License Grant and Limitations. (a) If COMPANY is creating a Final Product, then subject to all terms and conditions of this Agreement, MS grants to COMPANY a non-exclusive, non-transferable, world-wide license to: (i) reproduce, install and test the Licensed Technology Binaries on or into Final Product(s); (ii) engage a third party installer to perform on behalf of COMPANY the actions described in Section 2(a)(i); (iii) obtain the Licensed Technology Binaries on, in or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on or into a Final Product; and (iv) distribute to end users, directly or through COMPANY’s distributors, resellers, dealers and others in its distribution channels (each a “Channel Entity”), the Licensed Technology Binaries as an integrated part of a Final Product for further distribution by such Channel Entities to End Users and use by such End Users. (b) If COMPANY is creating an Interim Product, then subject to all terms and conditions of this Agreement, MS grants to COMPANY a non-exclusive, world-wide royalty-free, license to: (i) reproduce, install and test the Licensed Technology Binaries on or into Interim Product(s); (ii) engage a third party installer to perform on behalf of COMPANY the actions described in Section 2(b)(i); (iii) obtain the Licensed Technology Binaries on, in or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on, into or with an Interim Product; (iv) distribute Interim Products to Authorized OEMs solely for installation and distribution in Final Products, under such business terms negotiated between Authorized OEMs and COMPANY which are not inconsistent with the terms of this Agreement; and (v) distribute the Licensed Technology Binaries to Channel Entities as part of an Interim Product solely for further distribution to Authorized OEMs; provided COMPANY agrees to be liable for any unauthorized distribution by any Channel Entity (other than an Authorized OEM) as if such unauthorized distribution was done by COMPANY directly. (c) Except as expressly set forth in Sections 2(a)(ii) and 2(b)(ii) and the COMPANY Subsidiary Schedule, COMPANY shall not sublicense the rights granted hereunder to any third party. No COMPANY Subsidiary shall sublicense any of the rights granted to it hereunder. (d) Except as set forth in Sections 2(a) and 2(b) above, COMPANY shall not distribute or make the Licensed Technology Binaries available through any other means or channel, except: (i) COMPANY may distribute up to fifty (50) Prototypes to each of COMPANY’s business customers on a royalty-free basis solely for each such business customer’s internal evaluation purposes; provided that COMPANY takes reasonable steps, including but not limited to, imposing license restrictions on such business customer, to ensure that the Prototypes are not used in a commercially shipping product. For Prototypes which are cellular telephones, COMPANY may distribute five hundred (500) of such Prototypes to each of its carrier operators, solely for each such carrier operator’s testing of the Prototypes and such carrier operators’ network. In addition to compliance with the restrictions set forth elsewhere in Section 2, COMPANY agrees to the following conditions: (i) the Licensed Technology Binaries included in such Prototypes must not include any MS or MSCORP digital rights management features; and (ii) the Licensed Technology Binaries included in such Prototypes must contain the following statement in a prominent position on the physical housing of the device, the header files of the code, or in the accompanying documentation, as applicable: “This product includes technology owned by Microsoft Corporation and cannot be used or distributed without a license from Microsoft Licensing, GP.” COMPANY shall use commercially reasonable efforts in COMPANY’s industry to ensure that the creation and distribution of the Prototypes shall not in any way disclose or reveal the source code or trade secrets of the Licensed Technology or related Confidential Information of MS or its Suppliers. Notwithstanding the forgoing, COMPANY may distribute the Licensed Technology Binaries as part of such Prototypes; and (ii) COMPANY may distribute directly to end users of Final Products, via web or normal service channels, an updated version of the Licensed Technology Binaries that is capable of executing only on the specific Final Product. Any update must contain substantial features and functionality in addition to the Licensed Technology Binaries provided as part of such update. COMPANY shall take commercially reasonable steps in COMPANY’s industry to protect any such update from any reverse engineering.
Appears in 1 contract
Samples: Windows Media Format Components Distribution License (A-Max Technology LTD)
License Grant and Limitations. (a) If COMPANY is creating a Final Product, then subject Subject to all terms and conditions of this Agreement, MS grants to COMPANY DISTRIBUTOR a non-exclusive, non-transferablelimited license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, world-wide license toThird Party Installers, and Virtual Warehouses, and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shall:
(i) reproduce, install order and test acquire from an AR or MS Affiliate only Licensed Products listed on the Licensed Technology Binaries on or into Final Product(s)Product Viewer Tool;
(ii) engage if MS has removed a third party installer Licensed Product from the Product Viewer Tool, only continue to perform on behalf distribute the Licensed Product until the earlier of:
(A) DISTRIBUTOR's inventory of COMPANY the actions described in Section 2(a)(i)Licensed Product is exhausted;
(B) a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or
(C) termination or expiration of this Agreement;
(iii) obtain the Licensed Technology Binaries onaccept orders from OEM Customers, in or with an Interim Product from an Interim Product Provider MS approved Third Party Installers, and reproduce and install such Licensed Technology Binaries on or into a Final Product; andthird party procurement companies;
(iv) distribute to end users, directly or through COMPANY’s distributors, resellers, dealers and others in its distribution channels (each a “Channel Entity”), the Licensed Technology Binaries Product in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companies;
(v) not modify or delete the contents or packaging of the Licensed Product;
(vi) track the COA serial numbers distributed to OEM Customers, Third Party Installers, and Virtual Warehouses and submit such information to MS upon request;
(vii) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that can be shown to the reasonable satisfaction of MS to have been destroyed due to a Force Majeure event; and
(viii) order and acquire from an integrated part AR on behalf of a Final Product for further distribution by OEM Customers, and deliver to such Channel Entities to End Users OEM Customer, Recovery Images and use by such End UsersUpdate Images that are based on Licensed Products listed on the then current Royalty Rate List.
(b) If COMPANY is creating an Interim ProductDISTRIBUTOR shall not provide to OEM Customer any document, then subject information or contractual provisions that contradict, conflict with or purport to all supersede the terms and conditions of this the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customer.
(c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS grants to COMPANY Distributor set forth in the Royalty Rate List.
(d) DISTRIBUTOR shall perform the following steps for each potential OEM Customer as a non-exclusive, world-wide royalty-free, license tofunction of its role in the licensing process. DISTRIBUTOR shall:
(i) reproduce, install ensure that it uses the most current forms of the OEM Customer Agreement and test any Additional Rights Agreement(s) made available by MS to provide additional rights to the Licensed Technology Binaries on or into Interim Product(s)OEM Customer;
(ii) engage a third party installer to perform on behalf notify each potential OEM Customer that only an authorized signatory of COMPANY the actions described in Section 2(b)(i)prospective OEM Customer may execute the OEM Customer Agreement, or any Additional Rights Agreement;
(iii) obtain provide the OEM Customer a courtesy copy of all Additional Licensing Provisions for OEM Customer as posted on ECE before the OEM Customer first acquires any Licensed Technology Binaries on, in or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on, into or with an Interim Product;
(iv) distribute Interim Products verify that (A) the information provided by the potential OEM Customer is complete and correct, (B) no changes or alterations have been made to Authorized OEMs solely for installation the OEM Customer Agreement or any Additional Rights Agreement, and distribution in Final Products, under (C) each such business terms negotiated between Authorized OEMs agreement has been properly completed and COMPANY which are not inconsistent executed by an authorized representative of the potential OEM Customer;
(v) comply with the terms of this Agreementinstructions regarding Additional Rights Agreement(s) described in the Resource Guide if the OEM Customer requests Additional Rights Agreement(s) from DISTRIBUTOR;
(vi) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Resource Guide;
(vii) provide Supplemental Code on external media as received from an AR and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the applicable Supplemental Code letter from MS; and
(vviii) distribute at the Licensed Technology Binaries end of each business week, express mail to Channel Entities as part of an Interim Product solely for further distribution to Authorized OEMs; provided COMPANY agrees to be liable for any unauthorized distribution by any Channel Entity (other than an Authorized OEM) as if such unauthorized distribution was done by COMPANY directly.
(c) Except as expressly set forth in Sections 2(a)(ii) and 2(b)(ii) and the COMPANY Subsidiary Schedule, COMPANY shall not sublicense the rights granted hereunder to any third party. No COMPANY Subsidiary shall sublicense any MS both OEM Customer-signed originals of the rights granted to it hereunder.
(d) Except as set forth in Sections 2(a) and 2(b) above, COMPANY shall not distribute or make the Licensed Technology Binaries available through any other means or channel, except:
(i) COMPANY may distribute up to fifty (50) Prototypes to each of COMPANY’s business customers on a royalty-free basis solely for each such business customer’s internal evaluation purposes; provided that COMPANY takes reasonable steps, including but not limited to, imposing license restrictions on such business customer, to ensure that the Prototypes are not used in a commercially shipping product. For Prototypes which are cellular telephones, COMPANY may distribute five hundred (500) of such Prototypes to each of its carrier operators, solely for each such carrier operator’s testing of the Prototypes and such carrier operators’ network. In addition to compliance with the restrictions set forth elsewhere in Section 2, COMPANY agrees to the following conditions: (i) the Licensed Technology Binaries included in such Prototypes must not include any MS or MSCORP digital rights management features; and (ii) the Licensed Technology Binaries included in such Prototypes must contain the following statement in a prominent position on the physical housing of the device, the header files of the code, or in the accompanying documentation, as applicable: “This product includes technology owned by Microsoft Corporation and cannot be used or distributed without a license from Microsoft Licensing, GP.” COMPANY shall use commercially reasonable efforts in COMPANY’s industry to ensure that the creation and distribution of the Prototypes shall not in any way disclose or reveal the source code or trade secrets of the Licensed Technology or related Confidential Information of MS or its Suppliers. Notwithstanding the forgoing, COMPANY may distribute the Licensed Technology Binaries as part of such Prototypes; and
(ii) COMPANY may distribute directly to end users of Final Products, via web or normal service channels, an updated version of the Licensed Technology Binaries that is capable of executing only on the specific Final Product. Any update must contain substantial features and functionality in addition to the Licensed Technology Binaries provided as part of such update. COMPANY shall take commercially reasonable steps in COMPANY’s industry to protect any such update from any reverse engineering.OEM Customer
Appears in 1 contract
License Grant and Limitations. (a) If COMPANY is creating a Final Product, then subject Subject to all terms and conditions of this Agreement, MS grants to COMPANY DISTRIBUTOR a non-exclusive, non-transferablelimited license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, world-wide license toand Third Party Installers (solely upon OEM Customer's request and after DISTRIBUTOR's receipt and review of a copy of MS' letter to such OEM Customer approving the applicable Third Party Installer), and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shall:
(i) reproduce, install order and test acquire from an AR only Licensed Products listed on the Licensed Technology Binaries on or into Final Product(s)then current Royalty Rate List;
(ii) engage if MS has removed a third party installer Licensed Product from the then current Royalty Rate List, only continue to perform on behalf distribute the Licensed Product until the earlier of:
(A) DISTRIBUTOR's inventory of COMPANY the actions described in Section 2(a)(iLicensed Product is exhausted;
(B) a final shipment date set or advised by MS; or
(C) cancellation or expiration of this Agreement (including any extensions or successor agreements);
(iii) obtain distribute the Licensed Technology Binaries onProduct in the unopened form/packaging as received from the AR and/or MS;
(iv) not modify or delete the contents or packaging of the Licensed Product;
(v) track the COA serial numbers distributed to OEM Customers and Third Party Installers, and submit such information to MS upon request;
(vi) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product which can be shown to the resonable satisfaction of MS to have been destroyed by DISTRIBUTOR or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on lost to fire, flood or into a Final Productequivalent; and
(ivvii) distribute order and acquire from an AR on behalf of OEM Customers, and deliver to end userssuch OEM Customer, directly or through COMPANY’s distributors, resellers, dealers Recovery Images and others in its distribution channels (each a “Channel Entity”), Update Images that are based on Licensed Products listed on the Licensed Technology Binaries as an integrated part of a Final Product for further distribution by such Channel Entities to End Users and use by such End Usersthen current Royalty Rate List.
(b) If COMPANY is creating an Interim ProductDISTRIBUTOR shall not provide to OEM Customer any document, then subject information or contractual provisions that contradict, conflict with or purport to all supersede the terms and conditions of this the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customer.
(c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS grants to COMPANY Distributor set forth in the Royalty Rate List.
(d) DISTRIBUTOR shall perform the following steps for each potential OEM Customer as a non-exclusive, world-wide royalty-free, license tofunction of its role in the licensing process. DISTRIBUTOR shall:
(i) reproduce, install ensure that it uses the most current forms of the OEM Customer Agreement and test any Additional Rights Agreement(s) made available by MS to provide additional rights to the Licensed Technology Binaries on or into Interim Product(s)OEM Customer;
(ii) engage a third party installer to perform on behalf advise each potential OEM Customer that only an authorized signatory of COMPANY the actions described in Section 2(b)(i)prospective OEM Customer may execute the OEM Customer Agreement, or any Additional Rights Agreement;
(iii) obtain provide the OEM Customer a courtesy copy of the Additional Licensing Provisions for OEM Customer for the Licensed Technology Binaries on, in or with an Interim Product from an Interim Product Provider and reproduce and install when the OEM Customer first acquires such Licensed Technology Binaries on, into or with an Interim Product;
(iv) distribute Interim Products provide the location of the OEM Customer ECE to Authorized OEMs solely for installation an OEM Customer;
(v) verify that (A) the information provided by the potential OEM Customer is complete and distribution in Final Productscorrect, under (B) no changes or alterations have been made to the OEM Customer Agreement or any Additional Rights Agreement, and (C) each such business terms negotiated between Authorized OEMs agreement has been properly completed and COMPANY which are not inconsistent executed by the potential OEM Customer;
(vi) comply with the terms instructions regarding Additional Rights Agreement(s) on the ECE if the OEM Customer requests Additional Rights Agreement(s) from DISTRIBUTOR;
(vii) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Media Packaging Guidelines;
(viii) provide Supplemental Code and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the then current Royalty Rate List and/or a Supplemental Code letter from MS;
(ix) at the end of this Agreementeach business week, express mail to MS both OEM Customer-signed originals of the OEM Customer Agreements and any Additional Rights returned to DISTRIBUTOR, provided that each such OEM Customer is located in the Territory;
(x) upon notice from MS that an OEM Customer Agreement executed by a potential OEM Customer is unacceptable, immediately discontinue distribution of Licensed Product(s) to such potential OEM Customer and make reasonably commercial efforts to retrieve any Licensed Products(s) previously distributed to the potential OEM Customer;
(xi) notify MS within ten (10) days of any change regarding the OEM Customer's information.
(e) MS agrees that between the time DISTRIBUTOR obtains the OEM Customer's signature on the OEM Customer Agreement and such date as MS countersigns (i) DISTRIBUTOR may ship Licensed Product(s) to the OEM Customer and (ii) as between MS and DISTRIBUTOR, the OEM Customer Agreement shall be deemed countersigned by MS.
(f) DISTRIBUTOR shall instruct each OEM Customer that the OEM Customer may only distribute Licensed Product(s)(including APM):
(i) with the OEM Customer's Embedded Systems;
(ii) which OEM Customer obtained directly from an MS-authorized distributor; and
(viii) distribute in accordance with the OEM Customer Agreement. Microsoft OEM Distribution Agreement for Software Products for Embedded Systems, # * dated October 1, 2004 between MS and B SQUARE CORPORATION * Confidential Treatment Requested
(g) DISTRIBUTOR shall not remove or obscure any copyright, trademark or patent notices that appear on the Licensed Technology Binaries Product as delivered to Channel Entities as part of an Interim Product solely for further distribution to Authorized OEMs; provided COMPANY agrees to be liable for any unauthorized distribution by any Channel Entity (other than an Authorized OEM) as if such unauthorized distribution was done by COMPANY directlyDISTRIBUTOR.
(ch) Except as expressly set forth in Sections 2(a)(ii) and 2(b)(ii) and the COMPANY Subsidiary Schedule, COMPANY DISTRIBUTOR shall not sublicense the rights granted hereunder use any name or trademark confusingly similar to any third party. No COMPANY Subsidiary shall sublicense any of the rights granted to it hereunder.
(d) Except as set forth in Sections 2(a) and 2(b) above, COMPANY shall not distribute or make the Licensed Technology Binaries available through undertake any other means action that will interfere with or channeldiminish MS or MSCORP right, except:title or interest in, any Licensed Product trademark(s) or trade name(s), and will comply with reasonable guidelines provided by MSCORP from time to time for reference to, and use of, such Licensed Product xxxx(s) or name(s).
(i) COMPANY may distribute up to fifty (50) Prototypes to each of COMPANY’s business customers on a royalty-free basis solely for each such business customer’s internal evaluation purposes; provided that COMPANY takes reasonable steps, including but not limited to, imposing license restrictions on such business customer, to ensure that the Prototypes are not used in a commercially shipping product. For Prototypes which are cellular telephones, COMPANY may distribute five hundred (500) of such Prototypes to each of its carrier operators, solely for each such carrier operator’s testing of the Prototypes and such carrier operators’ network. In addition to compliance with the restrictions set forth elsewhere in Section 2, COMPANY agrees to the following conditions: (i) the Licensed Technology Binaries included in such Prototypes must not include any MS or MSCORP digital rights management features; and (ii) the Licensed Technology Binaries included in such Prototypes must contain the following statement in a prominent position on the physical housing of the device, the header files of the code, or in the accompanying documentation, as applicable: “This product includes technology owned by Microsoft Corporation and cannot be used or distributed without a license from Microsoft Licensing, GP.” COMPANY shall use commercially reasonable efforts in COMPANY’s industry to ensure that the creation and distribution of the Prototypes DISTRIBUTOR shall not in use or display any way disclose or reveal the source code or trade secrets of the Licensed Technology or related Confidential Information logo of MS or its Suppliers. Notwithstanding the forgoing, COMPANY may distribute the Licensed Technology Binaries as part of such Prototypes; and
Suppliers (ii) COMPANY may distribute directly to end users of Final Products, via web or normal service channels, an updated version including without limitation any stylized representation of the Licensed Technology Binaries that is capable of executing only on the specific Final Product. Any update must contain substantial features Microsoft name used by MS or MSCORP) in DISTRIBUTOR's materials or packaging unless authorized in a logo license between DISTRIBUTOR and functionality in addition to the Licensed Technology Binaries provided as part of such update. COMPANY shall take commercially reasonable steps in COMPANY’s industry to protect any such update from any reverse engineeringMS or its Suppliers.
Appears in 1 contract
License Grant and Limitations. (a) If COMPANY is creating a Final Product, then subject Subject to all terms and conditions of this Agreement, MS grants to COMPANY DISTRIBUTOR a non-exclusive, non-transferablelimited license to distribute Licensed Product into or within the Territory only to OEM Customers and other entities that MS may authorize in writing to DISTRIBUTOR, world-wide license toprovided that DISTRIBUTOR shall:
(i) reproduce, install order and test acquire from an AR only Licensed Products listed on the Licensed Technology Binaries on or into Final Product(s)then current Royalty Rate List;
(ii) engage if MS has removed a third party installer Licensed Product from the then current Royalty Rate List, only continue to perform on behalf distribute the Licensed Product until the earlier of:
(A) DISTRIBUTOR's inventory of COMPANY the actions described in Section 2(a)(iLicensed Product is exhausted;
(B) a final shipment date advised by MS; or
(C) cancellation or expiration of this Agreement (including any extensions or successor agreements);
(iii) obtain distribute the Licensed Technology Binaries onProduct in the unopened form/packaging as received from the AR and/or MS;
(iv) not modify or delete the contents or packaging of the Licensed Product;
(v) track the COA serial numbers distributed to OEM Customers; and submit such information to MS upon request;
(vi) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product which can be shown to the reasonable satisfaction of MS to have been destroyed by DISTRIBUTOR or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on lost to fire, flood or into a Final Productequivalent; and
(ivvii) distribute order and acquire from an AR on behalf of OEM Customers, and deliver to end userssuch OEM Customer, directly or through COMPANY’s distributors, resellers, dealers Recovery Images and others in its distribution channels (each a “Channel Entity”), Update Images that are based on Licensed Products listed on the Licensed Technology Binaries as an integrated part of a Final Product for further distribution by such Channel Entities to End Users and use by such End Usersthen current Royalty Rate List.
(b) If COMPANY is creating an Interim ProductDISTRIBUTOR shall not provide to OEM Customer any document, then subject information or contractual provisions that contradict, conflict with or purport to all supersede the terms and conditions of this Agreement, the OEM Customer Agreement or the Additional Licensing Provisions for OEM Customer.
(c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS grants to COMPANY Distributor set forth in the Royalty Rate List.
(d) DISTRIBUTOR shall perform the following steps for each potential OEM Customer as a non-exclusive, world-wide royalty-free, license tofunction of its role in the licensing process. DISTRIBUTOR shall:
(i) reproduce, install ensure that it uses the most current forms of the OEM Customer Agreement and test any Additional Rights Agreement(s) made available by MS to provide Additional Rights to the Licensed Technology Binaries on or into Interim Product(s)OEM Customer;
(ii) engage a third party installer to perform on behalf advise each potential OEM Customer that only an authorized signatory of COMPANY the actions described in Section 2(b)(i)potential OEM Customer may execute the OEM Customer Agreement, or any Additional Rights Agreement;
(iii) obtain at the OEM Customer's request, provide the OEM Customer a courtesy copy of the Additional Licensing Provisions for OEM Customer for the Licensed Technology Binaries on, in or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on, into or with an Interim Product;
(iv) distribute Interim Products provide the location of the Embedded Systems Web Site to Authorized OEMs solely for installation an OEM Customer;
(v) verify that (A) the information provided by the potential OEM Customer is complete and distribution in Final Productscorrect, under (B) no changes or alterations have been made to the OEM Customer Agreement or any Additional Rights Agreement, and (C) each such business terms negotiated between Authorized OEMs agreement has been properly completed and COMPANY which are not inconsistent executed by the potential OEM Customer;
(vi) comply with the terms instructions regarding Additional Rights Agreements on the Embedded Systems Web Site if the OEM Customer requests Additional Rights Agreements from DISTRIBUTOR;
(vii) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Media Packaging Guidelines
(viii) provide Supplemental Code and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the then current Royalty Rate List and/or a Supplemental Code letter from MS;
(ix) at the end of this each business week, express mail to MS both signed copies of the OEM Customer Agreement, and any Additional Rights Agreements executed by each potential OEM Customer;
(x) upon notice from MS that an OEM Customer Agreement executed by a potential OEM Customer is unacceptable, immediately discontinue distribution of Licensed Product to such potential OEM Customer and make reasonably commercial efforts to retrieve any Licensed Product previously distributed to the potential OEM Customer;
(xi) notify MS within ten (10) days of any change regarding the OEM Customer's information.
(e) MS agrees that between the time DISTRIBUTOR obtains the OEM Customer's signature on the OEM Customer Agreement and such date as MS countersigns (i) DISTRIBUTOR may ship Licensed Product to the OEM Customer and (ii) as between MS and DISTRIBUTOR, the OEM Customer Agreement shall be deemed countersigned by MS.
(f) DISTRIBUTOR shall instruct each OEM Customer that the OEM Customer may only distribute Licensed Product (including APM):
(i) with the OEM Customer's Embedded Systems;
(ii) which OEM Customer obtained directly from an MS- authorized distributor; and
(viii) distribute in accordance with the Licensed Technology Binaries to Channel Entities as part of an Interim Product solely for further distribution to Authorized OEMs; provided COMPANY agrees to be liable for any unauthorized distribution by any Channel Entity (other than an Authorized OEM) as if such unauthorized distribution was done by COMPANY directlyOEM Customer Agreement.
(cg) Except as expressly set forth in Sections 2(a)(ii) and 2(b)(ii) and the COMPANY Subsidiary Schedule, COMPANY DISTRIBUTOR shall not sublicense remove or obscure any copyright, trademark or patent notices that appear on the rights granted hereunder Licensed Product as delivered to any third party. No COMPANY Subsidiary shall sublicense any of the rights granted to it hereunderDISTRIBUTOR.
(dh) Except as set forth in Sections 2(a) and 2(b) above, COMPANY DISTRIBUTOR shall not distribute use any name or make the Licensed Technology Binaries available through trademark confusingly similar to or undertake any other means action that will interfere with or channeldiminish MS or MSCORP right, except:title or interest in, any Licensed Product trademark(s) or trade name(s), and will comply with reasonable guidelines provided by MSCORP from time to time for reference to, and use of, such Licensed Product xxxx(s) or name(s).
(i) COMPANY may distribute up to fifty (50) Prototypes to each of COMPANY’s business customers on a royalty-free basis solely for each such business customer’s internal evaluation purposes; provided that COMPANY takes reasonable steps, including but not limited to, imposing license restrictions on such business customer, to ensure that the Prototypes are not used in a commercially shipping product. For Prototypes which are cellular telephones, COMPANY may distribute five hundred (500) of such Prototypes to each of its carrier operators, solely for each such carrier operator’s testing of the Prototypes and such carrier operators’ network. In addition to compliance with the restrictions set forth elsewhere in Section 2, COMPANY agrees to the following conditions: (i) the Licensed Technology Binaries included in such Prototypes must not include any MS or MSCORP digital rights management features; and (ii) the Licensed Technology Binaries included in such Prototypes must contain the following statement in a prominent position on the physical housing of the device, the header files of the code, or in the accompanying documentation, as applicable: “This product includes technology owned by Microsoft Corporation and cannot be used or distributed without a license from Microsoft Licensing, GP.” COMPANY shall use commercially reasonable efforts in COMPANY’s industry to ensure that the creation and distribution of the Prototypes DISTRIBUTOR shall not in use or display any way disclose or reveal the source code or trade secrets of the Licensed Technology or related Confidential Information logo of MS or its Suppliers. Notwithstanding the forgoing, COMPANY may distribute the Licensed Technology Binaries as part of such Prototypes; and
Suppliers (ii) COMPANY may distribute directly to end users of Final Products, via web or normal service channels, an updated version including without limitation any stylized representation of the Licensed Technology Binaries that is capable of executing only on the specific Final Product. Any update must contain substantial features and functionality in addition to the Licensed Technology Binaries provided as part of such update. COMPANY shall take commercially reasonable steps in COMPANY’s industry to protect any such update from any reverse engineering.Microsoft name used by MS or MSCORP) in
Appears in 1 contract
