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Exhibit 10.15
Intel Confidential
Agreement # 1308984
Effective Date December 31, 1999
Expiration Date December 31, 2002
LICENSE AGREEMENT
LICENSE AGREEMENT (this "License Agreement"), is made and entered into effective
December 31, 1999 (the "Effective Date") by and between INTEL CORPORATION, a
Delaware corporation with a place of business at 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx,
Xxxxx Xxxxx, XX 00000 (together with all divisions and subsidiaries, hereinafter
"Intel") and Synchronicity, Inc., a Delaware corporation with a place of
business at 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("Synchronicity"). Intel and
Synchronicity may be singularly or collectively referred to in this License
Agreement as the "Party" or the "Parties", respectively.
RECITALS
WHEREAS, Intel (through its DT group) and Synchronicity have entered into a
"COLLABORATION AND EVALUATION AGREEMENT" dated September 28, 1998 (the
"Collaboration Agreement") pursuant to which the Parties outlined some general
terms and conditions for collaboration in certain technical activities;
WHEREAS, Intel (through its Microprocessor Products Group's Design Technology
unit, hereafter "DT") and Synchronicity have entered into an "EVALUATION LICENSE
AGREEMENT FOR THIRD-PARTY TECHNOLOGY" dated August 9, 1999 (the "Evaluation
Agreement") pursuant to which Intel evaluated the DesignSync DFII tool to
determine whether Intel would like to engage in a collaborative project with
Synchronicity; and
WHEREAS, Intel and Synchronicity now desire to engage in a collaborative project
and to license the DesignSync DFII software tool, as enhanced by the work
performed by Synchronicity under the SOW, to Intel.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties to this License Agreement hereby
agree as follows:
1. DEFINITIONS
1.01 "Collaborative Developments" means any and all work product and results
arising from the collaborative development activities under this License
Agreement pursuant to one or more SOWs, including any Source Code and
Object Code.
1.02 "Date Data" means any data or input, whether generated within a
Deliverable or communicated to it, which includes an indication of or
reference to date.
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1.03 "Deliverables" means the Collaborative Developments, Documentation,
Products, Services, and Software provided by Synchronicity to Intel.
1.04 "Documentation" means documentation, including without limitation, data
sheets, specifications, installation guides, and manuals.
1.05 "Effective Date" means the date first set forth above.
1.06 "Expiration Date" means the date first set forth above, whereby this
License Agreement shall expire unless renewed by the Parties according to
the terms and conditions herein.
1.07 "Intellectual Property" means all intellectual property rights worldwide
arising under statutory or common law, including without limitation that
which is acquired or obtained under a contract with a third party, and
whether or not perfected, comprising any of the following: (i) copyrights,
copyright applications, copyright registrations, mask works and mask work
registrations; (ii) rights relating to the protection of trade secrets and
confidential information; (iii) patents, patent applications, reissue
patents, reissue applications, invention registrations, xxxxx patents;
(iv) any right analogous to those set forth in this Section in foreign
jurisdictions; and (v) any renewals or extensions of the foregoing (as and
to the extent applicable) now existing hereafter filed, issued or
acquired.
1.08 "Initial Allocation Fee" means the fee set forth on Addendum C attached
hereto.
1.09 "Object Code" means the object code version of a software product,
including all computer programming code, entirely in binary form, which is
directly executable by a computer and includes those help, message,
overlay, and other files necessary for supporting the intended use of the
executable code.
1.10 "Products" means any software products that Synchronicity makes generally
commercially available for purchase or license to third parties in Object
Code format.
1.11 "Release" means a substantial improvement in user functionality of an
existing Product that is marketed as a new Product, or a version of a
Product that replaces previous Releases. Substantial improvement must
include more than just new hardware support (i.e., devices, drivers,
ports) and fixes to program errors in a previous Release. Such Releases
are typically identified by a new product name or a new release number.
1.12 "Services" means the Software related work provided by Synchronicity,
which may include development, training, consulting, support, and
maintenance.
1.13 "Software" means the Product known as DesignSync DFII Version 2.1.1 as
modified for Intel's needs, in Object Code form, including but not limited
to (i) the current Release, (ii) all new Releases, Updates and Upgrades,
(iii) all developments
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performed on such Product for Intel pursuant to this License Agreement,
and (iv) all Documentation customarily provided with the Product or
developed for Intel pursuant to this License Agreement.
1.14 "Source Code" means the source code version of a software product, along
with all available information, documentation, specifications, and
schematics which would enable one to develop, maintain, support, and/or
enhance the software product without assistance of any other third person
or reference to any other materials.
1.15 "SOW" means the Statement of Work to be performed under this License
Agreement attached hereto as Addendum A.
1.16 "Update" with respect to any Product means a version of the Product that
has a different version number than the prior version of the Product that
includes bug fixes or other limited improvements. Such Updates are
typically identified by a change in the tenths digit [x.x(x)] (i.e.-1.11,
1.12, 1.13).
1.17 "Upgrade" means the unique functional and/or feature improvements made to
any Product to keep the current version of the Release competitive in
terms of new capabilities, features or pricing in the Product's respective
market. Such Upgrades are typically identified by a change in the tenths
digit [x.(X)x] (i.e.-1.10, 1.20, 1.30).
2. COLLABORATIVE ACTIVITIES
2.1 Collaborative Development. Intel and Synchronicity hereby agree to engage
in the collaborative development described in the SOW. If Synchronicity
fails to perform its obligations under this License Agreement,
Synchronicity shall appoint as many Synchronicity application engineers as
necessary to resolve Synchronicity's performance deficiencies. The
application engineer(s) must be approved by Intel prior to entering Intel
facilities and shall be subject to Intel's standard security procedures.
If Intel is unable to obtain Synchronicity's commitment to the performance
of the SOW to Intel's satisfaction after having worked with a
Synchronicity application engineer in an effort to fulfill Synchronicity's
performance obligations under this License Agreement, Intel may terminate
this License Agreement and all of its obligations under this License
Agreement.
2.2 Services provided by Synchronicity. Synchronicity shall promptly perform
Services as scheduled or shall promptly notify Intel if unable to perform
any scheduled Services and shall state the reasons.
2.3 Best efforts. Synchronicity will use its best efforts to perform and
timely complete the work specified by the project in accordance with the
SOW, specifications, schedules and milestones and other requirements
associated therewith.
2.4 Primary Contact. Synchronicity will appoint a program manager who will
serves as a primary contact for issues related to the project, and will
hold program reviews with Intel on any of the work ("Primary Contact").
Synchronicity shall make the contact
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information for the Primary Contact available to Intel prior to starting
the project contemplated in the SOW.
3. OWNERSHIP
3.1 Ownership by Intel. Intel shall own all right, title and interest, in and
to the Intellectual Property rights embodied in the following work product
used or developed under this License Agreement, even if such work product
or improvements to such work product are developed solely by Synchronicity
employees:
(a) Intel proprietary file formats used in connection with design tools
and communicating between and among such tools.
(b) Source Code and Object Code whose primary function is to integrate
the Collaborative Developments into Intel's design environment.
(c) Intel circuit designs and manufacturing processes used as alpha and
beta projects for testing the Collaborative Developments, Products
and Software, including any intermediate data and final reports
generated in connection with such designs.
3.2 Ownership by Synchronicity. Subject to Intel's ownership under Section
3.1, Synchronicity shall own all right, title and interest in and to any
remaining Intellectual Property embodied in the Collaborative
Developments, Products and Software used or developed under this License
Agreement, whether developed solely by Synchronicity employees, or jointly
by Synchronicity employees in conjunction with Intel employees.
Synchronicity shall have no ownership interest in any Intellectual
Property developed solely by Intel employees, which shall be exclusively
owned by Intel.
3.3 Cooperation. The Parties agree to assist each other, at the other's
expense, in every proper way, to secure the other party's Intellectual
Property rights as provided in this Section 3. At no expense to Intel,
Intel may request that Synchronicity promptly provide Intel with a
completed and executed copy of the Certificate of Originality set forth on
Addendum G in connection with any Collaborative Developments, Products and
Software provided to Intel under this License Agreement. At no expense to
Intel, Intel may request that Synchronicity promptly provide Intel with a
completed and executed copy of the Assignment of Intellectual Property set
forth on Addendum H in connection with any Intellectual Property owned by
Intel under this License Agreement.
4 LICENSES TO INTEL
4.1 General License. Synchronicity hereby grants to Intel a royalty-free,
paid-up, non-exclusive, irrevocable, perpetual, worldwide license, with
the right to sublicense, under all Intellectual Property owned or licensed
by Synchronicity, to make, have made, use, sell, offer to sell, reproduce,
have reproduced, prepare derivatives, publicly display or perform, by any
means and on any tangible or intangible medium now known or
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developed in the future, any integrated circuits and related electronic
devices, but only to the extent that Intel's use of the Deliverables
necessarily introduces Synchronicity's Intellectual Property into such
integrated circuits and related electronic devices.
4.2 Software License. Promptly after the acceptance criteria of the SOW have
been met for the full standard release package to be provided under the
final phase of the SOW, Synchronicity shall deliver and install on Intel's
computer systems, as reasonably directed by Intel, the full standard
release of the Software. Intel shall have the type of license set forth on
Addendum B for the number of copies of the Software set forth on Addendum
B. Included in this software license grant shall be the maintenance and
support of the Software as set forth on Addendum B. Fees for this software
license grant and maintenance and support are specified on Addendum C. In
the event that Intel exercises it option to license Synchronicity's
ProjectSync Product pursuant to Addendum C, the Parties agree that
ProjectSync shall be considered Software for purposes of this License
Agreement and all applicable terms and conditions of this License
Agreement shall apply.
4.3 Additional Software Licenses and Maintenance. Additional software licenses
and maintenance may be purchased for the fees shown on Addendum C.
4.4 Source Code Escrow. Concurrent with the execution of this License
Agreement, the Parties shall enter into a multi-party source code escrow
agreement of the form set forth in Addendum D and Exhibits A and B
thereto, which shall be triggered pursuant to the terms and conditions
provided thereunder and Addendum B hereto.
4.5 Residuals. Notwithstanding anything herein to the contrary, either party
may use Residuals for any purpose, including without limitation use in
development, manufacture, promotion, sale and maintenance of its products
and services; provided that this right to Residuals does not represent a
license under any valid patents, copyrights or other intellectual property
rights of the disclosing party. The term "Residuals" means any information
that are retained in the unaided memories of the receiving party's
employees who have had access to the disclosing party's information
pursuant to the terms of this License Agreement. An employee's memory is
unaided if the employee has not intentionally memorized the Information
for the purpose of retaining and subsequently using or disclosing it.
4.6 Other Limitations. Intel may not rent, lease, modify, translate, reverse
engineer, decompile, disassemble, or create derivative works of the
Software, or the Collaborative Developments owned by Synchronicity under
Section 3.2 of this License Agreement.
5. FEES AND PAYMENT
5.1 Fees. Intel shall pay to Synchronicity the fees shown on Addendum C in
consideration of the development obligations and licenses granted to Intel
hereunder. These prices remain fixed for the duration of this License
Agreement except as provided herein.
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5.2 Most Favored Customer. Synchronicity agrees to negotiate with Intel in
good faith with regard to any and all licenses, fees, charges, purchases,
or services required by Intel in connection with the Products not
otherwise provided for in this License Agreement, and Synchronicity agrees
that the license fees for Synchronicity's standard commercially available
Products, and charges for standard maintenance and support shall be no
less favorable than those offered or granted by Synchronicity to any third
party licensing or purchasing such Product on substantially similar terms
and condition. Synchronicity agrees that if Synchronicity provides the
Software or maintenance on substantially similar terms and conditions to
any customer at a price less than that set forth in this License
Agreement, Synchronicity shall adjust its price to Intel to the lower
price. After expiration of this License Agreement, Synchronicity shall
continue to offer to Intel a maintenance package for the Software and the
opportunity to obtain additional licenses of the Software on terms and
conditions and at a price no less favorable than those offered or granted
by Synchronicity to any third party.
5.3 Taxes and Other Costs. All applicable taxes and other charges such as
duties, customs, tariffs, imposts, and government imposed surcharges shall
be stated separately on Synchronicity's invoice and borne by
Synchronicity. In the event that Intel is prohibited by law from remitting
payments to Synchronicity, unless Intel deducts or withholds taxes
therefrom on behalf of the local taxing jurisdiction, then Intel shall
duly withhold such taxes and shall remit the remaining net invoice amount
to the Synchronicity. Intel shall not reimburse Synchronicity for the
amount of such taxes withheld. Additional costs, except those described on
Addendum C, will not be reimbursed without Intel's prior written approval.
5.4 Inspection and Audit. Intel reserves the right to have Synchronicity's
records inspected and audited to ensure compliance with this License
Agreement. At Intel's option or upon Synchronicity's written demand, such
audit will be performed by an independent third party at Intel's expense.
However, if Synchronicity is found to not be complying with this License
Agreement in any way, Synchronicity shall reimburse Intel for all costs
associated with the audit, along with any discrepancies discovered, within
thirty (30) days after completion of the audit. The results of such audit
shall be kept confidential by the auditor and, if conducted by a third
party, only Synchronicity's failures to abide by the obligations of this
License Agreement shall be reported to Intel.
5.5 Invoicing. Synchronicity agrees to invoice Intel no later than one hundred
eighty (180) days after completion of particular Services or delivery of
particular items. Intel will not be obligated to make payment against any
invoices submitted after such period.
6 TERM AND TERMINATION
6.1 Term. Unless earlier terminated, the term of this License Agreement shall
begin on the Effective Date and continue through the Expiration Date. Upon
expiration,
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Intel shall have the right to renew this License Agreement for an
additional three (3) years for the renewal fee(s) set forth in Addendum C.
Upon the termination or expiration of this License Agreement, Intel shall
return to Synchronicity or destroy all Software covered by this License
Agreement, including any copies thereof. The termination or expiration
shall not effect any irrevocable licenses already granted to Intel, which
shall continue in full force.
6.2 Termination. Either party may terminate this License Agreement if the
other party breaches any material provision of this License Agreement and,
if such breach is curable, fails to cure the same within thirty (30) days
after receipt of written notice from the other party.
6.3 Termination for Convenience. In addition to the above termination rights,
Intel may terminate this License Agreement and all further obligations to
Synchronicity at any time and without cause by giving Synchronicity thirty
(30) days written notice. Upon Synchronicity's receipt of such notice,
Synchronicity shall, unless otherwise specified in such notice,
immediately stop all work previously authorized and give prompt written
notice to, and cause all of, its Synchronicity employees or subcontractors
to cease all related work. If this License Agreement is terminated by
Intel without cause, Intel will pay Synchronicity for all completed work
and on a prorated basis for partially completed work. Except as provided
in this Section 6.3, Intel will have no liability or obligation to
Synchronicity for terminating this License Agreement without cause. Intel
will not be responsible for any anticipated profits or for any equipment
purchased or other expenses incurred by Synchronicity in reliance on this
License Agreement.
6.4 Termination for Failure to Perform. If Synchronicity does not fulfill its
development obligations within the time periods provided on Addendum A and
Synchronicity fails to cure such failure within thirty (30) days, in
addition to Intel's other rights and remedies, Intel may elect to require
Synchronicity to assign and convey to Intel all right, title and interest
in and to Collaborative Developments already developed, without obligation
to make any further payment.
7 REPRESENTATION AND WARRANTIES
7.1 Representations and Warranties of Synchronicity. Synchronicity makes the
following representations and warranties to Intel regarding Deliverables
furnished hereunder, which survive any delivery, inspection, acceptance,
or payment for the Deliverables.
(a) Deliverables will not infringe any third party Intellectual
Property;
(b) Deliverables will not incorporate any third party Intellectual
Property without notifying and obtaining the prior written approval
of Intel, which consent shall not be unreasonably withheld;
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(c) Deliverables will conform in all materials respects with the
Documentation and specifications set forth in the SOW;
(d) Deliverables will not contain any computer viruses, worms, trojan
horses, disabling mechanisms, or other harmful code that is intended
to or has the effect of damaging, disabling, corrupting or deleting
any other product, software, hardware, data, or information;
(e) Synchronicity has the necessary right, title, and interest to
provide the Deliverables to Intel, which will be free of liens and
encumbrances;
(f) Synchronicity has no outstanding agreement or obligation that is in
conflict with any of the provisions of this License Agreement, nor
shall Synchronicity enter into any such conflicting agreement or
obligation during the term of this License Agreement;
(g) Deliverables will function without error or interruption related to
Date Data from more than one century;
(h) Services provided shall be performed in accordance with good
workmanlike standards and shall meet the descriptions and
specifications set forth in the SOW;
(i) Synchronicity hereby waives any and all moral rights, including the
right to identification of authorship or limitation on subsequent
modification, that Synchronicity (or its employees) has or may have
in any Deliverables provided to Intel hereunder; and
(j) Synchronicity's employees or contractors who perform work under this
License Agreement have been advised of the terms and conditions of
this License Agreement, agree to be bound by them, and have been
instructed that the work they do for or on behalf of Intel is
governed by this License Agreement.
7.2 WARRANTY DISCLAIMER. TECHNICAL INFORMATION PROVIDED AT NO CHARGE BY ONE
PARTY TO ANOTHER PURSUANT TO THIS LICENSE AGREEMENT WILL BE PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE PROVIDED IN SECTION
7.1, THE PARTIES SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY
AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD
PARTY.
7.3 CERTAIN CONSEQUENTIAL DAMAGE. If Synchronicity breaches any of the
warranties of Section 7.1, or Deliverables are otherwise defective or
non-conforming, Synchronicity shall promptly correct any non-conforming
Deliverables and shall pay to Intel all incidental and consequential
damages (as those terms are
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defined in the Uniform Commercial Code, Article 1, 1995 Official Text)
arising from the breach of the foregoing warranties. Synchronicity shall
pay the cost of shipping and risk of loss for all non-conforming
Deliverables.
7.4 OTHER CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED IN 7.3, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR
CONSEQUENTIAL DAMAGES UNDER OR CONCERNING THIS LICENSE AGREEMENT,
IRRESPECTIVE OF WHETHER THE OTHER PARTY HAS ADVANCE NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES.
8 CONFIDENTIALITY AND PUBLICITY
8.1 Existing Confidentiality Obligations Continue. During the course of this
License Agreement, either party may have or may be provided access to the
other's confidential information and materials. Additionally,
Synchronicity may be engaged to develop new information for Intel, or may
develop such information during the performance of Services, which
information will become, upon creation, Intel's confidential information.
Synchronicity shall not use any of the confidential information created
for Intel other than for Intel. Each party agrees to maintain confidential
information and materials in accordance with the terms of any other
applicable separate non-disclosure agreement between Intel and
Synchronicity, including but not limited to:
(a) CBD Non-Disclosure Agreement between the Parties, dated May 19,
1998.
8.2 Other Confidential Information. For confidential information not covered
by one of the non-disclosure agreements of Section 8.1, each party agrees,
at a minimum, to maintain such information in confidence and limit
disclosure on a need to know basis, to take all reasonable precautions to
prevent unauthorized disclosure, and to treat such information as it
treats its own information of a similar nature, until the information
becomes rightfully available to the public through no fault of the
non-disclosing party.
8.3 Publicity. The Parties agree that neither will disclose the existence of
this License Agreement, nor any of its details or the existence of the
relationship created by this License Agreement, to any third party without
the specific, written consent of the other. If disclosure of this License
Agreement or any of the terms hereof is required by applicable law, rule,
or regulation, or is compelled by a court or governmental agency,
authority, or body: (i) the Parties shall use all legitimate and legal
means available to minimize the disclosure to third Parties of the content
of the License Agreement, including without limitation seeking a
confidential treatment request or protective order; (ii) the disclosing
party shall inform the other party at least ten (10) business days in
advance of the disclosure; and (iii) the disclosing party shall give the
other party a reasonable opportunity to review and comment upon the
disclosure, and any request for confidential treatment or a protective
order pertaining thereto, prior to making such disclosure. The Parties may
disclose
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this License Agreement in confidence to their respective legal counsel,
accountants, bankers, and financing sources as necessary in connection
with obtaining services from such third parties. The obligations stated in
this section shall survive the expiration or termination of this License
Agreement. Neither party may use the other party's name or trademarks in
advertisements, brochures, banners, letter-head, business cards, reference
lists, or similar advertisements without the other's express written
consent.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
9.1 Synchronicity shall indemnify and hold Intel and its customers harmless
from any costs, expenses (including reasonable attorneys' fees), losses,
damages, or liabilities incurred because of actual or alleged infringement
of any patent, copyright, trade secret, trademark, maskwork, or other
Intellectual Property right arising out of the use or sale by Intel or
Intel's customers of Intel's products manufactured using the Deliverables
or containing the Deliverables, irrespective of whether Intel furnishes
any specifications to Synchronicity; provided, however, the foregoing
sentence shall only apply to the extent that Intel provides Synchronicity
with specifications that do not infringe the Intellectual Property giving
rise to the claim for indemnification. Intel shall notify Synchronicity of
such claim or demand and shall permit Synchronicity to participate in the
defense or settlement thereof. If an injunction issues as a result of any
claim or action, Synchronicity agrees at its expense and Intel's option to
either: (i) procure for Intel and Intel's customers the right to continue
using affected products; (ii) replace them with non-infringing Items;
(iii) modify them so they become non-infringing; or (iv) refund to Intel
the amount paid for any Deliverables returned to Synchronicity or
destroyed.
9.2 The foregoing provides the entire set of obligations and remedies flowing
between Intel and Synchronicity arising from any intellectual property
claim by a third party.
10 COMPLIANCE WITH LAWS AND RULES
10.1 Synchronicity shall comply with all national, state, and local laws and
regulations governing the manufacture, transportation, and/or sale of
Deliverables and/or the performance of Services in the course of this
License Agreement. In the United States, these may include, but are not
limited to, Department of Commerce, Environmental Protection Agency, and
Department of Transportation regulations applicable to hazardous
materials. Upon Intel's request, Synchronicity will promptly provide Intel
with a statement of origin for all Deliverables and with applicable
customs documentation for Deliverables wholly or partially manufactured
outside of the country of import.
10.2 Synchronicity agrees to abide by all Intel's rules and regulations while
on Intel's premises or performing Services including, but not limited to,
safety, health and hazardous material management rules, and rules
prohibiting misconduct on Intel's premises including, but not limited to,
use of physical aggression against persons or property, harassment, and
theft. Synchronicity will perform only those services
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identified on any SOWs and will work only in areas designated for such
services. Synchronicity shall take all reasonable precautions to ensure
safe working procedures and conditions for performance on Intel's premises
and shall keep Intel's site neat and free from debris.
10.3 Synchronicity's employees who access Intel's facilities may be required to
sign a separate access agreement prior to admittance to Intel's
facilities. Synchronicity will furnish a copy of Addendum E to each of its
employees and contractors assigned to or contracted for Intel work and
will take reasonable steps to assure Intel that all such employees and
contractors have read and understood Addendum E.
10.4 In addition to the security measures set forth in Addendum E,
Synchronicity warrants that it shall not assign to work at Intel's
facilities any employee of Synchronicity that has a record of criminal
convictions involving drugs, assaultive or combative behavior, or theft
within the last five (5) years that Synchronicity is aware of or should be
aware of. Synchronicity understands that employees assigned to work at
Intel's facilities may be subject to criminal history investigations by
Intel at Intel's expense and may be denied access to Intel's facilities if
any such criminal convictions are discovered. Synchronicity also agrees to
comply with Intel's Alcohol and Drug-free Workplace Directive set forth in
Addendum F.
10.5 Synchronicity represents and agrees that it is in compliance with
Executive Order 11246 and implementing Equal Employment Opportunity
regulations and the Immigration Act of 1987, unless exempted or
inapplicable.
11 INSURANCE
11.1 Without limiting or qualifying Synchronicity's liabilities, obligations,
or indemnities otherwise assumed by Synchronicity pursuant to this License
Agreement, Synchronicity shall maintain, at its sole cost and expense,
with companies acceptable to Intel, Commercial General Liability and
Automobile Liability Insurance with limits of liability not less than
$1,000,000.00 per occurrence and including liability coverage for bodily
injury or property damage (1) assumed in a contract or agreement
pertaining to Synchronicity's business and (2) arising out of
Synchronicity's product, services, or work. Synchronicity's insurance
shall be primary, and any applicable insurance maintained by Intel shall
be excess and non-contributing.
11.2 Synchronicity shall also maintain statutory Workers' Compensation
coverage, including a Broad Form All States Endorsement in the amount
required by law, and Employers' Liability Insurance in the amount of
$1,000,000.00 per occurrence. Such insurance shall include an insurer's
waiver of subrogation in favor of Intel.
11.3 If Synchronicity is providing any professional service to Intel,
Synchronicity shall maintain Professional Liability Insurance (including
errors and omissions coverage) with liability limits not
less than $1,000,000.
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11.4 At the request of Intel, Synchronicity shall provide Intel with properly
executed Certificates of Insurance prior to commencement of any operation
hereunder and shall notify Intel, no less than 30 days in advance, of any
reduction or cancellation of the above coverages.
12 GENERAL INDEMNIFICATION
12.1 Synchronicity shall, to the fullest extent permitted by law, protect,
defend, indemnify, and hold Intel harmless from and against any and all
claims, liabilities, demands, penalties, forfeitures, suits, judgments,
and the associated costs and expenses (including attorney's fees), which
Intel may hereafter incur, become responsible for, or pay out as a result
of: death or personal injury (including bodily injury) to any person,
destruction or damage to any property, contamination of or adverse effects
on the environment, and any clean up costs in connection therewith, or any
violation of law, governmental regulation or orders, to the extent caused
by (i) Synchronicity's breach of any term or provision of this License
Agreement; (ii) any negligent or willful acts, errors, or omissions by
Synchronicity, its employees, officers, agents, representatives, or
subcontractors in the performance of this License Agreement; or (iii)
dangerous defects in Deliverables or Services provided by Synchronicity
under this License Agreement.
12.2 Notwithstanding Synchronicity's immunities under applicable state worker's
compensation and industrial insurance acts, and as mutually negotiated
between the Parties, Synchronicity specifically undertakes to defend,
indemnify, and hold Intel harmless from claims or liabilities asserted
against Intel by Synchronicity's employees.
13 MISCELLANEOUS
13.1 Retention and Audits. Synchronicity will maintain complete and accurate
records of the services performed under this License Agreement for a
period of five (5) years after the completion of these services. Records
relating to the performance of this License Agreement shall be made
available to Intel upon reasonable notice.
13.2 Independent Contractor. In performing services under this License
Agreement, Synchronicity is an independent contractor and its personnel
and other representatives shall not act as nor be agents or employees of
Intel. As an independent contractor, Synchronicity will be solely
responsible for determining the means and methods for performing the
required services. Synchronicity shall have complete charge and
responsibility for personnel employed by Synchronicity; however, Intel
reserves the right to instruct Synchronicity to remove from Intel's
premises immediately any of Synchronicity's personnel who are in breach of
Section 10 of this License Agreement. Such removal shall not affect
Synchronicity's obligation to provide services under this License
Agreement.
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13.3 Merger and Modification. This License Agreement together with the
following Addenda and any Exhibits thereto:
Addendum A Statement of Work
Addendum B Worldwide Enterprise License & Support
Addendum C Pricing and Payment Schedule
Addendum D Source Code Escrow
Addendum E Protection of Intel's Assets
Addendum F Alcohol and Drug Free Workplace Directive
Addendum G Certificate of Origin
Addendum H Assignment of Intellectual Property
contains the entire understanding between Intel and Synchronicity with
respect to the subject matter hereof and merges and supersedes all prior
and contemporaneous agreements, dealings and negotiations. No
modification, alteration, or amendment shall be effective unless made in
writing, dated and signed by duly authorized representatives of both
Parties.
13.4 Waiver. No waiver of any breach hereof shall be held to be a waiver of any
other or subsequent breach.
13.5 Severability. If any provision of this License Agreement is determined by
a court of competent jurisdiction to be invalid, illegal, or
unenforceable, such determination shall not affect the validity of the
remaining provisions unless Intel determines in its discretion that the
court's determination causes this License Agreement to fail in any of its
essential purposes.
13.6 Assignment. Synchronicity may not assign, factor any rights in, delegate,
or otherwise transfer any rights or obligations under this License
Agreement, or any portion thereof, without the prior written consent of
Intel, which consent shall not be unreasonably withheld. Intel may
terminate this License Agreement for cause in conjunction with the sale or
transfer of all or substantially all of Synchronicity's business or
assets, or a change or transfer of ownership in a majority of
Synchronicity's voting stock, whether voluntarily, by operation of law or
otherwise, unless Intel has provided its prior written consent thereto,
which consent shall not be unreasonably withheld.
13.7 Headings. The headings provided in this License Agreement are for
convenience only and shall not be used in interpreting or construing this
License Agreement.
13.8 Specific Performance. Notwithstanding anything else contained in this
License Agreement, the Parties hereto agree that failure to perform
certain obligations undertaken in connection with this License Agreement
would cause irreparable damage, and that monetary damages would not
provide an adequate remedy in such event. The Parties further agree that
failure to complete performance of the services called for in this License
Agreement, or on any project released under this License Agreement, or
failure to deliver or effect delivery of services and/or
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Intel Confidential
materials as contracted, or failure to deliver against accepted projects,
or to deliver confirmed supply or pricing, are such obligations.
Accordingly, it is agreed that, in addition to any other remedy to which
the non breaching party may be entitled, at law or in equity, the non
breaching party shall be entitled to injunctive relief to prevent breaches
of the provisions of this License Agreement, and an order of specific
performance to compel performance of such obligations in any action
instituted in any court of the United States or any state thereof having
subject matter jurisdiction.
13.9 Force Majeure. Neither party shall be responsible for its failure to
perform due to causes beyond its reasonable control, such as acts of God,
fire, theft, war, riot, embargoes, or acts of civil or military
authorities. If delivery or performance of services are to be delayed by
such contingencies, Synchronicity shall immediately notify Intel in
writing and Intel may either: (i) extend time of performance; or (ii)
terminate all or part of the uncompleted portion of the project at no cost
to Intel.
13.10 Right to Develop and Compete Independently. It is understood that as a
result of the relationship contemplated under this License Agreement,
Intel and its personnel may become familiar with the subject matter
licensed to Intel under this License Agreement and the general concepts
employed therein. However, nothing contained in this License Agreement
shall prevent either party from developing either through third parties or
through the use of its own personnel, or from developing or acquiring from
third parties, products similar to and competitive with the subject matter
licensed from Synchronicity under this License Agreement except as
provided for in Section 2 and Section 8 of this License Agreement; and
nothing herein shall be construed to grant either party any rights in any
such products so developed or acquired, or any rights to the revenues or
any portion thereof derived by either party from the use, sale, lease,
license or other disposal of any such products. Synchronicity understands
that Intel evaluates, designs, develops, and acquires products similar to
the subject matter licensed from Synchronicity under this License
Agreement, and that existing or planned products independently developed,
evaluated or acquired by Intel may contain ideas and concepts similar to
those contained in the subject matter licensed from Synchronicity under
this License Agreement.
13.11 Export Controls. Both Parties understand and acknowledge that they are
subject to regulation by agencies of the U.S. government, including the
U.S. Department of Commerce, which prohibit export or diversion of certain
products and technology to certain countries. Any and all obligations of
either Party to provide technical information, technical assistance, any
media in which any of the foregoing is contained, training and related
technical data (collectively, "Data") shall be subject in all respects to
such United States laws and regulations as shall from time to time govern
the license and delivery of technology and products abroad by persons
subject to the jurisdiction of the United States, including the Export
Administration Act of 1979, as amended, any successor legislation, and the
Export Administration Regulations issued by the Department of Commerce, or
the Bureau of Export Administration. Both Parties warrant that they will
comply in all respects with the
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export and re-export restrictions including those set forth in any export
license (if necessary) for Data disclosed to the other Party hereunder.
13.12 Notice. All notices required or permitted to be given hereunder shall be
notified in writing and shall be delivered by hand, or if dispatched by
prepaid air courier or by registered or certified airmail, postage
prepaid, addressed as follows:
If to Synchronicity: If to Intel:
------------------- -----------
Synchronicity, Inc. General Counsel
Attn: President Intel Corporation
000 Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Such notices shall be deemed to have been served when received by
addressee or, if delivery is not accomplished by reason of some avoidance
of the addressee, when tendered for delivery. Either Party may give
written notice of a change of address and, after notice of such change has
been received, any notice or request shall thereafter be given to such
Party as above provided at such changed address.
13.13 Governing Law. This License Agreement and matters connected with the
performance thereof shall be construed, interpreted, applied and governed
in all respects in accordance with the laws of the United States of
America and the State of Delaware, without reference to conflict of laws
principles.
13.14 Jurisdiction. Intel and Synchronicity agree that all disputes and
litigation regarding this License Agreement and matters connected with its
performance shall be subject to the exclusive jurisdiction of the state
and federal courts in Delaware.
13.15 Survival. The provisions of Sections: 1, 3, 4, 7, 8, 9, 13, the provisions
of Addendum A, Addendum B, and Addendum C (to the extent Addenda amend the
surviving clauses), and the provisions of any and all Certificates of
Originality and Assignments of Intellectual Property which are executed by
Synchronicity, will survive any termination or expiration of this License
Agreement. Additionally, Section 12 of this License Agreement shall also
survive any termination or expiration of this License Agreement, but only
for three (3) years.
13.16 Counterparts. This License Agreement shall be executed in two (2) or more
counterparts, all of which, taken together, shall be regarded as one and
the same instrument and shall constitute the Parties entire understanding
with respect to the subject matter hereof.
IN WITNESS THEREOF, the duly authorized representatives have entered into this
License Agreement as of the Effective Date first set forth above.
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INTEL CORPORATION SYNCHRONICITY, INC.
Intel Confidential
/s/ Xxxxxx Xxxxx /s/ Xxxx Xxxxx
------------------------------ -----------------------------------
Signature Signature
Xxxxxx Xxxxx Xxxx Xxxxx
------------------------------ -----------------------------------
Name Name
Supplier Manager Western Area Sales Manager
------------------------------ -----------------------------------
Title Title
12/27/99 12/22/99
------------------------------ -----------------------------------
Date Date
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* Confidential Information has been omitted pursuant to Rule 406 under the
Securities Act of 1933 and has been filed separately with the Securities
and Exchange Commission. The locations of the omitted materials have
been indicated with asterisks.
Intel Confidential
ADDENDUM B
WORLDWIDE ENTERPRISE LICENSE & SUPPORT
1. Software: The software defined in this License Agreement.
2. Number of Copies: *
3. Type of License Grant: A non-exclusive, irrevocable, non-terminable,
worldwide, paid-up license (with the right to sublicense to
wholly-owned subsidiaries of Intel and to any entity with whom Intel is
engaging in joint design work), for the term of this License Agreement,
to use and maintain up to the number of concurrently active copies of
the Software provided above, without restriction on the number of
design projects supported, and with the right to move licenses between
design projects from time-to-time at Intel's sole discretion. Except
for allowing Intel's employees and authorized contractors access to the
Software, Intel may not rent or lease the Software. In addition, and
except as provided in this License Agreement or permitted by applicable
law, Intel may not modify, translate, reverse engineer, decompile,
disassemble, grant any rights in the Software or accompanying
documentation, or create derivative works based on the Software.
Information relating to the Software which is necessary to enable the
production of software which is interoperable with the Software (or
other software) is available from Synchronicity upon request.
4. Distribution Mechanism: Pursuant to Section 2.4 of this License Agreement,
Intel shall order Software by sending an email to the Primary Contact
specifying how many copies of the Software Intel requires. Upon receipt of
such an email, Synchronicity shall send the requested number of copies,
and/or the keys thereto, to Intel electronically within two (2) business
days.
5. Term of Maintenance & Support: Except as provided in the License
Agreement, the term of technical support provided under this Worldwide
Enterprise License shall be from December 31, 1999 through December 31,
2002. Intel shall have the right to renew the terms of this License
Agreement for an additional three (3) years for the applicable fee(s)
set forth in Addendum C; provided, however, if the number of Intel
licensed users exceeds * at the time of renewal, Intel shall pay the
additional fee(s) set forth in Addendum C.
6. Nature of Maintenance & Support: Synchronicity shall provide support
to Intel for the Software for the term of this License Agreement. If
the Software fails to conform to the specifications set forth in the
Documentation and any SOWs ("Specifications"), Synchronicity agrees to
use best efforts to modify the Software to conform to the
Specifications, and to respond to general questions from Intel
regarding the use and functionality of the Software, according to the
procedure and priority levels set forth below. Such support shall be
available to Intel at no charge during business hours of Monday through
Friday of *
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Securities Act of 1933 and has been filed separately with the Securities
and Exchange Commission. The locations of the omitted materials have
been indicated with asterisks.
Intel Confidential
Time, excluding holidays. The level of support provided by Synchronicity
to Intel shall depend on the urgency of the situation, as determined by
the criteria set forth below in the following chart:
DEFINITION RESPONSE
---------- --------
CRITICAL A problem preventing Synchronicity shall
the operation of a respond within *
major function of the and provide a
Software. correction to the
error within *
from notice.
URGENT A problem impairing the Synchronicity shall
operation of a major respond within
function of the * and provide a
Software. correction to the
error within *
from notice.
ROUTINE A problem impacting a Synchronicity shall
minor, yet desired, respond within *
specified function or and provide a
feature of the Software. correction to the
error within *
from notice.
If Synchronicity defaults on the support obligations set forth in this
Section 4, this may trigger a source code escrow release pursuant to the
terms and conditions of Addendum D and the Exhibits thereto. Upon release
of the source code to Intel, and pursuant to the terms and conditions of
Addendum D, Intel shall be entitled to use the source code in any manner
necessary to resolve Synchronicity's support deficiencies.
7. Renewal: Intel may, but is not obligated to, renew this License Agreement for
an additional three (3) years for the renewal fee(s) set forth in Addendum C.
If Intel elects to exercise its right to renew this License Agreement,
Synchronicity shall continue providing support to the Software in accordance
with this License Agreement; provided, however, that Synchronicity shall not
be obligated to provide Routine support for Releases greater than one (1)
year old.
8. Payment Schedule and Pricing: Intel shall pay Synchronicity the Initial
Allocation Fee set forth in Addendum C within net thirty (30) days from
receipt of a purchase order for the first distribution of the Software. For
all other Services, Intel shall pay Synchronicity the applicable fee(s) set
forth in Addendum C; payment due net thirty (30) days from receipt of
purchase order. In the event of a conflict between the terms and conditions
of this License Agreement and a purchase order, the terms and conditions of
this License Agreement shall control.
9. Training and Consulting: Training and consulting are not included in the
Initial Allocation Fee and may result in additional fees as set forth in
Addendum C. As part of the training classes offered to Intel by
Synchronicity, further specified in Addendum C ("Training Classes"),
Synchronicity shall offer to Intel a course titled "Train-the-Trainer" which
shall include an extra day of training to describe class setup, training
techniques, and additional technical information. The Train-the-Trainer class
includes PDF files for training manuals and Updates thereof at no additional
cost to Intel. Training Classes may also be
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Securities Act of 1933 and has been filed separately with the Securities
and Exchange Commission. The locations of the omitted materials have
been indicated with asterisks.
Intel Confidential
customized by Intel for an additional cost.
10.ProjectSync Options: ProjectSync, a web-based team collaboration software
tool, may be purchased at an additional cost. Synchronicity shall make
bundles of * licenses available for the three (3) year term.
The total amount will be due net thirty (30) days from placement of the
Purchase Order. This amount will be prorated for the remainder of the
contract and will also terminate with the DesignSync DFII contract. If Intel
exercises its option to license ProjectSync from Synchronicity, Intel pay
Synchronicity the fees set forth in Addendum C.
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Securities Act of 1933 and has been filed separately with the Securities and
Exchange Commission. The locations of the omitted materials have been
indicated with asterisks.
Intel Confidential
ADDENDUM C
PRICING
The prices for the Deliverables are as follows:
Initial Allocation Fee
Item Cost Quantity Total
DesignSync DFII, V 2.1.1 * Unlimited *
Maintenance & Support (included) N/A *
----------
Total *
Maintenance & Support
Fee(s) included in the Initial Allocation Fee above.
Additional Fee(s)
In the event that Intel acquires a company during the term of this License
Agreement with an aggregate number of engineers in excess of *, and all the
foregoing engineers will use the Software, Intel shall pay a prorated fee of
* dollars * per newly acquired engineer in excess of * (E.g., If Intel
acquires a company with * engineers, and all * engineers will use the
Software, Intel shall pay * at the start of the first year of this License
Agreement - or a prorated portion thereof if such acquisition takes place
later in the term of this License Agreement); provided, however, no
additional fees shall be assessed if the acquired company was already a
Synchronicity licensee.
Renewal Fee(s)
Upon Expiration, Intel may pay a flat * for up to * licenses (including
maintenance and support) and * per license in excess of * (E.g., *
licenses shall cost *)
Training and Consulting
Consulting shall be available to Intel at a rate of * dollars * per week.
Training shall also be available to Intel as set forth in the chart below and
at the corresponding fees:
ITEM # COURSE NAME DESCRIPTION AMOUNT NOTES
------ ----------- ----------- ------ -----
TRN-1000 DesignSync Fundamentals Customer-site 1-day * plus T&E* and 1/2 day
training setup cost
TRN-1001 DesignSync Fundamentals Regional 1-day training * per student
TRN-1002 DesignSync Fundamentals Training Manual *
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Securities Act of 1933 and has been filed separately with the Securities and
Exchange Commission. The locations of the omitted materials have been indicated
with asterisks.
Intel Confidential
TRN-1100 DesignSync/DFII Fundamentals Customer-site 1-day training $ * plus T&E* and 1/2 day setup cost
TRN-1101 DesignSync/DFII Fundamentals Regional 1-day training $ * per student
TRN-1102 DesignSync/DFII Fundamentals Training Manual $ *
TRN-1200 ProjectSync Fundamentals Customer-site 1/2-day training $ * plus T&E* and 1/2 day setup cost
TRN-1201 ProjectSync Fundamentals Regional 1/2-day training $ * per student
TRN-1202 ProjectSync Fundamentals Training Manual $ *
TRN-2000 DesignSync Administration Customer-site 2-day training $ * plus T&E* and 1/2 day setup cost
TRN-2001 DesignSync Administration Regional 2-day training $ * per student
TRN-2002 DesignSync Administration Training Manual $ *
TRN-2100 ProjectSync Administration Customer-site 1-day training $ * plus T&E* and 1/2 day setup cost
TRN-2101 ProjectSync Administration Regional 1-day training $ * per student
TRN-2102 ProjectSync Administration Training Manual $ *
TRN-9001 Customer-site 1-day training $ * plus T&E* and 1/2 day setup cost
TRN-9002 Customer-site 2-day training $ * plus T&E* and 1/2 day setup cost
TRN-9003 Customer-site 3-day training $ * plus T&E* and 1/2 day setup cost
TRN-9004 Customer-site 4-day training $ * plus T&E* and 1/2 day setup cost
TRN-9005 Customer-site 5-day training $ * plus T&E* and 1/2 day setup cost
TRN-9999 Train-the-Trainer One extra day to each course $ * see Addendum B
* T&E shall only be reimbursed according to Intel's then current
travel guidelines.
ProjectSync Options
- Intel may license ProjectSync during the first year of this License
Agreement (from December 31, 1999 through December, 2000) for *
dollars (*) per each bundle of * licenses.
- Intel may license ProjectSync during the second year of this License
Agreement (from December 31, 2000 through December, 2001) for *
dollars (*) per each bundle of * licenses.
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Securities Act of 1933 and has been filed separately with the Securities and
Exchange Commission. The locations of the omitted materials have been indicated
with asterisks.
Intel Confidential
- Intel may license ProjectSync during the third year of this License
Agreement (from December 31, 2001 through December 31, 2002) for *
dollars (*) per each bundle of * licenses.
- If Intel exercises its option to license ProjectSync, it shall be
granted the type of license in Addendum B for the term of this
License Agreement.
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ADDENDUM D
SOURCE CODE ESCROW
Account Number _________
This Preferred Registration Technology Escrow Agreement including any
Exhibits ("Agreement") is effective this day of , 199_, by and
among Data Securities International, Inc. ("DSI"), a Delaware corporation,
Synchronicity, Inc.("Depositor"), and Intel Corporation ("Preferred
Registrant").
WHEREAS, Depositor has entered into that certain ("License Agreement")
with the Preferred Registrant regarding certain proprietary technology and other
materials of Depositor;
WHEREAS, Depositor and Preferred Registrant desire the Agreement to be
supplementary to said License Agreement pursuant to 00 Xxxxxx Xxxxxx Code
Section 365(n);
WHEREAS, availability of or access to certain proprietary data related to
certain proprietary technology and other material is critical to Preferred
Registrant in the conduct of its business;
WHEREAS, Depositor has deposited or will deposit with DSI proprietary data
to provide for retention, administration and controlled access for Preferred
Registrant under the conditions specified herein;
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in consideration of the promises, mutual covenants
and conditions contained herein, the Parties hereto agree as follows:
1. Deposit Account. Following the delivery of the executed Agreement, DSI
shall open a deposit account ("Deposit Account") for Depositor and
Preferred Registrant. The opening of the Deposit Account means that
DSI shall establish an account ledger in the name of Depositor, assign
a deposit account number ("Deposit Account Number"), calendar renewal
notices to be sent to Depositor as provided in Section 29, and request
the initial deposit ("Initial Deposit") from Depositor. Depositor has
an obligation to make the Initial Deposit. Unless and until Depositor
makes the Initial Deposit with DSI, DSI shall continue to request the
Initial Deposit from Depositor and copy Preferred Registrant.
2. Preferred Registration Account. Following the execution and delivery
of the Agreement, DSI shall open a registration account ("Registration
Account") for Preferred Registrant. The opening of the Registration
Account means that DSI shall establish under the Deposit Account an
account ledger with a unique registration number ("Registration
Number") in the name of Preferred Registrant, calendar renewal notices
to be sent to Preferred Registrant as provided in Section 29, and
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request the Initial Deposit from Depositor. DSI shall notify Preferred
Registrant upon receipt of Initial Deposit.
3. Term of Agreement. The Agreement will have an initial term of five (5)
years, commencing on the effective date, and shall continue in full force
unless terminated earlier as provided in the Agreement. The Agreement may
be extended for additional five (5) year terms by either the Depositor or
the Preferred Registrant.
4. Exhibit A, Notices and Communications. Notices and invoices to Depositor,
Preferred Registrant or DSI should be sent to the Parties at the addresses
identified in the Exhibit A.
4.1 Documents, payment of fees, deposits of material, and any written
communication should be sent to the DSI offices as identified in the
Exhibit A.
4.2 Depositor and Preferred Registrant agree to each name their respective
designated contact ("Designated Contact") to receive notices from DSI and
to act on their behalf in the performance of their obligations as set
forth in the Agreement. Depositor and Preferred Registrant agree to notify
DSI immediately in the event of a change of their Designated Contact in
the manner stipulated in Exhibit A.
5. Exhibit B and Deposit Material. Depositor shall submit proprietary data
and related material ("Deposit Material") to DSI for retention and
administration in the Deposit Account.
5.1 The Deposit Material shall be submitted together with a completed document
called a "Description of Deposit Material," hereinafter referred to as
Exhibit B. Each Exhibit B should be signed by Depositor prior to
submission to DSI and shall be signed by DSI upon completion of the
Deposit Material inspection.
5.2 Depositor represents and warrants that it lawfully possesses all Deposit
Material, can transfer Deposit Material to DSI and has the authority to
store Deposit Material in accordance with the terms of the Agreement.
6. Deposit Material Inspection. Upon receipt of an Exhibit B and Deposit
Material, DSI shall be responsible only for reasonably matching the
labeling of the materials to the item descriptions listed on the
Exhibit B and validating the count of the materials to the quantity
listed on the Exhibit B. DSI shall not be responsible for any other
claims made by the Depositor on the Exhibit B. Acceptance shall occur
when DSI concludes that the Deposit Material Inspection is complete.
Upon acceptance DSI will sign the Exhibit B and assign the next Exhibit
B number. DSI shall issue a copy of the Exhibit B to Depositor and
Preferred Registrant within ten (10) days of acceptance.
7. Initial Deposit. The Initial Deposit shall consist of all material
initially supplied by Depositor to DSI.
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8. Deposit Changes. Depositor may desire or may be obligated to update the
Deposit Account with supplemental or replacement Deposit Material.
8.1 Supplemental Deposit ("Supplemental") is Deposit Material which is to be
added to the Deposit Account. Depositor shall make Supplemental Deposits
no less than every three (3) months to ensure that the Deposit is an
accurate and complete manifestation and recording of Depositor's
technology, work product and intellectual property as described in the
License Agreement.
8.2 Replacement Deposit ("Replacement") is Deposit Material which will replace
existing Deposit Material as identified by any one or more Exhibit B(s) in
the Deposit Account. Replaced Deposit Material shall be destroyed or
returned to Depositor.
9. Deposit. The existing deposit ("Deposit") means all Exhibit B(s) and their
associated Deposit Material currently in DSI's possession. Destroyed or
returned Deposit Material is not part of the Deposit; however, DSI shall
keep records of the destruction or return of Deposit Material.
10. Replacement Option. Within ten (10) days of receipt of Replacement from
Depositor, DSI shall send a letter to Preferred Registrant stating that
Depositor requests to replace existing Deposit Material, and DSI will
include a copy of the new Exhibit B(s) listing the new Deposit Material.
10.1 Preferred Registrant has twenty (20) days from the mailing of such letter
by DSI to instruct DSI to retain the existing Deposit Material held by
DSI, and if so instructed, DSI will change the Replacement to a
Supplemental. Conversion to Supplemental may cause an additional storage
unit fee as specified by DSI's Fee and Services Schedule.
10.2 If Preferred Registrant does not instruct DSI to retain the existing
Deposit Material, DSI shall permit such Deposit Material to be replaced
with the Replacement. Within ten (10) days of acceptance of the
Replacement by DSI, DSI shall issue a copy of the executed Exhibit B(s) to
Depositor and Preferred Registrant. DSI will either destroy or return to
Depositor all Deposit Material replaced by the Replacement.
11. Storage Unit. DSI will store the Deposit in defined units of space, called
storage units. The cost of the first storage unit will be included in the
annual Deposit Account fee.
12. Deposit Obligations of Confidentiality. DSI agrees to establish a locked
receptacle in which it shall place the Deposit and shall put the
receptacle under the administration of one or more of its officers,
selected by DSI, whose identify shall be available to Depositor at all
times. DSI shall exercise a professional level of care in carrying out the
terms of the Agreement.
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12.1 DSI acknowledges Depositor's assertion that the Deposit shall contain
proprietary data and that DSI has an obligation to preserve and protect
the confidentiality of the Deposit.
12.2 Except as provided for in the Agreement, DSI agrees that it shall not
divulge, disclose, make available to third parties, or make any use
whatsoever of the Deposit.
13. Audit Rights. DSI agrees to keep records of the activities undertaken and
materials prepared pursuant to the Agreement. DSI may issue to Depositor
and Preferred Registrant an annual report profiling the Deposit Account.
Such annual report will identify the Depositor, Preferred Registrant, the
current Designated Contacts, selected special services, and the Exhibit B
history, which includes Deposit Material acceptance and destruction or
return dates.
13.1 Upon reasonable notice, during normal business hours and during the term
of the Agreement, Depositor and Preferred Registrant will be entitled to
inspect the records of DSI pertaining to the Agreement, and accompanied by
an employee of DSI, inspect the physical status and condition of the
Deposit. The Deposit may not be changed during the audit.
14. Renewal Period of Agreement. Upon payment of the initial fee or
renewal fee, the Agreement shall be in full force and will have an
initial period of at least one (1) year unless otherwise specified.
This Agreement may be renewed for additional periods upon receipt by
DSI of the specified renewal fees prior to the last day of the period
("Expiration Date"). DSI may extend the period of the Agreement to
cover the processing of any outstanding instruction made during any
period of the Agreement.
14.1 Preferred Registrant has the right to pay renewal fees and other related
fees. In the event Preferred Registrant pays the renewal fees and
Depositor is of the opinion that any necessary condition for renewal is
not met, Depositor may so notify DSI and Preferred Registrant in writing.
The Agreement shall remain in full force and effect until such dispute is
resolved between Preferred Registrant and Depositor.
15. Expiration. If the Agreement is not renewed or is otherwise
terminated, all duties and obligations of DSI to Depositor and
Preferred Registrant will terminate. If Depositor requests the return
of the Deposit, DSI shall return the Deposit to Depositor only after
any outstanding invoices and the Deposit return fee are paid and
Preferred Registrant consents in writing. If the fees are not received
by the Expiration Date of the Agreement, DSI, at its option, may
destroy the Deposit thirty (30) days after written notice of such
intent is given Preferred Xxxxxxxxxx.
00. Certification by Depositor. Depositor represents to Preferred Registrant
that:
a. The Deposit delivered to DSI consists of the following: source
code deposited on computer magnetic media, all necessary and
available information, proprietary information, and technical
documentation which
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will enable a reasonably skilled programmer of Preferred Registrant
to create, maintain and/or enhance the proprietary technology
without the aid of Depositor or any other person or reference to any
other materials; maintenance tools (test programs and program
specifications); proprietary or third party system utilities
(compiler and assembler descriptions); description of the
system/program generation; descriptions and locations of programs
not owned by Depositor but required for use and/or support; and
names of key developers for the technology on Depositor's staff.
b. The Depositor will be defined in the Exhibit B(s).
These representations shall be deemed to be made continuously throughout
the term of the Agreement.
17. Indemnification. Depositor and Preferred Registrant agree to defend
and indemnify DSI and hold DSI harmless from and against any and all
claims, actions and suits, whether in contract or in tort, and from
and against any and all liabilities, losses, damages, costs, charges,
penalties, counsel fees, and other expenses of any nature (including,
without limitation, settlement costs) incurred by DSI as a result of
performance of the Agreement except in the event of a judgment which
specifies that DSI acted with gross negligence or willful misconduct.
18. Filing For Release of Deposit by Preferred Registrant. Upon notice to DSI
by Preferred Registrant of the occurrence of a release condition as
defined in Section 21 and payment of the release request fee, DSI shall
notify Depositor by certified mail or commercial express mail service
with a copy of the notice from Preferred Registrant.
19. Contrary Instruction. "Contrary Instruction" is the filing of an
objection with DSI by Depositor stating that a Contrary Instruction is
in effect. Such Contrary Instruction means an officer of Depositor
warrants that a release condition has not occurred or has been cured.
DSI shall send a copy of the objection by certified mail or commercial
express mail service to Preferred Registrant. DSI shall notify both
Depositor and Preferred Registrant that there is a dispute to be
resolved. Receipt of Contrary Instruction by DSI shall not alter
DSI's performance of its obligations pursuant to Section 20.
20. Release of Deposit to Preferred Registrant. Pursuant to Section 18,
whether or not DSI receives Contrary Instruction from Depositor and
unless ordered by a court of competent jurisdiction not to release the
Deposit, DSI is authorized to and shall release the Deposit, or if
more than one Preferred Registrant is registered to the Deposit, a
copy of the Deposit to the Preferred Registrant filing for release,
ten (10) days after the notice was given Depositor pursuant to Section
18, and following receipt of any fees due to DSI including Deposit
copying and delivery fees.
21. Release Conditions of Deposit to Preferred Registrant. Release conditions
are:
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a. Depositor's failure to carry out obligations imposed on it pursuant
to a license agreement or other agreement(s) between Depositor and
Preferred Registrant; or
b. Depositor's failure to continue to do business in the ordinary
course; or
c. any bankruptcy, reorganization, debt arrangement, or other case
proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceedings commenced by or against
Depositor and if such case or proceeding is not commenced by
Depositor, it is not dismissed within sixty (60) days from the
filing thereof; or
d. Depositor becomes insolvent or generally fails to pay, or admits its
inability to pay, its debts as they become due; or
e. Depositor applies for or consents to the appointment of or has
appointed a trustee, receiver or other custodian for any of its
assets, or makes a general assignment for the benefit of its
creditors.
22. Grant of Use License. Notwithstanding any other rights Preferred
Registrant may have in or to the Deposit, subject to the terms and
conditions of the Agreement, Depositor hereby transfers and upon execution
by DSI, DSI hereby accepts a non-exclusive, irrevocable, perpetual, and
royalty-free use license which DSI will transfer to Preferred Registrant
upon controlled release of the Deposit as described in the Agreement.
23. Use License Representation. Depositor represents and warrants to
Preferred Registrant and DSI that it has no knowledge of nor will it
permit to be created any encumbrance or infringement of the Deposit, or
that any claim has been made that the Deposit infringes any patent,
trade secret, copyright or other proprietary right of any third party.
Depositor warrants that it has the full right, power, and ability to
enter into and perform the Agreement, to grant the foregoing use
license, and to permit the Deposit to be placed with DSI.
24. Conditions Following Release. Following a release and subject to payment
to DSI of all outstanding fees, DSI shall transfer the Use License to
Preferred Registrant. Additionally, Preferred Registrant shall be required
to maintain the confidentiality of the released Deposit.
25. Verification Rights. Depositor grants to Preferred Registrant the
option to verify the Deposit for accuracy, completeness and
sufficiency. Depositor agrees to permit DSI and at least one employee
of Preferred Registrant to be present at Depositor's facility to
verify, audit and inspect the Deposit held by DSI to confirm the
quality and/or content of the Deposit for the benefit of Preferred
Registrant. If DSI is present or is selected to perform the
verification, DSI will be paid according to DSI's then current
verification service hourly rates and any out of pocket expenses.
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26. General. DSI may act in reliance upon any instruction, instrument, or
signature believed to be genuine and may assume that any employee
giving any written notice, request, advice or instruction in connection
with or relating to the Agreement has apparent authority and has been
duly authorized to do so. DSI may provide copies of the Agreement or
account history information to any employee of Depositor or Preferred
Registrant upon their request. For purposes of termination or
replacement, Deposit Material shall be returned only to Depositor's
Designated Contact, unless otherwise instructed by Depositor's
Designated Contact.
26.1 DSI is not responsible for failure to fulfill its obligations under the
Agreement due to causes beyond DSI's control.
26.2 The Agreement is to be governed by and construed in accordance with the
laws of the State of California.
26.3 The Agreement constitutes the entire agreement between the Parties
concerning the subject matter hereof, and supersedes all previous
contemporaneous, representations, understandings, and agreements, either
oral or written, between the Parties. The Agreement may be amended only in
writing signed by the Parties.
26.4 If any provision of the Agreement is held by any court to be invalid or
unenforceable, that provision will be severed from the Agreement and any
remaining provisions will continue in full force.
27. Title to Media. Subject to the terms of the Agreement or License
Agreement, title to the media, upon which the proprietary data is written
or stored, is and shall be irrevocably vested in DSI.
28. Termination of Rights. The Use License as described above will terminate
in the event that the Agreement is terminated without the Use License
transferring to Preferred Registrant.
29. Fees. Fees are due upon receipt of signed contract, receipt of Deposit
Material, or when service is requested, whichever is earliest. If invoiced
fees are not paid within sixty (60) days of the date of the invoice, DSI
may terminate the Agreement. If the payment is not timely received by DSI,
DSI shall have the right to accrue and collect interest at the rate of one
and one-half percent per month (18% per annum) from the date of the
invoice for all late payments.
29.1 Renewal fees will be due in full upon the receipt of invoice unless
otherwise specified by the invoice. In the event that renewal fees are not
received thirty (30) days prior to the Expiration Date, DSI shall so
notify Depositor and Preferred Registrant. If the renewal fees are not
received by the Expiration Date, DSI may terminate the Agreement without
further notice and without liability of DSI to Depositor or Preferred
Registrant.
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29.2 DSI shall not be required to process any request for service unless the
payment for such request shall be made or provided for in a manner
satisfactory to DSI.
29.3 All service fees will be those specified in DSI's Fee and Services
Schedule in effect at the time of renewal or request for service, except
as otherwise agreed. For any increase in DSI's standard fees, DSI shall
notify Depositor and Preferred Registrant at least ninety (90) days prior
to the renewal of the Agreement. For any service not listed on the Fee and
Services Schedule, DSI shall provide a quote prior to rendering such
service.
SYNCHRONICITY, INC. INTEL CORPORATION ESCROW AGENT
Depositor Preferred Registrant
________________ ___________________ ________________________
Signature Signature Signature
________________ ___________________ ________________________
Printed Name Printed Name Printed Name
________________ ___________________ ________________________
Title Title Title
________________ ___________________ ________________________
Date Date Date
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EXHIBIT A TO ADDENDUM D ("EXHIBIT A")
SOURCE CODE ESCROW
Account Number __________
Designated Contact
Notices, Deposit Material returns
and communication, including
delinquencies to Depositor should Invoices to Depositor
be addressed to: should be addressed to:
DSI Name: _________________ _________________________
Address: _________________ _________________________
Designated Invoice Contact:_________
Contact: _________________ _________________________
Phone Number: _________________ _________________________
Facsimile: _________________ _________________________
State of Incorporation: _______________________________________
Notices and communication,
including delinquencies to Invoices to Preferred
Preferred Registrant should Registrant
be addressed to: should be addressed to:
DSI Name: _________________ _________________________
Address: _________________ _________________________
Designated Invoice Contact:_________
Contact: _________________ _________________________
Phone Number: _________________ _________________________
Facsimile: _________________ _________________________
Requests from Depositor or Preferred Registrant to change the Designated Contact
should be given in writing by the Designated Contact or an authorized employee
of Depositor or Preferred Registrant.
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Contracts, Deposit Material Invoice inquiries and
and notices to DSI fee remittances to SYNCHRONICITY
should be addressed to: should be addressed to:
DSI SYNCHRONICITY
Attn: ________________________ Attn: _____________________________
______________________________ ___________________________________
______________________________ ___________________________________
Telephone:____________________ Telephone: ________________________
Facsimile:____________________ Facsimile: ________________________
Date: _______________________ Date: ____________________________
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EXHIBIT B TO ADDENDUM D ("EXHIBIT B")
DESCRIPTION OF DEPOSIT MATERIALS
Deposit Account Number ____________________________________
Depositor DSI Name ____________________________________
DEPOSIT TYPE:_______Initial_______Supplemental_______Replacement
If Replacement:________Destroy Deposit_______Return Deposit
ENVIRONMENT:
Host System CPU/OS______________Version________________Backup_______________
Source System CPU/OS____________Version________________Compiler______________
Special
Instructions:___________________________________________________________________
________________________________________________________________________________
DEPOSIT MATERIAL:
Exhibit B Name_________________________________________Version_______________
Item label description Media Quantity
---------------------- ----- --------
For Depositor, I certify that the For DSI, I received the above
above described Deposit described Deposit Material subject
Material was sent to DSI: to the terms on the reverse side of this Exhibit:
By ____________________________ By _______________________________
Print Name ____________________ Print Name _______________________
Date____________________________ Date of Acceptance________________
ISE____________EX. B#___________
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OBLIGATIONS
Depositor, pursuant to a Technology Deposit Agreement ("Agreement"), hereby
deposits the Deposit Material into the Deposit Account by transferring it to
Data Securities International, Inc. ("DSI"). DSI is obligated to hold the
Deposit Material as called for in the Agreement between the Parties, and among
other things, not to disclose, divulge or otherwise make the Deposit Material
available, except pursuant to the Agreement.
DEFINITIONS
The initial Deposit will consist of all material initially supplied by Depositor
to DSI.
The Supplemental Deposit is Deposit Material which is to be added to the Deposit
Account.
The Replacement Deposit is Deposit Material, which is to replace existing
Deposit Materials as identified by any one or more Exhibit B(s) in the Deposit
Account.
DEPOSIT INSPECTION
Upon receipt of an Exhibit B and Deposit Material, DSI will be responsible only
for reasonably matching the labeling of the materials to the item descriptions
listed on the Exhibit B and validating the count of the materials to the
quantity listed on the Exhibit B. DSI will not be responsible for any other
claims made by the Depositor on the Exhibit B.
DEPOSIT ACCEPTANCE
Deposit Acceptance will occur when DSI concludes that the Deposit Material
Inspection is complete. Upon acceptance DSI will sign the Exhibit B and assign
it the next Exhibit B number and issue a copy of the Exhibit B to Depositor
within (10) days. If no Deposit Type is checked on the reverse by Depositor, the
Deposit Material will be deemed to be an Initial or Supplemental Deposit.
WARRANTY BY DEPOSITOR
Deposit Material will be proprietary data, typically deposited on computer
magnetic media, and other related materials of Depositor.
Depositor represents and warrants that it lawfully possesses all Deposit
Material, can transfer Deposit Material to DSI and has the authority to store
Deposit Material in accordance with the terms of the Agreement.
AMENDMENT
This document acts as an Amendment, if one is called for.
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ADDENDUM E
PROTECTION OF INTEL'S ASSETS
Synchronicity agrees to safeguard Intel's classified (i.e., Intel Confidential,
Intel Secret, Intel Restricted Secret and Intel Top Secret) and proprietary
information set out in the body of the Parties' Agreement and relevant
Unescorted Access Application forms for badges. Synchronicity also agrees to use
and apply Intel's information protection methods stated below in this Addendum
in the performance of Synchronicity's work. Synchronicity agrees that this
performance standard applies to all Intel classified and proprietary
information, regardless of the medium (Intel's or Synchronicity's) in or on
which it is retained or communicated and to software that is licensed by Intel
for its internal use.
Synchronicity is not automatically granted access to Intel classified and
proprietary information, networks or software. However, authorization to use or
access Intel information, software, or telecommunications may be granted by the
Intel information owner if access is necessary and directly related to
Synchronicity's scope of work or duties. Unless specifically authorized,
Synchronicity may not use or access Intel classified or proprietary information
that may be happened upon or inadvertently discovered while performing work
under this Agreement. Neither may a Synchronicity or Synchronicity's employee
control an Intranet web site at Intel.
Synchronicity shall not modify Intel classified or proprietary information,
software, hardware, or telecommunications without the explicit permission of the
Intel employee responsible for the resource, with the exception of
contract-related requirements or resources that allow for individual
customization (e.g., Microsoft Windows user features). The Synchronicity's
employees, agents, or subcontractors may not disclose Intel classified or
proprietary information to their co-workers, except for disclosure to those
similarly bound to protect Intel's intellectual property with a need to know to
fulfill this Agreement.
INTEL INFORMATION PROTECTION METHODS
This section outlines Intel's minimum requirements for protection methods for
all Intel classified or proprietary information and software that the
Synchronicity's personnel may come in contact with. Intel recognizes that the
correct and proper protection of its information rests with its employees and
Synchronicitys who have been authorized access. FAILURE TO COMPLY WITH THESE
REQUIREMENTS WILL PROVIDE GROUNDS FOR IMMEDIATE TERMINATION OF THIS AGREEMENT BY
INTEL. Periodic updates to these protection methods can be found on Intel's
internal web at:
XXXX://XXX-XXXXXXX.XX.XXXXX.XXX/XXXXXXXX/
Upon reaching the above web site, refer to Policies for Employees and Procedures
for Employees. These protection methods may also be obtained through your
purchasing representative. For further information or questions, contact your
Intel management sponsor.
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ADDENDUM F
ALCOHOL AND DRUG-FREE WORKPLACE DIRECTIVE
Intel is committed to fulfilling its legal and ethical responsibility to
maintain a safe and efficient working environment on Intel premises.
Synchronicity agrees that Intel may administer drug and alcohol tests at
Synchronicity's expense, in accordance with Intel's procedures, to all
Synchronicity employees or subcontractors (each a "Contractor") assigned to
Intel's facility and may bar access to all Intel facilities to any Contractor
who refuses to take such a test or fails to pass any test so administered per
the schedule outlined below.
When Intel or Synchronicity has a reasonable suspicion that a Contractor is
under the influence of alcohol or drugs while on Intel premises, Intel may
require Synchronicity to perform drug and/or alcohol testing of the Contractor
or remove the Contractor from Intel premises. "Reasonable suspicion" is present
when an observation of a change in a Contractor's behavior or such conduct
indicates a noticeable performance impairment to the observer.
If an Intel requested testing shows that the tested Contractor is under the
influence of alcohol or drugs in excess of the standard set forth below, that
Contractor shall be denied access to Intel premises and Synchronicity shall
return that Contractor's security badge (including duplicate picture badges,
Fab, AT, or other specialty access or permit badges and other property movement
badges) and other Intel property immediately to the nearest Intel security post.
Synchronicity shall also be responsible for prompt notification and removal of
any Contractor it may find to be in violation of Intel's Alcohol and Drug Free
Workplace Directive. Additionally, a corporate wide "no access" notation will be
placed in the Intel corporate security database and no Application for Waiver
will be considered by Intel.
DRUGS SCREENING METHOD CONFIRMATION METHOD
CUTOFF (IMMUNOASSAY) CUTOFF (GC/MS)
Amphetemines 1000 ng/ml 500ng/ml
Cannabinoids 50 ng/ml 15 ng/ml
Cocaine 300 ng/ml 150 ng/ml
Opiates 300 ng/ml 300 ng/ml
Phencyclidine 25 ng/ml 25 ng/ml
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ADDENDUM G
CERTIFICATE OF ORIGINALITY
This Addendum "G" must be completed by You when furnishing software material
(program product or offering and related documentation, or other software
material) for Intel.
One Addendum "G" can cover one complete product, even if that product
includes multiple modules. However, a separate Addendum "G" must be completed
for the code and another for its related documentation (if any.)
Please leave no questions blank. Write "not applicable" or "N/A" if a
question is not relevant to the furnished software material.
**************************************************
1. Name of the software material (provide complete identification, including
version, release and modification numbers for programs and documentation):
2. Was the software material or any portion thereof written by any party other
than you, or your employees working within their job assignment?
Yes ______ No ______
If Yes, provide the following information:
(a) Indicate if the whole software material or only a portion thereof was
written by such party, and identify such portion:
_______________________________________________________________________________
_______________________________________________________________________________
(b) Specify for each involved party:
(i) Name:
___________________________________________________________________
(ii) Company:
___________________________________________________________________
(iii) Address:
___________________________________________________________________
___________________________________________________________________
(iv) If the party is a company, how did it acquire title to the software
material (e.g., software material was written by company's employees
as part of their job assignment)?
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___________________________________________________________________
___________________________________________________________________
(v) If the party is an individual, did s/he create the software material
while employed by or under contractual relationship with another
party?
Yes ______ No ______
If Yes, provide name and address of the other party and explain the
nature of the obligations:
___________________________________________________________________
___________________________________________________________________
(c) How did you acquire xxxxxx to the software material written by the other
party?
___________________________________________________________________
___________________________________________________________________
3. Was the software material or any portion thereof derived from any third
party's pre-existing material(s)?
Yes ______ No ______
If Yes, provide the following information for each of the pre-existing
materials:
(a) Name of the materials:
___________________________________________________________________
(b) Owner:
___________________________________________________________________
(c) How did you get the right to use the pre-existing material (s) ?
___________________________________________________________________
4. Identify below, or in an attachment, any other circumstances which might
affect Intel's ability to reproduce and market this software product,
including:
(a) Confidentiality or trade secrecy of pre-existing materials:
___________________________________________________________________
___________________________________________________________________
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(b) Known or possible royalty obligations to others:
____________________________________________________________________________
____________________________________________________________________________
(c) Pre-existing material developed for another party or customer (including
government) where you may not have retained full rights to the material:
_____________________________________________________________________________
_____________________________________________________________________________
(d) Materials acquired from a person or company possibly not having title to
them:
_____________________________________________________________________________
_____________________________________________________________________________
(e) Other circumstances:
_____________________________________________________________________________
_____________________________________________________________________________
SYNCHRONICITY, INC.,
_________________________________
Signature
_________________________________
Name
_________________________________
Title
_________________________________
Date
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ADDENDUM H
ASSIGNMENT OF INTELLECTUAL PROPERTY
In consideration of the disclosure of Intellectual Property and Confidential
Information of Intel and the compensation paid by Intel to Synchronicity, Inc.
with a place of business at 000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000
("Assignor") under the Intel Co-Development and License Agreement, Intel
Agreement No., with an Effective Date of September ___, 1999 (the "Agreement")
the receipt and sufficiency of which is hereby acknowledged, the Parties agree
as follows:
Assignor has created or obtained exclusive title to the following work(s)
(hereinafter "Work") entitled:
1.
2.
In this Agreement, "Work" means all works, including literary works, pictorial,
graphic and sculptural works, architectural works, works of visual art, mask
works, and any other work that may be the subject matter of copyright
protection; advertising and marketing concepts; information; data; formulas;
designs; models; drawings; computer programs; including all documentation,
related listings, design specifications, and flowcharts, trade secrets, and any
inventions including all processes, machines, manufactures and compositions of
matter, and any other invention that may be the subject OF patent protection;
and all statutory protection obtained or obtainable thereon including those in
foreign countries.
The undersigned hereby assigns to Intel all right, title, and interest to all
Work created by Assignor arising out of or utilized by the Assignor in the
performance of the Agreement, and the ownership of the same shall be vested
solely in Intel. In respect to copyrights, this assignment shall be effective
for the entire duration of the copyrights and shall include, but not be limited
to all rights to derivative works. Assignor waives all rights of attribution,
and integrity for specific works created by Assignor under the Agreement in
respect of all marketing, advertising, and commercial uses thereof.
Assignor represents and warrants that the Work is original; that neither the
Assignor's interest in the Work nor the copyright therein is encumbered or
subject to any undisclosed lien or charge; and that Assignor is free to make the
present assignment and has no legal obligation or prior commitment which is
inconsistent with this Agreement.
SYNCHRONICITY, INC.
_________________________________
Signature
_________________________________
Name
_________________________________
Title
_________________________________
Date
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