Master Services Agreement (2000)Full Document 

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                           MASTER SERVICES AGREEMENT

     This Master Services Agreement, including 
hereto (the "AGREEMENT"), is entered into as of the last date signed by either
party on the signature page below (the "EFFECTIVE DATE") between Linuxcare,
Inc., a Delaware corporation with an office at 650 Townsend Street Suite 3244A,
San Francisco, CA 94103, USA (Phone: 415-354-4878; Fax: 415-701-7457)
("LINUXCARE") and "COMPANY" listed below.

Company:   Hewlett-Packard Company           Contact: Kristy Ward
           Software Services Division
Address:   100 Mayfield Ave MS 36LA          Phone: 650-691-5361
           Mountain View CA 94043            Fax: 650-691-5152
           E-Mail: Kristy_Ward@hp.com


                             SERVICES INFORMATION

               Service Level:                Level 3 Support and Level 4 Support
               Service Fee:                  Level 3 Support: * per hour
                                             Level 4 Support: * per hour
               Invoice Period:               monthly
               Term of Contract:             1 year (renewable)
               Technical Support Set Up Fee: *

                               SERVICES PROVIDED

     Subject to payment of all applicable fees, Linuxcare will use reasonable
commercial efforts to perform the services specified in the Statement of Work
("SOW") attached hereto as Exhibit B ("SERVICES") and incorporated herein, in
accordance with the Terms and Conditions attached hereto as Exhibit A, and
incorporated herein. Exhibits C (a Confidential Disclosure Agreement) is also
attached hereto and made a part hereof (collectively, Exhibits A, B and C shall
be called the "EXHIBITS"). Company understands that Linuxcare's performance is
dependent in part on Company's actions. Accordingly, any dates or time periods
relevant to performance of Services by Linuxcare shall be appropriately and
equitably extended to account for any delays resulting from changes to Company
products or otherwise due to Company. Company may request additional hours or
levels of Services ("EXTENDED SERVICES"), which Linuxcare may provide at
Linuxcare's sole discretion, provided that Company pays Linuxcare's then current
fees for such Extended Services and enters into such amendments to this
Agreement as mutually agreed upon by the parties hereto.

          The Exhibits contain, among other things, warranty disclaimers and
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liability limitations. Any different or additional terms of any related purchase
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order, confirmation, or similar form even if signed by the parties after the
date hereof shall have no force or effect. References in this Agreement or the
Exhibits to a capitalized term appearing on this cover page shall have the
meaning or value of such term on this cover page.

Company: Hewlett - Packard                   Linuxcare, Inc.:

By: /s/ MIKE RIGODANZO                       By: /s/ Thomas W. Philips

Name: MIKE RIGODANZO                         Name: Thomas W. Philips
      --------------                               -----------------

Title: VP & GM Software Services Division    Title: VP Sales
       ----------------------------------           --------

Date: 6 Jan. 2000                            Date: 12/28/99
      -----------                                  --------

[*] = 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.


                                   EXHIBIT A
                                   ---------

                             TERMS AND CONDITIONS

1.   Linuxcare Obligations. Upon commercial release any version of the Linux
     ---------------------
     Software (as defined in Section 1 of the SOW attached hereto as Exhibit B),
     Linuxcare will provide (i) Level 3 Support (as defined in Section 1 of the
     SOW) in accordance with Section 2 of the SOW, and (ii) Level 4 Support (as
     defined in Section 1 of the SOW attached hereto as Exhibit B) in accordance
     with Section 3 of the SOW, to the staff of Company with respect to any such
     commercially released Linux Software which is also supported by Company, in
     English only.

2.   Company Obligations. Company will (1) provide Level 1 Support and Level 2
     -------------------
     Support (as defined in Section 1 of the SOW) to End-Users; and (2) pay the
     Technical Support Set Up Fee, all Services fees, and any other fees
     hereunder in accordance with Section 5 of this Exhibit A.

3.   Training. When mutually agreed upon by both Linuxcare and Company, and
     --------
     subject to payment of all fees, Linuxcare will provide any training
     requested or required by Company in accordance with Linuxcare's current,
     published "Linuxcare Training Programs" documentation. Unless otherwise
     arranged between Company and Linuxcare, all training shall occur at
     Linuxcare's facilities in San Francisco, California on such date(s) and
     time(s) as determined by Linuxcare. The fees for training will be
     Linuxcare's then current published training fees ("CURRENT TRAINING FEES"),
     less a discount equal to ten percent (10%) of such Current Training Fees
     ("Training Fees").

4.   Consulting Services. In the event that Company requires additional levels
     -------------------
     of services outside the scope of Sections 2 and 3 of Exhibit B, or as
     otherwise agreed upon by Linuxcare and Company, Linuxcare will perform such
     consulting services for Company as mutually agreed upon by Linuxcare and
     Company, provided that the fees associated with such consulting services
     payable by Company shall be at the Linuxcare's then current consulting
     services rate ("Consulting Fee"). The consulting services rate as of the
     Effective Date of this Agreement is  * per hour; however, this rate is

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