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
Intellisync/Verizon Wireless
Proprietary and Confidential
Page 2
CONFIDENTIAL TREATMENT
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
Intellisync/Verizon Wireless
Proprietary and Confidential
Page 3
CONFIDENTIAL TREATMENT
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