NO. - Oracle · DEC-05-2002 THU 10:15 AM FAX NO. P. 03/08 NOV-22-e2 FRI B2=34 PM CNS NEWS P.B5 TERMS AND CONDITIONS These terms and …

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HIGHLY CONFIDENTIAL- ATTORNEYS' EYES ONLY

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Fa1e 001

OAGOOGLE0000114807 Trial Exhibit 465, Page 1 of 8

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA

TRIAL EXHIBITCASE NO. 10-03561 WHA

DATE ENTERED

BYDEPUTY CLERK

465

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.• S.Utl LABOR SERVICES AGR!ii~MENT

Tl115 I.AI:IOR SI:!AVICES AGREEMENT ("AGI'{EEMENT") IS MADE AND ENTERED INTO, ON AND AS OF TME J:ri"COTIVC DATC:, fJ'( AND aETWEEN SUN MICR09VST~MS. INC., ON BE:HALF OF ITSELF, AND ITS DIVISION5, SVSSII:MRI!;5 AND AFFILIATES ("SUN"), AND TliE SUPPLieR JDENTIFIJ;:O BELOW.

IN CONSIDERATION 01' THE MIJTUAL COVENANTS AND AGREEME;NTS CONTAINED HEREIN, THE PARTII:S H~RETO AGREE AS FOLI.OWS;

SERVICE;~: Supplier 9Mll pertorm SQMCQS pursuant lo Purc:Mso:~ On:ll:~~ lssulld by Sun for lhel porlod oommoMing on tho f!lfQO!IVQ Datil arul ccntlnulng until !armtna\ad at provided In tM attaoh9a Terms and condl~ons. Supoller shall oerform the Services set out In each Purchase order (lnciUdi!"IQ MV Qccomoanylna seop9 or work. ) acC8ptaCI tlY supp1111r Q!ld r11tcm~ncln(l tl\1&1 A-greement GlPi'-llz:ad tllrms uud tllriln llhllll have lha definition!! nl farth in the Terms and Conditlon&, whloh &hall appl~ to all SorvlooR r6ndoroo under thlc Agreement.

INSUnANCI!!: Supplier ehall maintain In forw the policies of lnauranoe In \he amouniS aet forth l:>olow, with torma dnd oovora!ijog roQt:~ont<bl)' acc~;~pts.ble to Sun (lncludlna jhl~)l (30) d~~Yt wrltl•n !'lotle• to Sun J:lrior to th• csnclilllation or lermln•tlon of any sucl'l lnsur.ance policy), Supplier &nail provlds svldence o1 !Uch policies 10 Sun upon li:i lllqUi~.

Work10rs ComPQn,atlon lnsur.a.nog

Commercial Oanaral Liability Insurance

Automobile Llahlllly lnsuranoa

ProrQS»lQns,l Ll•bmw fnsur'-nca (llcenaec:t pro1euronal• only)

$1 ,ooo,ooo P6f ~ocldenVdlsaase (not MqulrQd If no amploygea)

$1::,0001000/$500,000 camlllnl!ld 11lngll!l llmll par Dl:i~A~rrmvo

$1 ,OOO,OOO(S!!iOO,OOO pgr oc~;urr~m;g

:sa,ooo,ooo per occ;urrenca

Suppnar will maintain rroteMlonal Llalllllty lnsul"!.neo for a pgriol1 or ona yur anar aCOQPtanco or ll'la r~~&uJts of 11111 SQrvlOIIS, if t:e¥Qraa~:~ Is provldllQ on 11 olaima made basis. Sun ehall bQ namgd an ~ddltional insur~~d on Suppligr's CGL policy, Tho:~ forggolng lnsuranco requlremon\!1 And liability limi!l.l shall not limit nor qualify the liability of Supplier unaer lf1f! Agreement.

PAYMI!NT fDA :SIU~VICI!S: supplle~r ;nan bG oompgn&atoo Qtl proVI<:I9d In thQ f'UI'¢h3!io Ol'det and any applloable scope or worl(. If ~un Is 10 rwlmbur::ss tr.avBI and related expsr1Sas, Supplier shall compfy wllh tha ContraciOr Trav&l Guld1llnes, att11c:hlld aa Exhibit A.. In la.sulng any lnvotee. Su!XIIi&r ihall comply Wllh Sun'a lnvolcino tlufdelinea, attached u Exhit)i! B. sun's ctlaok. wRI be Issued. acco«JinQ to lfla tarms of oavmant. uoon racsipt of Sullpller'll complying ln\/Oic~ by Sun's Accoun'c:a ~art~ble dap1vimant. Payments are consider~ made by Sun on lh• d'-1• of mailing, -!IS evidenced by !hK po:Jimark. In no liiViint will Sun bellablsl.o oayany ln!ar8$t, lata fees or peoaltlas under lhl~ Acreemant.

T~RM5 OF PAYMeNT: 2% 1 o Net '5 {2% dl&count for payment 1 o da~ from date lnvotea Is reeellledlnel 45 daya from dare lnvolot Is recelv&d)

This Agreemen! Is subject to appi'Oval by Sufi. as evidenced by 3s.slonment of an .AorQQmQI"rl Numbc:or tly Sun'& Purd'laslng D11~nm11nt.

IN WITNESS WHEA!:OF, thQ panJQ.~j I'JQrgto havg slgn9d \his Agrfilsmsnt, as of the ~fectlve Oate below;

:iUN MICfiO~Y'STJ;M:S 1 JNC.

Sign~d: .~~ Ti~c; Contrads Managi!r

Oate: 7 - ~ - .:;) ~ -t-0

Address.: 901 San Antonio Road M11ilalop: PAL01•352 P~lo Al1o, CA 94303

Contact Name: ___ A~QO.J.iis11111d""Ar;)..Jf>~~;u.du,::l'91!....---------

Con~mPhone: -----'~8~5~Ql~3~3~6~·Zu1~2L1 __________ __

contli,ct FAX: ___ ....,~ ... s .... o"-~ n_,G~-o~w~----------

AC:~~~~U~NT NUMBER1 L"t997--GSO:::!'--------

l"l::l'"f'CTIVI! bAl'l!! 111~008 __________ _

E"XPIAATION DATE: ~/1/2002. _________ _

TO BE GOMPLJ;n;o BY SUN PURCHASING

I . .. R£0EI'IED dUl 0 G2iUII SMCC/(3SMIU. S.A./LSA CQvcrMt:et

Received 1 Z-05-ZOOZ 10: Zi From-

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4 Datli: {;, - - l..D&p

Addi'GB9: 12~!1 Jcnes Slr111et ~10 E~-----------

San Francl1eo. Califcrni!l 0.1.100. ___________ _

O~e~ot FN<: (415) 6'1'4·5109. ___________ _

Con\~4;\ email: im!'lrtinQOOQ$111QW"a,¢CM __________ _

Flldorlll TQX 10 N\lmbcr; 10l4-33614SS, __________ ~

Slats Tax 10 Number: 4-i1·5S&3-9•-.--~---------

UF\L~ ~ t..v w ,. Co~ w.c.. t (';..() IAr\

~upplhu 3\i!ltU:Ii ~f"PPfatlon [Jindivl~ual

OSol& prwrlaiDr/pannen~ohlp OUmi!Gd Liability Company

This Agtiimint Hi iOtli~ into on a project bas:ls ~nd rgqulrQil 01 n61w

ProjQOt AppllcQtlon Form for QQot\ ~roJeet: [] Vae 9.-'No

To- Paa:e OOZ

HIGHLY CONFIDENTIAL- ATTORNEYS' EYES ONLY OAGOOGLE0000114808 Trial Exhibit 465, Page 2 of 8

.. DEC-05-2002 THU 10:15 AM FAX NO. P. 03/08

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TERMS AND CONDITIONS

These terms and conditions supersede tha preprinted terms and conditions appearing on tha reverse sloe of arw purchase otdet ls8ued by Sun ('1Purel'\asG Order~) and any terms and conditions tha.l Suppli~r may traru:mlt ln i\:5 ~cknowladgmMt. acoeptanca o, lnvoloe. Thl9 Agre&mMr dMs not eonstltuto a Purchase Order or My 6thQr form ol commltm~nt to putcl'lase Sorvices, Sun will hG li~blg undGr this Agregmenl only for thoaa purchases of Service~ SQt forth In a wrmen Furonase Ol'dar,

1, Oofinl\lon•

1.1 "Delfvora.bles" means Work Product and all products, technology, software, materials, or other Items SUDDih;r orovla9s to Sun undgr thlg AgrQBmQnt, Including any Supp119r Pre-E!JI:I9tlna worl(.

1.2 "Intellectual Property RIOI1ts• means all worldWidg (a) patan~s. patent applioalions. and pqtant rlohls: (tll rlahts associated with works cf authorship Including copyrights. copyright anpllcations. copyright r~~trictlons:, mask work rlohts. mask work applications, and mask work reolstratlons: (o) rights relating 10 the ~rotecllon of tradGl secrets and oonf~dantial information; (d) moral rights; (e) rights analogous to those s&t forth hor&ln and Gt'IY .,th~r p(oprl&tary rights relating to intangible property; and (f) divisions, continuation!, renewal!, reiuue!. and exteMions of the foregoing (a& applicable) now el<lsting or hereafter filed, !.~sued, or ~equlred.

1 .3 "Position Services" me~n3 labor used to temporarily fill a position at Sun due to the cyclical nature of euoh SGrvicgs or ths !l;;mporaty a.bsoneo or~ roguiG.r Sul'l worlt;or, Md ln<:!l\.ld~;~s any rolatod or rQsultrng Ogllvorabl~~-

1.4 "Project Servii!Qs" tr~Qans: tabof u~od to accomplish tasl<s set forth on a Scop9 or worl<. or \aSks rela~ed to matters set forth on a Scope or Work. and Includes any rera1ea or resulting Deliverables.

1,5 ··scope of Work'' means a document approved by Sun, usually labeled "S(;;t~~:Ja gf Work," thai (a) describes Project Servicos, including, .as appllea.bla, ~description of Dellverablas. milestones and related mattsrs Supplls.r will provide to Sun: (b) describes any products, technology, software. matorlal$ or otner Item.!) Supplier will provide to Sun; and/or (c) outlines Supplier's orovlslon ol Temcorary Workars.

1.6 ·services" me~n~ Project Servlces or Position Ssrvicas togsthar with all Oa!ivgrablos. Tho torm "SQrvicgs" shalt nol ineludg oonttngQnoy or rotalnod soarch roerultlng sarvlcaa or pa.yroll sarvletHl.

1,7 "Subcontractors• means third parties retained by Supplier to perform portions or the Services.

1,8 "Sun Proprlelary Information" mgans any Information disclosed \o Suoolier. or created by Supplier on behalf of Sun. whloh Sun deems to be eonfidentlal,lncluding. bUt no\ llmlted to. Cloouments. obServations by Supplier. ancf discussion of Sun's lechnoloay. strategy, ooerallons, Internal coroorata Information, Sun cuslomers, sources of supply, Sun psrsonnal, methods arid procedures, and tha Work Product.

1.9 1'SuppUsr Pre-Existing Work" mean:;; any designs, discoveries, Inventions (whether or nol patentable), products, computer programs (lootudlng source oode). procedures. improvements. developm&f\lB, drawings, spgcifications, data, mgmorMda, noloo, dooumGnts, manuals, inrotmatlon, ~nd otMr matorial-!l or ptopQrty, m;.do. !:I.Uihorad. conc~:~lvQd or develop~;~d by Suppli~;~r prior to lh~ Effoctivc;a Oatg and dl~;closqd in thQ Scopg ol Work.

1.1 o "Positlon WorJ<ers" means lncllVlCIUals or suocontractors employed or felalned by Supplier. or any Subcontractors, who perform Position services ror Sun.

1 , 11 HWorkers• means all individuals provided by Sullplier who berform Services under this A<;m~gment.

1.12 "Work Product• means all designs. dlscoverles, Inventions (whether or no! P<llentable), producto, computet progtams (iMiuding souroe oode), procedures, improvements, developments, drawings, speelfioatlona, data, memoranda. Mtee. documonts, manuals, lnrormatlon, ;~.nd othor mo.teti$1~ ot prOpgrty, m::tdo, ~ulhorod, concoivod or dsv4<11DP8d bY Supplier and lis Worker~. ~ion~ or with oth{!rs, lnoluding any dove~lope~d product, technology, or mQl'lrl:~l~ produced.

2. RGiatlonahlp of th" PArties

2.1 This Agteement is not int~mdod to craato a r~;~l~tionship such as a partnc:~rshlp. franchise. Joint venlurQ, aoency or emoroyment relationship. Neither party may acr in a mann9r which expras.ses or impliA~ a, rQiation~hip othor than that of lndaoendent contractor, nor blnd the other party. Workers shall be the employees or Subcontractors or Supplier. and not or Sun, and Supplier shall be soluly ll~blg for thQ conduct of such Workr;m~ 'lnd their <::ompllanee with the relevant orovlslons or this Agreement.

SMCCIGSMAJ.S.A.ILSA Page 1 ofB 2 7 Msy 1998 JJ-1~

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2.2 Supplier is, ar~d shall be, tha sola employsr ot all Workers wlth regard to the Services (except far Subcontractor-s retained In aooordance with SQC\iOr'l 5.6), Suppfigr and Workgrs will provide the Services under the 9anefal direction of Sun, but the mMMt And 11'1111 mot.nSI by which lhe Service~ are provided are In the sole dlsoretion 01

the Suppll~r Arid Work!!rs. SuppliG( ~Mil IMQmnify and hold Sun harmless from and agalnsl any olaims or aclloos

brought by MY Workflr ot govarnmenta.l agoncy with r&ipect to a claim that such Worker Is an employee of Sun, and frQm any and all damages. losses, !labilities. and expenses, including reasonabiQ :;J.ttornCiys' te~s and eosts of litigation. arising

out of or resultino therefrom.

J. Purchll&e Ord~rB

3.1 Supplier will u&e it& bss.l affot1~ promptly to accept any Purch;;se Order issued by Sun under lhls

Agre..,mcnt. II Su~plier rejecl$ ~ny PuronQ~o Ordgr, Supplier wm do s:a promptly and slate its rea5ona tneretor. Upon

issua!'lee of a. PurohQS9 Ordor, and SuppllQr's ;;~.ocgptancQ thereor. Supplier will use Its best efforts to ~:~rt~vi9fil, ~nd lc

oauM Workers to provida, tha Servloea in ~ccordanca with the Scope of Work and the larms of this Aireemenl. Ali

cottMpol'\d~n~ from Supplll)r, including Q!l fnuolcC!s, mugl rsfsrence tnls Agreement and the applicable Purchase Or<;le1 r"ll.ln,ber. Suppliet shall Indemnify and hOifJ sun harmless from and against any claims or actions brought by third PMI~s

wilh respect to the negJJgent performance ot 1ha Servic:~;~s by, or th8 willful misconduct of, Supplier or Workers, al'\d frorr any and all damages, losses, liabilities and expansQs, including reasonable attorngys' foos and eosts of litigation, arising out of or resulting therefrom.

3.2 Supplier .aokncw\odge~ tnat th~;~ lull ;\nd timPiy provision of all Services (inctualng all Oellverables anc mileslo11e~) l:o a. matGrial oondi\ion of this Agti!IPmQnt. In addition \o any o~her remlidl~s. Sun $hall be entitled to lermlnote

any Purcha~e Order for Supplier's fa.ilura to timely provide a Oeliverabl~ or achieve a mH83lons mcctlhg tha reQuirement~

of the Scope of Work, including ~ny :!M~ptMee Cflterla or specifications ~et forth therein.

!l3 Work.llr.s will not provide Services on an "overtime" basis, as that term Is defined by applicable slate C\nc

federal l9w, unlgs,s suoh ovortirna is plannod and at.~thoriZQd in advance by rhe appropriate Sun man~ger. Sun will only compeMale Suppliet fot oval'lime pay which has bMn pra-approvgd by Sun and which is propatly patd to worKers whc are not exem!JI from suoh o11anlme logislatlon und~r applieabl~i law_ (Sun will only compensate Suppner on a "Stra!an> tim~" basis for Workers who are gxempt.)

4. Change Ordlilr!i

Sun may is.sue written changa o~der:~~ to a Scope of Work or other terms of the Purchase Order ("Gt\aoge Order''), 1· Supplier Is comp~;:~nsQtgd baSBd upon an hourly rate for Sgrvicc~. tho Scope at Work wilt be deemed ameflded upon the

issuanog of thg Ch~ngo Ordor_ If Supplil)r Is ~omp~Mateo oasQd upcn lhB timely dallvary or completl9n of Servlce:J. tnc

SM~~ of WoP~ will bo dl6l'YI~d :trnondad unl9s~ Supplier delivers ro Sun a proposal for a chsnge ln tho Soopo ol Work !;lp"'ei!ying any nc:o!~cM:sary aojustmant ol ths contra.ct price or scheduls, within tliim (10) business days after receipt or tl1€ Chane~ Order. If Sun eleets to praeAM wnn !hlil Soope of VVork ~10 propos~;~d by Suppliar, Sun will rs,ls:nJe \he Change Orcter &PQCifying tho changgg lo the Soop~ of Work, contrac-t price :c..nd/of schedule. Supplier wiU not undertake an) changes In the Scope Qf Work without a Change Order_

5. Managomant of Workers •nd Campllenee with Lows

5.1 Supplier will be solely responsible for paying Workers lor Sorvicos and will pJ;ty ~uch Workers prompt!} (inol~Jding making any a.gread upon tolmbureem~nl of oxpOMQS), and In ~ccordanca WUP'I applicable SialQ and federa

wage and hour lawe, Supplior ~h~ll indomnlfy and hold Surl t\$HYlless fmm s.ny claim or 9Ction brouoht aoainst Sur a.uartll"'g ti'I:U Suppllor or Su" kas vloi:U!!!d any stQta or rgderal w~.gQ ancl hOur law a.& a result of this Agreement. l:ln) PuroM~~ Ord~ra l~au~d I'I~H~ul"'d~r. o~ by thQ parlormanco or Services, and from any :and all d8mages. losae:;, liabllltlc~

Md ~)(pgn~o~~. ln~tuding ro!l.~onQbiG :altomQys· fggs and ~osts of Utlgatlon. arlsinc out of or resulting therefrom.

5.2 lrrespoctJvQ or I'\OW Supplier is compensated by Sun, it is the intent of tha parties that no Worker wllt b~;:

eligible for any Sun-sponsored benellts, Including. but not limited to. paid vacation, sick leave, medi~;;~l ll"lSUfanoe

emotoyaa stock purchase plans, bonuses, awards, or 401 k participatiol"l.

5.3 Before any Worker is petrnitted to perform Services on Sun's premises. supplier will require suet prospMtivo Work~r to oomploto :and axocuto, tM thM cum;~nt SunScrggn Tgmporary workor/Conlr:iclor Applicatlor {"SlunSl~rocn Appll~:a.tion"), tho eurront fofm ol Wt\leh Is :,t.tlach9d hgrgto as Ell:hibit C, Workers who have not pertormec Scwico~ on Sul'l'~ praMis~t withir\ tl'l~ tlt'aVlOU!l !l!t' (6) months must complete a new SunScreen Aoolicatlon. Sun ma)

re1use to auow a WorJ<er to pe11orm Services on Its premises based upon its evaluation of the Information contained in th( SunScreen AppHcaUon.

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5.4 _ Sun may at any lime, wllh or without cause, require Supplier to remove any Worker from Sun's premlses or to OUHHWrse replace a Worker assignsd to p~rform Sarvleo=:, S~.~n'$ sole liabili\y anQ respol'\alblllty In connootlon with tho= replac8m8nt Of femoval Of a. Worl<er Will bg to pAy SUpJ'IIer for the Sorviec~: aetu::ally ~erlormed by tho Work~;~r,

5.5 Sun may directly employ a Position worker after completion by such Position Workef at a minimum number ol hours or months of Services. as follows: for non-exgmpt Workers. the earli~:~r to occur or tha eomplerion or 504 aggregate hours or lhree (3) oonsecutivg months of Sarvicgs; llnd for exempt Worker&, tha IOIOlrli~ar to occur or lh9 cornple1ion of 1 ,006 agcreoate hours or sll( (6) consecutive months of Services.

5.6 Supplier may retain SuboontractofS. Each SubContractor will be required to complete the then current Suboontraolor Appllcarion form ("Subcon1ractor Application"), thg currr;ml form of I.Yhieh is attaehod horoto as E::)(hlbll D, PriOr to thg Subcontractor performing any of thG Services. Th" eosts of ~roeo!!l!:ing tne Subeontra.e:tof Applioat!M ~~-.~n bo p~id by Supplier. If Sun detormlngs. in good faith. that the Subcontraotor would nllt qu:~.llfy :l§ :ln lndopondenl OOI'ItrMt6r unoer federal or sta.ta Income t~x laws, Supplier m:iy hire the Subcontractor a.s an employQQ or relar \h(il Subcontractor to a ~un a.oprovgd payroll srMvl~l! as a eondilion of Uliii~AtiOI'I or triA suMorm~~tor.

5.7 SuppllGr aorees to complY slflctiY wlth all export laws and reoulations of the United States (or any other applicable jurisdiction). If Workar needs Information that rCilqulres an ~xport lic~;~n&a from lha Government in order \o oerform Serviees. Suooliar mU!~t obtail'l such authorization prior to Wor~ar's commencement of Services at Sun a"d provide a copy ol the authorization to Sun upon request. Supplier will p~omptly notify Sun If I! learns of any violations of el(port laws or recurations. ···

5,8 Supplier will comply with the provisions of the Equal Opportunity Clauso set fonh In 41 CFR Ei0-1.4(a) a.nd ExQoutivtJ Ordor 11248 (Q~ ama"dad). Supplisr fur1hol Agroj)s te. ~Mign Workors to porform Sarvicas without rogard to rae~;~. religion, national orloln, color, a.g0, sex, s.axual or!l.}l'\t.ation, marital ~IQtus. pro.gn~ru:~y. phy!li~:al or mQntat diUblllty. vgteran status. or any othr;ar el~g~ifi~a.Uon proh~cl9d by appli~a.bl~ looal. ~late ot f9d9ral ~;~mployment discrimlnatiOI'\ l&ws.

5.9 Supplier Will comply wilh all applicable laws and reguiE\tions in connection with the performance o1 the Services. lncludinQ Obla!nlno any necessary licenses or permits.

6. Tnes Supplier Is responsible ror payment or all reaerar, state afld looal tax:es due as a result or the performance or the Services. Supplier will report as income all compensation received hereunder. Supplier represenls and warrants each Worker (except Subcontractors permitted under Section S.S) has executed a Fl!ldt>till W·4 Withholding Allowanett Certificate al'\d an equivalent state personal Income tax witMI-Ioldlng form {if reQuifed). SuppliM will iesue and tiiQ accurate Form W-2 Wagg and Tal< Statgmgnts arll'luany for each l::lmploy9G Workaf ai"'CC JOorm 1099 Sl.tltQmMt~ for Mch Subcontr~oto:v. Suppll9f will Indemnify and hold Sun harmlo&& from !!l'lY obligation to pay to any govgrnmental ~;~ntity ~MY orn~loyar statutory taxes. wltnhOidlr\g ta)(~s. soelal socurlty tax~;~s, LJnAmployrncll'lt or l1l!!!a.blllty tnsuraneg or similar eh~HOC~S or imposts (includtna any lntetest or panalllas tt1greon) in eonneetlon wirh the SGrvices. and from any and all damages. losses. liabililies, and expenses. ineh.Jding r~a~onabls attorneys' fees and costs or litigation. arlsino out of or rgsulting therefrom. In no evant will Sun ba liable to pay sales or use tax I~ MM~~tion with tht\1 Servicg~ or Work PrOdutt w'\l(jU Sun has aoreed in writing to be liable for such taxes and such taxes are separ.at~ly stat~d or'\ Supplier's invoice.

7. Warranties and lntl!!lfectual Proparty Rights

7.1 Sucplfer warrants that Services; (a) will be performed by aualified Workers. (b) will be Qt a quality conforming to the highest standards in lhg industry, :..nd (c) will conform to any applieable sp~eifio:UIOI'I!I II'\ the Scope or Work. In adcjition, StlppUer warrants that Oolivgrables do not c:o~lain any viru~, worm or othar harmful eod~.

7.2 Supplier represents and warrants that Supplier and Its Worl<ers are. a.nd will be., the. sole developers of any Work Product; th~t each Work Product i!> original and dMs not infringQ or mr~~pproprlato any lntolleetual ProDorty RiOhl of any third oany: that the Worl{ Product do~g not violate rM privacy of or dcfamQ any tl'lircl !)arty: aM that SuppJigr has the rioht fa m.;ke Clisclosum and usB af allldQa.g, processes. dMlgns. data, and otnor information dl§eiMGd or usGd by Suppli9r and its Workers In the performance or the Servk:as and has obtained all necessary releases and assignments, Including the Worker Statement descrlbGd In SQctlon 6,5, Supplier represents and warrants. that Supplier and Its Worl<ar§ are under no preexiatinQ obllgatlor'l or obligations inconsistent with the provisions of this Agrggmgnt,

7.3 If ~ny claim of infringement or ml~approprlation oflntelleolu~l Proper1y Rights is, ma.do by o.ny third party against Sun with respect to Delivgr:ablgs:, Sun will promptly notify Supplier, Qnd ~upplior will derond. l,domnlfy aP'Id k&ld Sut"' harrnless aoalnst :;my :and all damagQ~. IO!il!lO.!I, lig,bilitiQ-11 llnd 4bc:p101nS:Q.I:, l,t:lueii'IS rQ~{l()l'\~b!Q ~ltorn~ya• lsoa s.nd ~ost:i of litigation. arising out ot or re~umng tnQtQfrom. whQthgr or not me marm ultimra.tc!y lg llueeouful,

SMCGmSMIIJ.S.A_A.SA :n M:ay 1998 JHF

Received lZ-05-ZOOZ 10:Z7 From- To- Paae 005


DEC-05-2002 THU 10:16 AM FAX NO. P. 06/08 NDV-22-1212 F~I 1212:~~ PM CNS NEWS 41:5 440 1:516 P.BI&

7.4 If Sun is enJoined. or lii<EIIY to b9 enJoined. from us1no any of tho Deliverables. or otherwise exploiting the ro~UIIQ ot th9 Sorvloos, bae::li.J~O of Q el:alm af lnfrlngamam or mlsapprcprla.tion of lhtelleotual Propeny Algh\:5 of any third parw, Suppli9r will, ~t it$ own axpon~e. use Its best efforts to (i) obtain for Sun the right to continue using such Dalivarablas or results of the Sarvieas: ot (II) replaee llr modlfV the Dellv9rablgs or results of the Services to maKe them non-ln!rlnglng, so long Qs the replacement or modlfleQtlon conforms to the Scope of Work. If neither ot lhe tor9going altQrnf.ltivM is commeroially feasibl~. Suppli~r will aeeept t~turn of tho infringing Deliverable& and rerund all paymams mad~ by SUt'l wltl'\ rMpaet te li'IA affAetat! Pureluise OrcJer.

7.5 EXCE:PT A.S PROVIDJ:::D IN TI-llS AGREEMENT. SUPPLIER MAKES NO OTHER WARRANTIES. EXPRESS OR IMPLIED, INCLUDING WITHOUT LlMlTATION, ANY CONCERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

B. Canfidar\Uallt~, Asllgrtmant of Inventions and ownership of Work Producl:

B. 1 SUPPlier a.M worKers Will hold Sun Proprietary Information In confidence and not disclo-:.e Sun Proprigt,ary Information to othors. unless: (l) such inform~tion i& ger\sfally .tva.llabl~ to the public, through no fault of SuppiiQr and Workurs and withoul br'f.lach of this Agreement; (ii) such inlormation was already in lhe possgsslon of su~plier withour rMtri~IIOI'I prlo~ to any ~lscrosure by Sun hereunder: (fll) such Information was lawfully disolosed to Supplier by a ~.,lrd p&rty without an obligation of eonfidMti~lity upon Supplior: or (iv) Suppll.:~f CAn prov~ tl'lal suoh infarm~\lon IAI=I~ l!lovc:alapod indapol'ldantly by Supplla~ without U88 of information disCIOstQd by or developed for sun ano without th~ pariieip~tiot'\ of WorkM~.

8.2 Supplier will: (I) not copy. sell. disclose, make public or authorize any disclosure or publication of aray Sun Proprietary Information except ln response to a valid subpoena or oth(lr legal process, provided that Supplier has given Sun timely wrlttal'\ not lee protnptly aMr taoelpt tharoof: (II) tak9 all reasonable and nacessary steps lo assure that Workers do not disclose. make public. or authorize any disclosure or publication of any Sun Proprietary Information: {HI) not use Sun Proprietary Information f~r any ourpMa ~tt\er tt'lan in 1he pcarfcrmance of tho Sgrvieas: and (iv) return all Sun Propri"'t~ry lnform~tlon lo Sun no later th~r. fitlaan (1 S) d<Ays alter ti'lo date of termina.tior'l of thl~ Agraamenl or lha applicable Purchase Order, or upon Sun's writt;n demand.

S.3 AU Work Product and Intellectual ~roperty Rights !herein, togo;ttheor with any lnform~tlon Supplfar Md Workrars may receive froM Sur~ whil~ pillrforming Se~rviec~. bQiongs: and will bal!:!n!J o:~tdu$.ivaly to Sun; providc:~d. howovl6r, that suoolirer rotaiM ownar~hlp of Supplier's Pre-Exls:llng Work. Sun will have thGI sola riQht to obtain and to hold in its own name COI'MiOhts. patents. mask works riohts. trademark. reoistrations. or such other leaal protection as Sun may deem aoorooriate to protect the Intellectual Property Riahls in such Work Product and any derlvallve work theraof. SUtl!l!ler .a.greAs to attach suck Mtioas or tagsnds to tna Work Product ~s Sun ITI3.Y instroet. Su11 will have tha sole right to delefmine the method or protection of the lntell~ctual Property Rights in any Work. Pr6duc:t.

8.4 Supplier agrees: (i) to disolo::oc promptly in writing to Sun all Work Product; (II) to assign, Qnd Suppliar hereby ooes assig11, to Sun all right~ to Work ~roduet, lneluding, but nolllmltod to, ~H lntolloctu=li Proporty Right\'j: "'Md (lii) to coopgratG with :lhd :lgciot Sun, or Sun'$ design90 of aaai!')nM, to apply for .and to o~~;ocutD any ~pplie~tion~ Md/or assignments reasonably necessary to obtaln, svidenc@ or perfect any lntell&otual Prop;rty Right In sucn WOfl( Proauct. Suppllc;.r hl;m<~bv grMl~ Sun ~ fully pJ.Id-up, worldwldo, unrostrlotQd lleens.~ ll'l t)&rf)~lulty to use. reoroduoa. modify and di~tributQ any m:atgrial or lnt9ll9clu:al Prop9rtY Right ownad bY Supplier (inclulling. but not limited to. Supplier's Pte-Exl~llng Work) which Is n~~ury to tha full al'\d unrestrlotod enJoyment or utilization of tha Work Produet or rQ~ults of the Services. The foregoing license rights are also granted with respect to any Wof1( Product where Supplier's assignment Is precluded by law or otherwise lneffeollve. These obligations to disclose, M~I(JI'I. aa.ar~t. exeoute and lleense will survive tsrminatiol'l of this Agreement.

. 8._5 . Supplier agfees to proeuro the written ~greement of e~ch Worl<er to the terms of the then current Workar Conf1dgnt1allty and Assignment Agresment. a currsnt copy of which Is tatts.ohed as El-thibit E (~Workor Agre&m9r\1"), Md will maint-ain co pigs of such statgm~:mts availllble for audit undQr thQ provision~ of s~~tiOI'I 1 0.

8.6 Supplier acJ<nowledgas that any breach or threatened breach of this Anicle 8 will constitute an irrap.a.rablc injury to 5un: and lhat monetary damaoss will be InadeQuate. Therefore, In addition to any other available rights or remedies. Sun will have the right to have an Injunction issued against Supplier to prevem e.ny fur1.her or thraaiened breach, Supplier hereby waives any requlrement for the posting of a bond or any other security if Sun seGkl:i on il'ljUMlion horoundQr,

Slvi(){)IGSMAJ.S.A.I1..SA

Re~eivecl lZ-05-ZOOZ 10;Z7 From- To-


Ut~-u~-~UU~ JHU 1U:11 Ah FAX NO. P. 07/08 NDV-22-B2 F~I e2:37 PM CNS NEWS 41:5 4<U!I 1!i16 P.1217

g_ Tgrm and Torrnlnatlon 9_, The term of this Agrogment shall commonce on the ~ltectivt~ Oate and continua until the cxpir"'tion Date unless terminated In accordance with this Section 9.1 ("Term"). This Agreement, including any affected Purchase Oidor, will be termlnateo upon me occurr~noQ Of any of tl'le following: (a) withOut noiiM, upon the liqulclation or dissolution of Sun or Supplier: (b) upon notlos. In thg avGnt of thg othar party's m~tQrlal bfeaoh or this Agreement, which breach continues uncured for a period ol ten (1 O) d~ys following thQ brgaehii'!S p.Qrty19 rM~ipl of the non-btt~t~eking party's written notioo of brsaoh: (o) uoon lhlrly (30) day.!l orlor wrltt8Fl MHo• grv~n by olthol' pMy to tho othot ~arty for its oonvQnlvnce; (d) upon notloe by Sun, If Sun raceiveB Information lndltati"C that SuD~:~Jlel' M& glvon al'ly agMt of ~mployQe of Sun <~ny compM~:Qtion, gr;;~tuity, gift, remuneration or perQuistte or any kind WI'IA.t.Miilvsr rn conn~otlon wrtn the solicitation Of award of any Purchase Order; or (e) upon notice by Sun, In 1he 8Vant of rhe ditQct or indir~et Utll.ing ovc;~r or 11'1~ Msumption of contfol or Supplier or of substantially all of its assets by any aovernmental agency or oth~r tnird pQrty_ All S101rvi~o§ wru continue during lh9 pgriod aft~r notioa and prior to termination In aooordanoe with the terms and coMitions Of tni~ Aoreement Any notiCQ g!vsn hareundQr shllli specify lhe numb(n of any Puroha.se Ordsrs whieh ars tgrminatod. 9.2 Term1natlon Of rhis Agreement will not caus; a tormlna.tion of Qny opon Purcha,:oe Order which i.:i not terminated. and the terms and condllions of tl'l(g Aoreem~;~nt will corulrtue to a.~~ly to the open Puronaao Order ut~til compiQted or terrnlnat9c;f. Termination of this A!;lregmQnt or ll"'e~ eomprotron of any tlppJioabiQ .Purct\aso 0(dGr will r'IOt relieve Supplier of its obligations under Sections 2.2, 3.1, 5.1. 1 0.2, Artlcllll~ s, 7, 8, ::~ond g Md thg rolov~nt p~ovi~iona of ArticiG 1~. nor WHI any suoh rermlnallon or completion relieve Supplier or SUh trom any ua.t~illty t~.rl~:lng ftM'I My bto~ch ol this Agraament

9.3 Upon termination of tl'lb Agreement, Supplier will be entitled to receive payment for Services rendered throuoh the effgctlvg termination of, or satisfactory completion of, any open P1.1rchasg Ord~;~r. As a condition lo r.:~e~lvln!J final payment under tnis Sgct1on, SuppliQr lmmcadiat~iy will d~Uver to Sur'l: (a) any prcp9rty of Sun (incl1.1ding Sun PfOpristary Information} In thg posMss.iM or control of Supplil)r, or Workers, In good condilion, reasonable wear and rear exceoted; and (b) aU Dellverablss, whalh~r fiOfghQd or Ul'lfini~hod. Sun will not be respon$ibh; for a.ny co~t& lncurrli!d oii.flsr lhe affective date of t9rmina!lon of thl!l AQr~ement, olMr tMn "urgu~r~t to opM PurohQao Ordars th"'t •vs nol tarmin01tad. 10. Audit flights Upon request by Sun during the Term and for a t>erloct or ssven (7) ve~ars theroaft9f, Supplier wirl furni::;h tc $un wrillan evidence of Supplier's compliancg with its oblioations undgr thiS! Acra9m~nt Md tho !:t~tu:. ot tf'\0 Servioee and d8119lopment of any Work Product, During the Term, and tor a p~;~rlod of SQI/on (7) yGar9 thoro.aflor, Suppllor fut11'1ot will keep proper bOOkS of rocord and aoootJnt, in aooordance with generally aee•ptsd seeliUtlti(IQ praetica!: eon~~:.l~::\ontfy applied. and docum'!lntatloh tAI~ting to thQ Sorvices. Upon five (5) buslnass day• notlclil_ Suppuar will l'eiMI! Sun_ or ~n indep!indenf accourmno firm OBalgn~ted by Sun, to Qleamine, in:spCiot ~nd copy, at Suppligr'li facility oand durino normal bv~lness hours. all relevant bOOkS, r~ord~:: and documont~ of Suppliar for the purpose or dolorminlng SuppliOr'.S complianc;~ with tha terms of chis Agreement, th9 correctness of any involee8 10 Sun for costs and exponsQs. and the Services provided hereunder. If thr~ audi~ dl!loiMCS! My malGrlal diQtm~pancy In tko o.mour.ts invoioed Sun from thosa actualry due, Supplier shall promptly refund any overpayment.

1 1. AsslQnmenl

SuppljQr may not delegate any obligation hereunder (e)(cept to Subcontractors parmitt"d unQer S&etlon 5.G) nor assign trlls Agreement, ln whole or in part, without tha prior wriltsn consgnt of sun. Any ~tto!li"PPpt~d ualgnmo"t or unauthorlr:ed delegation by Supplier wU! bEl null and void. Tne rights and obligations or 11'\9 partlos hor~uMor Will bg bii'H'.Ii"~ uj)On and inure to the benliflt Of thQit respootivG successors, p2rmltted assigns, s;w:&cutora, and admlnlstr~tors. 12. Mlscollaneoue

12.1 Neither pat1y shall bring any ae11on to enforce the term:~ cf this Aaraament excepr In a court Of ~pproprl~tQ sub!acr matter JurlsCIIctlon in Santa Claf~ County, California, and thw partie& expressly consent to personal )url:sdlctJon ancJ proper venue by and In such court Tho prov~1ling party In such 'lotion will bo ontltlid 10 recover ils costs and expe('Hies in connection with the action, lncluOino rgason;abre artornQy~· rQos. Thfa Agf~omgnt will be governed by California law and <lOntrolllng U.S. federal law. No ~;holca of law rulQs or any Jlul.;;dlc~lon will Qpply. If any provision of thi:~ Agrc~ment is held invalid, illegal, or unenforceable, lhe valldily, legality or C:lniOrCQ;;.Di!ity of lh9 Mm:llnl,g prOYislon~ will it\ oo w4y b~; affaded or Impaired thereby, Any walver of any provision or this Agrillilm8nt, or :a dgl::1y bV sltk&;r pany Jn tho onforcemsnt of ~ny right hereunder, shall neither be constrl.l9d as !l continuing waiver nor croato, ;an elCpactatioo of non•QI)foro(lm~nt of th'll ~r ;;t.ny 11lher provision or ngtH,

SMCC/GSJMJ,S.A.ILSA 21 MtJy 199BJHF

From- Tc- Pal" 007


Utl>Ub-2UU2 '!'Jill l 0; 18 AM FAX NO. P. 08/08 NOV-22-B2 FRI e2:3S PM CNS NEWS 415 440 1!516 P.08

12 . .2 Any notice required und9r this Ag~emanl will be in writing ~nd will be sent to each pany at the addfoss on the first pa.ga of this Acreemenl. NOtlC411S will ba offeetiY~ when reeerved and wliJ be sent via P'ilrsomll delivery, ecrtifl~d or reglsterted mail (fetutn receipt requa.stM). or via overnight couriGr. 12.3 A t~arty I! not lia.blo under this AgrsamMt for nrm-pGrformanoe caused by evants or condl(lons beyond that party's control, If the party glyes prompt not109 ~nd mak.!:!S: ~II r~asonable efforts to perform. 1.2.-d. Supplier will not u~e Sun·s name or roao in any form or publiolty or release. or otherwl3c me.ko public disclosure or fh9 ~ldstenoa of this Agreement, any Pun:hasa Order or scopo of Work, or lh1o1 tgrm5: heraof or lhgroor, Q)(CePI with thg gpoolflc wrltt~n e.pproval of Sun. No license to the trademarks. Wid~ na.mg51 or llorvie~ m.Glrks: of althc:or party Is gram9C! undor rhis Agroemtmt. 12.5 This Agreement, togl:lther with its Exhibits, Is the pilrties' entire agreement relating to Its subject malt9r. If supersedes all prior or comemporanaou.s oral or writtBn eommunicatlons, pro~oul~. condillont, repre~anta.!loM a.,d warranties, and, e)(CE!Pt as set fonh In an aeeapt"d Purehase Ordar. !'reVails over ony conflicting or additional terms of any quotation, acknowledgment or olher communreatlon hAIWeen the partres rerallng to its subjAOt matt~r. No modififatiM to this Agreement will be binding, unless In wriring a.l'\d §iQMd by ~n a.uthorizstl rcrm~&9nHatlv~ of eaeh patty. 12.6 lr any Inconsistencies cr conflicts arise between the provislong of this Agreemen1, a Scope of Work or a Purchase;~ Ordar. the following order or precedence shall aooiY! (1) the Aareern~nt (2) tM Soop~ of work. and (3) the PurchasQ Ordgr,

. ' . ,. ''

SMCCicSSMtt/.S.A.ILSA 21 M.-y 1rJQSJHF

Ra~aivad lZ-05-ZOOZ 10:Z7 Frcm- Tc- Pa1a 008


DEC=us=2002 THU 1.0:1.1. AM FAX NO. P. 01/08

~oJ r Mo.• ~s~-ttc{J . e<; 'c t9~ ~s.

Re~eived lZ-05-ZOOZ 10:23 From- To- 0




DATE ENTERED

BYDEPUTY CLERK

466

DEC-05-2002 THU 10:11 AM FAX NO. P. 02/08

I

From: M~t)l Oage11lrde To; AI"D S~mmerer Date' 11/22/0~ T1mo. 2.l5 ~4 PM Pa~2 eta

_.Sun mltro~rms LABOR SERVICES AGREEMENT

TI-lle: LABOR Sf;RVIC!!.S AGAIO~f\I!<NT ("AG~EEMENT'') IS MADt;; ANO t::NTI'i"RP.D INTO, ON AND AS OF TI-lt ~C:C:r;;CTIV!; O.A.TI:, BY AND BEIWf:EN SUN MIOROSYSTEM:!i1 lNG., ON DEI"'I\Lf' OF IT$EI-F, ANC IT3 DIVIOION6, SUB31DIPIAI!;:;J AND AFFILIATES ("SUI'O. I'IND '!'hE: SUPPLit::::R IO(;NTIFIIHl 8ElOW.

IN CONSIOERATION OF THE MUTUAL COVENANTS AND AGREEMEN'I'S CONTAIN!:D l-IE REIN. THE PARTIES HERETO AGREE AS ~OI.LOWS:

3E:AVICBS: s..,pptier 5hllll F~~~I1Drm GMVicsa pu11iuanr ta f'un::hase Orllers i11rsu1J11 bY sun lor II'IEJ periOd commencing on me e!lectiYB Date and continuing unlil tannin11llld as Drovldad In 11'16 allacned Ttum£ t~nd Condl\lon~. Supplier sl\atl P9rform 1!'1e Servle•s ""t oL>t II" aaor• Pu•eh.3Se Ortl~>r CinrJyflin(l any accamplll!yir'lg S~pcl ol Work I sceepl&tl by Gupplior alld roforonclng lhlc Agi"OQmont. C:Dpitnli~od lorm!'i u~cxl horoil'l !lhall h"vo tho dllllnltiOns saL ronn ln tno Terms an!J conoilions, Wl'llcn anauapply to all Servlee6 tenc:etlld unoer tnrs Agreemaot.

INGURA.Nf;li; Supplier shall mmlntaln In lorcv the polk:llllS cl ln~ur11ncll in !nil amounts set lonh balow, with 1•rm11 antl CQverageJ> reasonatlly ~eMptabta to Sun lincludina thirty (SO) e!A~B Wtlften nolicg to Sun prior to 111e caneeltallon or !~I'IYlinalioll of an~ s.uch lnsurane• p~lilly). SuppliDr s.hall pravido avi<lan.::t~ gf allllh polloiCII to Sun upgn lte requwl.

Workers Compe!'l&allon ln~:urluJCB

Commorolal Gen!lrlll Llllbill&y 1n01u~""""

Aut.omobiiGI Liability Insurance

Profe&&lon.l Liability lnaurnnca (ll~:enHd arofNIIOrtall anly)

51,000,000 per accldantldlsease (nol requlrad if na llmplayees)

!t~,000,000'-'500,000 ~ornbil\&cl slnglro limit P'" o=urr<~nc:a

S1.000,000IS500,000 por occurrenee

52.000.000 per occurrence

Supplier will malnlail'l Prglaonignall.lllblmy lnsuran""' far a P"rlcld gl gn~:~ yae.r 111\er aooep1Ail<;fl <>llhA ra•11lt1 gf tha 5arviGea, II cov .. tag .. Is provid"d en a claims made basi:~. 5un III'UIII be named an addillonal Insured on Sul!plier'.! OGL policy. Tho toraooii'IQ ll'ltJUrenc• requlrCIInlanli: and Uablilly limits Gl1all not limit nor qLHillily the llablllly of SIIPfjiiQ r 1111denhl11 Agraamant

ISA'IMENT' FOR 9&RVICIIii8: Supplier shall be ;~ompgns;.:iltod as provided In lhe f'un:ha£o Qrdor and any applicable Scope ~ Wofll, It S::un is to ralmbii~CI tralf(OI an<l rwlalllll llllptll"l:lll:l, SuppUar &lliill ~;cmply Willi lilt~ OcnlrllOIQr irravv1 l;;lyiQGIIn&s, attat;h!ICI 11:1 D:l'1iDil ;., In teo~lng Any lnygi~CJ, Supplier &r.all COmply wilh Suo's Invoicing Guldsllnes, attached as E)(hiblt e. Sun's CP'tiiCk will be i!ISUad. according to 11'18 terms of paymel'1t, Upon raco.pt or SIJpplior'll c;gmplylng II'IVOic:o by Sun'o "'"""l.lnl':l P11yablo dopar1monl. Pi>ymDntLI ""' oonGIC1orod ~T~Gdo by Sun an lho dat .. pf mollln'jl, a~ evltlenct!IC! blllhll l'X!IIImark. In no evoot will sun be liable to poyll"Y interest. lala leas or pen&llio:~ under ltliG Aar11smant.

TI!.RMS Of ,.AYIVI~NT: Z'foliJ I\IOt &~ (~'Y. t.lliiiXIJJnc ror 04yrnunt 10 days rrom aatlllnvolea Is recalvewnet 4~ dll)ll> from datQ lnvoiCGis recelvaa)

This Agra111T111nl is: subject to approval by S~ll, n iYid111ced by assignment or an Agraamanl Number by Sun's Purcnaslng Dapartmont.

IN WITNESS WHEREO~. lha pilrtias hareto have eiQned this Agrsamarn, a~~: 011he EtfE!C1ive Oate below:

SUN MIC~OSY~Tt:MS, INC.

Slgnllll:

T~p9d Nvma: __ ..r;B:IllowniiiAI.w.9.t!AL...J:!".!!!IIIl!!.J.r~o-·

::I:: ==b--liii¥~:;11L,.WJ7...,_..;;;,__r --Add"'"" 001 Sar~ btonlo Road

MaiiGtop~ PAL01-3S2 Palo Alto. CA 9430:3

Oon~c!PhDniO: _____ J~~~.l~;Q~~~Z~!Zu1~-------------------

I§AQI 3a§·OiS&

Corl!J~c! !.mall: ---tJflJfld!.U·D.!!8!IIlillmol.:lu:.:o:M;ur.-o.aa_..yn""""oo"'m.u_ ___________ _

~l;iRtiiliMiilff HUMacn: U117•1101 ______ _

C:r'f'r:!Ci1VE OATS:; 11f3QIZOOCI _________ _

l EXP1fi4110N DATlii; 11/:»>i1:t101

TO t;jf: COMFl.f;TI!!I::i er ::5Uf'l f"UFic;f"fAStfi/G

Received lZ-05-ZOOZ 10:Z3 From-

MARY OAQEFOADt; DDA DAGI:roFIDI! CONBULTINQ, ___ _ ("SUraPUEFI"l

Slgn!KI:

iyped Nam11; Mary Dagalorda, ___ _

n~o: Prinoip.DI'-----------------------

Datil: II/ /J ) 01'. ______________ ,., '···--

Smnl!l Clara. C:llilornt~ !IS06 I ____ _

Col'llact Nama: Mary Dogolardo_ .... , .. _________ _

Qgma~t Phon .. : ("106) Z-4t:·II071 ______________ _

CcnU.cl FAX; (408) 24G-D1?0 ________ _

Contacl Email; mdeQ&ilix.nll"lcom.IXII"'., ----------------

fgceral Tax ID Number: 524-715·ii!4iO. ______________ _

:State Ta• JD NumDer: ---------------------

UR~; ---------------------------Supplier Slat~ l:lGorponatlon 111"a..to proprl,.l<lrlp<~r1n~>ra.hip

Dlndi~idul\1 ./C~or • 1 .,r'lf"ft

11'11! A0"'"'""'"t I !II ~er9tl Into :;z,!'\ ~ ~ bS~is ~qOJ~ ni>W l"rotecl ADPII<;Il!IOn For~ hiSit pl"O/~~et: )I' Yn C Ng

To- Pan ooz


DEC-05-2002 THU 10:11 AM FAX NO. P. 03/08 rrorn. M;lry Dage1crde Tc: A1a1\ S~rnmorcr Date 11/2~/0~ T1rn~. 2.l5.M PM Page 3 o! a

TEAMS AND CONDITIONS

term~ ~nd condition& ~;~uporsods tne preprinted terms and conditions appearing on the rever&u :;;ide ol any order Issued by Sun ("Purchase Order") and any terms and conditions tha1 Supplier may transmit tn Its

l&dgment. 0\CC&ptance or Invoice, TniS Agreement aoes not conslltu~e a Purcha.se Ord9r or any other form ot commitm11nt 1o purt::ha5e Services. Sun will baliable under this Agreement only for those purctlases of Services set fcrih In =a writlon Purch11se Order.

1 . Definition$ 1.1 "D91lvtuatlles" means work Product and all products, technology, software. ma.terlals, or olhe.- items

Sucpllcr provide110 Sun under this Agreement. including any Supplier Pre·E'xlstino work.

1 .2 "lntell~tl.lal Property Rights" rncans all wcrldwids (a) pstent~, patent ~pplic::liitions, and patent rights; (b) rights a~.~>oci~t9d with works of a1.1!horshlp Including copyrights, copyright applleatlons, eopyright rgstrietions. mask work rights, mask work applications. and mask work registrations: (c) rights relating to ths protection of trade secrel9 and contidemtial information; (d) moral rights; (8) rlohki analogous to lhoso sc'l forth heraln and any olher proprietary right::s relating to Intangible properiy; and {f) divisions, continuations, renewals. tei&sues, and e:densiona of the foregoing (as applieabl9) now e)(lsllng cr hereafter filed, Issued, or acqu~r('.;j.

1.3 "Posi!lon services" means labor used 10 temporarilY fill a posi!ion at Su, due to the cyclical narure of sucn Servict~i or the temporary ab~en"e of a regular Sun worker, and Includes «:tfly related or re5ulting Deliverables.

, .4 •Projoet Services• mean& labor used to aceornplish !ask~> ~"t forth on a Scope of Work, or tasks rei11!Qd to msners set forth on a Scope of Work, and lncrudes any relaLed or resulting Delivgrables.

1.5 "Scope or Work" means a dOCI,Imenl approved by Sun, usually ll'.lbelcd "Soope or work," thllt (n) doSioribg:; Projr:ll:t S41'11icoo, including, ;as applicablg, a dClS:Cfiption ol O~liv"'r;:~bl£1~, milestonlil~> and r91:&tGd matters Supplior will providC! to Sun; (b) det:lcribes any product~. h~chnology, !!:Oftware, materials or oth9r Hems Supplier will provide to Sun: andlor (c) outlines suppliers provision of Temporary Workers.

1.6 "Service&" means Project Servlcee or Po:;;ition Servicoet> togerlher with all Oelivorilblo:;. The terrn "Sgrvlc~s" =r:l'uall not include r.Dntir'l~oncy or rgtalned search recruiting sgrvicos or payroll sgrvicos.

l .7 "Subcontractors" mee.ns tl'llrd pan:les te!afnacr Dy Supplier lO 0er1orm portions ot ti'le Services.

1 .B •sun Proprietary lnfot'mation" means any Information di&closed io Supplier, or croaled by Supplier on oohall of Sun, which Sun deems to be confidential, Including, bUI not limited to, documents. observations by Suppllf.lr, and discussion of Sun's technology, strategy, operations, internal corporate Information, sun cuslomars, sources ot supply, Sun psrsonnel. methods and grocedures, anc the Work PrOdum.

1,9 "Supplier Pre-Sxlstlng Work" mgans any d0signa, discovQrias, invgnticns (whothot or not patentable), product•, computer program!¥ (including source~ code}, procedures, improvaments, devetopmgnts, drawings. 5peoiflca.ttons, data, memoranda, noTes, docum9n~s. manuals, informa1ion, ana otnar materials or property, made, authcred. ~;oncelvsd or develcpaa by Su~IJiier prier to the EffQcli\1~:~ Date and disclosed in the Scope or Work.

1.10 "Position Workers• means individuals or Subcontractors employed or retained by Supplier, or any Subcontractorst, who p&rform Po!i<ition S61rvic&s lor Sun.

1.11 "Workers'' means all indiViduals provided by Suppliar whu perfom1 SeNice& under this Agreement 1.12 "Work PrOduct• means all design;o, dl:;coverioe, Invention:. (whath&r or nor pat~;ontQblo), productc,

~omput•r pro~rRmJl (including sQurclil codA), proe&dures, lmprovomGntA, developments, drawings. spaeificalions. date .. momoranda. notes, documents. manuals, information. and other materials or propeny. made. authored, concaived or developed by Supplier and i1s Workers. alone or with ottlers, including any developed proauct, te<:hnology, or materials prod.uoad,

2. Rel•tlonehlp of ttle P•rtie•

2.1 This Agraamen~ Is not intended lo create a relationship su~:h ~~ a partnership, fri'l.ncnise, joint venture, o:~gonoy or employment rolationahlp, Nolt11er po.r1y mqy act in a manner Which elfpre~se:~ or Implies a relationship other than thal ~I Independent contractor, nor bind tho olhar party. Workers shall bg thco a,ployeea or Subcontr:tc1or.~& a! Suppligr, and no1 of Sun. 8.nd supplier sl'lall be soi91Y 118.bl9 tortne con"u~ Of such Workers ana rne1r compliance with tne relevan1 provlslon5 ol lhiu Agreement.

SMCC/G$M/I.J.S.A.fl..SA Pfl(Jiil I atli ;z1 MSY 1 u!l Jl1r rev. rtz:1/tJO; r~p l 111 r:J/00

From- Tc- Pa11:1 003


DEC-05-2002 THU 10:11 AM FAX NO. P. 04/08

r

from' Mary Dageforde Ta: Alan Somm.orar D1ol~, i 1/22/0?. Ttrtl~ 2,15 54 FM F\lg~ 4 llf ~

Supplier as, and shall be. the sole employer 01 all workers with re(lard to the Servlct!s (exceiJt for •11r.•-.n••,.r••n•·., retainlld In l!ICCQftl<Emce with 5eGtion 5,6). Supplier and Workell> will provide the SeNIO&s under the

c:llrf'lfltlon l'lf ~1m, ~ut th,. ma.n!'ler ~;~nd the means by whioh tha Servicos are provided .are in tne sole discretion of Supplier and Workers. Supplier shall Indemnify and hold Sun harmless from ano against any claims CJr actions

brougnt lly any Wcrkar or governmental agency with respect to a claim lhat such Worker 18 an emplgycc of Sun, and from any and all damages. losses, liabili1ies, and expsnses, including ~atlonabla attorneys' fees and cost~ of litig~tion, srising out ol or reaullln{il therefrom. Supplier's liability herein shall be limited to tl1e amaul'lt of fA9S paid by Sur1 to Supplli!r ~o~nc.lE~f lhe applicable Purchase Order~>.

3. Pun;;ha•u On;l~r•

3.1 Supplier will use its best eHorta promptly ta accopt any Purch::u:o Ordor IMued by Sun undgr this A!iJrMn'lel'd. If Supplier rejects any Flurchas9 Order, Suppli&.r will de so promptly and state its reasons therefor. Upon Issuance or a Purchase Order, and 5uppller"s acceptance· thereof, Supplier will use its best efforts to provide, and to cause Workers to pro11ide, the s~rvica6 in accordance with 1he Scope of Work and \he terms of this Agreemranl. All eorreopondunoe lrom Supplior, lncll.lding all Invoices, must reference this A~reem~mt and the applicable Purchase Ordar number. supplier shall indemnify ana l'lold sun harmless from and against any claims or action~t brought by third pa111ea With fliiJPIICIIO lh8 n~gligenl performance altha Servicea by, or the willful misconduct of, Supplier or Workers, and from any and all damase;, lo;;es, liabilities and expenses, Including reasonable attomQys• faes and costs of litigation, arising out of or ruulting thurefrom.

3.2 Supplier ac~nowler:Jges tnal ma TUII ana 1irnely provision cl all Servi~lil:o (in~;luding aU C~li~11:1blc:=1 end milestones) Is a material condition ol this Agreement. In addition 1o wnY gthcr remadlo~, Sufi eto.all be entitled to terminate ilny Purchasa Order for Supplier':~~~ failure to timely provide Q daliv9rflblg or achieve a milel!:tona meeting the requiremanls uf Lhtt Scope of Work, including any acceptance eriterla or speclfieP.tion.s set forth ttlerain.

3.3 Workere will not provide Services on an •overtime" basit•, il:i tllill term i::. dofinod by applicable state and federal law, unl~~:~::.ts such overtime is planned and authorized in advance by tne appropriate Sun manager. Sun will only compensate Supplier for ovllr1imQ pay which ha~ been pre-approv~d by Sufi and wi'llen ts properly paid t~ Worksrs wt1o ''"" not QXompt from ~>uch ovgrtims legislaHon under applicable law. (Sun will only eompansate Supplier on a "straiQhl time" basis for wonu1rs who are exemJJt.)

4. Change Orders

8un may Issue written change orders to a Scope o1 Work or other terms of the Purcha:~e Order (''Change Order"). If Supplier 11 compensated based upon an nourly rate tor servrr:es, tne scope 01 worlt will De oeemed amended upon the issuance ol\l'le Cnangu Order. If Supplier is compensated based upon thll!l timely dl!llivery or complulion of Scrvlcc5. ttle Sool)lfl of Work will be deemod arnondbd unlo~o Supplier deliver~ to Sun e propo:~al for a change in the Soope cf Work, specifying any necassary adjustment of the eontraet prle& or schedule, within ten (10) bueiness days after receip-1 of lt1e Cht:~n~~;~ Order. If Sun al•et.R to proceed with lh8 Scope O! Work u proposed by Supplier. Sun Will re•i88Uii !he Chaf1!Je Order specifying tl'le cl'lange!S to tno Scope of Work. contracl prit:e and/or ::!!chedul~~:~. Supplief will not undertake any ct1anaes In the Scope of Work without a Chan~e Order.

5. r.t111nag•mant or worktua ana Compliance with Laws

5.1 5uppuer wm De solely responsible tor paying worKers ror Services and will pay 5uc;h Wtnker.~ lilrgmptly (including making any agreed upon raimbur:5amanl of expenses), and in "'-Ccord<~n~Jc with a~plioable ete.t& and federal wage and hour Jaws. Supplier shall indemnify and hold Sun harm!&&& from any claim ar aclion brought against Sun assorting that Suppllst or Sun has violated any ~tate of f~d&ral WAOO Md hour law as a result of rn1s Agreement. any Purehase orders IS.SuM MtllHJMer, or DY thfl performance of SeNicss, and from any and all damages, losses, liabilities and expanses. lncluding reasonable attorney$' h:tea and costs of litiga1ion, arising out of or resultin9 tharefrom.

6.2 lrraapwtive of how Suppliar Is compon;ated by Sun, it is the intent of the parties that no Workar Will b8 ollglblo for any Sun-sponsored boMiite, including, but not limited to, paid vacstiDn, sick leave. medical in9Urrmc:a. employM stock ~urchase plans. bonuses. awards. or 401 k participation.

5.3 Before any Worker is permitted to perform Services on Sun's promisos, Supplier will r'<'quirE~ 11u~:h pr01;;P90tiva worker to complete and ellecut'.l, \h~ thtln eurF'Qnl SunScreen Tomporary Work.er/Conlraclor Application ("SunScregn ApplicatiOn"), \1'119 ~urrem 1orm of wl'liCh is attached hereto as Exhibit C. Workors who hav11 m;,t ~rformed Services on Sun's premises within the previous siJ( (6) months muat compleie a now SunScrocn Application. Sun may refuoo to nllow a Worker to perform Services on ils premises baaQd upon its evaluation ollha information conta~ned In the SunScreen Application.

21 Mily 1iJHJ .JHF ,.v. 7/26100; rsp 1111MJO

Received 12-05-2002 10:23 From- To- Paae 004


DEC-05-2002 THU 10:12 AM FAX NO. P. 05/08

r

rrorn M~ry Dagelords To. Alan sommerer Dme: llfZZ/02 Time, Z.l~.~~. f'M Pa~sors

5.4 Sun may at any lime, with or without t;ause. requke Supplier to remove any Worker from sun's premises otherwise replace a Worker aseign(ld to perform Services. Sun's aole liability and responsibility in corH1eGticn with the

reolacement or remowd of a WorkAar will bo to p;;~y S1.1ppligr lor lhg Servlco!! aetu::aUy pgrformud by lhG Worl«<r.

5.5 Sun may directly employ a P061Iion Worker aftgr completion by such Position Worl(gr of a minimum r~urnber of notm1 or month~ of Service;;~, .a:. follows; for non·aJCempt Wo~ar~> thiir earliar tc occur of tha complallon or 504 aggregate hours or three (3) ~:;onsecutive months of Services; and for exempt Worl<&rs, th& aarllor to ccc:ur of the compll~tion of 1 ,008 aggmgate hours or six {6) consecutive months of Services.

5.6 StJPillier may retain Subcontractors. Each Subcontractor will be required to eomJ:)Iete the then currer"~t Subcontractor Application form ("Sub(;onlractor Application"), the currerst form o1 which Is a.nached haretc as Exhlbll D. prior to tno Subcontr:1ctor P~oJrlormlng any of tna Satvieas. Tl'l~:~ eo$tt o1 procaealng the Subcon\rac:tcr Appllc&tion sl'l~ll bo paid by Supplisr. If Sun der~mnln9s, In ~ooellalll'l, that the Subcontractor would not qualify as an indspendant contractor under federal or :;tate incoms tu laws, Supplier may hlre the Sutlcomraclor as an employee or refer the Subcontractor to (3, Sun approved payroll ~lltrvlca as a condition of utllizath;m. of ths SubGontrautor.

5.7 Supplier agrees to oomply strictly with all United Stalas export laws and lhe applicable export 3nd import laws of other countrles. SUPJJiler snail oDtaln all neeassary liCenses to export re-sxpon. or import :my information rt~colvod from Sun aa may be required. lJnless autl)orlzejj by lh~ IJnitfi!d 5tillu:; Glc;~vemment, Supplfer will not, directly or indiroctly, gxpcrt lhg Work ~roducl or any other Items covered by this agroamef'lt, nor direct products therefrom, t9 {lny omb3.rgood or rQs\ricted country Identified In tho Unitad States export laws. Supplier and Wori<Qrs must not be included on any United Stares exgon &xcluslon lists. supplier shall not use Items cov&l'9t1 t)y lhl!: agrGement nor direct products therefrom for n~clear, mlaaile, or chemical biological weaPOnry end uses. Supplier will promptlY notifY sun If lr Jearn!> or any violations of export laws.

5.B Supplier Will comply with tha provisions of th& Equal Opportunity Clause set forth in 41 CF'R 60-1.4(a) and Executive Order 11.246 (a.s amended). Supplier further agree& to assign Workers jo perform Services wltnour regard to race, teliglon, nationol origin, color, age, 56X, sexual orientation, marital ~tatu:.;, ~Jragnam;y, physical or mental disability, veteran stalus, ot any other cla:i&iricalion prot&cled by applicable local, state orfederal employment discrimination laws.

5.9 supplier Will comply Wltn an 3.1lPIIcable laws and regulalions in connoetion witn the perfonnence oj the SaMoes, including obtaining any necessary licansGS or permits.

6, T•x•• Supplier i!l fe.!lponsible for paym9nt of all federal, ~tate and local tax&u due aB a result of the performance~ of lh5< SwrviQGUI· Supplier will report as income an compensation received hereunaer. supplier represents and warrants each Worker (aJCoept Subcontractors perminell under Section ;;.G) ha:; exer;uled 01 Fadsral W-4 Withholding Allowance Cenl11cate and an uquivalant statf! personal lnr.omA tA'! withholding lorm (if required). Supplier will issue and file accurate Form W·2 Wagg and Tax SbJtQme~nb; ~nn1.1ally for each employee Worl<ar and Form 1099 St;:~.lgmr;;mtG for or;~ach Subcontractor. Supplior will ind8mnifY and hold Sun harmless 1rom any oDUgRtlon to pay to any governmental entity any employer 5talutory taxes, withholding taxes. social 5ecurlty 1axes, unsmoloyment or dlsabllii'Y lnsuranc& or similar ePlargas or lmpos1s {Including any lnter,st or ponaltle3 thereon) In connection with the :;;ervl~@:i, and trom any and all damages, louas, llabilltlas, and expenGes, Including reasonable attorneys' fees and co&ts or litigation, arising out of or resulrlng rMretrom. In no event will sun tl9 liable 10 f)ay saiGs or use tax In connection with the Servlcaf: or Work Product unl~;~ss Sun has agreed in writing to be liable for such taxes and such taxes are $Sparately staled on Suppli&r's invoios.

7, W•rr•ntloa 1nd lnr.lloQtuel Property Rlghta

7,1 Suppliar warrants that Services: (a) will be performed by qualifiud Workers, (b) Will ba of a. quality conforming to tho highest atam:lards In ~he lndus,ry, and (c) will conform to any applieable speeifieations ln the Scope of Work. h1 addition, Su~pllar warrants that Daliverables do nat contain any vlru:s, worm or other harmful code.

7.2 Suppr;ar raprosonle and w01mmU: th;~t Suppli&r and lte Workers are, and will be, the sole developel'3 of any Work Product; that each Work Producl is original and does not Infringe or l'l'li~approprlate any Intellectual Property Aight c1 any thlrd party; that rhe Work Product does net violate tna privacy of or defame anll third pany: and \hat suppllor haa the right to make diaclosure and use of aU ideas, J,lrocesaes, designs, data, and other lnfonna11on disclosed or used by Supplier An~ 11~ workar~ in the performance ot the Services and has obtainQd all necassary rQieasei and asaignment~h 1nc1ut11ng rne worker statemant described in Section 8.5. Suppli&r represents and warran~ lh~t Supplier and its Workers are under no preexisting obligatlcn or obligations lnconsis\Elnt witl'l tt18 proVisions of this Apreement.

7,3 Jf My elaim of infringement or mililapproprialion of lntalloeMI.l Proporly Rignt:; Is mado by any third party against Sun wllh respect to Oeliverables, Sun will promptly notify Supplier, and Supplier will d9f9nd, indamnlly and hold 5un harmless against any ana all damages, losses, naDIIItles ana expenses, Including reasonanla anornays· f99~ and

21 MolY 19!MI JHF TQII. '112!J/(J(); tQp 1111 o/17(;>

Re~eivecl lZ-05-ZOOZ 10;23 From- To- Pare 005


UtG-~b-~UU~ JHU lU· IJ Hn FAX NO. P. 06/08 rrom~ Mary Dagarorae Ta~ fll<ln ~c>mmarer

D~to 11122/02 T1me 2~15,54 f'M Page Go! a

' f r .J.:.r. of litigation, arising out of or r~ulting. thgn;~from, whether or not the claim uh.imat~ly Is sucoessful. Supplier's li"lbility /'&In shall be limited to IM arnount of fees paid by Sun to Supplier under the applieablo Purchaae Ordon:. , 7.4 If Sun l.l!l enjoined, or likely to b~ enjoined, rrom using any of 1ha Deliverablss, or olherwise exploiting the / rosurts or lh~ Se~ic5s, because of a claim of Infringement or misappropriation of lnte11ectual Property Rights of any third party, Suppllllr Will, at Its own oxpenu, use its bRs:t 1=1fforts lo (i) obtain fer Sun tr.a right Ia ccntinu~ using such Delivorables or rea1.11ra of tho Sgrvlcas: or (ii) replace or mocmy tM oeuverables or results or tha Services to make them

norHrtfringing, 110 long aa the 1'9placement or mgdification coonform~ to thfi Sr;ope of Work. 11 neither of the foregoing alternatiVGI!. is commercially iea,sible, Supplier wlll accept return of lho Infringing Oellverablo:: <1nd rofund all pi:4ymcnlD rna de by Sun with respect to thg aHt~el~tl Purenasg Order. 7.5 F.XCI!PT AS PROVIDED IN THIS AGAEEMENT. SUPPLIER M.A~~S NO OTHE:R WARRANTIES, EXPRESS OR IMFLIED, INCLUOING WITHOUT LIMITATION, ANY CONCERNING MERCHANTAeiLITY 01"1 FITNESS FOR A PARTICULAR PURPOSEi,

8. Conrld@ntlallty, Ae.,lgnrnertl ef lnv•qtlon& and Ow"ershlp Qr Work Product 8.1 Supplier and Wurkerlii will hold Sun Proprietary Information ln contldanca and not disclose Sun Propriotary ln1ormatlon ta others, unlo:o:;: (i) :.uch information Ia gener~lly available to the public, through 1'10 fault of Suppli8r and Workers and without breach of thi& Agreement; (ii) such Information was already in 1he possession of Supplier without restric:lion prior ~o MY disclosure by Sun hereunder: (iii) suc;n information was law1ully diselo&gd lo Suppli"'r by a thln;l party without an obligation of confidentiality upon Suppli~r: or (lv) Supplier can prove that sucn informBtion was developed indopandently by Supplier witho1.1t use ot Information diliiclos&d by or developod far Sun and wl!hout the partlclp~Tio" of Workere._

8_2 Supplier Will! (i) not copy, sell. ~rscrog,tl, make public or ttutl'lorlze any disclosur~ or pu"llca.uon of any Sun Proprietary lnfQrmaticn &X"8pt in rnpcnse to a valid eUbpoena or other legal process, provided that Suppli&r hi\$ given Sun timely written notice promplly alter receipt thOroot; (ii) takfil ~II reasonablo nnd neoeGsary step:; to lllloure that Worker~ do nol dirwlo&q, m::!ktll p~o~blic, or aulhori7.P. any di~clogure or publication of any Sun Proprietary Information: (Iii) not use Sun Proprio~~ta.ry lnforma.tiOI'I tor sny purpose other tna.n In the perlorma.nce of the Servlcea: :s.nd (iv) raturn all Sun Proprietary Information to sun no lr:~ter than fifteen (15) day5 alter 1t1e date of termination of this Agreemunt or tne applieable Purr.~ase Order, or upon Sun's written demand.

8.3 All Work. Product and Intellectual Propgrty Rights tnerain. together with any information Supplier and Workers may receive from Sun whila performing Service:~. belongs and will belong exclusi'ialy to Sun: provided. however. that Sl.lpl)li"r rol3inll ownor3hip of Supplior's Pre-Exi:ating Work. Sun will have tho :iQio right to oblain ond to hold in its own name eopyrighta, patents, mask wcrils rights, trademark r~gistrations, or sfJch other legal protection as Sun may d~Mm appropriate to protgct tM Intellectual Propor1)' Rights In suoh work PrOduct and any derivativa work tMreor_ ~upplier agrees to ansctl suc11 notices or legehd:!; to lhO wonc Producl as sun may instruct, sun will have tno sole right ro determine lhe method ol protection of th~:~lnt@lleGtual Property Right:iln any Wmk Product.

8.4 Supplier sgrogs; (i) to dl601ose promptly in writing to Sun all Work ~roduct; (U} to assigr1, and Supplier hGtoby d09fl assign. to Sun an rights to Work Flroduct, ineluding, bUl not limited to. all lntelleerual Property Rights; and (iii) to cooperate with and assist Sun, or Sun's designee or assignee, \o apply for and to execute any applicallona anrl/or Maignments reaaonobly n&~;:liJssary to obtain, evidence or perfect any Intellectual Property Alghl In fiu~;<n Work Product. Supplier horotly grants Sun a fully p:ald-up, worldwide, unroslricted licum;e in perpetuity to ~s. reproduce, modify B!'ld distribute any material or lntellsctual Prop9rty Rignt owngd by Supplier (including, but not limited to. Supplier's Plll·fxlstlng Work) which Is naceliisary to the full and \Jnrestrlcled enjoyment or utilllatlon or the Work Product Dr r~sulls or the Services. The foregoing llcen~t: rights are alaa granted with respect to any Work Product whore Supplil"r'S a!lsignment Is precluded by law Qr otherwise lnttffeclive. These obligationt. to diaelose, a;slgn, assist, exacule and licensl'l will survlV9 lermlnatlon or tnls AQreament.

8.5 Supplior agrees 10 procure the written agreement ot each Worker to the terms of the than current Worker Confidentiality and Aseignmant Agreoment, il currant copy c1 which is attached as Exhibit E ("Worker Agraomant•). and wllll"((1111'1tain copies of such statements available for audit under lhlf provisions of Sgctlon 10. 8.6 Supplier acknowl&dgea that any breach or threatened breach of this Article 8 will constitute an irreparabla Injury to Sun, and lhal monetary damage& will be Inadequate. Theroforo, in addition to any other :svailttblo rlgnts or remedies, Sun Will have the right Lo have an injunction ls~uAd A!)ainst Suppligr to prevent any furth.,r or threatened

breaeh_ Supplier h9r&by waives any requlrem9nt for the postir'lQ of a bone:! or any otnar s&eurl~ If Sun seeks an injunction h~treunder.

PIIQA 4 olfJ Z1 MIY 1Bti6 JI-IF TBV. 1/25/IXJ; riiD 1YI1aloo

Re~eivea lZ-05-ZOOZ 10:Z3 From- To- Paae OOS


OtG-Ub-cUU2 T!iU 10:13 AM FAX NO. P. 07108

(

From: M~ry Dage\ords To: Al~l1 ~ornmcrcr Date. 11/22/0.2 T11ne: 2:15:54 PM

Term and Tl!rrnlneuen

5.1 The term of this Agream"nt :~hall commence on the Eltective Date and CQI'ltlnue until the Expiration Data unloss terminated In aocord~nc~ with this Seellon 9.1 ("Tarrn•), This Agreement, including any affected Pureno::lc Order, will b~ tarminated upon tlw occurrence of <~ny of thA following·. (r~) witnout notiea, upon t..,e llqu~datlon or dis1mlulion of Sun or Supplier: (tl) upon notice. in tha evant nf the other party's ma~arlaJ braael'l 01' tl'lls Agreement. Which breach continues uncured for a period of ten (10) day5 following the breaching pa.rt.y's reeeipt ot the non-l:lreactl!ng oarty's wri!len notice of breach; (e) upon thirty (30) days prior written notico given by eith.,r pArty 1o lhe othef party for its conVflnlance; (d) upon notice by Sun, If Sul'l recaivos information Indicating that Supplier has given any agent or employee or Sun any compensation, gralui!Y. gift remul'\0tation or pllrqultlt9 of any kind whatsoever In connecrlon with the solicitalian or award of any Purchase Order; cr (e) upon notioe by Sun, in lne event or the Ciract or Indirect 1a1Cino over or the assumption of con1rol of Supplier or of eubstantlally oil ol it~ aor;otn by any governmenial aQuncy or other third party. All ServiGea will continuo during thl:l period atl~Jr netic" :.nd prior to termination In accordaP1ce witfl the terms and conditions of this Aareamant. Any notice given hereunder shall spacity the numb8r of any ~urchasa Orders whioh are terminatgd,

9.2 Termination of thia Agreement will not cause a termination ol any open f'urcha$o Ordl!lr which is not termlnatad, and thQ terms and conditions ct thh; Agreement will eOI'Itiflu~ to apply lo the open Purchase Order until compleled or lermifla.t~d. Termination of this Agreement or tnf;! complotion of :l"Y :applicabl8 Purcnaae Order will not rellevo Supplier of Its oblii)Ations under Sections 2.2, 3.1. 5,1. 10.2. Articles 6, 7, 8. and 9 and the rel8vant provisions of Article 12, nor will any :Jucl1 termination or completion reli&va Supplier or Sun lrom any liability arising from any breach of tnle Agraomant.

Q.3 Upon lgrmination of this Agr!N!ment, Supplior will bill antltrAd to r9ceive ~yrru;mt for SPrvicP~: ran~a:sr~d throuQh the atfeetive termination of. or sallslactory complgtian or, any OllE!n Purcl'1ase Order. As a condition to receiving final payment under lhi5 Section, Supplier immedil!ltely will d9liver to Sun; (a) any pr~;~J;Je~r1y of Sun (lntoludlng Sun Proprietary lnlormalion) In the possession or control of Suppliar, or Workets, In good condition. reasonable wear and tear axeept9d; 3M (b) all Deliverables. whether finished or unfil'li~hed. Sun will not be responsible for &l'ly eolilt8 lncum>~d ::l.ftDr the affective date of larmimllion or lhis Agreemenl, otner man pursuam to open Purchase Oraar& fhiilt are not lerminated. 10. AUG It Right a

Upon request hy Sun during the Term and for a perlgd ~;~f !i:QVIm (7) yQaf~ thlilr'-af1Qr, Supplier will lurni10h to Sun written evidence or Supplier's cornl)llaMG Wilh ils obligations under this A~re~mant .'lnd thQ s;t~tUR of the Services and development or any Work Product. DUring the Tarm, and for a oerlod o1 seven (7) years thereafter, Suppli8r furti'lar will keep proper book:> of record and account, in accordance with genar«:~lly accepted tll:.~;ounting prtictiCI!Ia consl~tently applied, and documentation relating to the Services, Upon five (5) business days notice. Supplier will permit Sun, or an IM8pendllnt accounting firm designated by Sun, to .axamino, inllpctct J:lnd copy, at Suppller'!!t fRCility •nd during norm~tl bualnoss ho~t~ra, all rotovant books, racorcJs and documents of Supplier for me purpose ot determining supplior's c::omplianoa with tho torm3 of thi~ Agr-eement, the corraolnass o1 any invoicea to Sun far costs and expan::~ei!i, and the Servicaa provided hereunder. If the audit disc:losos any maierlal diSOrGpancy in ltw 01moun1:;; lnvoicc:ad Sun from tnosa actually duo, Suppner sl'1all promptly retuP1d any ovarpaymMt.

11. AHignment Svppllar m11y not delega.ts any obllg;:l\ion horcundor (except lo Subcontractor$ permittecl under Section 5.6) nor assign ti'lis AgrMmMI1 in whole or In part, without the prior written consent of Sun. Any atlsmp!ad assignment or unauthorized r:I619!JatJon by supplier Will be null and VOl(!_ The rights and obligations of the partlas hAreundsr will De binding upon and Inure to tne ben!Jflt of tneir respective successors, perminad assigns, executors, and ac::lministrators. 12. Mlecellaneous

12.1 Neither party an all bring any ac1ion to lilnforcu th" torms of this AgrQement exeup\ in a court of appropri~t~;~ subject ma.uar JUrlsdiCIIon In Santa Clara Coun!Y. Califomia. a.nd the parties expmssly eonsent to pergonar Jurisdiction rand propQr venue by and in such court. The prevailing parly in such action will be entitled to recover Its costs and expenses in connec;tion with rho ~etiol'l, including reasonablo attorneys' teo~- This Agreement will be governed by Ca.lll<lrnlo l4w ~nd controlling U.S. federal law. No choic& of law rulas of any jurisdiction will apply. If a.ny provision of this Agreement Is held Invalid, illlilgal, or unenforcoabls. tna valleflty, legality or enforceability of tM remaining provi9ions will In no wa.y be arreoted or Impaired th.,raby. Any waiver of any provision of this AgrssmBnt, or a delay by either pany in the enforcement of any right hereunder, shall neither be construed a:: a t:Ontiru..ling waiver nor ortlate an r;);.cpect~tion ot non-enforcomenl of thai or any oth~;~r provision or ri~hl.

SMc;r",tr;iSMIU. S.A.IL5A Pllga5or6 21 MIIY 1119111 JHF l'flll. 7125/DD: mp 1fi1IJIOD

Received 12-05-2002 10:23 From- To- Pa1e 007

HIGHLY CONFIDENTIAL- ATTORNEYS~ EYES ONLY OAGOOGLE0000114821 Trial Exhibit 466, Page 7 of 8

(

DEC-05-2002 THU 10:14 AM FAX NO. P. 08/08 from Mary D~geroros To; Alo n sommarer Date ll/22/02 T1me. 2 1~:~11 PM f'oge a orB

1 ~.2 AnY l'l01ico rgqUir9Cl under this Agraement will be in writing and will be sent 1o each p;;u1y at the addre!le l)l'llhe 1irst page or tnis Agreement. Ncticlil~ will ba affective when received and will be sent 'Jia personal dollvory, certified or regi::~t"n::d mail {return receipt roquootod), or vis overnight co'Urler.

1.:2.9 A p:arty le not Hable under \his A!iJreemen! for non-performance clilused by events or conditions beyond that party's control, if ti'le party gives promp• Mtlce and makes all reasonable effons to perform.

12.4 Supplier will not u~e Sun15 r1e.me or logo in ony form of publicity or release, or otherwise make public

di3Cio~ura of lha existence of this AQreement, any Purchase Order or Scop~ of Work, or the terms hereOf or thereof.

9XCGpt with thea speclflc writtQn approval of Sun. No lic&nse to the Jradernarks. trade names or service marks of either party is gra.nted under !hi& Agraomant.

12.5 Thl:s Agraomont, togott111r with ite Exhibits, i• the parties' entire agr~;mmDnt rGiating lo its subj&cl maner. II eupsrssdes an prior or COfll~rl')p<>raneous oral or written communications, proposals, conditions. raprasantatians and

w~rrAntle$. and. alCeept as se~ fMh In an a.ccepted Purchase Order, pravails over any conflicting or additional terms of any

quotation, acknowledgment or oUter communication between the parties relating to Its subjoct matter. No modification to

this Agreement will be binding, unless In wr11ing and signed by an al.jthcrizsd t&presentatlve of aaeh party.

12.G If any inconJjl!lbanele& or conflicts arise betwasn tne provisions of this Agreement. a Scope ot Work or a

Purchase Ordt~~r, the following ordar af precedence shall apply: (1) the Agreement, {2) the Scope of Work. and (3) the

Purchase Ordar,

Psae 6gf6 21 Ml!y 1$1l JHf f6V, 7125/00; AlP 1111()/CD

Received 12-05-2002 10:23 From- To- Pan OOB


One Network Drive, Burlington MA 01803

Ret

fax: 781.442.4 8§1 '-f"f2-J,'f? ..

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~rga.nt 0 Far Review D Please Comment D Please~. 0 Please Recycle

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HIGHLY CONFIDENTIAL- ATTORNEYS' EYES ONLY OAGOOGLE0000114823

'•

Trial Exhibit 467, Page 1 of 7



DATE ENTERED

BYDEPUTY CLERK

467

Ilia· 4120 Network Circle Santa Clara. CA 95054 MISSCA12

Fax

'I!:JUU.L

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CJUrsent [J Plfl~ase CommaJJt 0 Please Reply

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Thiil m.c:ss&&e is intend~ anly for the usc: of the mc:!ividuill or entity to which it is addressed 1111d may t;untain infol'mlt on thtt is privi111g=i, con:fi~tial, and exemp,: tram discl~ure under applicable law. If the rolldec of this messag~ i.s not the intentled rc~:ipicm~ or tb~ employee or agent responsible for delivering the message to the intended n:cipicn~ you are hereby nt :itied I hat any dissern:ination, distrilnati.on ot copying of !his conut'IUnic!Uion is strictly prohibited. If you have received this connt micatian in error, plt:aae nori1Y us immediately by telr=phonc: ancl return tllc: original message to ua at tht abov~: address via the t S. Po::tal Service. Thllnl( you.

----------------------

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08/0!/0S 09:17 ~AX 8884422278

10/11/99 09;13 FAX 6503360165

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i',\YR01...L AT SUN

iRNPITlOM.KIORON DlV • Sheri

~002 Gboo5 ijUOO!

•, •'

'PI'O UNLIMITED OIEMPT EMPWYEE savlC:& AGREEMENT (P,.._, .... ._ ~ CD.IIiputer Prateuton•lsl'

In COhslderatlan fcx the hlrlns. and employmentb•1• PrO Unlfmltad, lhC. 1-.:ha Employer") of che Empie oee nd t.he undenaklnss hel'eundet, the paltlu aterea ill follows:

1. · EmplaYIII" Is er.p';dd In the: bl.l51neu Qf cmutn StSrvl:ces to Sllf' "''"'Acrsr~ .s_ (hereinana l'l!letT.ed to .u the ''Client"). Emplr:ry~~:e •• presently saeJc1nS a pcmticm with Employer to worlc ptavldlng Etnployes·s Sel'\ tees to cuenr.

2. T~e emplo""ent contempl~wd heraitl :shmn be carrl.fd oUI by Emplovae lit elthar the cffice.s t f the Ernploysr ar at Cllertl'.s fadhtles or other Jeatl ans de.slplited hy £mployt~~r. .. •

3. The tartn "Etnployee" as used he1111ln Is afl•pllaable 10 the masculine and ftlrninlllll as the cas. nav. ;,e; and the . ntacuUna .-.,e Include~• tile femlnJ,.e -. the e115e may be. AU relwenc:es in this Asrasment :o "!1nplayet'' are

Intended to lnc:luda PrO Unlitniced~ lts parents, subsidfar)~ afflllar11f,laQIIJcensed afflc:es, empiDJ'l'r 11f tet:ard of the EmpiOYI!I!I, IISf!lntl and/or represanbtJves,

4. Ernpt~ qrees to ~ Ernll!tovee :aa: the ,;~DUtly NIAll af sf()() per hour. Unfe.sll atherwlse ill~!" ed, lfmplove underR&nd!i thilt~

al Employee is entltled to r\itc:al\'8· overttrrua on il scralaht nue basis, b) · The rimerec:at'dll ot the limpla~yer lihaU be coru:IUII'We illll to the tlmeWGrted lY £rnpl~~ urtless the time 1'6C10rdt hav~a be1111 l"curtect.iy ar fraudulently pnapaced by che Empie rae. c,l Employee will accul"iiltel\' complet:c and .sfsn the time ra:ar'd -eilld1 week and wlll •~In an app"rovql af the dma reCord tram u ~ad t8Pf'IWinf811ve rJf Client. dJ In thll abllllltat af c;am.,•liWI and .acQHate verlfled ttmo records, .the Employ.~r can11 at aa;urarely dlltermine che number~~ day, \M:~tricad <~nd c:anaspandlns waaes- and no wages shal be clue and awlns Empfoyers unless and unrll Che !lnplav- a~mplates, slsns, gains Ctlent•m; appn val signature and (or-wards the time re.:oJd (1\ acawdanee wlch Emplayer's lnstruct:fons.

s. Ernpl~:~yae illgteato ~;gaperue wlch Ernplgler In fn'aploy.!lr"setrottco evaluate Employee'squallf l:iltlcnsbv supplylnlf n complete and faQU~I ~urne of hi& ~ucatlon, "JJ'Dtlc expel'i$1a 4111d work refereiUZ5 lor verification ;~y Elnpl~imd by reporting far a personal lnCel\l'liiW at EmpiCiyer"'s ••lid CIJant•s t:.dlil.y it $0 raquuted by Employer. Emf laye~~ funher asree:~ lha~ if for any work related 111a10n Emplover or Cll~m •cermine •hat t1111 is ~bla few ~&tSipmert : h:l d111ir f.ldl iry,. tlllrs Ernploymant Al!reemtelllt ltTlrraedlaNiybe::arnu nul! ~nd vDid arJCII!inplav- w.alvu anv Q~ -of actlo11 apfnst E111ployer ot ics CHene due to l'lonao::aptanos. ·

6. Ally and all ideas, dlscavarles, IQvendons. Undudlq but riDt limih!dtD improvii!Menl:5 and modU ciltlc:tns), trademouic:>, copvrightab~e maaerJal or pi""' (harelnatlet .Wanred to as "lntellecb.ml Property•) relatlns lh anv 11 BnJ1Er to lhe ar:cual

cr ilnticlpaft!d bustness operatlan:s of Client car to work pedormad bv Employee or relatinJ ta math1rs d15cla5ed 'o Employee In c:onhectlon with work ta be petfarmo;td, ar su~ by such manars,whethar or nat pa entable, whicl:l such

"' ... A lruellec:tual Property i' made or co~L!!bVlirnplayee.. mlal~ or jalhEiy wllb others, durtna lh~ ternt of hi~ or her u-'? employment._..,., af ~~h.,.lil•.:d d&~rlnswortc:lns hours), shall be the- propet l'l of Clienta11chuch

lntellet:tual P«Jptstty lhidl be:prGmptly dlsclased 111:1 Client. Emplo~ shall, cturtns his or har einp oym•~nt ar any time thereafter, provrdl! Cllt!nt with all doolrnents, lntl,tmildi:IC'l an.d ~ requ•tl!d far the fiUns .,er arathm, ~urion or defense of anv les•l ~tctlon or Jtpptlcatlcaft perilllnins to s.udl lnlllllectua! Praperty, patent applic:at11 ns and leuer.o paten~ issuing thereon. Employee shall, In acldlr:lan ta 11H1 #ontplng, upcan requ~n& af Crl~~nt. D~WCUtr; ad den• cr lG CUen' and cake :liU~h ocher action .iilt Client's cxpei11C as rnav be neaesacy or appropriate ID aslilblls~ tll&ister, realrd Ol amerwise dgc;ument Client's ownership of the tntellectuat ProPtrtV In r:ha Unl~ States and/ot fMeill:h c:aumrl~~&,

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l0/11/99 09:1' PAX 6503SBU16B

tO/l1/8B 01:14 FAX 401 8~2 01

PRO UNLIMITED PJ~ntOLL AT SON

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7, All lrafdlmatlon plld'blininS to Employer, or Ills Clla11t's ln'lflllfttltJN, d•Jsns, taols. equiprniiUlt, u1 apubllshed written m~ri=Us, plans, procasse51 ClOStl. rnethods, ~.;vstem lmpro~rm=no. or other priVate ar ccmlldentl. •I mai~filrs obtaint~~d

by Emplayet~ ift the perlormanoe: af his watk, whlctl Is not publidy disclosed by Employet ar •fts Cflenc 5 '"II tafl considered conndcntial and prapriebuy. Employee shall not d,i•closa at any time such Information ar lhe natun of the servic:;e: he r~raders (o Client, IDCcept to 11uthorlzed rapresanhlCIVEill of Employer ar Client. The foregoing provision In 1 'lis pa~sraph sh~ll be: In e:ffect during a11d aft•r such employmern and .,killl be for tha benefit of Employer Qnd/cr its Cliant, UpCl n c:ol"'''plati on of d'lla Emplayee's work hareunder, &nployee Will rutllm aU paptal'li, rec:ards or oth11t documents, lncludtr ~ •U •:a pies ~hereof (0 C:llsnr.

a. In the event thes Ernplayee has or rtt:'lrlvss a profassiQf'lalllamse ar canlflcetlcn, durin& the te 'I'll of emptovment hereunder, the Emplayea ---=es l'lot to pr.u::dt;e as i&'prafullan•l iii& any lime or sign t)f affi:Jf nl ; pro·1esslertilllleal.

llc:enlfa, ar cartlflcatlon ID anv dac:&m'\ek'lts. drawll'ql!l, 1f2edflcatl01'15, or mher Instruments on bahalf of r~ ~ employer or any of chc CUents. ·

9. Employee :~hall b11 bound by eny appUQbhel'l.llfls .. reguhulotl$ ar policies established by ellen· at whose place of bl.u;lnl!lltl Employee petiomu; ..arvk:u, •• well a diQS8 tLIIes. I'IIJUiiill:lans ar pallcles ew~bli;ihed bv En' ;:.lovc:r. However, Emplovee rclCDBJitns enc:l ..-es mat he I~ not an a111plovee of any Cltent af th& EmpJover and wnr laok solel-y m Emplover for ~rry employee beneflu 10 which he cr hll ~11nrt1P mishc be enlltltld. ·

1 o. 'llll• t!JI'm!lmsnt lh•U he tarml!!•bla iS.JSd!J' iY either partx., Emplaver shall have the risht tc m 1dlfy any provision of thf& Alf'"ment by Sivlnl 'Written fiOIICllf to En'l11:1lovae ollhe proposed modlftCDtlans at least one (1] IYeek prior tg

the •ffac:Uvetdato of such madlffc:ad4n. Jf&·1ployea cGtltinuet ID watt for &mployer lilflerthe spec ifled affecti~ date, employmentsnall be ul1der the cerms ahhis AIJI'IIerl!'lent.u so madffllild, With the :Same fon:t!l and l!lft'ect ts il J:mpfoyt~e k11d exe.c:uted the Alramet~t so modtflaed. Ernplay.'sl'.'ate CParas~ 4) may be n!adlfled by mutual con5e n af rhe Employe:& and l!mph:ryer. In which e.venl this Asreement shilll ba deerned modJflad ac:cordJnsly jU'Id shall cpntlnu• as 51:1 modified, in full fore~ e&nd eHod.. Ernplovee'• aa:apti!IIIIC'O of fur::/"1 ram shalt be dtlerned effealve if Emplovee c:ontlnu 15 10 wc:~rk lor such Em ploYI'r after belns a~mpen:sated undm' ch~~t naw r;lll8 ot h:avl ~~ accepted a new assiS"n1flJ'II which .UIIIS mert r carries a r01te dlffl:!r~nc than that m.red nlll'fSin.

1 1. To lhe elletent permllbKI bv law, Emi'IOVII'I• an EmploYIII~S own behalf and on lanalf of Em~ layeu•s succeuors, exer:l.lttJI'II, hefrst ud :~~~.signs, waives any .arr.d ~~ rights Entpla\1=1!1 h~ or ll11Y have tc r:Jalm o~ 1sser1 a c:laim, suit,

don. or demand at •nv kind. nature or descriplilon.. ii!Cilldlns wtthoQI llmftatictn dalms, suib, actic ns ts•' cietnilnd1 for personal inJuiY or daath wht!lthttr arlsJns in tCJrt, c:znb'act. or' otherwise, apfntt Client or Cllenl's cusr :~mars, contractofS, subcon~~ctot~, repruentatives. asents, offlc:en. dlt~~ or l!!rnptayei'J Ccollectrvetv refarred to as "CII1nc~) resultlns from a( ;arising dltealy or lndlrec.tly tram &w,ployee~s llmplayment with Employer. Employee 01dcnowled1 as fc:•r purpcses af workers' a:nnpenotlon, Employee Is<& "pnaal 1!111ployee'1 of employer and a "special ~mplayee1' ol ClieM:. Employee recognizes &l"'d asrHs Employet proylcfCIS watke•r ~don c~ for .such thii\P aa on rhe-j·~b injuries ~:~r occupctt{On.l'll diiWLIII:Iir incurted WhJI• On 1U5ipm81111 l'ur tftg fmpfD\fV and liiii"IIG to foalc .Sa!ely lD the !mpbyer and/or it~ insur"er for dam.qe~ anc:Ucsr e:acpensa for such Ulnas.~, InJury, or othet claims incurted wkUe an assir&nm• nc cc.,._red by said warkerr• r;ompitnsaclon parley. The .aent_,d .appl iQbUilyof amaal gn~Vi~SH shall be '" a.c:Q)rdance 1. •ith applh:able state law and pollc;;y. torms:~nd conditions. ~playee asr~s that su~h caverase Is adequate and lullv c:ampell'l .atory and therefore releases EmpiOVI!r and lb Cnent from 11ny Glher liability.

12. Ernptav- illf&U rc Wins any claitns gr bel:lon Empl01roe has ot rnav have asalnst the Emplaver ar tn·D C:lientwithln six (6) monthl!i frOih tha earlier of the data af lertnll'lolltion Dr lhe data tha clairn arose and hereby w.lves • ny righrs Entple~Ytel! may hqve t~J brlnB a aul1 wUhln the Elme llmibat anv appUCiblle SliiWte of Llmllatlol'lliQ31'ltalnins a long• r peri ad, and fo the

e:ocreot permitted bv l&w, Employee walw:a all rishllll to a jury trial for .any suc:h claims.

13. £mpi(Jyee'5 obliSiltlans and repAIIII•ntallonti wnld\ ~ thelr natUre are inlendllld ta continue be 1ond termination of this A~ement lnc;ludlns without llmkiltlonpariSJ:II;ItiS 5, ti, 1,. 9. 10, 11, 11 and 1S herein, lihall su vhlr:= termll"':.allon of

lhls Asresman~.

·.

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I.DUI1fj BBtOBB~OBS XVJI !10 ;~:t 88/LO/Ol

P0 39'ii'd Nns 5591:2:PP1:8Ll:


06/02/0S 09,.:,17 FAl 88114422276 lD/11/99 09:1~ FAX 8503380185

10/ll/9& 08:25 FAX 408 &22 01

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14. employa• rec:apd:~a that &nployw may t'l<qUita drus CPCinSirt accordance with l:mplayds pol cies or as nsquired by CllenL Emptoyee a&reo5 that h111 wUJ subratltllo 111da testlr'IIM a ~GI'Iafamployme,..tand comply Nirh ·rhes provistoru of fmployers Sub&sblnc:a Abua Drus me Workpl;u~ PoUcy, c:Dplu of whfcb have btlen pmvldud • . 15. This Asraemant jihall ..e aiJ llmea bo c:ol\lii;rued in iilCCOrdarac.e with thw h1ws oGnd lepl declll ::~rm ,., \he lllillte af

NIIW York.

16. This Asreement and any rlcfen hereto COJIIIdiUfe5 tho entire illflll!lmant betwcsen the parties_. ; :ad ••~edes any st.ate~ts. agreements or repraenl'ildGnt made prior Ia ar conremporan•o•r.dy hei'CW\th, A lY arru:ndmentli or

moditicatlonll must be In wrJtl"B to be elf'ectlve •

Date~

11194

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Exhibit II Confidentiality Statem•~nt Required for Ass.lgnmer~ t tt;,

Sun Mlcrasystems. Inc;.

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~~Jun ~ microsystems LABOR SERVICES AGR.EEMENT

THIS LABOR SERVICES AGREEMENT ("AGREEMENT") IS MADE AND ENTERED INTO, ON AND AS OF THE EFFECTIVE DATE, BY AND BETWEEN SUN MICROSYSTEMS, INC., ON BEHALF OF ITSELF, AND ITS DIVISIONS, SUBSIDIARIES AND AFFILIATES ("SUN"), AND THE SUPPLIER IDENTIFIED BELOW.

IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:

SERVICES: Supplier shall perform Services pursuant to Purchase Orders issued by Sun for the period commencing on the Effective Date and continuing until terminated as provided in the attached Terms and Conditions. Supplier shall perform the Services set out in each Purchase Order (including any accompanying Scope of Work ) accepted by Supplier and referencing this Agreement. Capitalized terms used herein shall have the definitions set forth in the Terms and Conditions, which shall apply to all Services rendered under this Agreement. •

INSURANCE: Supplier shall maintain in force the policies of insurance in the amounts set forth below, with terms and coverages reasonably acceptable to Sun (including thirty (30) days written notice to Sun prior to the cancellation or termination of any such insurance policy). Supplier shall provide evidence of such policies to Sun upon its request.

Workers Compensation Insurance $1 ,000,000 per accident/disease (not required if no employees)

Commercial General Liability Insurance $2,000,000/$500,000 combined single limit per occurrence

Automobile Liability Insurance $1,000,000/$500,000 per occurrence

Professional Liability Insurance (licensed professionals only) $2,000,000 per occurrence

Supplier will maintain Professional Liability Insurance for a period of one year after acceptance of the results of the Services, if coverage is provided on a claims made basis. Sun shall be named an additional insured on Supplier's CGL policy. The foregoing insurance requirements and liability limits shall not limit nor qualify the liability of Supplier under this Agreement.

PAYMENT FOR SERVICES: Supplier shall be compensated as provided in the Purchase Order and any applicable Scope of Work. If Sun is to reimburse travel and related expenses, Supplier shall comply with the Contractor Travel Guidelines, attached as Exhibit A. In issuing any invoice, Supplier shall comply with Sun's Invoicing Guidelines, attached as Exhibit B. Sun's check will be issued, according to the. terms of payment, upon receipt of Supplier's complying invoice by Sun's Accounts Payable department. Payments are considered made by Sun on the date of mailing, as evidenced by the postmark. In no event will Sun be liable to pay any interest, late fees or penalties under this Agreement.

TERMS OF PAYMENT: 2% 10 Net 45 (2% discount for payment 10 days from date invoice is received/net 45 days from date invoice is received)

This Agreement is subject to approval by Sun, as evidenced by assignment of an Agreement Number by Sun's Purchasing Department.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement, as of the Effective Date below:

SUN MICROSYSTEMS, INC.

Signed:

TypedName: --~R~o~n~al~d~A~-~P~e~dr~o~----------

Title: _____ _,C"'o""nt,_,ra.,c,_,ts""MFan,_,a,q.,.e"-r _________ _

Date: --~6'+;/-r-.;.cft'F-+-"-fep_£_ _____ _ Address: 901 San Antonio Road

Mailstop: PAL01-352 Palo Alto, CA 94303

Contact Name: __ __,_.Ro,n~a""ld,_,A'-".'-'P_,e""d,_,ro,__ ________ _

Contact Phone: ___ (..,6""50"")'-'3""3"'6_,-7_,1 ... 2....._1 _________ _

Contact FAX: ___ ....,(6=50,...lw3=3=6-_,0=63""8"-----------

Contact Email: __ __,_,ro"-'n.>J,.p'-"e,dr...,oc:;@~c~o"-'rp"-'.2lsu.!!.n~.c~o"-'mll..._ _____ _

AGREEMENT NUMBER: L 1934-0502 ______ _

EFFECTIVE DATE: 5110/2000 _________ _

EXPIRATION DATE: 5/10/2002 ________ _

TO BE COMPLETED BY SUN PURCHASING

SMCCIGSMIU.S.A./LSA Coversheet

WAREWOLF TECHNOLOGIES, INC.----------("SUPPLIER")/) ·__:.. .· ..

Signed: L~-k~ Typed Name: Chet S. Haase _____________ _

Title: Chief Executive Officer--.------------

Date: --=5'---7_3_o/f:"-6'_._o_· _______ _ Address: 2270 Corte Melina, ______________ _

Pleasanton, California 94566 ____________ _

Contact Name: Chet Haase _____________ _

Contact Phone: 1925) 417-0719

Contact FAX: 1925) 417-0607

Contact Email: [email protected] _________ _

Federal Tax ID Number: 94-3358293 __________ _

State Tax ID Number: 458-8666-0 ____________ _

URL: www.warewolftech.com _____________ _

Supplier Status icorporation Olndividual

OSole proprietor/partnership

OOther

This Agreement is entered into on a project basis an.d require~new Project Application Form for each project: 0 Yes r No

21 May 1998 JHF




DATE ENTERED

BYDEPUTY CLERK

468

,. TERMS AND CONDITIONS

These terms and conditions supersede the preprinted terms and conditions appearing on the reverse side of any purchase order 1ssued by Sun ("Purchase Order") and any terms and conditions that Supplier may transmit in its acknowledgment, acceptance or invoice. This Agreement does not constitute a Purchase Order or any other form of commitment to purchase Services. Sun will be liable under this Agreement only for those purchases of Services set forth in a written Purchase Order.

1. Definitions

1.1 "Deliverables" means Work Product and afl products, technology, software, materials, or other items Supplier provides to Sun under this Agreement, including any Supplier Pre-Existing Work.

1.2 "Intellectual Property Rights" means all worldwide (a) patents, patent applications, and patent rights; (b) rights associated with works of authorship including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications, and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) moral rights; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues. and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

1.3 "Position Services" means labor used to temporarily fill a position at Sun due to the cyclical nature of such Services or the temporary absence of a regular Sun worker, and includes any related or resulting Deliverables.

1.4 "Project Services" means labor used to accomplish tasks set forth on a Scope of Work, or tasks related to matters set forth on a Scope of Work, and includes any related or resulting Deliverables.

1.5 "Scope of Work" means a document approved by Sun, usually labeled "Scope of Work," that (a) describes Project Services, including, as applicable, a description of Deliverables, milestones and related matters Supplier will provide to Sun; (b) describes any products, technology, software. materials or other items Supplier will provide to Sun; and/or (c) outlines Supplier's provision of Temporary Workers.

1.6 "Services" means Project Services or Position Services together with all Deliverables. The term "Services" shall not include contingency or retained search recruiting services or payroll services.

1. 7 "Subcontractors" means third parties retained by Supplier to perform portions of the Services. 1.8 "Sun Proprietary Information" means any information disclosed to Supplier, or created by Supplier on behalf of Sun, which Sun deems to be confidential, including, but not limited to, documents, observations by Supplier, and discussion of Sun's technology, strategy, operations, internal corporate information, Sun customers, sources of supply,

Sun personnel, methods and procedures, and the Work Product.

1.9 "Supplier Pre-Existing Work" means any designs, discoveries, inventions (whether or not patentable), products, computer programs (including source code). procedures, improvements, developments, drawings, specifications, data, memoranda, notes, documents, manuals, information, and other materials or property, made, authored, conceived or developed by Supplier prior to the Effective Date and disclosed in the Scope of Work.

1.1 0 "Position Workers" means individuals or Subcontractors employed or retained by Supplier, or any Subcontractors, who perform Position Services for Sun.

1. 11 "Workers" means all individuals provided by Supplier who perform Services under this Agreement. 1.12 "Work Product" means all designs, discoveries, inventions (whether or not patentable), products, computer programs (including source code), procedures, improvements, developments, drawings, specifications, date3,,

memoranda, notes. documents, manuals, information, and other materials or property, made, authored, conceived or developed by Supplier and its Workers, alone or with others, including any developed product, technology, or materials produced.

2. Relationship of the Parties

2.1 This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency or employment relationship. Neither party may act in a manner which expresses or implies a relationship other than that of independent contractor, nor bind the other party. Workers shall be the employees or Subcontractors of Supplier, and not of Sun, and Supplier shall be solely liable for the conduct of such Workers and their compliance with the relevant provisions of this Agreement.

5MCCIGSMIU S A.ILSA Page 1 of6 21 May 1998JHF


2.2 Supplier is, and shall be. the sole employer of all Workers with regard to the Services (except for Subcontractors retained in accordance with Section 5.6}. Supplier and Workers will provide the Services under the general direction of Sun, but the manner and the means by which the Services are provided are in the sole discretion of the Supplier and Workers. Supplier shall indemnify and hold Sun harmless from and against any claims or actions brought by any Worker or governmental agency with respect to a claim that such Worker is an employee of Sun, and from any and all damages, losses, liabilities. and expenses. including reasonable attorneys' fees and costs of litigation, arising out of or resulting therefrom.

3. Purchase Orders

3.1 Supplier will use its best efforts promptly to accept any Purchase Order issued by Sun under this Agreement. If Supplier rejects any Purchase Order, Supplier will do so promptly and state its reasons therefor. Upon issuance of a Purchase Order, and Supplier's acceptance thereof. Supplier will use its best efforts to provide, and to cause Workers to provide, the Services in accordance with the Scope of Work and the terms of this Agreement. All correspondence from Supplier, including all invoices, must reference this Agreement and the applicable Purchase Order number. Supplier shall indemnify and hold Sun harmless from and against any claims or actions brought by third parties with respect to the negligent performance of the Services by, or the willful misconduct of, Supplier or Workers. and from any and all damages, losses, liabilities and expenses, including reasonable attorneys' fees and costs of litigation, arising out of or resulting therefrom.

3.2 Supplier acknowledges that the full and timely provision of all Services (including all Deliverables and milestones} is a material condition of this Agreement. In addition to any other remedies, Sun shall be entitled to terminate any Purchase Order for Supplier's failure to timely provide a deliverable or achieve a milestone meeting the requirements of the Scope of Work, including any acceptance criteria or specifications set forth therein.

3.3 Workers will not provide Services on an "overtime" basis, as that term is defined by applicable state and federal law, unless such overtime is planned and authorized in advance by the appropriate Sun manager. Sun will only compensate Supplier for overtime pay which has been pre-approved by Sun and which is properly paid to Workers who are not exempt from such overtime legislation under applicable law. (Sun will only compensate Supplier on a "straight time" basis for Workers who are exempt.}

4. Change Orders

Sun may issue written change orders to a Scope of Work or other terms of the Purchase Order ("Change Order"). If Supplier is compensated based upon an hourly rate for Services, the Scope of Work will be deemed amended upon the issuance of the Change Order. If Supplier is compensated based upon the timely delivery or completion of Services, the Scope of Work will be deemed amended unless Supplier delivers to Sun a proposal for a change in the Scope of Work, specifying any necessary adjustment of the contract price or schedule, within ten (1 O} business days after receipt of the Change Order. If Sun elects to proceed with the Scope of Work as proposed by Supplier, Sun will re-issue the Change Order specifying the changes to the Scope of Work, contract price and/or schedule. Supplier will not undertake any changes in the Scope of Work without a Change Order.

5. Management of Workers and Compliance with Laws

5.1 Supplier will be solely responsible for paying Workers for Services and will pay such Workers promptly (including making any agreed upon reimbursement of expenses}, and in accordance with applicable state and federal wage and hour laws. Supplier shall indemnify and hold Sun harmless from any claim or action brought against Sun asserting that Supplier or Sun has violated any state or federal wage and hour law as a result of this Agreement, any Purchase Orders issued -hereunder, or by the performance of Services, and from any and all damages, losses, liabilities and expenses, including reasonable attorneys' fees and costs of litigation, arising out of or resulting therefrom. ·-

5.2 Irrespective of how Supplier is compensated by Sun, it is the intent of the parties that no Worker will be eligible for any Sun-sponsored benefits, including, but not limited to, paid vacation. sick leave, medical insurance, employee stock purchase plans. bonuses, awards, or 401 k participation.

5.3 Before any Worker is permitted to perform Services on Sun's premises. Supplier will require such prospective Worker to complete and execute, the then current SunScreen Temporary Worker/Contractor Application ("SunScreen Application"), the current form of which is attached hereto as Exhibit C. Workers who have not performed Services on Sun's premises within the previous six (6} months must complete a new SunScreen Application. Sun may refuse to allow a Worker to perform Services on its premises based upon its evaluation of the information contained in the SunScreen Application.

'-;MCCIGSM~;A.ILSA 'i1fci:

·· Page2ot6


21 May 1998 JHF


5.4 Sun may at any time, with or without cause, require Supplier to remove any Worker from Sun's premises or to otherwise replace a Worker assigned to perform Services. Sun's sole liability and responsibility in connection with the replacement or removal of a Worker will be to pay Supplier for the Services actually performed by the Worker. 5.5 Sun may directly employ a Position Worker after completion by such Position Worker of a minimum number of hours or months of Services, as follows: for non-exempt Workers the earlier to occur of the completion of 504 aggregate hours or three (3) consecutive months of Services; and for exempt Workers, the earlier to occur of the completion of 1 .008 aggregate hours or six (6) consecutive months of Services. 5.6 Supplier may retain Subcontractors. Each Subcontractor will be required to complete the then current Subcontractor Application form ("Subcontractor Application"), the current form of which is attached hereto as Exhibit 0, prior to the Subcontractor performing any of the Services. The costs of processing the Subcontractor Application shall be paid by Supplier. If Sun determines, in good faith, that the Subcontractor would not qualify as an independent contractor under federal or state income tax laws, Supplier may hire the Subcontractor as an employee or refer the Subcontractor to a Sun approved payroll service as a condition of utilization of the Subcontractor. 5. 7 Supplier agrees to comply strictly with all export laws and regulations of the United States (or any other applicable jurisdiction). If Worker needs information that requires an export license from the Government in order to perform Services, Supplier must obtain such authorization prior to Worker's commencement of Services at Sun and provide a copy of the authorization to Sun upon request. Supplier will promptly notify Sun if it learns of any violations of export laws or regulations.

5.8 Supplier will comply with the provisions of the Equal Opportunity Clause set forth in 41 CFR 60-1.4(a) and Executive Order 11246 (as amended). Supplier further agrees to assign Workers to perform Services without regard to race, religion, national origin, color, age, sex, sexual orientation, marital status, pregnancy, physical or mental disability, veteran status, or any other classification protected by applicable local, state or federal employment discrimination laws. 5.9 Supplier will comply with all applicable laws and regulations in connection with the performance of the Services, including obtaining any necessary licenses or permits.

6. Taxes

Supplier is responsible for payment of all federal, state and local taxes due as a result of the performance of the Services. Supplier will report as income all compensation received hereunder. Supplier represents and warrants each Worker (except Subcontractors permitted under Section 5.6) has executed a Federal W-4 Withholding Allowance Certificate and an equivalent state personal income tax withholding form (if required). Supplier will issue and file accurate Form W-2 Wage and Tax Statements annually for each employee Worker and Form 1099 Statements for each Subcontractor. Supplier will indemnify and hold Sun harmless from any obligation to pay to any governmental entity any employer statutory taxes, withholding taxes, social security taxes, unemployment or disability insurance or similar charges or imposts (including any interest or penalties thereon) in connection with the Services, and from any and all damages, losses, liabilities, and expenses, including reasonable attorneys' fees and costs of litigation, arising out of or resulting therefrom. In no event will Sun be liable to pay sales or use tax in connection with the Services or Work Product unless Sun has agreed in writing to be liable for such taxes and such taxes are separately stated on Supplier's invoice. 7. Warranties and Intellectual Property Rights

7.1 Supplier warrants that Services: (a) will be performed by qua[ified Workers, (b) will be of a quality conforming to the highest standards in the industry, and (c) will conform to any applicable specifications in the Scope of Work. In addition, Supplier warrants that Deliverables do not contain any virus, worm or oiher harmfui code. 7.2 Supplier represents and warrants that Supplier and its Workers are, and will be, the sole developers of any Work Product; that each Work Product is original and does not infringe or misappropriate any Intellectual Property Right of any third party; that the Work Product does not violate the privacy of or defame any third party; and that Supplier has the right to make disclosure and use of all ideas, processes, designs, data, and other information disclosed or used by Supplier and its Workers in the performance of the Services and has obtained all necessary releases and assignments, including the Worker Statement described in Section 8.5. Supplier represents and warrants that Supplier and its Workers are under no preexisting obligation or obligations inconsistent with the provisions of this Agreement.

7.3 If any claim of infringement or misappropriation of Intellectual Property Rights is made by any third party against Sun with respect to Deliverables, Sun will promptly notify Supplier, and Supplier will defend, indemnify and hold Sun harmless against any and all damages, losses, liabilities and expenses, including reasonable attorneys' fees and costs of litigation, arising out of or resulting therefrom, whether or not the claim ultimately is successful.

SMCC!GSMIU.S.A.ILSA Page 3of6 21 May 1998 JHF


7.4 If Sun is enjoined, or likely to be enjoined, from using any of the Deliverables. or otherwise exploiting the results of the Services, because of a claim of infringement or misappropriation of Intellectual Property Rights of any third party, Supplier will, at its own expense, use its best efforts to (i) obtain for Sun the right to continue using such Deliverables or results of the Services; or (ii) replace or modify the Deliverables or results of the Services to make them non-infringing, so long as the replacement or modification conforms to the Scope of Work. If neither of the foregoing alternatives is commercially feasible, Supplier will accept return of the infringing Deliverables and refund all payments made by Sun with respect to the affected Purchase Order.

7.5 EXCEPT AS PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONCERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Confidentiality, Assignment of Inventions and Ownership of Work Product 8.1 Supplier and Workers will hold Sun Proprietary Information in confidence and not disclose Sun Proprietary Information to others, unless: (i) such information is generally available to the public, through no fault of Supplier and Workers and without breach of this Agreement; (ii) such information was already in the possession of Supplier without restriction prior to any disclosure by Sun hereunder; (iii) such information was lawfully disclosed to Supplier by a third party without an obligation of confidentiality upon Supplier; or (iv) Supplier can prove that such information was developed independently by Supplier without use of information disclosed by or developed for Sun and without the participation of Workers.

8.2 Supplier will: (i) not copy, sell, disclose, make public or authorize any disclosure or publication of any Sun Proprietary Information except in response to a valid subpoena or other legal process, provided that Supplier has given Sun timely written notice promptly after receipt thereof; (ii) take all reasonable and necessary steps to assure that Workers do not disclose, make public, or authorize any disclosure or publication of any Sun Proprietary Information; (iii) not use Sun Proprietary Information for any purpose other than in the performance of the Services; and (iv) return all Sun Proprietary Information to Sun no later than fifteen (15) days after the date of termination of this Agreement or the applicable Purchase Order, or upon Sun's written demand.

8.3 All Work Product and Intellectual Property Rights therein, together with any information Supplier and Workers may receive from Sun while performing Services, belongs and will belong exclusively to Sun; provided, however, that Supplier retains ownership of Supplier's Pre-Existing Work. Sun will have the sole right to obtain and to hold in its own name copyrights, patents, mask works rights, trademark registrations, or such other legal protection as Sun may deem appropriate to protect the Intellectual Property Rights in such Work Product and any derivative work thereof. Supplier agrees to attach such notices or legends to the Work Product as Sun may instruct. Sun will have the sole right to determine the method of protection of the Intellectual Property Rights in any Work Product. 8.4 Supplier agrees: (i) to disclose promptly in writing to Sun all Work Product; (ii) to assign, and Supplier hereby does assign, to Sun all rights to Work Product, including, but not limited to, all Intellectual Property Rights; and (iii) to cooperate with and assist Sun, or Sun's designee or assignee, to apply for and to execute any applications and/or assignments reasonably necessary to obtain, evidence or perfect any Intellectual Property Right in such Work Product. Supplier hereby grants Sun a fully paid-up, worldwide, unrestricted license in perpetuity to use, reproduce, modify and distribute any material or Intellectual Property Right owned by Supplier (including, but not limited to, Supplier's Pre-Existing Work) which is necessary to the full and unrestricted enjoyment or utilization of the Work Product or results of the Services. The foregoing license rights are also granted with respect to any Work Product where Supplier's assignment is precluded by law or otherwise ineffective. These obligations to disclose, assign, assist, execute and license will survive termination of this Agreement.

8.5 Supplier agrees to procure the written agreement of each Worker to the terms of the then current Worker Confidentiality and Assignment Agreement, a current copy of which is attached as Exhibit E ("Worker Agreement"), and will maintain copies of such statements available for audit under the provisions of Section 10.

8.6 Supplier acknowledges that any breach or threatened breach of this Article 8 will constitute an irreparable injury to Sun, and that monetary damages will be inadequate. Therefore, in addition to any other available rights or remedies, Sun will have the right to have an injunction issued against Supplier to prevent any further or threatened breach. Supplier hereby waives any requirement for the posting of a bond or any other security if Sun seeks an injunction hereunder. ·

SMCCIGSMIU. S.A.ILSA Page 4 of 6 21 May 1998 JHF


,•

9. Term and Termination

9.1 The term of this Agreement shall commence on the Effective Date and continue until the Expiration Date unless terminated in accordance with this Section 9.1 ("Term"). This Agreement, including any affected Purchase Order, will be terminated upon the occurrence of any of the following: (a) without notice, upon the liquidation or dissolution of Sun or Supplier; (b) upon notice, in the event of the other party's material breach of this Agreement, which breach continues uncured for a period of three (3) days following the breaching party's receipt of the non-breaching party's written notice of breach; (c) upon seven (7) days prior written notice given by either party to the other party for its convenience; (d) upon notice by Sun, if Sun receives information indicating that Supplier has given any agent or employee of Sun any compensation, gratuity, gift, remuneration or perquisite of any kind whatsoever in connection with the solicitation or award of any Purchase Order; or (e) upon notice by Sun, 1n the event of the direct or indirect taking over or the assumption of control of Supplier or of substantially all of its assets by any governmental agency or other third party. All Services will continue during the period after notice and prior to termination in accordance with the terms and conditions of this Agreement. Any notice given hereunder shall specify the number of any Purchase Orders which are terminated.

9.2 Termination of this Agreement will not cause a termination of any open Purchase Order which is not terminated, and the terms and conditions of this Agreement will continue to apply to the open Purchase Order until completed or terminated. Termination of this Agreement or the completion of any applicable Purchase Order will not relieve Supplier of its obligations under Sections 2.2, 3.1, 5.1, 1 0.2, Articles 6, 7, 8, and 9 and the relevant provisions of Article 12, nor will any such termination or completion relieve Supplier or Sun from any liability arising from any breach of this Agreement.

9.3 Upon termination of this Agreement, Supplier will be entitled to receive payment for Services rendered through the effective termination of, or satisfactory completion of, any open Purchase Order. As a condition to receiving final payment under this Section, Supplier immediately will deliver to Sun: (a) any property of Sun (including Sun Proprietary Information) in the possession or control of Supplier, or Workers. in good condition, reasonable wear and tear excepted; and (b) all Deliverables, whether finished or unfinished. Sun will not be responsible for any costs incurred after the effective date of termination of this Agreement, other than pursuant to open Purchase Orders that are not terminated. 10. Audit Rights

Upon request by Sun during the Term and for a period of seven (7) years thereafter, Supplier will furnish to Sun written evidence of Supplier's compliance with its obligations under this Agreement and the status of the Services and development of any Work Product. During the Term. and for a period of seven (7) years thereafter, Supplier further will keep proper books of record and account, in accordance with generally accepted accounting practices consistently applied, and documentation relating to the Services. Upon five (5) business days notice, Supplier will permit Sun, or an independent accounting firm designated by Sun, to examine, inspect and copy, at Supplier's facility and during normal business hours. all relevant books, records and documents of Supplier for the purpose of determining Supplier's compliance with the terms of this Agreement, the correctness of any invoices to Sun for costs and expenses, and the Services provided hereunder. If the audit discloses any material discrepancy in the amounts invoiced Sun from those actually due, Supplier shall promptly refund any overpayment.

11. Assignment

Supplier may not delegate any obligation hereunder (except to Subcontractors permitted under Section 5.6) nor assign this Agreement, in whole or in part, without the prior written consent of Sun. Any attempted assignment or unauthorized delegation by Supplier will be null and void. The rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, permitted assigns, executors, and administrators. 12. Miscellaneous

12.1 Neither party shall bring any action to enforce the terms of this Agreement except in a court of appropriate subject matter jurisdiction in Santa Clara County, California, and the parties expressly consent to personal jurisdiction and proper venue by and in such court. The prevailing party in such action will be entitled to recover its costs and expenses in connection with the action, including reasonable attorneys' fees. This Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. If any provision of this Agreement is held mvalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby. Any waiver of any provision of this Agreement, or a delay by either party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.

~ .. SMCCIGSMIU. S.A.ILSA Page 5 of 6 21 May;1998JHF


12.2 Any notice required under this Agreement will be in writing and will be sent to each party at the address on the first page of this Agreement. Notices will be effective when received and will be sent via personal delivery, certified or registered mail (return receipt requested), or via overnight courier. 12.3 A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's control, if the party gives prompt notice and makes all reasonable efforts to perform. 12.4 Supplier will not use Sun's name or logo in any form of publicity or release, or otherwise make public disclosure of the existence of this Agreement, any Purchase Order or Scope of Work, or the terms hereof or thereof, except with the specific written approval of Sun. No license to the trademarks, trade names or service marks of either party is granted under this Agreement.

12 5 This Agreement, together with its Exhibits, is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties. and, except as set forth in an accepted Purchase Order, prevails over any conflicting or additional terms of any quotation, acknowledgment or other communication between the parties relating to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. 12.6 If any inconsistencies or conflicts arise between the provisions of this Agreement, a Scope of Work or a Purchase Order, the following order of precedence shall apply: (1) the Agreement, (2) the Scope of Work, and (3) the Purchase Order.

SMCCIGSMIU. S.A.ILSA ,')\',


21 May 1998


Exhibit A - Contractor Travel Guidelines 1. •'PURPOSE

The following policy provides a framework to clarify and simplify the travel reservation, expense reporting and approval processes for business travel and expenses.

2. SCOPE

This travel policy applies to all contractors incurring travel expenses on behalf of Sun Microsystems Inc., its divisions and subsidiaries (Sun).

3. DEFINITIONS

3. 1 "Contractor· - Any Sun-approved supplier and/or any worker supplied by the Sun-approved supplier, traveling on behalf of Sun.

3.2 "Denied Boarding Compensation· - Compensation, such as a ticket voucher, offered by an airline as compensation for denying boarding to a ticketed passenger.

3.3 "Hotel "no-show" Charges" - Fees assessed by the hotel for unused reservations that were not cancelled prior to the hotel's cancellation deadline.

3.4 "Lowest Logical Airfare" - The most inexpensive airfare available at the time of booking dependent on fare availability and logical routing.

3.5 "Prepaid Tickets" - Tickets booked in advance but issued by the airline at the airport, generally on the day of departure and tor an additional tee.

3.6 "Secondary Airport" - An airport within the same metropolitan region, but less convenient than a Contractor's primary airport choice.

4. RESPONSIBILITY

4.1 All Sun Managers. and the Contractor, are accountable tor implementing this policy and ensuring adherence in their respective staffs.

4.2 All Sun and Contractor Managers, Directors, Vice Presidents and Officers are accountable tor ensuring adherence to this policy when approving business travel and expenses.

5. POLICY

Travel should only be undertaken when ordinary business communications are not sufficient to accomplish the business mission. The cost of business travel should be reasonable and comply with this policy. This document supersedes any and all previous guidelines and/or policies on business-related travel. 5.1 Travel And Expense Approval - The applicable Sun

Manager's written approval is required prior to the Contractor incurring any travel-related expense.

5.2 Air Transportation

Airfares - Contractors should accept the Lowest Logical Airfare, taking advantage of tares that carry cancellation penalties. Secondary Airports should be considered if substantial savings are available after factoring in additional commuting costs. Frequeni flyer preference is not a valid reason for rejecting the Lowest Logical Airfare. When travel is required, every attempt must be made to purchase airline tickets 21-days in advance to take advantage of the lowest possible airfare. At no time should the Contractor's airline tickets be purchased within fourteen {14) days of the travel date without the Sun Manager's prior approval. Class Of Service - All international and domestic travel shall be economy or coach class only. Any incremental cost for upgrading to a higher class will be paid by the Contractor, not Sun.

Prepaid Tickets · Prepaid Tickets are strongly discouraged, and are to be used only when approved in advance by the Sun Manager.

Denied Boarding Compensation Denied Boarding Compensation is retained by the Contractor.

MCCIGSMII.J.S.A.IMS~1)AITSA/Exhibit A Page 1 o(t

5.3 Automobile Transportation

Personal Car · Mileage is reimbursable only tor round trips exceeding 120 miles, at a rate of $.32.5 per mile. No reimbursement will be made tor any loss or damage that occurs to Contractor's personal vehicle, whether or not Contractor is travelling on business. Contractors are responsible tor maintaining their own insurance. In the event that Contractor declines to purchase insurance, Contractor will be solely liable tor any bodily injury, loss or damages. Rental Car - Compact cars should be reserved, however, if three or more passengers are in an auto, a mid-size car is permitted. Contractor is required to refuel the automobile prior to returning to the rental agency. Airport Transportation- Use of free hotel shuttle is preferred. Alternate methods of transportation, such as limousines, etc., must be approved in advance by the appropriate Sun Manager.

5.4 Insurance - All auto, travel, or any other required insurance coverage is the responsibility of the Contractor, not Sun.

5.5 Hotel Accommodations - Cost of accommodation should not exceed the general standard rate tor a single room in the area being visited. Guarantee of hotel room reservations will be made with the Contractor's credit card. The Contractor is responsible tor all Hotel "No-Show· Charges.

5.6 Credit Cards - The Contractor is responsible tor the timely payment of all charges to his/her credit card. Late charges on credit cards are the responsibility of the Contractor and will not be reimbursed by Sun.

5. 7 Receipts/Invoicing - Receipts are required to supporl all expenses. which must be itemized on the Contractor's invoice detailing the purpose of the trip.

5.8 Meals - Actual meal expenses will be reimbursed if original receipts are provided. and the meal costs are reasonable for the area in which the expense is incurred. Business entertainment expenses related to Sun are reimbursable only if reasonable and approved in advance by the appropriate Sun Manager.

5.9 Direct Bills - Contractors are not allowed to direct bill any expenses to Sun. This includes, but is not limited to hotel, auto or limousine service. All travel expenses will be paid by the traveller at the time of service.

5.10 Telephones - Business telephone calls dealing with Sun business are a reimbursable expense while traveling.

5.11 Miscellaneous Travel Expenses · Reasonable miscellaneous travel expenses such as tips/gratuities are reimbursable, and if meal related, are to be reported in the cost of the meal. Personal travel combined with business travel is permitted at either end of a business trip when authorized in advance by the appropriate Sun Manager. Any costs {i.e. hotel. automobile, additional airfare, long distance calls, meals, etc.) associated with personal iravei are not reimbursat?le by Sun. Detailed information must be provided in the Contractor's . invoice regarding any airfare differentials between the business and personal travel. Any differences will be the responsibility of the Contractor. Reasonable laundry expenses will be reimbursed while traveling on Sun business if the required stay is longer than one (1) week.

5.12 Non-Reimbursable Travel Expenses Airline club fees

Rental Premium Services (fee charged) Magazines, movies and newspapers Home maintenance and family care expenses

Medical expenses. persona/legal charges, traffic violations Lost, damaged or stolen personal items. including, but not limited to luggage, cash, wallets, clothing and briefcases.

(End of Document)

ISMay 1998JHF


Exhibit-B-InveiGing Guidelines

The following constitute the guidelines which should be adhered to by Suppliers in sending invoices to Sun for Services. Failure to follow these Invoicing Guidelines may result in delayed payment to Supplier. Capitalized terms used herein shall have the definitions set forth in the Terms and Conditions of the applicable agreement between Sun and Supplier. 1. All Supplier Invoices should be in writing and should be sent to the following, with a copy sent to the appropriate Sun Manager:

Sun Microsystems, Inc. Attention: Accounts Payable P.O. Box 7550 Mountain View, CA 94039-7550

2. Invoices should not be sent more frequently than weekly.

3. All invoices must reference the Purchase Order Number. Failure to reference the proper Purchase Order Number will result in invoices being returned to Supplier unpaid.

4. When Services have been performed by more than one of Supplier's various business units under a single Purchase Order, the invoices shall be consolidated by Supplier prior to submission for payment. 5. Invoice amounts for applicable taxes shall be listed as a separate line item.

6. Invoices for Services where payment is based on the hours of Services performed by Workers shall contain the full name and Social Security number of each Worker, with a separate line item stating weekly quantity of total Straight Time hours, Time-and-one-half hours. and Double Time hours worked by the Worker, and shall be documented by time cards which are executed and signed by the Worker, approved by the Sun Manager, and maintained by Supplier. 7 A statement should be delivered with each invoice stating that in accordance with applicable law (a) Supplier has paid, or will pay, its Worker(s) for the Services; (b) Supplier has made, or will make, all required tax withholdings from its Worker(s); and (c) Supplier has paid, or will pay, any required tax contributions pertaining to its Worker(s).

8. Upon discovering any discrepancy in an invoice or payment, Supplier will promptly notify Sun so that the parties may undertake promptly to resolve the discrepancy. Payment of any discrepant invoice shall not be deemed overdue during such time as Sun is using reasonable efforts to resolve such discrepancy, and the time for payment shall be extended during the period Sun is undertaking to resolve the discrepancy. 9. Sun shall be entitled to withhold payment of any invoice. or portion of an invoice, where Supplier has tailed to submit proper documentation or where the amount of the invoice is disputed by Sun. Sun shall notify Supplier of such action and shall work with Supplier to promptly resolve any dispute. The time for payment of the invoice shall not commence until proper documentation has been submitted, or the dispute has been resolved.

10. Expenses incurred by Supplier in connection with the performance of Services generally shall be considered a cost of doing business. Reimbursement of specific expenses shall only be made if reimbursement of that expense is approved in writing by the Sun Manager in advance of being incurred; and if such expenses are reasonable in amount. All reimbursable travel-related expenses must be in accordance with Sun's Contractor Travel Policy, .. -attached as Exhibit A, in order to be eligible for reimbursement. Invoice amounts for reimbursable expenses shall be listed as a separate line item on Supplier's invoice.

:MCC1(3.$Mil.JS.A.IMSAILSM:$NExhibit B Page 1 of 1 18May 1998JHF


Exhibit C - Sunscreen-Temporary/Contractor Application & Fax Cover Sheet

·~

OSun ~ microsystems

Fax Information

I Date Time Sent

Sunscreen Fax Cover Sheet

Fax Number: (408) 544-0512

Total# of Pages

r-------:---:---::-----------------------------------------. • How to submit a Sunscreen

1 . Have the candidate complete the appropriate application: Sun Hires = Sun Employment application Temps and Contractors = Temporary/Contractor application

2. Review the application for completeness, legibility and signature date not over 60 days 3. Requestor information MUST be complete.

4. Submit the application, resume (for Sun hires), and this cover sheet to Sunscreen.

5. Sunscreen has a 2-3 day turn around time. Due to restrictions from our vendors, there is a 1 :30 pm cut off time. Any applications submitted after the cut off will not be started until the following business day.

Requestor I information

Hiring_ Manag_er Full Name

I I Employee#

I I Department #

Employee#

I I Title

Human Resources Re resentative Full Name Employee# I Title

For additional applicants, please use an additional cover sheet

Applicant #1 Information

' ! Full Name

I Social Security Number

Applicant #2 Information

II Sun II Temp

II Drivers License Number

~F-uii_N_a_m_e ___________ ____~ll Sun II Temp

'-'-S-oc-ia_l_se_c_ur-ity_N_u_m_b_er ______ __jll Drivers License Number

II Contr

II Agency

II Contr II Agency

I I Extension

I I Extension

I I Extension

II State

II State

I II

I

REV 3.98 Page 1 of 4


···Sun microsystems

Sunscreen Temporary I Contractor Application

Rev3.98

Please print and complete this application thoroughly and neatly. If it is not complete or legible, it can not be processed. Circle or check questions with listed options such as "yes" or "no". The number of pages required to print this form may depend on your browser and printer settings. Please write your name at the top of each page before faxing. Please fa>< ALL PAGES including this heading.

Last Name: First Name: Middle Name:

Please list any other names that you have been known by (AKA's, aliases, maiden names, etc.):

Current Address: Home Phone Number: ( )

City: State: Zip Code: Work Phone Number: (_)

Please list all previous addresses where you have lived during the past 5 years:

Social Security Number: Drivers License Number: State: Month and Day of birth:

Have you held any other drivers licenses within the past 5 years? Yes No If yes, please list states and license numbers:

Have you ever worked at Sun ?: No Yes If yes, you were a: Temp Contractor Employee

Employment History: 1. Present (or most recent) Employer: City and State: Position: Start Date: End Date:

2. Previous Employer: City and State: Position: Start Date: End Date:

3. Previous Employer: City and State: Position: Start Date: End Date:

REV 3.98 E- Page 2 of 4

... ~ ~·· ,-,,


1.

2.

Have you ever been convicted of a misdemeanor or felony OTHER THAN:

Convictions for which the record has been judicially expunged, sealed or eradicated

Misdemeanor convictions for which BOTH the probation has been completed or otherwise discharged AND the case judicially dismissed; or

Misdemeanor marijuana convictions that are more than two (2) years old?

If "yes", please list dates, places, charges and disposition:

Are you currently pending trial for any misdemeanor or felony offense for which you are out on bail or your own recognizance?

If "yes", please provide us with information regarding your charge, expected date of trial, trial location and an estimation of trial length:

Yes No

Yes No

3. Note: Do not include information regarding your participation in a pre or post trial diversion program.

Convictions include pleas, verdicts or findings of guilt (whether or not a sentence is imposed by the court). A conviction or current arrest is NOT an automatic disqualification from assignment. However, we do check this information and any misstatement, falsification, or material omission of information you have made may result in your failure to be approved for this assignment or the immediate termination of your assignment.

If you are unsure of how to complete this section, please consult with your attorney prior to signing this form. Please consult with your hiring agency if you need more time to complete this form.

Agency Hiring Manager: Position: I

I Can you show evidence of the legal right to work in the U.S.? !Yes !No J

REV 3.~8 Page 3oM


'.

jAre you a citizen of any of the countries listed below? jves jNo

Albania Armenia Azerbaijan Belarus Bulgaria Cambodia Cuba Estonia Georgia Iran Iraq Kazakhstan Kyrgyzstan Laos Latvia Libya Lithuania Moldavia Mongolia North Korea People's Republic of China Romania Russia Sudan Syria Tajikistan Turkmenistan Ukraine Uzbekistan Vietnam

I certify that all statements I have made on this application and any resume or other supplementary material submitted with this application, or other supplementary material are true and correct. In the event that I am placed on a temporary/contractor assignment at Sun Microsystems, Inc., I authorize Sun Microsystems, Inc. to investigate the accuracy of the information on my this form by contacting any person or organization, and I release Sun Microsystems Inc. and all persons and organizations from all claims and liability whatsoever arising from such an investigation. I acknowledge that my assignment at Sun Microsystems, Inc. is conditional upon the results of such investigation and upon my execution of the Worker Confidentiality and Assignment Agreement required for assignment to Sun Microsystems, Inc. If such Investigation results in the disclosure of misleading or false information supplied by me, Sun Microsystems, Inc. may refuse this assignment, or if already assigned, may terminate my assignment.

Nothing on this Application creates a relationship of employment between me and Sun; rather I acknowledge that, at all times during my assignment I will be an employee of Hiring Agency/Self-employed and that I will not be eligible for any benefits of employment from Sun including, but not limited to, wages, vacation, paid or unpaid leave, or participation in any Sun employee benefit plan. I acknowledge that this temporary or contract assignment is not a guarantee or representation that I will become an employee of Sun and that any statements or representations made to me with respect to such employment are not binding on Sun Microsystems, Inc. unless and until a written offer is made to me from the Human Resources Department of Sun Microsystems, Inc.

I have read and understand the foregoing statement.

Signature: Date:

REV 3.98 of 4


"~---~Sun microsystems EXHIBIT 0

SUBCONTRACTING APPLICATION FORM

TO BE COMPLETED BY LABOR SERVICE SUPPLIERS (MSA OR LSA) WHEN SUBCONTRACTING LABOR TO SUN MICROSYSTEMS*

*PLEASE NOTE: There will be a $300 processing fee for each screening of a Sub-Contractor payable to PrO Unlimited.

INSTRUCTIONS: Please complete and sign this form, attach the requested documents and forward the package to :

PrO Unlimited FAX#: (650) 401-6383 Screening Desk 1350 Old Bayshore Hwy., Suite 350 Burlingame, CA 94010

If you have any questions please call the Screening Desk at (650) 373-2412 or e-mail: [email protected].

Labor Service Supplier's Information:

Business Name: ----------------------- Phone:-----------------Contact Person: E-Mail:------------------

Federal employer Tax ID #:----------------State Employer Tax#:-----------------

****************************************************************************************************************** Sub-Contractor's Information:

Business Name(ifapplicable): _____________________________________ _ Contact Person:----------------E-Mail:------------------

Phone: ______________________ _

Address:

City:-------------------- State: ___________ _ ZIP:---------

Federal Employer Tax ID #: __ ------------- State Employer Tax#: ----------------

Type of F1rm: 0 Sole Proprietorship 0 Partnership 0 LLC 0 CorporatiOn 0 Other----------------

*****************************************************************************************************************VVorker' Worker's Information:

Name: ________________________ Phone: ____________________ _ Address: ____________________________________________ ___ City:------------------ State:------------ ZIP: _________ _

Federal Employer Tax ID #: ___ ------------:-:--::-:-:-Taxpayer SSN #: -------------- E-Mail:-------------------------

State Employer Tax#:

Worker's relationship to Sub-contracting firm: 0 Owner 0 W-2 Employee 0 Non-employee I I 099 Recipient

****************************************************************************************************************** Sun Manager's Information:

Sun Manager's Name: ------------------ Phone: --------------------E-Mail:

A I tern ate Contact:------------------- Phone: ---------------------E-Mail:

ver 4/13/00


THE FOLLOWING QUESTIONS ARE ABOUT THE SUBCONTRACTING BUSINESS

Please provide a brief description of the work to be performed:

CLIENT LIST: Please provide the names of three (3) clients (other than Sun) for whom you have provided similar types of services in the past 12 months as an independent contractor (1099 recipient). I. 2. 3.

MARKETING:

How do you market your services? Please check all that apply: 0 Yellow Pages 0 Word of Mouth 0 Networking 0 Web Page 0 Brochure 0 Other --------------------------------------------------------------INVESTMENT:

How many employees (paid via a W-2) do you currently have? --------------------

What is your estimated investment in the tools and equipment necessary to perform the services provided to Sun? ------What type of tools and equipment do you have?------------------------------------------------------

Do you have a 0 leased I owned office space? 0 home office?

Has the subcontracting business (or any of its principals) or the Worker applied to do business with Sun Microsystems, Inc?

0 Yes 0 No If yes, please explain: -----------------------------------------------------------

Is the worker covered under your Workman's Compensation Insurance? 0 Yes 0 No If no, is the worker covered under his I her firm's Workman's Compensation Insurance? 0 Yes 0 No

Has the Subcontracting firm or the Worker ever been involved in any legal litigation with Sun Microsystems, Inc., OR its subsidiaries? 0 Yes 0 No If yes please explain: ---------------------------------------------------

Is the Worker a W-2 employee Of the Subcontracting firm? 0 Yes 0 No

Answer the following questions if the Worker is not the subcontractor's W-2 employee. The following questions concern the Worker's and his I her relationship with Sun.

I. Has the Worker ever been employed as an employee of Sun? 0 Yes 0 No work he/she performed as an employee and dates of employment.

Dates of employment- From: ________________ _ To: -----------------

If yes, please give a description of the scope· of

Does the Worker or his/her firm represent itself to the public as being in business to perform the same or similar services to those being provided to Sun? 0 Yes 0 No If yes, how are those services marketed?

2. Does the Worker or his/her firm actually perform similar services for other firms? 0 Yes 0 No If yes, then: ver 4113100


.• Estimate percentage of non-employee income ( 1 099) from other firms for the current year: ----------------

3. What is the expected duration of this project? Start date: End Date: ---------------- ------------------What is the projected amount to be paid for the Worker's services?

4. Do you expect Sun to provide office space or support services (phone, fax, e-mail, clerical, etc.)? 0 Yes 0 No

5. What percentage of time will the Worker perform his/her services on Sun premises or designated site? Please indicate the reasons the Worker will be on site:

6. Does the Worker or his/her firm have a significant investment in tools, materials, office space and equipment required to complete the task? 0 Yes 0 No If yes, please describe this investment:

Does the Worker or his/her firm have a 0 leased office 0 home office?

7. What are the terms of payment from the Labor Service Supplier to the subcontracting firm or Worker- is payment based upon:

0 "what" they produce- flat rate per agreed upon deliverable(s) OR

0 passage of time - paid by the hour, day or month.

8. Is the Worker required to work set hours or to perform the required services in a sequence/routine outlined by Sun? 0 Yes 0 No If yes, please explain:

9. Does Sun have the right to require the Worker to comply with significant instructions as to how the work is performed? 0 Yes 0 No If yes, please explain:

10. Does Sun expect that the Worker: 0 will hire and pay assistants I helpers, at his/her own discretion and cost.

OR 0 must provide the services personally.

l l. Has the Sub-Contractor (or any of its principals) or the Worker applied to do business with Sun Microsystems, Inc.? 0 Yes 0 No If yes, were they approved? 0 Yes 0 No If no, please explain:

12. Is the worker covered under your Workman's Compensation Insurance? 0 Yes 0 No under his/her firm's Worker's Compensation Insurance? 0 Yes 0 No

If no, is the worker covered

14. Has the Sub-Contractor or Worker ever been involved in any legal litigation with Sun Microsystems, Inc. OR it subsidiaries? 0 Yes 0 No If yes, please explain:

ver 4/13/00


·· Exhibit E - WorkerCtfnfiaentiality and Assignment Agreement .. I. have been assigned by ("Contracting Party"). to perform services for Sun Microsystems, Inc. or one of its divisions, subsidiaries or affiliates ("Sun") pursuant to an agreement between Sun and Contracting Party (the "Services"). In consideration of the payments received by me from Contracting Party for performing the Services, and as a condition to my being permitted to perform the Services for Sun. I hereby agree and represent as follows:

1. Confidentiality. I agree to keep confidential and not to disclose or make any use of, except for the benefit of Sun. at any time either during or subsequent to my performance of the Services. any trade secrets or confidential or proprietary mformation of Sun, including without limitation knowledge, data. or other information relating to products, processes. know-how. techniques. designs, formulae, test data, costs, customer lists, employees. business plans, marketing plans and strategies, pricing, or other subject matter pertaining to any existing or contemplated business of Sun or any of its

employees, clients, customers, agents, or independent contractors performing services for Sun, which I may produce, obtain, or otherwise acquire during the course of the Services ("Sun Proprietary Information"). Upon the termination of my performance of the Services. I agree to promptly surrender and deliver to Sun all copies of records, materials, equipment, drawings, documents. and data of any nature pertaining to Sun Proprietary Information.

2. Assignment of Work Products. As used herein, ·work Product" shall include but not be limited to ideas rrnprovements, designs. discoveries, inventions (whether or not patentable). developments, works of authorship or artistry (rncluding software. drawings. specifications, data, manuals. notes and other documents) and other work product made, authored, conceived or developed by me, alone or with others. whrch result from or relate to the Services, including any developed product, technology or materials. I hereby assign and transfer to Contracting Party my entire right, title, and rnterest in and to all Work Products, whether or not used by Contracting Party or its assignees, which are reduced to practice, made or conceived by me (solely or jointly with others) during the period of the Services, which relate in any rnanner to the business, products, technologies, techniques. processes. services, or research and development of Sun or which result from the Services ("Assignable Work Products"). Not included in Assignable Work Products are those Work Products made by me while performing work for companies 'Jther than Sun, in hours during which I am not actually uerforming Services, and for which no fee will be charged to Sun, as long as those Work Products have not been based, lrrectly or indirectly, on Sun Proprietary Information. I .mderstand that Contracting Party will assign its rights in and to ·\ssignable Work Products to Sun. I agree that all Assignable Nork Products are the sole property of Contracting Party or its 1ssignee, Sun. Assignable Work Products do not include 110se inventions excluded by the provisions of Section 2870 of ne California Labor Code (a reprint of which is included in the rltached Schedule A), if applicable. I agree to preserve and ·rotect any Assignable Work Product as Sun Proprietary 1formation.

agree to disclose each Work Product promptly in writing to ontracting Party (which will in turn disclose them to Sun), :gardless of whether I believe the Work Product is an ssignable Work Product or is excluded under Section 2870, in 'der to permit Contracting Party and Sun to determine rights • which they may be entitled under this Agreement.

IACCIGSMIU. S.A /Mf£A!LSA.!TSA!Exhibit a·

I agree to assist Contracting Party and Sun. upon request and at Contracting Party's expense. during and after the completion of my performance of the Services, in every reasonable way, to obtain, evidence or enforce for Sun's benefit patents. trademarks, copyrights, mask work rights or other proprietary rights for Assignable Work Product in any and all countries. 1 agree to execute such papers and perform such lawful acts as Sun deems to be necessary to allow it to perfect all rights. title, and interest in Assignable Work Product, including but not limited to executing, acknowledging, and/or delivering to Sun, upon request and at Contracting Party's expense. applications for registration and assignments of Assignable Work Product. and intellectual property rights therein, in any and all countries. I agree that my time for such assistance will be compensated by Contracting Party at my regular hourly rate for the Services or. if such assistance is rendered after I have completed the Services. at my final rate of compensation for those Services. 3. Waiver of Moral Rights. I hereby waive and agree never to claim or assert any Moral Rights with respect to Assignable Work Product. As used herein, "Moral Rights" means any rights of paternity or integrity with respect to Assignable Work Product; any right to claim authorship of Assignable Work Product; any right to object to or prevent any distortion, mutilation or modification of, or other derogatory action in relation to Assignable Work Product, whether or not such would be prejudicial to my honor or reputation; any right to withdraw from circulation or control the publication or distribution of Assignable Work Product; and any similar right existing under judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral" nght 4. Maintenance of Records. I agree to keep and maintain adequate and current written records of all Work

Product made by me, during my period of assignment to Sun. for Sun (in the form of notes. sketches, drawings, and as may be specified by Sun) which records shall be available to and remain the sole property of Sun at all times.

5. Pre-Existing Works. It is understood that all Work Product which I made prior to my period of assignment to Sun and which are disclosed on Schedule A ("Pre-Existing Works") are excluded from the scope of this Agreement. Set forth on Schedule A is a list of all my Pre-Existing Works. including an identification of all patents and patent applications, copyright. trademark and mask work right registrations, and a brief description of all unregistered Pre-Existing Works. I represent that the list is complete and that, if an item is not on the list. I claim no right in such Pre-Existing Works. I agree to notify Contracting Party and Sun in writing before I make any disclosure or perform Services which use or appear to threaten or conflict with proprietary rights I claim in any Pre-Existing Work. In the event of my failure to give such notice, I agree that I will make no claim against Contracting Party or Sun with respect to such Pre-Existing Work.

6. Intellectual Property of Others. I will not disclose or make available to Contracting Party or Sun, or use or induce Contracting Party or Sun to use. any idea, information, material or other property belonging to any previous employer or other third party. I represent that my performance of services for Contracting Party and Sun does not, and will not, breach any agreement to keep in confidence any information acquired by me in confidence prior to my performance of Services and does not, and will not, use the intellectual property of any third party.

18 May 1998 JHF .


:

Pl~~se attach the following documentation:

SUB-CONTRACTOR'S:

0 Business License (if required by the municipality in which the business is located) 0 Articles of Incorporation OR 0 Fictitious Business Name Statement (if required by local ordinances) 0 Business Card 0 Client reference list of at least three clients (not including Sun Microsystems or the Labor Service Supplier) 0 The appropriate insurance - listed below

MUST NAME SUN AS TYPE OF INSURANCE AMOUNT OF COVERAGE ADDITIONAL

REQUIRED INSURED Workers Compensation Insurance If required in the state where $500,000 Services are to be performed Per accident I per disease N/A

J If you are a principal of the contracting firm and are not required to j have Workers Compensation under State Law please provide ( verification that you have personal health insurance N/A NIA ! Commercial General Liability Insurance Combined single limit per ' Coverage for contractual, bodily injury and property damage occurrence: i

liability arising out of products and/or Services. $2,000,000 (Corporations, YES NOTE: Sole Proprietors may use Homeowner Liability Insurance Partnerships, LLCs & LLPs) with a specific endorsement to provide coverage for business $500,000 (Sole Proprietors) activities. Business Automobile Liability Insurance Coverage for bodily injury and property damage liability arising out Combined single limits not less

: of the use by or on behalf of Service Provider, its agents and than: NO ; employees of owned, non-owned or hired automobile(s). NOTE: $500,000 (Sole Proprietors) ! Sole Proprietors may use Personal Automobile Liability $1,000,000 (Corporations, · Insurance Partnerships, LLCs & LLPs)

Professional Liability Insurance NOTE: ONLY required for licensed professionals providing 12rofessional services, such as Attorneys, Architects, CPAs, etc. Combined single limit per NO Covering liability imposed by law or by contract arising out of an occurrence: error, omission or negligent act by Service Provider, its agents or $2,000,000 employees in the performance of professional services. If the coverage is on a claims-made basis, coverage must continue for at least one (I) year after final acceptance of the services.

Please confirm coverage by submitting, with this Application For, Certificate(s) of Insurance that the foregoing insurance policies are in full force :and effect and, where required, that Sun is named as an additional insured as follows:

Sun Microsystemsl Inc. and its subsidiariesl directorsl officersl emQloyees and agents 901 San Antonio Rd., Palo Alto, CA 94303

NOTE: Any other wording will result in a delay, while the Certificate(s) of Insurance are returned for correction.

We certify that the information provided on this application is true and correct to the best of our knowledge. We hereby authorize Sun Microsystems, Inc. or it agents, to investigate the accuracy of this information. We further allow them to gather data necessary to . · include credit records that they deem necessary in order to verify this information. We understand that any falsification of information contained in this application may be grounds for termination of any agreements between our companies.

Labor Services Supplier (Please Print)

Signature

Signature

ver 4/13/00

Title Date

Sub-contracting firm (Please Print)

Title Date


•

7. Not a Sun Employee. I understand and agree that nothing in this Agreement creates an employment relationship between Sun and me. I acknowledge and agree that I will not be a Sun employee or eligible for any benefits of employment from Sun, including, but not limited to, wages, vacation, paid or unpaid leave, or participation in any Sun employee benefit plan. I further acknowledge and affirm that Contracting Party is, and will be, my sole employer with respect to the Services.

B. Enforcement of Agreement. I admit that monetary damages for any breach or threatened breach of this Agreement are inadequate and that any breach or threatened breach will constitute an irreparable injury to Sun. In addition to all other rights provided by law to which Sun may be entitled,

Signature:

Name [Print]:

ACKNOWLEDGED AND AGREED:

Contracting Party

By:

Name [Print]:

Title:

Sun will have the right to have an injunction issued against me to prevent any further breach. In the event that Sun seeks an injunction to enforce my obligations under this Agreement. 1 hereby waive any requirement for the posting of a bond or any other security.

9. Entire Agreement. I agree that this Agreement reflects my entire agreement with Contracting Party and Sun regarding its subject matter and supersedes any previous oral or written communications, representations, understandings, or agreements with Contracting Party or Sun regarding its subject matter.

Date: _______ _

Date:


SCHEDULE A

Section 2870 of the California Labor Code

(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment. supplies. facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business. or actual or demonstrably anticipated research or development of the employer (2) Result from any work performed by the employee for the employer

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a). the provision is against the public policy of this state and is unenforceable.

LIST OF PRE-EXISTING WORKS

Title Date Identifying Number or Brief Description

MCCIGSMIU. S.A./MSAIL$4/TSA!Exhibit 8 Page 3 of 3 18 May 1998 JHF


1 U ~ Bl'l NO. P. 01

Sun Microsystems~ Inc.

e

Re~e i vecl 1Z-05-200Z 10; 17 From- To- 001




DATE ENTERED

BYDEPUTY CLERK

469

FAX NO.

'· ' "'-·--·

PrO UNLIMITED EMPLOYEE SERVICES AGREEMENT (PROGRAMME:RS - COMPUTER PROFESSIONALS)

P. 02

In consideration for the hiring of and employment by PrO Unlimited, Inc. C'Emplo~er''} of the undersigr ~d employee (''Employee") and the undertakings hereunder, the parties agree as follows:

1, Employer is engaged in the business of providing services to Sun Microsystems, Inc. ("Cilenr'). Employee is presently seeking a position with Employer to work providing Employee's services to Client.

2. The employment contemplated herein shall be carried out by Employee at either the offices of theE mployer or at Client's facilitles or other locations design:ated by Employer.

3. Employer agrees to pay Employee at the hourly rate of$ $0 per hour. Unless otherwise agre 1d, Employee understands that:

a) Employee is 'entltled to re:celve overtime on a straight rate basis. b) The time records Of the Employer shall be conclusive as to the time worked by Em 'loyee, unless

the time records have been Incorrectly or fraudulently prepared by the Employee. c) Employee will accurately complete and sign the time record each week and will obtG n an approval

of the time record from an authOrized representative of Client. d) In the absence of comph!te and accurate verified time records, the Employer can lot accurately

determine the number of days. worked and corresponding wages, and no wages shall be lue and owing Employee unless and until the Employee completes, signs, gains Client's approval ;;ignature and forwards the time record in accordance with Employer's instructions.

4, If for any reason Employer or Client dQterrnine that Employee is unacceptable for assignment to Clie 1t•s facility, this Employee Services Agreement shall immediately become null and void and Employee waives any 1 ause of action against Employer or its Client due to nonacceptance.

5. Any and all ideas, discoveries, inventions (including but not limited to improvements and modification :}, trademarKs, copyrightable material or plans ("Intellectual Property") relating in any manner to the actual or anticil ·ated buslness operations of Cli~nt ; or to work performe(l by Employee; or relating to matters disclosed to Employe t in connection with work to be performed; or suggested by such matters. whether or not patentable, which sl ch Intellectual Property is made or conceived by Employ,ae, solely or jointly with others, during the term of Employej 's employment (regardless of whether conceived or developed during working hOurs), shall be'the property of Client and such Intellectual Property shall be promptly disclosed In writing to client. Employee shall, durlr g Employee's employment, or any time thereafter, provide Client with all documents, information and assistance re luested for the filing preparation, prosecution or defense of any legal action or application pertaining to such lnteiiE ~tual Property. patent applic:;ations and letters patent issuing thereon. Employee shall, In addition to the foregoin~ . upon request of Cllent, execute and deliver to Client clnd take such other action at Clienrs expense as may b', necessary or appropriate to establish. register, record or otherwise document Client's ownership of the lntelleel Jal Property in the United States and/or foreign countries. ·

6. All information penalning to Employer, tlr its Client's lnvention:i, designs, tools, equipment, unpl olished written materials, plans, processes, costs, methods, system improvements, or other private or confidential n atters obtained by Employee in the performance of Employee's work, which is not publicly disclo~ed by Employe or Client shall be considered confidential and proprietary. Employee shall not disclose et any time such informati1 nor the nature of the service Employee renders to Client, except to authorized repre~entatives of Employer 1r Client. The foregoing provisi~n in this paragraph shall be In effect during and after such employment and shall b ' for the benefit of Employer and/or its Client. Upon connpletion of Employee's work hereunder, Employee will re urn all papers, records or other documents, including alii copies thereof to Client

7. If Employee is employed In California, Intellectual Property does not include those Inventions e (eluded by the provisions of Section 2870 of the Califomla Labor Code and Included in schedule A attached heret' and made part hereof. For purpoaes of this Agreement, in Californiot, any reference to "employer'' stated on Sec 10n 2870 of the California Labor Code shall mean "Client." For those employees employed In California It Is undf rstoad that all

Rece i vecl 12-05-2002 10: 17 From- To- Pa1e 002


·,.

FAX NO. P. 03

·, __ / Inventions which Employee made prio1~ to Employee's assignment to Client am excluded from the scope of this Agreement. To eliminate any pos5ib1E~ uncertainty, Employee has set forth on Schedule A, attac hed hereto, a cornptete ti~t of all of Employee's prior Inventions Which are Employee's property, including an h entification of all patents, and patent applications, copyright, trademark and mask worK right registration~ , and a brief description of all unregistered Jnventkms, Employee represents that the list is complete and th 1t if an item is not on the list. Employee claims no right In such prior Invention. Employee agrees to notify Empie ~er and Client in writing before making any disclosiJre or performing any work at or tor Client which uses lr appears to threaten or conflict with proprietary rights Employee claims In any Invention. In the event of Emt loyee's failure to give such notice, Employee agrees that Employee will make no claim against Employer or Clie It with respect to any such Inventions. If Employee Is not umployed In California thla paragraph and Sche lule A do not apply.

B. Employea agrees not to disclose or make :available to Employer or Client or use or induce Employer f r Client to use any trade secret, confidential or propriet~uy information or material belonging to any previous em1 Ioyer or other psrson or company. Employee represents that Employee's performance of services for Employer a 1d Client does not and will not breach any agreement Including but not limited to the reqUir@ment that Employee 1<ee1 , In confidence any information, knowledge or data acquired by Employee in confidence or in trust prior to the 1ssignment to perform the services for Client.

9. In the event the Employee has or rcccivG~s a professional license or certification, during the term' f employment hereunder, Employee agrees not to pra(ltice pursuant to such professional license or sign or afl x Employe9's professional seal, license, or certification ~l any documents, drawings, specifications, or other instrun ents on behalf of the Employer or the Client.

1 o. Employ9e shall be bound by any applicalole rules, regulations or policies established by Client at' •hose place of business Employee performs services, a1s well as those rules, regulations or policies established by Employer. However, Employee recognizes and agmes that Employee is not an employee of any Client of the Employer and will look solely to Employer for any emplc1yee benefits to Which Employee or Employee's family mi 1ht be entitled.

11. This Agreement shall be tannlnabla at will by either party. Employer shall have the right to mocm r any provision of this Agreement by giving written notice to Employee of the proposed modifications at least one {' ) weeK prior to the effective date of such modification. If Employee continues to work for Employer after the specifiec effective date, employment shall be under the terms of this Agreement as so modified, with the same force :. 1d effect as if Employee had executed the Agreement :~o modified. Employee's rate (Paragraph 3) may be mod fled by mutual con:;;ent of the Employee and Employer, in whioh event this Agreement shall be deemed modified s ~cordingly and shall continue as so modified, in full force ;~nd effect. Employee's acceptance of such rate shall be dE emed effective if Employee continues to work for · Emplo~·er after being compensated under the new rate or having ~ ccepted a new assignment which assignment ~arries a •·ate different than that stated herein.

12. To the extent permitted by law, Employe,e, on Employee's own behalf and on behalf of EmployeE s successors. executors, heirs, and assigns, waives any and all rights Employee has, or may have to claim or assf rt a claim, suit, action, or demand of any kind, nature or description, including without limitation claims, suits, actio rs or demands for personal Injury or death whether arl~:ing in tort, contract, or otherwise, against Client or Clie1 t's customers, contractors, subcontractors, repree;entatives, agents, officers, directors, or employers (collectivell referred to as "Client") resulting from or arising directly or indirectly from Employee's 9mployment with Emplo~ er. Employ9e recognizes and agrees that the Employer provides workers' compensation coverage for such thing ~ as on-the-job injuries or occupational diseases, incurre1d while on assignment for the Employer and agrees to lo 1k solely to the Employer and/or its insurer for damages and/or e)(penses for such illness, in jUly, or other claims in ·.urred while on assignment covered by said workers' compensation policy. The extent and applicability of actual c :werages shall be ln accordance with applicable atato law und policy term~ and conditiona. Employee agrees that ~uch coveragQ Is adequate and fully compensatory i!nd, therefore, releazes Employer and its Client from any oth lr liability.

13. The provisions of this Agreement, and o:my portion thereof, are severable it being the Intention of th , parties that if, for any reason, any such provision is held to be invalid in a final, unappealable ruling Issued by a tribunal with competent jurisdiction in a proceeding 1o which Employer Is a party, such invalidity shall not a feet remaining provisions, which shall remain ln full for-ce and effect as though such invalid provision had not I een contained herein.

2

Re~eivea 1Z-05-ZOOZ 10;17 From- To- Pau 003


, .. FAX NO. P. 04

,_/

14, Employee's obligations and representations Which by their nature are Intended to continue beyond termination of this Agreement including without limitation paragraphs 4, 5, 6, 7, 6, 10, 11, 12, 13. 14, 17, and 1 :herein, shall survive terminatio·n of this Agreement.

15. Employee recognizes that Employer may vequire drug testing In accordance with Employer's policie~ or as required by Client. Employee agrees that he will s.ubmit to such testing as a condition of employment and c 1mply with the provisions of Employers Substance Abus.e Drug Free Workplace Policy, copies Of Which have bee ' provided.

16. The term "Employee" as used herein is ;applicable to the masculine and feminine as the case m: .y be; and the masculine usage includes the feminine as the case may be. All references In this Agreement to' :=mployer'' are intended to 1nelude Pro Unlimited, Inc., it::; parent. subsidiaries, affiliates, employer of record of he Employee, agents and/or representatives.

17. This Agreement shall at all times be construed in accordance with the laws and legal deoislons of tt ;: state of New York.

18. This Agreement and any riders hereto constitutes th9 entire agreement between the parties, and s 1persedes any statements, agreements or representatic1ns mad9 prior to or contemporan9ously herewith. Any a nendments or modifications must be in writing to be efft;!ctive.

Date:

Date: _.;;..ts'f.._l '1-loo"""'---1

3/17/99 SUNEMP-P

3

Rllr;!l i V!IC 1 Z-05-ZOOZ 10; 17 From-


PrO Unlimited, Inc. (uEMPLOYER")

/'-;J Title: .....L~~~~::=._::::_ ~L ~, L

("EMPLOYEE")

s~m A .·+kmfY\e.. t Print Name

/{,#=4 ?h::::e. -~ Signature of Employee

To- Pau 004


FAX NO . P. 05

. J ~~

THIS SCHEDULE A SHALL ONLY BE! COMPLETED IF YOU ARE EMPLOYED IN CJ .LIFORNIA SCHEDULE A

SECTION :Z870 of th& California Labor Cod&

(a} Any provision in an employmEmt agreement which provides that an employee shall ass ~n or offer to assign ar'IY of his or her rights in an Invention to his or her employer shall not apply o an Invention that the employee developed entirely on his or her own time without using the empl! ver's equipment, supplies, facilities, or trad1~ secret information except for those Inventions that eithe ·:

( 1) Relate at tho time of conception or reduction to practice of tht:~ Invention to the employers business, or actual or demonstrably anticipated research or development of the employer.

(2) ResUlt from any work performec:t by the employee for the! employer.

(b) To the extent a provision in .a1n employment agreement purports to require an employ ::e to assign an Invention otherwise excluded from being required to be a:;,t:iigned under subdivision (c 1, the provlelon is against the public policy of this state and Is unenforceable.

LIST OF PRIOR INVENTIONS

Title Date

\ I

\

\ I

3/17/99 SUNEMP-P

Rece i vea 1 Z-05-ZOOZ 10 ;17 From-


To-

IdentifYing J lumbor or Brief Deacrl •tlon

Pa1e 005


FAX NO. P. 06

Exhibit E · 'orker ca.nfldentlallty and Asslgr ent Agreement ~J . ~/

1, (1 oi +- o ri\ m C I have bee~ I agree to assist Contracting Party and Sun, upon reQuest and assigned by •ontractln (), _ ~t Contracting Party's expense, during and a ter the completion Party"), to pertonn servioos for S n Mlcrosystems, lr1c. or one 11H.1111~f my performance of the Services, in every 1 )asonable way, to of Its divisions, subsidiaries or affiliates rsun") pursuant to an - obtain, eVICienee or enforce TOr Sun's benefit patents, agreement between sun and Contracting Party (!he trademarks, copyrights, mask work rights o other proprietary .. Services"). In consideration of the payments received by me rights for Assignable Work Product In any a .d all countries, I from Contracting Party for performing the Services, ~nd as a . agree to execute such papers and perform ~ ~en lawful acts as condition to my being permitted to perform th~ Sorvl~ms for Sun deems to be necessary to allow It to pa1 ·set all right~. title, sun. r hereby agree and represent as follows: and Interest In Assignable Work Pradut:r, lndudlng but not limited to executing, acknowledging, and/or delivering to Sun. 1. ConfldontiBIIEy. I agree to keep confidentlcd and not upon roquo3t and nt Contraotlng Party's ox~ mso, applications to disclose or make any use of, except for the benefit of Sun, at tor roglstratlon and asslgnmrmts of Assigna 1le Work Product, any !lme either during or subsequent to my performance of tho and Intellectual property rights therein, ln an~ and all countries. serv1ces, any trade secrets or confidential or p-roprietary 1 agree tl'lat my time for such assistance wl be compensated Information ol Sun, Including without limitation k,nowledae. by Contracting Party at my regular hourly ra e for the services data, or other Information relating tc produCUi, praceSli"5• or, If such Mfli8tance Is rendered Llftor I ht 110 completed the know-how, techniques, designs, formulae, test data, costs, Services at my final rate of compensation fo those Sorvlces. customer lists, employees, business plans, marketing plans ' and strategies, pricing, or other subject manar pertaining ro 3. Waiver ot Moral Rights. 1 herebl waive and agree any existing or conlerf1Piated but-ine:is of Sun or 1;~ny o1 Its never to claim or assert any Moral Righ1 1 with respect to employees, clients, customer3~ Olgonts, or lnclopondont Asslgnnbls Work Product. As used here '· "Moral Rights" contractors performing services for Sun, which I may produce, moans any rights of paternity or lntegrlt with respect to obtain, or otherwise acquire during the course ot the· Services A~~rgnable Work Product; any right to cl 1im authorship of (''Sun Proprietary Information"). Upon the termlna.t~on of my Assignable Work Produc:t; any rlcht to objec to or prevent any pertormanc;e of the Services, I agn:~e to promplly :;urn~nder and distortion, mutilation or modlllcatlon of. or other derogatory deliver to Sun all . qqp!es of records, materials, equipment, action In relation to Assignable Work ProdL :t, whether or not drawings, documents, and data of any nature pgrtalning to Sun such would be prejudicial to my honor or re )Utation; any right Proprietary Information., to withdraw from circulation or control t 1e publication or 2_ Asalgnmen~ .:01 work Products. As used herein, distribution or Assignable Worl( PrOduct: an l any similar right "Work Product" shall Include but not be limited to Ideas existing under Judh;lal or statutory law of 1 ny country In the world or under any treaty, regardless ot wl ether or not such Improvements, designs, diflcoverles, lhventlons (whether or not right Is denominated or generally referred to ,5 a •moral" right. patentable), developments, works of authorship or artistry 4• Malntenane& of R&cords. 1 a( 'ee to keep l'ilnd (including softWare, ctraw1ngs, specifications, data. manuals. maintain adequate and currant written re1 ords of all work notes and other documents) and orhar work product made, Product made by me. during my period of e ISignment to Sun, authored, conceived or developed by me, alone or wl1th others, for Sun (In the form of notes, sketches, dra1 •lngs, and as mily which result from or1. relate to the Services, lnciLidlng any be specified by Sun) which records shall b 1 available to and developed product, technology or materials. I hereby assign remain the sole property of sun at all times. and transfer to Contracting Party my entire right, title, and interest In and to all Work Products. whether or not used by 5. Pre.Exlstlng Works. It Is unders· lOd that au Work Contracting Party or its as;;;lgnees, which are reduced to Product which I made prior to my period of .. sslgnment to Sun practice, made or conceived by me (solely or jc1lntly with and which are disclosed on Schedule A ("Pr t·Exlstlng Works") others} during the periOd llf the' Services, Which relate In any are excluded from the sc:ope of this Agreer 1ent. Set forth on manner to lhe business, products, technologies, techniques, ScheCiule A Is a fist of an my Pre-EXISting v orks, including an processes, services. or research and development of Sun or Identification of all patents and patent appli ;ations, copyright, which result from the Servloas C'Asslgnable Work Product&"). trademark and mask work right registrat >ns, and a brief Not Included In Assignable Work Products are th13sa Work description of all unregistered Pre~Exlsting V orks. I represent Products made by· mfl while performing work for c:ompanles that the list Is complete and ttla.t lr an Item s not on the list. 1 other than Sun, in. hours during which I am not actually claim no right In such Pre-Existing Works. I agree to notify pcrtormlng Service::, and for which no tee will be ch~rged to Contracting Party and Sun In writing be ore I make any Sun, as long as those Work Products have not beun based, disclosure or perform Services which use or tppear to threaten directly or Indirectly, on sun Proprietary Information. I or conflict with proprietary right~ I claim lr any Pre-Exls.ting understand that contracting Party will assign Its right~• In and to Work. In the event oT my failure to give sL :h nollce, 1 agree Assignable Work Products to Sun. I agree that all Assignable that I will make no claim against Contractln~ Party or Sun with Work Products are lhe sole proporty of Contracting Party or Its respect to such Pre-Existing Work. ass;lgnee, Sun. AssignC!Qie Work Products do ncJt Include mose Inventions excluded by tha provisions of Section 2870 at 6. lntelleetual Property of Oth&rfl. I viii not disclose or . tho California Labor Code (a reprint of which Is Included In the make available to Contracting Pal\y or Sun or use or Induce attached Schedule A), If applicable. 1 agree to pre=lerve and Contraallng Party or Sun to u5e, any idea, In ormation. material protect any Assignable Work Product as Sun Proprietary or other property belonging to any provlouz 11mployor or othor Information. third party, I represent that my performar :e of services for Contracting Party and sun does not and v. 11 not. breach any aareement to keep in confidence any lnforr atlon acquired by me In confidence prior to my performanct of Services and

does nat. and will not, use the Intellectual p1 )perty ot any third party.

I agree to disclose each Work Product promptly In writing to Contracting P"rty (whloh wfll In turn dlzcloze them to Sun), regardless of whether I believe the Work Prodtlct ts an Assignable worl< Product or Is axeJuC!ed uncler section 2870, In order to permit Oomractlng Party and Sun to determine rights ro which they may bo ontltlod undor this Agreemont.

SMCCIGSMIU.S.A.IMSAILSAITSA/Exh/b/1 E Page 1 o13

Re~e i ved lZ-05-2002 10; 17 From-


i8 May 1998 JHF

To- Pa1e 006


? _ Not a sun Employee. I understand and E~gree that nothing In lhls Agreement creates an employment rfl·lationshlp between Sun nnd me. I acknowledge and agree that I will not be a Sun employee or eligible for any ooneflts of employment from Sun, Including, but not limited to, wages. vacation, oald or unpaid leave, or participation In any Sun employf1e benefit plan. I further ackn-owledge and affirm that Contracting Party 1:., and wlll be, my sole employer with respect to the S;ervlces.

a. Enforcement of Agreement. I admit that monetary damages for any breach or threatened breach of this Agreement are Inadequate and that any breach or threatened breach wlll con$tltute an Irreparable injury to Sun. In addition to all other rights provided by law to which Sun may be entitled,

Signature;

Name [Print];

FAX NO. p, 07

Sun wlll hsve the r~ght to have an Injunction ssued against me to prevent any further breach. In the event h:lt sun seeks an lnjunc.tlon to en!orce my obiiQatlons under this Agreement, I hereby waive any requirement for the po5tin 1 of a bond or any other security. 9. Entire Agreement. I agree thE this Agreement reflects my entlr9 agreement with Contract lg Party and Sun regarding Its subject matter and supersede! any previous oral or written communications, representations, mderstandlngs, or agreements with Contracting Party or Sun r( ~ardlng Its 6ubject m~ttar,

Date: __ f/,_;._0_~-~---

SMCO/GSM/U.S.A./MSAILSAflSAiexh/blt E Pag~Q of3 18 May 19.98 JHF

Race i vea 1 Z-05-ZOOZ 10; 1 i" From- To- Piiie 007'


,,

UtG-Ub-2002 THU 10:08 AM FAX NO. P. 08

SCHEDULE A

Section 2870 of tha California labor Code

(a) Any provision In an employment agreement which provides that an employee shall assign or offe1 to assign any of his or her rights In .an Invention to his or her emplo~ar shall not apply to an invention that the employee d IVeloped entirely on his or her own time without using the empiOl/Eir's equipment, supplies, facilities, or trade secret lnfon 1ation except tor thoee inventions that either:

{1) Relate at the time of conception or reduction to practice of the lmfention to the employer's t uslness, or actual or demonstrably antlclpalted research or development of the employer

(2) Result from any work performed by the employee for the employer

(b) To the extent a provision In an employment agreement purports to require an employee to as: lgn an invention otherwise excluded from being required to be a!S:Signed under subdivision (a), the provision is against th 1 public policy of this state and is unenforceable.

LIS1' OF PRE·EXISTING WORKS

ntle Date ldentlly!!'P Number or ar1a1 Daserletl~n l ,., . I ' • jl',,. I E

l' i

'·· .. l \

_,,

_(_

\ \

~ ,.,. ·'··. I

\

SMCC/GSM/U.SA/MSA/LSA/TSA/c11.hlbiC E Page3of3 18 MQy tfJSS JHF

Received 12-05-2002 10:17 From- To- Paae 008


ACCEPTANCE CERTIFICATE

under Agreement of September I, 2002

Santa Clara, California Effective as of July I, 2004

On September I, 2002, Sun Microsystems, Inc., on the one hand ("SUN"), and ZAO "Elbrus MCST", on the other hand(" Elbrus MCST"), have entered into an Agreement for the provision of Work, Agreement of September I, 2002 (hereinafter "Agreement"):

A representative of Elbrus MCST, Alexander Kim, General Director Elbrus MCST; and a representative of SUN, Jeffrey Jackson, Vice President, Java & Developer Products, Sun Microsystems, Inc., by executing this Acceptance Certificate, hereby agree and acknowledge that:

I. the consulting information services identified in Exhibit A (the "Services") were rendered by Elbrus MCST pursuant to the Agreement; 2. the Services, and all computer programs, documentation, tests, test suites, test tools, and other work product produced as the result of such Services (the "Work Product"), which Work Product is further described in Exhibit A incorporated herein by reference, meet the terms of the Agreement; 3. the Services and the Work Product were developed by the persons identified in Exhibit A, each such person was a full time employee of the entity listed in Exhibit A at all times during which such person was rendering Services and developing the Work Product, and the employment duties of each such person explicitly included the performance of such Services and the development of such Work Product; and 4. none of the Services or Work Product has been rendered or has been produced by Elbrus MCST pursuant to any agreement other than the Agreement.

The parties further acknowledge that SUN is the owner of all rights, title and interest in the Work Product and of all intellectual property rights therein, all such rights, title, interest and intellectual property rights having previously been transferred to SUN in accordance with the laws of the Russian Federation and other applicable laws.

IN WITNESS WHEREOF, this Acceptance Certificate has been signed by the duly authorized representatives of the Parties. On::rCST Ale~----Title: General Director Vice President,

Java & Developer Products

Date of Signature: 'J- 3 ·- 0 tl




DATE ENTERED

BYDEPUTY CLERK

470

EXHIBIT A

The Services and Work Product that are the subject of this Acceptance Certificate specifically include but are not limited to the following:

· · - - --t~---J2ME Wireless Toolkit

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the J2ME Wireless Toolkit products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Java and C/C++ development in the area of emulation environments and development tools for Java. Interaction with the KVM (Sun's virtual machine(VM) for Connected Limited Device Configuration devices).

(2) All services performed and work product produced by Elbrus MCST with respect to the following commercially released products:

Java™2, Micro Edition (J2ME) Wireless Toolkit, version 2.1 released December 2003

Java™2, Micro Edition (J2ME) Wireless Toolkit, version 2.2 release planned June 2004 (Beta) release planned September 2004 (Revenue Release)

Personnel of Elbrus MCST who have performed services and developed work product described in this Section 1 ( 1) as of the date of this Acceptance Certificate:

Vladimir Beliaev Pavel Afremov Ivan Volosuk

2. Sun Cluster Automated Test Suite Development

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the Sun Cluster Automated Test Suite products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel ofElbrus MCST, (ii) all services, software and

Page 2 of28


work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) global devices and global file system test suite development, unit test services to test software on a 2 node Sun Cluster 3 .x environment; development of internal product used to qualify Sun Cluster 3.0 and updates and 3.1 and updates, and for Sun Cluster Open Storage Program.

(2) All services performed and workproductproduced by Elbrus MCST with respect to the following commercially released products:

Sun Cluster Automated Test Suite, version 1.3

Personnel of Elbrus MCST who have performed services and developed work product described in this Section 2(1) as of the date of this Acceptance Certificate:

Vladimir Lebedev Tania Gavrilova Konstantin Karasev Salavat Guiliazov

3. Solaris Sustaining

(l)All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the J2ME products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elqrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii}pre-RTI testing, cachefs bugs, enhancements to internal tools, and development of Sun Download Manager as implemented in Java and used on the sun.com web site download center.


none


Linar Yusupov Gennady Shaparov Mikhail Kuzmitch Vadim Revyakin Denis Khartikov

Page 3 of28


4. Solaris Networking Test Development

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the Solaris Network Test productsset~forth-in-paragraph (2) below, whether or not the software-or-~--~~· work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Test development and support for Transmission Protocol Test Suite, Sockets API Test Suite, Stream Control Transmission Protocol Test Suite, and Packet Shell network testing tool.

(2) All services performed and work product produced by MCST and ZAO MCST with respect to the following commercially released products:

None- no commercial releases

Personnel of Elbrus MCST who have performed services and developed work product described in this Section 4( 1) as of the date of this Acceptance Certificate:

Mikhail Kharitonov Evgeny Larin Denis Sadyov Paul Rebriy Andrey Savin (left MCST in 2002) Dmitry Domanov (left MCST in 2004)

5. SPARC Compiler Backend

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) design, development, enhancement and maintenance of several compiler optimization phases, including requirement documentation, design of new algorithms, development of algorithms and test suites, and productization; maintenance and development of the SP ARC fast code generator and the assembler, as well as the disassembler and libdisasm for SP ARC as well as x86 (Solaris and Linux).

Page 4 of28



Workshop 4.2 and earlier editions of Workshop Sun ONE Studio (7, 7CC) (10/02) SunONE Studio 8 CC (5/03) Sun Studio-8-~-·--- (3/04) Sun Studio 9 (7/04)


1. Sergey Guryev 2. Evgeny Chernis 3. Vladimir Y akovlev 4. Valery Brol 5. Konstantine Serebriany 6. Yuri Rumyantsev 7. Sergey Kovalchuk 8. Roman Khvatov

6. mediaLib

[email protected] [email protected]

yak @pro.sun.mcst.ru brol @pro.sun.mcst.ru

kcc @pro.sun.mcst.ru rum @pro.sun.mcst.ru [email protected] roman @pro.sun.mcst.ru

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the Jini products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel ofElbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus and/or SUN personnel, and (iii) programming and performance tuning of low level math and utility functions for SP ARC using VIS and the latest Sun compilers in the areas of Imaging, Graphics, Video, Signal Processing, Audio, Volume Rendering, and standard codecs. The resultant library is called mediaLib.


mediaLib 2.2 - included in Solaris 10

Personnel of MCST and ZAO MCST who have performed services and developed work product described in this Section 6(1) as of the date of this Acceptance Certificate:

Pavel Vasilets

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llia Brailovsky Vladimir Dobrokhotov Timofei Kulakov Pavel Koval Evgeny Kuznetsov Vadim Loginov

----Maxim-Mal-in a . Edward Martirosyan Alexander Naumov Mikhail Nickolsky Alexander Osin Sergey Osipov Dmitri Ryzhov Peter V assilyev

7. Java Telematics Technology 1.0

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the Java products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Design, development and implementation of software components comprising the product listed in section (2) below; delivery of design documents covering the architecture, design and implementation of the various software subsystems; Fixing of product bugs; submission of regular progress reports.


Java Telematics Technology 1.0- not released


Vladimir Beliaev Sergey Zabelin Andrew Budkin Sergey Petrovsky Nikolay Grigoriev llyaMukhin Mikhail Davydov Alexei Fedetov Salikh Zakirov

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Ivan Volosuk Nikita Kayurov Pavel Vasilets Pavel Afremov

8. Consumer and Mobile Systems Group(CMSG) Software Quality Engineering

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Conceptualize, design, develop, and document the testing and software quality assurance of components related to the products listed in section 8 (2) below. Design, document, and develop test plans, test cases, test harnesses, and test tools for the products listed. Develop test software for the purpose of automating the execution of tests. Run manual and automated tests against the products under development to verify correct behavior of the products on supported hardware and software platforms. Report the results of test executions, submit bug reports as needed, and verify bug fixes.


Java Device Test Suite 1.0- October 2003 Java Device Test Suite 1.1- April2004 Java Device Test Suite 1.2 - Not yet released JSR 124- J2EE Client Provisioning 1.0 - October 2003 SunONE Content Delivery Sever 3.6 - October 2003 SunONE Content Delivery Sever 3.6.1- January 2004 Sun Java System Content Delivery Server Q12004- Not yet released Java Telematics Technology 1.0- not released JSR 177 - Security and Trust Services API - not yet released JSR 172- J2ME Web Services- March 2003 JSR 185- Java Technology for Wireless Industry- July 2003 JSR 135- Mobile Media API- June 2003 JSR 120- Wireless Messaging API- April2003 JSR 118- Mobile Information Device Profile- November 2002 JSR 139- Connected Limited Device Configuration 1.1 -March 2003 Connected Limited Device Configuration, HotSpot Implementation 1.1 - June 2003 Connected Limited Device Configuration, HotSpot Implementation 1.1.1- November 2003 JSR 197 - Generic Connection Framework Optional Package for the J2SE platform -October 2003 JSR 169 - JDBC Optional package for CDC/Foundation Profile - May 2004 JSR195- Information Module Profile- July 2003

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Wireless Toolkit 2.0 - March 2003 Wireless Toolkit 2.1 - December 2003 Wireless Toolkit 2.2 - Not yet released Javacard 2.2 -June 2002 Javacard 2.2.1 - October 2002 Javacard 2.3 -not yet released Connected Device Configuration 1.0.1 -December 2003 Java Technology for SmartPhones 1.0- November 2003 Personal Profile for Sharp Zaurus 1.0 - February 2003 Connected Device Configuration 1.1 - not yet released Foundation Profile 1.1 - not yet released


llyaMukhin Sergey Petrovsky Alexander Y atsenko Vitaly Missing Dmitry Pochepko Alexander Volkov Tatiana Fesenk:o Oleg Danilov Mikhail Davidov Alexander Orlov Irina Kuchkova Dmitry Kuzmin Sergey Masharsky Andrew Budkin Nikolay Grigoriev Salikh Zakirov Evgeny Boloboshkin Alexey Fedorov Roman Grigoriev Andrey Ananiev Dmitry Dumiev Boris Kaplunovksy Alexander Lejoev Gregory Shimansky Victor Dyakov Victor Martinov Oleg Ignatenko Valentin Sitnick Anna Medvedeva Alexei Fedetov Maxim Berkoultsev Aleksey Alekseev Eugene Ostrovsky

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Igor Kuralenok Sergey Egorov

9. Solaris Kernel and Data Services

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and /or SUN personnel, and (iii) all experimental work on new technology relating to such products, whether or not shipped in such products, such as interval arithmetic and work on software designed to run on processors and/or operating systems other than SP ARC/Solaris, such as IA32/Linux, IA64/Solaris, or IA32/Solaris.

All services performed and work product produced to develop product features, tests, documentation, and related scripts/tools that aid in the development of these product features and tests for the Solaris products, including but not limited to those set forth in paragraph (2) below, and further including but not limited to all services and work product relating to Solaris described in the various "Monthly Reports" delivered to SUN by Elbrus MCST. Product features and test cases include those created based on the Posix specifications. Efforts to maintain the work product (fix bugs, revise documents, etc.) that have been created is also performed. In addition, specified procedures are followed for integrating developed code into the MSTC code base, verifying that the work product runs correctly and submitting bugs against other SUN products as needed.

(2) All services performed and work product produced by Elbrus MCST with respect to the following internal test suite development projects:

Solaris Kernel Test Development File System Test Development SVM Test Development


1. Solaris Kernel Test Development (3 engineers) Vladimir Sheviakov (leader) Aleksander Tikhonov Evgeniya Bakrova

Sun manager: Lucy Weber

2. File System Test Development (2 engineers)

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Valery Podrezov (leader) Fedor Souetov

Sun manager: Eric Ray (reporting to Lucy Weber)

3. SVM Test Development (3 engineers) Aleksander Subbotin (leader) Leonid Ananiev Viktor Koniashkin

Sun manager: Eric Ray (reporting to Lucy Weber)

4. Common for all projects. (2 engineers). System Administrator:

Yury Zhukov ([email protected]) Team manager:

Sergey Semenikhin ([email protected])

Sun manager: [email protected]

10. Java2D

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. , This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Conceptualize, design, develop, document and test code associated with the J ava2D API in J2SE. Work includes requirements documentation, design of new algorithms, development of algorithms and testsuites, answering questions on group internal and external mailing lists, discussions with customers and discussions on public forums. The work also has a support and maintenance component, participating in escalation support, patch( es) creation. Testing work includes writing and running regression and performance tests and filing/fixing bugs against the product in cases where defects are uncovered.

(2) All services performed and work product produced by Elbrus MCST with respect to the following commercially released products, including version numbers and release dates (month/year):

- J2RE 1.4.2 and J2SDK 1.4.2 (GA 8/2003) - J2RE 1.4.2_05 and J2SDK 1.4.2_05 (expected GA 6/2004)

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- J2RE 1.5 and J2SDK1.5 (expected GAin September 2004)

Personnel of Elbrus MCST who have performed services and developed work product described in this Section 1 0( 1) as of the date of this Acceptance Certificate:

Serge Pikalev Andrew Brygin Igor Nekrestyanov Alexey U shakov

11. A WT and Swing

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Primary duties include fixing bugs in A WT & Swing GUI Toolkit API in J2SE 1.3 and later, feature specification, documentation, design of new algorithms, development of test suites, development of demo applications, answering questions on group internal and external mailing lists, discussions with customers and discussions on public forums. The work also includes participating in escalation support and patch creation, and giving occasional presentations directly to customers and at public confe.rences such. as. J avaOne. Testing work includes writing .and running regression and performance tests and filing/fixing bugs against the product in cases where defects are uncovered.

(2) All services performed and work product produced by Elbrus MCST with respect to the following commerically released products, including version numbers and release dates (month/day/year):

JDK 1.1.8_0101_16 10/09/02 Plug-In 1.1.3_007 10/09/02 J2SE/JRE 1.4.1_01 10/16/02 J2SE/JRE 1.3.1_06 10/22/02 J2SE/JRE 1.2.2_14/_014 10/29/02 J2SE/JRE 1.4.0_03 11/14/02 J2SE/JRE 1.3.1_07 01/30/03 J2SE/JRE 1.4.1_02 02/27/03 J2SE/JRE 1.4.0_04 03/31/03 J2SE/JRE 1.2.2_15/ _015 04/09/03 J2SE/JRE 1.3.1_08 04/30/03 JSSE 1.0.3_02 05/21/03 J2SE/JRE 1.4.1_03 05/29/03

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J2SE/JRE 1.2.2_16/_016 06/27/03 J2SE/JRE 1.3.1_09 08/08/03 J2SE/JRE 1.4.1_04 07/24/03 J2SE/JRE 1.4.2_01 08/25/03 J2SE/JRE 1.4.1_05 08/29/03 J2SE/JRE 1.4.2_02 10/21/03 J2SE/JRE 1.4.2_03 12/08/03 J2SE/JRE 1.3.1_11 03/09/04 J2SE/JRE 1.4.2_04 03/09/04 J2RE/JRE 1.4.2_05 06/01/04 (expected) J2SE/JRE 1.5 09/01/04 (expected)


Swing zpm@ sparc.spb.su [email protected] naa@ sparc.spb.su [email protected] aep@ sparc.spb.su [email protected] moa@ sparc.spb.su iib@ sparc.spb.su dbr@ sparc.spb.su alexp@ sparc.spb.su

AWT:. prs @sparc.spb.su [email protected] [email protected] dom@ sparc.spb.su ssi@ sparc.spb.su [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] lsv @sparc.spb.su [email protected] das@ sparc.spb.su

Peter Zhelezniakov Denis Sharypov Anton Nashatyrev Alexander Zuev Andrey Pikalev Konstantin Eremin Oleg Mokhovikov llya Boyandin Daniel Raskin Alexander Potochkin

Roman Poborchy Alexander Gerasimov Dmitry Kononov Denis Mikhalkin

Sergey Salishev Oleg Sukhodolsky Yuri Nesterenko

Anton Tarasov Andrey Dmitriev Denis Fokin Artem Ananiev Sergei Lunegov

Valeriy U shakov Danila Sinopalnikov

12. Java Studio Enterprise (Previously Sun One Studio Zebra/Stripes)

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set

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forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Conceptualize, design, develop, document and test components of each product. This includes but is not limited to the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products. Develop product features, tests, documentation, and related scripts/tools that aid in the development of these product features and tests for the Sun Java Studio Enterprise and Sun ONE Studio products. Verifying that the work product runs correctly and submitting bugs against other SUN products and platforms as needed.

(2) All services performed and work product produced by Elbrus MCST with respect to the following commerically released products, including version numbers and release dates (month/year):

Sun ONE Studio, Enterprise Edition 5.1 (S1Studio, code name Stripes/Zebra), Sept. 2003 Sun Java Studio Enterprise 2004Q2 code name Arrow- April2004


Grigory Labzovski Andrey Krasny Alexander Pepin Andrey Chistiakov Andrey Korostelev Elena Ilina Sergey Pikalev Alexey Y armolenko Vladimir Y AROSLA VSKIY Alexandr SCHERBATIY Viktoria Zhukovskaya Dimitri Granitske Oleg Khokhlov Kirill Sorokin Ivan Sidorkin Daria Titova Maxim Khramov Nickolai Fedorov Alexei Mokeev Sergey Petrov Nataly Naumova Mikhail Kondratyev

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Denis Anisimov ANDREY YAMKOVOY Sergey Lunegov Sergey Soldatov Michael Nazarov N adezhda Koshkina Mikhail Vaysman Alexandre KOUZNETSOV Andrey Komarov

13. Carlisle (Sun Java System Content Delivery Server)

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) All services performed and work product produced to develop product features, tests, documentation and related scripts/tools that aid in the development of these product features and tests for the Sun Java System Content Delivery Server (CDS), including but not limited to all services and work product relating to CDS described in the various "Monthly Reports" delivered to SUN by Elbrus MCST. Efforts to maintain the work product (fix bugs, revise documents, etc.) that have been created is also performed. In addition, specified procedures are followed for integrating developed code, · into the CDS code base, verifying that the work product runs correctly and submitting bugs against other SUN products as needed. ·

(2) All services performed and work product produced by Elbrus MCST with respect to the following commerically released products, including version numbers and release dates (month/year):

Sun Java System Content Delivery Server, release date Summer 2004


Nikolay Grigoriev (resigned January 2004) Alexey Akopian Nikita Kayurov Victor Gladyrev

14. HPTQA

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(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Conceptualize, design, develop, document and execute tests for each component of the Sun Java Studio and Sun ONE Studio products. This includes but is not limited to the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products. Develop tests, documentation, and related scripts/tools that aid in the development of tests for these product features. Verifying that the work product runs correctly and submitting bugs against other SUN products and platforms as needed.

(2) All services performed and work product produced by Elbrus MCST with respect to the following commerically released products, including version numbers and release dates:

None


Stanislav V. Polevic Vitaly V. Tishkov Eugenya G. Maenkova Vadim L. Bogdanov Anton S. Vysotsky Pavel V. Vlasov Anton A. Teryaev Alexey A. Malyshev Alexander T. Simbirtsev Vasily V. Levchenko Sergey V. Kolokolov Alexander S. Lukichov Alexey A. Ivanov Alexander N. Alexeev Yuri A. Belotserkovsky

15. Project Rave, Hammerhead (Previously Sun ONE Studio, WebApps Module)

( 1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set

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forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Conceptualize, design, develop, document and test components of each product. This includes but is not limited to the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products. Develop product features, tests, documentation, and related scripts/tools that aid in the development of these product features and tests for the Sun Java Studio Creator, NetBeans, Forte for Java and Sun ONE Studio products. Maintain the work product (fix bugs, revise documents, etc.) that have been created is also performed. In addition, specified procedures are followed for integrating developed code into the NetBeans, SJC, FFJ/SlStudio code base, verifying that the work product runs correctly and submitting bugs against other SUN products and platforms as needed.

(2) All services performed and work product produced by Elbrus MCST with respect to the following comrnerically released products, including version numbers and release dates:

Sun One Studio, Enterprise Edition 4.0 (S1Studio, code name Orion), June 2002 Orion Patches, throughout the release up to Sierra, June 2002 - Sept 2002 Sun One Studio, Enterprise Edition 4.1 (S1Studio, code name Sierra), Sept 2002 Sierra Patches, throughout the release up to Nevada, Sept 2002 -May 2003 Sun One Studio, Enterprise Edition 5;0 (SlStudio, code name Nevada), May 2003 · :, Sun One Studio, Enterprise Edition 5.1 (S1Studio, code name Stripes/Zebra), Sept 2003 Sun Java Studio Creator 1.0 (SJC, code name Hammerhead, project Rave), June 2004

Personnel of Elbrus MCST who have performed services and developed work product described in this Section 15(1) as of the date ofthis Acceptance Certificate:

Oleg Kholkhov Vladimir Stringun Sergey Soldatov Alexei Mokeev Alexy Butenko Alexy Petrenko Alexy Petrov Denis Kischenko Igor Solyarov llyaOkomin Mikhail Matveev Nikolay Amossov Oleg Khaschanskiy Roman Mostyka

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16. CLDC HI Development

( 1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Development and bugfixing of the Java virtual machine, related to both CPU/OS specific features (SH3, Code Warrior, ARM) and general VM functionality (interpreter, verifier, compiler).


CLDC Hotspot Implementation, version 1.1.1, released December 2003 CLDC Hotspot Implementation, version 1.1.1s, release planned July 2004


Nikolay Igotti Danila Sinopalnikov Valery Ushakow

17. Projects FOX, CPU2004 Analysis, GCC2IR, and Bytecode Optimizer (BCO)

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) services and work product as set forth in section 17(2) below.

(2) All services performed and work product produced by the personnel of Elbrus MCST listed below, with respect to the following internal development and internal analysis work as described below and in this Section 16(1), as of the date of this Acceptance Certificate:

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Manager, and participant on all projects:

Andrew Dobrov [email protected]

Project FOX (Internal analysis tool):

Vladimir Guselnikov gus@ lab.sun.mcst.ru Sergey Ostanevich sergos@ lab.sun.mcst.ru Dmitry Babochkin

FOX is a tool intended for manipulating programs in binary (executable) form. This manipulation includes: exe file instrumenting and collecting of run-time statistics; outputing the collected information in text file format; visualization of collected information (GUI); and program optimization on the basis of collected information. FOX may be used in support of a variety of performance analysis investigations.

Project CPU2004 Analysis:

Alexander Ostanevich [email protected] Vladimir Gushchin vg@ lab.sun.mcst.ru Alexander Sushentsov [email protected] Sergey Okunev [email protected] Alexander Kasinsky [email protected] Vadim Krushnyakov [email protected]

This project is focused on generating the best possible SP ARC performance on the . ·:.· upcoming release of the SPECCPU2004 benchmark suite. The analysis done is used by Bay Area Sun engineers to find ways to enhance Sun's performance on the benchmarks.

Project GCC2IR (Internal compiler):

Denis Larionov Oleg Piskunov

larid@ lab.sun.mcst.ru gray@ lab.sun.mcst.ru

This project is a prototype development that attempts to target the GCC compiler to Sun's backend compiler components.

Project Bytecode Optimizer (BCO):

Sergey Lunev lunev@ lab.sun.mcst.ru

The BCO system was originally written for the PicoJava project. Elbrus MCST has adapted BCO to suit the needs of a research VM project in Sun Labs.

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18. TCK Tools

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) 'TCK Tools' describes a collection of tools that are used to assist Test Leads in all facets of design, implementation, execution, testing, and maintenance of a Technology Compatibility Kit. This includes tools that address specification analysis and coverage, Code Generation (assembler tools, macro generators, class frameworks), Code SharingffCK-Build/Maintenance, test harness, Code Coverage, QA assistance tools, and other lesser tools. Design, and development of tools used to develop and produce conformance test suites. Integration of developed code into SUN code base. Verifying that the tools run correctly, and submitting bugs against this and other SUN products as needed. Maintenance of the work product (fix bugs, revise documents, etc.)


"Java CTT" tools bundle (Java CTT v 1.1.1 10115/2002, Java CTT v 1.2 12/0112003).

Personnel of Elbrus MCST who have performed services and developed work product described in this Section 18( 1) as of the date of this Acceptance Certificate:

SPB Engineers:

Artem Aliev Andrey Chemyshev Mikhail Chemyshov Yuri Danilevich Dmitry Fazunenko Alexey Gavrilov Arzhan Kinzhalin Nikolay Kouznetsov Boris K vartskhava Dmitri Silaev Kirill Timofeev Sergey Zakharov

19. JCCE (J2SE TCK work)

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(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Design, and development of the conformance test suites listed in section 19(2) below, Development of supplementary scripts and tools, Integration of developed code into SUN code base, Verifying that the work product runs correctly and submitting bugs against this and other SUN products as needed, Maintenance of the work product (fix bugs, revise documents, etc.)

(2) All services performed and work product produced by the personnel of Elbrus MCST listed below, with respect to the following commercially released products as described below and in this Section 19(1 ), as of the date of this Acceptance Certificate:

Product: JCK Description: The Java Compatibility Kit (JCK) is the conformance test suite for J2SE.

JCK 1.4a was released October 2002 JCK 1.5 is currently under development, due for release on 09/30/04

SPB Engineers: Andrey Chemyshev Alexei Sernidetnov Dmitri Silaev ArtemAliev Sergei Dmitriev Dmitry Fazunenko Sergey Scherbakov Arzhan Kinzhalin Nickolai Kuznetsov Aleksei U shakov Marina Goldburt Alexander Posledov Alexey Gavrilov Yuri Gayevski Yuri Danilevich Vladimir Sosnin Sergey Zakharov

================================================================ = Product: JNLP TCK Description: JNLP TCK is a conformance test suite for Java Network Launcher Protocol

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(JSR-56). It contains a set of tests for JNLP file, protocol and API.

JNLP TCK 1.5 is currently under development, due for release on 09/30/04 JNLP TCK 1.2_0_02 was released on 03/31103 JNLP TCK 1.2_0_01 was released on 10/21102

SPB Engineers: Andrey Chemyshev Artem Aliev Dmitry Fazunenko Dmitri Silaev --------------------------------------------------------------------------------------------------------------------------------= Product: JSR 105 TCK Description: TCK for Java XML Digital Signatures (JSR 105). This TCK is currently under development and the first release should be late 2004. SPB Engineers: Dmitri Silaev

Product: JDBC Rowsets TCK Description: JDBC RowSet TCK is the conformance test suite for "JDBC Rowset Implementations" identified as JSR 114. JDBC RowSet TCK 1.0 was released in March of 2004.

SPB Engineers: Andrey Chemyshev ArtemAliev Yuri Danilevich Dmitri Silaev

================================================================ = Product: Beaninfo TCK Description: Beanlnfo TCK is a TCK for optional beaninfo package.( CCC 4972589) Beaninfo TCK Version 1.0 is currently under development and due for release in September 2004

SPB Engineers: Sergei Dmitriev

20 . C and C++ Compiler Front End Work

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept,

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design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Conceptualize, design, develop, document and test compiler frontends, backends and tools. Work includes requirements documentation, design of new algorithms, development of algorithms and testsuites, production of test tools and tools used during development. The work also has a support and maintenance component, participating in escalation support, patch(es) creation. Testing work includes developing testsuites, running regression and performance tests regularly and filing bugs against the product in cases where defects are uncovered. Testing work includes verification of new patches vs. reported problem. Delivery of work involved includes deliveries into the Solaris platform, especially of runtime libraries and in some cases tools like make and sees.


Workshop 4.2 and earlier editions of Workshop Workshop 5 (3/98) Forte Developer 6 (7/99) Forte Developer 6, Update 1 (7/00) Forte Developer 6 Update 2 (7/01) Sun ONE Studio (7, 7CC) (10/02) SunONE Studio 8 CC (5/03) Sun Studio 8 Sun Studio 9

(3/04) (7/04)


Sergeev, Fedor Pazymenko, Ivan Manida, Ivan Bikarte, Sergey Lapshin, Alexey Gorshenev, Aleksandr Lukichov, Alexander Petrov, Dmitri Ryabinin, Vladimir Odintsov, Igor Malyshev, Nikolai

21. Developer Platforms Group (DPG) Sustaining

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(I) All services performed and all versions of software and other work product produced to create, accept, and analyze bug reports related to the products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the filing, accepting, analyzing, and fixing of bug reports, test cases, code changes as well as patch requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between MCST or ZAO MCST and /or SUN personnel, and (iii) all experimental work on new technology relating to such products, whether or not shipped in such products, such as interval arithmetic and work on software designed to run on processors and/or operating systems other than SPARC/Solaris, such as IA32/Linux, IA64/Solaris, or IA32/Solaris.

All services performed and work product produced to develop product f~atures, tests, documentation, and related scripts/tools that aid in the development of these product features and tests for the Forte for Java and Sun ONE Studio products and their previous versions and names, including but not limited to those set forth in paragraph (2) below, and further including but not limited to all services and work product relating to FFJ/SlS described in the various "Monthly Reports" delivered to SUN by Elbrus MCST. Product features and test cases include those created based on the Java and NetBeans specifications. Efforts to maintain the work product (fix bugs, revise documents, etc.) that have been created is also performed. In addition, specified procedures are followed for integrating developed code into the FFJ/S 1 Studio code base, verifying that the work product runs correctly and submitting bugs against other SUN products as needed. DPG Sustaining has specifically been responsible for fixing product defects (bugs) in released versions of the products and the design, conceptualization, documentation and development of new product features.

(2) All services performed and work product produced by Elbrus MCST with respect to the following commerically released products:

C++, Fortran, Teamware, Workshop, Dmake, and DBX for Nozomi (5.3) C++, Fortran, Dmake, and DBX for Krakatoa (5.4) C++, Fortran, Dmake, and DBX for K2 (5.5) C++, Fortran, Dmake, and DBX for Mercury (5.6)

Sun Studio, Dmake for Rainier make/sees for Solaris 7 make/sees, Solaris Utilities for Solaris 8 (dis, error, gprof, lex, larder, m4, prof, tsort, unidef, yace, ar, dump, nm, size) make/sees, Solaris Utilities for Solaris 9 (dis, error, gprof, lex, larder, m4, prof, tsort, unidef, yaee, ar, dump, nm, size)

Nozomi ==Forte Developer 6 update 2, 07/19/01 Krakatoa == Sun One Studio 7, Compiler Collection, 5/8/02 K2 = Sun One Studio, Compiler Collection, 6/4/03 Mercury == Sun One Studio 8, 3/9/04

Page 23 of28


Rainier== Sun One Studio 9, planned for 7/23/04 Solaris 7 == Solaris 7 Operating Environment, 10/27/98 Solaris 8 == Solaris 8 Operating Environment, 2/28/00 Solaris 9 == Solaris 9 Operating Environment, 3/27/02 Solaris 10 == Solaris 10 Operating Environment, 12/16/04 (planned)

Sun One Studio 4, 6/26/02 Sun One Studio 4, Update 1, 10/14/02 Sun ONE Studio 5, Standard Edition (a.k.a. Nevada), 10/16/03 Sun One Studio Enterprise 6 2004Q 1, 6/4/04


Evgeni llyin Danila Vassenkov Valery Shorin Denis Zhigula Alexander Petrenko

22. Consumer and Mobile Systems Group J2ME TCKs

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the work set forth in paragraph (iii) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between Elbrus MCST and/or SUN personnel, and (iii) Design, and development of the conformance test suites listed in section 19(2) below, Development of supplementary scripts and tools, Integration of developed code into SUN code base, Verifying that the work product runs correctly and submitting bugs against this and other SUN products as needed, Maintenance of the work product (fix bugs, revise documents, etc.)

(2) All services performed and work product produced by the personnel of Elbrus MCST listed below, with respect to the following commercially released products as described below and in this Section 22(1), as of the date of this Acceptance Certificate:

1. MIDP (JSR 118) TCK Location: MCST St-Petersburg Full names and release dates: - Mobile Information Device Profile TCK v 2.0 1113/2002 -Mobile Information Device Profile TCK v 2.0a 3/19/2003 - Mobile Information Device Profile TCK v 2.0b (not released) Engineers:

Page 24 of28


Alexey Popov Vasily Isaenko Boris K vartshava llya Dergalin Audrey Lyamov llya Ibragimov Alexander Alexeev

2. WMA (JSR 120) TCK Location: MCST St-Petersburg Full names and release dates: - Wireless Messaging API TCK v 1.1 2/27/2003 Engineers: Maxim Kurzenev

3. J2ME Web Services (JSR 172) TCK Location MCST St-Petersburg Full names and release dates: - J2ME Web Services JAXRPC TCK v 1.010/15/2003 - J2ME Web Services JAXP TCK v 1.010/27/2003

Engineers: Alexey Popov Boris K vartskhava Andrey Lyamov

4. JTWI (JSR 185) TCK Location MCST St-Petersburg Full names and release dates: -Java Technology for Wireless Industry TCK v 1.0 6/25/2003 Engineers:

Alexey Popov Maxim Kurzenev Vasily Isaenko

5. IMP (JSR 195) TCK and RI Location MCST St-Petersburg Full names and release dates: - Information Module Profile TCK v 1.0 5/16/2003 -Information Module Profile Reference Implementation v 1.0 5/19/2003 Engineers: Boris Kvartskhava

6. VFXCTS Location: MCST St-Petersburg Full names and release dates: - Vodafone VFX Compatibility Test Suite v 1.0 3/23/2004 - Vodafone VFX Compatibility Test Suite v 1.0.4 4/20/2004 - Vodafone VFX Compatibility Test Suite v 1.1 (not released)

Page 25 of28


Engineers: Alexey Popov Maxim Kurzenev Vasily Isaenko Boris K vartskhava Andrey Lyamov Michael Chernyshov Kirill Timofeev llya Ibragimov

7. CTS Developer Pack Location MCST St-Petersburg Full names and release dates: - CTS Developer Pack v. 1.0 3/23/2004 Engineers:

Alexey Popov Vasily Isaenko Kirill Timofeev

8. CTS Runtime Pack Location: MCST St-Petersburg Full names and release dates: - CTS Runtime Pack v. 1.0 3/24/2004 Engineers:

Alexey Popov Vasily Isaenko Kirill Timofeev llya Dergalin Maxim Kurzenev

9. CHAPITCK Location: MCST St-Petersburg Full names and release dates: - Content Handler API TCK v. 1.0 (not released) Engineers:

Alexey Popov Sergeui Reznik Boris K vartskhava

10. AGUITCK Location: MCST St-Petersburg Full names and release dates: -Advanced GUI TCK v. 1.0 (not released) Engineers:

Andrey Lyamov Michael Chernyshov

Page 26 of28


11. Personal Profile version 1.1 for the J2ME Platform (JSR 216) TCK Location: Unipro, Novosibirsk (St. Petersburg engineers contributing) Full names and release dates:

Security and Trust Services API for J2ME TCK v. 1.1 (not released) SPB Engineers: Boris K vartskhava Alexey Popov Michael Chernyshov Kirill Timofeev Andrey Talanov

12. Security Optional Package for J2ME TCK Location: Unipro, Novosibirsk (St. Petersburg engineers contributing) Full names and release dates:

Security Optional Package API for J2ME TCK v. 1.0 (not released) SPB Engineers: Andrey Lyamov Michael Chernyshov Kirill Timofeev llya Ibragimov

23 . Jini Software Quality Assurance and Software Quality Engineering

(1) All services performed and all versions of software and other work product produced to create, accept, and analyze bug reports related to the products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the filing, accepting, analyzing, and fixing of bug reports, test cases,·code changes as well as patch requirements, concept; design,-. documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of Elbrus MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between MCST or ZAO MCST and /or SUN personnel, and (iii) Set-up, maintain and upgrade test lab, including software tests and software for automating the process of testing, releases of Jini technologies. The software tests included specification, compatibility and interoperability tests for Jini Starter Kit 2.0 (JSK 2.0). The specification tests ensured that implementations of Jini Technology specifications were compatible with the specifications. The Compatibility and Interoperability tests ensured that JSK 2.0 was compatible and interoperable with previous release of JSK.

The software for automation consisted of AutoT v2.0 and v3.0. The AutoT Task Distribution System ("AutoT") provides a dynamic testing framework that automatically matches a pool of tests with a pool of test hosts using a federation of JavaSpaces(TM) services. The AutoT framework consists of one or more test hosts, each capable of booting into one or more operating systems.

Page 27 of28


Test hosts can reboot themselves on the fly to better meet the demands of the current pool of tests. A test host waits for tests to appear in the test pool. When a test appears that requires the type of resources offered by the test host, the test host retrieves the test, executes it, and places the tests results in a result pool. Jini(TM) transactions are used when retrieving the test to provide reliability and recovery in the face of test host failure. In addition, Jini leases are used to determine if a test or test host has hung and needs to be restarted. Tests and test hosts dynamically join their respective pools, resulting in dynamic load balancing and maximum throughput.

(2) All services performed and work product produced by Elbrus MCST with respect to the following released Technologies on the Jini.org Web site:

Technology: Au toT 2.0 Released 9/27/02 Technology: AutoT 3.0 Released 6/17/04


Sergey Zabelin Mgr. Mikhail Markov Andre Y akushev Alexander Morozov Vasily Zakharov Alexey Starikovsky Sergey Borodin Valery Olshansky

Page 28 of28


ACCEPTANCE CERTIFICATE

under various Contracts as defined below

Santa Clara, California Effective as of August 31, 2002

Since 1992, Sun Microsystems, Inc., on the one hand ("SUN"), and the Moscow Center of SPARC Technology, acting through both its Moscow office and its St. Petersburg branch, on the other hand ("MCST"), have entered into the following Agreements for Consulting Services:

• Consulting Services Agreement dated June 5, 1992 between SUN and MCST. • Consulting Services Agreement dated June 19, 1992 between SUN and MCST. • Consulting Services Agreement dated Dec. 22, 1993 between SUN and MCST. • Consulting Services Agreement dated Jan. 1, 1994 between SUN and MCST. • Consulting Services Agreement dated Oct. 1, 1995 between SUN and MCST.

The agreements listed above will be collectively referred to herein as the "Contracts." MCST was reorganized into a closed joint stock company, ZAO MCST, in February 1998, and ZAO MCST is the legal successor to all the rights and obligations of MCST, including those rights and obligations specified in and relating to the Contracts and to the services performed thereunder.

A representative of ZAO MCST, Alexander Kim, General Director; and a representative of SUN, Jeffrey Jackson, Vice President, Java & Developer Products, by executing this Acceptance Certificate hereby agree and acknowledge that:

1. the consulting information services identified in Exhibit A (the "Services") were rendered by MCST and ZAO MCST pursuant to one or more of the Contracts listed above; 2. the Services, and all computer programs, documentation, tests, test suites, test tools, and other work product produced as the result of such Services (the "Work Product"), which Work Product is further described in Exhibit A incorporated herein by reference, meet the terms of the Contracts; 3. the Services and the Work Product were developed by the persons identified in Exhibit A, each such person was a full time employee of the entity listed in Exhibit A at all times during which such person was rendering Services and developing the Work Product, and the employment duties of each such person explicitly included the performance of such Services and the development of such Work Product; and 4. none of the Services or Work Product has been rendered or has been produced by MCST or ZAO MCST pursuant to any agreement other than the Contracts.




DATE ENTERED

BYDEPUTY CLERK

471

The parties further acknowledge that SUN is the owner of all rights, title and interest in the Work Product and of all intellectual property rights therein, all such rights, title, interest and intellectual property rights having previously been transferred to SUN in accordance with the laws of the Russian Federation and other applicable laws.

IN WITNESS WHEREOF, this Acceptance Certificate has been signed by the duly ----authorized-representatives of the Parties. -----------------

CST: On behalf of SUN:

~/~- ~ fi~ !Ja ~

Title: General Director Title: Vice President, Java & Developer Products

Date of Signature: Date of Signature: 2- 3 - 0 ~/

Page 2 of 5


EXHIBIT A

1. Description of Services and Work Product

The Services and Work Product that are the subject of this Acceptance Certificate ~ ~---~--~-~speCifiCally include but are not limited to the-folloWing: -- -

(1) All services performed and all versions of software and other work product produced to conceptualize, design, develop, document, and test components related to the products set forth in paragraph (2) below, whether or not the software or work product has ever been shipped to Sun customers. This includes but is not limited to (i) the requirements, concept, design, documentation, development and results of tests, test suites, and test tools for such products, whether the foregoing have been developed all or only in part by personnel of MCST and ZAO MCST, (ii) all services, software and work product relating to such products described in the various emails, weekly and/or monthly reports sent between MCST or ZAO MCST and /or SUN personnel, and (iii) all experimental work on new technology relating to such products, whether or not shipped in such products, such as interval arithmetic and work on software designed to run on processors and/or operating systems other than SP ARC/Solaris, such as IA32/Linux, IA64/Solaris, or IA32/Solaris.

All services performed and work product produced to develop product features, tests, documentation, and related scripts/tools that aid in the development of these product features and tests for the Forte for Java and Sun ONE Studio products, including but not limited to those set forth in paragraph (2) below, and further including but not limited to all services and work product relating to FFJ/SlS described in the various "Monthly Reports" delivered to SUN by MCST and ZAO MCST. Product features and test cases include those created based on the Java and NetBeans specifications. Efforts to maintain the work product (fix bugs, revise documents, etc.) that have been created is also performed. In addition, specified procedures are followed for integrating developed code into the FFJ/S !Studio code base, verifying that the work product runs correctly and submitting bugs against other SUN products as needed.

(2) All services performed and work product produced by ZAO MCST with respect to the following commercially released products:

SPARCworks SC2.0, released June 1992 SPARCworks SC2.0.1, released November 1992 SunPro WorkShop (SPARCworks) SC3.0, released April1993 Pro Works 2.0.1/X86, released second calendar quarter 1993 Pro Works 2.0.1/UnixWare, released second calendar quarter 1994 SunSoft WorkShop 1.0 (SPARCworks) SC3.0.1, released July 1994 SunSoft WorkShop 2.0 SC3.0.1, released March 1995 SunS oft Visual WorkShop 2.0 SC4.0, released November 1995 Pro Works 3.0.1/X86, released first or second calendar quarter 1996 Sun WorkShop 3.0 SC4.2, released January 1997 Sun WorkShop 5.0 SC5.0, released February 1999

Page 3 of 5


Forte Developer 6 WS6.0, released May 2000 Forte Developer 6 update 1 WS6.1, released November 2000 Forte Developer 6 update 2 WS6.2, released July 2001 Forte Developer 7 Compiler Collection FD7.0, released May 2002

Forte for Java 1.0, released February 2000 Forte for Java 1.0.2;re-Iease-d-8eptember 2000 Forte for Java 2.0, released December 2000 Forte for Java 3.0, released August 2001 Forte for Java 4/Sun ONE Studio 4, released June 2002 Sun ONE Studio 4 update 1, expected to be released October 2002

2. Personnel Rendering Services and Developing Work Product

Personnel of MCST and ZAO MCST who have performed services and developed work product described in Section 1 above in the Moscow office as of the date of this Acceptance Certificate:

ValeryBrol Evgeni Chernis Sergey Guryev Roman Khvatov Y uri Rumyantsev Konstantin Serebriany Vladimir Y akovlev

Personnel of MCST and ZAO MCST who have performed services and developed work product described in Section 1 above in the St. Petersburg branch as of the date of this Acceptance Certificate:

Denis Chernoivanov AlexeiDukhnyakov Alexander Gorshenev Evgeni llyin Kirill Khovanov Sergei Kolokolov Andrey Krasny Grigory Labzovsky Alexander Lukichev Nikolai Malyshev Ivan Manida Igor Odintsov Dmitri Petrov Valdimir R yabinin Valdimir Safonov Alexei Semidetnov Fedor Sergeev

Page 4 of 5


Dmitri Silaev Roman Shaposhnick Mikhail Voitenko Anton Vysotsky

Page 5 of5


APR.13.2005 7:08AM

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Sun Microsystems Inc. SCA14 4140 Network Circle Santa Clara, CA 95054

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APR 1 2 2005

FENVVIl.tl'\ & WEST LLP


NO. 971 P.l/8




DATE ENTERED

BYDEPUTY CLERK

472

APR.13.2005 7=08AM

FEE-a1-29B2 11ia1

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~ SE~VIC!$ AGFISEMENT

THIS MM1TiR 8&AVICSS AGR~ rAGAa!MENM Ui I!WlE AND ~ED INTO. CN ANti Ali QF 1l1& £FFECmVE PA'fi. uV ~ QETYe!N SUN MICAOSVSTEMB, INC.. ON BeHALf cF n'$19.1, ~ ITS DIVISIONS. &UEISIQIAAI&S ANI) AFFII.M.~ ('S~,. AND nte &UPIPLIGA ICENTIR~ BELOW. ,

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FEIHi!1-2taB2 11101 I'EW BOSTON sY5TEMS

TEAMS AND CONDmONS


N0.971 P.3/8

1 sea P.a2


APR.13.2005 7:10AM

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NEW BOSTON SYSTEMS


N0.971 P.4/8

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APR.13.200S 7:12AM

FEB-91-2002 11103 I"'EW BOSTON SYsTSMS


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MMtlr Services Aa114f111ent Discount Schedule

N0.971 P.6/8

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Supplier wDI fumish sun a dlaoount off the amount aet out in ever~ lnvofee submitted to sun tar payment far Sarvioae. or

dellverabtea. The discount emouot 11hall appear a& a Bapl\rat. line nem an suppfier"s lnvo~.

The lilfllaunt of the discount to be provided Sun ts defined below. ~ percentage ar the dlacount WRI be determ1ned and

~d upon Suppllef' cum~latlva total groq dollar MlQUIU ln'lolced tQ Stm in the precedlncl twelve (12) month period.

'1'he fgregalng wHI nat apply to amounts lnvoicGtf to Sun as reimbursement of .,proved ~an&e$ which hav• been set

torlh llS a saparate 1rno Item on Supplfer's Invoice.

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APR.13.200S 7:12AM N0.971 P.?/8

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N0.971 P.B/8

1 sae P.l1lt?

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lrte following conatltuta tha guld•llnes WhfQh ahould bP adher$d tQ by $uppliera In aendlng lnvob!l to sun for Ser'Viea$.

FaiiYre to tcnow theae lnvalclng Guidewnea may result In delayad payment to Supplier. CapltalfZGd tenns used hllrtin

ihall have the defifttliono set tal1h In tha Torma and tonctitions cf the applicable aQrtt•ment ~tween sun •nd Suppljar.

1. Ah Supplier Invoices $hauld be In wminu and ahQuld be ant to the fallowing, With a copy Mnt to the app~prtate S~n ManaQar:

SUn Mlcroarstems.lnc. AtWltian; Acaot.ll'ltll ~~~ P.o. aax 7150 Mountain vtaw. CA a4039·7660

2. 1nvo1Ciila shbuld not be •nt mCJrt fnquentfY "'an weeldy.

s. All1nvaice$ must referenae the Purchase Order Numbar. Fanure ta reference the praper PurdlaS& Order N~mber will result In lnYQJce_s befns ...u.tmad ID Supplrer 1.1npaid. • ·

4. When S.rvlcea 1'\aVI beera perform~ t~y more ttlan ono of Sr,4ppHur'• ~oue bWilin• units una1(1r a alnate Purehase Orclar, the lnvdoJs Qhaa be aonsalldated ~ S~Har prtor to aubmfllfan rQI' payment.

~ tnva!Qe ama~t$ for appDoabf• • shaH b4' listed as a separate line Item.

B. lnvras for S.rvfcta where paymi!II"Jt Is t-ed on the ~ou11 Qf ~ perform"' bf Wartcers Shill ccnalrt 1hs full name and Social SacuritY f\Umber of eac:h Worker, \IIIII • SCipamte line Item 'tating weekly ~- Qf total SWiQht

Time hm.lra, TfMHnCI-Qna-Mir llaura, and Doul:lll T1me houra wo~ by 1111 Workar, and &hall be dOQI.Imented lly • tima car:ds whlel1 n a.cuted and signed by ttl a WOif<er, appro• by lhe "" Mantlgar, and mafntarnlld by S'-!ppfier.

7. A etamerat ahauld be ·de&vered with eaeh 1nvatae •tlrla that In accordance Wlth aRRRoable laW (a) Supplier hCui paid. or will p~. Its WQl'l<tl{l) fQf #Ia Strvi12Di (b) i141plier has madct. ar wm mak&, t!IJ requil'eli • Withholding& from b Wattcer(a~ aod (c) SLIJ)pllar ~as ~alclw Qr Will pay, any ~q'!lred fa CiQntrlbufiona pertatntna to i§ War1clr{s).

s. Upon diSCoV~ufng any discrepancy in an lnVOIQII or paym&r~t, SLIPpRar will prompUy notifY aun aa 1h8t tt1t partleG may ungerw<a prump12)' to.resalw.lhe ~ll&«epanoy. Paym•nt ot .,Y dia«epant invol~» shtll not be •mEld overdue dl,lrlng s~ time as aun Is using reasonable lffarts to re&Qive suah .srscmpancy, md the time a p"'"ant 11hall be .-nOild durtng ttl• period Sun Is undt~ io •v• tha diacrapancy,

A. Sun lhall be entitled to WHhhOI\1 paymo,nt Of MY frtvo~ or partlan of Gn invoice, where S~,~pplier has failed ta submH praper ~ ar whera the.mnauntot tht tnvolce Ia dlaputecf bY sun. Sun shOJI n_, Suppler a1 such egticn and lhall woriC WIW. $uppli« to prompllf resofVe q tJiepc.de, ~ liM$ far payment of 1h•lmtolce shaH nat c.Qnmenea until Pf'lP!r documenlaffon 111!1 been su~mltk!d. or tt1e dllpute tlas btJen I'(IStiiVed. •

10. E)cptnai ~d by Suppler fn •n~QI\ with lhe performance of Sentr= generally shall bt COMlderecf a coat of

dOina •~nets&, R•lmbu•m•nt of &pQCifJo ..-n~e~G &flail an1y ~ rnade w reiMblJrssmam or 1hat ..xpense ~ appravad In wrttrng bV the sun MaMQar In arMnG8 af being JnE:urred, Md It suah U'J*I•• are ro_.,~te In 11m0unt. All rcimbur18ble ltiiV.kllated QPGnaaa mt.fit be In ~ee with sun•s CCintraQtar Travel Pollor, attached as Emfblt A. fn Qrderto be ellg!Dia for reimburaement Invoice ameunts ftlr relmblKS&bla expti\C88 Shd be Oltad ea a Hpti'IIW Ont lletn Qfl Supplltr'l (nvafce.

"" ...... 4flfllll 141&' TOTAL P.PJ?


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NO. - Oracle · DEC-05-2002 THU 10:15 AM FAX NO. P. 03/08 NOV-22-e2 FRI B2=34 PM CNS NEWS P.B5 TERMS AND CONDITIONS These terms and …