Statement of Work Regarding Open XML under the Second Amended and Restated Technical Collaboration Agreement, between Microsoft Corporation and the Registrant, effective as of April 1, 2010
Exhibit 10.68
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality requested. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the United States Securities and Exchange Commission.
Exhibit B
Statement of Work Regarding Open XML
This Statement of Work is entered into by and between Microsoft and Novell on April 1, 2010 (“Statement of Work Effective Date”) under that Second Amended and Restated Technical Collaboration Agreement between the parties with an Effective Date as of November 2, 2006 (“Agreement”).
| 1. | Project Title and Description |
Title: Improving Microsoft-Novell Interoperability through Open XML
Description: The project has three primary goals:
| a) | Increased interoperability between the Microsoft Office and Novell OpenOffice productivity suites through improved data portability as enabled via native support of the Open XML standard; (NOTE: all references in this SOW to “Novell OpenOffice” shall be references to “Novell OpenOffice Products” as defined in the Agreement); |
| b) | A stronger Open XML ecosystem as enabled by implementations from multiple software vendors; and, |
| c) | A higher quality Open XML standard as enabled by more active implementer participation in defect handling, enhancements and strategic direction setting. In this regard, the project goals include Novell being an active, participating implementer in the maintenance and evolution of the Open XML standard; Novell participating in the standard evolving in a manner that is consistent with the needs of modern productivity suites (appropriate backward compatibility behaviors, sufficient means for implementers to innovate based on customer needs, appropriate degree of stability of the standard, etc.); and Novell being a first-class implementer of the Open XML standard and actively sharing their experiences with the rest of the Open XML community. |
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| 2. | Parties’ General Obligations |
Novell:
(NOTE: As used in this section, the term “participate” refers only to those deliverables defined in Section 5):
| a) | Develop, implement and release a native Open XML implementation as part of regular updates to Novell OpenOffice; |
| b) | Participate in the Ecma TC45 standards body; |
| c) | Participate in the JTC 1 SC34/WG4 standards body; and, |
| d) | Participate in DII (Document Interop Initiative), or similar, events. |
Microsoft:
| a) | Fund Novell’s efforts as directed by this Agreement. |
| 3. | Project Costs |
Total cost: [***]
Cost Breakdown Overview:
| a. | [***] |
| b. | [***] |
| c. | [***] |
| 4. | Success Metrics |
Development Success:
Novell OpenOffice can save documents, spreadsheets and presentations using the ISO/IEC 29500 standard. Agreed Upon Content, as defined below, and further defined (as appropriate) in ISO/IEC 29500, and supported by the Novell authoring application, are persisted per the standard; some Agreed Upon Content which is not defined in ISO/IEC 29500 yet supported by the Novell authoring application is persisted using ISO/IEC 29500 extensibility mechanisms, including, but not limited to, ISO/IEC 29500-3 section 10. (NOTE: all references in this SOW to “ISO/IEC 29500” shall be references to “ISO/IEC 29500:2008”)
Novell OpenOffice can open Microsoft Office 2010 documents, spreadsheets and presentations. Agreed Upon Content that is defined in ISO/IEC 29500 and supported by the consuming Novell authoring application should be editable in said application; some Agreed Upon Content which is not defined in ISO/IEC 29500 and/or not supported by the Novell authoring application is persisted pursuant to ISO/IEC29500-2 section 9.
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“Agreed Upon Content” is defined as the details associated with Section 5 of this Statement of Work (except to the extent something is defined in ISO/IEC 29500). Both parties, at the beginning of each milestone, will identify which sub clauses of the milestone clauses will be considered Agreed Upon Content by a written agreement. Changes to Agreed Upon Content can be made if agreed to by both parties by a written agreement.
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| 5. | Novell Timeline and Project Deliverables |
Development Deliverables: Milestones descriptions are cumulative.
MILESTONE #1
| • | Novell OpenOffice can open Microsoft Office 2007-generated Open XML files without failures; unsupported features are lost on open. |
| • | Novell OpenOffice can open Microsoft Office 2010-generated Open XML files without failures; unsupported features are lost on open. |
| • | Novell OpenOffice can save files containing M1 features, scoped to those features supported in Novell OpenOffice, using the Open XML standard. |
| Timeframe | Feature Set for Milestone | Summary of Major Work Items | Novell Deliverables | |||
| Q2CY10 |
Open Packaging Conventions 1. Package Model ( 9 ) 2. Physical Model ( 10 ) 3. Core Properties ( 11 ) 4. Thumbnails ( 12 )
WordProcessingML 5. Main Document Story (17.2) 6. Paragraphs and Rich Formatting (17.3) - Part 1 7. Styles (17.7)
SpreadsheetML 8. Workbook (18.2) 9. Worksheets (18.3) 10. Shared String Table (18.4) 11. Formulas (18.17) - Part 1
PresentationML 12. Presentation (19.2) 13. Slides (19.3) - Part 1
DrawingML 14. Main (20.1, 21.1) - Part 1 15. Picture (20.2) - Part 1
SharedML 16. Office Document Relationships (22.8) |
Opening Microsoft Office 2010 Files 1. Novell OpenOffice updated to skip over unknown Microsoft Office 2010-specific content
Saving Novell OpenOffice Files 2. Novell implements native OPC support 3. Novell implements native Open XML save support for M1 feature set. |
1. Patch for Novell OpenOffice 2. Test files for validation |
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MILESTONE #2
| • | Novell OpenOffice can open Microsoft Office 2007-generated Open XML files without failures; M1 features supported; unsupported features are lost on open. |
| • | Novell OpenOffice can open Microsoft Office 2010-generated Open XML files without failures; M1 features supported; unsupported features are lost on open. |
| • | Novell OpenOffice can save files containing M2 features, scoped to those features supported in Novell OpenOffice, using the Open XML standard. |
| Timeframe | Feature Set for Milestone | Summary of Major Work Items | Novell Deliverables | |||
| Q3CY10 | WordProcessingML 1. Paragraphs and Rich Formatting (17.3) — Part 2 2. Numbering (17.9)
| Saving Novell OpenOffice Files 1. Novell implements native Open XML save support for M2 feature set.
| 1. Patch for Novell OpenOffice 2. Test files for validation | |||
| Q4CY10 |
SpreadsheetML 3. Formulas (18.17) — Part 2 4. Comments (18.7)
PresentationML 5. Slides (19.3) — Part 2
DrawingML 6. Main (20.1, 21.1) — Part 2 7. Picture (20.2) — Part 2
SharedML 8. Extended Properties (22.2) 9. Custom Properties (22.3) 10. Variant Types (22.4) |
Opening Microsoft Office 2010 Files 2. Novell OpenOffice updated to support M1 features and skip over unknown Microsoft Office 2010- specific content
Saving Novell OpenOffice Files 3. Novell implements native Open XML save support for M2 feature set. |
1. Patch for Novell OpenOffice 2. Test files for validation | |||
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MILESTONE #3
| • | Novell OpenOffice can open Microsoft Office 2007-generated Open XML files without failures; M2 features supported; unsupported features are lost on open. |
| • | Novell OpenOffice can open Microsoft Office 2010-generated Open XML files without failures; M2 features supported; unsupported features are lost on open. |
| • | Novell OpenOffice can save files containing M3 features, scoped to those features supported in Novell OpenOffice, using the Open XML standard. |
| • | Novell OpenOffice can save files containing Novell-specific features using the Open XML standard. |
| Timeframe | Feature Set for Milestone | Summary of Major Work Items | Novell Deliverables | |||
| Q1CY11 | WordProcessingML 1. Tables (17.4) 2. Headers and Footers 3. Footnotes and Endnotes 4. Fields and Hyperlinks
SpreadsheetML 5. Tables (18.5) 6. Styles (18.8)
| Opening Microsoft Office 2010 Files 1. Novell OpenOffice updated to
Saving Novell OpenOffice Files 2. Novell implements native Open | 1. Patch for Novell 2. Test files for | |||
| Q2CY11 | PresentationML 7. Comments (19.4)
DrawingML 8. Charts (21.2) 9. Chart Drawing (21.3) 10. Diagrams (21.4) |
Opening Microsoft Office 2010 Files 3. Novell OpenOffice updated to
Saving Novell OpenOffice Files 4. Novell implements native Open 5. Novell implements Novell-specific |
3. Patch for Novell 4. Test files for validation | |||
| Q3CY11 | Saving Novell OpenOffice Files 6. Novell implements native Open 7. Novell implements Novell-specific
| 5. Patch for Novell 6. Test files for | ||||
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MILESTONE #4
| • | Novell OpenOffice can save files containing M4 features, scoped to those features supported in Novell OpenOffice, using the Open XML standard. |
| Timeframe | Feature Set for Milestone | Summary of Major Work Items | Novell Deliverables | |||
| Q3CY11 |
WordProcessingML 1. Sections (17.6) 2. Annotations (17.13)
DrawingML 3. WordProcessingML SharedML 4. Math (22.1) |
Opening Microsoft Office 2010 Files 1. Novell OpenOffice updated to support
Saving Novell OpenOffice Files 2. Novell implements native
|
1. Patch for Novell 2. Test files for |
MILESTONE #5
| • | Novell OpenOffice can open Microsoft Office 2007-generated Open XML files without failures; M3 & 4 features supported; unsupported features are lost on open. |
| • | Novell OpenOffice can open Microsoft Office 2010-generated Open XML files without failures; M3 & 4 features supported; unsupported features are lost on open. |
| • | Novell OpenOffice can save files containing M5 features, scoped to those features supported in Novell OpenOffice, using the Open XML standard. |
| • | Novell OpenOffice can save files containing-Novell-specific features using the Open XML standard. |
| Timeframe | Feature Set for Milestone | Summary of Major Work Items | Novell Deliverables | |||
| Q4CY11 |
PresentationML 1. Animation (19.5)
DrawingML 2. WordProcessingML Drawing 3. SpreadsheetML Drawing (20.5) |
Opening Microsoft Office 2010 Files 1. Novell OpenOffice updated to support 2. Novell OpenOffice updated to support 3. Novell OpenOffice updated to support
Saving Novell OpenOffice Files 4. Novell implements native Open XML 5. Novell implements Novell-specific
|
1. Patch for Novell 2. Test files for |
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Participation Deliverables:
| • | Novell will participate in at least three Ecma TC45 quarterly telephone conferences per year for a period of two years. |
| • | Novell will participate in at least four JTC 1 SC34 WG4 telephone conferences per quarter for a period of two years. |
| • | Novell will participate in at least three JTC 1 SC34 WG4 face-to-face meetings per year for a period of two years. |
| • | Novell will participate in at least three DII or similar events per year for a period of two years. |
| 6. | Project Terms |
Start Date: As of the Statement of Work Effective Date
End Date: November 30, 2011
In no event, however, will this Project continue past the expiration or termination of the Agreement. Under no circumstance will termination or expiration of this SOW result in termination or expiration of the TCA.
| 7. | Other |
Microsoft agrees to reimburse Novell for any of the costs identified in Section 3 above that are incurred by Novell, up to the amounts identified in Section 3 of this Statement of Work and in any case subject to Section 5 of the Agreement. Neither party will exceed the anticipated project costs attributed to such party in Section 3 without the other party’s prior written agreement. Further, both parties acknowledge and agree that total accumulated actual project costs for this and any other Statements of Work shall not exceed the Total Expense Cap set forth in Section 5 of the Agreement without the parties’ express written agreement to such effect.
Notwithstanding the foregoing, the parties agree that the payments due Novell under this SOW shall be charged against the Total Expense Cap available under Section 5.5(d) of the Agreement. The parties further agree that such Total Expense Cap shall be [***].
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Novell may contract with a Subcontractor on terms requiring the Subcontractor to comply with the applicable terms of this SOW and the TCA.
This SOW does not change the ownership of anything created, developed, provided, delivered, published, made available, or demonstrated hereunder, and under no circumstances are the deliverables hereunder works made for hire.
This SOW may be terminated by either party in the event that the other party has materially breached any term of this SOW upon receipt of written notice thereof if the nonperformance or breach is incapable of cure, or upon the expiration of ten (10) days (or such additional cure period as the non-defaulting party may authorize) after receipt of written notice thereof if the nonperformance or breach is capable of cure and has not been cured.
The parties consider this SOW and all discussions regarding it as confidential information subject to the NDA between the parties dated as of April 1, 2004, as amended on May 12, 2004.
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THIS STATEMENT of WORK is entered into by the parties as of date of the last signatory below.
| Novell, Inc. | Microsoft Corporation | |||||||
| By: | /s/ James P. Ebzery | By: | /s/ Mike Neil | |||||
| Name: | James P Ebzery | Name: | Mike Neil | |||||
| Title: | SVP General Manager | Title: | General Manager | |||||
| Date Signed: | 3/24/2010 | Date Signed: | 3/29/2010 | |||||
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