Joint Development Agreement

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



JOINT DEVELOPMENT AGREEMENT



This Joint Developmen t Agreement (the "Agreement") is made and entered into as of this 5th day of June, 1999 ("Effective Date") by and between Commerce One, Inc., a California corporation, with offices at 1600 Riviera Avenue, Walnut Creek, California 94596 ("Comme rce One"), PeopleSoft, Inc., a California corporation, with principal offices at 4460 Hacienda Drive, Pleasanton, California 94588-8615 ("PeopleSoft").





Commerce One and PeopleSoft desire that Commerce One perform development work on behalf o f PeopleSoft to develop PS products, on the terms and conditions set forth herein. The intent of the parties is that Buysite 6.0 and Buysite 6.0P source code baseline shall be componentized to support the isolation of user interface and busine ss objects to serve as the potential basis for a potential future PeopleSoft procurement product.



The parties are concurrently entering into an OEM Software License Agreement ("OEM Agreement").



In consideration of the mutual promises contained herein, Commerce One and PeopleSoft agree as follows.



ARTICLE 1





The following terms shall have the following meanings herein:



1.1 "ACCEPTANCE CRITERIA" means the acceptance criteria agreed upon by the Joint Development Committee .



1.2 "CODE" means computer programming code. "Object Code" means the binary machine-executable form of Code, including object files, libraries, executable program, scripts and HTML pages. "Source Code" means the human-readable form of Code, includ ing but not limited to annotations, flow charts, use cases, ERDs and design guides..



1.3 "DELIVERABLES" shall mean the items to be delivered by a party hereto to the other party hereto in connection with the Development Task, as set forth in the Development Exhibit.



1.4 "COMMERCE ONE DELIVERABLES" shall mean the Deliverables made, conceived or reduced to practice solely by Commerce One, including all Technology and Intellectual Property Rights therein.



1.5 "PEOPLESOFT DELIVERABLES" shall mean the Deliverables made, conceived or reduced to practice solely by PeopleSoft, including all Technology and Intellectual Property Rights therein.







1.6 "DERIVATIVE WORK(S)" means a revision, modification, translation, abridg ment, condensation or expansion of a BuySite Product, PeopleSoft Product or Documentation, as the case may be, or any form in which a BuySite Product, PeopleSoft Product or Documentation, as the case may be, may be recast, transferred, or a dapted, and which, if prepared without the consent of Commerce One or PeopleSoft, as the case may be, would be a copyright infringement.



1.7 "BUYSITE PRODUCT(S)" means BuySite versions 5.0, 6.0 and all Major and Minor Updates thereto released during the term of this Agreement.



1.8 "DEVELOPMENT EXHIBIT" shall mean Exhibit A hereto.



1.9 "DEVELOPMENT SCHEDULE" shall mean the schedule for completion of the Development Task, as set forth in the Development Exhibit. 1.10 "DEVELOPMENT TASK " shall mean the development work to be performed pursuant to this Agreement and the Development Exhibit.



1.10 "Development Task" shall mean the development work to be performed pursuant to this Agreement and the Development Exhibit.



1.11 "IN TELLECTUAL PROPERTY RIGHTS" shall mean all current and future worldwide patents and other patent rights, utility models, copyrights, mask work rights, trade secrets, and all other intellectual property rights, including without limitation all app lications and registrations with respect thereto.



1.12 "OEM AGREEMENT" shall mean the OEM Agreement executed by the parties on the Effective Date.



1.13 "PEOPLESOFT PRODUCT(S)" means PeopleSoft software products as described in the Development Exhibit with which the BuySite Products are to be interfaced hereunder.



1.14 "PRODUCTS" means the BuySite Products and the PeopleSoft Products collectively.



1.15 "TECHNOLOGY" shall mean all tangible and intangible results and items arising out of or constituting the results of the Development Task, including without limitation all Deliverables, ideas, inventions, designs, know-how, notes, memor anda, documentation, and copyrighted materials, and all Intellectual Property Rights constituting, embodied in, or pertaining to any of the foregoing.



1.16 "TELCO INDUSTRY" means only those entities which carry out business in the following named telecommunication industry sub-segmentsas set forth within SIC code number 4813 (telecommunications) as they exist on the Effective Date. The named sub-segments are limited to Facilities-based telecommunication carriers (except wirele ss), Local telephone carriers (except wireless), Long-distance telephone carriers (except wireless), Telecommunications carriers (wired), Telecommunications networks (wired), and Telephone carriers facilities based (except wireless).



1.17 "UND ERLYING TECHNOLOGY" means any inventions, discoveries, ideas, formulae, processes, methods, techniques, improvements, technology, know-how, or information made, conceived or reduced to practice outside of this Agreement that are owned or controlled by







P eopleSoft and that PeopleSoft elects to include with the Deliverables hereunder, and all patents and other patent rights (including utility models), copyrights, trade secrets and other intellectual property rights in or relating to any of the foregoing, to the extent such inventions, discoveries, ideas, formulae, processes, methods, techniques, improvements, technology, know-how, or information is incorporated by PeopleSoft into, or would be infringed by the use of, the Technology. For pu r poses of this Section 1.17, "control" means the right to grant the licenses set forth in Section 3.6. If royalties or other consideration is payable to third parties, or any license is required, with respect to any Technology, PeopleSof t shall notify Commerce One of such Technology prior to incorporating such Technology within the PeopleSoft Deliverables.



1.18 "MAJOR AND MINOR UPDATES" shall have the meaning set forth in the OEM Agreement.



ARTICLE 2



DEVELOPMENT, DELIVERY AND ACCEPTANCE



2.1 DEVELOPMENT.



(a) JOINT DEVELOPMENT COMMITTEE. The parties shall establish a joint development committee comprised of six (6) members to oversee the conduct of the Development Task, monitor the progress of the Development Task, and ensure open communications between the parties. Each party shall appoint three (3) members to the Joint Development Committee. The Joint Development Committee further shall develop Acceptance Criteria for the Deliverables in a manner consistent with Exhibit A and requirements for ongoing technical support with respect to the Deliverables. Decisions of the Joint Development Committee shall be made by unanimous approval. Either party m ay change its members of the Joint Development Committee by providing written notice thereof to the other party. Disputes with respect to this Agreement which cannot be resolved by the Joint Development Committee shall be subject to the provisions of Sect i on 9.10 of this Agreement. The Joint Development Committee shall meet at least once per calendar quarter to monitor the progress of this Agreement and to manage issue resolution under this Agreement. Upon acceptance of each Deliverable, the Joint Developm e nt Committee will confirm that the designations of Deliverables as Commerce One Deliverables, PeopleSoft Deliverables or jointly developed Deliverables as set forth in the Development Exhibit are correct. Inclusion of Underlying Technology shall be subjec t to approval of the Joint Development Committee, which approval shall not be unreasonably withheld.



(b) EXCHANGE OF INFORMATION. Each party shall keep appropriate records relating to the activities contemplated by this Agreement, and shall report to the other party on the status of such activities on a regular basis.



(c) PERSONNEL. Each party shall provide engineers to support each other in the development efforts required under this Agreement.







(d) DISCLOSURE OF INFORMATIO N NECESSARY FOR PERFORMANCE OF DEVELOPMENT. Each party shall disclose such information as is in the possession of such party and that such party has the right to disclose to the extent reasonably necessary for the other party to perform the Development Ta sk.



2.2 DELIVERY AND ACCEPTANCE.



(a) Each party shall use commercially reasonable efforts to complete the Development Task and to deliver to the other party all applicable Deliverables, in accordance with the Development Schedule. Upon completion of each Deliverable, each party shall deliver to the other party all applicable Deliverables, including documentation, for evaluation by the other party pursuant to Section 2.2(b) below. In the event that either PeopleSoft or Commerce One delays in the delivery of a Deliverable attribut able to it as set forth in the Development Exhibit, the schedule for the next Deliverable of the other party hereto shall be determined by the Joint Development Committee.



(b) Upon delivery to Commerce One of the PeopleSoft Deliverables, includin g related documentation, the parties shall evaluate such Deliverables for conformity to the Acceptance Criteria. Commerce One shall provide PeopleSoft within ten (10) business days after delivery of such materials with written acceptance thereof, or a sta t ement of defects to be corrected. PeopleSoft shall promptly correct such defects and return the corrected PeopleSoft Deliverables for retesting and reevalu tion, and Commerce One shall within ten (10) business days after such redelivery provide PeopleSoft with written acceptance or a statement of defects.



(c) Upon delivery to PeopleSoft of the Commerce One Deliverables, including related documentation, PeopleSoft shall evaluate such Commerce One Deliverables for conformity to the Acceptance Crite ria. PeopleSoft shall provide Commerce One within ten (10) business days after delivery of such materials with written acceptance thereof, or a statement of defects to be corrected. Commerce One shall promptly correct such defects and return the corrected Commerce One Deliverables for retesting and reevaluation, and PeopleSoft shall within ten (10) business days after such redelivery provide Commerce One with written acceptance or a statement of defects.







ARTICLE 3 a





3.1 COMMERCE ONE OWNERSHIP. Commerce One retains all of its r ...