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EXHIBIT 10.19
INTELLECTUAL PROPERTY LICENSE AGREEMENT
IMMERSION CORPORATION AND LOGITECH, INC.
This Intellectual Property License Agreement (the "Agreement") between
Immersion Corporation, a California corporation, with principal offices in San
Jose, California (hereinafter "Immersion") and Logitech Inc., a California
corporation, with principal offices in Fremont, California (hereinafter
"Logitech"), is entered into as of [****] (the "Effective Date").
RECITALS
A. Immersion is the owner of several United States patent applications and
several issued United States patents relating to certain force-feedback
technology.
B. Concurrently with this Agreement, Immersion and Logitech are entering
into a Technology Product Development Agreement and an OEM Purchase Agreement,
each of which are dated the same date as this Agreement. Pursuant to the
Technology Product Development Agreement, Immersion will develop and deliver to
Logitech certain deliverables which are covered by copyrights and trade secret
rights owned by Immersion, as well as patents now held or that may issue to
Immersion in the future. Pursuant to the OEM Purchase Agreement, Immersion will
supply certain components to Logitech to be used in peripheral devices produced
by Logitech.
C. Logitech intends to develop "Planar Force Feedback Cursor Control
Devices" (as defined below) which may or may not incorporate or utilize the
deliverables to be delivered under the Technology Product Development Agreement.
D. The parties desire that Immersion grant a license to Logitech under the
foregoing intellectual property rights of Immersion to develop and distribute
Planar Force Feedback Cursor Control Devices, which incorporate or utilize the
deliverables to be delivered under the Technology Product Development Agreement,
all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and agreements set forth
below and the other consideration cited herein, the parties agree as follows.
1. DEFINITIONS
In this Agreement the following words and expressions shall have the
following meanings:
1.1 AFFILIATES. This means any corporation or business entity which is
controlled by, controls, or is under common control of a Party. For this
purpose, the meaning of the word "control" shall include, without limitation,
direct or indirect ownership of more than fifty percent (50%) of the voting
shares of interest of such corporation or business entity.
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1.2 DEFECT CORRECTION. This means either a modification or addition that
eliminates or works around a Defect in a non-software Deliverable so as to cause
the non-software Deliverable to comply with the applicable then-current
Specification.
1.3 DEFECT. This means, with respect to any non-software Deliverable,
failure to materially conform to the applicable then-current Specifications for
such non-software Deliverable.
1.4 DELIVERABLES. This means the various deliverables, which are tangible
implementations or items including interim deliverables or final prototype
deliverables, identified as such and described in any development schedule to
the Development Agreement and delivered to Logitech thereunder.
1.5 DEVELOPMENT AGREEMENT. This means the Technology Product Development
Agreement between Immersion and Logitech dated the same date as this Agreement.
1.6 ENHANCEMENT OR ENHANCEMENTS. This means any force-feedback
modification or addition made by Immersion, under the terms of Section 6.7
("Other Development") and Section 7.2 ("Enhancements by Immersion") of the
Development Agreement for the [****], and which is a tangible implementation
other than a Defect Correction or Error Correction, that when incorporated into
the Planar Force Feedback Cursor Control Device, materially reduces product
costs of a Planar Force Feedback Cursor Control Device or materially changes the
functional capability or form factor.
1.7 ERROR CORRECTION. This means either a modification or addition that
eliminates or works around an Error in the software Deliverable so as to cause
the software Deliverable to comply with the then-current Specification.
1.8 ERROR. This means, with respect to any software Deliverable, failure
of any such software Deliverable to materially conform to the applicable
then-current Specification for such software Deliverable.
1.9 FEELIT MOUSE PRODUCT. This means the final production version of the
mouse product described in the Specification in the first Exhibit A
("Specifications") of the Development Agreement which utilizes and/or contains
Immersion Product Model Technology, including but not limited to the applicable
[****], documentation, Defect Corrections and Error Corrections
thereto.
1.10 FINAL PROTOTYPE. This means a Deliverable which is the final
functional form of the Planar Force Feedback Cursor Control Device, if any,
including software and hardware, produced by Immersion under a development
schedule to the Development Agreement, which prototype serves as a model for the
final production version of the Planar Force Feedback Cursor Control Device, if
any, and which conforms to the applicable Specification.
1.11 IMMERSION PRODUCT MODEL TECHNOLOGY. This means that subset of
Immersion Technology delivered as a Deliverable under the terms of a development
schedule of the
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Development Agreement, or as an Enhancement or New Technology, which is actually
utilized in or in connection with and/or embedded in the final production
version of the FEELit Mouse Product, any subsequent Product Model of the FEELit
Mouse Product or any Product Model of any Planar Force Feedback Cursor Control
Device.
1.12 [****]
1.13 IMMERSION TECHNOLOGY. This means any and all technology created or
acquired by Immersion, or licensed to Immersion by third parties, including but
not limited to software created by employees or consultants of Immersion, (i)
first developed or reduced to practice before or after the Effective Date solely
by Immersion independent of the scope of the work under the Development
Agreement or (ii) first developed or reduced to practice after the Effective
Date and within the scope of a Deliverable developed solely by Immersion (a)
under a development schedule in effect under the terms of the Development
Agreement, (b) as an Enhancement or (c) as New Technology.
1.14 INTELLECTUAL PROPERTY RIGHTS. This means the Licensed Patents and
utility models, copyrights and mask work rights, including without limitation
all applications and registrations with respect thereto, rights in trade
secrets, know-how, and all other intellectual property rights, excluding
trademarks and tradenames and patents other than the Licensed Patents.
1.15 LICENSED PATENTS. This means any and all patents owned or licensable
by Immersion at any time during the term of this Agreement containing one or
more claims which cover any Planar Force Feedback Cursor Control Device.
1.16 [****]
1.17 [****]
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1.18 NET RECEIPTS. This means the gross receipts received by Logitech and
its Affiliates without taking into account any foreign withholding taxes that
may apply to transfers between Logitech and its affiliates upon any sales of
Royalty Bearing Products to unaffiliated third parties, [****] No other costs
incurred in the manufacture, sale, distribution, or exploitation of Royalty
Bearing Products shall be deducted from gross receipts in the calculation of Net
Receipts. If Royalty Bearing Products are bundled with other items sold by
Logitech or its Affiliates and are not invoiced separately, royalties will be
paid based on Logitech's then-current average sales price for each such Royalty
Bearing Product (or if no Logitech averages sales price exists, the applicable
Affiliate average sales price) when sold as a separate item (averaged for the
applicable Quarter in which the Net Receipts are received by Logitech or its
Affiliates, as applicable, for the country in which the sale was made) in like
quantities in arms length transactions to unrelated third parties other than
Logitech or Logitech Affiliates).
1.19 NEW TECHNOLOGY. This means any force-feedback technology modification
or addition made by Immersion, for the [****], other than a Defect Correction or
Error Correction, that when incorporated into the FEELit Mouse Product or other
Planar Force Feedback Cursor Control Device, materially changes the utility,
efficiency, market value, functional capability or application, and which is
developed by Immersion on a non-exclusive basis and made "generally available"
for use in Planar Force Feedback Cursor Control Devices in the [****] and which
is delivered by Immersion to Logitech as a tangible implementation pursuant to
the terms of Section 7.4 ("New Technology") of the Development Agreement. For
purposes of this definition, "generally available" shall mean offered under
nonexclusive license to any one unaffiliated third party (other than the
original third party for whom the technology, modification or addition was
originally developed) for use in Planar Force Feedback Cursor Control Devices in
the [****].
1.20 OEM OR OEMS. This means any third party (not including Affiliates)
that does not manufacture Planar Force Feedback Cursor Control Devices and that
wishes to purchase finished Planar Force Feedback Cursor Control Devices for
sale in the [****] under its own brand name.
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1.21 PARTY OR PARTIES. This means Immersion and/or Logitech.
1.22 PRODUCT LAUNCH. This means the date on which first commercial-level
shipping of the FEELit Mouse Product or any Product Model commences to third
party unaffiliated customers of Logitech or a Logitech Affiliate.
1.23 PRODUCT MODEL. This means a single model of the FEELit Mouse Product
or any other Planar Force Feedback Cursor Control Device. "Product Model" shall
mean each variation of a FEELit Mouse Product or Planar Force Feedback Cursor
Control Device which (i) differs by virtue of addition of or alteration through
an Enhancement or (ii) constitutes a change in form factor or (iii) incorporates
a material change in force-feedback functionality made by a party other than
Immersion. Purely cosmetic alterations (e.g., color or styling) to the physical
appearance of the FEELit Mouse Product or a Planar Force Feedback Cursor Control
Device, or changes that do not alter the force-feedback functionality but reduce
manufacturing costs shall not be deemed a Product Model.
1.24 QUARTER OR QUARTERS. This means Logitech's yearly fiscal quarters.
Specifically, Logitech's yearly fiscal quarters begin and end on the following
dates: first quarter, April 1 - June 30; second quarter, July 1 - September 30;
third quarter, October 1 - December 31; and fourth quarter, January 1 - March
31.
1.25 ROYALTY BEARING PRODUCT. This means a Planar Force Feedback Cursor
Control Device which either (1) incorporates or utilizes Immersion Product Model
Technology that is not otherwise made generally available to the public by
Immersion without charge or (2) is covered (a) by a Licensed Patent or (b) by a
copyright of Immersion embodied in any Immersion Product Model Technology that
is not otherwise made generally available to the public by Immersion without
charge.
1.26 SPECIFICATION(S). This means the FEELit Mouse Product specification
attached as the original Exhibit A ("Specification") to the Development
Agreement and each Planar Force Feedback Cursor Control Device specification
associated with a development schedule which is attached by amendment to the
Development Agreement.
1.27 YEAR. This means any full four-Quarter period.
1.28 Any reference to the words "PURCHASE," "SALE," or "SELL," when used
in connection with intellectual property, shall mean license.
2. GRANT OF LICENSES
2.1 GRANT WITH RESPECT TO THE LICENSED PATENTS. Subject to the terms of
this Agreement, Immersion grants to Logitech a [****]
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2.2 GRANT WITH RESPECT TO THE IMMERSION PRODUCT MODEL TECHNOLOGY. Subject
to the terms of this Agreement, Immersion grants to Logitech a [****]. No access
rights or license to the [****] for the [****] are granted to Logitech except
(i) as provided under the terms of Section 13 ("[****] Escrow") of the
Development Agreement and (ii) as provided under the terms of Section 2.2.1
("Firmware [****]"). Logitech and its Affiliates have no right and Logitech
agrees not to disassemble or decompile any portion of the software portions of
the Immersion Product Model Technology.
2.2.1 FIRMWARE [****]. Immersion may elect, from time to time, and
in its sole discretion, to (i) disclose portions of the Immersion firmware to
Logitech in [****] form solely for informational purposes and as Confidential
Information under the terms of Section 16 ("Confidentiality") of the Technology
Product Development Agreement and (ii) to deliver portions of the Immersion
firmware (which is Immersion Product Model Technology and delivered as a
Deliverable or an Enhancement under the terms of the Technology Product
Development Agreement) to Logitech in [****] form solely for informational
purposes and as Confidential Information under the terms of Section 16
("Confidentiality"). Such firmware [****], if delivered to Logitech, will not be
used by Logitech for other than informational purposes unless Immersion notifies
Logitech, in writing, that such specific firmware [****] is classified as
"Authorized For Modification." With respect to firmware [****] which has been
designated by Immersion as "Authorized For Modification," Immersion grants to
Logitech a [****]. No license to distribute the firmware [****] in [****] form
is granted herein.
2.3 RIGHT TO SUBLICENSE. Subject to the terms of Section 2.6 ("Trademark
License from Immersion"), Immersion grants to Logitech the right to sublicense
any of the rights set forth in Section 2.1 ("Grant With Respect to the Licensed
Patents") and Section 2.2 ("Grant With Respect to the Immersion Product Model
Technology") above subject to the limitations of this Agreement: (i) to any
Affiliate of Logitech and (ii) to any non-Affiliate third party of Logitech
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solely for the purpose of assisting Logitech in the design or development of
Planar Force Feedback Cursor Control Devices in the [****]. Logitech agrees that
any act or omission by a Logitech Affiliate that is inconsistent with Logitech's
obligations under the terms of this Agreement shall be deemed to be an act or
omission by Logitech and a breach of this Agreement by Logitech.
2.4 DURATION. Subject to the obligation to pay royalties, the licenses set
forth above will extend to the full end of the term for which any Licensed
Patent is issued or any other Intellectual Property Right of Immersion licensed
hereunder is in force, unless sooner terminated as provided in this Agreement.
2.5 LABEL REQUIREMENTS. Subject to the terms of Section 2.6 ("Trademark
License for Immersion") and Section 2.7 ("Administration Procedure"), Logitech
shall place belly labels on Force Feedback Cursor Control Devices which are
Royalty Bearing Products which shall include the language and related logo:
"FEELitTM Force Feedback Technology Licensed from Immersion Corporation"
(hereinafter the "Legend"). Logitech shall also place or have placed the Legend
on retail manuals and boxes as designated in Exhibit B ("Immersion Package
Labeling Specification"). Logitech shall not remove Immersion's copyright
notices from any copies of the [****]. The parties agree that in the case of
each Planar Force Feedback Cursor Control Device noticed by Logitech to
Immersion under the terms of Section 2.7 ("Administrative Procedures"),
Immersion will provide Logitech with a list of applicable Licensed Patents which
will identify the "Key Licensed Patents" which will be identified on the belly
label of the particular device and will also identify the "Document Patents"
which will be identified in the product documentation included with the device.
The language on the belly label for the Key Licensed Patents will read as
follows: "{List Key License Patents} and other patents listed in associated
documentation." If OEM customers object to belly label marking or the inclusion
of patents in the documentation as described above, the Parties will mutually
agree upon a reasonable solution in writing in advance.
2.6 TRADEMARK LICENSE FROM IMMERSION. Subject to the procedures set forth
in Section 2.7 ("Administrative Procedures") below and Immersion's prior written
approval, Immersion hereby grants to Logitech a nonexclusive, nontransferable,
worldwide license, to use in connection with marketing the FEELit Mouse Product
or any Planar Force Feedback Cursor Control Device, the trademark(s) used by
Immersion ("Marks") to identify the Immersion Product Model Technology and/or
Licensed Patents and Logitech agrees to use such Marks on and in connection with
Royalty Bearing Products except in the case of OEM products where, if the OEM
customer objects, the parties will mutually agree upon a reasonable solution in
writing, in advance. Logitech acknowledges that all use of the Marks will inure
to the benefit of Immersion. Logitech shall not register Immersion's Marks in
any jurisdiction and will not adopt any trademark for use on the FEELit Mouse
Product or Planar Force Feedback Cursor Control Device which is confusingly
similar to any trademark of Immersion or which includes a prominent portion of
any trademark of Immersion. At Immersion's reasonable request, Logitech shall
provide Immersion with samples of Logitech's use of Immersion trademarks.
Logitech agrees to abide by Immersion's reasonable written trademark policies as
issued and provided to Logitech from time to time. In any case where the Marks
are not used in compliance with
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Immersion's trademark policies and such use has been approved in writing by
Immersion, upon receipt of written notice from Immersion, Logitech will promptly
correct the non-compliance and submit samples of compliant use to Immersion for
approval.
2.7 ADMINISTRATIVE PROCEDURES. The Parties agree that in order to provide
Immersion with appropriate information necessary for the orderly administration
of the Licensed Patents and Marks, Logitech will provide Immersion with prompt
written notice prior to Product Launch of each Product Model and will enclose an
information package which contains two prototypes or production units of the
Product Model sufficient to enable Immersion to determine which of the Licensed
Patents cover the Product Model and to review and approve the use of the Marks.
If in any case Immersion believes that the quality of the Product Model does not
meet Immersion's commercially reasonable standards, Logitech will not be
permitted to ship the Product Model with the Marks until the quality issue is
resolved, but Logitech may in is discretion ship such Product Model without the
Marks and shall be relieved of its obligation to use the Marks on that Product
Model.
2.8 GRANT WITH RESPECT TO KNOW-HOW. Subject to the terms of this
Agreement, each party grants to the other a worldwide, nonexclusive license to
use any know-how of such party disclosed to the other party pursuant to the
Development Agreement.
3. ROYALTIES
3.1 NEW TECHNOLOGY ROYALTIES. As provided in Section 9.2 ("New Technology
Royalties") of the Development Agreement, New Technology will be provided to
Logitech subject to royalties which are mutually agreed upon in writing by
Immersion and Logitech.
3.2 PER PRODUCT MODEL ROYALTY. Except as provided by Section 3.1 ("New
Technology Royalties"), Logitech shall pay Immersion a royalty based on a
percentage of the Net Receipts for each Product Model of a Royalty Bearing
Product sold by Logitech or any Logitech Affiliates to unrelated third parties
(other than Logitech or Logitech Affiliates) in arms length transactions, in
accordance with the following. The royalty percentage for each Product Model
shall be [****] for all units of a Royalty Bearing Product sold. Shipments of
Royalty Bearing Products between Logitech and the Logitech Affiliates or between
Logitech Affiliates will not be considered to be sold or otherwise transferred
until sold to an unrelated customer of Logitech or a Logitech Affiliate.
3.3 [****]
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3.4 PAYMENTS AND REPORTS. The royalties to be paid by Logitech to
Immersion hereunder shall be due [****] after the close of each Quarter. Royalty
reports setting forth the royalty calculation by Product Model and identifying
whether the sales were made by Logitech or Logitech Affiliates shall be included
with such payments. Logitech will pay and account to Immersion for royalties due
hereunder with respect to sales or other disposition of Royalty Bearing Products
by any Logitech Affiliates, and for that purpose, sales of Royalty Bearing
Products by any Logitech Affiliate (other than sales or other disposition by an
Affiliate to Logitech or to another Logitech Affiliate) will be deemed to be
sales by Logitech.
3.5 AUDIT RIGHTS OF ROYALTY PAYMENTS. Immersion shall have the right to
have an independent auditor mutually agreed by Logitech and Immersion audit the
method used to calculate the average sales price, as well as the sales data
pursuant to Section 1.19 ("Net Receipts") and the royalty payments of Logitech
for itself and its Affiliates on an annual basis, but shall pay the costs of
such audit, unless such audit reveals any underpayment of royalties in an amount
greater than [****] of actual royalties due for any Year, in which case Logitech
shall promptly remit an amount equal to the underpayment and shall pay the
reasonable costs of such audit. Such audit shall be preceded by at least five
(5) business days advance written notice and shall be performed during normal
business hours by the auditor. The auditor shall have access to only those books
and records of Logitech which are reasonably necessary to determine the relevant
sales royalties due for Royalty Bearing Products for Logitech itself and its
Affiliates and the correctness of the royalty payments hereunder. Any and all
non-public information related to Logitech, its Affiliates, or their business
revealed in the course of such audit shall be kept confidential by the auditor
and by Immersion, and shall not be disclosed by the auditor to anyone other than
employees or professional advisors of Immersion who have a
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reasonable need to know in connection with such audit, or used for any purpose,
except to the extent reasonably necessary to determine the correctness of
royalty payments made hereunder.
4. TERM AND TERMINATION
4.1 TERM. Unless earlier terminated in accordance with the provisions of
this Agreement, this Agreement will extend until the [****]
4.2 TERMINATION BY LOGITECH.
4.2.1 TERMINATION WITHOUT CAUSE. Logitech may terminate this
Agreement without cause upon [****] written notice, and such written notice
under the terms of this Agreement shall also serve as written notice of the
termination of the Development Agreement, if such Agreement is still in effect
at such time, and the Development Agreement will then terminate within [****] of
such notice pursuant to the terms of Section 12.1 ("Termination by Logitech
Without Cause") and such termination shall be deemed to be a termination without
cause by Logitech and will be construed in accordance with the terms of Section
12.3 ("Effect of Termination") therein.
4.2.2 TERMINATION WITH CAUSE. Logitech may terminate this Agreement
by written notice to Immersion if Immersion has materially breached the terms of
this Agreement and fails to cure the breach after written notice of breach to
Immersion and a [****] day time period to cure.
4.3 TERMINATION BY IMMERSION FOR FAILURE TO PAY ROYALTIES. Immersion may
terminate this Agreement by written notice to Logitech in the event that
Logitech or any Logitech Affiliate breaches the terms of Section 3 ("Royalties")
including but not limited to any failure to pay any royalties due and payable by
Logitech and/or any of the Logitech Affiliates under this Agreement and Logitech
fails to cure such breach after written notice of breach and a [****] time
period to cure.
If Immersion issues a written notice of termination to Logitech under the terms
of this Section 4.3 ("Termination by Immersion for Failure to Pay Royalties")
such notice shall also serve as written notice of termination for cause by
Immersion under the terms of Section 12.2 ("Termination for Cause") of the
Development Agreement, if such Agreement is still in effect at such time. If the
breach described in the aforementioned written notice of termination is not
cured in accordance with the terms of this Section 4.3 ("Termination by
Immersion for Failure to Pay Royalties"), the Development Agreement will then
terminate within [****] of such notice pursuant to the terms of Section 12.2
("Termination for Cause") and such termination will be deemed to be a
termination for cause by Immersion for purposes of Section 12.3 ("Effect of
Termination") and the effects of termination will be construed in accordance
with the terms of Section 12.3 ("Effect of Termination") therein.
4.4 TERMINATION BY IMMERSION FOR BREACH OF PATENT LICENSE. Immersion
may terminate this Agreement in the event that Logitech engages in activity
which exceeds the scope
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of the patent license granted in Section 2.1 ("Grant With Respect to the
Licensed Patents") or breaches the labeling requirement of Section 2.5 ("Label
Requirements") and fails to cure the breach after written notice of breach and a
[****] time period to cure. Except as set forth in this Section 4.4 or Section
4.3 ("Termination by Immersion for Failure to Pay Royalties"), the patent
license granted in Section 2.1 ("Grant With Respect to the Licensed Patents")
shall not be terminable by Immersion. If Immersion issues a written notice of
termination to Logitech under the terms of this Section 4.4 ("Termination by
Immersion for Breach") such notice shall also serve as written notice of
termination for cause by Immersion under the terms of Section 12.2 ("Termination
for Cause") of the Development Agreement, if such Development Agreement is still
in effect at such time. If the breach described in the aforementioned written
notice of termination is not cured in accordance with the terms of this Section
4.4 ("Termination by Immersion for Breach"), the Development Agreement will then
terminate within [****] of such notice pursuant to the terms of Section 12.2
("Termination for Cause") and such termination will be deemed to be a
termination for cause by Immersion for purposes of Section 12.3 ("Effect of
Termination") and the effects of termination will be construed in accordance
with the terms of Section 12.3 ("Effects of Termination") therein.
4.5 TERMINATION OF LICENSES TO IMMERSION PRODUCT MODEL TECHNOLOGY BY
IMMERSION FOR BREACH. Immersion may terminate the licenses granted with respect
to Immersion Product Model Technology in Section 2.2 ("Grant With Respect to the
Licensed Patents") in the event that Logitech engages in activity which exceeds
the scope of such license or breaches the terms of Section 2.3 ("Right to
Sublicense") or the labeling requirement of Section 2.5 ("Label Requirements")
and fails to cure the breach after written notice of breach and a [****] time
period to cure. Termination of the licenses with respect to the Immersion
Product Model Technology shall not affect the patent licenses granted hereunder.
Except as set forth in this Section 4.5 ("Termination of Licenses to Immersion
Product Model Technology by Immersion for Breach") or Section 4.3 ("Termination
by Immersion for Failure to Pay Royalties"), the licenses granted in Section 2.2
("Grant With Respect to the Licensed Patents") shall not be terminable by
Immersion.
4.6 EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement for any reason, Logitech agrees to pay Immersion for royalties due
under this Agreement from Logitech or any Logitech Affiliate. Upon a termination
of this Agreement for cause or without cause, Logitech and each Affiliate shall
have [****] to distribute any remaining inventory in process and in existence as
of the effective date of the termination, subject to the obligation for Logitech
to pay royalties hereunder for any such distribution by Logitech and/or any
Logitech Affiliates. EXCEPT FOR DIRECT DAMAGES RESULTING FROM A BREACH OF THE
TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO A BREACH BY LOGITECH OR
ANY LOGITECH AFFILIATE OF SECTION 2 ("GRANT OF LICENSES"), NEITHER PARTY SHALL
BE LIABLE TO THE OTHER FOR DAMAGES OF ANY SORT AS A RESULT OF TERMINATING THIS
AGREEMENT IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT.
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5. WARRANTY
Immersion represents and warrants that Immersion either has ownership of,
or sufficient rights in, the Immersion Product Model Technology to be delivered
under the terms of the Development Agreement and the Licensed Patents to enter
into this Agreement and grant all the rights set forth herein. As of the
Effective Date of the Agreement, Immersion is not aware of and has not received
any notice of any claim by a third party that the copyrights, patents, trade
secrets, trademarks or other intellectual property rights of any third party are
infringed by the Immersion Product Model Technology that Immersion, in its sole
discretion intends to, as of the Effective Date, use to comply with Immersion's
development obligations under the terms of the Development Agreement, except as
disclosed to Logitech in writing prior to the date of this Agreement. Immersion
further represents and warrants that it neither holds nor has applied for a
patent that is dominant to the Licensed Patents.
6. INDEMNIFICATION
6.1 TRADEMARK INFRINGEMENT INDEMNIFICATION BY IMMERSION. Subject to the
limitations on cumulative liability under Section 7.1 ("Disclaimers of Certain
Types of Damages") and Section 7.3 ("Limitations of Liability with Respect to
Indemnity Obligations"), and Immersion's approval for Logitech to use the Legend
and the Marks pursuant to Section 2.5 ("Label Requirements"), Section 2.6
("Trademark License") and Section 2.7 ("Administrative Procedures") and further
subject to prompt notification by Logitech, cooperation by Logitech and control
of all litigation and/or settlement by Immersion, Immersion shall indemnify,
defend and hold Logitech harmless from and against any and all claims, damages,
liabilities, judgments, settlements, losses, costs and expenses (including court
costs and reasonable attorneys' and experts' fees) (collectively, "Costs")
suffered or incurred by Logitech arising out of a claim of infringement of any
Immersion Xxxx or Legend used by Logitech on a Planar Force Feedback Cursor
Control Device in the [****] which is based on Logitech's use under the labeling
requirement of Section 2.5 ("Label Requirements") and/or the terms of Section
2.6 ("Trademark License") and Section 2.7 ("Administrative Procedures"). In the
case of an infringement or alleged infringement by any such Immersion Xxxx or
Legend used by Logitech on a Planar Force Feedback Cursor Control Device in the
[****]: (i) Logitech will have the right to remove such Marks and/or Legend from
Logitech Planar Force Feedback Cursor Control Devices while any dispute or
litigation concerning the same is pending, and shall begin using such marks
again only after such infringement claims or disputes have been settled or
dismissed with prejudice, and (ii) Immersion will have the right to require
Logitech to stop using such Marks and/or Legend and will provide a new trademark
to be used in connection with the Immersion Product Model Technology and/or
Licensed Patents, as applicable. Each party agrees to notify the other promptly
of any matters in respect to which the foregoing indemnity in this Section 6.1
("Trademark Infringement indemnification by Immersion") may apply. If notified
in writing of any action or claim for which Immersion is to provide indemnity,
Immersion shall defend, subject to the limitations of liability set forth in
Section 7.1 ("Disclaimer of Certain Types of Damages") and 7.3 ("Limitations of
Liability With Respect to Indemnity Obligations"),
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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those actions or claims at Immersion's expense and pay the Costs awarded against
Logitech in any such action, or pay any settlement of such action or claim
entered into by Immersion.
6.2 COPYRIGHT INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION
INDEMNIFICATION BY IMMERSION.
6.2.1 SCOPE. Subject to the limitations of cumulative liability
under Section 7.1 ("Disclaimer of Certain Types of Damages") and Section 7.3
("Limitations of Liability With Respect to Indemnity Obligations") and further
subject to prompt notification by Logitech, cooperation by Logitech and control
of all litigation and/or settlement by Immersion, Immersion shall indemnify,
defend and hold Logitech harmless from and against any and all Costs suffered or
incurred by Logitech as a result of any third party claim that any Immersion
Product Model Technology delivered by Immersion to Logitech infringes any
copyright or misappropriates any trade secret of any third party. In the case of
any third party claim involving the [****] portion of the Immersion Product
Model Technology, Immersion may, in its sole discretion, provide Logitech with a
modification to the affected [****] so that the [****] portion of the Immersion
Product Model Technology becomes noninfringing or in the alternative, may
provide Logitech other software which is functionally equivalent. Each party
agrees to notify the other promptly of any matters in respect to which the
foregoing indemnity in this Section 6.2 ("Copyright Infringement and Trade
Secret Misappropriation Indemnification by Immersion") may apply. If notified in
writing of any action or claim for which Immersion is to provide indemnity,
Immersion shall defend, subject to the limitations of liability set forth in
Section 7.1 ("Disclaimer of Certain Types of Damages") and 7.3 ("Limitations of
Liability With Respect to Indemnity Obligations"), those actions or claims at
Immersion's expense and pay the Costs awarded against Logitech in any such
action, or pay any settlement of such action or claim entered into by Immersion.
6.2.2 EXCEPTIONS. The foregoing indemnity will not apply to any
infringement claim to the extent it arises from (i) any modification of any
Immersion Product Model Technology by parties other than Immersion or Immersion
subcontractors under contract with Immersion, (ii) use of any Immersion Product
Model Technology in conjunction with other non-Immersion products or components
where there would be no infringement absent such use with such other products or
components or (iii) an infringement which would not occur in the Immersion
Product Model Technology or any Final Prototype in which such Immersion Product
Model Technology is incorporated but which does occur in the final production
version of a Planar Force Feedback Cursor Control Device.
6.3 PERSONAL INJURY AND PROPERTY DAMAGE CLAIMS. Neither party shall have
any obligation to indemnify, protect, defend and hold the other party harmless
from any Costs suffered or incurred by the other party to the extent such third
party claim or threatened claim arises from a personal or alleged personal
injury or damage or alleged damage to property arising out of the third party's
use of Planar Force Feedback Cursor Control Devices.
6.4 PRODUCT LIABILITY INSURANCE. The Parties agree that they shall each
secure insurance covering product liability. Such insurance shall provide
coverage of at least [****]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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per occurrence and shall remain in effect during the term of this Agreement.
Each party will promptly cause the other party to be named as an additional
insured.
6.5 PATENT INFRINGEMENT INDEMNIFICATION BY IMMERSION.
6.5.1 SCOPE. Subject to the limitations of cumulative liability
under Section 7.1 ("Disclaimer of Certain Types of Damages") and Section 7.3
("Limitations of Liability With Respect to Indemnity Obligations"), and further
subject to prompt notification by Logitech, cooperation by Logitech and control
of all litigation and/or settlement by Immersion, [****] Each Party agrees to
notify the other promptly of any matters in respect to which the foregoing
indemnity in this Section 6.5 ("Patent Infringement Indemnification by
Immersion") may apply. If notified in writing of any action or claim for which
Immersion is to provide indemnity, Immersion shall defend, subject to the
limitations of liability set forth in Section 7.1 ("Disclaimer of Certain Types
of Damages") and 7.3 ("Limitations of Liability With Respect to Indemnity
Obligations") and the provisions of Section 6.5.3 ("Exceptions With Respect to
Patents Issued After the Effective Date"), those actions or claims at its
expense and pay the Costs awarded against Logitech in any such action, or pay
any settlement of such action or claim entered into by Immersion. In any such
action, Logitech will make available to Immersion all defenses against such
action or claim known or available to Logitech.
6.5.2 EXCEPTIONS TO THE SCOPE OF THE INDEMNITY. Immersion shall have
no liability or obligation with respect to any claim of patent infringement to
the extent it arises from [****]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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6.5.3 [****]
(a) [****]
(b) [****]
(c) [****]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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6.6 REMEDIES IN THE EVENT OF PROHIBITION OF USE. The provisions and
remedies set forth in this Section 6.6 ("Remedies In the Event of Prohibition of
Use") shall continue to be applicable with respect to any copyright infringement
or trade secret misappropriation under the terms of Section 6.2 ("Copyright
Infringement and Trade Secret Misappropriation"), and any After-Issued Patents
for which Immersion does not supply written notice to Logitech in accordance
with Section 6.5.3(a) ("Notice by Immersion and Supply of Modified or Substitute
Technology") and any U.S. Patents issued prior to the Effective Date of this
Agreement. If a preliminary or final judgment shall be obtained against
Logitech's use, sale or distribution of a Planar Force Feedback Cursor Control
Device that incorporates any Immersion Product Model Technology based
infringement within the scope of the indemnity set forth in Section 6.1
("Trademark Infringement indemnification by Immersion"), 6.2 ("Copyright
Infringement and Trade Secret Misappropriation Indemnification by Immersion") or
6.5 (Patent Infringement Indemnification by Immersion") (subject to the
exceptions set forth therein), or if any Immersion Product Model Technology is,
or in Immersion's opinion, is likely to become, subject to a claim for such
infringement, then Immersion shall, at its expense, either (a) modify the
Immersion Product Model Technology so that the incorporated Immersion Product
Model Technology becomes noninfringing, or (b) procure for Logitech the right to
continue to use such Immersion Product Model Technology, or (c) substitute for
the infringing Immersion Product Model Technology other technology that conforms
to the Specifications in Exhibit A of the Development Agreement (which shall
itself be deemed to be Immersion Product Model Technology). [****]
6.7 INDEMNITY BY LOGITECH. Subject to the limitations of liability set
forth in Section 7 ("Limitations of Liability"), and subject to prompt
notification by Immersion, cooperation by Immersion and control of all
litigation and/or settlement by Logitech, Logitech shall [****]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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7. LIMITATIONS OF LIABILITY
7.1 DISCLAIMER OF CERTAIN TYPES OF DAMAGES. IN NO EVENT WILL LOGITECH OR
IMMERSION BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN
ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF
LOGITECH AND IMMERSION HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.2 LIMITATIONS OF LIABILITY OTHER THAN INDEMNITY OBLIGATIONS. EXCEPT WITH
RESPECT TO THE PARTIES' OBLIGATIONS OF INDEMNITY, INCLUDING, BUT NOT LIMITED TO
COSTS OF DEFENSE AND "COSTS" (AS DEFINED ABOVE) SET FORTH IN SECTION 6
("INDEMNIFICATION") WHICH ARE LIMITED BY THE TERMS OF SECTION 7.3 ("LIMITATIONS
OF LIABILITY WITH RESPECT TO INDEMNITY OBLIGATIONS") AND WITH RESPECT TO ANY
ROYALTIES DUE AND PAYABLE BY LOGITECH HEREUNDER, IN NO CASE WILL EITHER PARTY'S
TOTAL CUMULATIVE LIABILITY OR OBLIGATIONS UNDER THE TERMS OF OR ARISING OUT OF
THIS AGREEMENT EXCEED [****]
7.3 LIMITATIONS OF LIABILITY WITH RESPECT TO INDEMNITY OBLIGATIONS. IN NO
CASE WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO ITS
OBLIGATIONS OF INDEMNITY INCLUDING, BUT NOT LIMITED TO COSTS OF DEFENSE AND
"COSTS" (AS DEFINED ABOVE) UNDER SECTION 6 ("INDEMNIFICATION") EXCEED THE
GREATER OF [****]
7.4 NEGATION OF WARRANTIES AND OTHER OBLIGATIONS.
7.4.1 Nothing in this Agreement shall be construed:
(i) as a warranty or representation by Immersion as to the
validity or scope of any Licensed Patents;
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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(ii) as a warranty or representation that anything made,
used, sold or otherwise disposed of under any license
granted in this Agreement is or will be free from
infringement by patents, copyrights, trade secrets,
trademarks, or other rights of third parties;
(iii) as granting by implication, estoppel or otherwise any
licenses or rights under patents or other Intellectual
Property Rights of Immersion other than expressly
granted herein, regardless of whether such patents are
dominant or subordinate to any Licensed Patents, or
(iv) (a) to require Immersion to file any patent application
relating to force-feedback in Planar Force Feedback
Cursor Control Devices, (b) a warranty that Immersion
will be successful in securing the grant of any patent
relating to force-feedback in Planar Force Feedback
Cursor Control Devices or any reissue or extensions
thereof, and (c) to require Immersion to pay any
maintenance fees or take any other steps to maintain
Immersion's patent rights relating to force feedback in
Planar Force Feedback Cursor Control Devices, provided,
however, that in the event Immersion elects not to pay
any maintenance fee or take any step to maintain such
patents, Immersion shall so notify Logitech a reasonable
period in advance and Logitech may, at its option, pay
such maintenance fee or take such steps.
7.4.2 Except for Immersion's obligations of indemnity set forth
herein, Immersion does not assume any responsibility for the definition of the
Specifications, the manufacture of the Planar Force Feedback Cursor Control
Devices, or use of any Planar Force Feedback Cursor Control Device which is
manufactured or sold by or for Logitech or the Logitech Affiliates under the
Licensed Patent licenses granted herein. All warranties in connection with such
Planar Force Feedback Cursor Control Devices shall be made by Logitech or the
Logitech Affiliates as manufacturers or sellers of such Planar Force Feedback
Cursor Control Devices and such warranties shall not directly or by implication
obligate Immersion in any way.
8. THIRD PARTY ENFORCEMENT
Immersion shall not have any obligation or duty under this Agreement to
any party, including but not limited to Logitech to enforce any patents or
Licensed Patents against any third party infringing any claim or claims of any
patent and/or the Licensed Patents provided, however, that should Logitech
become aware of any actual infringement of the Licensed Patents by a Planar
Force Feedback Cursor Control Device distributed in the [****] by a third party,
which Planar Force Feedback Cursor Control Device directly competes with a
Planar Force Feedback Cursor Control Device currently shipped by Logitech as a
formal product release which is covered by the Licensed Patents, Logitech will
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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promptly communicate the details to Immersion. Immersion shall thereupon, within
[****] of being made aware by Logitech of such infringement, send copies of the
relevant Licensed Patents to such third party, however, Immersion shall have the
right to take no further action or whatever action Immersion deems necessary,
including cease and desist letters, negotiation, the filing of lawsuits, and/or
settlement to terminate such infringement and the strategy and/or conclusion of
such action or settlement shall be within Immersion's sole discretion. Logitech
shall cooperate with Immersion if Immersion takes any such action but all
expenses of Immersion shall be borne by Immersion. If Immersion recovers any
damages or compensation for any action Immersion takes hereunder, including any
settlement, Immersion shall retain [****] of such damages. If Immersion does not
elect to take such further action hereunder within [****] of being made aware of
such infringement by Logitech, then Logitech shall have the right, but not the
obligation, to provide Immersion with a Patent Enforcement Justification, as
defined below, and if the proposed enforcement action meets the Patent
Enforcement Justification criteria, Logitech may take and control any such
action, subject to Immersion's absolute right to control any and all assertions
or admissions which relate to the scope or validity of Immersion's Licensed
Patents. For purposes of this Section 8 ("Third Party Enforcement"), a Patent
Enforcement Justification is a written report prepared by Logitech which
includes: (i) the name and address of the entity manufacturing the Planar Force
Feedback Cursor Control Device that is allegedly infringing the Licensed Patents
and the names and addresses of any entities distributing such Planar Force
Feedback Cursor Control Device, (ii) an analysis of which of the Licensed Patent
claims are infringed, (iii) a comparison of the allegedly infringing Planar
Force Feedback Cursor Control Device and the affected Planar Force Feedback
Cursor Control Device distributed by Logitech with which such allegedly
infringing Planar Force Feedback Cursor Control Device competes (which
comparison analyzes the competitive threat as to (a) feature and function, (b)
positioning, and (c) price point), (iv) the number of units of the Planar Force
Feedback Cursor Control Device sold by Logitech in the most recent [****] full
Quarters and, if known or reasonably estimable, the number or estimate of the
number of units of the allegedly infringing Planar Force Feedback Cursor Control
Device sold in the most recent [****] full Quarters, on a geographic area basis.
The criteria which must be met by such report, in order to permit Logitech to
"justify" and to go forward with an infringement action, as are follows:
(i) Logitech must be selling over [****] units of the
affected Planar Force Feedback Cursor Control Device in the market in which the
infringement is occurring during the most recent [****] full Quarters or, if the
Product Launch occurred during the most recent [****] full Quarters, Logitech
reasonably estimates in good faith that it will sell over [****] units of the
affected Planar Force Feedback Cursor Control Device in the market in which the
infringement is occurring during the next [****] full Quarters;
(ii) the allegedly infringing Planar Force Feedback
Cursor Control Device must be substantially similar to the affected Planar Force
Feedback Cursor Control Device as to features and functions such that the
allegedly infringing Planar Force Feedback Cursor Control Device is having or
reasonably will have a serious impact on the sales of the affected Logitech
Planar Force Feedback Cursor Control Device;
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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(iii) the Licensed Patents to be enforced against the
allegedly infringing Planar Force Feedback Cursor Control Device also cover
the affected Logitech Planar Force Feedback Cursor Control Device;
(iv) the number of units of the allegedly infringing
Planar Force Feedback Cursor Control Device sold in the market in which the
infringement is occurring in the most recent four (4) full Quarters or
reasonably estimated in good faith to be sold in the next four (4) full Quarters
must meet or exceed [****] units; and
(v) Logitech has included the applicable Licensed
Patent numbers on the affected Planar Force Feedback Cursor Control Device in
accordance with the terms of Section 2.5 ("Label Requirements").
If the aforementioned criteria are met, Immersion will cooperate with Logitech,
at Logitech's expense, including but not limited to joining any legal
proceedings as a named plaintiff to the extent required to confer jurisdiction,
and all of Logitech's expenses will be borne by Logitech. Immersion may elect to
have counsel of its own choosing participate at Immersion's sole expense in any
legal proceedings instituted by Logitech, but Logitech shall retain [****] of
any damages Logitech recovers for any such proceedings including any settlement,
provided however that (i) Logitech shall first reimburse Immersion for
Immersion's Costs to participate in such action out of any recovery which
exceeds Logitech's Costs for such action. Immersion must agree to any settlement
of any infringement or of any action brought hereunder by Logitech, which
consent will not be unreasonably withheld.
9. GENERAL
9.1 ENTIRE AGREEMENT. This Agreement, together with the Development
Agreement and its Exhibits, constitutes the complete agreement of the parties
and supersedes any other agreements, written or oral (including all
correspondence, emails and the letter regarding [****] concerning the subject
matter hereof and such materials do not have any effect upon the rights and
obligations of the Parties under this Agreement. This Agreement and the
Development Agreement in no way supersede or affect the Intellectual Property
License Agreement between Immersion and Logitech dated [****] and/or the
Technology Product Development Agreement between Immersion and Logitech dated
[****].
9.2 SUCCESSION AND ASSIGNMENT. Either party may assign this Agreement
provided that the other party has consented in writing to the assignment or
delegation and provided, further, that the rights and obligations of the parties
may be assigned to a corporate successor in interest in the case of a merger or
acquisition or in the case of a sale of assets without the prior approval of the
other party. In the case of any permissible assignment of this Agreement by
Immersion, the obligation for Logitech to include the phrase "from Immersion
Corporation" at the end of the Legend will be waived. Any attempt to assign this
Agreement in violation of the provisions of this Section 9.2 ("Succession and
Assignment") shall be void.
9.3 NOTICES. Notices required under this Agreement shall be addressed as
follows, except as otherwise revised by written notice:
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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TO IMMERSION: TO LOGITECH:
Xxxxx X. Xxxxxxxxx, Ph. D. General Counsel
President Logitech, Inc.
Immersion Corporation 0000 Xxxxxx Xxxxx
0000 Xxxxxxx Xxxxx Xxxxxxx, XX 00000-0000
Xxx Xxxx, XX 00000
9.4 GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed by the substantive laws of the State of California,
without the application of any principle that leads to the application of the
laws of any other jurisdiction.
9.5 NO AGENCY. Neither party is to be construed as the agent, partner, or
joint venturer or to be acting as the agent, partner or joint venturer of the
other party hereunder in any respect.
9.6 NO RECRUITMENT. During the term of this Agreement and for one (1) year
after the termination or expiration of this Agreement, each Party agrees not to
recruit any employee of the other Party.
9.7 MULTIPLE COUNTERPARTS. This Agreement may be executed in several
counterparts, all of which taken together shall constitute one single Agreement
between the parties.
9.8 NO WAIVER. No delay or omission by either Party hereto to exercise any
right or power occurring upon any noncompliance or default by the other Party
with respect to any of the terms of this Agreement shall impair any such right
or power or be construed to be a waiver thereof. A waiver by either of the
Parties hereto of any of the covenants, conditions, or agreements to be
performed by the other shall not be construed to be a waiver of any succeeding
breach thereof or of any covenant, condition, or agreement herein contained.
Unless stated otherwise, all remedies provided for in this Agreement shall be
cumulative and in addition to and not in lieu of any other remedies available to
either party at law, in equity, or otherwise.
9.9 SEVERABILITY. If any one or more of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby.
9.10 AMENDMENTS IN WRITING. Any amendment to this Agreement shall be in
writing and signed by both parties hereto.
9.11 INTERPRETATION. Since this Agreement was prepared by both parties
hereto, it shall not be construed against any one party as the drafting party.
9.12 DISPUTE RESOLUTION. Except in the case of a breach of an obligation
related to a Party's Intellectual Property Rights, in the event either Party
concludes that it is in its best interest to file any legal action against the
other, the Party shall contact the other Party's management and at least two (2)
senior managers from each Party shall meet without legal
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counsel or interruption for a minimum amount of three (3) eight (8) hour periods
and diligently attempt to resolve all disputed matters. If the Parties are
unable to resolve their difference and either Party desires to file a legal
action against the other, at least two (2) senior managers from each Party and
their respective counsels shall meet for three (3) eight (8) hour periods and
diligently attempt to resolve all disputed matters. Either Party may request
that an independent third party bound to mutually agreed upon obligations of
confidentiality attend such meeting in order to assist the Parties in reaching a
reasonable resolution. All oral and written information exchanged in these
meetings shall be exchanged in an effort to settle all disputed matters. If
either Party still desires to file a legal action against the other after these
prescribed meetings, such Party may file a legal action against the other Party
as allowed by applicable law in Santa Xxxxx County state court or in the federal
court. The Parties agree that if a Party does not attend all of the prescribed
meetings it waives its rights to any monetary damages in the legal action(s) it
files.
9.13 SURVIVAL. Sections 3.2 ("Per Product Model Royalty"), 3.4 ("Payments
and Reports"), 3.5 ("Audit Rights of Royalty Payment"), 4.6 ("Effect of
Termination"), 5 ("Warranty"), 7 ("Limitations of Liability") and 9 ("General")
shall survive any termination or expiration of this Agreement. In addition, the
provisions of Sections 6.1 ("Trademark Infringement Indemnification by
Immersion"), 6.2 ("Copyright Infringement and Trade Secret Misappropriation
Indemnification by Immersion"), 6.5 ("Patent Infringement Indemnification by
Immersion"), 6.6 ("Remedies In the Event of Prohibition of Use") and 6.7
("Indemnity by Logitech") shall survive with respect to any units of a Product
Model of Royalty Bearing Products sold or otherwise distributed by Logitech
before the termination or expiration of this Agreement, provided, however, that
Immersion's obligations of indemnity under Sections 6.1 ("Trademark Infringement
Indemnification by Immersion"), 6.2 ("Copyright Infringement and Trade Secret
Misappropriation Indemnification by Immersion"), 6.5 ("Patent Infringement
Indemnification by Immersion"), and 6.6 ("Remedies In the Event of Prohibition
of Use") shall not survive in the event Immersion terminates this Agreement for
cause, including but not limited to, failure by Logitech to pay royalties due
hereunder.
9.14 FORCE MAJEURE. With the exception of the obligation to pay monies due
and owing, each Party hereto shall be excused from performance hereunder for any
period and to the extent that it is prevented from performing any services
pursuant hereto, in whole or in part, as a result of delays caused by the other
Party or an act of God, war, civil disturbance, court order, governmental
action, laws, orders, regulations, directions or requests, or as a result of
events such as acts of public enemies, earthquakes, fires, floods, strikes or
other labor disturbances of the other Party or any third party, or other cause
beyond its reasonable control and which it could not have prevented by
reasonable precautions, and such nonperformance shall not be a default hereunder
or a ground for termination hereof.
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IN WITNESS WHEREOF, the authorized representatives of the parties hereto
have signed this Agreement as of the date and year last set forth below.
Logitech: Immersion:
LOGITECH, INC. IMMERSION CORPORATION
By: /s/ By: /s/ Xxxxx Xxxxxxxxx
------------------------------ ---------------------------------
Title: S.V.P./ G.M. Title: President
------------------------------ ---------------------------------
Date: April 13, 1998 Date: April 13, 1998
------------------------------ ---------------------------------
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