MSC#10850
JOINT DEVELOPMENT AND CROSS LICENSE AGREEMENT
This Agreement is entered into by and between the Application Specific Product
Group of Texas Instruments Incorporated with its offices at 0000 Xxxxxx Xxxx,
Xxxxxx, Xxxxx 00000 ("TI"), and IAT AG with its offices at eschaeftshaus
Wasserschloss Xxxxxxxxxxx 00, 0000 Xxxxxxxx-Xxxxx, Xxxxxxxxxxx ("IAT")
1. LICENSED PRODUCTS
TI shall develop or acquire and deliver to IAT the software and hardware
products and related documentation as detailed in Appendix A (collectively
referred to as "TI Products") and IAT shall develop or acquire and deliver to TI
the software products and related documentation detailed in Appendix A
(collectively referred to as "IAT Products").
2. TITLE
TI represents that it has the rights to grant the license to the TI
Products and IAT represents that it has the rights to grant the license to the
IAT Products. Nothing contained in this Agreement shall be construed as
transferring any right, title, or interest in the TI Product or the IAT Products
(collectively referred to as the "Licensed Products") by one party to the other,
except as expressly set forth herein.
3. LICENSE GRANTS
3.1 Subject to IAT completing its obligations and granting of licenses to TI as
elsewhere provided herein, TI grants to IAT a worldwide non-transferable,
non-assignable, non-exclusive license under TI's copyrights and associated trade
secrets solely to use, modify, compile, or otherwise develop as applicable
software programs which may be original or derivative with respect to the
counterpart TI Products, and to make, have made, use, and sublicense use of
object code versions of such software programs solely for operation on TI DSP's.
TI DSP's are defined to be any TMS320CXX Microprocessor manufactured by Texas
Instruments. Except with respect to the DataBeam software, which shall be
royalty bearing as provided in Section 4 herein, all licenses hereunder shall be
fully paid. All the terms and conditions of this license shall be applicable to
any modifications of the Licensed Products made pursuant to this Agreement.
3.2 IAT undertakes to reproduce on all original or derivative software programs
of the TI Products, all copyright notices exactly as and where they appear on
the TI Products, or as closely as possible where a change in media precludes
exact reproduction. TI undertakes to reproduce on all original or derivative
software programs using the IAT products, all copyright notices exactly as and
whre they appear on the IAT products, or as closely as possible where a change
in media precludes exact reproduction.
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3.3 IAT and TI shall maintain as confidential any source code of the other
party's Products and derivative software based on the other party's Products and
shall not disclose or otherwise make available such source code without entering
into a source code license with at as leas as stringent terms as TI's current
standard source code license agreement in effect at the time of disclosure; a
copy of which is attached hereto as Appendix B and incorporated herein by this
reference. TI shall notify IAT in the event that TI makes changes to such
standard source code license agreement.
3.4 IAT and TI shall ensure that all end users are restricted by written
agreement from copying, distributing, translating, adapting, arranging or
otherwise altering any object code versions of the TI and IAT Products, or
reverse compiling such object code except as allowed by local legislation
implementing Article 6 of the EC Software Directive and only to the extent
necessary to achieve interoperability of an independently created program with
other programs. Such end users shall be specifically prohibited from copying,
adapting or reverse compiling such object code for the purpose of error
correction.
3.5 IAT may sublicense original and derivative versions of the TI products in
source code form to third parties provided that IAT enters into a source code
sublicense agreement with terms no less stringent than TI's Standard Source Code
License agreement applicable to the products licensed by TI hereunder. This
applies to all third parties except for those that are involved with the
manufacture, sale or licensing of semiconductor products or development of
software which operates on digital signal processors other than those
manufactured by TI, in which case TI has the right to withhold approval of such
license issuance by IAT
3.6 Subject to the provisions of Section 4 herein, with the exception of the
ISDN library software, IAT grants to TI a worldwide transferable,
non-assignable, non-exclusive fully paid up license to use, modify, compile or
otherwise develop as applicable software programs which may be original or
derivative with respect to the IAT Products, to incorporate source code versions
of such software programs in its DSP Software Library, and to make, have made,
use, sell and otherwise dispose of products incorporating object code versions
of such software programs. All the terms and conditions of this license shall be
applicable to any modifications of the IAT Products made pursuant to this
Agreement. In the case of the ISDN library, the above license rights apply to
object code only.
3.7 TI may sublicense third parties to use, modify, compile or otherwise develop
as applicable software programs which may be original or derivative with respect
to the IAT Products, and to make, have made, use, sell and otherwise dispose of
products incorporating object code versions of such software programs, under the
TI then current standard software license agreement.
3.8 All licenses to TI hereunder shall include the right to sublicense any
affiliate or subsidiary of TI. All licenses to IAT hereunder shall include the
right to sublicense any affiliate or subsidiary of IAT.
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4. CONSIDERATION
4.1 Notwithstanding the provisions of 4.3, 4.4, 4. and except as provided in
Section 4.2, TI and IAT understand and agree that the cross licenses granted
herein represent full and fair consideration one for the other, and that no
license fees or royalty payments shall be payable by either party to the other
in respect thereof.
4.2 With respect to the T.123 DataBeam license, IAT understands that TI will
negotiate this license on behalf of IAT and will extend a most favored nations
license back to IAT as a result of the final license agreement negotiated.
4.3 In the event that TI licenses third parties the use of H.320 libraries as
ported by IAT hereunder for purposes other than evaluation, TI shall remit to
IAT the greater amount of a)50% of the license fee collected by TI for such
library or b)$20,000 US. However, no such obligation will be required of TI when
supplying customers who have existing licenses of the IAT Products prior to the
execution of this agreement.
4.4 In the event that TI licenses third parties the use of the reference design
as productized by IAT hereunder for purposes other than evaluation, TI shall
remit to IAT the greater amount of a) 35% of the license fee collected by TI for
such library or b)$7,000 US.
4.5 In the event that TI sells an evaluators kit defined as the bundled hardware
and software as ported and productized by IAT hereunder and separately charges
such third party a fee for use of such kit, TI shall remit to IAT 10% of the kit
fee collected by TI for such kit. IAT recognizes that for its own business
reasons, TI may choose to sell such kit without fee or without separately
identifying fees and agrees that in such event no fees are due IAT.
4.6 In consideration of the above, IAT agrees that no fees will be due on
revenues received by TI as a result of the licensing arrangements in 4.3, 4.4
and 4.5 until IAT has completed and TI approves the productization activities
specified in the statement of work, after which all accrued amounts will be paid
in full.
Furthermore IAT agrees to provide dedicated engineering support services to TI
in a timely manner to support its licensees. TI agrees to provide timely
engineering support services to IAT on an as needed basis.
5. TERMS AND TERMINATION
5.1 This Agreement shall be for three (3) years beginning April 1, 1996 unless
terminated sooner as provided for herein. This Agreement may be extended for
additional one (1) year periods thereafter by mutual written agreement of the
parties.
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5.2 Except as provided in 5.3 below, the licenses herein granted and obligations
of confidentiality shall survive any expiration or sooner termination of this
Agreement. Either party may terminate this Agreement at any time upon written
notice to the other in the event that:
A. The other party is in material or persistent breach of any term of this
Agreement and such breach is not corrected within sixty (60) days from
written notice thereof; or
B. The other party shall be or become insolvent; or
C. The other party admits in writing its inability to pay its debts as they
mature; or
D. The other party shall make an assignment (other than working capital
financing) for the benefit of creditors; or
E. There are instituted by or against the other party judicial or
administrative proceedings in bankruptcy or under any insolvency law or for
reorganization, receivership or dissolution; or
F. The other party shall have a substantial change in ownership such as to
create a material conflict of interest.
6. AVAILABILITY
Although the goal of this joint development is to complete the software
integration with the WonderBoard as defined by Appendix A and by the schedule of
events defined in the statement of work, the parties agree that a minimum set of
functionality must be achieved before the product can be sampled to customers.
These requirements are defined in Appendix C - Minimum Sampling Requirements. If
this functionality is not achieved by 10/1/96, then the minimum dollar amounts
payable to IAT and defined in sections 4.3 and 4.4 ($20,000 for the H.320
library, $7,000 for the reference design) will be reduced by $4000 and $1400
respectively each per month until such sampling can commence. Any delays caused
by late delivery or non functional TI deliverables will be comprehended in a day
for day adjustment to the 10/1/96 date.
7. WARRANTY AND WARRANTY DISCLAIMERS
7.1 Nothing contained herein shall constitute a warranty or representation by TI
to maintain production of the hardware with which the TI Products are to be
used.
7.2 The Licensed Products are supplied 'As Is'. Neither party warrants that the
functions contained in the Licensed Products will be free from error or will
meet the other party's specific requirements, or that of any sublicensees or end
users. Neither party shall have any responsibility or liability for errors or
product malfunction resulting from the other party's use or modification of the
Licensed Products or the use or modifications of the Licensed Products by other
parties. Each party assumes complete responsibility for its decisions made or
actions taken, based on information
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obtained using the Licensed Products. Any statements made by one party to the
other concerning the utility of the Licensed Products are not to be construed as
express or implied warranties.
7.3 Each party warrants that with respect to third party software which it
delivers to the other hereunder, it will first secure sufficient rights from any
applicable copyright owners.
7.4 THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
8. PATENT INFRINGEMENT DISCLAIMER
8.1 Nothing contained in this Agreement shall be construed as a warranty or
representation that any use of the Licensed Products will be free from
infringement of third party patent rights or, an agreement to bring or prosecute
actions or suits against third parties for infringement of any of the rights
licensed herein, or conferring any rights to bring or prosecute actions or suits
against third parties for infringement.
9. UPDATES AND NEW RELEASES
9.1 The licenses granted pursuant to this Agreement shall be deemed to include
and extend to any updates or new releases to the Licensed Products which either
party may choose in its sole discretion to supply to the other from time to
time.
10. LIMITATION OF LIABILITIES
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT OR BREACH OF
CONTRACT OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES SHALL INCLUDE BUT SHALL NOT
BE LIMITED TO COST OF REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL,
LOSS OF PROFITS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS OR OTHER ECONOMIC
LOSS.
11. FORCE MAJEURE
Neither party shall be liable, wholly or in part, for non-performance or a delay
in performance of its obligations under this Agreement, if due to contingencies
or causes beyond the reasonable control of the party, including but not limited
to: flood, wind, hurricane, tornado, earth quake, explosion, or other similar
catastrophe; hostilities, restraint of rulers or people, civil commotion, act of
terrorism, strike, labor dispute, blockade or embargo; lack or failure of
transportation, shortage of suitable parts, fuel materials, or labor; or any act
of nature, fires, accident, epidemic or quarantine restrictions.
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12. ASSIGNMENT
This Agreement may not be transferred or assigned in any form by either party
without the prior written consent of the other party, executed by a duly
authorized representative. Any unauthorized transfer or assignment shall be
void.
13. APPLICABLE LAW AND JURISDICTION
It is expressly agreed that the validity and construction of this Agreement, and
performance hereunder, shall be governed by the laws of the State of Texas and
that the courts of the United States, to whose jurisdiction the parties hereby
submit, shall have exclusive jurisdiction to hear all disputes arising herefrom.
14. WAIVER
Consent by either party to, or waver of, a breach by the other party, whether
express or implied, shall not constitute a consent to, waiver of, or excuse for
any other different or subsequent breach.
15. SEVERABILITY
If any provision, or part of any provision of this Agreement, or the Attachments
hereto, is invalidated by operation of law or otherwise, the provision or part
will to that extent be deemed omitted and the remainder of this Agreement, or
applicable Attachment will remain in full force and effect. Should the case
arise, the parties agree that such invalidated provision or part thereof shall
be replaced by a similar but legally valid provision which is as close as
possible in commercial effect to the invalidated provision or part thereof.
16. EXPORT CONTROL COMPLIANCE
IAT and TI agrees that it will not knowingly (1) export or reexport, directly or
indirectly, any product or technical data (as defined by the U.S. Export
Administration Regulations and applicable German and French export regulations)
including software received from IAT and TI under this Agreement, (2) disclose
such technical data for use in, or (3) export or reexport, directly or
indirectly, any direct product of such technical data, including software to,
any destination to which such export or reexport is restricted or prohibited by
U.S. or applicable non-U.S. law, without obtaining prior authorization from U.S.
Department of Commerce and other competent government authorities to the extent
required by those law. This clause shall survive termination or cancellation of
this Agreement.
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17. PUBLICITY
Neither party shall publicly announce or disclose the existence of this
Agreement or its contents without the prior written consent of the other party.
This clause shall survive the expiration or termination of this Agreement.
18. HEADINGS
The headings in this Agreement are for the convenience of the parties only and
shall not be considered in the construction or interpretation of this Agreement.
19. NOTICES
All notices made or required to be given under this Agreement shall be in
writing and shall be sent by registered mail to the addresses indicated below
with notice of receipt and shall be effective on receipt thereof:
IAT AG: Geschaeftshaus Wasserschloss Xxxxxxxxxxx 00
0000 Xxxxxxxxx-Xxxxx
Xxxxxxxxxxx
TI: Xxxx Xxxxxxxx
00000 Xxxxxxxxx Xxxxxxx, X/X 000
Xxxxxxxx, Xxxxx 00000
Manager, Business Services
0000 Xxxxxx Xxxx, X/X 0000
Xxxxxx, Xxxxx 00000
20. COMPLETE AGREEMENT
This Agreement and its Schedules are the complete and exclusive statement
of the Agreement between the parties, which supercedes all proposals or prior
agreements, oral or written, and all other communications between the parties
relating to the subject matter of this Agreement and any of its Schedules. NO
addition to or modification of this Agreement shall be binding upon either party
unless reduced in writing and duly executed by the parties to this Agreement.
21. SUMMARY OF SCHEDULES
The following are attached hereto and incorporated by reference herein.
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Appendix A - Statement of Work, Appendix B - TI Software License Agreement,
Appendix C - Minimum Sampling Requirements
TEXAS INSTRUMENTS INCORPORATED IAT AG
By: By:
Name: Name:
Title: Title:
Date: Date:
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Appendix A
[APPENDIX A NOT INCLUDED--CONFIDENTIAL TREATMENT APPLIED FOR]
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APPENDIX B
SAMPLE LICENSE AGREEMENT
This Agreement ("Agreement") is entered into by and between the Semiconductor
Group of TEXAS INSTRUMENTS INCORPORATED, a Delaware Corporation with its offices
at 0000 XXX Xxxxxxx, X/X 0000, Xxxxxx, Xxxxx 00000 ("TI" herein), and
______________ with principal offices at: ___________________ ("LICENSEE"
herein).
1. PURPOSE AND SCOPE
For the purpose of assisting LICENSEE in its development of products for
use with TI's TMS320 product families, TI agrees to deliver to LICENSEE the
software product(s) and related documentation described as Licensed
Products in Section 1 of Schedule 1 (collectively referred to as "Licensed
Product"). LICENSEE agrees that such Licensed Product shall be used solely
in conjunction with systems designed exclusively for one of TI's TMS320
product families, and that such use shall be subject to the terms and
conditions of this Agreement.
2. TITLE
TI represents that it has the rights to grant the license to the Licensed
Product. Nothing contained in this Agreement shall be construed as
transferring any right, title, or interest in the Licensed Product to
LICENSEE except as expressly set forth herein.
3. LICENSE AND OBLIGATIONS
3.1 TI grants to LICENSEE, only under TI's copyrights, a non-transferable,
non-assignable, non-exclusive license solely to use, modify, compile, or
otherwise develop as applicable, a software program (,,Modified Application
Program"), which may be original or derivative with respect to the Licensed
Product, for use solely in conjunction with systems designed exclusively
for one of TI's TMS320, TMS370, or TMS470 product families.
3.1.1 LICENSEE may make one copy of Licensed Product for internal back-up
purposes, LICENSEE agrees that as a condition for obtaining its rights
hereunder, each copy of the Licensed Product, or any portion thereof or
documentation thereof, shall contain a valid copyright notice and any other
proprietary notices, including the copyright notices of TI or TI's
suppliers, which appear on or in the Licensed Product and documentation
delivered to LICENSEE hereunder or as TI may require from time to time, in
order to protect TI's copyright and other ownership interests. Presence of
a copyright notice does not constitute an acknowledgment of publication.
LICENSEE shall reproduce on the copy of the Licensed Product, and on all
copies of the Modified Application Program, all copyright notices and any
other proprietary notices exactly as and where they appear on the Licensed
Product delivered, or as closely as possible where a change in media
precludes exact reproduction.
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3.1.2 LICENSEE shall maintain any source code of the Licensed Product as
confidential and shall not disclose, distribute, or disseminate any such
source code to any third parties.
3.2 LICENSEE is expressly prohibited from reverse compiling, reverse
assembling, and reverse engineering any portion of the Licensed Product
provided in object format.
3.3 TI grants to LICENSEE under only TI's copyrights a non-transferable,
non-assignable, non-exclusive license solely to copy and distribute only
object code versions of the Modified Application Program for use solely in
conjunction with systems designed exclusively for one of TI's product
families and to sublicense third parties under only TI's copyrights to use,
copy and distribute the Modified Application Program in object code form
only, for use solely in conjunction with systems designed exclusively for
one of TI's TMS320 product families. LICENSEE shall ensure that, for
sublicensees who are authorized to copy or distribute a signed, written,
valid and enforceable sublicense agreement is entered into containing all
of the restrictions of the license grant set forth in this Agreement.
3.3.1 LICENSEE shall ensure that all sublicensees must reproduce on every copy
made, all copyright notices and any other proprietary notices exactly as
and where they appear on the Licensed Product delivered, or as closely as
possible where a media change precludes reproduction.
3.3.2 LICENSEE shall ensure that all sublicensees are expressly prohibited from
reverse compiling, reverse assembling, and reverse engineering the Licensed
Product or the Modified Application Program.
3.3.3 LICENSEE shall ensure that all sublicensees restrict their end users by
written agreement from copying, modifying, distributing, reverse
engineering and reverse assembling or reverse compiling the Licensed
Product or the Modified Application Program, except that end users may make
one (1) copy for back-up purposes only.
3.4 LICENSEE shall ensure that all of its end users are restricted by written
agreement from copying, modifying, distributing, reverse engineering and
reverse assembling or reverse compiling the Licensed Product or the
Modified Application Program, except that end users may make one (1) copy
for back-up purposes.
3.5 LICENSEE may reproduce all or part of the accompanying documentation (,,End
User Documentation" herein) with the Licensed Product for use and
distribution with any copies made of the Licensed Product or Modified
Application Program, provided TI's copyright notices are included as they
appear in the End User Documentation. Confidential TI documentation marked
TI PROPRIETARY or similar legend may not be reproduced or distributed.
3.6 LICENSEE agrees that it will not disclose any portion, or all, of the
Licensed Product to any employees, with the exception of employees (i) who
require access thereto for a purpose
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authorized by this Agreement and (ii) who have signed an appropriate
employee agreement committing them to abide by the obligations and
restrictions in this Agreement.
3.7 LICENSEE shall ensure that the same degree of care is used to prevent the
unauthorized use, dissemination, or publication of the Licensed Product as
LICENSEE uses to protect its own confidential information, but in no event
shall the safeguards for protecting such Licensed Product be less than a
reasonably prudent business would exercise. Such safeguards, shall include
at a minimum, storage of Licensed Product in a secure, locked area when not
in use. LICENSEE shall prevent unauthorized use or disclosure of Licensed
Product by its employees, including those who have access to the Licensed
Product.
3.7.1 LICENSEE's employees who have access to the Licensed Product shall be
instructed to copy Licensed Product only as permitted under this Agreement
and to disclose Licensed Product only to other employees of LICENSEE that
LICENSEE has authorized to have access to the Licensed Product or to
appropriate TI employees.
3.7.2 Source code of Licensed Product shall be handled, used, and stored under
appropriately controlled passwords solely at the LICENSEE's site listed at
the beginning of this Agreement, and only on the following designated CPU:
Serial Number: _________, Make: ____________, Model: ___________. LICENSEE
may change this designated CPU by providing written notice to TI at the
address below, within thirty (30) days of such change:
Texas Instruments Incorporated
X.X. Xxx 0000, X/X 000
Xxxxxxx, XX 00000
3.8 LICENSEE recognizes and agrees that the techniques, algorithms, and
processes contained in the Licensed Product which have been developed,
acquired, or licensed by TI, or any modification or extraction thereof,
constitute trade secrets of TI and/or its suppliers, and will be used by
LICENSEE only in accordance with the terms of this Agreement. LICENSEE will
take all measures reasonably required to protect the proprietary rights of
TI and its suppliers in the Licensed Product and will promptly notify TI of
any lost or missing items and take all reasonable steps to recover such
items.
3.9 If at any time during the term of this Agreement, LICENSEE decides to
develop or market a LICENSEE created product for non-TI target application
hardware having capabilities that are similar to those provided by the
Licensed Product or target application hardware (a ,,Clone Product"),
LICENSEE shall ensure that there is no sharing with the Clone Product
development of the Licensed Product.
3.10 ________________, or his successor or designee will be responsible to
maintain an updated list of all individual _________, employees or Third
Parties having access to TI software source code specified in the above
agreement between the parties (when it is signed by both in writing.
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3.11 During the term of this Agreement and for a period of eighteen (18) months
thereafter, TI or its authorized representatives, upon advance written
notice, shall have access to such portion of LICENSEE's records as is
necessary to allow TI to determine whether LICENSEE is substantially in
compliance with this Agreement. In no event shall audits be made hereunder
more frequently than every six (6) months. Such access shall be (a) during
LICENSEE's regular business hours, (b) arranged so that, to the extent
possible, LICENSEE's regular business activities are minimally disrupted
and (c) under the terms of an appropriate confidentiality agreement
executed by the individual(s) conducting such audit. If TI determines,
after conducting such audit, that LICENSEE is not substantially in
compliance with its obligations to protect TI's proprietary rights,
LICENSEE shall pay the costs of such audit, which in no case shall exceed
Fifteen Thousand U.S. Dollars (U.S. $ 15,000). Otherwise, TI shall pay the
costs of such audit. Such payment will not preclude TI from exercising any
right which it may have under this Agreement. LICENSEE shall immediately
correct any deficiencies discovered during the course of the audit. Any
audit conducted by TI authorized personnel shall provide LICENSEE with at
least two (2) days advance notice of any audit requested by TI and shall be
held during normal business hours. Furthermore, any audit that may be
requested by TI shall be conducted in such a manner so as not to adversely
impact normal business operations.
3.12 The obligations of this section 3 shall survive termination or expiration
of this Agreement.
4. LICENSE FEES
4.1 All applicable License fees and/or royalties payable hereunder shall be as
indicated in Section 4 of Schedule 1 and shall be exclusive of all
governmental taxes, fees or tariffs which shall be paid by LICENSEE.
4.2 The License Fee will include an upfront payment in the amount indicated in
Section 4 of Schedule 1. The License Fee shall be payable within thirty
(30) days of delivery of the Licensed Product to LICENSEE.
4.3 Per copy royalty fees apply to items specified in Section 4 of Schedule 1,
and to Modified Applications Programs derived from the items specified, and
are charged for each copy made and distributed or placed into service,
except that no additional royalty will be charged for updates to copies
provided to end users for which the appropriate royalty has previously been
paid.
4.4 If royalties are payable hereunder, TI shall have the right once each
calendar year to inspect the books and records of LICENSEE and any
authorized sublicensees of LICENSEE in order to verify the royalty reports
provided by LICENSEE to TI. LICENSEE shall make available to TI the books
and records of LICENSEE and sublicensees at their respective places of
business during regular hours. TI will give reasonable notices of its
intent to perform an audit. LICENSEE shall promptly pay any understated
sums disclosed by the audit. In the event royalty reports prove to be
understated by 10% or more, LICENSEE shall pay all costs of TI
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conducting the audit. TI shall have the right to conduct a final audit upon
expiration or termination of this License.
4.5 All payment notices and checks shall be sent by registered mail to:
ASP Controller
Texas Instruments Incorporated
Semiconductor Group
X.X. Xxx 0000, X/X 000
Xxxxxxx, Xxxxx 00000-0000
4.6 Royalty Payments charged for each copy made of the Licensed Product or the
Modified Application Program shall be payable within thirty (30) days of
each calendar quarter, detailing the number of copies made by LICENSEE or
with LICENSEE's authorization.
4.7 Royalty reports shall be made quarterly within thirty (30) days of each
calendar quarter, detailing the number of copies made by LICENSEE, or with
LICENSEE's authorization, providing a list of the entities who made copies,
and stating the amount of royalties paid. Royalty reports shall be
maintained for a period of two (2) years from the date of each report. A
final report shall be made on expiration or termination of this License.
4.8 LICENSEE shall ensure that a valid and enforceable sublicense agreement is
entered into with all sublicensees containing all of the restrictions of
the license grant set forth in this Section.
5. TERMS AND TERMINATION
5.1 The term of this Agreement shall be for a period of five (5) years, and
shall be automatically extended for successive one (1) year periods unless
terminated as provided herein.
5.2 TI may, in its sole discretion, terminate this License in the event of
breach by LICENSEE, with forty-five (45) days prior written notice from TI,
and failure to cure by LICENSEE within that forty-five (45) day period.
5.3 After five (5) years, either party may, in its sole discretion, terminate
this License at any time with thirty (30) days prior written notice.
5.4 Upon termination of this License, LICENSEE will return and/or certify
destruction of all copies of the Licensed Products in its possession.
LICENSEE may keep one copy of the object code of the Licensed Product for
archival purposes, LICENSEE may not keep any copies of Licensed Product
source code for any purposes, and must return and/or certify destruction of
all source code copies of the Licensed Product. Termination shall not
affect the royalty obligations of LICENSEE, or any sublicensees, or the
rights and obligations of end users.
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6. WARRANTY
6.1 Nothing contained herein shall constitute a warranty or representation by
TI to maintain production of the hardware with which the Licensed Product
is to be used.
6.2 The media on which the Licensed Product is supplied shall be warranted
against defects in material and workmanship under normal use for a period
of (90) days from the date shipped. TI will replace defective media
returned to TI within the ninety (90) day warranty period.
6.3 TI does not warrant that the functions contained in the Licensed Product
will be free from error or will meet LICENSEE's specific requirements. TI
shall have no responsibility or liability for errors or product
malfunctions resulting from LICENSEE's use, modification, copying, or
distribution of the Licensed Product. LICENSEE assumes complete
responsibility for decisions made or actions taken based on information
obtained using the Licensed Product. Any statements concerning the utility
of the Licensed Products are not to be construed as expressed or implied
warranties.
6.4 THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF DAMAGES
IN NO EVENT WILL TI BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
OR USE OF THE LICENSED PRODUCTS. THESE EXCLUDED DAMAGES INCLUDE, BUT ARE
NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME,
LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF
USE OR INTERRUPTION OF BUSINESS. THE SOLE AND EXCLUSIVE LIABILITY OF TI,
REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE PAYMENTS MADE FOR
THIS LICENSE BY LICENSEE UNDER THIS AGREEMENT.
8. UPDATES AND REVISIONS
8.1 This Agreement shall be deemed to include and extend to any updates to the
Licensed Products which TI may choose as its sole option to supply from
time to time for a fee to be negotiated.
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8.2 Any updates and revisions shall be sent by mail to the address listed below
or to such addresses as the parties have specified by written notice:
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9. EXPORT
The re-export of United States original software is subject to United
States laws under Export Administration Act of 1969 as Amended. Any further
sale or distribution of the Licensed Product shall be done in compliance
with the United States Department of Commerce Administration Regulations.
Compliance with such regulations is the responsibility of LICENSEE and not
the responsibility of TI.
10. CONSTRUCTION
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS FOR CONTRACTS MADE TO BE PERFORMED IN THE STATE OF TEXAS.
11. INTEGRATION
This Agreement shall constitute the entire agreement between the parties,
and shall supersede all previous agreements, whether oral or written,
concerning Licensed Products. Any amendments to this Agreement shall be in
writing and executed by authorized representatives of both parties.
12. NO PUBLICITY
Neither party will publicly announce this Agreement or release any
information pertaining hereto publicly, without the prior written consent
of the other party.
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IN WITNESS WHEREOF, this Agreement is hereby executed by the undersigned who are
respectively duly authorized representatives of TI and LICENSEE, and shall
become effective on the date of the last signature below.
Texas Instruments Incorporated _________________
0000 XXX Xxxxxxx, M/S 3684 _________________
Xxxxxx, Xxxxx 00000 _________________
By: By:
Title: Title:
Date: Date:
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Schedule 1
1. LICENSED PRODUCT
Software Part Numbers Description
--------------------- -----------
TMDC8XH.___ C80 H.320 Source
TMDC8XH.___ C80 H.324 Source
2. TARGET APPLICATIONS
The Licensed Product shall be used exclusively in conjunction with the
following Target Application Hardware:
TI's TMS320 product families and either: (a) TI's 74ACT8990 Test Bus
Controller or (b) TI's XDS-510 Controller.
3. HOST SYSTEM (If applicable): N/A
4. LICENSE FEES
A. Upfront License Fees payable in U.S. Dollars.
License Fee Amount: _____ (U.S. Dollars)
B. Royalty Fees per copy: Not applicable
This royalty schedule is effective for the term of this Agreement.
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Appendix C
DEFINITION OF "WONDERBOARD MINIMUM SAMPLING REQUIREMENTS".
1. Physical Requirements
Application: IAT's "Sample Application" for Windows 95
Video Conferencing Application
Host Software: DirectDraw API
H.320 API
CAPI (D-Channel Protocol)
Internode Message Manager (DLL, VXD)
C80 Software: Internode Message Manager
X.000 Xxxxxxx
XXXX Library (with D-Channel Protocol Stack and
Timers)
C80 Driver: D-channel Network Driver
B-channel Network Driver
Video Display Driver
Video Capture Driver
Audio (Full-Duplex) Driver
Hardware: "Wonderboard" Reference Board
NTSC/PAL Camera
DirectDraw Client Graphics Card
Microphone and Speakers
Documentation: "Tiny VC App" User's Guide (or README file)
2. Functional Requirements
VC Standard: H.320 w/H.261 & G.728
ISDN Standard: Euro
NTT
US National (NI1)
Bit-rate: 128 Kbit/s (2B) via on-board ISDN connection
Reliability: Once connected, systems must remain stable for
at least 30 minutes
Quality: Video and audio quality should be as good or
better than current TI/IAT H.320 A2 system.
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