EXHIBIT 10.6
JOINT SOFTWARE LICENSE AGREEMENT
This Joint Software License Agreement, dated as of November
14, 2000 (this "Agreement"), is made by and between Dassault Systemes S.A., a
SOCIETE ANONYME organized under the laws of France and the owner of Purchaser
("Dassault Systemes") and/or certain affiliates of Dassault Systemes, and
PlanetCAD Inc. (formerly known as Spatial Technology Inc.), a corporation
organized under the laws of the State of Delaware ("PlanetCAD") (each a
"Party," together, the "Parties").
WITNESSETH:
WHEREAS, PlanetCAD, SPATIAL COMPONENTS, LLC and DASSAULT
SYSTEMES CORP. entered into a certain Purchase Agreement, dated July 4, 2000
("Purchase Agreement"), pursuant to which DASSAULT SYSTEMES CORP. acquired
the Component Business (as defined in the Purchase Agreement) from PlanetCAD
and SPATIAL COMPONENTS, LLC, including certain software; and
WHEREAS, in connection with the Purchase Agreement and as a
condition to closing the transaction contemplated thereunder PlanetCAD has
agreed to license to Dassault Systemes certain software, all in accordance
with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants set forth in the Purchase Agreement and in
this Agreement, and intending to be legally bound hereby, the Parties hereby
agree as follows:
1. DEFINITIONS
As used in this Agreement, the terms defined in this section shall
have the following respective meanings. Capitalized terms not otherwise
defined herein shall have the same meanings as set forth in the Purchase
Agreement.
AFFILIATE(S) shall mean, with respect to any specified Person, any other
Person that, directly or indirectly, Controls, is Controlled by, or is under
common Control with such Person.
CNDA shall mean the Confidential and Non-Disclosure Agreement among, inter
alia, PlanetCAD and Dassault Systemes executed contemporaneously herewith.
CONTROL, with respect to the relationship between or among two or more
Persons, shall mean the possession, directly or indirectly, or as trustee or
executor, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities,
as trustee or executor, by contract or otherwise, including, without
limitation, the ownership, directly or indirectly, of securities having the
power to elect a majority of the board of directors or similar body governing
the affairs of such Person; provided that neither
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PlanetCAD nor Dassault Systemes shall be deemed to be controlled by any other
Person or under common control with any Person that is not one of their
respective subsidiaries.
DERIVATIVE WORK(S), means, related to Software, a work which is based upon in
whole or in part of such Software, such as a revision, enhancement,
modification, translation, abridgment, condensation, expansion, or any other
form in which such Software may be recast, transformed, or adapted, or which,
if prepared without authorization of the owner of the copyright or other
intellectual property right in such Software, would constitute a copyright
infringement or other violation of the intellectual property rights. A
Derivative Work shall also include, without limitation, compilations or
link-edits, improvements, bug fixes, corrections, look and feel changes,
upgrades, updates and new version that incorporate such Software in whole or
in part.
EFFECTIVE DATE means November 14, 2000.
INTELLECTUAL PROPERTY shall mean (a) inventions, whether or not patentable,
whether or not reduced to practice, and whether or not yet made the subject
of a pending patent application or applications, (b) ideas and conceptions of
potentially patentable subject matter, including without limitation, any
patent disclosures whether or not reduced to practice and whether or not yet
made the subject of a pending patent application or applications, (c)
Patents, (d) Trademarks, (e) copyrights (registered or otherwise) and
registrations and applications for registration thereof, all moral rights of
authors therein, and all rights therein provided by international treaties,
conventions or common law, (f) Software, (g) Trade Secrets, and (h) all
rights to xxx and recover damages and obtain injunctive relief for past,
present and future infringement, dilution, misappropriation, violation or
breach thereof.
JOINT SOFTWARE shall mean the Software licensed and/or owned by PlanetCAD as
set forth on SCHEDULE A.
LICENSES shall mean the agreements listed on SCHEDULE A pursuant to which
PlanetCAD has acquired rights in the Joint Software.
OBJECT CODE shall mean computer-programming code, substantially or entirely
in binary form, that is directly executable by a computer after suitable
processing, but without the intervening steps of assembly, compilation or
link-edit.
PERSON(S) shall mean any individual or legal entity, including without
limitation, partnership, corporation, association, trust or unincorporated
organization.
RUN-TIME shall designate all software materials and databases that are
necessary to use any Software as well as this Software itself.
SOFTWARE shall mean any computer software program, including
programming-code, on-line documentation, if any, user interface related
thereto or associated therewith, to the extent that such user interface does
exist, and related user and installation documentation other than on-line
documentation associated with this computer software program.
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SOURCE CODE shall mean computer-programming code and related system
documentation, comments and procedural code, that is not directly executable
by a computer but which may be printed out or displayed in a form readable
and understandable by a qualified programmer.
2. PURPOSE
Subject to the terms and conditions herein, PlanetCAD agrees to license the
Joint Software to Dassault Systemes and to limit its rights in and to such
Software.
3. OWNERSHIP RIGHTS AND LICENSES IN AND TO THE JOINT SOFTWARE
3.1 OWNERSHIP AND LICENSES IN AND TO THE JOINT SOFTWARE. PlanetCAD
owns and/or is the licensee of certain rights in and to the
Joint Software, as described in more detail on SCHEDULE A,
attached hereto and incorporated herein by reference.
3.2 LICENSES TO THE JOINT SOFTWARE. As of the Effective Date and
except as provided for in SECTION 9.19, PlanetCAD grants
Dassault Systemes the following rights:
(i) A perpetual, worldwide, irrevocable, royalty-free,
fully paid-up license to use, distribute and sell the
Joint Software that: (i) was created by PlanetCAD,
(ii) is owned by PlanetCAD or (iii) was developed by
a third party for PlanetCAD as a work made for hire
under the copyright laws of the United States; and
(ii) A perpetual, worldwide, irrevocable, royalty-free,
fully paid-up license to use, distribute and sell the
Joint Software that is licensed to PlanetCAD pursuant
to the Licenses.
3.3 DERIVATIVE WORKS OF THE JOINT SOFTWARE.
3.3.1 GRANT OF LICENSE TO DASSAULT SYSTEMES
(i) As of the Effective Date and except as provided for
in SECTION 9.19, PlanetCAD grants to Dassault
Systemes a perpetual, worldwide, irrevocable,
fully-paid, royalty-free license to make Derivative
Works of the Source Code of the Joint Software.
(ii) At the end of each quarter, and for five (5) years
from the Effective Date, or for a longer period if
agreed to by the Parties, in the event that either
Party has made any Derivative Work from the Joint
Software, such Party shall deliver to the other Party
one copy of the Source Code of such Derivative Work,
in a sealed and dated envelope, in the form of a
CD-ROM, or other appropriate media.
(iii) Such items shall be sent to Dassault Systemes or
PlanetCAD, as applicable, by international registered
mail to the following address:
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IN THE CASE OF PLANETCAD: PlanetCAD Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn. Office of the President
IN THE CASE OF DASSAULT Spatial Corp.
SYSTEMES: 0000 Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn. Xxxx Xxxxx
or may be delivered to either Party by e-mail
transmission if agreed to in advance by the receiving
Party.
(iv) Neither Party shall have an obligation to maintain or
support all or part of the Derivative Works of the
Joint Software made pursuant to this SECTION 3.3.
3.3.2 OWNERSHIP OF DERIVATIVE WORKS. The Parties agree that
all right, title and interest in and to all or part
of the Derivative Works of the Joint Software made by
either Party shall be owned exclusively by the Party
that developed such Derivative Work. To the extent
any assignment is necessary to evidence the intent of
this SECTION 3.3.2 and that this assignment cannot be
made at present, each Party agrees to assign to the
other Party all of its right, title and interest in
and to these Derivative Works, and any part thereof,
and in and to all copyrights, patents and other
proprietary rights they may have in such Derivative
Works.
3.3.3 LICENSE GRANT TO DERIVATIVE WORKS. Effective upon
delivery of each Derivative Work as contemplated by
SECTION 3.3.1(ii) and subject to the restrictions
contained in this Agreement, the developing Party
hereby grants to the other Party a perpetual,
paid-up, royalty-free, worldwide, irrevocable,
non-exclusive license to use, prepare, compile,
install, execute, access, reproduce, distribute and
sell such Derivative Works of the Joint Software.
3.4 EXCLUSIVE LICENSE. The licenses set forth in SECTIONS 3.2 AND
3.3 are exclusive for the benefit of Dassault Systemes for all
use of the Joint Software as component products (i.e., as
toolkits designed to be embedded into other software products
or services). For all other purposes, the licenses granted in
SECTIONS 3.2 AND 3.3 are non-exclusive as to Dassault
Systemes.
4. RESTRICTIONS AND COVENANTS RELATING TO THE JOINT SOFTWARE
4.1 RESTRICTIONS ON PLANETCAD'S USE OF THE JOINT SOFTWARE.
PlanetCAD hereby covenants and agrees to the following
restriction: As of the Effective Date, PlanetCAD will not,
directly participate in, or direct the participation in, the
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development, marketing, distribution, licensing, supporting,
sale or re-sale of the Joint Software as component products or
component toolkits.
4.2 COVENANTS OF PLANETCAD RELATING TO THE JOINT SOFTWARE. As of
the Effective Date, PlanetCAD covenants and agrees to use its
best efforts to secure for Dassault Systemes licenses
substantially similar to the Licenses set forth on SCHEDULE A.
It is understood that any license secured pursuant to this
SECTION 4.2 shall run directly from the third party licensor
to Dassault Systemes.
4.3 EFFECT OF COMPETITION BY DASSAULT SYSTEMES. The Parties hereby
agree that in the event that Dassault Systemes develops
products that incorporate, use or are based upon the Joint
Software and such product offerings directly compete with
0Xxxxxx.xxx, then PlanetCAD may elect to terminate PlanetCAD's
obligations of the Parties agreed to by PlanetCAD in SECTIONS
3.3.1 (ii), 3.3.1 (iii), 3.3.3 AND 5 HEREOF and the
restrictions set forth in SECTION 4.1 shall automatically
terminate. In such a case, and only as to the use of the Joint
Software, PlanetCAD shall not be bound by the provisions of
the non-competition clause provided for in the Purchase
Agreement executed on July 4, 2000.
5. MAINTENANCE AND SUPPORT
5.1 MAINTENANCE AND SUPPORT FOR THE JOINT SOFTWARE. Commencing on
the Effective Date, the Parties shall provide each other with
five years maintenance and support, free of charge, as
described in the Maintenance and Support Services Schedule
(attached hereto as SCHEDULE B and incorporated herein by
reference) as may be extended by mutual agreement of the
Parties. Upon termination of the obligations set forth in this
SECTION 5.1 all obligations of the Parties contained in
SECTIONS 3.3.1 (ii), 3.3.1 (iii) AND 3.3.3 shall terminate.
5.2 SPECIAL SUPPORT OBLIGATIONS OF PLANETCAD. As of the Effective
Date, PlanetCAD agrees to provide Dassault Systemes with
timely support of the "Husk" versions of the Joint Software
identified on SCHEDULE C (attached hereto and incorporated
herein by reference) for a two year period. In the event that
such support is not sufficient to allow Dassault Systemes to
commercialize the Joint Software as component products, and
Dassault Systemes clearly identifies the support deficiency to
PlanetCAD in writing, PlanetCAD shall have sixty (60) days to
cure such deficiency. If such deficiency is not cured by
PlanetCAD within such sixty (60) day period and the Parties
are unable to work out an alternative solution, PlanetCAD
shall then make a one time payment of USD 1,000,000 to
Dassault Systemes and shall be relieved of all obligations
under this SECTION 5.2. This provision shall automatically
terminate upon the second anniversary of the Effective Date.
Notwithstanding the foregoing, it is agreed that PlanetCAD
will not be required to provide porting of the Joint Software
to any platform other than Windows NT. The support obligations
set forth in this SECTION 5.2 may not be subcontracted by
PlanetCAD, except to Geometric Software (an authorized
subcontractor to provide support for Joint Software products),
unless Dassault Systemes approves such subcontract(s).
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6. WARRANTIES AND DISCLAIMER OF WARRANTIES
6.1 MUTUAL REPRESENTATIONS. Each Party represents and warrants to
the other Party that such Party:
(i) Has suitable agreements with its respective employees
to meet the confidentiality obligations under this
Agreement; and
(ii) Is under no obligation or restriction, and will not
assume any obligation or restriction, that would
prevent it from performing its obligations under this
Agreement.
6.2 PLANETCAD REPRESENTATIONS. PlanetCAD represents and warrants
to Dassault Systemes that it owns and/or has valid licenses in
all rights, title and interest in and to the Joint Software.
6.3 DISCLAIMER OF WARRANTIES. THERE SHALL BE NO WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS STATED IN THIS SECTION 6,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, USE, OR
REQUIREMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, ANY INFORMATION OR MATERIALS FURNISHED BY EITHER
PARTY TO THE OTHER ARE PROVIDED ON AN "AS IS" BASIS.
7. LIMITATION OF LIABILITY AND INDEMNIFICATION
7.1 LIMITATION OF LIABILITY.
7.1.1 WITH THE EXCEPTION OF CLAIMS FOR (i) PERSONAL INJURY
OR DEATH, (ii) INTELLECTUAL PROPERTY INFRINGEMENT
INDEMNIFICATION, AS SET FORTH IN SECTION 7.4, AND
(iii) THE CONFIDENTIALITY PROVISIONS SET FORTH IN
SECTION 9.1: IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ANY LOST
PROFITS, LOST SAVINGS, LOST STAFF TIME OR OTHER
ECONOMIC DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
7.1.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS
AGREEMENT FOR AN AMOUNT GREATER THAN US $30,000.00.
7.2 DASSAULT SYSTEMES INDEMNIFICATION. Dassault Systemes shall
indemnify and hold harmless PlanetCAD, and its officers,
directors, employees, agents, representatives and shareholders
from and against any claims, demands, suits,
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causes of action, losses, damages, judgments, costs and
expenses (including reasonable attorneys' fees) arising out
of or related to any material breach of Dassault Systemes'
representations, warranties and covenants set forth in this
Agreement.
7.3 PLANETCAD INDEMNIFICATION. PlanetCAD shall indemnify and hold
harmless Dassault Systemes, its affiliates, and their
respective officers, directors, employees, agents,
representatives and shareholders from and against any claims,
demands, suits, causes of action, losses, damages, judgments,
costs and expenses (including reasonable attorneys' fees)
arising out of or related to any material breach of
PlanetCAD's representations, warranties and covenants set
forth in this Agreement.
7.4 INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION. Each Party
agrees to hold the other Party, its subsidiaries,
distributors, assignees and Affiliates, and their respective
officers, directors, employees, and shareholders
(collectively, the "Indemnities") harmless from and against
any claim of any nature, including, but not limited to,
administrative, civil or criminal procedures, which is or may
be made or raised against a Party's Indemnities by any third
party that the use or distribution of the Software that is the
subject of this Agreement and owned by the other Party,
infringes or violates any third party's patent, copyright,
trade secret or other intellectual property right in any
country. Indemnification hereunder shall cover all damages,
regardless of their nature, settlements, expenses and costs,
including costs of investigation, court costs and attorneys'
fees, and shall be for a period of seven (7) years from the
Effective Date. The payment of any indemnification shall be
contingent on:
(i) A Party giving prompt written notice to the other
Party of any such claim or allegation;
(ii) Cooperation by the indemnified Party with the other
Party in its defense against the claim; and
(iii) The indemnified Parties obtaining the other Party's
prior written approval of any settlement, if any, by
the indemnified Party of such matters, such approval
not to be unreasonably withheld.
Notwithstanding the foregoing, neither Party shall have the
obligation to indemnify the other for any claims of
infringement based on any modification by the latest version
of its Software, or from the combination of its Software with
any other program, to the extent such claim would not have
arisen without such combination or from use of the unmodified
Software.
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7.5 ADDITIONAL REMEDIES. If the operation, distribution or use of
any Software that is the subject of this Agreement becomes, or
is likely to become, the subject of a claim involving the
infringement or other violation of any patent, copyright,
trade secret, or other intellectual property rights of any
third party, the Parties will jointly determine in good faith
what appropriate steps can be agreed upon, with a view towards
curing such infringement or other violation, at the Software
owner's sole charge. Such steps may include, but are not
limited to:
(i) The owner securing the right for the other Party to
continue using the Joint Software, or
(ii) The owner replacing or modifying the Software so that
it becomes non-infringing.
If no other option is reasonably available, the owner of the
Software agrees to use its best efforts to withdraw, at its
sole expense, the infringing Software from the market.
8. TERM AND BREACH OF MATERIAL OBLIGATIONS
8.1 TERM. This Agreement shall come into force as of the Effective
Date, and shall remain valid until the expiration of the last
copyright or other protection available in any Software herein
licensed unless terminated as provided in Section 8.2.
8.2 BREACH OF MATERIAL OBLIGATIONS. In the event a Party fails to
perform any of its material obligations under this Agreement,
the non-breaching Party has given written notice to the other
Party of such failure to perform, and the breach is not cured
within a sixty day period from receipt of the notice, the
non-breaching Party may terminate any and all of its
obligations to provide maintenance and support, as set forth
in SECTION 5, to the breaching Party.
9. MISCELLANEOUS
9.1 CONFIDENTIALITY. All communications and information disclosed
by one Party to the other Party under this Agreement shall be
subject to the terms and conditions of the CNDA.
Notwithstanding anything to the contrary in the CNDA, all
information relating to the Source Code of the Joint Software
and Derivative Works thereof shall be deemed to be
Confidential Information under the CNDA even though they are
not marked confidential.
9.2 FREEDOM OF ACTION. Except as otherwise provided, nothing
contained in this Agreement shall be construed to limit or
impair any right of either Party to enter into similar
agreements with other parties, or to develop, acquire, license
or market, directly or indirectly, other products or services,
competitive with those offered by the other Party.
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9.3 ADDITIONAL INSTRUMENTS. Notwithstanding termination of this
Agreement, the Parties covenant and agree to execute and
deliver any additional instruments or documents necessary to
carry out the general intent of this Agreement, including
without limitation patent assignments or any other assignments
necessary to evidence the ownership of Intellectual Property
contemplated hereby or any such additional instruments or
documents, including such instruments as may be required by
the laws of any jurisdiction, now or in effect or hereinafter
enacted, that may affect a Party's rights, title or interest,
as applicable, in and to any of the software governed hereby.
9.4 IRREPARABLE INJURY. Each Party acknowledges and agrees that
each covenant in this Agreement pertaining to confidential
information and ownership of intellectual property is
reasonable and necessary to protect and preserve the rights of
the other Party in its confidential information and
intellectual property, and that any breach by such Party of
the terms of this Agreement may result in irreparable injury
to the other Party. Each Party, therefore, subject to a claim
of laches, estoppel, acquiescence or other delay in seeking
relief, consents and agrees that the other Party shall be
entitled to seek and obtain a temporary restraining order and
a permanent injunction to prevent a breach or contemplated
breach of this Agreement and waives any requirement that the
other Party post a bond in connection with seeking such
injunctive relief.
9.5 RELATIONSHIP OF THE PARTIES. PlanetCAD and Dassault Systemes
are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the
Parties. Neither Party has the authority to act as agent for
the other Party or to conduct business in the name of such
other Party or make statements, warranties or representations
that exceed or are inconsistent with the warranties provided
hereunder.
9.6 NOTICES. All notices required or permitted shall be given in
writing, in the English language, and shall be deemed
effectively delivered upon personal delivery or three days
after deposit with a carrier by registered mail or other
equivalent service, postage prepaid, return receipt requested,
addressed as follows, or to such other address as either Party
may designate to the other:
IN THE CASE OF PLANETCAD: PlanetCAD Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn. Office of the President
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IN THE CASE OF DASSAULT SYSTEMES:
Dassault Systemes
0 Xxxx Xxxxxx Xxxxxxxx
00000 Xxxxxxxx
Attn. Xxxxxxxx De Tersant
cc: Law Department
9.7 HEADINGS. The descriptive headings contained in this Agreement
are for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
9.8 SEVERABILITY. If any term or other provision of this Agreement
is deemed invalid, illegal or incapable of being enforced by
any law or public policy, all other terms and provisions of
this Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner
materially adverse to any Party.
9.9 ENTIRE AGREEMENT. This Agreement, together with the Schedules
attached hereto, constitutes the entire agreement of the
Parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written
and oral, between Dassault Systemes and PlanetCAD with respect
to the subject matter hereof.
9.10 AMENDMENT. This Agreement may not be amended or modified
except by an instrument in writing signed by, or on behalf of,
duly authorized representatives of Dassault Systemes and
PlanetCAD.
9.11 APPLICABLE LAW, VENUE. This Agreement shall be governed by,
and construed in accordance with, the Laws of the State of New
York, applicable to contracts executed in and to be performed
entirely within that state (without regard to the conflicts of
Law provisions thereof). This Agreement shall not be governed
by the U.N. Convention on Contracts for the International Sale
of Goods. The parties hereto hereby (a) submit to the
exclusive jurisdiction of any court of competent jurisdiction
sitting in the State of Delaware, The City of Wilmington for
the purpose of any Action arising out of or relating to this
Agreement brought by any party hereto, and (b) agree, to the
fullest extent permitted by applicable law, to waive, and not
to assert by way of motion, defense, or otherwise, in any such
Action, any claim that is not subject personally to the
jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action
is brought in an inconvenient forum, that the venue of the
Action is improper, or that this Agreement may not be enforced
in or by any of the above-named courts.
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9.12 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR
PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREUNDER.
9.13 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to
be an original but all of which taken together shall
constitute one and the same agreement.
9.14 NO WAIVER. The failure of either Party to enforce any
provision of this Agreement shall not constitute a waiver of
the right to subsequently enforce such provision, or any other
provision of this Agreement.
9.15 FORCE MAJEURE. Neither Party shall be held liable for any
failure to perform any of its obligations under this Agreement
for as long as, and to the extent that such failure is due to
an event of force majeure. An event of force majeure shall
include general strikes, lockouts, acts of God, acts of war,
mobilization of troops, fire, extreme weather, flood, or other
natural calamity, embargo, acts of governmental agency,
government or any other laws or regulations.
9.16 EXPENSES. Except as expressly provided for in this Agreement,
each Party shall bear its own expenses incurred in connection
with this Agreement, including without limitation travel and
living expenses incurred by that Party's employees.
9.17 ASSIGNMENT; SUBCONTRACTING; THIRD PARTY BENEFICIARIES.
(a) This Agreement may be assigned or otherwise transferred
by operation of law or otherwise without the express
written consent of PlanetCAD and Dassault Systemes, but
in such event the assigning Party shall give notice to
the non-assigning Party and the non-assigning Party shall
have the right to terminate its obligations under
SECTIONS 3.3 AND 5 of this Agreement within the 30 day
period following receipt of such notice.
(b) Either Party may assign or otherwise transfer all or part
of this Agreement to any of its Affiliates; PROVIDED THAT
no such assignment shall relieve a Party of any of its
obligations under this Agreement. In the event there is a
change of Control of an Affiliate which terminates its
status as an Affiliate of the party to this Agreement, and
this Agreement has been assigned to such an Affiliate,
this Agreement shall be assigned back to the party within
6 months of the effective date of the change of Control.
(c) Except as provided in SECTION 5.2, either Party may
subcontract services necessary to perform the obligations
set forth in this Agreement provided that any and all such
subcontractors shall have entered into agreements with the
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subcontracting Party sufficient to enable that Party to
comply with all terms and conditions of this Agreement.
(d) This Agreement shall be binding upon and inure solely to
the benefit of the Parties hereto and their permitted
assigns, subcontractor or transferee, and nothing herein,
express or implied, is intended to or shall confer upon
any other person, including, without limitation, any union
or any employee or former employee of either Party, any
legal or equitable right, benefit or remedy of any nature
whatsoever, including, without limitation, any rights of
employment for any specified period, under or by reason of
this Agreement.
9.18 TRADEMARKS. Notwithstanding any other provisions of this
Agreement, neither Party shall have the right under this
Agreement to use the other Party's trademarks or trade names
in connection with any product, service, promotion, public
announcement, advertisement or other publication, without
securing the prior written consent of such other Party.
9.19 THIRD PARTY LICENSES. Each party is relieved of its
obligations, if any, to (i) deliver the Source Code of a
product licensed hereunder or (ii) authorize the creation of
Derivative Works from Source Code hereunder to the extent that
fulfilling such obligations would cause such party to breach
any third party license agreement entered into by such party
after the Effective Date.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed in duplicate originals by their duly authorized officers or
representatives.
In Paris, on November, 14 2000
For PlanetCAD Inc. For Dassault Systemes
Its: Chief Executive Officer Its: Executive Vice President
Name: R. Xxxxx Xxxxxx Name: Xxxxxxxx de Tersant
Signature: /s/ R. Xxxxx Xxxxxx Signature: /s/ Xxxxxxxx xx Xxxxxxx
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