Common use of Compliance Testing Clause in Contracts

Compliance Testing. In order to maintain secure interoperability, ------------------ reliability, and system-wide InterTrust integrity, MBC acknowledges that in support of InterTrust Technology, InterTrust may implement one or more certification programs designed to ensure that licensed products and/or associated services (including MBC Products and Cooperative Applications) use InterTrust Technology and/or Modified Technology in Compliance with InterTrust Specifications (the "Certification Program(s)"). Such ------------------------ Certification Programs may, in InterTrust's sole discretion require, for example, MBC to: (i) use a suite of test software provided by InterTrust for use by MBC to internally test and verify that Cooperative Applications, MBC Products and/or associated services are in Compliance with InterTrust Specifications; (ii) submit samples of Cooperative Applications and MBC Products and any associated programs, parameter data, and any other product information that may be technically material to Compliance with InterTrust Specifications prior to first use, distribution, sale, or other transfer to a Customer other than limited beta testing and pilot model operation as specified by InterTrust Specifications, so as to allow InterTrust (or an InterTrust delegate) to perform confidential testing ("Certification ------------- Testing"); and/or (iii) provide InterTrust with full and detailed ------- specifications and documentation related to MBC's use of InterTrust Technology and Modified Technology for MBC Products, Cooperative Applications and any associated services, wherein such specifications and documentation are material to such compliance testing and wherein all such specifications and documentation shall be certified by an authorized representative of MBC. MBC understands and acknowledges that such a Certification Program is critical to maintaining the reliability of products and services employing InterTrust Technology and/or Modified Technology, and in maintaining public confidence in the integrity of InterTrust brands as the resource for interoperable electronic commerce. MBC shall comply with the Certification Program established by InterTrust including, without limitation, provisions relating to delivery of samples, correction of non-Compliant products, and applications and associated services, and inclusion of certification marks or logos on Cooperative Applications, MBC Products and associated services. In connection with any Certification Testing, particularly the testing of submitted products and/or services, as applicable, InterTrust (or an InterTrust delegate) will respond in a prompt manner, and in no event later than one hundred twenty (120) days following its receipt of such submitted products, unless commercially reasonable factors prolong such testing. Such response shall be in the form of: (a) a written approval that the product or service is certified (such products and services not being Compliant until such certification has been granted); or (b) if not approved, a detailed summary of problems and, where feasible, suggested solutions. InterTrust (or an InterTrust delegate) will apply the Certification Program, as applicable, in a non-discriminatory and consistent manner with respect to similar products and/or services. InterTrust's rights under this Section 6.1 shall not be affected in any manner by an InterTrust decision not to perform such Certification Testing.

Compliance Testing. In order to maintain secure interoperability, ------------------ reliability, and system-wide InterTrust integrity, MBC SSG acknowledges that that: (i) in support of ------------------ InterTrust Technology, InterTrust may implement one or more certification programs designed to ensure that licensed products and/or associated services (including MBC SSG Products and any Cooperative Applications) use InterTrust Technology and/or Modified Technology in Compliance with InterTrust Specifications in accordance with this Agreement (the "Certification Program(s)"). Such ------------------------ Certification Programs may, in InterTrust's sole discretion require, for example, MBC to: (i) use a suite of test software provided by InterTrust for use by MBC to internally test ; and verify that Cooperative Applications, MBC Products and/or associated services are in Compliance with InterTrust Specifications; (ii) submit samples of Cooperative Applications and MBC Products and any associated programs, parameter data, and any other product information that may be technically material to Compliance with InterTrust Specifications prior to first use, distribution, sale, or other transfer to a Customer other than limited beta testing and pilot model operation as specified by InterTrust Specifications, so as to allow InterTrust (or an InterTrust delegate) to perform confidential testing ("Certification ------------- Testing"); and/or (iii) provide InterTrust with full and detailed ------- specifications and documentation related to MBC's use of InterTrust Technology and Modified Technology for MBC Products, Cooperative Applications and any associated services, wherein such specifications and documentation are material to such compliance testing and wherein all such specifications and documentation shall be certified by an authorized representative of MBC. MBC understands and acknowledges that such a Certification Program Program(s) is critical ------------------------ important to maintaining the reliability of products and services employing InterTrust Technology and/or Modified Technology, and in maintaining public confidence in the integrity of InterTrust brands as the resource for interoperable electronic commerce. MBC Such Certification Programs may, in InterTrust's sole discretion, require, for example, SSG: (a) to use a suite of test software provided by InterTrust for use by SSG to test and verify that Cooperative Applications and SSG Products (and/or associated services) are in Compliance with InterTrust Specifications; (b) to submit samples of Cooperative Applications and SSG Products and associated programs, parameter data, and other information (in object code form unless source code is necessary or reasonably appropriate) that may be technically material to Compliance with InterTrust Specifications, prior to first commercial distribution, sale, other transfer to, or use by, a customer or SSG service, as applicable, so as to allow InterTrust (or an InterTrust delegate) to perform confidential testing ("Certification Testing"); and --------------------- (c) to the extent that options (a) or (b) immediately above do not, or can not reasonably be anticipated to, provide sufficient information to verify Compliance, to provide InterTrust with full and detailed specifications and documentation related to SSG's use of InterTrust Technology and Modified Technology for SSG Products, Cooperative Applications, and any associated services, but only to the extent that any such specifications and documentation may be material to Certification Testing. SSG shall comply with the any Certification Program established by InterTrust including, without limitation, provisions relating to delivery of samples, correction of non-Compliant productsin accordance herewith, and applications all specifications and associated services, and inclusion documentation provided shall be certified by an authorized representative of certification marks or logos on Cooperative Applications, MBC Products and associated servicesSSG. In connection with any such Certification Testing, particularly the testing of submitted products and/or services, as applicable, InterTrust (or an InterTrust delegate) will respond in a reasonably prompt manner, and in no event later than one hundred twenty (120) days manner following its receipt of submitted products and access to, or receipt of technology supporting, such submitted productsservice, unless commercially reasonable factors prolong such testing. Such response shall be in the form of: (a1) a written approval that the product or service is certified (such products SSG Products and services Cooperative Applications not being Compliant until such certification has been granted); or (b2) if not approved, a detailed summary of problems and, where feasible, suggested solutions. InterTrust (or an InterTrust delegate) will apply the Certification Program, as applicable, in a non-discriminatory and consistent manner with respect to similar products and/or services. InterTrust's rights under this Section 6.1 shall not be affected in any manner by an InterTrust decision not to perform such Certification Testing.