Have Reproduced Sample Clauses

Have Reproduced. Toshiba shall have the right to provide the Licensed WAS Technology to its third party manufacturers of Combined Broadcast Server Products (each a "Submanufacturer"), provided that each Submanufacturer shall agree in a signed writing to be bound by the applicable instructions on Toshiba set forth in this Agreement with respect to the Licensed WAS Technology, which include but is not limited to the agreement to use and copy the Licensed WAS Technology solely to create Combined Broadcast Server Products and only for Toshiba and to keep the Licensed WAS Technology confidential according to the applicable terms of this Agreement. Toshiba shall provide the name of such Submanufacturer to Wink promptly upon contracting with such Submanufacturer regarding services concerning the Licensed WAS Technology . Upon request of Wink, Toshiba promptly shall provide to Wink a copy of such signed writing with each Submanufacturer, and Toshiba shall ensure that each Submanufacturer abides by such restrictions. Toshiba agrees to indemnify, defend and hold Wink harmless from and against any loss, cost, liability or expense (including Wink's reasonable attorneys' fees) arising out of or related to a breach of the foregoing provisions by Submanufacturers. Toshiba shall promptly notify Wink if Toshiba knows or believes that a Submanufacturer has breached the provisions of this Section 3.2.
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Have Reproduced. S-A shall have the right to provide the Licensed Technology to its third party manufacturers for ROM and flash ROM chips (each a "Submanufacturer", provided that each such third party manufacturer shall agree in a signed writing (i) to manufacture Wink Engines and Combined Products only for S-A's account, (ii) not to sell or distribute Wink Engines and Combined Products except to S-A, (iii) to keep the Licensed Technology confidential pursuant to terms and conditions no less restrictive than the terms and conditions of the parties' Non-Disclosure Agreement described in Section 11 below and (iv) that Wink is a third party beneficiary of such agreement and may enforce such agreement directly against such third party manufacturer. In the event that S-A desires to provide the Licensed Technology to a Submanufacturer without also providing such Submanufacturer with software owned by S-A, S-A's provision of the Wink Engine to such Submanufacturer shall be subject to (a) Wink's written approval (not to be unreasonably withheld) of such Submanufacturer, (b) S-A's assurance that it will use the same level of care in choosing Submanufacturers for S-A Devices incorporating the Wink Engine as it does for its other products, and will take all reasonable steps to prevent unauthorized disclosure of Wink Confidential Information, (c) S-A's prompt notification to Wink if S-A knows or believes that a Submanufacturer has breached the provisions of subsection (i) - (iv) above.
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Related to Have Reproduced

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