0001193125-04-003339 Sample Contracts

SOFTWARE LICENSE AGREEMENT FOR PALM OS SOFTWARE
Software License Agreement • January 12th, 2004 • Alphasmart Inc • Services-computer programming services • California

This Software License Agreement is entered into by and between Palm, Inc. (“Palm”), a Delaware corporation with a place of business at 5470 Great America Parkway, Santa Clara, CA 95052, Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (referred to individually as “Palm Ireland” or collectively with Palm, Inc. as “Palm”) and AlphaSmart, Inc. (“Licensee”), a California corporation with a place of business at 20400 Stevens Creek Blvd., Suite 300, Cupertino, CA 95014. The effective date of this Agreement shall be the date last executed below (“Effective Date”), provided that this Agreement shall not be effective in the absence of any and all required governmental approvals.

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LICENSE AGREEMENT, SETTLEMENT, AND MUTUAL RELEASE
License Agreement • January 12th, 2004 • Alphasmart Inc • Services-computer programming services • California

This License Agreement, Settlement, and Mutual Release (hereinafter “Agreement”) is made and entered into, effective as of April 1, 2002 (“Effective Date”), by AlphaSmart, Inc., a corporation organized under the laws of the State of California, and Douglas J. Kelly (“Kelly”), an individual and named inventor of U.S. Patent No. 5,065,360. AlphaSmart and Kelly are collectively referred to herein as the “Settling Parties” and each individually as a “Settling Party.”

AMENDMENT NO. 1 TO THE SOFTWARE LICENSE AGREEMENT FOR PALM OS SOFTWARE
Software License Agreement • January 12th, 2004 • Alphasmart Inc • Services-computer programming services

This Amendment No. 1 to the Software License Agreement for Palm OS Software (the “Amendment”) is entered into by and between PalmSource, Inc., a Delaware corporation (“PalmSource”), Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands (“Palm Cayman”) and AlphaSmart, Inc. (“Licensee”), a California corporation with a place of business at 20400 Stevens Creek Blvd. Suite 300, Cupertino, CA 95014. The effective date of this Amendment shall be June 14, 2002 (“Amendment Effective Date”).

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