Common use of RESPONSIBILITIES AND OBLIGATIONS Clause in Contracts

RESPONSIBILITIES AND OBLIGATIONS. 2.1. Upon execution of this Agreement, QI shall provide ATI with the current version of QI Software DVD in Object Code form. QI shall work with ATI in accordance with the Deliverables and Development Schedule to provide future enhanced versions of the QI Software DVD. 2.2. The parties shall assist each other in testing and certifying the QI Software DVD as required under the parties' respective CSS License agreements. 2.3. QI shall deliver to ATI, as early as possible, but not later than April 30th, 1998, Shippable Software DVD and supporting Documentation for ATI to sell and distribute in accordance with the terms of this Agreement. 2.4. During the term of this Agreement QI will deliver to ATI the Source Code for QI Software DVD. The first delivery of such Source Code will be made promptly after ATI has made its first royalty payment to Ql hereunder. The parties acknowledge and agree the Source Code contain trade secrets and proprietary information of third parties; and that QI is contractually bound not to disclose the Source Code to others, including ATI. Accordingly, QI will not deliver to ATI such portions of the Source Code that contain or comprise trade secrets or proprietary information of any third parties unless the license with said third party permits delivery to ATI. QI will deliver to ATI, from time to time, only such portions of the Source Code for QI Software DVD that does not contain or comprise trade secrets or proprietary information of any third parties. 2.5. QI shall promptly provide to ATI any Derivatives, improvements, modifications, enhancements, or bug fixes made to QI Software DVD or Shippable Software DVD during the term of this Agreement. 2.6. ATI shall provide Xxxxx 0 and Level 2 Support to ATI customers. QI shall provide, at no additional charge, Level 3 Support directly to ATI for Shippable Software DVD for the full term of the Agreement. In the event of a critical bug or problem severely restricting the operations of an OEM or reseller, QI will make best efforts to fix the problem within two business days. In the event that QI is unable to fix the problem within such two business days, QI will provide ATI with a written detailed plan, including a schedule and outlining the problem and possible resolutions. 2.7. If either party's CSS License requires any modification or enhancement to the Shippable Software DVD, QI shall modify the Shippable Software DVD currently being distributed by ATI, as soon as reasonably possible, to ensure the software is CSS Compliant within the time period required by both parties' CSS License and the CSS Specifications. 2.8. During the term of this Agreement, QI shall designate an appropriate number of its engineering staff members to work with ATI in accordance with the Development Schedule. 2.9. The Project Managers shall schedule formal meetings at mutually agreeable times during the term hereof, to be attended by personnel of each party, to discuss the status of the Deliverables and Development Schedule. 2.10. QI shall use best efforts to obtain rights to sublicense any third party rights encompassed within the Deliverables and/or Documentation to ATI.