AMENDMENT NO. 14 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.

EX-10.26.14 4 tnavex102614930201310q.htm AMENDMENT NO. 14 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT TNAV EX10.26.14+ 9.30.2013 10Q
Exhibit 10.26.14+

AMENDMENT NO. 14
TO THE
SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT
BETWEEN
FORD MOTOR COMPANY AND TELENAV, INC.

THIS AMENDMENT NO. 14 (“Amendment”), effective as of January 15, 2013 (“Amendment Effective Date”) supplements and amends the terms of the SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009 (“Agreement”), by and between Ford Motor Company (“Buyer” or “Ford”), a Delaware corporation with its principal office at One American Road, Dearborn, Michigan 48126, on behalf of itself and the Ford Related Companies, and TeleNav, Inc. (“Supplier” or “TeleNav”), a Delaware corporation with its principal office at 950 De Guigne Drive, Sunnyvale, CA 94085, on behalf of itself and the TeleNav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties wish to include [*****].
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties agree as follows:

1.
Agreement, Attachment V: Pricing and Royalty, Section 2, under [*****], delete [*****] in its entirety and replace with [*****].
 
2.
Agreement, Attachment V: Pricing and Royalty, Section 3, after the [*****] pricing matrix, add the following pricing for [*****], effective as of [*****]:

“[*****]
Content
Price
[*****]
[*****]
Subtotal
[*****]
[*****]
[*****]
[*****]
[*****]
Total:
[*****]
[*****]

3.
Agreement, Exhibit AA, (as added by Amendment No. 4): delete the points of contact and update as follows:

“Manager of Telenav Dealer Support: [*****]
Email: [*****]
Direct contact: [*****]

Telenav Development: [*****]
Email: [*****]

____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+

Direct contact: [*****]

4.
After Attachment IX, add Attachment X, attached hereto and incorporated by reference herein.

Except as modified and amended by this Amendment, the terms of the Agreement are ratified and confirmed by the parties hereto. This Amendment is incorporated into and made a part of the Agreement by the parties.

IN WITNESS WHEREOF, the parties have executed this Amendment by their authorized representatives as of the Amendment Effective Date.


FORD MOTOR COMPANY
By: /s/ Melissa Sheahan   
(Signature)
Name: Melissa Sheahan   
(Printed Name)
Title: SYNC Software Buyer   

Date: 9/26/13    
TELENAV, INC.
By: /s/ Michael W. Strambi   
(Signature)
Name: Michael W. Strambi   
(Printed Name)
Title: Chief Financial Officer   

Date: 10/1/13   
 

____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+

Attachment IX



Statement of Work
For

SYNC™ Generation 2 Navigation Application
[*****]
[*****]

____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+

Table of Contents

1.    Scope and Background    
6

     1.1 Lexicon
6

     1.2 References    
7

2    Project Timelines and Feature Deliverables
7

3    [*****] Analysis
7

4     Developed Software    
8

 
 
 
 
 
 


____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+



____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+

1.•
Scope and Background
Ford SYNC Generation 2 Navigation system is an in-car navigation system designed to use Microsoft SYNC as the kernel and development platform for its infotainment system to support One Ford, One World vision.
The objective of this Statement of Work (“SoW”) is to outline the schedule for the differences (delta) in Ford’s requirements and TeleNav’s PRD for [*****].
This scope of this SoW addresses only the baseline part of this project, covering [*****]. TeleNav shall address other regions in different SoWs.
Unless otherwise indicated, all Developed Software delivered under this SoW is paid for and owned by Ford, pursuant to the terms and conditions of the Software Development Agreement.
1.1
Lexicon

____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+

Word or Phrase
Interpretation
Engineering Spec
Ford’s Engineering Spec, Reference #1
Microsoft SYNC
The automobile resident interactive platform that will host the Navigation Client.
Human Machine Interface (HMI)
Human Machine Interface implementation defined by the Engineering Spec
Voice User Interface (VUI)
Voice-based User Interface implementation defined by the Engineering Spec
Navigation Plug-in
Software module that is installed in the SYNC platform in the automobile that supports features in the Engineering Spec.
Navigation Application Program Interface (Navigation APIs)
The APIs provided by the Navigation Plug-in to support HMI and VUI development
Navigation Display
TeleNav implementation of navigation screen, residing underneath Microsoft HMI layer
Desktop Manager
Microsoft infotainment system container, called Desktop Manager, where the Navigation Plug-in resides
Data Manager
Microsoft’s implementation to aggregate multiple data sources, esp. from satellite radio, of dynamic data
Event Manager
Microsoft implementation to receive and notify system events
Automatic Voice Recognition (AVR)
Nuance embedded service to provide user VUI
Text to Speech (TTS) engine
Nuance embedded text-to-speech synthesizer embedded in the automobile SYNC platform.
GPSM
The GPS Module providing location related information for real-time navigation
[*****]
[*****]
PRD
TeleNav’s Product Requirements Document
1.2
References
[*****]
2
Project Timelines and Feature Deliverables
[*****]
3
[*****]Analysis
[*****]

____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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Exhibit 10.26.14+

4
Developed Software
[*****]
1.
[*****]

____________________________
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

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