1
Exhibit 10.38
NON-EXCLUSIVE LICENSE AGREEMENT
BY AND BETWEEN
THE HEWLETT-PACKARD COMPANY
AND
XXXXXXX INTERNATIONAL, INCORPORATED
FOR
ENVELOPE PRINTING TECHNOLOGY
Effective Date: May 6, 1997
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TABLE OF CONTENTS
1 SCOPE AND BACKGROUND OF AGREEMENT
1.1 General
1.2 Related Agreements
2 DEFINITIONS
2.1 "Licensed Patents"
2.2 "Licensed Products"
2.3 "Licensed Method"
2.4 "Subsidiary"
2.5 "Party"
3 GRANT TO LICENSEE
3.1 Non-exclusive US License
3.2 Field of
3.3 No Sublicense
3.4 Limitation on License
4 GRANT TO HP
4.1 Non-exclusive World-Wide License for Ink-Jet and Laser Printers
4.2 No Field of Use
4.3 No Sublicense
5 SUBSIDIARIES
5.1 Bound as a Party
6 FEES AND ROYALTIES
6.1 None
6.2 Sales of Cartridges
7 PRODUCT TERMS
7.1 Warranty Costs
7.2 Separate Product Integrity
3
8 REPORTS
8.1 First Commercial Sale
8.2 Quarterly Reports
9 DISCLAIMER OF WARRANTIES
9.1 DISCLAIMER
9.2 Lack of Warranty
10 TRADEMARKS
10.1 No License
11 PUBLICITY
11.1 Limited Right
12 CONFIDENTIAL INFORMATION
12.1 Confidential Information
12.2 Exclusions
13 LIMITATION OF LIABILITY
13.1 Disclaimer
14 EVENTS OF DEFAULT
14.1 Notice of Breach
14.2 Causes Of Breach
14.3 Notice of Termination for Breach
15 TERM AND TERMINATION
15.1 Term of the Agreement
15.2 Term of Licensee's License
15.4 Contingent Termination
15.5 Termination on Breach
16 EVENTS ON TERMINATION
16.1 Return Of Property
16.2 Surviving Provisions
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17 DISPOSITION OF LICENSED PRODUCTS ON HAND UPON
TERMINATION
17.1 One Hundred and Twenty Days to Dispose
18 MISCELLANEOUS
18.1 Notices
18.2 Exhibits
18.3 Independent Contractors
18.4 No Assignment
18.5 Waiver
18.6 Headings
18.7 Severability
18.8 Entire Agreement
18.9 Governing Law
EXHIBIT A Addresses for Notices...........................Page 1 of Exhibit A
EXHIBIT B Confidential Disclosure Agreement...............Page 1 of Exhibit B
EXHIBIT C Licensee's Designated Mechanisms................Page 1 of Exhibit C
EXHIBIT D Designated HP Ink-Jet Print Cartridges..........Page 1 of Exhibit D
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NON-EXCLUSIVE LICENSE AGREEMENT FOR ENVELOPE PRINTING TECHNOLOGY
THIS LICENSE AGREEMENT is entered into between HEWLETT-PACKARD COMPANY, a
California corporation ("HP") through its Speciality Printing Systems Operation,
and Xxxxxxx International, Incorporated, a Delaware corporation ("Licensee"),
effective as of May 6, 1997 (the "Effective Date").
1 SCOPE AND BACKGROUND OF AGREEMENT
1.1 General. This Agreement sets forth the terms and conditions under
which HP will license Licensee to develop certain products, i.e.
Licensed Products, for document finishing and envelope printing under
HP's patents. In consideration for such license, Licensee will license
HP under its patents so that HP will obtain design freedom from the
Licensee.
1.2 Related Agreements. The Parties have previously or contemporaneously
entered into the following agreements: Confidential Disclosure
Agreement dated August 22, 1996, and attached hereto as Exhibit B.
2 DEFINITIONS
The following capitalized terms will have these meanings throughout
this Agreement.
2.1 "Licensed Patents" means all utility patents and all utility models
throughout the world issued or issuing on patent applications entitled
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to a first effective filing date (i) prior to eighteen (18) months
after termination of this Agreement for patents licensed to HP and
(ii) prior to termination of this agreement for patents licensed to
Licensee (hereinafter collectively referred to as the "Capture
Period"), under which either Party and/or its Subsidiaries have, or
hereafter obtain, the right to grant a license to the other Party and
its Subsidiaries, without such grant or the exercise of rights
thereunder resulting in the payment of royalties or other financial
consideration by the granting Party or its Subsidiaries to third
parties (except for payments to Subsidiaries and payments to third
parties for inventions made by said parties while employed by the
granting Party or its Subsidiaries). The term "Licensed Patents" shall
include any patent reissuing on any of the above patents and all
corresponding foreign counterparts, but does not include industrial
designs, design patents or design registrations.
2.2 "Licensed Products" means any one or more of the following products or
parts thereof, the manufacture, use, sale or lease of which is covered
by an issued, unexpired Licensed Patent, and nothing else:
(a) apparatus, including control electronics and mechanisms, for
driving and/or controlling the operation of an ink-jet print head;
(b) apparatus, including control electronics and mechanisms, for
controlling the environment around the print media or print zone
during ink-jet printing;
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(c) apparatus, including control electronics and mechanisms, for
transporting print media through an ink-jet printing mechanism,
including selecting and inputting print media from one or more
sources of supply, driving print media through a print zone, and
outputting print media;
(d) apparatus, including control electronics and mechanisms, for
positioning either the print head with respect to the print media or
print zone, or the print media or print zone with respect to the
print head, during ink-jet printing;
(e) apparatus, including control electronics and mechanisms, for
servicing or maintaining an ink-jet print head, including but not
limited to capping stations, priming mechanisms, wipers, etc.;
(f) imaging algorithms and devices, including but not limited to
processes, methods and/or systems, for monochrome or multi-color
ink-jet printing;
(g) ink-jet printer/plotter mechanisms;
(h) parts and components (including replacement, repair and service
parts) designated for incorporation in any of the foregoing; and
(i) equipment employed in the manufacture, repair, and/or use of any of
the foregoing.
The term "Licensed Products" does not include the following:
(a) ink-jet print heads;
(b) ink-jet print head units, including print cartridges;
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(c) consumables for use in ink-jet printing; including media, ink,
and ink reservoirs; and
(d) refillable ink-jet head units and processes and equipment for
refilling these units.
2.3 "Licensed Method" means any method, procedure, or process which is
covered by an issued, unexpired Licensed Patent and is employed in
either the manufacture, use or repair of a Licensed Product, including
ink-jet recording or printing methods or processes.
2.4 "Subsidiary" means any corporation or other business entity in which a
Party shall own or control, directly or indirectly, now or hereafter,
at least fifty percent (50%) of the outstanding stock or other voting
rights entitled to elect directors; provided, however, that in any
country where the local law shall not permit foreign equity
participation of at least fifty percent (50%), then a subsidiary shall
include any corporation or other business entity in which a Party
shall own or control, directly or indirectly, the maximum percentage
of such outstanding stock or voting rights permitted by law. But such
corporation or other business entity shall be deemed to be a
Subsidiary only so long as such ownership or control exists.
2.5 "Party" means Licensee or HP, as the case may be, and "Parties" means
Licensee and HP.
3 GRANT TO LICENSEE
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3.1 Non-exclusive US License. Subject to the terms and conditions herein
contained, HP and its Subsidiaries hereby grant to Licensee and its
Subsidiaries a non-transferable, royalty-free, non-exclusive license
under HP's Licensed Patents to make, have made, use, offer for sale,
sell, lease, and otherwise transfer Licensed Products worldwide and to
practice the Licensed Method worldwide.
3.2 Field of Use. The license specified in Section 3.1 is limited solely
to those mechanisms designated in Exhibit C, for document finishing,
envelope printing, and postal franking machines.
3.3 No Sublicense. No right to sublicense HP's Licensed Patents to third
parties is included herein and such right is expressly withheld.
3.4 Limitation on License. The license granted in Section 3.1 is for use
exclusively and solely with Licensed Products which utilize the
standard HP ink-jet print cartridges, designated in Exhibit D, without
modifications, including modifications for refilling. HP expressly
withholds the license right to use HP's Licensed Patents with Licensed
Products which utilize non-HP print cartridges.
4 GRANT TO HP
4.1 Non-exclusive World-Wide License for Ink-Jet and Laser Printers. In
partial consideration for the license granted by HP and its
Subsidiaries in Section 3.1, Licensee and its Subsidiaries hereby
grant to HP and its Subsidiaries a non-transferable, royalty-free,
world-wide, non-exclusive license under Licensee's Licensed Patents to
make, have made, use,
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offer for sale, sell, lease, import, export and otherwise transfer
Licensed Products, laser printer mechanisms, control algorithms
and electronics, and print media transport mechanisms and to practice
Licensed Methods.
4.2 No Field of Use. The license specified in Section 4.1 is not limited
to any field of use.
4.3 No Sublicense. No right to sublicense Licensee's Licensed Patents to
third parties is included herein and such right is expressly withheld.
5. SUBSIDIARIES
5.1 Bound as a Party. Each Subsidiary shall be bound by the terms and
conditions of this Agreement as if it were named herein as one of
the Parties. If a Subsidiary ceases to be a Subsidiary and holds any
patents or patent applications under which a Party hereto is licensed,
such licenses will continue in the same manner as the corresponding
licenses set forth in this Agreement for the respective Parties.
6. FEES AND ROYALTIES
6.1 None. No fee, royalty, or cost will be required of either Party as a
result of this Agreement.
6.2 Sales of Cartridges. The Parties acknowledge that HP is issuing a
license in this Agreement to Licensee for HP's very substantial
portfolio of ink-jet printer patents so that, in addition to other
consideration,
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Licensee will develop products that will result in a substantial
increase in sales of HP's ink-jet cartridge.
7 PRODUCT TERMS
7.1 Warranty Costs. Prior to the first commercial sale or lease of a
Licensed Product, Licensee will establish a program satisfactory to HP
to insure that HP and its Subsidiaries will not be subjected to
warranty / replacement costs for its ink-jet print cartridges due to
Licensee's products. This program must be approved by HP before the
first commercial sale or lease by Licensee of a Licensed Product.
7.2 Separate Product Integrity. Each Party is concerned about maintaining
its reputation in the market and being judged independently of the
other. In addition, each Party wishes to maintain the integrity of its
own products and its own quality control. For these reasons each Party
will market, package, and deliver its products to its customers and
end-users in a manner that differentiates each Party's products from
the other's and that allows customers and end-users to judge each
Party's products independently of the other's.
8 REPORTS
8.1 First Commercial Sale. Licensee will report to HP the date of first
commercial sale of a Licensed Product within thirty (30) days of its
occurrence.
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8.2 Quarterly Reports. Unless otherwise stated in a supply agreement
between the parties, for each calendar quarter after the date of first
commercial sale of a Licensed Product, the Licensee will provide HP
with a written report showing all sales or use made of Licensed
Products during the preceding calendar quarter. If no sales or use of
Licensed Products has been made during any reporting period, a
statement to this effect shall be required. The report will indicate
the quantity and part number of each HP print cartridge utilized in
each Licensed Product. These reports shall be made no later than
forty-five (45) days following each calendar quarter.
9 DISCLAIMER OF WARRANTIES
9.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HP MAKES
NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING ANY OF ITS
PRODUCTS, OR REGARDING THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY
PARTICULAR PURPOSE.
9.2 Lack of Warranty. Nothing in this Agreement shall be construed as:
(a) a warranty or representation by either Party as to the validity or
scope of any Licensed Patents;
(b) a warranty or representation that anything made, used, sold or
otherwise disposed of under any license granted in this Agreement is
or will be free from infringement of patents of third parties;
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(c) an obligation to bring or prosecute actions or suits against third
parties for patent infringement;
(d) conferring by implication, estoppel or otherwise any license or
rights under any patents of either Party other than those Licensed
Patents as defined herein, regardless of whether such patents are
dominant or subordinate to those Licensed Patents; or
(e) an obligation to furnish any know-how not provided in the Licensed
Patents.
10 TRADEMARKS
10.1 No License. Nothing contained in this Agreement will be construed as
conferring any right or license to use in advertising, publicity, or
other promotional activities, any trade name or trademark of either
Party.
11 PUBLICITY
11.1 Limited Right. The Parties will maintain the terms, but not the
existence of this Agreement in confidence, except as may be required
by law.
12 CONFIDENTIAL INFORMATION
12.1 Confidential Information. During the term of this Agreement, a Party
(the "Recipient") may receive or have access to certain information
of the other Party (the "Discloser") that is marked as "Confidential
Information," including, though not limited to, information or data
concerning the Discloser's products or product plans, business
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operations, strategies, customers and related business information.
The Recipient will protect the confidentiality of Confidential
Information with the same degree of care as the Recipient uses for its
own similar information, but no less than a reasonable degree of care,
under the terms of the Confidential Disclosure Agreement attached as
Exhibit B (the "CDA"). To the extent any term of this Agreement
conflicts with any term in the CDA, the terms of this Agreement will
control and take precedence. Confidential Information may be used only
by those employees of the Recipient who have a need to know such
information for the purposes related to this Agreement. The Parties
acknowledge that all technical information and forecasts are deemed
Confidential Information to be protected for a term of five (5) years
from the date of disclosure.
12.2 Exclusions. The foregoing confidentiality obligations will not apply
to any information that is (i) already known by the Recipient prior to
disclosure, (ii) independently developed by the Recipient either prior
to or independent of the disclosure, (iii) publicly available through
no fault of the Recipient, (iv) rightfully received from a third party
with no duty of confidentiality, (v) disclosed by the Recipient with
the Discloser's prior written approval, or (vi) disclosed under
operation of law.
13 LIMITATION OF LIABILITY
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13.1 Disclaimer.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER
(INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY
PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR
OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE
BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14 EVENTS OF DEFAULT
14.1 Notice of Breach. If either Party is in breach of any provision of this
Agreement, the non-breaching Party may, by written notice of breach to
the breaching Party, except as otherwise prohibited by the United States
bankruptcy laws, terminate the whole or any part of this Agreement,
unless the breaching Party cures the breach within sixty (60) days after
receipt of the notice of breach.
14.2 Causes of Breach. For purposes of Section 14.1 above, the term "breach"
includes without limitation any:
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(a) Proceeding, whether voluntary or involuntary, in bankruptcy or
insolvency by or against a Party;
(b) Appointment, with or without a party's consent, of a receiver or an
assignee for the benefit of creditors; or
(c) Failure by a Party to comply with any material provision of this
Agreement with additional failure to provide the non-breaching Party,
upon request, with reasonable assurances of future complying
performance.
14.3 Notice of Termination for Breach. If the breaching Party should fail to
repair the breach within sixty (60) days after receipt by it of such
notice, the non-breaching Party shall have the right to terminate this
Agreement by written notice of termination to the breaching Party. Upon
delivery of such notice of termination to the breaching Party, this
Agreement will automatically terminate. Such termination shall not
impair any accrued right of the non-breaching Party.
15 TERM AND TERMINATION
15.1 Term of the Agreement. This Agreement will commence as of the
Effective Date and continues for two (2) years unless otherwise
terminated as set forth herein. Unless otherwise so terminated the
Agreement will be automatically extended every two (2) years for two
(2) year periods unless either Party shall advise the other Party by
notice at least forty-five (45) days before the expiration of the then
current Agreement of its desire not to extend the Agreement. In case of
such
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notice, the Agreement will terminate at the end of that period for which
notice is given.
15.2 Term of Licensee's License. The license specified in Section 3.1 will
terminate on termination of this Agreement.
15.3 Term of HP's License. The license specified in Section 4.1 is irrevocable,
will survive this Agreement and will terminate on the expiration or lapse
of the last patent licensed to HP under this Agreement.
15.4 Contingent Termination. In the event that any purchaser, user or reseller
of any Licensed Products manufactured by the Licensee under Section 3.1
hereof shall be involved in any adverse litigation or adverse
administrative proceeding with HP and/or its Subsidiaries at any time
during the term of this Agreement, then HP or its Subsidiaries may
terminate the license under Section 3.1 insofar as such Section conveys any
license to any such purchaser, user or reseller. Such termination will be
effective upon notice as set forth in Section 18.1.
15.5 Termination on Breach. See Events of Default, Article 14.
16 EVENTS ON TERMINATION
16.1 Return of Property. Each Party must return all property owned by the other
Party upon expiration or termination. All such property must be in good
condition, normal wear and tear excepted. The receiving Party will
determine the manner and procedure for return. The returning Party will
bear all returned freight costs.
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16.2 Surviving Provisions. Notwithstanding the expiration or early termination
of this Agreement, the provisions regarding Capture Period in Section 2.1,
Grant to HP in Article 4, Subsidiaries in Article 5, Disposition of
Licensed Products in Article 17, Disclaimer of Warranties in Article 9,
Publicity in Article 11, Confidential Information in Article 12,
Limitation of Liability in Article 13, Events on Termination in Article 16,
and the Miscellaneous provisions below will each survive in accordance
with their terms.
17 DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION
17.1 One Hundred and Twenty Days to Dispose. Upon termination of this
Agreement the Licensee will provide HP with a written inventory of all
unsold Licensed Products manufactured prior to termination, in process of
manufacture, in use or in stock and shall have the privilege of disposing
of such Licensed Products, but no more, within a period of one hundred and
twenty (120) days.
18 MISCELLANEOUS
18.1 Notices. All notices to be given under this Agreement must be in writing
addressed to the receiving Party's designated recipient specified in
Exhibit A. Notices are validly given upon the earlier of confirmed receipt
by the receiving Party or three days after dispatch by courier or
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certified mail, postage prepaid, properly addressed to the receiving
party. Notices may also be delivered by telefax and will be validly given
upon oral or written confirmation of receipt. Either Party may change its
address for purposes of notice by giving notice to the other Party in
accordance with these provisions.
18.2 Exhibits. Each Exhibit attached to this Agreement is deemed a part of this
Agreement and incorporated herein wherever reference to it is made.
18.3 Independent Contractors. The relationship of the Parties established under
this Agreement is that of independent contractors and neither Party is a
partner, employee, agent or joint venturer of or with the other.
18.4 No Assignment. Neither this Agreement nor any right, license, privilege or
obligation provided herein may be assigned, transferred or shared by
either Party without the other Party's prior written consent, and any
attempted assignment or transfer is void. Any merger, consolidation,
reorganization, transfer of substantially all assets of a Party, or other
change in control or ownership will be considered an assignment for the
purposes of this Agreement.
18.5 Waiver. The waiver of any term, condition, or provision of this Agreement
must in writing and signed by an authorized representative of the waiving
Party. Any such waiver will not be construed as a waiver of any other
term, condition, or provision except as provided in writing, nor as a
waiver of any subsequent breach of the same term, condition, or provision.
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18.6 Headings. All headings used in this Agreement are for convenience of
reference only. They will not limit or extend the meaning of any provision
of this Agreement, and will not be relevant in interpreting any provision
of this Agreement.
18.7 Severability. If any provision in this Agreement is held invalid or
unenforceable by a body of competent jurisdiction, such provision will be
construed, limited or, if necessary, severed to the extent necessary to
eliminate such invalidity or unenforceability. The Parties agree to
negotiate in good faith a valid, enforceable substitute provision that
most nearly effects the Parties' original intent in entering into this
Agreement or to provide an equitable adjustment in the event no such
provision can be added. The other provisions of this Agreement will remain
in full force and effect.
18.8 Entire Agreement. This Agreement comprises the entire understanding
between the Parties with respect to its subject matter and supersedes any
previous communications, representations, or agreements, whether oral or
written. For purposes of construction, this Agreement will be deemed to
have been drafted by both Parties. No modification of this Agreement will
be binding on either Party unless in writing and signed by an authorized
representative of each Party.
18.9 Governing Law. This Agreement will be governed by the laws of the State of
California without reference to any choice of laws provisions.
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APPROVED AND AGREED TO:
XXXXXXX INTERNATIONAL: HEWLETT-PACKARD COMPANY
By:/s/ X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
------------------------------- -------------------------
Typed Name: X. XXXXXXX Typed Name: XXXXXXX X. XXXXXX
Title: CEO Title: GENERAL MANAGER
SPECIALTY PRINTING SYSTEMS
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EXHIBIT A
ADDRESSES FOR NOTICES
NOTICES:
If sent to HP, address to:
Hewlett-Packard Company
0000 Xxxxxxx Xx., XX 00XX
Xxxx Xxxx, XX 00000-0000
Attn: Director of Intellectual Property
cc: Hewlett-Packard Company
Ink-Jet Products Group
00000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000
Attn: Site General Manager
cc: Hewlett-Packard Company
Ink-Jet Supplies Business Unit
0000 XX Xxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: SPS, Account Manager
Page 1 of Exhibit A
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If sent to Licensee, address to:
______________________________
______________________________
______________________________
______________________________
Page 2 of Exhibit A
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[HEWLETT PACKARD LOGO]
CONFIDENTIAL DISCLOSURE AGREEMENT
-----------------------------------------------------------------------------
Effective Date: August 22, 1996
-----------------------------------------------
In order to protect certain confidential information, Hewlett-Packard Company
and its corporate affiliates ("HP"), and the "Participant" identified below,
agree that:
1. Disclosing Party: The party disclosing confidential information
("Discloser") is both parties
-----------------------------------
(Note: Fill in "HP", Participant", or "both parties".)
2. Primary Representative: Each party's representative for coordinating
disclosure or receipt of confidential information is:
HP: Xxx Xxx
----------------------------
Participant: Xxxx Xxxxxxx and Xxxxx Xxxxx
----------------------------
3. Description of Confidential Information: The confidential information
disclosed under this Agreement is described as:
HP: Technical information related to HP inkjet print cartridges.
------------------------------------------------------------
Participant: Technical & customer information related to the design and
marketing of new inkjet printing devices.
------------------------------------------------------------
(Note: Be specific; for example, individually list materials provided. Attach
additional sheets if needed.)
4. Use of Confidential Information: The party receiving confidential
information ("Recipient") shall make use of the confidential information
only for the following purpose (e.g., "evaluation and testing for a make/buy
decision on project xyz."):
HP: To assist in providing information to design printing devices
that use HP inkjet cartridges.
---------------------------------------------------------------
Participant: To enable the design of printing devices that use HP inkjet
cartridges.
---------------------------------------------------------------
5. Confidentiality Period: This Agreement and Recipient's duty to hold
confidential information in confidence expire on:
January 1, 2002
-----------------------------------------------------------------------------
Note: This is the period of protection of confidential information.)
6. Disclosure Period: This Agreement pertains to confidential information
that is disclosed between the Effective Date and
January 1, 2000
-----------------------------------------------------------------------------
Note: This is the period during which confidential information is going to be
disclosed.)
7. Standard of Care: Recipient shall protect the disclosed confidential
information by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized use, dissemination, or publication
of the confidential information as Recipient uses to protect its own
confidential information of a like nature.
8. Marking: Recipient's obligations shall only extend to confidential
information that is described in paragraph 3, and that: (a) comprises specific
materials individually listed in paragraph 3; or, (b) is marked as confidential
at the time of disclosure; or, (c) is unmarked (e.g. orally disclosed) but
treated as confidential at the time of disclosure, and is designated as
confidential in a written memorandum sent to Recipient's primary representative
within thirty days of disclosure, summarizing the confidential information
sufficiently for identification.
9. Exclusions: This Agreement imposes no obligation upon Recipient with respect
to information that: (a) was in Recipient's possession before receipt from
Discloser; (b) is or becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third party without a
duty of confidentiality; (d) is disclosed by Discloser to a third party without
a duty of confidentiality on the third party; (e) is independently developed by
Recipient; (f) is disclosed under operation of law; or (g) is disclosed by
Recipient with Discloser's prior written approval.
10. Warranty: Each Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY
UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS
PROVIDED "AS IS".
11. Rights: Neither party acquires any intellectual property rights under this
Agreement except the limited rights necessary to carry out the purposes set
forth in paragraph 4. This Agreement shall not restrict reassignment of
Recipient's employees.
Miscellaneous
12. This Agreement imposes no obligation on either party to purchase, sell,
license, transfer or otherwise dispose of any technology, services or products.
13. Both parties shall adhere to all applicable laws, regulations and rules
relating to the export of technical data, and shall not export or reexport any
technical data, any products received from Discloser, or the direct product of
such technical data to any proscribed country listed in such applicable laws,
regulations and rules unless properly authorized.
14. This Agreement does not create any agency or partnership relationship.
15. All additions or modifications to this Agreement must be made in writing
and must be signed by both parties.
16. This Agreement is made under, and shall be construed according to, the laws
of the State of California, U.S.A.
HEWLETT-PACKARD COMPANY
Inkjet Supplies Business Unit
-----------------------------------
(Entity Name)
0000 XX Xxxxxx Xxxx
-----------------------------------
Xxxxxxxxx, XX 00000
-----------------------------------
(Address)
/s/ Xxx Xxxxxxx
-----------------------------------
(Functional Manager's Signature)
Xxx Xxxxxxx
-----------------------------------
(Name)
IJBU Marketing Manager
-----------------------------------
(Title)
PARTICIPANT
Xxxxxxx International
------------------------------------
(Company Name)
0 Xxxxxxxxx Xxxxxx
------------------------------------
Xxxxxxx, XX 00000-0000
------------------------------------
(Address)
/s/ Xxxxx X. Xxxxx
------------------------------------
(Authorized Signature)
Xxxxx X. Xxxxx
-------------------------------------
(Name)
Director, New Business Development
-------------------------------------
(Title)
25
EXHIBIT C
LICENSEE'S DESIGNATED MECHANISMS
Name Part Number
---- -----------
1.
2.
3.
4.
Page 1 of Exhibit C
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EXHIBIT D
DESIGNATED HP INK-JET PRINT CARTRIDGES
HP 51645A
HP 51640A
Page 1 of Exhibit D
