Common use of Customer Agreements Clause in Contracts

Customer Agreements. SSG shall not distribute any Cooperative ------------------- Application or SSG Product to any Person unless SSG shall have first notified and required such Person to execute a form of customer agreement (the "Customer -------- Agreement(s)") provided by SSG, such Customers Agreement forms having: (i) ------------ terms relating to InterTrust Technology and InterTrust's rights and interests consistent with and reflective of the terms of this Agreement; and (ii) been previously approved in writing by InterTrust (such approval not to be withheld unless such Customer Agreement(s) does not reasonably protect InterTrust's rights under this Agreement or sufficiently protect InterTrust's Intellectual Property Rights. Once approved by InterTrust, the Customer Agreement(s) shall be set forth as an Exhibit to this Agreement and may be used, as applicable, by SSG as a form agreement unless and until: (a) SSG modifies such agreement (provided that InterTrust has approved such modification in writing); or (b) InterTrust reasonably requires that SSG alter the Customer Agreement to protect InterTrust's rights under this Agreement or to protect its Intellectual Property Rights, for example in view of court decisions and/or applicable regulations under the circumstances. At a minimum, the Customer Agreement forms will: (i) prohibit customers from disassembling, modifying or reverse engineering any portion of the InterTrust Technology incorporated in the SSG Product or Cooperative Application; (ii) stipulate that such customer has no right to use the SSG Product or Cooperative Application to engage in or perform any Clearinghouse Functions whatsoever unless such customer is an Authorized Clearinghouse Provider or an authorized sublicensee under Section 5.2 hereof; (iii) grant such customer only a limited license to use the Cooperative Application or SSG Product, and, as applicable, to (A) incorporate Authorized Application Software into such customer's software product to provide a Rights User Node that is Compliant with InterTrust Specifications or (B) develop and incorporate software components that provide the interface for and support operation in conjunction with a Rights User Node provided by InterTrust Commerce Technology; (iv) permit such customer to engage SSG and/or an Authorized Clearinghouse Provider to perform Clearinghouse Functions with respect to such software product; (v) provide that if such customer is permitted to modify any portion of InterTrust Technology, such customer shall grant to InterTrust a license on substantially the same terms as Section 8.4; (vi) provide that the Customer Agreement is to and for InterTrust's benefit and may be enforced by InterTrust at its discretion; and (vii) contain such other provisions as stipulated herein. SSG agrees that to the extent any form of Customer Agreement might be deemed to be unenforceable or otherwise ineffective in any jurisdiction, SSG shall, upon notification by InterTrust, substitute other forms of Customer Agreements, or take other actions, as reasonably specified by InterTrust, including, for example, specifying other generally accepted, legally effective forms of Customer Agreement, if such exists for a given jurisdiction, in order to provide InterTrust with legally enforceable protection contemplated hereunder. SSG agrees and acknowledges that SSG's performance of its obligations hereunder is necessary for InterTrust to adequately protect its Intellectual Property Rights made available hereunder, and such performance shall constitute a condition precedent to the licenses granted under Article 5 hereof. SSG shall not be obligated to file any claim in litigation to enforce the terms of Customer Agreement(s); provided that SSG -------- ---- shall, if requested by InterTrust, terminate such Customer Agreement(s) upon a material breach by such customer(s).

Customer Agreements. SSG In addition to other provisions hereof, MBC ------------------- shall not distribute any Cooperative ------------------- Application or SSG MBC Product to any Person unless SSG MBC shall have first notified and required such Person to execute a form of customer agreement (the "Customer -------- Agreement(s)") provided by SSG, such Customers Agreement forms havingagreement: (i) ------------ terms relating to InterTrust Technology and provided by InterTrust's rights and interests consistent with and reflective of the terms of this Agreement; and or (ii) provided by MBC that (a) has been previously approved in writing by InterTrust (such approval not to be withheld unless such Customer Agreement(s) does not reasonably protect InterTrust's rights under this Agreement or sufficiently protect InterTrust's Intellectual Property Rights. Once approved by InterTrust, the Customer Agreement(s) shall be set forth as an Exhibit to this Agreement and may be used, as applicable, by SSG as a form agreement unless and until: (a) SSG modifies such agreement (provided that InterTrust has approved such modification in writing); or (b) InterTrust reasonably requires that SSG alter is in accordance with the terms of this Section 6.2 (the "Customer Agreement"). The ------------------ terms of such Customer Agreement relating to InterTrust Technology may be amended from time to time by InterTrust as may be reasonably necessary to protect InterTrust's rights under this Agreement or to protect its Intellectual Property Rightshereunder, but solely for example in view subsequent executions of court decisions and/or applicable regulations under the circumstances. At a minimum, the such Customer Agreement forms willand as herein provided. The Customer Agreement shall contain, at minimum and as relevant hereunder, terms that: (i1) notify MBC customers of the restrictions on MBC's rights with respect to performing Clearinghouse Functions, granting sublicenses, and otherwise restricting the rights of such customers with respect to use of the MBC Product or Cooperative Application, as applicable, especially the InterTrust Technology incorporated therein; (2) prohibit customers from disassembling, modifying or reverse engineering any portion of the InterTrust Technology incorporated in the SSG MBC Product or Cooperative Application; (ii3) stipulate that such customer has no right to use the SSG MBC Product or Cooperative Application to engage in or perform any Clearinghouse Functions whatsoever unless without InterTrust's express authorization pursuant to a written license agreement directly between such customer is an Authorized Clearinghouse Provider or an authorized sublicensee under Section 5.2 hereofand InterTrust; (iii4) grant prohibit such customer only a limited license to use from using the Cooperative Application or SSG Product, and, as applicable, MBC Product to (A) incorporate Authorized Application Software into such customer's software make and/or exploit any commercial product to provide other than a Rights User Node that is Compliant with InterTrust Specifications or (B) develop and incorporate software components that provide the interface for and support operation in conjunction with a Rights User Node provided by InterTrust Commerce TechnologyVertical Application; (iv) permit such customer to engage SSG and/or an Authorized Clearinghouse Provider to perform Clearinghouse Functions with respect to such software product; (v) provide that if such customer is permitted to modify any portion of InterTrust Technology, such customer shall grant to InterTrust a license on substantially the same terms as Section 8.4; (vi5) provide that the Customer Agreement is to and for InterTrust's benefit and may be enforced by InterTrust at its discretion; and (vii6) contain such other provisions as stipulated herein. SSG MBC agrees that to the extent any form of Customer Agreement might be deemed to be unenforceable or otherwise ineffective in any jurisdiction, SSG shall, upon notification by InterTrust, MBC shall substitute other forms of Customer Agreements, or take other actions, as reasonably specified by InterTrust, including, for example, specifying other generally accepted, legally effective forms of Customer Agreement, if such exists for a given jurisdiction, in order to provide InterTrust with legally enforceable protection contemplated hereunder, including protection against implied licenses and claims of patent exhaustion relating to InterTrust Technology. SSG MBC agrees and acknowledges that SSGMBC's performance of its obligations hereunder is necessary for InterTrust to adequately protect its Intellectual Property Rights made available hereunder, and such performance shall constitute a condition precedent to the licenses granted under Article 5 hereof. SSG shall not be obligated to file any claim in litigation to enforce the terms of Customer Agreement(s); provided that SSG -------- ---- shall, if requested by InterTrust, terminate such Customer Agreement(s) upon a material breach by such customer(s).