Common use of Technology Advisory Committee Clause in Contracts

Technology Advisory Committee. InterTrust currently intends to ----------------------------- establish a committee limited to representatives of: (i) leading companies chosen from certain technology, financial and/or content industries that have close strategic technology relationships with InterTrust; and (ii) certain leading experts in technology and business applicable to information and electronic commerce (the "Technology Advisory Committee"). The Technology ----------------------------- Advisory Committee will meet regularly at a forum to be selected by InterTrust for the purpose of discussing and exchanging ideas for improving the functionality, interoperability, and market acceptability of InterTrust Technology and related issues pertaining to the electronic commerce industry. Upon the establishment of the Technology Advisory Committee: (a) InterTrust shall grant MBC the right to have a seat as a member thereof for a period of three (3) years, such seat after the Option Period to be contingent upon MBC's exercise of the Option as set forth in Section 5.1; and (b) MBC shall promptly notify InterTrust of MBC's designation of an executive to serve on such committee. MBC shall: (1) be responsible for all acts and omissions of its representative in connection with the Technology Advisory Committee; and (2) pay for all its expenses incurred in connection with participation on such Committee. MBC and its representative shall abide by all rules and policies established by InterTrust for the Technology Advisory Committee. MBC's membership on the Technology Advisory Committee shall be subject to termination in the event that: (A) MBC or its representative materially fails to comply with any of the rules established by InterTrust for the Technology Advisory Committee; (B) MBC materially breaches any of its representations, warranties or obligations under this Agreement; (C) MBC sells or transfers all or any portion of InterTrust securities obtained by MBC pursuant to the Stock Purchase Agreement (prior to an initial public offering of InterTrust's equity securities); (D) MBC engages in any activities that materially conflict with InterTrust's interests; or (E) InterTrust, in its discretion, dissolves or discontinues the Technology Advisory Committee.

Technology Advisory Committee. To further strategic opportunities ----------------------------- among the Parties and to encourage feedback concerning InterTrust Technology, InterTrust currently intends to ----------------------------- establish a committee limited to representatives of: (i) leading companies chosen from certain technology, financial and/or content industries industry companies that have close technology strategic technology relationships with InterTrust; and (ii) certain leading experts in technology and or business applicable to information and electronic commerce (the "Technology Advisory ------------------- Committee"). The Technology ----------------------------- Advisory Committee will meet regularly at a forum --------- to be selected by InterTrust for the purpose of discussing and exchanging ideas for improving the functionality, interoperability, and market acceptability of InterTrust Technology and related issues pertaining to the electronic commerce industry. Upon the establishment of the Technology Advisory Committee: (a) InterTrust shall grant MBC SSG the right to have a one seat as a member thereof for a period of three (3) years, such seat after the Option Period to be contingent upon MBC's exercise of the Option as set forth in Section 5.1; and (b) MBC SSG shall promptly elect and notify InterTrust of MBC's its designation of an executive (who may be an employee of SSG, SOFTBANK, or an Affiliate) to serve on such committee. MBC SSG shall: (1) be responsible for all acts and omissions of its the representative in connection with the Technology Advisory Committee; and (2) pay for all its expenses incurred by SSG in connection with participation on such Committee. MBC SSG and its representative shall abide by all commercially reasonable rules and policies established by InterTrust for the Technology Advisory Committee. MBC's Notwithstanding the foregoing portion of this Section 9.4, SSG membership on the Technology Advisory Committee shall be subject to termination (in InterTrust's sole discretion) in the event that: (A) MBC or its SSG's representative materially fails to comply with any of the rules established by InterTrust for the Technology Advisory Committee; (B) MBC SSG materially breaches any of its representations, warranties or obligations under this Agreement; (C) MBC SOFTBANK and/or UCA sells or transfers all or any portion of InterTrust securities obtained by MBC pursuant to the Stock Purchase Agreement (prior Warrant Agreements to an initial public offering of InterTrust's equity securities); (D) MBC SSG engages in any activities that materially conflict with InterTrust's interests; or (E) InterTrust, in its discretion, dissolves or discontinues the Technology Advisory Committee.

Technology Advisory Committee. To further strategic opportunities among ----------------------------- the Parties and to encourage feedback concerning InterTrust Technology, InterTrust currently intends to ----------------------------- establish a committee limited to representatives of: (i) leading companies chosen from certain technology, financial and/or content industries industry companies that have close technology strategic technology relationships with InterTrust; and (ii) certain leading experts in technology and or business applicable to information and electronic commerce (the "Technology Advisory ------------------- Committee"). The Technology ----------------------------- Advisory Committee will shall meet regularly at a forum --------- to be selected by InterTrust for the purpose of of: (a) discussing and exchanging ideas for improving the functionality, interoperability, and market acceptability of InterTrust Technology and related issues pertaining to the electronic commerce industry; (b) providing input to InterTrust regarding InterTrust product marketing, and development of Upgrade Releases and New Releases; and (c) keeping Core Partners confidentially appraised as to planned upcoming changes in InterTrust Technology or Specifications, as commercially reasonable for InterTrust in its discretion. Upon the establishment of the Technology Advisory Committee: (a1) InterTrust shall grant MBC NatWest the right to have a one seat as a member thereof for a period of three (3) years, such seat after the Option Period to be contingent upon MBC's exercise of the Option as set forth in Section 5.1Technology Advisory Committee; and (b2) MBC shall promptly NatWest, at its option, may elect and notify InterTrust of MBC's its designation of an executive (who may be an employee of NatWest and who shall not be involved in Supporting Other Technology, and shall be an Agent of NatWest for confidentiality purposes in accordance with Section 1 of Exhibit G attached hereto) to serve on such committee. MBC To the extent it participates, NatWest shall: (1A) be responsible for all acts and omissions of its the representative in connection with the Technology Advisory Committee; and (2B) pay for all its expenses incurred by NatWest in connection with participation on such Committee. MBC and its representative shall abide by all rules and policies established by InterTrust for the Technology Advisory Committee. MBCNatWest's membership on the Technology Advisory Committee shall be contingent upon (and subject to): (X) material adherence to termination in generally applicable committee rules, and the event that: (A) MBC or its representative materially fails to comply with any of the rules established by InterTrust for the Technology Advisory Committeeterms and conditions hereof; (BY) MBC materially breaches any of its representations, warranties or obligations under this Agreement; (C) MBC sells or transfers all or any portion of InterTrust securities obtained by MBC pursuant to the Stock Purchase Agreement (prior to an initial public offering of InterTrust's equity securities); (D) MBC engages in any NatWest avoiding activities that materially conflict with InterTrust's interestsinterests as determined by InterTrust; or and (EZ) InterTrust, in its discretion, dissolves or discontinues continuation of the Technology Advisory Committee.