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EXHIBIT 10.20
ATVEF ADOPTER LICENSE AGREEMENT
This is a patent and copyright license agreement among parties wishing to adopt
the Advanced Television Enhancement Forum Specification.
As used in this Agreement:
1. DEFINITIONS
1.1 The "Founders" are Cable Television Laboratories, Inc; Intel
Corporation; Microsoft Corporation; Network Computer, Inc.;
CNN; The Xxxx Disney Company; PBS; Tribune Company; Warner
Bros.; and other companies that sign the ATVEF Founders
Agreement as agreed upon by the Founders.
1.2 "Adopter" is the entity named at the end of this Agreement
which has executed this Adopter Agreement, delivered it to the
Secretary and is current in its payment of the Adopter Fee, as
defined in Section 3.6, below.
1.3 "Adopters" are all other entities which have executed an
identical counterpart of this Agreement, have delivered it to
the Secretary and are current in their payment of the Adopter
Fee.
1.4 "Specification" is the specification entitled "Advanced
Television Enhancement Forum Specification" authored and
published by the Founders.
1.5 "Licensed Implementations" means the implementations expressly
designated in the Specification and shall include, but not be
limited to, the following (1) the URL definition format and
capability for displaying a TV image with a web page using
HTML; (2) the trigger definition and syntax to be used by
attributes for content distribution; (3) the file and packet
header formats for the specified file transfer protocol; and
(4) the JavaScript for executing responsively to specified
events and for dynamically altering content.
1.6 "License Statements" means statements on file with the
Secretary that specify the terms under which Founders license
their Necessary Claims that read on the Licensed
Implementations.
1.7 "Necessary Claims," means claims of a patent or patent
application with an effective filing date on or before June 1,
2000 that read on an implementation required by the
Specification as embodied in a product or service compliant
with the Specification.
1.8 "Secretary" shall initially be Intel Corporation or other
party designated by the Founders and shall be responsible for
carrying out the administrative duties set forth in this
Agreement and the ATVEF Specification Founders' Agreement.
2. GRANTS OF LICENSES
Upon the later of Adopter's execution of this Agreement or
public release of the Specification by the Founders:
2.1 Pursuant to the terms of the Specification Founders'
Agreement, Founders grant to Adopter, a perpetual,
irrevocable, nonexclusive, nontransferable, nonsublicenseable,
worldwide license under their Necessary Claims under the terms
and conditions, if any, set forth in License Statement(s) on
file with the Secretary, to make, have made, use, import,
offer to sell and sell Licensed Implementations that comply
With the Specification, and agree not to assert any Necessary
Claim against Adopter or any vendor, distributor, purchaser or
other person in the chain of distribution for the manufacture,
use, distribution, offer to sell, sale, import, or other
transfer of a Licensed Implementation compliant with the
Specification and produced by or on behalf of Adopter;
provided that such license and agreement not to assert
Necessary Claims
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ATVEF ADOPTER LICENSE AGREEMENT
shall not extend to features of a product or service which are
not required to comply with the Specification; provided,
further, that such license or agreement not to assert
Necessary Claims shall not, and further does not extend to any
party that is asserting Necessary Claims against the grantor
of the license with respect to such products or services.
2.2 Adopter hereby grants to the Founders and Adopters, and
Adopter accepts from the Adopters, a perpetual, irrevocable,
nonexclusive, royalty-free, nontransferable,
nonsublicenseable, worldwide license under its Necessary
Claims to make, have made, use, import, offer to sell and sell
Licensed Implementations that comply with the Specification
and does not extend to any party that is asserting Necessary
Claims against the grantor of the license on such products;
provided that such license and agreement not to assert
Necessary Claims shall not extend to features of a product or
service which are not required to comply with the
Specification and further agrees not to assert any Necessary
Claim against a Founder, Adopter or vendor, distributor,
purchaser or other person in the chain of distribution for the
manufacture, use, distribution, offer to sell, sale, import,
or other transfer of a Licensed Implementation compliant with
the Specification and produced by or on behalf of a Founder or
Adopter.
2.3 Pursuant to the terms of the ATVEF Specification Founders'
Agreement, the Founders grant to Adopter a nonexclusive,
perpetual, irrevocable, nonexclusive, nontransferable,
nonsublicenseable, royalty-free worldwide license under the
copyrights in the Specification to use and reproduce the
Specification as reasonably necessary to practice the license
set forth in this Agreement.
2.4 The rights granted to Adopter herein are subject to Adopter's
full compliance with the terms and conditions set forth in
this Agreement.
3. GENERAL
3.1 Trademarks. Adopter hereby agrees not to object to the use of
any xxxx approved by the Founders in conjunction with the
promotion, manufacture or distribution of product or service
that is compliant with the Specification by a Founder, an
Affiliate of one of the Founders, an Adopter or person
involved in the manufacture or distribution of a product or
service compliant with the Specification. Adopters may not
identify any product or service which does not fully comply
with the Specification under any xxxx or brand adopted by the
Founders, or any marks confusingly similar to such marks, to
identify the Specification. Adopter is hereby granted a
license to use the marks and/or logos adopted by the Founders
(the "Marks") solely to indicate that products or services
bearing or promoted under the Marks comply with the
Specification, and are only to be used with products and/or
services which are fully compliant with requirements of the
Specification.
3.2 Governing Law. This Agreement shall be construed and
controlled by the laws of New York, without reference to
conflict of laws principles.
3.3 Jurisdiction. The parties agree that all disputes arising in
any way out of this Agreement shall be heard exclusively in,
and all parties irrevocably consent to jurisdiction and venue
in, the state and Federal courts of New York.
3.4 No Other Licenses. Except for the rights expressly provided
by this Agreement, Adopter neither grants nor receives, by
implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights.
3.5 No Warranty. Adopter acknowledges that the Specification is
provided "AS IS" WITH NO WARRANTIES WHATSOEVER, WHETHER
EXPRESS, IMPLIED OR STATUTORY,
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ATVEF ADOPTER LICENSE AGREEMENT
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR
PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY
PROPOSAL, SPECIFICATION, OR SAMPLE.
3.6 Fees. The annual fee for Adopters shall be $2500 per year
("Adopter Fee") through December 31, 1999.
3.7 Not Partners. Adopter understands that the Founders are
independent companies and are not partners or joint venturers
with each other. While the Founders may select an entity to
handle certain administrative tasks for them, no party is
authorized to make any commitment on behalf of all or any of
them.
3.8 Limitation of Liability. IN NO EVENT WILL FOUNDERS BE LIABLE
TO EACH OTHER, OR TO ANY ADOPTER FOR COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS
OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL
DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY OR OTHERWISE,
ARISING IN ANY WAY OUT OF THIS OR ANY OTHER RELATED AGREEMENT,
WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES.
3.9 Complete Agreement. This Agreement sets forth the entire
understanding of the agreement between the Adopters and the
Founders and supersedes all prior agreements and
understandings relating hereto. No modifications or additions
to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of all
parties.
3.10 Notices. All notices to be provided pursuant to this Agreement
shall be given in writing and shall be effective when either
served by personal delivery or upon receipt via certified
mail, return receipt requested, postage prepaid, overnight
courier service or sent by facsimile transmission with hard
copy confirmation sent by certified mail, in each case to the
party at the addresses listed below:
Secretary: ATVEF Adopter: Wink Communications
Intel Corporation 0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxx.: General Counsel Xxxxxxx, XX 00000
0000 Xxxxxxx Xxxxxxx Xxxx. XXX
Xxxxx Xxxxx, XX 00000 Attn: Senior Vice President,
USA Programming
Either party may give written notice of a change of address
and, after notice of such change has been received, any notice
or request shall thereafter be given to such party at such
changed address.
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ATVEF ADOPTER LICENSE AGREEMENT
3.11 Effective. This Agreement is not effective until fully executed
and received by the Secretary.
Founder [or Secretary]:
Company: Address:
By:
Name: Telephone:
Title: Fax:
Date: e-mail:
Adopter:
Company: Wink Communications Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx
By: Xxxxxxx, XX 00000
Name: Xxxxx X. Xxxxxxxx Telephone: 000-000-0000
Title: Senior Vice President Fax: 000-000-0000
Date: July 22, 1998 e-mail: xxxxx.xxxxxxxx@xxxx.xxx
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ATVEF ADOPTER LICENSE AGREEMENT
3.11 Effective. This Agreement is not effective until fully executed and
received by the Secretary.
Founder [or Secretary]:
Company: Intel Corporation Address: 0000 XX 00xx Xxxxxx
By: Xxxxxxxxx, XX 00000
Name: XX Xxxxxxxxxxx Telephone: (000) 000-0000
Title: ATVEF Director Fax: (000) 000-0000
Date: 11/09/98 e-mail: xxxx@xxxxx.xxx
Adopter:
Company : Wink Communications Address: 0000 Xxxxxx Xxxxxxx Xxxxxxx
By: Xxxxxxx, XX 00000
Name: Xxxxx X. Xxxxxxxx Telephone: 000-000-0000
Title: Senior Vice President Fax: 000-000-0000
Date: July 22, 1998 e-mail: xxxxx.xxxxxxxx@xxxx.xxx
