Common use of Compliance with InterTrust Specifications Clause in Contracts

Compliance with InterTrust Specifications. SSG shall not commence ----------------------------------------- the distribution, sale or other transfer of any specific SSG Product or Cooperative Application, or perform any service directly relating to such products or applications, unless such SSG Product, Cooperative Application and/or service is in Compliance with InterTrust Specifications. InterTrust may, from time to time in its sole discretion, modify InterTrust Specifications to accommodate changes in InterTrust Technology, and any related InterTrust product development, for purposes of, for example, improving architectural integrity, functional capability, standardization, security capability, efficiency, and/or interoperability of InterTrust Commerce-based technology, components, products and services (a "New --- Specification"). InterTrust shall use commercially reasonable efforts to ------------- maintain compatibility between a New Specification and the then-preceding Specification, unless considerations of security, interoperability, performance, or functionality enhancement indicate that such compatibility is not commercially appropriate. To the extent InterTrust releases a New Specification that applies to any portion of a Cooperative Application, SSG Product and/or service then being performed or distributed by SSG (as applicable), SSG shall bring any further such products delivered to customers, and/or any services for any such products (as applicable), into Compliance with such New Specification as of the earliest to occur of: (i) the next version, release, or production cycle of such Cooperative Application, SSG Product and/or service (the "Next Version"), as earlier ------------ applicable, but only to the extent that SSG receives notice of such New Specification within a reasonably sufficient time of such Next Version to accommodate new aspects of such New Specification; and (ii) [*] ([*]) months after SSG receives a released copy of such New Specification. InterTrust and SSG further agree that SSG shall, within [*] ([*]) months after receiving a released copy of such New Specification, implement such new aspects of such New Specification for all applicable services supporting and/or employing SSG Products and Cooperative Applications and/or any other products employing InterTrust Technology provided to customers and not meeting such New Specification. Notwithstanding the foregoing, should serious technical interoperability and/or security requirements commercially necessitate more prompt action, SSG and InterTrust will confer and agree upon the most aggressive, practical schedule feasible to ensure Compliance with the New Specification for all SSG Products, Cooperative Applications, and any services relating to such products or applications. Under such conditions, SSG shall take whatever commercially appropriate steps are reasonable and required under the circumstances to minimize or eliminate a continuation of such interoperability and/or security problems.

Appears in 3 contracts

Samples: Technology Development and License Agreement (Intertrust Technologies Corp), License Agreement (Intertrust Technologies Corp), License Agreement (Intertrust Technologies Corp)

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Compliance with InterTrust Specifications. SSG In addition to such ----------------------------------------- other restrictions as provided herein, MBC shall not commence ----------------------------------------- the distribution, sale or other transfer of any specific SSG MBC Product or and/or Cooperative Application, or perform any service directly relating to using such products or applicationsMBC Product and/or Cooperative Application, unless such SSG MBC Product, Cooperative Application and/or such service is in Compliance with InterTrust Specifications. InterTrust may, from time to time in its sole discretion, modify InterTrust Specifications to accommodate changes progress in InterTrust Technology, Technology and any related InterTrust product development, for purposes ofand, for exampleamong other things, improving to promote architectural and functional integrity, functional capability, standardization, security capability, efficiency, and/or capability and interoperability of InterTrust CommerceInterTrust-based technology, components, products and services (a "New --- Specification"). Such modifications shall be made at such ----------------- times and involve such modifications as reasonably determined by InterTrust in view of applicable prevailing U.S. software industry standards and the circumstances motivating such modification. InterTrust shall use commercially reasonable efforts to ------------- maintain compatibility compatability between a New Specification and the then-then preceding Specification, unless considerations of security, interoperability, performance, or functionality enhancement indicate that such compatibility is not commercially appropriate. To the extent InterTrust modifies or revises an InterTrust Specification, or releases a new InterTrust Specification, and such New Specification that applies to any portion of a Cooperative Application, SSG Application and/or MBC Product and/or service then being performed or distributed used to perform services, and/or being distributed, by SSG MBC (as applicable), SSG MBC shall bring any further such products delivered to customers, and/or any services for any such products (as applicable), into Compliance with such New Specification as of the earliest to occur of: (i) the next version, release, or production cycle of such Cooperative Application, SSG MBC Product and/or the next use thereof to provide any service related thereto (the "Next Version"), as earlier ------------ applicable, but only to the extent that SSG MBC ------------- receives notice of such New Specification (in accordance with the procedures of Section 14.5 hereof) within a reasonably sufficient time of such Next Version to accommodate new aspects of such New Specification; and (ii) [*] ([*]) months after SSG MBC receives a released copy of such New SpecificationSpecification (pursuant to the notice provision of Section 14.5 hereof). Subject to reasonable business circumstances, InterTrust and SSG further MBC may agree that SSG shallin writing, within each in their sole discretion, to a set period of time longer than such [*] (month period, but no longer than [*]) ] months after receiving MBC receives a released copy of such New Specification, implement Specification (pursuant to the notice provision of Section 14.5) to accommodate such new aspects of such New Specification for certain or all applicable services supporting and/or employing SSG Products and applicable, previously existing MBC Products, Cooperative Applications and/or any other products employing InterTrust Technology provided to customers and not meeting such New Specificationrelated services. Notwithstanding the foregoing, should serious technical interoperability and/or security requirements commercially necessitate more prompt action, SSG MBC and InterTrust will confer and agree upon the most aggressive, practical schedule feasible to ensure reach Compliance with the New Specification for all SSG Products, Cooperative ApplicationsSpecification, and any services relating to such products or applications. Under such conditions, SSG MBC shall take whatever commercially CONFIDENTIAL appropriate steps are reasonable and required under the circumstances to minimize or eliminate a continuation of such interoperability and/or security problems.

Appears in 3 contracts

Samples: Development and License Agreement (Intertrust Technologies Corp), Preferred Stock Purchase Agreement (Intertrust Technologies Corp), Preferred Stock Purchase Agreement (Intertrust Technologies Corp)

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