Verizon Wireless will
reimburse Intellisync for reasonable lodging and meal expenses when
Intellisync’s personnel are assigned to a temporary work location requiring
an overnight stay or longer. Intellisync’s lodging should be at the lowest
reasonable available rate for a standard single room and shall not exceed
$150.00 per day and meal expenses shall not exceed $30.00 per day. Intellisync
shall not be entitled to reimbursement for meals purchased for persons other
than Intellisync. There is no reimbursement for alcohol, hotel minibars, gym
expenses or in-room movies. Business calls must be reasonable in length and
supported by an itemized bill.



4.Entertainment. Verizon Wireless will not reimburse Intellisync for entertainment
expenses.






Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless


















CONFIDENTIAL
TREATMENT




EXHIBIT
B — RELATED SERVICES



MAINTENANCE,
SUPPORT, TRAINING



1.
Support. For as long as Verizon Wireless is receiving Maintenance, Intellisync
will provide Verizon Wireless with tier 3 technical support to assist Verizon
Wireless’ technical support team only with the resolution of problems
arising from Users’ use of the Customized Software so long as Verizon
Wireless is current on its payment of Shared Revenue Fees in Exhibit A. Such
technical support will be available via telephone and email from *** Eastern
Standard Time, Monday through Friday, excluding holidays, and via pager to the
Intellisync technical support team from *** Eastern Standard Time, Monday
through Friday, excluding holidays.



2.  Notice  of
New  Releases.  Intellisync  will  provide  Verizon  Wireless  with ***  notice of the
commercially availability of a new Release.



3.
Support and Maintenance of Prior Releases. For as long as Verizon Wireless is
receiving Maintenance, Intellisync will provide support and maintenance for the
core functionality of the immediately prior Release of the Customized Software
for the Term of this Agreement. Verizon Wireless may elect to extend such
support and maintenance for an additional one (1) year by paying Intellisync the
fees outlined in Exhibit B, Section 5. Verizon Wireless may only make this
election once for any particular prior Release.



4. For
as long as Verizon Wireless is receiving Maintenance, Intellisync will provide
Verizon Wireless with all updated, customized, Software Releases, at no
additional charge to Verizon Wireless, at the same time Intellisync makes
commercially available any version of the said releases, whether said version is
“off-the-shelf” or otherwise.



5.  Training.



5.1
Training for Verizon Wireless. Intellisync will provide training sessions for
Verizon Wireless employees at rates outlined in Exhibit A. Training sessions
will include product training and sales training.



5.2
Training for Enterprise Customers. Intellisync will provide product training
sessions for Verizon Wireless Enterprise Customers of the Customized Software at
Intellisync’s then-current rates as well as actual out of pocket travel
expenses, where travel expenses shall include all transportation, lodging, meals
and reasonable other expenses.



6. Hosting
and Managed Services



6.1
Verizon Wireless may elect to have Intellisync provide hosting and managed
services for its hosted Deployment Models of the Customized Software. Fees for
such hosting and managed services are provided in Exhibit A. When elected, the
minimum period of time for Intellisync to provide hosting is *** (the
“Hosting Term”). Verizon Wireless shall give Intellisync not less than
*** notice of its intent to discontinue hosting prior to the end of any
Hosting Term. If Verizon Wireless decides to terminate the hosting and managed
services provided by Intellisync, Intellisync will impose a termination fee at
the time of termination equal to *** of Hosting Fees (as defined in
Exhibit A) based upon the then current run rate at the time of the termination.
Verizon Wireless may also elect to have Intellisync provide management services
independent of the primary location or relationship owner of the hosting
facility. If Verizon Wireless subsequently decides it wants to terminate the
platform management services, it must provide Intellisync with at least ***
written notice.



7.
Installation



Intellisync
shall install the Customized Software, perform its standard test procedures and
prepare the Customized Software for acceptance testing. When Intellisync
certifies that the Customized Software has passed all of Intellisync’s
acceptance testing, the Customized Software shall be certified as ready for



Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.












CONFIDENTIAL
TREATMENT






Verizon Wireless’ acceptance
testing, if applicable which may include  stress testing. No Software shall be deemed to
be installed until all Customized  Software has been installed.



8. Product
Change / Discontinuance



8.1
Intellisync is required to provide the Software, as specified in Exhibit A,
during the Term of this Agreement. In the event of any technological or
specification change, Software/firmware revision, Software deletion or
manufacturer discontinuance that would significantly impact Software operation,
interchangeability with the existing operating environment, appearance,
warranty, life cycle or Verizon Wireless engineering/quality approvals of any
Software, Intellisync shall give Verizon Wireless no less than *** advance
written notice. Intellisync shall, at the time of notification, provide Verizon
Wireless with: (a) a Software change number; (b) a description of such change;
(c) the reason for change; (d) a description of the impact of such change upon
reliability, Software specifications, or form, fit or function; (e) proposed
price impact (if any); and (f) proposed effective date for such change and
recommended implementation schedule.



8.2 If
the Parties fail to reach agreement on any such change in Software to be made by
Intellisync, then, in addition to all other rights and remedies at law or in
equity or otherwise, Verizon Wireless, shall, at no cost or liability, have the
right to terminate all pending SOWs for Software affected by such change.



9.  Technical
Support.  See Exhibit F



10. On-Site
Assistance See Exhibit F



11. Updates



During
the Term, and so long as Verizon Wireless is receiving Maintenance, Intellisync
will provide Verizon Wireless, without additional charge, all Updates that are
commercially released by Intellisync to any other customer, other than releases
proprietary to such other customer. Unless requested by Verizon Wireless or
necessary to correct performance failures or degradation, Intellisync shall
release Updates no more than once per calendar quarter. Such Updates shall
contain program code changes as determined by the previous quarter Error
corrections reported by any licensee or discovered by Intellisync and shall
include revised Documentation necessitated by correction of such Error
condition. At least *** prior to release of an Update, Intellisync shall notify
Verizon Wireless of the expected date of release and the Error corrections or
improvements to be included.




Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless



***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.












CONFIDENTIAL
TREATMENT



EXHIBIT
C



MARKS



Verizon
Wireless Marks



Verizon
Wireless






Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless











CONFIDENTIAL
TREATMENT




EXHIBIT
D — NON-DISCLOSURE



1.  To
facilitate discussions, meetings and the conduct of business between the  Parties with
respect to the Agreement, it may be necessary for one Party to  disclose to the other
technical, customer, personnel and/or business information  in written, graphic, oral or
other tangible or intangible form including, but  not limited to, specifications,
records, data, computer programs, drawings,  schematics, know-how, notes, models, reports
and samples. Such information may  include proprietary material, as well as material
subject to and protected by  laws regarding secrecy of communications or trade secrets (“Confidential
Information”).



2.
Each Party acknowledges and agrees as follows:



a.  All
Confidential  Information  acquired  by either  Party  from the other  shall be and shall
remain the  exclusive property of the source;



b.  To  inform
the  receiving  Party,  in  advance  of  any  disclosure  of  Confidential  Information,
in  non-confidential and non-proprietary  terms, of the nature of the proposed
disclosure,  and to afford the receiving  Party the option of declining to receive the
Confidential Information;



c. To
receive in confidence any Confidential Information; to use such Confidential
Information only for purposes of work, services or analysis related to the
matter of mutual interest described above and for other purposes only upon such
terms as may be agreed upon between the Parties in writing;



d. To
limit access to such Confidential Information to a Party’s employees,
contractors, and agents who (i) have a need to know the Confidential Information
in order for such Party to participate in the manner of mutual interest
described above; and (ii) have also entered into a written agreement with the
receiving Party which provides the same or greater protections to any
Confidential Information provided hereunder; and



e. At
the disclosing Party’s request, to return promptly to the disclosing Party
or to destroy any copies of such Confidential Information that is in written,
graphic or other tangible or intangible form, and providing to the disclosing
Party a list of all such material destroyed.



3.
These obligations do not apply to Confidential Information which:



a.  As shown by
reasonably  documented  proof,  was in the  other's  possession  prior  to  receipt  from
the disclosing  Party; or



b.  As shown by
reasonably  documented  proof,  was received by one Party in good faith from a third
party not  subject to a confidential obligation to the other Party; or



c.  Now is or
later  becomes  publicly  known  through no breach of  confidential  obligation by the
receiving Party;  or



d.  Is
disclosed to a third party by the source without a similar nondisclosure restriction; or



e.  Was
developed  by the  receiving  Party  without the  developing  person(s)  having  access
to any of the  Confidential Information received from the other Party; or



f.  Is
authorized  in writing by the  disclosing  Party to be  released or is  designated  in
writing by that  Party as no longer being confidential or proprietary.



4.  The Parties
may disclose Confidential Information to an Affiliate (including  Verizon Wireless’ parent,
Vodafone) or an agent, subject to the terms and  conditions set forth herein.



5. The
Parties agree to provide the other Party with immediate notice of any actual or
potential requirement of any court or agency to disclose Confidential
Information. The Party receiving the request



Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless












CONFIDENTIAL
TREATMENT




for the
information shall notify  the source Party and shall give that Party an opportunity to
participate in  objecting to production of the Confidential Information.



6. All
disclosures of Confidential Information between the Parties pursuant to this
Agreement shall be made by or under the supervision of an authorized
representative for each Party.



7. It
is agreed that a violation of any of these non-disclosure provisions may cause
irreparable harm and injury to the non-violating Party and that Party shall be
entitled, in addition to any other rights and remedies it may have at law or in
equity, to seek an injunction enjoining and restraining the violating Party from
doing or continuing to do any such act and any other violations or threatened
violations of this Agreement. Absent a showing of willful violation of this
Agreement, neither Party shall be liable to the other, whether in contract or in
tort or otherwise, for special, indirect, incidental or consequential damages.



Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless












CONFIDENTIAL
TREATMENT




EXHIBIT
E



FORM
OF WORK ORDER



Work Order
No. ____



to MASTER
SOFTWARE LICENSE, SOFTWARE DEVELOPMENT AGREEMENT,
MAINTENANCE AND SERVICES AGREEMENT AND
RESELLER AGREEMENT



Intellisync
Corporation (“Intellisync”) will perform the following additional
services for ________________ (“Verizon Wireless”) under the terms and
conditions of that certain MASTER SOFTWARE LICENSE, SOFTWARE DEVELOPMENT
AGREEMENT, MAINTENANCE AND SERVICES AGREEMENT AND RESELLER AGREEMENT, dated
_______________, between Intellisync and Verizon Wireless. In consideration of
the additional services described below, Verizon Wireless will pay to
Intellisync the amount(s) set forth below on or before the date(s) set forth
below.


	Task Description	Target Date
	 	 




	Amount Due	Date
	 	 





	Verizon Wireless	Intellisync Corporation
	 	 
	______________________________
By (signature)	______________________________
By (signature)
	 	 
	______________________________
Name	______________________________
Name
	 	 
	______________________________
Title	______________________________
Title








Intellisync/Verizon
Wireless — Proprietary and Confidential
Not to be distributed to third parties
without the prior written consent of Intellisync or Verizon Wireless












CONFIDENTIAL TREATMENT







Service
Level Agreement (SLA)



For



Verizon
Wireless




And




Intellisync







Proprietary
and Confidential




Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



1








CONFIDENTIAL TREATMENT


				
	1.	 	Purpose
      and Scope	3
	2.	 	General	3
	 	2.1	     	Wireless
      Sync Required Service Levels and Key Specifications	3
	3.	 	Definitions	3
	4.	 	Verizon
      Wireless Responsibilities	4
	 	4.1	 	Notice
      of Scheduled Outages	4
	 	4.2	 	Unscheduled
      Outages	4
	 	4.3	 	Operational
      Questions & Issues	4
	5.	 	Intellisync
      Responsibilities	5
	 	5.1	 	Customized
      Software OS Support	5
	 	5.2	 	Notice
      for Scheduled Outages	5
	 	5.3	 	Notice
      of Application Changes	5
	 	5.4	 	Unscheduled
      Outages	5
	 	5.5	 	Operational
      Questions & Issues	6
	6.	 	Fault
      Identification, Troubleshooting	6
	7.	 	Data
      Center Capabilities	6
	 	7.1	 	Physical
      and Network Security	6
	 	7.2	 	Redundancy
      and Failover	6
	8.	 	Service
      Levels	7
	 	8.1	 	Intellisync
      Service Level Requirements	7
	 	8.2	 	Table
      4 - Intellisync Service Level Requirements	7
	 	8.3	 	Table
      5 - Credit Structure	8
	9.	 	Incident
      Reporting Between the Parties	10
	 	9.1	 	Communicating
      Incidents	10
	 	9.2	 	Information
      for Incident Reporting	11
	 	9.3	 	Trouble
      Reporting Information	11
	Information
      To Collect	11
	Description	11
	 	Troubleshooting
      Information 	11
	Questions
      / Information	11
	Description	11
	Additional
      Information For Enterprise Server Model	12
	10.	 	Intellisync
      Incident Reports	12
	 	10.1	 	Post-Mortem
      Reports	12
	 	10.2	 	Open/Closed
      Ticket Report	13
	 	10.3	 	Random
      Service Testing	13
	 	10.4	 	Intellisync
      Support Services	16
	 	10.5	 	Intellisync
      Support Service Categories	17
	 	10.6	 	Readiness
      Services	17
	 	10.7	 	Table
      2 - Verizon Wireless Contact Points	20





Prepared for
Verizon Wireless Sync Solution Suite



Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



2








CONFIDENTIAL TREATMENT




	1.	Purpose
and Scope







	 	This
Service  Level  Agreement  ("SLA")  sets  forth  the  terms  agreed  to
between  Intellisync  Corporation  ("Intellisync")  and Cellco  Partnership
d/b/a  Verizon Wireless  ("Verizon  Wireless") in the event that Verizon
Wireless  elects for Intellisync to provide the Customized Software,  and Services (as
defined  herein) pursuant to  the Master Software License,  Software  Development
Agreement,  Maintenance and Services  Agreement and Reseller  Agreement  between the
parties (the  "Agreement").  In particular,  this SLA (i) identifies the levels
of service  that will be maintained by Intellisync  for Verizon  Wireless in connection
with  providing the Services and (ii)  details a provision for service credits in the
event of  Intellisync's failure to meet such service levels.







	 	Only
if Verizon  Wireless  requests and pays for the Services  pursuant to the  Agreement
does this SLA have any  force or affect.  If so, this SLA becomes an addendum to the
Agreement.







	 	This
document  should be used as a reference for Verizon  Wireless'  Network  Operations  and
its  Affiliates and  Intellisync in support and development of the Customized Software
and Related Services.







	 	Within
this document Wireless  Email/PIM data solution and Personal  Information  Management
will be referred to  as Customized software and related services.







	2.	General







	 	As
more fully  described in the  Agreement,  Verizon  Wireless Users shall be able to use
Intellisync's  Mobile  Suite to synchronize Wireless Sync data such as Email and Personal
Information  Management (PIM) data (contacts,  calendar, tasks, notes).







	 	Verizon
Wireless  will  bring to market a Wireless  Sync data  solution  suite  targeted  at
Verizon  wireless  customers.  This  Wireless  Sync data solution  suite will be branded
and billed by Verizon  Wireless,  and sold  through the Verizon Wireless distribution
channels.  The Wireless Sync data solution suite would consist of ***.







	 	The
first release of email solution will be the Desktop and Workgroup model.







	 	2.1	Wireless
Sync Required Service Levels and Key Specifications







	 	Key
Specifications







	 	Refer
to the Requirements document.







	3.	Definitions







All capitalized
terms shall have the meanings ascribed to them below or in the Agreement.



	 	“Affiliate”
means any entity that controls, is controlled by, or is under common control with a party.







“Applications” means
the Wireless Sync Applications as defined in this Agreement.



“Commercial
Service Date” means the date upon which the Service is made available to Users for a
fee.



“Customized
Software” means an altered to specification version of the Software, in Object
Code, to be distributed to Verizon Wireless and to Users pursuant to the terms of this
Agreement.



“Data
Center” means the data center which Intellisync utilizes to provide the Services.



“Fees” means
the Hosting and Management Fees owed by Verizon Wireless for the Services pursuant to
Section 5 of Exhibit A of the Agreement.



“Intellisync
Span of Control” means problems, incidents, or issues that are within
Intellisync’s, or its Affiliates’ or third-party licensors’, control.



Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



3




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.










CONFIDENTIAL TREATMENT




“Intellisync
Scheduled Outage” means any outage scheduled by Intellisync pursuant to Section 5.1.



“Intellisync
Unscheduled Outages” means that time comprised of (a) the time during Severity 1
incidents within Intellisync’s Span of Control prior to their resolution and (b) the
time in excess of forty-eight (48) hours during Severity 2 incidents within
Intellisync’s Span of Control prior to their resolution, where Severity 1 and 2
incidents are defined in Table 5A of this SLA.



“Intellisync
Network” means all hardware, software and transmission facilities that are
deployed and maintained within the hosting facility to transmit data to and from the
Wireless Sync Gateway. The point of demarcation (e.g. VPN tunnel) between the
Verizon Wireless Network and the Intellisync Network as further defined in the
Demarcation section.



	 	This
may also  include Intellisync software and hardware deployed in the Verizon Wireless
network.







	 	“Services”
means the hosting services provided by Intellisync to Verizon Wireless pursuant to
Section 5.1 of Exhibit B of the Agreement.







	 	“Scheduled
Outages” means any time Verizon Wireless or Intellisync, respectively,
temporarily suspend operation of the Verizon Wireless Network or the Intellisync
Network to perform scheduled maintenance.







	 	“Verizon
Wireless Span of Control” means problems, incidents, or issues that are within
Verizon Wireless’, or its Affiliates’ or third-party licensors’, control.







	 	“Verizon
Wireless Scheduled Outage” means any outage scheduled by Verizon Wireless pursuant
to Section 4.1.







	 	“Verizon
Wireless Unscheduled Outages” means any total or partial disruption in the
operation of the Verizon Wireless Network, not the result of Scheduled Outages or an
Intellisync Unscheduled Outage, such that Users cannot synchronize with the
Intellisync Sync server using their Interactive Wireless Devices.







	 	“Verizon
Wireless Network” means all hardware, software and transmission facilities
deployed and maintained by Verizon Wireless, its affiliates, agents or
representatives that are used by Verizon Wireless to transmit Synchronization
Messages between the Wireless Sync server and the Devices of the Subscribers. The
point of demarcation between Verizon Wireless and Intellisync is further defined in the
Demarcation section.







	4.	Verizon
Wireless Responsibilities







	 	4.1	Notice
of Scheduled Outages







	 	Verizon
Wireless will use  commercially  reasonable  efforts to provide  written  notice to the
Operations -  Technical  Lead contact of  Intellisync  listed in Table 2 of all scheduled
outages for planned  maintenance  and any changes to the Verizon  Network that might
impact the  Intellisync  Network.  Verizon  Wireless  will  attempt to provide
Intellisync  with ample notice of said scheduled  outages and changes so Intellisync  can
plan accordingly.***.







	 	4.2	Unscheduled
Outages







	 	Verizon
Wireless will use commercially  reasonable efforts to remedy Verizon Wireless
Unscheduled Outages in  a timely  manner,  and will use  commercially  reasonable
efforts to respond to those  outages in the manner  described in the Communications
Guidelines set forth in Table 5A.







	 	4.3	Operational
Questions & Issues







	 	Operational
questions and issues that arise under this Agreement will be directed by Intellisync
in writing during normal business hours to the Intellisync Account Maintenance contact
at Verizon Wireless listed in Table 2.







Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



4




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.










CONFIDENTIAL TREATMENT




	5.	Intellisync
Responsibilities







	 	5.1	Customized
Software OS Support







	 	Upon
not less than *** written notice to Intellisync  prior to Verizon  Wireless' launch of
either:  (a) a new or  updated Palm or  Microsoft  operating  system;  or (b) a new
hardware or software  change  introduced  by an OEM,  Intellisync  will use  commercially
reasonable  efforts to deliver  Customized  Software to support such updated  versions of
the Palm and Microsoft  operating systems and/or newly introduced OEM hardware or
software,  prior to  the launch of the Palm and  Microsoft  operating  systems  and/or
newly  introduced  OEM hardware or software by  Verizon Wireless.  In the event that
Intellisync is not able to deliver the Customized  Software prior to Verizon  Wireless'
launch, the following penalties will apply to Intellisync:







	 	For
the first *** following launch by Verizon Wireless = *** paid by Verizon Wireless to
Intellisync.







	 	For
the next *** following launch by Verizon Wireless = *** paid by Verizon Wireless to
Intellisync.







	 	Prior
to the  release of any version of the  Customized  Software,  Intellisync  shall be
obligated  to test and  certify that the Customized  Software is compatible with the
appropriate  device and operating system, as per the  terms of this Agreement and Exhibit
1 attached to this SLA.







	 	The
parties  agree that it is  intended  that no device  have a defect  rate in excess of
***.  The parties  will  agree on the  standard  operational  testing  to be  implemented
in order to  appropriately  declare a defect as  related to the  Customized  Software.
If the defect rate exceeds *** in any given month,  Intellisync  will have  *** to
provide a plan which is agreeable to Verizon  Wireless for remedying the  situation.  If
Verizon  Wireless  accepts  Intellisync's  plan, such plan will be implemented
immediately  and the remedy  completed no later than  ***.  If Intellisync is unable to
remedy the problem, Verizon Wireless will have the option to: (i)***.








	 	5.2	Notice
for Scheduled Outages







	 	Intellisync
will use  commercially  reasonable  efforts to provide  written notice to the
Intellisync  Account  Management contact at Verizon Wireless listed in Table 2, *** prior
to all Intellisync  Scheduled Outages unless  mutually deemed necessary to schedule the
outage in a shorter timeframe.







	 	Absent
Verizon  Wireless' prior consent,  Intellisync's  scheduled  maintenance needs to be
scheduled during the  established maintenance windows of *** between ***.







	 	5.3	Notice
of Application Changes







	 	Intellisync
will inform  Verizon  Wireless  of any new  application  additions.  Intellisync  should
report to  Verizon  Wireless in advance of *** prior to such new  application  addition
to the  Intellisync  Network unless  mutually deemed necessary to introduce new
application additions in a shorter timeframe.







	 	5.4	Unscheduled
Outages







	 	Intellisync
will use  commercially  reasonable  efforts to remedy  Intellisync  Unscheduled  Outages
in a timely  manner, and will use commercially  reasonable efforts to respond to those
outages in the manner described in the  Communications Guidelines set forth in Table 5A.







	 	5.5	Operational
Questions & Issues







	 	Operational
questions and issues that arise under this Agreement will be directed by Verizon Wireless
in writing during normal business hours to the Operations - Technical Lead contact for
Intellisync listed in Table 2.







Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.





5








CONFIDENTIAL TREATMENT




	 	5.6	Demarcation







	•	The
initial  connectivity  between Verizon  Wireless and the Intellisync  hosting facility
will be a VPN over  the  internet.  Each party will be  responsible  to provide a VPN
router and  support for that router and the VPN  tunnel. The demarcation point for this
configuration  will be each party's router with joint  responsibility for  the tunnel.







	 	At
some point in the future,  Verizon  Wireless may decide (at VZW's  discretion) to change
to  connectivity to a  frame relay circuit.  In the event this change is made, the point
of demarcation will be the far end of the frame  relay circuit at the Intellisync
hosting facility.  Intellisync would have  responsibility for the router in the  hosting
facility  and be required  to provide  7X24  support  for that  equipment  and any
required  support or  testing.  Verizon Wireless will have control and responsibility of
the circuit to the demark only.







	6.	Fault
Identification, Troubleshooting







	 	To
the extent either party becomes aware of Unscheduled  Outages affecting  individual or a
multiple/widespread  group of Users,  and such party is unable to determine  the cause of
the outage,  the party  should  immediately  provide notification of the outages to the
other party's technical support contacts.







	 	Intellisync
will work in good faith with Verizon Wireless,  if requested,  to identify the cause of
the outages.  However,  if significant and repeated requests for Intellisync  assistance
involves work that is not associated  with the  Intellisync  Network,  Intellisync  will
provide  written  notice to its  Account  Manager at Verizon  Wireless (see Table 2).
After such  notification,  if Verizon  Wireless  continues to use Intellisync  staff for
non-Intellisync  Network issues,  Intellisync can charge Verizon  Wireless for time spent
on these activities at  its then-current rates.







	 	The
purpose of this  troubleshooting  is to differentiate  between outages that affect many
Users and those that  only affect individual Users.







	7.	Data
Center Capabilities







	 	7.1	Physical
and Network Security







	 	The
Data Center and its  perimeter  will be  monitored 24 hours per day x 7 days per week and
will have key card  access  security.  Visitors  to the Data  Center  will be  escorted
to the  Intellisync  cage  space  and given  appropriate access to the equipment.







	 	Industry
standard  equipment as mutually  agreed upon will protect all servers and services in the
Data Center,  for example, but not limited to:







	 	•	Firewalls
implemented for various subnets; and







	 	•	Virtual
Private Network devices that comply with Verizon Wireless B2B VPN technical
specifications.







	 	7.2	Redundancy
and Failover







	 	Intellisync
will provide the Services through load balanced, hardened servers and network components,
redundant  connections,  and a hardened Data Center. The architecture will be designed to
prevent single points of failure,  and to be load balanced and redundant in all
components  capable of load  balancing.  All other  components will  have redundant,
automated failover mechanisms to provide seamless transition of operations without
interruption  of  Intellisync's  services  due to the failure of a component.
Intellisync's  Data Center will be located in a  state-of-the-art  facility  with
redundant  power  feeds,  battery  back-ups and on-site  generators  to ensure
uninterrupted  power.  The facility will have multiple,  physically  separate
connections to the Internet,  and  they will be fully climate controlled.







	 	To
eliminate  the impact of a disaster  that affects  Intellisync's  existing  Data  Center,
Intellisync  shall  provide a  geographically  diverse  redundant Data Center within 9
months of written  notification  from







Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



6








CONFIDENTIAL TREATMENT




	 	Verizon
Wireless  but no sooner  than 18 months  from the  commercial  launch of  Wireless  Sync
Service  with  Verizon  Wireless.  The  cost of hardware,  software,  connectivity,  data
transmission  facilities,  hosting and  managed  services associated with the redundant
Data Center will be the responsibility of  Verizon Wireless.







	 	The
redundant  Data Center shall  process  messages  actively  with the existing  data center
rather than be a  standby  facility.  There shall be no loss of messages or profile
information,  as  replication  of these items  shall be made in real time. Redundant
connectivity to Intellisync  redundant Data Center will be established as  requested  by
Verizon  Wireless.  In such case,  Verizon  Wireless  may also be  required  to  provide
network  assistance for modifying and backup connectivity to the secondary site.







	 	Intellisync
will take reasonable  steps to insure that the system is secure in a manner to prohibit
malicious  use by an authorized users. (e.g., by adhering to Verizon Wireless  user names
and password policies).







	8.	Service
Levels







The  service
levels  established  in this  Section 8 may be  modified  from time to time by a document
signed by the  parties.



	 	8.1	Intellisync
Service Level Requirements







	 	Intellisync's
service level requirements for the Services  ("Service Level  Requirements") is
proscribed by the  Service Availability Levels for the corresponding effective dates
shown on Table 4 below.







	 	8.2	Table
4 - Intellisync Service Level Requirements






	Required
      Service Availability Level (%)          	Effective
      Date          
	***	***
	***	***
	***	***
	***	***






	 	If
at any time after the initial  Commercial Service Date the Parties agree to implement
additional  services or  changes to the functionality or features of the Customized
Software or Related Services ("Additions"),  then from  the date of commercial
launch of each such Addition,  the Required Service  Availability Level will for a ***
and  then after such ***, revert back to the applicable Required Service Availability
Level in Table 4.







	 	Service
Availability  shall be measured over the period of each calendar  month,  calculated as
set forth below;  provided that Service  Availability shall be measured on a prorated
basis for the first and last months that this  SLA is in effect. Service Availability
shall be calculated using the formulas shown below.






	      	Planned Service Availability	  =  	Available Time in
      Month
	 	 	 	 
	 	Actual Service Availability	  =	Planned Service Availability
      - Intellisync Unscheduled Outages
	 	 	 	 
	 	Actual
      Service Availability

      Level (%) 	  =	Actual
      Service Availability / Planned Service Availability x 100





Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



7




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.











CONFIDENTIAL TREATMENT




In the event
that the Actual Service  Availability  Level fails to meet the Required  Service
Availability  Level (as  listed on Table 4) during any calendar month of the Term,
Intellisync  shall  calculate a credit to Verizon  Wireless  of a portion of the Fees
otherwise due to Intellisync  during such month  ("Credit"),  provided that
Credits will only  be in assessed  quarterly,  as described in more detail below.  Each
monthly Credit shall  calculated as follows:  ***  which the Actual Service  Availability
Level was below the Required Service  Availability  listed on Table 4; provided  that in
no event shall any monthly Credit exceed *** of such month's Fees (the "Maximum
Monthly Credit").



The following
table provides examples of calculation of Credits:



	 	8.3	Table
5 - Credit Structure






	Actual
      Service Level     

      Availability	Amount
      of Credit
	***

      Required

      Service

      Level

      Availability     	***

      Required

      Service

      Level

      Availability     	 ***

      Required

      Service

      Level

      Availability     
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***





Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



8




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.










CONFIDENTIAL TREATMENT


	***                              	***                	***                	***                
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***
	***	***	***	***





Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



9





***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.











CONFIDENTIAL TREATMENT


	***                              	***                	***                	***                
	***	***	***	***
	***	***	***	***
	***	***	***	***





For  avoidance
of doubt in the  Credit  calculation,  and by way of  example  only,  a Credit of ***
would be owed to  Verizon  Wireless by Intellisync if, during a calendar month in which
the Required  Service Level  Availability is ***  and the Fees  otherwise  due
Intellisync  by Verizon  Wireless  equals ***,  Intellisync  achieves  only a *** Actual
Service  Availability  Level.  The total credit would be calculated by multiplying  the
Fees otherwise due Intellisync  by *** (e.g.,  *** for the *** increment below the
Service Level  Requirement) and adding the initial *** charge for a  total of ***.  In
other words, *** would be multiplied by *** to equal ***.



Credits will
only actually be granted to Verizon  Wireless at the end of a calendar  quarter if
Intellisync's  Actual  Service  Level for such  quarter  falls  below the  Required
Service  Availability  Level.  If there  were  different  Required Service  Availability
Levels during any calendar quarter,  the applicable Required Service Availability Level
for such quarter will be determined using a weighted average calculation.



If the Maximum
Monthly  Credit  applies for any *** during this SLA,  it shall  constitute  a material
breach of the  Agreement by Intellisync.



The above
stated remedies shall be Verizon  Wireless' sole and exclusive  remedies for
Intellisync's  failure to meet  the Service Level Requirements.



	9.	Incident
Reporting Between the Parties







	 	9.1	Communicating
Incidents







	 	Verizon
Wireless and  Intellisync will communicate incidents in the following manner:







	 	•  
Both Parties will make  commercially  reasonable  efforts to open trouble  tickets  using
the Trouble  Ticket  Report  (defined below in Section  10.2).  However,  trouble
tickets for Severity 1 & 2 problems can be reported  directly to the customer  support
phone numbers at all times.  The use of email will primarily be used to provide
follow-up  information /  confirmation  of trouble  tickets  opened via the Trouble
Ticket Report or phone call.  Verizon Wireless will make commercially  reasonable efforts
to promptly call Intellisync upon becoming aware of a  Severity 1 incident. Appendix A
shows Verizon Wireless Incident Resolution process







	 	•  
Verizon Wireless will set the initial  classification  of the Severity Level of the
trouble ticket based upon  the criteria outlined in Table 5A. Intellisync has the right
to change the initial  classification set by Verizon  Wireless if the  classification
does not meet the criteria in Table 5A. Intellisync will notify Verizon Wireless  if any
initial  classifications  are changed by Intellisync with the precise reason for such
changes.  If Verizon  Wireless fails to set the initial  classification  of the Severity
Level, then Intellisync will assign a Severity  Level and will  notify  Verizon  Wireless
of the  Severity  Level  assigned  in accord  with Table 5A. As to any  incident not
described in Table 5A, the parties will attempt in good faith to agree upon the final
determination  as to the  classification  of such incident.  In the event they are not
able to so agree,  Verizon  Wireless will  determine such classification and, without
waiving its rights to later dispute such  classification,  Intellisync  shall comply with
such  classification.  Intellisync will generate a single response for each trouble
ticket that  is received from Verizon Wireless to confirm receipt of the incident notice.







Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless





***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.






10








CONFIDENTIAL TREATMENT




	 	•   In
the  event that  Intellisync  is hosting  this  service  on behalf of Verizon  Wireless
and  may or may not  contract a 3rd party to manage a portion of the  hosting,
Intellisync  will  still act as the  Verizon  Wireless  single point of contact for all
trouble  reporting and resolution.







	 	9.2	Information
for Incident Reporting







	 	For
each incident,  Verizon  Wireless will provide  Intellisync  with necessary  information
that will facilitate  timely problem determination and resolution.  Upon notification of
the incident,  Intellisync will verify receipt  of the  necessary  information.  The
following is the  necessary  information  that will be obtained from Verizon  Wireless
for all reported  incidents.  (The information  marked "Optional" is only
required if it is available to  Verizon Wireless and determined by Verizon Wireless to be
appropriate):







	 	Intellisync
- Verizon Wireless SLA







	 	The
information in the tables below should be collected by the VZW Data Customer  support
team in working with a  customer on a problem.  This  information  will need to be passed
to Intellisync for escalated  customer  support  calls.







	 	9.3	Trouble
Reporting Information






	 	Information
      To Collect	Description
	1    	VZW Trouble
      Ticket Number	From
      Remedy
	2	VZW User
      MDN	Customer's
      mobile number
	3	Customer
      Information	Customer
      Name & Contact Number
	4	Service
      Model	Desktop,
      Workgroup, Enterprise Server
	5	Device
      Information	Manufacturer,
      Model, Operating System
	6	Device
      Client Version	Version
      of Intellisync client on device
	7	PC Monitor
      Client Version (if applicable)          	Version
      of Intellisync client on PC
	8	Email
      Server Information	Exchange,
      Domino/Notes, POP & Version          








	 	Troubleshooting
Information






	 	Questions
      / Information	Description
	1     	Problem
      Summary	Brief
      description of the problem and error number
	2	Severity
      of Problem	Assessment
      of service impact
	3	Date
      & Time of Problem	Date
      and timeframe/time of problem
	4	Did Functionality
      Ever Work?	If YES,
      what changed?
	5	Steps
      Required to Reproduce Problem	Exact
      steps in order to reproduce
	6	Are Other
      Users Having This Problem?          	On same
      Workgroup Monitor?
	7	Troubleshooting
      Steps Attempted	Outline
      tests completed so far with results
	8	Problem
      Diagnosis Questions	Questions
      to walk through with customer to diagnose problem          
	 	Is Web
      PIM data correct?	 





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11








CONFIDENTIAL TREATMENT


	       	If Web
      PIM updated, is device data correct after a sync?	                                                                                           
	      	If Web
      PIM updated, is PC/Server data correct after a sync?	 
	 	If device
      updated, is Web PIM data correct after a sync?	 
	 	If PC/Server
      updated, is Web PIM data correct after a sync?	 




Additional
Information For Enterprise Server Model


	       	Has the
      user uploaded the Intellisync logs?	If NO,
      can they upload the logs or send them via eMail?
	      	If Installing,
      have they performed all the pre-requisites?     	If no,
      review all the pre-requisites with customer.
	 	If Upgrading,
      what versions of Intellisync

      software are they upgrading from and to?	 
	 	Groupware
      Information	Groupware
      (Domino, Exchange, POP, etc.)

      Version of groupware

      If Domino, what templates version?
	 	 	                                                                                           




All
communications  that include references to time must be expressed using a 24 hour clock
format and will reference  the local time where the user is logging the incident
information.



If any of this
information is missing from the incident  notice to Intellisync  and is necessary to
resolution of the  incident,  Intellisync will immediately  contact Verizon Wireless to
request  completion of the information.  When all  necessary  information is present,
Intellisync will begin  investigating the incident and provide feedback to Verizon
Wireless as detailed in this Incident  Reporting  Process section.  The trouble ticket is
deemed "open" when submitted  by Verizon  Wireless.  After  Intellisync's
resolution,  the ticket will be automatically  closed.  However,  Verizon  Wireless may
reject the incident  resolution  if its help desk  representatives  cannot  confirm that
the incident has  been properly resolved, in which case Verizon Wireless may open a new
trouble ticket.



Note,  as the
product  matures  and  additional  diagnostic  information  becomes  available,  Verizon
Wireless  and  Intellisync will work together to incorporate this information into the
table.



	10.	Intellisync
Incident Reports







	 	10.1	Post-Mortem
Reports







	 	The
purpose of the Post-Mortem  Report is to identify the origin of an incident and identify
corrective  actions  to prevent its  reoccurrence.  Intellisync  will,  upon  request,
create a  preliminary  Post-Mortem  Report and  provide such report to Verizon  Wireless
within *** of resolution of a Severity 1 event.  Intellisync  will upon  request,  create
a Post-Mortem  Report and provide such report to Verizon Wireless within *** of the close
of the  incident for any incidents classified as Severity 1 or Severity 2.







Intellisync/Verizon
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the prior written consent of Intellisync or Verizon Wireless



12



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treatment requested pursuant to a request for confidential treatment filed with
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separately with the Commission.











CONFIDENTIAL TREATMENT




	 	•   Each
month will provide  Verizon  Wireless  with a report  indicating  total time of the
service that was not  available for the previous month.







	 	Service
Level  Availability Report







	 	•   Each
month  Intellisync  will provide Verizon  Wireless with a service level report
indicating the levels of  Service Availability for the previous month and how such
Service Availability was calculated.







	 	•   The
service level report will be due by the 10th day of each month following the month  being
measured.







	 	10.2	Open/Closed
Ticket Report







	 	In
order to effectively manage response and resolution,  Intellisync Support Services Center
will provide Verizon  Wireless a monthly report of the following:







	 	•   Number
of incidents received from Verizon Wireless by severity levels;







	 	•   Percentage
responded to within response timeline goals; and







	 	•   Number
of open incidents with current status.







	 	10.3	Random
Service Testing







	 	In
addition to providing the service level reports  described  above,  Intellisync will
execute a battery of sync  tests each month using a set of test user accounts on the
production  system.  During this testing,  Intellisync  will confirm that data is
synchronizing as expected.







	 	Intellisync
will report the results of these tests each month to Verizon  Wireless  The monthly
report will set  forth the  results  of these  tests.  To the extent  Intellisync  finds
any  problems,  Intellisync  will  pursue  resolution of the incident according to the
procedures described in Table 5A.







Table 5A


	Severity	1	2	3
	Description	
      A catastrophic problem
        that severely impacts the End User's ability to utilize the Wireless Sync
        solution.

      This incident level
        is attained when 10%+ of Verizon Wireless' Wireless Sync data solution
        user community experience a loss of critical services as a result of at
        least one of the following problems. This severity level is attained when
        any of the following conditions are met:

      (1) a severe malfunction
        of the Wireless Sync data solution

      (2) there is a complete
        outage of the Intellisync Network within the Intellisync Span of Control
        

      (3) there is a complete
        outage of the Verizon Wireless Network within the Verizon Wireless Span
        of Control 

      (4) Inability of
        Verizon Wireless Users

        
	
      A high-impact problem
        in which the End User's operation is disrupted but there is capacity to
        remain productive and maintain necessary business-level operations. 

      This incident level
        is attained when 5%+ of Verizon Wireless' Wireless Sync data solution
        community experience the same failures to one or more critical Wireless
        Sync data solution features and capabilities.

      This severity level
        is attained when any of the following conditions 

        
	A medium to low
        impact problem that involves partial functionality loss which impairs
        some operations but allows the End Users to continue to function. 

      This incident

        level is attained when any of the

        following conditions are met: 

      (1) A minor degradation
        of the service to isolated to

        






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	 	to
        use all major features and receive expected (and documented) behavior

      (5) Inability to
        provision the Wireless Sync data solution to more than 1 Verizon Wireless
        Users

      (6) All data generated
        by Verizon Wireless Users interaction with the Wireless Sync data solution
        is not available or is corrupted, and is not recoverable

      (7) Inability of
        the Wireless Sync data solution to send and receive messages to/from the
        Wireless Sync Server

      (8) Inability of
        the Verizon Wireless Users to register to the Wireless Sync data solution
        or exchange messages with other users.
	are
        met:

      (1) A significant
        performance degradation of the Wireless Sync data solution occurs,

      (2) A high impact
        issue with a workaround (a critical capability cannot be accessed by a
        method that is part of the Wireless Sync data solution, but it can be
        accessed by one or more alternate methods).

      (3) Essential functionality
        of the Wireless Sync data solution operates in a way that is materially
        different from those described in the Agreement.

      (4) Unavailability
        of the following Intellisync Support Tools: Support Services, Trouble
        Ticket, Monitoring and Reporting.
	individual
        user.

      (2) Recent modifications
        cause service to operate in a way that is materially different from those
        described in the product definition for non-essential features.

	Communication Method	E-mail and 7/24 Phone.
      Initial communication via 7/24 phone to expedite notification and resolution
      process.	E-mail and 7/24 Phone	Email only
	Initial Response Time	***	Acknowledgement of
      the issue within ***	Acknowledgement of
      the issue within *** of notification.
	Initial Update Timeframe	First update within
      *** of notification.	First update within
      *** of notification.	First update within
      *** of notification.
	On-going Update Timeframe	Every ***	Every ***	Every ***
	Update
      Information	Based on the Span
        of Control, Verizon Wireless and/or Intellisync will provide the other
        party with detailed information on the problem and resolution process:
	Based on the Span
        of Control, Verizon Wireless and/or Intellisync will provide the other
        party with detailed information on
	Pertinent information
        regarding the issue.






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14




***Confidential
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separately with the Commission.












CONFIDENTIAL TREATMENT


	 	(1)
        services affected

      (2) start time of
        incident

      (3) current status
        of repair

      (4) impact on Verizon
        Wireless Users for all incidents in progress

      (5) description of
        service or aspect of Wireless Sync data solution that is unavailable to
        Verizon Wireless subscribers

      (6) estimated time
        of repair.
	the
        problem and resolution process:

      (1) services affected

      (2) start time of
        incident

      (3) current status
        of repair

      (4) impact on Verizon
        Wireless Users for all incidents in progress

      (5) description of
        service or aspect of Wireless Sync data solution that is unavailable to
        Verizon Wireless subscribers

      (6) estimated time
        of repair.
	 
	Resolution Time Guideline	Fix or workaround
      ***	Fix or workaround
      within ***	Fix or workaround
      within ***. If a product fix is required, Verizon Wireless and Intellisync
      will mutually agree upon a software fix date to be included in the next
      product release/patch.
	Intellisync Service
      Credit Impact	Any time required
        for resolution of severity 1 incidents that are under Intellisync's Span
        of Control will be considered an Unscheduled Outage.

      inal determination
        of the problem severity will be done during a post-mortem that reviews
        actual impact of the problem on the Verizon Wireless Sync data user community.
        If it is determined that a problem did not meet the requirements of the
        severity originally applied to the problem, it will be downgraded (e.g.,
        Sev 1 to Sev 2, Sev 1 to Sev 3, Sev 2 to Sev 3) to the appropriate severity
        level and the Service Credit impact will be based on the new classification.
        Since issues can be escalated to a higher severity level during the problem
	After ***, unresolved
        Severity 2 problems that are under Intellisync's Span of Control are considered
        to be Unscheduled Outages unless otherwise agreed to in writing by Verizon
        Wireless.

      Final determination
        of the problem severity will be done during a post-mortem that reviews
        actual impact of the problem on the Verizon Wireless Sync data user community.
        If it is determined that a
	None.





Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
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***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.






15








CONFIDENTIAL TREATMENT


	                              	resolution
        phase, the severity level cannot be upgraded (e.g., Sev 3 to Sev 1, Sev
        3 to Sev 2, Sev 2 to Sev 1) during the post-mortem phase.
	problem
        did not meet the requirements of the severity originally applied to the
        problem, it will be downgraded (e.g., Sev 1 to Sev 2, Sev 1 to Sev 3,
        Sev 2 to Sev 3) to the appropriate severity level and the Service Credit
        impact will be based on the new classification. Since issues can be escalated
        to a higher severity level during the problem resolution phase, the severity
        level cannot be upgraded (e.g., Sev 3 to Sev 1, Sev 3 to Sev 2, Sev 2
        to Sev 1) during the post-mortem phase.
	 





	 	10.4	Intellisync
Support Services







	 	Intellisync
Support Services will be the interface between Verizon Wireless' customer care group and
Intellisync  for support of the Wireless Sync Service.  This  arrangement  provides
Verizon Wireless with a process to access  Intellisync  for  reporting  incidents,
receiving  updates  and  pursuing  escalation.  Table 6  provides  the  Intellisync
Support Services Center hours of operation and contact information.







	 	Table
6 - Intellisync Care Support Services Contact Information






	 	Intellisync Support
      Services Center
	Hours of Operation	*** week for Severity
        1 and 2 Problems

      Business Hours for
        Severity 3

	Trouble Ticket Web
      Site	Intellisync Support
        Web Trouble Report Tool

      (xxxx)

      URL To Be Determined

	Contact Phone

      Number 

      	Intellisync Support

      TBD

	E-mail Address	TBD





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Wireless - Proprietary and Confidential
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the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.






16








CONFIDENTIAL TREATMENT




Verizon
Wireless  will make  commercially  reasonable  efforts to enter all  trouble  tickets
using the  Intellisync  Trouble  Ticket Tool If one is  available.  In  addition,
trouble  tickets can be reported  directly to the  customer  support  phone  numbers at
all times.  Verizon  Wireless will make  commercially  reasonable  efforts to promptly
call  Intellisync  upon  becoming  aware of a  Severity  1  incident.  The use of email
will  primarily  be used to provide  follow-up  information /  confirmation  of trouble
tickets  opened via the Trouble  Ticket Tool or phone call. If the  Intellisync  Support
Web Tool is unavailable,  Verizon  Wireless will report the trouble tickets through phone
call or  e-mail however all incidents reported over the phone will be promptly followed
up with an email.



	 	10.5	Intellisync
Support Service Categories







VENDOR will
manage and escalate  issues  related to the Wireless  Sync Service,  as set forth in this
section.  These  issues shall include  technical  and  operational  questions  from
Verizon  Wireless  Users via Verizon  Wireless.  In  general,  Intellisync's  support
services  handling of these  issues are divided into two  categories:  (a) readiness
services; and (b) resolution services.



	 	10.6	Readiness
Services







Readiness
services are designed to enable Verizon Wireless  customer care  representatives  to
handle the majority of  Verizon  Wireless Users  inquiries  regarding the Wireless Sync
Service.  The  Intellisync  services to be provided in  this category are listed below in
Table 7.




Table 7 -
Intellisync Care Readiness Services (was Table 4)




	Readiness
      Services

        
	Technical Training	
      • Intellisync
        will provided Verizon Wireless with a comprehensive training presentation
        so as to allow Verizon Wireless to conduct internal training for Network
        Operations on all aspects of the Wireless Sync Service to include the
        web based support tools.

      • Daily review
        call with Intellisync personnel during the first week after (i) the Commercial
        Service Date and (ii) the introduction of new functionality at each major
        release deployment as defined in the Documentation below.

	Documentation	
      • Publish
        documented frequently asked questions and answers.

      • Publish updates
        on the frequently asked questions.

      • Documentation
        will be provided as required by the Agreement.

      • All training
        material described herein.

      • Reference
        manual outlining overall description on the elements and aspects of the
        Wireless Sync Service at least one (2) weeks prior to the Commercial Service
        Date






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CONFIDENTIAL TREATMENT



	Alerts	• Alerting will
      be performed through incident management process.
	Notification	• Communicate
      to Verizon Wireless any problems that Intellisync becomes aware of that
      cause service degradation and/or outages.





     Any
additional  training  to be  provided  will be subject  to the mutual  agreement  of the
parties,  including  acceptable fees for training time.



Appendix A -
Verizon Wireless Incident Resolution Process





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CONFIDENTIAL TREATMENT



***



Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless




***Confidential
treatment requested pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.






19








CONFIDENTIAL TREATMENT



	 	10.7	Table
2 - Verizon Wireless Contact Points







Table 2


	Escalation
      Level	Severity 1
      Time table	Severity 2
      Time table	Severity 3
      Time table	Verizon Wireless
      - Contact Name and Title	Intellisync
      - Contact Name and Title
	1st	Within *** of reporting
      the 

      incident.	Within *** of reporting
      the incident.	Within *** of reporting
      the incident.	***

       7x24x365 ***

      After Hours: ***
	Technical Support
      Manager
	2nd	Within *** after 1st
      level if no satisfaction from 1st level.	Within *** after 1st
      level if no satisfaction from 1st level.	Within *** after 1st
      level if no satisfaction from 1st level.	Manager WDSC

      Linda Robson

      (0) ***

      (M) ***

      After Hours: ***
	Operations - Technical
        Lead

      After Hours:

	3rd	Within *** after 2nd
      level if no satisfaction from 2nd level.	Within *** after 2nd
      level if no satisfaction from 2nd level.	Within *** after 2nd
      level if no satisfaction from 2nd level.	Director Technical
        Support

      Scott Riden

      (O) ***

      (M) ***

      After Hours: ***
	After Hours:
	Account

      Manager

      	 	 	 	Tim Weith - Business
      Hours

      

      Office *** 

      	TBD





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***Confidential
treatment requested pursuant to a request for confidential treatment filed with
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CONFIDENTIAL TREATMENT



Exhibit 1
to Service Level Agreement



Customized
Software Device Testing Methodology



This document
describes the major areas and phases of testing the  Intellisync  Mobile Suite Quality
Assurance  team  will perform in testing and certifying new mobile devices for use with
the Intellisync Mobile Suite.




This  document
constitutes  the process and defines  Intellisync's  commitment to maintain
certification  of devices  and/or to re-certify in conjunction  with new software or
hardware  releases by the OEM or the O.S.  This process will  be  synchronized  with the
Verizon  Wireless  handset  development and testing process as defined from time to time
by  Verizon Wireless.




The below
testing  process  applies to all  devices,  both pre and post  launch,  whenever  handset
firmware  and or  operating  system  software is updated for any reason,  whether
related or unrelated to the  Customized  Software and  Services.




--- Areas
of Testing ---



Sync Fidelity -
Query: Is the data sync'ed correctly?



For Email
Accelerator, thousands of test cases  have been developed to identify errors in
synchronizing email, calendar,  contacts, tasks, and memo data between devices and the EA
server. For each new device,  these test cases shall be applied, given the specific
functionality on the device.  For example, in this phase of testing, details such as
email folder synchronization  will be assessed. Fidelity of calendar events that span
days would be assessed.  Recurrence and exceptions to recurring appointments will be
assessed. For Systems  Management and File Sync, the bidirectional transfer of files will
be assessed.




Push and
Automatic Update - Query: Is push and ReadySync working properly?



The Mobile
Suite has a number of  mechanisms  to enable the  automatic  updating  of data on a
device.  Each of these  methods will be assessed,  both  independently  and in
combination.  For network push, the  characteristics  of active  network  connections
will be assessed.  We will check how often the  connection  drops.  We will check
whether there  are different  radio states on the device.  We will check whether the flip
open/closed  affects  network  connection.  Following this  assessment,  there are a
number of parameters in the client and server  software that will be adjusted  to tune
the operation on the device.



     For
SMS push,  the  operation  of the  Intellisync  trapping of the SMS  messages  will be
assessed  against the  device's native SMS handling.  We will check whether normal SMS
traffic is affected.  We will check whether  voicemail  and caller ID functionality is
affected.



     For
each data type  sync'ed,  we assess the  function of our client to  automatically  sync
changes out from the  device (client push).



     For
ReadySync,  issues such as device  hibernation  states,  boot up  sequence,  network
connections,  interval  monitoring will all be assessed.



Battery
Consumption - Query: Is the impact on the device battery level minimized?



In this
testing,  we will assess the  "hotness"  of the device  radio  connections,
the degree to which the device's  screen must be on, and the accuracy of our client in
monitoring  the device's  battery  level.  We will check whether  our client responds
appropriately in low battery conditions.



Voice/Data
Interaction - Query: What impact does Intellisync Mobile Suite have on the normal voice
operations of the device?



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Different
devices and different  networks  handle voice and data  operations  differently.  In this
testing,  we will  assess data  service  interruption  and  resuming in the event of
incoming or outgoing  calls.  We will check for call  interruption  in the event of push
or  ReadySync  events.  We will  check to make  sure  voicemail  notifications  are
received and speed dial functions operate properly.



Other
Application interaction - Query: How well does the application work with other
applications on that device?



Each device
comes with  "helper"  applications  that the Mobile Suite needs to operate
with.  For example,  for email  attachments,  we will check whether our application
works well with attachment  viewing  applications.  We will check  whether our
application works well with popular third party applications, such as device encryption.



Connectivity -
Query: Do we work well with the different types of connectivity offered by the device?



Devices
typically offer multiple forms of IP connectivity  (wide area wireless,  cradle,
infrared,  Bluetooth,  WiFi,  etc.).  We will check  whether our  application  works well
across  these  different  forms of  connectivity.  We will  check whether there areissues
switching between different forms of connectivity.



Boundary
Testing - Query: How resilient is the application in "edge" conditions?



Issues such as
poor  network or  interrupted  network  connectivity  will be  addressed.  We will check
whether  what  happens  when the device runs out of memory.  We will check  whether  what
happens when the device runs out of battery  energy.



Device
Configuration -



Query:  For all
Mobile Suite  applications,  how  accurately  does this device  report its type? We will
check whether  how a unique device ID can be  established.  For  Intellisync  Systems
Management,  we will check how device settings  such as network  connections  and
preferences  are set?  We will check how  hardware  and  software  inventories  are
reported.  We will  check  how the  Power On  Password  or  biometric  authentication
works.  And  whether  is can be  enforced.



Install -



Different
devices have different methods of software  installation support.  Based on what is
available,  we will test  operation  when we are  installed in main memory.  We will test
when/if we can be  installed on external  memory.  We  will test installation from a
cradle.  We will test over-the-air installation.



Branding -



Each device has
different places where branding can/should appear.




--- Phases of
Testing ---



For all
devices, our QA group will perform several phases of testing.



Test Case
Development - While we can often reuse most of the general test cases that have been
developed already, a new device may introduce new functionality or limitations that
necessitate the creation of new test cases.



Test Case
Execution - We will run the test cases, either manually or through automation
harnesses and tools we have written.



System Testing
- After the general functionality is to a usable, but pre-release level, we will
perform user testing. We perform this user testing both internally and with
customers/partners as available. For this phase of testing, it is absolutely critical
that we get at least 20 devices of the latest version available.



Intellisync/Verizon
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22








CONFIDENTIAL TREATMENT



Performance
Testing - There are series of tests we will run in our performance lab. These
normally stress the server performance, but occasionally a device will
introduce new characteristics that will impact overall scalability metrics of the
overall solution.



Regression
Testing - This is a standard phase of testing run as the final release date nears. As
builds come out, we will do "spot testing" on changed areas, but we will also
do full regression testing of all test cases against a build to insure that areas
previously working are still operating to expectations.





Intellisync/Verizon
Wireless - Proprietary and Confidential
Not to be distributed to third parties without
the prior written consent of Intellisync or Verizon Wireless



23














CONFIDENTIAL
TREATMENT





	Branding Kit for Synchrologic Suite	PPC Devices













Product
Branding Worksheet
          PocketPC
Client



Synchrologic
Email Accelerator – SEA
Synchrologic Systems Management – SSM
Synchrologic File
Sync — SFS



Updated
10/1/04 11:59 AM
Document Status: Final
Revision No.
3


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	Branding Kit for Synchrologic Suite	PPC Devices






Glossary



The
glossary is a list of replaceable text items used throughout the product. Each
glossary item defines a label for text that can be replaced on each screen. The
table below shows the glossary name (or label), the Standard Text used in the
Synchrologic version of the software and the Branded Text to be used in the
branded version. Enter the text in the Branded Text column you would like to use
in place of the Standard text on all screens and dialogs. Note that the Branded
Text will appear in place of the Standard Text for all occurrences of the
corresponding glossary name.




	Glossary	Standard Text	Branded Text
	Company Name	Synchrologic	Verizon Wireless
	Product Name	Synchrologic	Wireless Sync
	EA Product Name	Email Accelerator	Wireless Sync
	FS Product Name	File Sync	Wireless Sync
	SM Product Name	Systems Management	Systems Management
	Product Shortcut Text	Synchrologic	Wireless Sync
	Sync Feature Name	Sync	Wireless Sync
	SyncXpress Feature Name	SyncXpress	Wireless SyncXpress
	ReadySync Feature Name	ReadySync	ReadySync




Graphics



Graphic
images are used throughout the product for various purposes. The two basic image
formats used are bitmaps (.bmp) and icons (.ico). You can use any tool you
desire to create these images as long as they are provided in the appropriate
size and color depths. It is important to provide all color depths and sizes in
order to avoid conversion from one size and color to another. This often results
in images that are blotchy and blurry at best.







	File: Synchrologic PPC Branding Worksheet - LS.doc	Page: 2














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Branding
Worksheets



The
worksheet shows where glossary items are used in various screens and dialogs.
This is mainly for your reference. However, there are some screens and dialogs
that require other elements than those contained in the glossary. Note the areas
where bitmaps and icons are required. Also, note the format, size and color
depths required. Please provide images conforming to these specifications. Many
screen examples show the same text as other screens. If the text is branded in
an earlier screen shot, you can assume that these will be branded as well.






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	Branding Kit for Synchrologic Suite	Server













Product
Branding Worksheet
          Synchrologic
Suite Server




Synchrologic
Email Accelerator – SEA
Synchrologic File Sync – SFS
Synchrologic Systems
Management — SSM



Updated
10/1/04 12:00 PM
Document Status: Final
Revision No.
3


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Glossary



The
glossary is a list of replaceable text items used throughout the product. Each
glossary item defines a label for text that can be replaced on each screen. The
table below shows the glossary name (or label), the Standard Text used in the
Synchrologic version of the software and the Branded Text to be used in the
branded version. Enter the text in the Branded Text column you would like to use
in place of the Standard text on all screens and dialogs. Note that the Branded
Text will appear in place of the Standard Text for all occurrences of the
corresponding glossary name.


	Glossary	Standard Text	Branded Text
	Company Name	Synchrologic	Verizon Wireless
	Product Name	Synchrologic Mobile Suite	Wireless Sync
	Product Short Name	Synchrologic	Wireless Sync
	Admin Name	Synchrologic Admin Console	Wireless Sync Admin Console
	EA Product Name	Email Accelerator	Wireless Sync
	FS Product Name	File Sync	Wireless Sync
	SM Product Name	Systems Management	Systems Management
	FSSM Product Name	Systems Mgmt/File Sync	Systems Mgmt/File Sync
	MG Product Name	Mobile Gateway	Mobile Gateway
	Sync Feature Name	Sync	Wireless Sync
	SyncXpress Feature Name	SyncXpress	Wireless SyncXpress
	ReadySync Feature Name	ReadySync	ReadySync
	Product Service Name	Synchrologic	Wireless Sync
	SM Service Name	Synchrologic Systems Management	Wireless Sync Systems Management
	Mobile Gateway Service Name	Synchrologic Mobile Gateway	Wireless Sync Mobile Gateway
	SMTP From Address	“Alert” <alert@synchrologic.com>	“Alert” <alert@verizonwireless.com>




Graphics



Graphic
images are used throughout the product for various purposes. The two basic image
formats used are bitmaps (.bmp) and icons (.ico). You can use any tool you
desire to create these images as long as they are provided in the appropriate
size and color depths. It is important to provide all color depths and sizes in
order to avoid conversion from one size and color to another. This often results
in images that are blotchy and blurry at best.


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Branding
Worksheets



The
worksheet shows where glossary items are used in various screens and dialogs.
This is mainly for your reference. However, there are some screens and dialogs
that require other elements than those contained in the glossary. Note the areas
where bitmaps and icons are required. Also, note the format, size and color
depths required. Please provide images conforming to these specifications. Many
screen examples show the same text as other screens. If the text is branded in
an earlier screen shot, you can assume that these will be branded as well.



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