AGREEMENT
This Agreement (the "Agreement") dated as of the 20th day of January,
1997 (the "Effective Date") by and between Yves Faroudja, a natural person
residing at 00000 Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxx, XX 00000 ("Faroudja"), and
Faroudja Laboratories, Inc., a California corporation with an office at 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 ("Company").
WITNESSETH:
WHEREAS, the parties have entered into that certain "License Agreement"
dated as of March 6, 1996 relating to certain intellectual property rights
owned by Faroudja; and
WHEREAS, the parties wish to cancel and nullify such License Agreement
and replace it in its entirety with this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties hereto hereby agree as follows:
ARTICLE 1
CANCELLATION OF MARCH 6, 1996 AGREEMENT
Section 1.1 CANCELLATION AND RELEASE. The parties hereby cancel,
void, and nullify that certain "License Agreement" entered into between them
on March 6, 1996 (the "Prior Agreement") and substitute in its place this
Agreement, as if the Prior Agreement never existed and this Agreement were
entered into between the parties on March 6, 1996, Each party hereby releases
and forever discharges the other from any claims such party may have had for
any breach of the Prior Agreement.
ARTICLE 2
CONSTRUCTION AND DEFINITIONS
Section 2.1 CONSTRUCTION. (a) All references in this Agreement to
"Articles," "Sections," and "Exhibits" refer to the articles, sections, and
exhibits to this Agreement.
(b) As used in this Agreement, neutral pronouns and any variations
thereof shall be deemed to include the feminine and masculine and all terms
used in the singular shall be deemed to include the plural, and vice versa,
as the context may require.
(c) The words and "HEREOF," "HEREIN" and "HEREUNDER" and other words of
similar import refer to this Agreement as a whole, including the exhibits
hereto, as the same may from time to time be amended or supplemented and not
to any subdivision contained in this Agreement.
(d) The word "INCLUDING" when used herein is not intended to be
exclusive and means "INCLUDING WITHOUT LIMITATION."
Section 2.2 CAPITALIZED TERMS. The following capitalized terms have
the meaning provided below:
(a) "COMPANY FIELD" shall mean the field of data processing for
electronically displaying images to the human eye. For purposes of
illustration only, the Company Field includes the following functionalities,
whether they are implemented within the frame of a TV set/projector, within a
standalone unit, or otherwise: any video manipulation, enhancement, display
and reproduction, encoding and decoding of NTSC, PAL, SECAM or any other
composite video standard, analog-to-digital and digital-to-analog conversion
of video signals; add-on device (or portion thereof) which performs
video/image manipulation, enhancement, display or reproduction (including
without limitation Tvs, computers, videoconferencing equipment, printers and
medical imaging devices); line doubling and quadrupling, video enhancement,
display, reproduction and noise reduction; HDTV video companion products; and
any implementation of the foregoing functionalities in general purpose
integrated circuits which accomplish such processes in hardware or software.
Without limiting the foregoing, the Company Field shall include all existing
Company products, including as described on pages 18-19 of that certain
Faroudja Images Inc. Private Placement Memorandum dated December 14, 1995
(the "PPM") and the products described in the "New Product Development"
section on pages 20-21 of the PPM.
(b) "INTELLECTUAL PROPERTY" shall mean all intellectual property,
proprietary, or similar rights, including any or all of the following and all
rights in, arising out of, or associated therewith: (i) all United States,
international and foreign utility and design patents and applications
therefor and all reissued divisions, renewals, extensions, provisionals,
continuations and continuations-in-part thereof, (ii) all inventions (whether
patentable or not), invention disclosures, improvements, trade secrets,
proprietary information, know how, technology and technical data, and all
documentation relating to any of the foregoing; (iii) all copyrights,
copyrights registrations and applications therefor, and all other rights
corresponding thereto throughout the world; (iv) all industrial designs and
any registrations and applications therefor throughout the world; and (v) any
similar or equivalent rights to any of the foregoing anywhere in the world.
(c) "POST-AGREEMENT TECHNOLOGY" shall mean all Intellectual
Property first owned by Faroudja during the period commencing on the
Effective Date and ending on the date Faroudja ceases to be an employee of
Company.
(d) "YF PATENTS" shall mean (i) all patents and applications
therefor owned, in whole or in part, by Faroudja as either an inventor or
assignee, including the patents and applications therefor listed on Exhibit
A; (ii) all patents and applications therefor on inventions conceived by
Faroudja prior to the Effective Date, regardless of when such inventions arc
2
reduced to practice or such applications are filed; and (iii) all
continuations, continuations-in-part, divisionals, reissues, and foreign or
international counterparts of any of the foregoing.
(e) "YF TECHNOLOGY" shall mean all Intellectual Property owned by
Faroudja as of the Effective Date and the YF Patents.
ARTICLE 3
OTHER AGREEMENTS
Section 3.1 OTHER AGREEMENTS. Faroudja Inc., the parent of the
Company, shall issue to Faroudja a warrant to purchase shares of Company's
common stock substantially in the form of the Warrant attached as Exhibit B
hereto.
ARTICLE 4
LICENSE GRANT
Section 4.1 LICENSE GRANT. Subject to (a) the rights previously
granted to third parties pursuant to those agreements listed on Exhibit A,
and (b) the rights retained by Faroudja pursuant to Section 4.2, Faroudja
hereby grants to Company an exclusive (including as to Faroudja, except as
set forth in Section 4.2), worldwide, perpetual, irrevocable, fully paid,
royalty-free, fully transferable right and license under the YF Technology to
make, have made, use, reproduce in copies, modify, publicly display, offer
for sale, sell, have sold, import, have imported, distribute, and otherwise
fully exploit in any manner any product, device, system,, machine, work of
authorship, apparatus or other subject matter covered by the YF Technology
and practice any method or procedure (including the unlimited, unrestricted
right to grant and authorize sublicenses to any or all of the foregoing
rights).
Section 4.2 FAROUDJA RIGHTS. Faroudja shall retain the nonexclusive,
non-transferable right (except as set forth in Section 15.7) with the right
to sublicense third parties, outside the Company Field to make, have made,
use, reproduce in copies, modify, publicly display, offer for sale, sell,
have sold, import, have imported, distribute, and otherwise fully exploit in
any manner any product, device, work of authorship, or apparatus and practice
any method or procedure covered by the YF Technology.
ARTICLE 5
ASSIGNMENT OF RIGHTS
Section 5.1 ASSIGNMENT. Company shall own all right, title, and
interest in and to all the Post-Agreement Technology. Faroudja hereby
irrevocably transfers, grants, conveys, and assigns to Company, throughout
the world and in perpetuity, without reservation, all right, title and
interest in and to all the Post-Agreement Technology, including without
limitation all Intellectual Property therein. Faroudja shall, from time to
time, without further consideration, execute such documents, render such
assistance, and take such other action as Company may
3
reasonably require at no charge to Company, to apply for, prosecute,
register, obtain, maintain, perfect, protect, confirm, and enforce Company's
rights in the Post-Agreement Technology.
Section 5.2 EXECUTION OF DOCUMENTS. Faroudja hereby irrevocably
constitutes and appoints Company, with full power of substitution, to be its
true and lawful attorney, in name, place, and stead, to execute, acknowledge,
swear to, and fill all instruments, conveyances, certificates, agreements,
and other documents, and to take any action which may be necessary,
appropriate, or desirable to effectuate the provisions of this Article 5.
Company shall not exercise the powers of attorney granted herein unless
Faroudja falls to fulfill its obligations under Section 5.1. The powers of
attorney granted herein shall be deemed to be coupled with an interest and
shall be irrevocable.
ARTICLE 6
DELIVERY OF TECHNOLOGY
Section 6.1 DELIVERY. As soon as practicable, Faroudja shall deliver
to Company copies of any and all physical embodiments in Faroudja's
possession of all YF Technology and all Post-Agreement Technology, including
all documentation relating thereto and shall provide Company with
explanations of such technology including descriptions of the advantages
thereto.
ARTICLE 7
PATENT PROSECUTION AND MAINTENANCE
Section 7.1 CONFERENCE, At Company's request, from time to time during
the Term, Faroudja shall meet and confer with Company and Company's
designated representatives, if any, to aid Company in developing a plan for
the preparation, filing and prosecution of patent applications covering YF
Technology, including those patent applications listed on Exhibit A (all such
patent applications collectively, "YF Applications").
Section 7.2 COMPANY CONTROL. Subject only to the rights granted to
Faroudja in Section 7,5, Company shall have the exclusive right to control,
including the right to designate patent counsel to be used for the
preparation, filing, prosecution, issuance, maintenance, and the like of any
and all YP Applications worldwide, including conducting any interference,
re-examinations, reissues and opposition, extension, and similar proceedings
relating thereto, whether or not such YF Applications have been prepared or
filed prior to the Effective Date.
Section 7.3 FAROUDJA COOPERATION. (a) Faroudja shall provide all
reasonable cooperation to Company and Company's counsel in connection with
the preparation, filing, prosecution, issuance, maintenance, and the like of
any and all YF. Applications worldwide, including conducting any
interferences, re-examinations, reissues and apposition, extension, and
similar proceedings relating thereto.
(b) Faroudja shall provide all reasonable cooperation to Company and
Company's counsel in connection with the preparation, filing, prosecution,
issuance, maintenance, and the
4
like of any and all Post-Agreement Technology worldwide, including conducting
any interferences, re-examinations, reissues and opposition, extension, and
similar proceedings relating thereto.
Section 7.4 COST. Company shall be solely responsible for all costs
in connection with the preparation, filing, promotion, issuance, and
maintenance of the YF Patents and applications therefor and any
interferences, re-examinations, reissues and opposition proceedings relating
thereto.
Section 7.5 FAROUDJA'S RIGHT TO PROSECUTE. If the Company, in its
reasonable business judgment, declines to prepare, file and/or prosecute a
patent application, in any particular jurisdiction, covering a particular
portion of the YF Technology, the Company shall provide notice of such
decision within a time period reasonable for Faroudja to pursue patent
protection. Faroudja shall then have the right to prepare, file and/or
prosecute such an application at his own expense through patent counsel of
his own choosing. If any such application matures into an issued patent,
Faroudja shall provide prompt written notification thereof to Company, along
with a complete description of the patented technology and the advantages
provided thereby. Company shall then have the option of (a) reimbursing
Faroudja for his reasonable expenses incurred for preparation, filing,
prosecution, issuance and maintenance of such patent and application
therefor, in which case such patent shall be considered a part of the YF
Technology for all purposes hereunder; or (b) not reimbursing Faroudja for
any such expenses, in which case such patent shall not be considered a part
of the YF Technology for any purpose hereunder.
ARTICLE 8
ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS
Section 8.1 NOTIFICATION. Faroudja shall promptly notify Company in
writing if he becomes aware of any third-party activity which reasonably
appears to infringe the YF Technology. Company shall promptly notify
Faroudja in writing if it becomes aware of any third-party activity in a
field outside of the Company Field which reasonably appears to infringe the
YF Technology.
Section 8.2 COMPANY RIGHT OF ENFORCEMENT. Subject only to Faroudja's
rights set forth in Section 9.3, Company shall have in perpetuity the sole
and exclusive right (but not the obligation) to bring an action, in its own
name, using attorneys of its own selection, against any third party that
appears to infringe the YF Technology. Company shall be solely responsible
for all costs of any such action, including attorney's fees and costs of
suit. Faroudja shall consent to being joined in any such action as
reasonably necessary or requested by Company, Company shall have sole control
of all aspects of any such action, including its settlement, and Faroudja
shall cooperate with Company in the prosecution thereof. With regard to any
recovery from an accused infringer, whether by way of a judgment for damages
or settlement or otherwise, the Company shall have the right to retain the
entirety of such recovery, but to the extent any monies so recovered exceed
the sum of all Company's expenses for such action, including attorneys' fees,
the Company shall reimburse Faroudja for his out-of-pocket costs,
5
including attorneys' fees and, if Faroudja is no longer an employee of the
Company, his then standard consulting fees. The foregoing provisions shall
apply notwithstanding that Faroudja may elect to join such action as a party
plaintiff, or be joined as such by the Company, the court, the accused
infringer or any other party to the action, in which case Faroudja may elect
either (i) to be represented by the Company's attorney with no obligation to
pay any of the attorneys' fees in connection with of such action, or (ii) to
retain his own attorney, at his own expense.
Section 8.3 FAROUDJA'S RIGHT TO ENFORCE. If Company elects not to
enforce the YF Technology against an infringer whose infringing acts occur
outside the Company Field, Faroudja may, beginning nine (9) months after
Company's receipt of notice of such infringing acts, institute an action to
enforce the YF Technology against such infringer. Absent any written
agreement otherwise relating to the Company's participation in such action,
Faroudja shall (i) bear all the cost of such action, including attorneys'
fees and costs of suit and (ii) retain any and all money recovered in
connection with such action, whether by way of judgement or settlement.
Company shall cooperate with Faroudja in the prosecution of such action.
Faroudja shall control such action, but Company shall have the right to
monitor such action, including the right to review and approve all documents
submitted in connection therewith. Faroudja shall not enter into any
settlement of such action without Company's express written approval,
Company's approval of such documents or settlement terms shall not bc
unreasonably withheld. The foregoing provisions shall apply notwithstanding
that Company may be joined as a party plaintiff by the court, or by the
accused infringer or any other party to such action, in which case Company
may elect either (i) to be represented by Faroudja's attorney, with no
obligation to pay any attorneys' fees in connection with such action, or (ii)
retain its own attorney, at its own expense.
Section 8.4 DEFENSE OF DECLARATORY JUDGMENT ACTION. In the event that
a third party initiates an action against the Company and/or Faroudja seeking
a declaratory judgment that one or more YF Patents are not infringed and/or
not valid, the provisions of Sections 9.2 and 9.3 shall pertain, that is, (i)
Company shall respond to such action as it deems appropriate in its sole
discretion, including the election to cross-complain against such third party
for infringement, pursuant to Section 9.2, and (ii) if the infringement is
outside of the Company Field and if Company elects not to defend against such
action, or cross-complain, Faroudja may elect to so defend and
cross-complain, pursuant to Section 8.3.
ARTICLE 9
INDEMNITY
Section 9.1 INDEMNITY. The Company acknowledges that it has the sole
obligation to use and implement the YF Technology into products and to ensure
that such implementation and use does not infringe any proprietary rights of
any third party. Faroudja shall not be liable for any claim by the Company
or any third party for any damages arising from any product incorporating or
created using the YF Technology, including without limitation those arising
from a cause of action based upon negligence, strict liability in tort,
product warranty, defect
6
in manufacture or design or due to a defective product. The Company, its
successors and permitted assigns shall indemnify and hold harmless Faroudja
(and his successors and assigns) from and against any and all damages and
costs resulting from or arising out of any claim or suit based upon (i)
products of the Company or the Company's licensees that incorporate or are
created using the YF Technology, or (ii) any infringement by such products or
the Company's use of the YF Technology of any third party's Intellectual
Property or proprietary right; provided, that Faroudja gives the Company
immediate written notice of any such claim or suit. Company shall have
complete control over the defense and disposition, including the settlement,
if any, of such claim or suit. Faroudja shall cooperate with the Company, at
the Company's expense (but without charge for Faroudja's services), in the
defense of any such claim or suit.
ARTICLE 10
FAROUDJA WARRANTIES
Section 10.1 FAROUDJA WARRANTIES. Faroudja hereby represents and
warrants to Company that:
(a) when executed and delivered, this Agreement will become valid
and binding on Faroudja, and enforceable against Faroudja in accordance with
its terms;
(b) Faroudja is not a party to any agreement that would prohibit
him from entering into this Agreement and fully performing his obligations
hereunder, including granting the licenses granted hereunder;
(c) Faroudja has not previously granted, and will not grant, any
rights in conflict with the rights and licenses granted to Company herein;
(d) Faroudja is the sole and exclusive owner of the YF Patents; and
(e) the YF Patents are free and clear of any lien, encumbrance,
security interest or restriction on transfer or license.
Section 10.2 DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH
HEREIN, FAROUDJA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
ARTICLE 11
LIMITATION OF LIABILITY
Section 11.1 LIMITATION. FAROUDJA SHALL NOT BE LIABLE TO THE COMPANY
OR ANY ENTITY CLAIMING THROUGH THE COMPANY FOR ANY LOSS OF PROFITS OR INCOME,
LOSS OF DATA, OR OTHER TANGIBLE BUSINESS LOSS OR OTHER
7
CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR FOR ANY CLAIM BY ANY OTHER
PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN
IF FAROUDJA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT.
ARTICLE 12
CONFIDENTIAL INFORMATION
Section 12.1 DEFINITION. The term "Confidential Information" shall
mean any information disclosed by one party to the other in connection with
this Agreement which, if in written, graphic, machine-readable or other
tangible form is marked as "Confidential"' or "Proprietary," or which, if
disclosed orally, is identified at the time of initial disclosure as
confidential. Without limiting the foregoing, the YF Technology and the
Post-Agreement Technology shall be considered Company's Confidential
Information.
Section 12.2 EXCLUSIONS. Notwithstanding the provisions of Section
12.1 above, Confidential Information shall exclude information that:
(a) was independently developed by the receiving party without any
use of the Confidential Information of the other party or by employees or
other agents of (or independent contractors hired by) the receiving party who
have not been exposed to the Confidential Information;
(b) becomes known to the receiving party, without restriction, from
a source other than the other party hereto without breach of this Agreement
and who had a right to disclose it;
(c) was in the public domain at the time it was disclosed or
becomes in the public domain through no act or omission of the receiving
party;
(d) was rightfully known to the receiving party, without
restriction, at the time of disclosure; or
(e) is disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body; that the receiving party
shall provide prompt notice thereof to the other party and shall use its
reasonable best efforts to obtain a protective order or otherwise prevent
public disclosure of such information.
Section 12.3 OBLIGATION. Each party shall treat as confidential all of
the other party's Confidential Information (except to the extent that the
Receiving Party owns such Confidential Information) and shall not use such
Confidential Information except as expressly permitted under this Agreement.
Without limiting the foregoing, each party shall use at least the same degree
of care which it uses to prevent the disclosure of its own confidential
information of like
8
importance, but in no event with less than reasonable care, to prevent the
disclosure of the other party's Confidential Information under this Agreement.
Section 12.4 CONFIDENTIALITY OF AGREEMENT. Each party agrees that the
terms and conditions of this Agreement shall be treated as Confidential
Information and that no reference to the terms and conditions of this
Agreement or to activities pertaining thereto can be made in any form of
public or commercial advertising without the prior written consent of the
other party; PROVIDED, HOWEVER, that each party may disclose the terms and
conditions of this Agreement:
(a) as required by any court or other governmental body;
(b) as otherwise required by law;
(c) to legal counsel of the parties;
(d) in connection with the requirements of an Initial Public
Offering or securities filing;
(e) in confidence, to accountants, banks and financing sources and
their advisors;
(f) in confidence, in connection with the enforcement of this
Agreement or rights under this Agreement;
(g) in confidence, in connection with a merger or acquisition or
proposed merger or acquisition, or the like; or
(h) in confidence, in connection with any sublicensing activities
permitted by this Agreement.
Section 12.5 REMEDIES. Unauthorized use by a party of the other
party's Confidential Information will diminish the value of such information.
Therefore, if a party breaches any of its obligations with respect to
confidentiality and unauthorized use of Confidential Information hereunder,
the other party shall be entitled to seek equitable relief to protect its
interest therein, including but not limited to injunctive relief, as well as
money damages.
ARTICLE 13
TRADEMARKS
Section 13.1 TRADEMARK. The parties acknowledge and agree that, as
between them, the trademark "Faroudja" (the "Xxxx") and all goodwill
associated therewith is, and at all times has been, solely owned by Company
in the worldwide Company Field. Faroudja shall retain the right to use the
name "Faroudja" for his individual business ventures, including its use as
9
a trade name and trademark for goods and services of such ventures, provided
that any such use will not be likely to cause confusion in the Company Field.
Faroudja agrees that he will not license any third party to use the name
"Faroudja" in any manner that would be likely to cause confusion in the
Company Field and Faroudja or his licensee, the parties hereto agree to
cooperate to mitigate such confusion and to take reasonable measures to
prevent similar confusion in the future.
Section 13.2 NO CONTEST. Faroudja will not attempt to use or register
with any trademark office worldwide, in the Company Field, any xxxx based on,
incorporating, or confusingly similar to the Xxxx or that otherwise infringes
or dilutes the Xxxx. Faroudja shall not contest the validity or
registration, if any, of the Xxxx in the Company Field or otherwise take any
action inconsistent with Company's ownership of the Xxxx in the Company Field.
Section 13.3 NO OBLIGATION. Company shall be under no obligation
whatsoever to use the "Faroudja" name or xxxx in any manner.
Section 13.4 COOPERATION. Faroudja shall provide Company with all
reasonable cooperation, at Company's expense (but without charge for
Faroudja's services), required or reasonably desired by Company to ensure
registration of "Faroudja" or any xxxx incorporating "Faroudja" as a trade
name or trademark and otherwise maintain or enforce any such name or
trademark worldwide.
Section 13.5 PUBLICITY RIGHTS. Company and its successors and assigns
may, worldwide and in perpetuity, without additional consideration, refer to
"Yves Faroudja" or "Faroudja" as the founder of Company and originator or
inventor of the YF Technology or the Post-Agreement Technology and use
Faroudja's name and likeness in Company's advertising and promotional
materials and otherwise in connection with the operation of Company's
business.
ARTICLE 14
TERM AND TERMINATION
Section 14.1 TERM. The term of this Agreement (the "Term") shall
commence upon the Effective Date and continue in full force and effect until
the date Faroudja ceases to be an employee of Company.
Section 14.2 SURVIVAL. The following provisions of this Agreement
shall survive any termination or expiration hereof. Articles 1, 2, 4, 8, 10,
11, 12, 13, 14, and 15.
ARTICLE 15
GENERAL
Section 15.1 FURTHER ASSURANCES.Each party shall execute and deliver
all further instruments and documents, and will take all further action that
may bc necessary or desirable as reasonably requested by a party hereto to
effectuate the parties' intent hereunder.
10
Section 15.2 EQUITABLE REMEDIES. It is understood and agreed that
breach of this Agreement will cause irreparable damage for which recovery of
money damages would be inadequate, and that any party may be notified to seek
timely injunctive relief, without obligation to post a bond, to protect such
party's right in addition to any and all remedies available at law.
Section 15.3 SEVERABILITY AND HEADING. If any provision, or any
portions thereof, of this Agreement is held by a court of competent
jurisdiction to be invalid under any applicable statute or rule of law, the
parties agree that such invalidity shall not affect the validity of the
remaining portions of this Agreement and further agree to substitute for the
invalid provision a valid provision which most closely approximates the
intent and economic effect of the invalid provision. Headings used in this
Agreement are for reference purposes only and in no way define, limit,
construe or describe the scope of extent of such section, or any way affect
this Agreement.
Section 15.4 NOTICES. All notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed effective when mailed by registered or certified mail,
postage prepaid, or transmitted by confirmed facsimile to the appropriate
address as first set forth above. Either party may change its notice address
by written notice to the other.
Section 15.5 NON-WAIVER. No term or provisions hereof shall be deemed
waived, and no breach excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the other, whether express
or implied, shall not constitute a consent to, waiver of, or excuse for any
other different or subsequent breach.
Section 15.6 INDEPENDENT CONTRACTORS. The parties' relationship shall
be solely that of independent contractor and nothing contained in this
Agreement shall be construed to make any party an agent, partner co-venturer,
representative or principal of the other for any purpose, and no party shall
have any right whatsoever to incur any liability or obligation on behalf of
or binding upon the other party.
Section 15.7 ASSIGNMENT. Faroudja may not assign this Agreement or any
of the YF Patents to any third party, other than to his heirs or a company in
which he owns more than a majority of the capital stock, and any attempt to
do so will be void and of no force or effect.
Section 15.8 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of California, excluding its conflicts
of law principles. Any suit hereunder may be brought in the federal or state
courts in Santa Xxxxx County, California and all parties submit to the
jurisdiction thereof.
Section 15.9 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes
the final, complete and exclusive entire agreement between the parties with
respect to the subject matter hereof and supersedes any previous proposals,
negotiations, agreements, arrangements, or
11
warranties, whether verbal or written, made between the parties with respect
to such subject matter. This Agreement may only be amended or modified by
mutual agreement or authorized representatives of the parties in writing.
Section 15.10 COUNTERPARTS. This Agreement may be executed in
counterparts or duplicate originals, both of which shall be regarded as one
and the same instrument, and which shall be the official and governing
version in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in duplicate by duly authorized officers or representatives as of the
date first above written,
Yves Faroudja Faroudja Laboratories, Inc.
/s/ Ives Faroudja By: /S/ Xxxxxxx Xxxxx
---------------------- ---------------------------
Name: Xxxxxxx Xxxxx
Title: President, CEO
12
EXHIBIT A
PATENTS AND PATENT APPLICATIONS OWNED BY FAROUDJA
13
EXHIBIT B
WARRANT
14