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Preview Full Doc	2001	Channel Partner Agreement for Authorized Service Providers Channel Partner Agreement for Authorized Service Providers (134K) Doc #415995: Click preview link for longer preview. Ricochet RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS THIS RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS (THE "AGREEMENT") is made as of the 1ST DAY OF SEPTEMBER, 2000 (the "Effective Date") by and between METRICOM, INC., a Delaware corporation ("METRICOM"), and GOAMERICA COMMUNICATIONS CORPORATION, a Delaware corporation ("AUTHORIZED SERVICE PROVIDER" or "ASP") with its principal offices at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (together, the "Parties"). RECITALS WHEREAS, Metricom has developed a proprietary wireless, mobile Internet access service that Metricom intends to market under the name Ricochet(TM) (the "SERVICE") as more fully defined and attached as EXHIBIT A hereto; and WHEREAS, Metricom desires to appoint ASP as a non-exclusive reseller of the Service in the Territory (as hereinafter defined), and ASP wishes to accept such appointment, all pursuant to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises, representations and warranties set forth herein, the parties hereby agree as follows: AGREEMENT 1. DEFINITIONS. Unless the context clearly requires otherwise, each of the following terms, when used herein with initial capitals, shall have the meaning set forth for such term below: 1.1 "AFFILIATE" means, when used with respect to one of the Parties hereto, any legal entity or entities controlling, controlled by, or under common control with a party to this Agreement. The term "control" as used in the immediately preceding sentence means the right to the exercise, directly or indirectly, of more than fifty percent (50%) of the voting rights attributable to the shares, partnership interests, membership shares, or other similar evidences of ownership of such controlled party. 1.2 "ASP SUBSCRIBER" means a Subscriber who has been registered for the Service by the ASP or by any ASP Reseller in accordance with this Agreement. 1.3 "GSA" means a Geographical Service Area defined as a city, together with nearby communities that have a high degree of economic and social integration with that city, including suburban areas generally considered part of the same metropolitan area. The population covered within each GSA will be at least as large as set forth on EXHIBIT B. 1.4 "MARKET LAUNCH SCHEDULE" means the schedule according to which Metricom intends to deploy the network through which Metricom will provide the Service. {TABLE} {CAPTION} {S} {C} {C} Rev. 083000 GoAmerica Authorized Service Provider Agreement Page 1 of 41 Metricom Initials: GoAmerica Initials: ------------ Confidential & Proprietary ------------ Not for use or disclosure outside of Metricom or Contractor except under written permission {/TABLE} {PAGE} 2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 1.5 "MARKS" means trademarks, service marks, logos, and trade names, whether or not registered. 1.6 "NETWORK COVERED AREA" means that portion of the GSA to be covered by the network (including the square miles set forth in the Market Launch Schedule). 1.7 "NON-COMPETE CUSTOMERS" means [**]., or their respective affiliates. 1.8 "PROMOTIONAL MATERIALS" means promotional publications, documents, software, equipment or other marketing collateral prepared or disseminated by Metricom in connection with its efforts to promote the Service to Subscribers. 1.9 "RESELLER" means any third party to whom ASP has granted the right to resell the Service to end users pursuant to SECTION 3.2. 1.10 "SERVICE YEAR" means a twelve-month period commencing upon the date that the Service is first ready for commercial operation in Phase I GSAs as determined by Metricom and communicated in writing to ASP and each anniversary thereof. 1.11 "SUBSCRIBER" means a single, individual end user of the Service. 1.12 "SUBSCRIBER DOCUMENTATION" means documentation prepared and disseminated by Metricom (in hard copy, electronic and/or online form) for use by Subscribers and ASP's sales and support organizations regarding the proper installation, set-up, troubleshooting and operation of the Service. 1.13 "TERRITORY" means the fifty (50) states of the United States of America and Canada. 1.14 "TOTAL NET CUMULATIVE SUBSCRIBERS (TNCS)" means the total number of ASP Subscribers registered in accordance with this Agreement as of any given date, less the number of ASP Subscribers that have canceled their subscriptions to the Service prior to such date. 1.15 "UNRESTRICTED ACCESS" means the ability to access and use the Service anywhere in the Territory where the Service is then-currently available. 2. RESALE OF THE SERVICE. 2.1 APPOINTMENT. Metricom hereby appoints ASP, and ASP hereby accepts appointment, as Metricom's non-exclusive reseller of the Service in the Territory. In connection therewith, ASP will identify, register, and provide sales support and customer support to ASP Subscribers in accordance with this Agreement. 415995	Metricom Metricom, Inc. ( Computer Services ) As referenced in this Channel Partner Agreement for Authorized Service Providers: METRICOM, INC. – SERVICE PROVIDERS THIS RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS (THE "AGREEMENT") is made as of the 1ST DAY OF SEPTEMBER, 2000 (the "Effective Date") by and between METRICOM, INC. , a Delaware corporation ("METRICOM"), and GOAMERICA COMMUNICATIONS CORPORATION, a Delaware corporation ("AUTHORIZED SERVICE PROVIDER" or "ASP") with its principal offices at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (together, _____________ Metricom, Inc. – address and/or addressee for receipt of notices by giving notice of the new address and/or addressee to the other party. IF TO METRICOM, TO: IF TO ASP, TO: Metricom, Inc. GoAmerica Communications Corporation 333 West Julian Street 401 Hackensack Avenue San Jose, CA 95110 Hackensack, New Jersey 07601 Facsimile: (408) 282-3076 Facsimile: 201/996-1772 Attention: Business Licensing _____________ METRICOM, INC. – under written permission {/TABLE} {PAGE} 17 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. {TABLE} {CAPTION} {S} {C} METRICOM, INC. ASP: GOAMERICA COMMUNICATIONS CORPORATION By: /s/ John Wernke By: /s/ Francis J. Elenio -------------------------------- -------------------------------- John Wernke Name: Francis J. Elenio Sr. Vice President, Marketing and ------------------------------ Sales Title: CFO ----------------------------- {/TABLE} REMAINDER _____________ Metricom, Inc. – the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT A: SERVICES OFFERING TO RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS PURPOSE: This document describes the Ricochet services which Metricom, Inc. will be offering to ASP. INTRODUCTION: Ricochet is a nationwide mobile data service offering the fastest wireless data connections to mobile professionals in small, medium and large corporations and _____________ Metricom, Inc. – PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS The following sets forth the terms and conditions applicable to your use of the Ricochet(R) Wireless Communications Service ("Ricochet") provided to you by Metricom, Inc. (R) ("Metricom"). By agreeing to use Ricochet or upon commencing use of Ricochet, you agree to use Ricochet in accordance with the terms and conditions of this Agreement and _____________ dt 1449557 ;	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2001	Employment Agreement Employment Agreement (24K) Doc #1141838: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Agreement, entered into and effective as of this 21st day of February, 2001, is by and between Ralph Derrickson ("Derrickson") and Metricom, Incorporated ("MCOM"). Whereas, MCOM, a Delaware corporation with headquarters at 333 West Julian Street, San Jose, California, desires to employ Derrickson, a Washington State resident, as its interim Chief Executive Officer, and Derrickson is willing to accept employment, on the terms and conditions of this Agreement, In consideration of the mutual covenants herein, . . . 1141838	Metricom Metricom, Inc. ( Computer Services )
Preview Full Doc	2000	Stock Option Grant Notice Stock Option Grant Notice (59K) Doc #1141854: Click preview link for longer preview. METRICOM, INC. STOCK OPTION GRANT NOTICE (2000 EQUITY INCENTIVE PLAN) Metricom, Inc. (the "Company"), pursuant to its 2000 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder a nonstatutory stock option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto . . . 1141854	Metricom Metricom, Inc. ( Computer Services ) As referenced in this Stock Option Grant Notice: METRICOM, INC. – EX-99.1 <SEQUENCE>4 <FILENAME>ex99-1.txt <DESCRIPTION>2000 EQUITY INCENTIVE PLAN <TEXT> <PAGE> 1 EXHIBIT 99.1 METRICOM, INC. STOCK OPTION GRANT NOTICE (2000 EQUITY INCENTIVE PLAN) Metricom, Inc. (the "Company"), pursuant to its 2000 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder a nonstatutory stock option _____________ Metricom, Inc. – ex99-1.txt <DESCRIPTION>2000 EQUITY INCENTIVE PLAN <TEXT> <PAGE> 1 EXHIBIT 99.1 METRICOM, INC. STOCK OPTION GRANT NOTICE (2000 EQUITY INCENTIVE PLAN) Metricom, Inc. (the "Company"), pursuant to its 2000 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder a nonstatutory stock option to purchase the number of shares of the Company's _____________ METRICOM, INC. – the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: OTHER AGREEMENTS: __________________________________________ __________________________________________ <TABLE> <CAPTION> METRICOM, INC. OPTIONHOLDER: <S> <C> By: --------------------------------- ---------------------------------------- Signature Signature Title: Date: ------------------------------ ----------------------------------- Date: ------------------------------- </TABLE> ATTACHMENTS: Stock Option Agreement, 2000 Equity Incentive Plan and Notice of Exercise < _____________ METRICOM, INC. – S> <C> By: --------------------------------- ---------------------------------------- Signature Signature Title: Date: ------------------------------ ----------------------------------- Date: ------------------------------- </TABLE> ATTACHMENTS: Stock Option Agreement, 2000 Equity Incentive Plan and Notice of Exercise <PAGE> 2 METRICOM, INC. 1999 NON-OFFICER EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Metricom, Inc. (the "Company") has _____________ Metricom, Inc. – lt;PAGE> 2 METRICOM, INC. 1999 NON-OFFICER EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Metricom, Inc. (the "Company") has granted you an option under its 2000 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in _____________ dt 1449561
Preview Full Doc	2001	Supply Agreement Supply Agreement (60K) Doc #415997: Click preview link for longer preview. SUPPLY AGREEMENT This Supply Agreement (the "AGREEMENT") is made as of November 28, 2000, by and between Sierra Wireless Data, Inc. ("SWD"), a Delaware corporation, having an office at Park 80, Plaza West, Suite 200, Saddle Brook, New Jersey, U.S.A., 07663, and GoAmerica Inc., a Delaware corporation having an office at 401 Hackensack Ave., Hackensack, NJ 07601 ("GOA"). WHEREAS the parties desire to enter into a commercial arrangement under which SWD will design, develop, manufacture and sell to GOA an agreed-upon . . . 415997	Metricom Metricom, Inc. ( Computer Services ) As referenced in this Supply Agreement: Metricom, Inc. – which forms an integral part of this Agreement: {TABLE} {CAPTION} Schedule No. Scheduled Information ------------ --------------------- {S} {C} 1 Delivery Schedules {/TABLE} 1.9 METRICOM PURCHASE AGREEMENT. If GOA is approved by Metricom, Inc. as a "designee" under the Purchase Agreement (the "Metricom Agreement") dated November 9, 1999 between SWD and Metricom., Inc., then to the extent that there is any conflict or _____________ Metricom., Inc. – TABLE} 1.9 METRICOM PURCHASE AGREEMENT. If GOA is approved by Metricom, Inc. as a "designee" under the Purchase Agreement (the "Metricom Agreement") dated November 9, 1999 between SWD and Metricom., Inc. , then to the extent that there is any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Metricom Agreement, the _____________ dt 1449558 ; GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Supply Agreement: GoAmerica Inc – by and between Sierra Wireless Data, Inc. ("SWD"), a Delaware corporation, having an office at Park 80, Plaza West, Suite 200, Saddle Brook, New Jersey, U.S.A., 07663, and GoAmerica Inc ., a Delaware corporation having an office at 401 Hackensack Ave., Hackensack, NJ 07601 ("GOA"). WHEREAS the parties desire to enter into a commercial arrangement under which SWD will design, _____________ GOAMERICA INC – of the substantive law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. SIERRA WIRELESS DATA, INC. GOAMERICA INC . /s/ Jason Cohenour /s/ Joseph Korb ----------------------------------- ------------------------------------ Signature Signature Jason Cohenour Joseph Korb ----------------------------------- ------------------------------------ Name: Name: President ----------------------------------- ------------------------------------ Title: Title: -19- {PAGE} 20 Confidential Materials omitted and filed separately with the Securities _____________ dt 1337747 ;	Sierra Wireless Sierra Wireless, Inc. ( Communications Equipment ) As referenced in this Supply Agreement: Sierra Wireless, Inc. – other and will be deemed received on the third business day after mailing: -16- {PAGE} 17 If to Sierra Wireless Data, Inc. With a copy to: Park 80, Plaza West Sierra Wireless, Inc. Suite 200 13575 Commerce Parkway, Suite 150 Saddle Brook, NJ 07663 USA Richmond, BC, Canada V6V 2LI Attention: President Attention: President If to GOA 401 Hackensack Ave. Hackensack, NJ _____________ dt 1476213
Preview Full Doc	2000	Technology License, Manufacturing and Purchase Agreement Technology License, Manufacturing and Purchase Agreement (69K) Doc #628365: Click preview link for longer preview. TECHNOLOGY LICENSE, MANUFACTURING AND PURCHASE AGREEMENT THIS TECHNOLOGY LICENSE, MANUFACTURING AND PURCHASE AGREEMENT, (the "Agreement") is entered Into as of the 13th day of October, 1999, (the "Effective Date") by and between METRICOM, INC., a Delaware corporation, with its principal offices at 980 University Avenue, Los Gatos, California 95030-2375 ("Metricom") and NOVATEL WIRELESS, INC., a Delaware corporation, with its principal offices at 9360 Towne Centre, Suite 110, San Diego, CA 92121 ("Novatel"). WHEREAS, . . . 628365	Metricom Metricom, Inc. ( Computer Services ) As referenced in this Technology License, Manufacturing and Purchase Agreement: METRICOM, INC. – MANUFACTURING AND PURCHASE AGREEMENT THIS TECHNOLOGY LICENSE, MANUFACTURING AND PURCHASE AGREEMENT, (the "Agreement") is entered Into as of the 13th day of October, 1999, (the "Effective Date") by and between METRICOM, INC. , a Delaware corporation, with its principal offices at 980 University Avenue, Los Gatos, California 95030-2375 ("Metricom") and NOVATEL WIRELESS, INC., a Delaware corporation, with its principal offices at _____________ Metricom, Inc. – for a party as will be specified by like notice; provided, that notices of a change or address will be effective only upon receipt thereof): If to Metricom, addressed to: Metricom, Inc. 980 University Avenue Los Gatos, CA 95030 if to Novatel, addressed to: Novatel Wireless, Inc. 9380 Towne Centre Suite 110 San Diego, CA 92121 -18- {PAGE} 19 18.9 _____________ METRICOM, INC. – thereof. -19- {PAGE} 20 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, including the Exhibits attached hereto and incorporated herein by reference, as of the Effective Date. METRICOM, INC. NOVATEL WIRELESS, INC. /s/ /s/ ----------------------------------- --------------------------------------- Signature Signature ----------------------------------- --------------------------------------- Printed Name Printed Name ----------------------------------- --------------------------------------- Title Title ----------------------------------- --------------------------------------- Date Date -20- {PAGE} 21 EXHIBIT A NOVATEL KNOW-HOW, PATENTS AND TECHNOLOGY NONE {PAGE} 22 _____________ dt 1449559 ;	Novatel Wireless Novatel Wireless, Inc. ( Communications Equipment ) As referenced in this Technology License, Manufacturing and Purchase Agreement: NOVATEL WIRELESS, INC. – day of October, 1999, (the "Effective Date") by and between METRICOM, INC., a Delaware corporation, with its principal offices at 980 University Avenue, Los Gatos, California 95030-2375 ("Metricom") and NOVATEL WIRELESS, INC. , a Delaware corporation, with its principal offices at 9360 Towne Centre, Suite 110, San Diego, CA 92121 ("Novatel"). WHEREAS, Metricom has developed a Network; and WHEREAS, the parties desire _____________ Novatel Wireless, Inc. – a change or address will be effective only upon receipt thereof): If to Metricom, addressed to: Metricom, Inc. 980 University Avenue Los Gatos, CA 95030 if to Novatel, addressed to: Novatel Wireless, Inc. 9380 Towne Centre Suite 110 San Diego, CA 92121 -18- {PAGE} 19 18.9 AMENDMENT. No amendment, modification or supplement of any provision of the Agreement will be valid _____________ NOVATEL WIRELESS, INC. – PAGE} 20 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, including the Exhibits attached hereto and incorporated herein by reference, as of the Effective Date. METRICOM, INC. NOVATEL WIRELESS, INC. /s/ /s/ ----------------------------------- --------------------------------------- Signature Signature ----------------------------------- --------------------------------------- Printed Name Printed Name ----------------------------------- --------------------------------------- Title Title ----------------------------------- --------------------------------------- Date Date -20- {PAGE} 21 EXHIBIT A NOVATEL KNOW-HOW, PATENTS AND TECHNOLOGY NONE {PAGE} 22 EXHIBIT B PATENTS _____________ dt 1452568
Preview Full Doc	2000	Technology License, Manufacturing and Purchase Agreement Technology License, Manufacturing and Purchase Agreement (69K) Doc #628491: Click preview link for longer preview. TECHNOLOGY LICENSE, MANUFACTURING AND PURCHASE AGREEMENT THIS TECHNOLOGY LICENSE, MANUFACTURING AND PURCHASE AGREEMENT, (the "Agreement") is entered Into as of the 13th day of October, 1999, (the "Effective Date") by and between METRICOM, INC., a Delaware corporation, with its principal offices at 980 University Avenue, Los Gatos, California 95030-2375 ("Metricom") and NOVATEL WIRELESS, INC., a Delaware corporation, with its principal offices at 9360 Towne Centre, Suite 110, San Diego, CA 92121 ("Novatel"). WHEREAS, . . . 628491	Metricom Metricom, Inc. ( Computer Services ) As referenced in this Technology License, Manufacturing and Purchase Agreement: METRICOM, INC. – MANUFACTURING AND PURCHASE AGREEMENT THIS TECHNOLOGY LICENSE, MANUFACTURING AND PURCHASE AGREEMENT, (the "Agreement") is entered Into as of the 13th day of October, 1999, (the "Effective Date") by and between METRICOM, INC. , a Delaware corporation, with its principal offices at 980 University Avenue, Los Gatos, California 95030-2375 ("Metricom") and NOVATEL WIRELESS, INC., a Delaware corporation, with its principal offices at _____________ Metricom, Inc. – for a party as will be specified by like notice; provided, that notices of a change or address will be effective only upon receipt thereof): If to Metricom, addressed to: Metricom, Inc. 980 University Avenue Los Gatos, CA 95030 if to Novatel, addressed to: Novatel Wireless, Inc. 9380 Towne Centre Suite 110 San Diego, CA 92121 -18- {PAGE} 19 18.9 _____________ METRICOM, INC. – thereof. -19- {PAGE} 20 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, including the Exhibits attached hereto and incorporated herein by reference, as of the Effective Date. METRICOM, INC. NOVATEL WIRELESS, INC. /s/ /s/ ----------------------------------- --------------------------------------- Signature Signature ----------------------------------- --------------------------------------- Printed Name Printed Name ----------------------------------- --------------------------------------- Title Title ----------------------------------- --------------------------------------- Date Date -20- {PAGE} 21 EXHIBIT A NOVATEL KNOW-HOW, PATENTS AND TECHNOLOGY NONE {PAGE} 22 _____________ dt 1449560 ;	Novatel Wireless Novatel Wireless, Inc. ( Communications Equipment ) As referenced in this Technology License, Manufacturing and Purchase Agreement: NOVATEL WIRELESS, INC. – day of October, 1999, (the "Effective Date") by and between METRICOM, INC., a Delaware corporation, with its principal offices at 980 University Avenue, Los Gatos, California 95030-2375 ("Metricom") and NOVATEL WIRELESS, INC. , a Delaware corporation, with its principal offices at 9360 Towne Centre, Suite 110, San Diego, CA 92121 ("Novatel"). WHEREAS, Metricom has developed a Network; and WHEREAS, the parties desire _____________ Novatel Wireless, Inc. – a change or address will be effective only upon receipt thereof): If to Metricom, addressed to: Metricom, Inc. 980 University Avenue Los Gatos, CA 95030 if to Novatel, addressed to: Novatel Wireless, Inc. 9380 Towne Centre Suite 110 San Diego, CA 92121 -18- {PAGE} 19 18.9 AMENDMENT. No amendment, modification or supplement of any provision of the Agreement will be valid _____________ NOVATEL WIRELESS, INC. – PAGE} 20 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, including the Exhibits attached hereto and incorporated herein by reference, as of the Effective Date. METRICOM, INC. NOVATEL WIRELESS, INC. /s/ /s/ ----------------------------------- --------------------------------------- Signature Signature ----------------------------------- --------------------------------------- Printed Name Printed Name ----------------------------------- --------------------------------------- Title Title ----------------------------------- --------------------------------------- Date Date -20- {PAGE} 21 EXHIBIT A NOVATEL KNOW-HOW, PATENTS AND TECHNOLOGY NONE {PAGE} 22 EXHIBIT B PATENTS _____________ dt 1452577

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