Master Software License Agreement

EXHIBIT 10.10


MASTER SOFTWARE LICENSE AGREEMENT


This Master Software License Agreement ("Agreement") dated January 16, 2002 ("Effective Date") is between Sprint Spectrum L.P., a Delaware limited partnership ("Sprint") and Seven Networks, Inc. a Delaware corporation ("Licensor" or "Supplier").


BACKGROUND

A. Licensor is in the business of licensing Software Products and providing Services.

B. Sprint and Licensor contemplate that they will enter into one or more Contract Orders for the license of Software Products or provision of Services or both.

C. Sprint and Licensor desire to specify the standard terms that will apply to those Contract Orders.


AGREEMENT

1.0 Definitions


" Acceptance Tests" means those Software Product acceptance tests and testing criteria set forth and defined in each applicable Contract Order.

"Authorized Contractors" means Sprint's third party contractors providing services to Sprint who are subject to written agreements no less restrictive or protective than the terms hereof. Sprint shall remain responsible for such Authorized Contractors' compliance with the terms hereof.

"Authorized Equipment Manufacturer" means a third party authorized by Sprint and approved by Seven (such approval not to be unreasonably withheld or delayed) to install and distribute a Client Piece Link.

"Authorized User" means an individual who is a Sprint or Sprint Affiliate employee, Sprint customer or Sprint Affiliate customer who has registered to access Sprint or Sprint Affiliate services by accepting the terms and conditions of an end user license agreement no less restrictive or protective of Supplier than the end user license agreement that will be provided by Sprint and approved by Licensor.


"Backwards Compatible" or "Backwards Compatibility" means that the then current version of the Software Product will remain fully functional after installation of any Upgrades and the Software Product will lose no material functionality and will inter-operate with the immediate previous sequential version of the Software Product provided to Sprint.


"Client Piece" means the executable client software piece (if any) listed on the applicable Contract Order which is installed on an Authorized User system in order to access services provided using the applicable Software Product.

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"Client Piece Link" means a link (specifically excluding the Client Piece) provided on media or installed on equipment which directs a customer to a Sprint controlled website where such user can register to become an Authorized User and download the applicable Client Piece after acceptance of an appropriate end user license agreement.

"Confidential Information" means (i) this Agreement and any other related agreement between the parties and the discussions, negotiations and proposals related to those agreements and (ii) any information exchanged in connection with this Agreement concerning the other party's business including, without limitation, tangible, intangible, visual, electronic, written, oral, present, or future information such as: (w) trade secrets, (x) financial information and pricing, (y) technical information, such as research, development, procedures, algorithms, data, designs, and know-how, and (z) business information, such as operations, planning, marketing interests, and products. The Software Product and Documentation shall be considered the Confidential Information of Supplier.

"Contract Order" means an ordering document attached hereto describing the terms and conditions for license of a Software Product and/or Services which is executed by Licensor and Sprint or a Sprint Affiliate.

"Control" means (a) the power to vote 15% or more of the voting interests of an entity or (b) ownership of 15% or more of the beneficial interests in income or capital of an entity.


" Conversion Completion Date" will be set forth in a separate Contract Order in connection with Conversion of the System by Sprint.


" Conversion Milestones" means the key dates identified as milestones in a separate Contract Order in connection with Conversion of the System by Sprint.

" Conversion Services" means the Services described in the applicable Contract Order setting forth any such Conversion Services.


"Core Function" means the major functionality, original purpose, action or focus of the Software Product.


" Customization and Development Services" means those services provided by Supplier to Sprint to customize and/or develop the System, as may be requested by Sprint from time to time, in accordance with the Specifications and Development Milestones, as described in the applicable Contract Order(s) to this Agreement.

"CPU" or "Computer" or "Hardware" or "Hardware Operating System" or "Mainframe" means data processing hardware.


"Developed Program" means any scripts, templates, dialogues, interfaces or any other program or data produced by Sprint or its contractors through the use of a Toolkit.


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"Documentation" means all user manuals, reference guides, brochures, installation manuals, release notes, error message manuals or other written documentation pertaining to the installation, use, features or performance of the Software Product provided by Licensor hereunder.


"Illicit Code" means any key, node, lock, time-out, "back door," trapdoor," "booby trap," "drop dead device," "data scrambling device," or "Trojan Horse," for enabling self-help, restraint, disabling program codes or other functions, whether implemented by electronic, mechanical or other means, which are intended to restrict use or access to any portion of any Software Product, data or information created by or accessed using the Software Product.

"Initial Term" means the initial term set forth in the applicable Contract Order, exclusive of any renewal terms.

"Licensor Personnel" means any employees, subcontractors or agents of Licensor who perform Services, act on Licensor's behalf or are paid by Licensor in connection with this Agreement.


"Net Price" means the final price paid by any customer of Licensor, including Sprint, after all discounts, reductions, rebates and adjustments of any kind are applied.

"Schedule" means a document attached to this Agreement describing the scope of the license or the Support Services or other Services relating to the Software Product.


"Services" means any services related to the Software Product that Licensor may offer, such as Support Services, installation, training, professional consulting or development services.

"Software Product" means the computer software program licensed by Licensor to Sprint pursuant to a Contract Order, including any Upgrades and Documentation provided hereunder.


"Specifications" means the functionality of the Software Product that is necessary to perform its Core Function and materially meet the requirements in the Contract Order and Documentation.

"Sprint Affiliate" means (a) any entity, directly or indirectly, Controlling, Controlled by or under common Control with Sprint; (b) any entity that is authorized to sell telecommunication services under the "Sprint" or "Sprint PCS" brand name or any successor brand name(s); or (c) any entity to which any Sprint Affiliate, as defined in clause (i) or (ii) of this definition, is required by law, regulation or contract to provide services or products.

"Supplier Personnel" means employees and contractors of Supplier.

"Support Services" means maintenance and support for the Software Product, including the delivery of Upgrades, as further defined in the Support Services Schedule.


" System" means Supplier's product as customized, developed, supplied and warranted under this Agreement, including, without limitation, all Software Products and Third Party Software Products (if any).


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" Third Party Products" means the software and equipment provided by third parties required to use the Software Product, as more fully listed in the applicable Contract Order. Except as set forth in the applicable Contract Order, Sprint shall be solely responsible for acquiring the Third Party Products that Licensor notifies Sprint of in writing.

"Third Party Software Product" means software that is licensed to Supplier by a third party.


"Toolkit" means the Software Product that permits Sprint's customization or extension of the application software and/or production of Developed Programs and which is specifically identified as a "Toolkit subject to the provisions of Section 4.3 of the Master Software License Agreement" in the applicable Contract Order.

"Upgrades" means any and all upgrades, enhancements, modifications, patches, alterations, improvements, corrections, revisions, releases, new versions or any other changes to the Software Product or Documentation which Licensor makes generally commercially available including any sequentially numbered product releases (e.g. release of product version 1.1 to 1.2 or 1.0 to 2.0).

2.0 SCOPE

2.1 General


This Agreement sets forth the terms that apply to any Schedules attached to this Agreement and any Contract Orders Sprint may issue and Licensor may accept to purchase licenses or Services under a Schedule. All Schedules and Contract Orders specifically incorporate the terms of this Agreement

2.2 No Volume Commitment


This Agreement neither authorizes nor obligates Licensor to provide nor commits Sprint to order any Software Products or Services. Sprint makes no purchase commitment whatsoever, whether in terms of dollar volume, amount or type of Software Products or Services. Sprint's issuance of an accepted Contract Order is Sprint's agreement to pay for the Software Product licensed or Services purchased (or both) and Licensor's agreement to provide the Software Product or Services (or both), in each case in accordance with this Agreement and the applicable Contract Order.

2.3 Forecasting


Sprint may provide non-binding forecasts for Software Products or Services to assist Licensor in planning. Any forecast will not be a Contract Order or otherwise considered a commitment by Sprint. 2.4 Sprint Services


Licensor may, at its option, use Sprint as its exclusive Supplier of telecommunications services. Sprint will provide the service at competitive prices based on Licensor's volume. Licensor may, at its option, roll its telecommunications services to Sprint as its current commitments expire. Telecommunications services include voice (wireline and wireless), data, Internet connectivity, local, phone systems, teleconferencing and video.

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Page 4 3.0 Affiliate Transactions

Any Sprint Affiliate may issue a Contract Order under this Agreement. Licensor is obligated to provide the Software Product and Services to the Sprint Affiliate in accordance with this Agreement and the applicable accepted Contract Order.


All references to Sprint in this Agreement refer equally to Sprint or the Sprint Affiliate executing a particular Contract Order. Only the Sprint Affiliate executing the Contract Order incurs any primary obligation or liability to Licensor with respect to the particular Contract Order.

4.0 Grant of License

4.1 Right to Use.


Upon receipt of payment for the applicable Software Product, except as where otherwise provided, Licensor grants and Sprint accepts a perpetual, fully paid-up, irrevocable (subject to Section 11.3 and 11.6), nonexclusive, nontransferable except in connection with a valid assignment under this Agreement, worldwide right and license (without a right to sublicense) to:

(a) install, execute, use, copy, test, display and perform in object code form only the Software Products and the Third Party Software Products as set forth in the Contract Order and related Documentation, only to provide Sprint services to the number of Authorized Users licensed and paid for by Sprint under the applicable Contract Order on systems which are (i) owned or controlled by Sprint, a Sprint Affiliate, Authorized Contractors and (ii) accessed by Sprint, a Sprint Affiliate or Authorized Contractor employees subject to written restrictions and obligations of confidentiality no less restrictive than the terms and conditions hereof . Unless otherwise specifically stated in the Contract Order, there is no restriction on the number of Authorized Users of the Software Product; and (b) distribute copies of the Client Piece to Authorized Users; and (c) distribute copies of the Client Piece Link to Authorized Equipment Manufacturers for installation and distribution on equipment used to access Sprint services.


For purposes of clarity, the licenses for Authorized Users purchased by Sprint under the applicable Contract Order shall be recyclable such that when an existing Authorized User account is terminated, the license for such Authorized User may be applied to a new Authorized User.

If Sprint acquires a company that has also licensed any Software Product ("Licensee"), Licensor will not unreasonably withhold its consent either to a transfer of the license agreement between Licensee and Licensor or a transfer of the licenses acquired under that agreement. Further, Licensor will not charge Licensee for granting such consent. At Sprint's option, Sprint may convert any of Licensee's licenses to licenses granted under this Agreement.

If Sprint divests a Sprint Affiliate or other portion of its business ("Divested Business"), such Divested Business will be entitled to continue using the Software Product for one year after the divestiture without either Sprint or the Divested Business incurring any additional license or other fees.

Sprint Proprietary Information


Page 5 4.2 Trade-In Option


At any time during the Initial Term of the applicable Contract Order, if Licensor discontinues a Software Product, and provided that Sprint has remained current on all support and maintenance fees for the applicable Software Product, Sprint may trade in a Software Product license for a [* * *]. The trade-in [* * *] will be calculated by determining the [* * *].

4.3 Toolkits.


Licensor grants Sprint a perpetual, fully paid-up, irrevocable, nonexclusive, transferable, worldwide right and license to modify the Toolkit to create a Developed Program. To the extent a Developed Program contains all or any portion of a Software Product or Toolkit component, Sprint agrees that any sublicenses to the Developed Program will contain terms and conditions at least as restrictive as those generally set forth in this Agreement and agreements that Sprint uses to protect its own property. Sprint retains all right, interest in and title to the Developed Programs. Licensor retains all right, interest in and title to any Software Product or Toolkit components contained in the Developed Programs.

5.0 Scope of Use

5.1 Intentionally Blank.

5.2 Right to Use Core Function.

If Licensor deletes any Core Function from the Software Product and offers that Core Function in another product, Licensor will provide the portion of the other product containing the Core Function (or the entire product if the Core Function cannot be separated out) to Sprint at [* * *] under the terms of the applicable Contract Order and any applicable Support Services Schedule. 5.3 Right to Make Copies.


Licensor will provide Sprint with master copies of the Software Product and Documentation, from which Sprint may make a reasonable number of copies in order to provide the Sprint services. Master copies of software will only include Software Products that are licensed under this Agreement. Sprint will not remove or destroy any proprietary markings or proprietary legends placed on or contained within the Software Product or Documentation. Additionally, Sprint will reproduce and include Licensor's proprietary and copyright notices on any copies of the Software Product and Documentation, including reproduction of the international copyright notice. Sprint will maintain complete records regarding the number and location of such copies, which will be available from time to time upon the request of Licensor.

5.4 Testing Copies.


Sprint has the right to make copies of and install, execute, use, copy, test, display and perform the Software Product for testing purposes including, without limitation (a) testing for date arithmetic functions; (b) testing of disaster recovery plan procedures and effectiveness and (c) testing to validate the Software Product before placing it on application development and production processors or placing it in a production environment.

* This material has been omitted pursuant to request for confidential treatment and such material has been filed separately with the Commission.

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Page 6 5.5 Connecting CPUs.


Sprint may, without notice, for any reason and at no additional cost, connect CPUs in order to operate CPUs as a single CPU, such as the operation of parallel sysplex-compatible or CMOS-compatible operating systems or CPU configurations.

5.6 Relocation.


Sprint has the right to relocate the Software Product, either temporarily or permanently, at [* * *] and for any reason, to any CPU, system or site, whether or not in existence on the Effective Date, without notice to Licensor of such relocation. If Sprint maintains parallel operations in the process of relocating the Software Product, there will be [* * *] for the relocation for the period of time reasonably necessary to complete the relocation, provided such parallel operations do not exceed [* * *] days. For purposes of clarity, this Section 5.6 applies only to relocation by Sprint between Sprint facilities or other authorized contractor facilities and does not apply to the relocation of a Software Product from hosting provided by Seven.

5.7 Third Party Software Product.

Licensor will notify Sprint in writing if the Software Product contains any Third Party Software Product and will provide Sprint all license terms and conditions related to the Third Party Software Product before Licensor delivers or installs the Software Product.

5.8 Use Restrictions.


Sprint will not use or copy the Software Product except as expressly set forth in Sections 4.1 and 5.3. Sprint will use commercially reasonable efforts, which will be no less stringent than those efforts Sprint uses to protect its own software or other similar property, to prevent the Software Product from being used in any manner that would enable any third party to use the Software Product in violation of this Agreement. Except as otherwise expressly provided in this Agreement, a Schedule or the Documentation relating to Toolkits, Sprint shall not, and shall not allow third parties to, (a) modify, adapt, translate or create derivative works based in whole or in part on the Software Product, or to reverse compile or disassemble the Software Product or (b) use any Software Product, or transfer, transmit, export or re-export any Software Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency.

5.9 Title.


This Agreement does not grant Sprint title to, or rights of ownership in, the Software Product. All Software Products furnished by Licensor, and all copies made by or on behalf of Sprint, including any translations, compilations, modifications, derivatives and partial copies, and all Updates, are and will remain the property of Licensor.

5.10 Software Evaluation.


Upon request, Licensor will provide Sprint up to [* * *] copies of any Software Product at [* * *] solely for the purposes of evaluating or testing in a non-production environment for a limited period not to exceed [* * *] days. Sprint's right to use a particular Software Product for evaluation or testing will

* This material has been omitted pursuant to request for confidential treatment and such material has been filed separately with the Commission.

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terminate after the evaluation is completed. Upon termination or expiration of the evaluation period, unless a Contract Order is issued, Sprint will return the Software Product being tested or evaluated to the Licensor or will de-install and remove the Software Product from Sprint's premises.

6.0 SUPPLIER SERVICES/SYSTEM

6.1 Scope of Services.

a. Supplier Services . Sprint and Sprint Affiliates provide critical communications services to their respective customers (collectively, " Sprint Customers" and each, a " Sprint Customer"). Sprint desires to obtain from Supplier a service consisting of (i) the ability to perform the Services set forth in the Contract Order(s) to this Agreement (the " Current Supplier Services"), and (ii) other tools and services that the Parties may agree to from time to time during the Agreement term, as shall be set forth in a Contract Order (" Future Supplier Services" and, together with the Current Supplier Services, the " Supplier Services").

b. The System . Supplier will furnish, test, develop and customize the System as set forth in the applicable Contract Order and any other Services agreed to from time to time in a manner consistent with the Specifications and provisions of this Agreement.

c. Intentionally Blank.

d. Branding of the Supplier Services . Sprint will have the full power and sole authority to name the services that will be offered to Sprint Customers. The Supplier Services will be branded by Sprint and will have customized user interfaces in accordance with Contract Orders to this Agreement.

6.2 Required Documentation.

Prior to the delivery of any Software Product or Services, Supplier will deliver or cause to be delivered to Sprint or the applicable Sprint Affiliate a copy of all Documentation (and thereafter any updates to the Documentation) in electronic copy format at no additional charge to Sprint. Supplier consents to the reproduction of the Documentation by Sprint and applicable Sprint Affiliates in accordance with the terms of this Agreement, provided that all such copies shall be marked as Supplier confidential/proprietary information.

6.3 Provision of Services.

Each future provision of Services will be agreed upon in a Contract Order to this Agreement.


Sprint Affiliates and other business divisions of Sprint, may require Supplier Services. Supplier will so provide any and all Products and/or Services to the Sprint Affiliates as agreed to by the parties and in accordance with the terms of this Agreement.

6.4 Customization and Development Services.

(a) General . Commencing on the Effective Date and except as otherwise provided in this Agreement, Supplier will develop the System on its own premises, using its own systems, Products and Supplier Personnel, as well as any Third Party Products, in accordance with the Specifications, the Development Milestones, and Service Levels agreed to in the applicable Contract Order.

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Page 8 (b) Customization and Development Services Proposals . Sprint may, from time to time, request that Supplier perform Customization and Development Services. As soon as practicable, but not later than [* * *], after definition of requirements from Sprint and as part of the Services, Supplier will provide to Sprint (i) a written description of the work Supplier anticipates performing in connection with the Customization and Development Services, (ii) a schedule for commencing and completing such work, and (iii) the number of person hours expected to be expended. In the event Sprint elects to have Supplier perform Customization and Development Services, Sprint and Supplier will execute a Contract Order therefor. Sprint and Supplier will not incur any liability until a properly executed Contract Order has been signed.

(c) Customization Reports . For each Contract Order under this Agreement, Supplier must provide Sprint weekly a written report that includes, without limitation, (i) an updated schedule of work for each Specification, (ii) identification of all problems identified that may impact schedule, functionality or performance, (iii) proposed recovery method to meet schedule, functionality or performance requirements, (iv) a schedule of Acceptance Tests to be performed, and (v) the amount of development hours actually spent for a Specification and the hours required for completion. Supplier must separately and immediately report in writing any material errors discovered in the Supplier Services and any circumstances that may lead to a delay in the Development Milestones or affect functionality or performance of the System.

(d) General Participation Right . In order to ensure the timely development of the System and effect the purposes of this Agreement, Sprint will have the right, but not the obligation, to have its personnel participate in, to the extent Sprint deems necessary, all aspects of all Services. Sprint, at its option and cost, may designate third-party developers to participate in the Customization and Development Services. Supplier shall have the right to require such developers to execute confidentiality agreements, and to approve any developers that Sprint provides, but Supplier will not unreasonably withhold or delay its consent. Supplier will work with Sprint in identifying the requisite skills for those developers. Sprint shall have the right to allow such developers to access application program interfaces provided by Licensor for such integration purposes. Notwithstanding the foregoing, Supplier shall have no obligation to make facilities or technology (including software source code and any proprietary tools, routines and other information) available to the extent reasonable to protect the Confidential Information of Licensor. The provisions of the applicable Contract Order shall be equitably adjusted to account for any increase in cost or delay due to participation by Sprint or its third-party developers.

6.5 Training.

Supplier will provide Sprint with training in accordance with the Contract Order.

6.6 Open Standards.

(a) Browsers . The Software Product is designed to function with the browsers listed in the applicable Specifications, as such list may be supplemented from time to time. In cases where Supplier

* This material has been omitted pursuant to request for confidential treatment and such material has been filed separately with the Commission.

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Personnel or subcontractors are installing Software Products in the System, such individuals will not manually or otherwise set the home page URL to any particular browser without Sprint's prior written consent. Supplier shall not be obligated to maintain or support compatibility with browsers or formats which Sprint ceases to support or offer.

(b) Other Applications. Supplier will, at all times during the Agreement, support the open standards for interfacing the Software Products with electronic mail, calendar and address book and other applications that are listed in the applicable Specifications, as such listed may be updated from time to time. Supplier shall not be obligated to maintain or support compatibility with applications which Sprint ceases to support or offer.

7.0 SOFTWARE PRODUCT DELIVERY-INSTALLATION ACCEPTANCE

7.1 Delivery.


Licensor will deliver the Software Product to Sprint in accordance with the delivery terms and conditions set forth in the Contract Order.

7.2 Licensor Installation and Sprint Acceptance.

If Sprint requests Licensor to install the Software Product, installation terms and conditions, including fees, and acceptance mechanism w ...