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EXHIBIT 10.20
TECHNOLOGY PRODUCT DEVELOPMENT AGREEMENT
IMMERSION CORPORATION AND LOGITECH, INC.
This Technology Product Development Agreement (the "Agreement") between
Immersion Corporation, a California corporation, with principal offices
in San Jose, California (hereinafter "Immersion") and Logitech Inc., a
California corporation, with principal offices in Fremont, California
(hereinafter "Logitech"), is entered into as of [****] (the "Effective
Date").
RECITALS
WHEREAS, Logitech and Immersion desire to establish a mutually
beneficial business relationship and to develop, verify and launch under
their best efforts high quality and competitively priced "FEELit Mouse"
force-feedback [****]; and,
WHEREAS, Immersion is in the business of developing certain computer
peripheral force feedback industrial, business, gaming, arcade and
medical devices, and represents it is the owner and/or licensee of
certain know-how, trade secrets and issued or pending patents; and,
WHEREAS, Logitech is in the business of developing, manufacturing and
distributing software and electrical computer peripheral devices such as
input data, gaming, and control devices including, but not limited to,
[****], and represents it is the owner and/or licensee of certain
know-how, trade secrets and issued or pending patents; and,
WHEREAS, Logitech desires to develop internally and with third parties,
use, manufacture and distribute [****] which utilize FEELit Mouse
technology.
NOW, THEREFORE, in consideration of the promises and agreements set
forth below and the other consideration cited herein, the parties agree
as follows:
1. PURPOSE AND SCOPE OF THE AGREEMENT
1.1 PURPOSE. The purpose of this Agreement is to expressly define the
terms and conditions of Logitech's and Immersion's business
relationship with respect to force-feedback [****] projects.
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1.2 SCOPE. The scope of this Agreement encompasses Immersion's and
Logitech's respective development, service and support rights and
obligations regarding [****] projects provided for herein.
2. DEFINITIONS
In this Agreement, including the Exhibits hereto, the following words
and expressions shall have the following meanings:
2.1 AFFILIATES. This means any corporation or business entity which
is controlled by, controls, or is under common control of a
Party. For this purpose, the meaning of the word "control" shall
include, without limitation, direct or indirect ownership of more
than fifty percent (50%) of the voting shares of interest of such
corporation or business entity.
2.2 DEFECT. This means, with respect to any non-software Deliverable,
failure to materially conform to the applicable then-current
Specifications for such non-software Deliverable.
2.3 DEFECT CORRECTION. This means either a modification or addition
that eliminates or works around a Defect in a non-software
Deliverable so as to cause the non-software Deliverable to comply
with the applicable then-current Specification.
2.4 DELIVERABLES. This means the various deliverables, which are
tangible implementations or items, including interim deliverables
or final prototype deliverables, identified as such and described
in Exhibit B ("Development Schedule"), or any subsequent
development schedule attached hereto by amendment.
2.5 ENHANCEMENT OR ENHANCEMENTS. This means any force-feedback
modification or addition made by Immersion under the terms of
Section 6.7 ("Other Development") and Section 7.2 ("[****]"), for
the [****], and which is a tangible implementation, other than a
Defect Correction or Error Correction, that when incorporated
into the [****], materially reduces the product cost of a [****],
or materially changes the functional capability, or form factor.
2.6 ERROR. This means, with respect to any software Deliverable,
failure of any such software Deliverable to materially conform to
the applicable then-current Specification for such software
Deliverable.
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2.7 ERROR CORRECTION. This means either a modification or addition
that eliminates or works around an Error in the software
Deliverable so as to cause the software Deliverable to comply
with the then-current Specification.
2.8 FEELIT MOUSE PRODUCT. This means the final production version of
the mouse described in the first Exhibit A ("Specifications")
which utilizes and/or contains Immersion Product Model
Technology, including but not limited to the applicable [****],
documentation, Defect Corrections and Error Corrections
thereto.
2.9 FINAL PROTOTYPE. This means a Deliverable which is the final
functional form of the [****], if any, including software and
hardware, produced by Immersion under a development schedule,
which prototype serves as a model for the final production
version of the [****], if any, and which conforms to the
applicable Specification.
2.10 IMMERSION PRODUCT MODEL TECHNOLOGY. This means that subset of
Immersion Technology delivered as a Deliverable under the terms
of a development schedule, or as an Enhancement or New
Technology, which is actually utilized in or in connection with
and/or embedded in the final production version of the FEELit
Mouse Product, any subsequent Product Model of the FEELit Mouse
Product or any Product Model of any [****].
2.11 [****]
2.12 IMMERSION TECHNOLOGY. This means any and all technology created
or acquired by Immersion, or licensed to Immersion by third
parties, including but not limited to software created by
employees or consultants of Immersion, (i) first developed or
reduced to practice before or after the Effective Date solely by
Immersion independent of the scope of the work under this
Agreement or (ii) first developed or reduced to practice after
the Effective Date and within the scope of a Deliverable
developed solely by Immersion (a) under a development schedule in
effect under the terms of this Agreement, (b) as an Enhancement
or (c) as New Technology.
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2.13 INTELLECTUAL PROPERTY LICENSE AGREEMENT. This means the
Intellectual Property License Agreement between Immersion and
Logitech dated the same date as this Agreement.
2.14 JOINT TECHNOLOGY. This means any and all technology created
and/or invented jointly by Immersion and Logitech employees or
consultants after the Effective Date and within the scope of
development of the FEELit Mouse Product or any [****] and/or any
Enhancements under the terms of this Agreement. The term "Joint
Technology" specifically excludes Immersion Technology and
Logitech Technology.
2.15 LOGITECH PRODUCT MODEL TECHNOLOGY. This means that subset of
Logitech Technology which is actually utilized in or in
connection with and/or embedded in the final production version
of the FEELit Mouse Product, any subsequent Product Model of the
FEELit Mouse Product or any Product Model of any [****].
2.16 LOGITECH TECHNOLOGY. This means any and all technology created or
acquired by Logitech, or licensed to Logitech by third parties,
including but not limited to software created by employees or
consultants of Logitech (i) first developed or reduced to
practice before or after the Effective Date solely by Logitech
independent of the scope of the work under this Agreement or (ii)
first developed or reduced to practice after the Effective Date
solely by Logitech and within the scope of a development schedule
in effect under the terms of this Agreement.
2.17 [****]
2.18 [****]
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2.19 NEW TECHNOLOGY. This means any force-feedback technology
modification or addition made by Immersion, for the [****], other
than a Defect Correction or Error-Correction, that when
incorporated into a [****], materially changes the utility,
efficiency, market value, functional capability or application,
and which is developed by Immersion on a non-exclusive basis and
made "generally available" for use in [****] in the [****] and
which is delivered by Immersion to Logitech as a tangible
implementation pursuant to the terms of Section 7.4 ("New
Technology"). For purposes of this definition, "generally
available" shall mean offered under nonexclusive license to any
one unaffiliated third party (other than the original third party
for whom the technology, modification or addition was originally
developed) for use in [****] in the [****].
2.20 OEM OR OEMS. This means any third party (not including
Affiliates) that does not manufacture [****] and that wishes to
purchase finished [****] for sale in the [****] under its own
brand name.
2.21 PARTY OR PARTIES. This means Immersion and/or Logitech.
2.22 PRODUCT LAUNCH. This means the date on which first
commercial-level shipping of the FEELit Mouse Product or any
Product Model commences to third party unaffiliated customers of
Logitech or a Logitech Affiliate.
2.23 PRODUCT MODEL. This means a single model of the FEELit Mouse
Product or any other [****]. "Product Model" shall mean each
variation of a FEELit Mouse Product or [****] which (i) differs
by virtue of addition of or alteration through an Enhancement or
(ii) constitutes a change in form factor or (iii) incorporates a
material change in force-feedback functionality made by a party
other than Immersion. Purely cosmetic alterations (e.g., color or
styling) to the
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physical appearance of the FEELit Mouse Product or a [****], or
changes that do not alter the force-feedback functionality but
reduce manufacturing costs shall not be deemed a Product Model.
2.24 QUARTER OR QUARTERS. This means Logitech's yearly fiscal
quarters. Specifically, Logitech's yearly fiscal quarters begin
and end on the following dates: first quarter, April 1 - June 30;
second quarter, July 1 - September 30; third quarter, October 1 -
December 31; and fourth quarter, January 1 - March 31.
2.25 ROYALTY BEARING PRODUCT. This means a [****] which either (1)
incorporates or utilizes Immersion Product Model Technology that
is not otherwise made generally available to the public by
Immersion without charge or (2) is covered by a Licensed Patent
as defined in the Intellectual Property License Agreement or by a
copyright of Immersion embodied in any Immersion Product Model
Technology that is not otherwise made generally available to the
public by Immersion without charge generally.
2.26 SPECIFICATION(S). This means the FEELit Mouse Product
specification attached hereto as Exhibit A ("Specification") and
each [****] specification associated with a development schedule
which is attached by amendment to this Agreement.
2.27 YEAR. This means any full four-Quarter period.
2.28 Any reference to the words "PURCHASE," "SALE," or "SELL," when
used in connection with intellectual property, shall mean
license.
3. EXHIBITS
The following Exhibits shall be attached hereto and incorporated in
their entirety by this reference.
EXHIBIT A ("Specification"), the Specification, contains the description
of the FEELit Mouse Product.
EXHIBIT B ("Development Schedule"), the Development Schedule, contains
the Milestones, Deliverables and Deliverable Due Dates. The parties
agree to complete Exhibit B within thirty (30) days of the Effective
Date and add such Exhibit B to this Agreement by written amendment
within such time period.
EXHIBIT C ("Change Order Form"), is the Change Order Form.
EXHIBIT D ("Software License Agreement") is the end user software
license agreement.
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EXHIBIT E ("Immersion Packaging Labeling Specification") is the
Immersion Packaging Labeling specification.
4. TERM
The initial term of this Agreement shall be for a period of [****]
commencing on the Effective Date, unless otherwise earlier terminated by
the Parties according to the terms of this Agreement. Thereafter, this
Agreement shall automatically renew for subsequent [****] periods,
unless either party terminates the Agreement by written notice at least
[****] prior to the end of the initial term or any renewal term.
5 ENGAGEMENT OF SERVICES
5.1 PROJECT ASSIGNMENT. Subject to the terms of this Agreement,
Immersion and Logitech will render the services and develop the
Deliverables described in Exhibit B ("Development Schedule"),
based upon Exhibit A ("Specifications"), which development
schedule and/or Specification may be modified by the Parties from
time to time in accordance with the procedures described in
Section 6.6 ("Modification of Specification"). Immersion shall
dedicate full-time employees of sufficient technical and
professional caliber to define, develop, complete and verify the
[****] it develops with Logitech in accordance with Exhibit B
("Development Schedule"), based on Exhibit A ("Specifications"),
and will assist Logitech in launching and supporting the
resulting [****] in accordance with the terms of Section 7.1
("Technical Service and Support").
5.2 PERFORMANCE OF SERVICES. Logitech has selected Immersion to
perform the services described in this Agreement based upon
Logitech receiving Immersion's personal services. Immersion may
not, therefore, subcontract or otherwise assign and delegate its
obligations under this Agreement without Logitech's prior written
consent.
5.3 PRESS RELEASE. Each of the Parties agree to credit appropriately
the other Party in all press releases, promotions, advertisement
and announcements that mention the force feedback [****]. Prior
to a Party releasing any information that references the other
Party, the publishing Party shall obtain the other Party's prior
written approval. The parties shall announce their FEELit Mouse
partnership within six months of the Effective Date.
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6.[****] DEVELOPMENT
6.1 FUNDING. Logitech shall fund all costs related to its internal
development of the [****]. In consideration of the duties and
obligations of Immersion with respect to its development
obligations hereunder for Logitech, Logitech will pay Immersion
on a reasonable time and material basis. Immersion will be liable
for all taxes levied against Immersion which arise in connection
with Immersion's performance under this Agreement and the
payments received from Logitech. Any payment designated as due
and payable based upon completion of development of a specified
Deliverable(s) and acceptance by Logitech shall not be payable
until Logitech's acceptance thereof.
6.1.1 FEELIT MOUSE PRODUCT FUNDING. In consideration of
the duties and obligations of Immersion with respect to
development pursuant to Exhibit B ("Development
Schedule") by Immersion, Logitech will pay Immersion a
total amount of [****] (US Dollars) ("Development Fee"),
which sum is in addition to the [****] to be paid by
Logitech to Immersion under the terms of the Parties'
Phase 0 Term Sheet, receipt of which previous payment is
hereby acknowledged by Immersion. The Development Fee will
be payable based on a segmented development schedule with
scheduled deliverables as described in Exhibit B
("Development Schedule").
6.2 DEVELOPMENT MILESTONES. Immersion's development obligation under
the terms of this Agreement as described in Exhibit B
("Development Schedule") shall be conducted on a first priority
basis. The FEELit Mouse Product development schedule is described
with particularity in Exhibit B ("Development Schedule") and the
schedule is divided into milestones ("Milestones"), each of which
require the delivery of one or more Deliverables on specific
Deliverable due dates ("Deliverable Due Dates"). Upon completion
of each Milestone associated with a Deliverable under Exhibit B
("Development Schedule") as amended in writing by the Parties
from time to time, Immersion shall promptly deliver to Logitech
the applicable Deliverable called for under such Milestone.
Logitech agrees to promptly complete and deliver to Immersion
Deliverables required to be completed and delivered by Logitech
pursuant to the terms of Exhibit B ("Development Schedule").
6.3 DELIVERY AND ACCEPTANCE OF DELIVERABLES BY LOGITECH. Upon
completion of each Deliverable, Immersion shall deliver to
Logitech such Deliverable, including documentation, if included
as part of the Deliverable requirement, for evaluation by
Logitech. Logitech shall review, test, and evaluate each
Deliverable and where indicated in the Development Schedule,
accept or reject each Deliverable in
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accordance with Exhibit B ("Development Schedule") and make the
associated payment, if any, for accepted Deliverables. Logitech
shall provide Immersion with written acceptance of each
Deliverable (for which acceptance is indicated as a requirement
in the Development Schedule), or a written statement of Defects
and/or Errors to be corrected within [****)] business days after
such delivery unless a different acceptance time period for a
Deliverable is described in Exhibit B ("Development Schedule") or
as otherwise mutually agreed upon in a writing signed by the
Parties. Immersion shall promptly correct such Defects and/or
Errors and return the corrected Deliverables for retesting and
reevaluation, and unless otherwise provided for in Exhibit B
("Development Schedule"), Logitech shall within [****] business
days after such redelivery provide Immersion with written
acceptance or a statement of Defects and/or Errors to be
corrected. The foregoing procedure shall be repeated until
Logitech accepts the Deliverable or finally rejects the
Deliverable and either terminates the Agreement or the
development project related to the unacceptable Deliverable
pursuant to Section 12 ("Termination").
6.4 PROGRAM MANAGERS. Immersion and Logitech shall each appoint a
program manager ("Program Manager"). Each Party reserves the
right to change such Program Manager, at any time, upon written
notice to the other Party. Immersion's appointed Program Manager
as of the Effective Date is [****]. Logitech's appointed Program
Manager as of the Effective Date is [****].
6.5 STATUS MEETINGS. The Parties shall notify each other of any
anticipated problems and any indication of delay in fixed or
tentative schedules. At least once each month, the Parties shall
conference, as mutually agreed, for progress discussions
describing in detail the status of the work performed and
discussion of possible resolution of any problems which have
arisen.
6.6 MODIFICATION OF SPECIFICATION. Logitech may modify the
Specifications at any time during development after consulting
with Immersion. If any such modification requires an increase in
the time or cost to perform by Immersion, an equitable adjustment
shall be negotiated and mutually agreed upon in writing by
Immersion and Logitech. Such changes will be implemented only
pursuant to a change order form in the form of Exhibit C ("Change
Order Form"), signed by both Parties. Such changes will become
effective and will be deemed incorporated into the Agreement as
an amendment to the applicable exhibit or section of the
Agreement. This procedure is used to control the technical
configuration of the Deliverables, as well as to control and
document costs and schedules. Logitech shall not be liable for
any work performed by Immersion which differs from the
then-current Specification and/or development schedule prior to
such work being authorized in a signed Change Order Form.
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6.7 OTHER DEVELOPMENT. Should Logitech desire to have Immersion
design other [****] after the FEELit Mouse Product and/or
Enhancements, the Parties will mutually agree in writing upon a
supplemental development schedule substantially in the form of
Exhibit B ("Development Schedule"), and reasonable associated
development fees, and an accompanying Exhibit A
("Specifications") and shall amend this Agreement to incorporate
such project. Except as provided in Section 7.4 ("New
Technology"), all terms and conditions of this Agreement, and the
Intellectual Property License Agreement including royalty rates
set forth in the Intellectual Property License Agreement, Section
3 ("Royalties"), shall apply to any [****] developed under this
Agreement unless otherwise mutually agreed in writing.
7. IMMERSION'S POST-DEVELOPMENT OBLIGATIONS
7.1 TECHNICAL SERVICE AND SUPPORT. Immersion shall provide Logitech
with ongoing engineering and technical support up to at least
[****] hours per week for the [****], as reasonably requested by
Logitech. [****] In consideration of any such support, whether on
a priority or as-available basis, Logitech shall pay Immersion at
a reasonable time and materials rate.
7.1.1 EXCEPTION. Immersion shall promptly provide Error Corrections
without charge for any Errors, including software Errors in any
[****] including any firmware.
7.2 [****]
7.3 OEM REFERRAL. Should an OEM contact Immersion concerning
manufacture of a [****] for the [****], Immersion agrees to
direct such OEM to contact Logitech with respect to manufacturing
such [****].
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The obligation of Immersion to direct OEMs to Logitech is
independent of Logitech having [****] and is not required for
such referrals. Logitech agrees that when contacted by any OEM
referred by Immersion, Logitech will include Immersion Product
Model Technology and/or technology covered by the Licensed
Patents as defined in the Intellectual Property License Agreement
in any initial proposals or designs for manufacturing a [****]
for such OEM. If Logitech's proposal or design incorporating
Immersion Product Model Technology and/or technology covered by
the Licensed Patents as defined in the Intellectual Property
License Agreement is accepted, Logitech agrees to make good faith
efforts to utilize Immersion Product Model Technology and/or
technology covered by the Licensed Patents as defined in the
Intellectual Property License Agreement in the [****]
manufactured for such OEM and to pay royalties therefor to
Immersion in accordance with this Agreement. If the OEM in its
own discretion elects to reject Logitech's proposal and/or design
which incorporates Immersion Product Model Technology and/or
technology covered by the Licensed Patents as defined in the
Intellectual Property License Agreement, then (i) Immersion
agrees and acknowledges that Logitech may manufacture a [****]
for the OEM without incorporating Immersion Product Model
Technology and/or technology covered by the Licensed Patents and
(ii) Logitech agrees and acknowledges that Immersion may enter
into an agreement with the OEM with respect to [****] in the
[****].
7.4 NEW TECHNOLOGY. [****], which royalty terms may or may not
be as favorable as the royalty terms in the Intellectual Property
License Agreement Section 3 ("Royalties"). [****].
7.5 NOTICE OF IMMERSION MANUFACTURE. Immersion shall provide
Logitech with [****] months' written notice prior to commencement
by Immersion of distribution of a [****] for the
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[****] to be manufactured by Immersion or manufactured by a third
party on Immersion's behalf for distribution by Immersion under
Immersion's name. Upon expiration of this notice period,
Immersion may, but shall no longer be obligated to offer Logitech
Enhancements in accordance with Section 7.2 ("[****]"), may but
shall no longer be obligated to offer OEMs to Logitech in
accordance with Section 7.3 ("OEM Referral"), and may but shall
no longer be obligated to provide New Technology under Section
7.4 ("New Technology").
7.6 LOGITECH PREEMPTION PROTECTION. Provided that Logitech is in
compliance with its development obligations under the terms of
this Agreement, which will be measured by Logitech making
substantial progress toward meeting its milestones as indicated
in Exhibit B ("Development Schedule"), [****]
7.7 ADVISEMENT PERIOD. [****] For purposes of this Agreement, the
Advisement Period shall be a period which commences on the
Effective Date of this Agreement and ends [****] after the
Product Launch Commitment Date.
8. LOGITECH'S OBLIGATIONS
8.1 DEVELOPMENT. Logitech shall (i) work with Immersion to produce
each set of Exhibit A ("Specifications") which shall include
product features, performance and design criteria, power
requirements, schematics, quality requirements, and the
preliminary component summary; and Exhibit B ("Development
Schedule"), including technical assistance in the development
thereof; (ii) review, test and evaluate the Immersion
Deliverables for conformance with the applicable Specification,
and (iii) deliver the Logitech Deliverables to Immersion for use
in
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development in accordance with Exhibit B ("Development
Schedule"). Immersion agrees not to disclose or copy for any
purpose Logitech's Specifications and Deliverables without the
express written consent of Logitech or in fulfillment of
Immersion's obligations under this Agreement.
8.2 PREFERRED CUSTOMER STATUS.
8.2.1 REQUIREMENTS. Logitech shall have [****] during the
first [****] quarter period (the "Initial Period") following the
Product Launch. If the Product Launch falls within the first half
of a Quarter, such Quarter will be counted as the first such
Quarter. If the Product Launch falls in the second half of a
Quarter, the next Quarter will be counted as the first such
Quarter. Thereafter, except as provided in Section 7.5 ("Notice
of Immersion Manufacture"), for so long as (i) Logitech continues
to timely pay royalties to Immersion according to the
Intellectual Property License Agreement Section 3 ("Royalties")
in an amount equal to at least [****] ("Minimum Annual Revenue
Requirement") per [****] Quarter period (a "Revenue Period")
beginning at the expiration of the Initial Period, payable on a
quarterly basis as set forth in Section 8.2.2 ("Minimum Annual
Revenue Requirement"); and (ii) Logitech is not distributing
(directly or through OEMs) any force-feedback [****] which is not
a Royalty Bearing Product, Immersion agrees to grant Logitech
"preferred customer status." Notwithstanding the foregoing,
Logitech may, by written notice given at least [****] days prior
to the first day of any given Revenue Period terminate the [****]
for the upcoming Revenue Period. Upon termination of [****] as
described herein all of the obligations of Immersion and
Logitech, and any provisions in this Agreement, which are
contingent upon [****] shall be null and void and of no further
force or effect upon expiration of the then current four Quarter
period. If Logitech does not send a termination notice as
permitted herein, the [****] will continue for the duration of
the upcoming Revenue Period, except as otherwise provided herein.
If Immersion does not receive a termination notice from Logitech
as provided herein, Immersion will send a notice to Logitech,
confirming that no termination notice has been received, within
[****] days after the subject Revenue Period commences; however a
failure by Immersion to send such notice will not be a material
breach and will in no way change Logitech's "preferred customer
status."
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8.2.2 MINIMUM ANNUAL REVENUE REQUIREMENT. Each Minimum Annual
Revenue Requirement shall consist of [****] payments of [****]
each. Each quarterly payment shall be referred to as a "Quarterly
Payment". Each such Quarterly Payment shall be due on the last
day of each Quarter ("Preferred Status Quarter") and is payable
within [****] days after the end of each Preferred Status
Quarter. Royalties accrued in each Preferred Status Quarter as
provided in the Intellectual Property License Agreement Section 3
("Royalties") shall be credited toward the Quarterly Payments due
for such Preferred Status Quarter. If the actual royalties due
for the Preferred Status Quarter are less than the Quarterly
Payment due, Logitech will submit the actual royalty payment and
Logitech will pay the difference between the Quarterly Payment
due and the actual royalties due for the Preferred Status
Quarter. If the actual royalties due for the Preferred Status
Quarter are greater than the Quarterly Payment due, such excess
amount shall be credited toward future Quarterly Payments within
the same Revenue Period. Actual royalties paid in excess of the
Minimum Annual Revenue Requirement for a given Revenue Period
will not be applied as a credit toward Quarterly Payments due for
Preferred Status Quarters in a later Revenue Period. Should
Logitech not timely pay any required Quarterly Payment and fail
to make such payment within ten (10) days of receiving written
notice from Immersion and unless otherwise agreed to in writing
by the Parties, preferred customer status benefits as described
in Sections 7.1 ("Technical Services and Support"), 7.2
("Enhancement by Immersion") and 7.4 ("New Technology") shall no
longer be in force or effect, effective as of the date on which
such Quarterly Payment was due.
8.2.3 TERMINATION OF PREFERRED CUSTOMER STATUS. [****] Upon
expiration of such notice period, (i) Logitech shall no longer be
obligated to pay the Quarterly Payments starting on the date the
next Quarterly Payment would have come due after the expiration
of the [****] notice, however, Logitech will submit a pro rata
Quarterly Payment for the portion of the Quarter in which the
[****] was in effect prior to the expiration date of the [****]
notice which shall be applied in accordance with Section 8.2.2
("Minimum Annual Revenue Requirement") and (ii) all of the
obligations of Immersion and Logitech, and any provisions in this
Agreement which are contingent upon
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[****] shall be null and void and of no further force or
effect upon expiration of the notice period.
8.3 DEVELOPER UNITS. Subject to the timely completion of Immersion's
development obligations under the terms of this Agreement,
Logitech agrees to produce [****] FEELit Mouse units (PVT) at
least [****] prior to the Product Launch. Immersion shall be
responsible for providing such units to software developers in a
timely manner.
8.4 PRODUCT LAUNCH COMMITMENT. Logitech agrees to use reasonable
efforts to launch the FEELit Mouse Product with a "Product
Availability Date" or "PAD" on or before [****] (such date (and
not the actual shipment date) shall be referred to as the
"Product Launch Commitment Date"). Immersion recognizes that the
actual shipment date may be adjusted to a later date due to
unforeseen events, manufacturing issues, and/or sourcing issues
and that Logitech, by way of this provision, is merely confirming
Logitech's commitment of the resources and priority level to make
Product Launch by [****] a strong possibility. The parties have
designated a date in the milestone schedule in Exhibit B
("Milestone Schedule") as the "Design Freeze" date, after which
Immersion shall not be responsible for schedule delays resulting
from subsequent Logitech changes to the design specification of
the FEELit Mouse. Immersion acknowledges that Immersion may be
responsible for several time sensitive and critical steps in a
given milestone schedule which will need to be completed prior to
the Design Freeze date. The parties agree that the Product Launch
Commitment Date of [****] is dependent upon this Design Freeze
date identified in the milestone schedule in Exhibit B
("Milestone Schedule") being met. Therefore, the parties agree
that for each day that the Design Freeze is adjusted to a later
date substantially due to Immersion's failure to complete
milestones which are substantially Immersion's responsibility to
complete and substantially within Immersion's control and upon
which the Design Freeze date is dependent, the Product Launch
Commitment Date will be moved back one day not including
weekends.
8.5 OEM SOLE SOURCE INITIATIVE. The parties intend to negotiate in
good faith to sign an OEM Purchase Agreement under which, for the
first [****] of such agreement, Logitech agrees to purchase all
of its peripheral device components requirements which can be met
by certain FEELit Mouse Controller Chip and Custom Actuator Core
components as defined in the OEM Purchase Agreement.
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Commission. Confidential treatment has been requested with respect to the
omitted portions.
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9. FINANCIAL TERMS
9.1 DEVELOPMENT FEES. Development of the FEELit Mouse Product will be
funded in accordance with the terms of Section 6.1 ("Funding")
and any subsequent development will be funded as provided under
the terms of Section 6.7 ("Other Development").
9.2 NEW TECHNOLOGY ROYALTIES. New Technology will be provided under
royalties which are subject to the terms of Section 7.4 ("New
Technology") and which are mutually agreed upon in writing by
Immersion and Logitech.
10. OWNERSHIP OF TECHNOLOGY
10.1 IMMERSION TECHNOLOGY. Immersion shall retain ownership of all
Immersion Technology (and Immersion Product Model Technology).
10.2 LOGITECH TECHNOLOGY. Logitech shall retain ownership of all
Logitech Technology (and Logitech Product Model Technology).
10.3 JOINT TECHNOLOGY. All Joint Technology shall be jointly
owned by Immersion and Logitech. Exploitation of and subsequent
development of Joint Technology, including commercial development
and/or licensing, will be by each Party without financial
accounting to, or the consent of, the other Party. Each Party
agrees to assist the other Party in any reasonable manner to
obtain and enforce intellectual property rights with respect to
the Joint Technology for the requesting Party's benefit in any
and all countries, and each Party agrees to execute, when
requested, applications and assignments to the requesting Party
and any other lawful documents deemed necessary by the requesting
Party to carry out the ownership provisions of this Agreement. If
called upon to render assistance under this Section 10.3 ("Joint
Technology"), a Party will be entitled to a fair and reasonable
fee, in addition to reimbursement of expenses incurred, at the
prior written request of the other Party.
10.4 JOINT TECHNOLOGY COPYRIGHTS. Each Party agrees to execute, upon
written request of the other Party, a signed transfer of an
undivided one-half interest in any Joint Technology copyright to
the other Party (so that the Parties are joint owners of the
copyright).
10.5 JOINT TECHNOLOGY INVENTIONS. Immersion and Logitech will
determine whether any Joint Technology inventions were conceived
or first actually or constructively reduced to practice within
the scope of development of the FEELit Mouse Product, or any
[****] and/or any Enhancements during the term of the Agreement,
and the Parties will discuss the circumstances of the invention.
The Parties will discuss whether a patent
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Commission. Confidential treatment has been requested with respect to the
omitted portions.
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application should be filed for a particular Joint Technology
invention or, in the alternative, the Joint Technology invention
should be kept as a trade secret by the Parties. If the Parties
mutually agree to file a patent for a particular Joint Technology
invention, the Parties will discuss the patent filing details,
including but not limited to which Party shall file and prosecute
the U.S. and any foreign patent applications. The cost of such
filing and prosecution shall be evenly distributed between the
Parties. If the Parties cannot mutually agree to file for a
patent for a particular Joint Technology invention, such Joint
Invention shall be treated as a trade secret by both Parties
provided, however, such treatment shall not prevent either party
from shipping a product based upon such trade secret. In any case
where the Parties mutually agree to file for a patent, the
application shall include all inventors and the Parties shall
jointly own the patent. Should both Parties agree not to file for
a patent such Joint Invention shall be treated as a trade secret
by both Parties, provided, however, such treatment shall not
prevent either party from shipping a product based upon such
trade secret. Assignment of patent(s) issuing from application(s)
for Joint Technology inventions shall be made jointly to
Immersion and Logitech.
10.6 SURVIVAL OF JOINT TECHNOLOGY OBLIGATIONS. The obligations set
forth in this Section 10 ("Ownership of Technology") shall
survive the expiration or termination of this Agreement.
11. LOGITECH DEVELOPMENT LICENSE TO IMMERSION
Logitech grants Immersion a non-exclusive license to use the Logitech
Technology under Logitech's intellectual property rights, provided to
Immersion hereunder for purposes of performing Immersion's development
obligations under any development schedule attached to this Agreement,
to have and distribute internally Logitech Technology and to modify or
copy the materials exclusively for the purpose of performing the
development activities required under this Agreement. Immersion's
intellectual property license to Logitech with respect to all
Deliverables delivered hereunder and all development performed under the
terms of this Agreement, with the exception of Joint Technology is
described and subject to the terms and conditions of the Intellectual
Property License Agreement.
12. TERMINATION
12.1 TERMINATION BY LOGITECH WITHOUT CAUSE. Logitech may terminate
this Agreement and/or any development project without cause upon
[****] written notice.
12.2 TERMINATION FOR CAUSE. Immersion may terminate this Agreement
and/or any development project by written notice if Logitech
materially breaches Section 16
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the omitted portions.
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("Confidentiality") or if Logitech fails to make development
payments as provided in this Agreement and any Exhibit B
("Development Schedule"). Immersion's termination shall become
effective upon [****] written notice of breach, provided Logitech
fails to cure its breach within the notice period. Logitech may
terminate this Agreement upon [****] written notice if Immersion
materially breaches this Agreement and fails to cure its breach
during the notice period.
12.3 EFFECT OF TERMINATION. If either Party terminates this Agreement
and/or a development project hereunder, both Parties will stop
all work in progress and minimize all related costs (e.g. pending
materials orders). If a Party independently elects to proceed
with its work in progress it shall be solely responsible for
related costs. If Logitech requests that Immersion complete work
in progress, Logitech shall be responsible for related costs
according to the applicable Exhibit B ("Development Schedule").
If Immersion terminates the Agreement as provided in Section 12.2
("Termination for Cause"), or Logitech terminates the Agreement
or an Exhibit B ("Development Schedule") without cause Logitech
shall pay Immersion for Deliverables due and delivered up to the
effective date of termination and Logitech shall also pay for
development fees then owing under this Agreement based upon a pro
rata portion of the number of calendar days elapsed since
completion of the last Deliverable for which payment was due and
the number of the days between such Deliverable and the next
sequent Deliverable for work done for such deliverable. If
Logitech terminates this Agreement or an Exhibit B ("Development
Schedule") for cause, no further payments shall be due under this
Agreement except for Deliverables accepted up to the date of
termination. In no event, however, will either Party's liability
under this Agreement for any development project of a [****]
exceed the amounts set forth in the applicable Exhibit B
("Development Schedule"). NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR DAMAGES OF ANY SORT AS A RESULT OF TERMINATING THIS
AGREEMENT IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT.
12.4 THIRD PARTY ACQUISITION OF IMMERSION.
12.4.1 SPECIAL HANDLING PROVISIONS. In the case of a merger or
acquisition where Immersion is not the surviving entity or in the
case of a sale of assets by Immersion in accordance with the
terms of Section 18.2 ("Succession and Assignment"), Immersion is
not required to obtain Logitech's prior approval to assign this
Agreement, however, Immersion will provide Logitech with written
notice as soon as possible, consistent with and subject to
Immersion's obligations of confidentiality with respect to such
merger, acquisition or sale of assets transaction. Immersion
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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recognizes that Logitech may have concerns with respect to
the assignee of this Agreement ("Assignee") if such
Assignee is viewed by Logitech to be a competitor,
however, notwithstanding competitive concerns, Logitech
may not desire to terminate this Agreement. Immersion
therefore agrees to permit Logitech to be able to require
that the following "special handling" provisions described
in this Section 12.4 ("Third Party Acquisition of
Immersion") be implemented if so requested by Logitech, in
writing.
12.4.2 CONFIDENTIAL INFORMATION SPECIAL HANDLING. If
Logitech desires to prevent the Assignee from accessing
Logitech's confidential information after assignment of
this Agreement because such Assignee is viewed by Logitech
as a competitor, Logitech may so notify Immersion in
writing and Immersion will implement special procedures to
keep the Logitech confidential information separate from
the Assignee's information and will limit disclosure of
the Logitech confidential information to those employees
who had previously had access prior to the assignment of
the Agreement. In such case, the Logitech confidential
information will be stored and used in a separate area in
order to limit access to only those former Immersion
employees who are authorized to work with such Logitech
confidential information. If invoked, such special
procedures will be observed for at least [****] from the
date of notice by Logitech so as to give Logitech time to
assess the situation, however, Logitech must cancel the
special procedures or terminate this Agreement in
accordance with Section 12.1 ("Termination by Logitech
Without Cause"), effective one year from the date of the
written notice which invoked the special procedures unless
the Assignee, in its sole discretion, agrees in writing to
continue the special procedures, for the mutual benefit of
the Parties. Upon Logitech's request Immersion shall
return any and all copies of Logitech's confidential
information or, at Logitech's option, Immersion shall
destroy such copies and notify Logitech in writing when
such copies have been destroyed, however if Logitech
requests such return or destruction, immersion shall be
released from all obligations under this Agreement which
Immersion is unable to perform without access to such
confidential information, if any.
12.4.3 TERMINATION OF OBLIGATIONS. After receipt by Logitech
of notice from Immersion as described in Section 12.4.1
("Special Handling Provisions"), Immersion may but shall
no longer be obligated to refer OEMs to Logitech in
accordance with Section 7.3 ("OEM Referral") and (iii)
provide New Technology under Section 7.4 ("New
Technology"). For [****] after receipt of such notice,
Immersion shall continue to
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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provide to End User in accordance with Section 7.2
("[****]") on a reasonable (versus priority) commercial
basis.
13. [****] ESCROW. Logitech may request Immersion to deposit [****]
materials and if so, then Immersion shall promptly provide to a mutually
agreeable escrow agent, under the terms of a mutually agreeable escrow
agreement, all [****] [****], drawings, specifications, and other
information necessary for Logitech to continue development or support of
each Final Prototype or Deliverable described in the applicable Exhibit
B ("Development Schedule") ("[****] Materials"), which is being
developed under Exhibit B ("Development Schedule"). Immersion shall
promptly deposit any future updates or revisions with the escrow agent.
Under the terms of the escrow agreement, the escrow agent shall be
instructed to deliver such [****] Materials to Logitech upon a
certification from Logitech that Immersion has become bankrupt and is
unable to perform any of its material software development obligations
relating to software, including firmware, pursuant to Exhibit B
("Development Schedule") prior to completion of the Final Prototype of
any [****] and acceptance by Logitech pursuant to the terms of this
Agreement and/or fails to perform any of its material software
development obligations relating to software, including firmware,
pursuant to Exhibit B ("Development Schedule") prior to completion of
the Final Prototype of any [****] and acceptance by Logitech pursuant to
the terms of this Agreement or Logitech terminates the Agreement for
cause based on Immersion's failure to perform any of its material
software development obligations relating to software, including
firmware, pursuant to Exhibit B ("Development Schedule") prior to
completion of the Final Prototype of any [****] and acceptance by
Logitech pursuant to the terms of this Agreement. If Logitech elects to
disclose [****] materials (other than firmware [****] designated by
Immersion as "Authorized For Modification" pursuant to Section 2.2.1 of
the Intellectual Property License Agreement) to any Affiliate and prior
to any disclosure, Logitech shall enter into a written agreement with
such Affiliate and such written agreement shall contain terms similar to
subsections (i)-(v) below. Logitech will not disclose [****] material
(other than firmware [****] designated by Immersion as "Authorized For
Modification" pursuant to Section 2.2.1 of the Intellectual Property
License Agreement) to any third parties without Immersion's prior
written consent. Such disclosures, if any, shall be upon terms similar
to subsections (i)-(v) below. The escrow agreement will include the
following minimum terms and conditions, which shall not be applicable to
the firmware [****] that is designated by Immersion as "Authorized For
Modification" pursuant to Section 2.2.1 of the Intellectual Property
License Agreement, use of which is governed by the Intellectual Property
License Agreement:
(i) Immersion will grant Logitech the right to use the [****]
Materials solely for the purpose of maintaining object code
versions of the [****]
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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portion of the Immersion Product Model Technology in the [****]
or to continue development or support of the [****].
(ii) Logitech will acknowledge and agree that use of the [****] Materials
is furnished to Logitech on a confidential and secret basis for the sole
and exclusive use of Logitech, and not for copying, distribution, sale,
sublicense or disclosure to third parties except as provided under the
Intellectual Property License Agreement signed by the Parties. In the
event that Logitech obtains the [****] Materials pursuant to the terms
of the escrow agreement, Logitech will agree that it will not publish,
disclose or otherwise divulge the Immersion [****] to any person, except
officers, employees and independent contractors of Logitech who have
entered into non-disclosure agreements and need access to the Immersion
[****] Materials to perform their duties. Logitech may make [****]
machine-readable copy of the Immersion [****] Materials solely for
backup and archival purposes. Logitech agrees to reproduce and include
all copyright and other proprietary notices appearing in or on any and
all Immersion [****] Materials provided to Logitech by the escrow agent
on any copy made by Logitech.
(iii) Logitech will agree to take all necessary steps to prevent unauthorized
disclosure of the Immersion [****] Materials, including but not limited
to the following:
(a) The building in which Logitech uses the Immersion
[****] Materials shall have restricted access [****] a day;
(b) The Immersion [****] Materials shall be used only in a
location within such building to which access is further
restricted to persons authorized to use the Immersion [****];
(c) Logitech shall prevent telephone or other remote
access to the Immersion [****] Materials from other locations;
and
(d) The Immersion [****] Materials shall be installed only
on a single computer system which is password protected, and all
Immersion [****] Materials files will be password protected.
(iv) Logitech shall be liable to Immersion or its successor company for all
direct and indirect, consequential, special and incidental damages
resulting from any unauthorized disclosure by Logitech of the Immersion
[****]. To the extent, if any this Section 13 ("[****] Escrow") is
inconsistent or conflicts with any provision of this Agreement, this
Section 13 ("[****] Escrow") shall be controlling.
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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(v) The obligations of this Section 13 ("[****] Escrow") shall
survive any termination or expiration of the escrow agreement.
14. LOGITECH WARRANTY.
Logitech represents and warrants that it will not knowingly provide to
Immersion any data, specifications, designs or similar information that
infringe upon or violate any intellectual property rights of a third
party.
15. TRADEMARK INFRINGEMENT INDEMNIFICATION BY IMMERSION
Subject to prompt notification by Logitech, cooperation by Logitech and
control of all litigation and/or settlement by Immersion, Immersion
shall indemnify, defend and hold Logitech harmless from and against any
and all claims, damages, liabilities, judgments, settlements, costs and
expenses (including reasonable attorneys' fees) suffered or incurred by
Logitech arising out of a claim of infringement of any Immersion
trademark, service xxxx, or trade name resulting from the labeling
requirement of Intellectual Property License Agreement Section 2.5
("Label Requirements"). In the case of an infringement or alleged
infringement of any such Immersion trademark, service xxxx, or trade
name, Immersion will have the right to require Logitech to stop using
such trademark, service xxxx, or trade name and will provide a new
trademark to be used in connection with the Immersion Product Model
Technology.
16. CONFIDENTIALITY.
16.1 OBLIGATIONS. During the course of this Agreement, each Party may
be a disclosing Party (hereinafter called Discloser) for
transmitting certain proprietary information to the other Party
(hereinafter called Recipient). Recipient agrees to treat as
confidential all such proprietary information, including all
information, written or oral, relating thereto, including, but
not limited to, know how, concepts, techniques, drawings,
specifications, processes, computer programs, designs and
systems, manufacturing and marketing information, received from
Discloser, and Recipient agrees not to publish such information
or disclose same to others except to those employees,
subcontractors and sublicensees to whom disclosure is necessary
to order to carry out the purpose for which such information is
supplied. Recipient shall inform such employees, subcontractors
and sublicensees of the confidential nature of such information
and of their obligation to keep same confidential. Recipient
further agrees not to use such proprietary information for
Recipient's own benefit or for the benefit of others, other than
in accordance with this Agreement, without Discloser's prior
written consent, and that all tangible materials, including
written material, photographs, discs or other documentation
embodying such proprietary information shall remain the sole
property of Discloser and shall be delivered to Discloser upon
Discloser's request. Upon
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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Discloser's request a Receiving party shall return any and all
copies of Discloser's confidential information or, at Discloser's
option, the Receiving party shall destroy such copies and notify
Discloser in writing when such copies have been destroyed.
16.2 EXCEPTIONS. The foregoing obligations of confidentiality do not
apply to information which was previously known to Recipient, is
rightfully received from a third party by Recipient, or becomes
publicly known or available without breach of this Agreement by
Recipient.
17. LIMITATION OF LIABILITY.
17.1 EXCEPT AS PROVIDED IN SECTION 13 ("[****] ESCROW"), IN NO EVENT
WILL LOGITECH OR IMMERSION BE LIABLE FOR LOST PROFITS, OR ANY
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN
CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN
IF LOGITECH AND IMMERSION HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.
17.2 EXCEPT WITH RESPECT TO THE PARTIES' OBLIGATIONS SET FORTH IN
SECTION 13 ("[****] ESCROW") AND WITH RESPECT TO ANY QUARTERLY
PAYMENTS DUE AND PAYABLE BY LOGITECH HEREUNDER, IN NO CASE WILL
EITHER PARTY'S TOTAL CUMULATIVE LIABILITY OR OBLIGATIONS UNDER
THE TERMS OF OR ARISING OUT OF THIS AGREEMENT EXCEED [****]
18. GENERAL PROVISIONS
18.1 ENTIRE AGREEMENT. This Agreement and its exhibits, together
with the Intellectual Property License Agreement, constitutes the
complete agreement of the parties and supersedes any other
agreements, written or oral (including all correspondence,
emails, such as but not limited to the letter regarding [****]
concerning the subject matter hereof and such materials do not
have any effect upon the rights and obligations of the Parties
under this Agreement. This Agreement and the Intellectual
Property License Agreement in no way supersede or affect the
Intellectual Property License Agreement between Immersion and
Logitech dated [****] and/or the
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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Technology Product Development Agreement between Immersion and
Logitech dated [****].
18.2 SUCCESSION AND ASSIGNMENT. Either party may assign this Agreement
provided that the other party has consented in writing to the
assignment or delegation and provided, further, that the rights
and obligations of the parties may be assigned to a corporate
successor in interest in the case of a merger or acquisition or
in the case of a sale of assets without the prior approval of the
other party. Any attempt to assign this Agreement in violation of
the provisions of this Section 18.2 ("Succession and Assignment")
shall be void.
18.3 NOTICES. Notices required under this Agreement shall be addressed
as follows, except as otherwise revised by written notice:
TO IMMERSION: TO LOGITECH:
Xxxxx X. Xxxxxxxxx, Ph.D. General Counsel
President Logitech, Inc.
Immersion Corporation 0000 Xxxxxx Xxxxx
0000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000-0000
Xxx Xxxx, XX 00000
18.4 GOVERNING LAW. The validity, interpretation and performance of
this Agreement shall be governed by the substantive laws of the
State of California, without the application of any principle
that leads to the application of the laws of any other
jurisdiction.
18.5 NO AGENCY. Neither party is to be construed as the agent or to be
acting as the agent of the other party hereunder in any respect.
18.6 NO RECRUITMENT. During the term of this Agreement and for one (1)
year after the termination or expiration of this Agreement, each
Party agrees not to recruit any employee of the other Party.
18.7 MULTIPLE COUNTERPARTS. This Agreement may be executed in several
counterparts, all of which taken together shall constitute one
single Agreement between the parties.
18.8 NO WAIVER. No delay or omission by either Party hereto to
exercise any right or power occurring upon any noncompliance or
default by the other party with respect to any of the terms of
this Agreement shall impair any such right or power or be
construed to be a waiver thereof. A waiver by either of the
parties hereto of any of the covenants, conditions, or agreements
to be performed by the other shall not be construed to be a
waiver of any succeeding breach thereof or of any covenant,
condition, or agreement herein contained. Unless stated
otherwise, all
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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remedies provided for in this Agreement shall be cumulative and
in addition to and not in lieu of any other remedies available
to either party at law, in equity, or otherwise.
18.9 SEVERABILITY. If any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or
impaired thereby.
18.10 AMENDMENTS IN WRITING. Any amendment to this Agreement shall be
in writing and signed by both parties hereto.
18.11 INTERPRETATION. Since this Agreement was prepared by both parties
hereto, it shall not be construed against any one party as the
drafting party.
18.12 DISPUTE RESOLUTION. Except in the case of a breach of an
obligation related to a Party's intellectual property rights, in
the event either Party concludes that it is in its best interest
to file any legal action against the other, the Party shall
contact the other Party's management and at least two (2) senior
managers from each Party shall meet without legal counsel or
interruption for a minimum amount of three (3) eight (8) hour
periods and diligently attempt to resolve all disputed matters.
If the Parties are unable to resolve their difference and either
Party desires to file a legal action against the other, at least
two (2) senior managers from each Party and their respective
counsels shall meet for three (3) eight (8) hour periods and
diligently attempt to resolve all disputed matters. Either Party
may request that an independent third party, bound to mutually
agreed upon legations of confidentially, attend such meeting in
order to assist the Parties in reaching a reasonable resolution.
All oral and written information exchanged in these meetings
shall be exchanged in an effort to settle all disputed matters.
If either Party still desires to file a legal action against the
other after these prescribed meetings such Party may file a legal
action against the other Party as allowed by applicable law in
Santa Xxxxx County state court or in the Federal Circuit. The
Parties agree that if a Party does not attend all of the
prescribed meetings it waives its rights to any monetary damages
in the legal action(s) it files.
18.13 SURVIVAL. Sections 6.1 ("Funding"), 6.1.1 ("FEELit Mouse Product
Funding"), 10 ("Ownership of Technology"), 12.3 ("Effect of
Termination"), 12.4 ("Third Party Acquisition of Immersion"), 13
("[****] Escrow"), 14 ("Logitech Warranty"), 15 ("Trademark
Infringement Indemnification by Immersion"), 16
("Confidentiality"), 17 ("Limitation of Liability") and 18
("General Provisions") will continue after the expiration or
termination of this Agreement.
*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
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18.14 FORCE MAJEURE. With the exception of the obligation to pay
monies due and owing, each Party hereto shall be excused from
performance hereunder for any period and to the extent that it is
prevented from performing any services pursuant hereto, in whole
or in part, as a result of delays caused by the other Party or an
act of God, war, civil disturbance, court order, governmental
action, laws, orders, regulations, directions or requests, or as
a result of events such as acts of public enemies, earthquakes,
fires, floods, strikes or other labor disturbances of the other
Party or any third party, or other cause beyond its reasonable
control and which it could not have prevented by reasonable
precautions, and such nonperformance shall not be a default
hereunder or a ground for termination hereof.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto
have signed this Agreement as of the date and year last set forth below.
LOGITECH: IMMERSION:
LOGITECH, INC. IMMERSION CORPORATION
By: /s/ X.X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
------------------------------ -------------------------
Name: X.X. Xxxxxx Name: Xxxxx Xxxxxxxxx
------------------------------ -------------------------
Title: SVP/GM Title: President
------------------------------ -------------------------
Date: 4/13/98 Date: April 13, 1998
------------------------------ -------------------------
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EXHIBIT A
[****]
*Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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EXHIBIT B
MILESTONE SCHEDULE
[INTENTIONALLY LEFT BLANK]
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EXHIBIT C
Change Order Form
Date:
Change Control Form No.:
Description of Change:
Reason for Change:
Man Hours:
Impact on Schedule:
Affect on Cost:
Accepted by Logitech: Accepted by Immersion:
LOGITECH, INC. IMMERSION CORPORATION
By: By:
---------------------------- ------------------------
Name: Name:
---------------------------- ------------------------
Title: Title:
---------------------------- ------------------------
Date: Date:
---------------------------- ------------------------
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EXHIBIT D
Software License Agreement
SOFTWARE LICENSE AGREEMENT. LOGITECH IS WILLING TO LICENSE THE ENCLOSED SOFTWARE
TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS
LICENSE AGREEMENT. This is a legal agreement between (either an individual
end-user or an entity) and Logitech. By opening the software package, you are
agreeing to be bound by the terms and conditions of the Agreement. If you do not
agree to the terms of this Agreement, promptly return the software package and
other items that are part of this product in their original package with your
payment receipt to your point of purchase for a full refund.
GRANT OF LICENSE. Logitech and its suppliers grant you a nonexclusive license to
use one copy of the enclosed software program ("Software") on one computer only
with the Logitech product you have purchased. No other rights are granted. The
Software is in use if it is loaded on the computer's permanent or temporary
memory. For backup purposes only, you may make one copy of the Software. You
must include on the backup copy all copyright and other notices included on the
Software as supplied by Logitech. Installation on a network server for the sole
purpose of your internal distribution of the Software is permitted only if you
have purchased an individual Software package for each networked computer to
which the Software is distributed.
RESTRICTIONS. Logitech and its suppliers retain ownership of the Software. You
shall not decompile, disassemble, reverse-engineer, or modify the Software in
any way. You may not transmit the Software over a network (except as expressly
permitted by above), by telephone, or electronically using any means. You may
not transfer the software except upon a permanent transfer of the enclosed
Logitech product provided that all software updates are included in the
transfer, you do not retain a copy of the Software, and the transferee agrees to
be bound by the terms and conditions in the license. Upon any violation of the
provisions of this Agreement, rights to use the Software shall automatically
terminate and the Software must be returned to Logitech or all copies of the
Software destroyed.
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EXHIBIT E
Immersion Packaging Labeling Specification
Logitech must place or have placed the following notice or other similar xxxx,
at Immersion's request, on the underside (exterior) of those products which
incorporate Licensed Technology as well as on the packaging and manuals for such
products:
"FEELit(TM) Force Feedback Technology Licensed from Immersion Corporation".
Logitech must also place or have placed the following FEELit Mouse logo (or
future derivative of the xxxx as reasonably approved by Logitech) at Immersion's
request, prominently on retail packaging and manuals such that the logo is
clearly legible and occupies a rectangular area of no less than 0.70 inches by
0.825 inches. The xxxx must be displayed on at least two surfaces of the retail
packaging, including the front surface and specifically not including the bottom
surface.
[FEELIT LOGO]
---------------------
.70"
---------------------
.825"
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