INTEL AND SILICON IMAGE CONFIDENTIAL
Exhibit 10.12
CONFIDENTIAL TREATEMENT REQUESTED
BUSINESS COOPERATION AGREEMENT
BETWEEN
SILICON IMAGE, INC. AND INTEL CORPORATION
This Agreement ("Agreement") is entered into as of September 16, 1998
("Effective Date") by and between Silicon Image, Inc. a California corporation,
having an office at 00000 Xxxx Xxxx, Xxxxxxxxx, XX 00000, U.S.A, ("SiI") and
Intel Corporation, a Delaware corporation, having an office at 0000 Xxxxxxx
Xxxxxxx Xxxx., Xxxxx Xxxxx, Xxxxxxxxxx 00000, X.X.X. ("Intel").
RECITALS
WHEREAS, Intel and SiI desire to share certain design, technical
information, and know-how to further the development and industry adoption of a
complete digital display interface method between the PC system and digital
desktop displays;
WHEREAS, Intel and SiI desire to document the digital display interfaces in
specifications and publish the specifications to the PC industry along with
associated reciprocal patent licenses;
WHEREAS, Intel and SiI desire to promote the specifications and an
associated technology roadmap to encourage industry adoption of the digital
display interface specifications;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
AGREEMENT
1. DEFINITIONS
1.1. "Advanced Transmitter" shall mean the layout of the most recent
version of SiI's proprietary transmitter circuit and 1/O circuit
(which SiI makes generally available to SiI's customers) which
encodes, formats and transfers Video Data from graphics controller
circuitry to a Receiver in accordance with the [***], such that the
Advanced Transmitter can transmit to and be understood by the then
most recent version (at the time Intel requests the Advanced
Transmitter under the agreement of Section 9.2) of the Receiver
generally released by SiI. The Advanced Transmitter shall not
include any technology or products that implement functionality not
included within the [***].
1.2. "Current Transmitter" shall mean the layout of the most recent
version of SiI's proprietary transmitter circuit and 1/O circuit
(which SiI makes generally available to SiI's customers) which
encodes, formats and transfers Video Data from graphics controller
circuitry to a Receiver in accordance with the TMDS protocol
specification as expressed or incorporated in the VESA Plug n
Display, Digital Flat Panel (DFP) group specifications or the [***]
Digital Display Interface Specification, such that the Current
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
Transmitter can transmit to and be understood by the then most
recent (at the time Intel requests the Current Transmitter under
the agreement of Section 9.1) version of the Receiver generally
released by SiI. The Current Transmitter supports, at a minimum,
XGA resolution. The Current Transmitter shall not include any
technology or products that implement functionality not included
within the specification corresponding to the Current Transmitter.
1.3. "Digital Display Interface Roadmap" shall mean a chart that sets
forth the key technology features for the [***] Digital Display
Interface Specifications.
1.4. "DDI Technical Information" shall mean design, technical
information, and know-how about the current TMDS interface that
is relevant to the [***] Digital Display Interface Specifications
and design, technical information, and know-how about future
enhancements to the TMDS interface relevant to the [***] Digital
Display Interface Specification, where such design, technical
information and know-how include, but are not limited to, the bus
protocols, coding and signaling protocols, signal set,
electricals (e.g., V-I curves, timings), mechanical interfaces
(e.g., cables, connectors), and the architecture/environment in
which interface compatible devices operate.
1.5. "IDF" shall mean an Intel Developers Forum event.
1.6. "Receiver" shall mean integrated circuitry that is dedicated to
providing support logic for a display device and that receives
serial-form encoded digital graphic information from a Current
Transmitter or Advanced Transmitter and decodes and de-serializes
the digital graphic information for display on the display device.
1.7. "[***] Draft Digital Display Interface Specification" shall mean
a draft specification that documents the current TMDS interface,
including, but not limited to, the bus protocols, coding and
signaling protocols, signal set, electricals (e.g., V-1 curves,
timings), mechanical interfaces (e.g., cables, connectors), and
the architecture/environment in which interface compatible
devices operate.
1.8. "[***] Digital Display Interface Specification" shall mean a
final-version specification that documents the current TMDS
interface, including, but not limited to, the bus protocols,
coding and signaling protocols, signal set, electricals (e.g.,
V-I curves, timings), mechanical interfaces (e.g., cables,
connectors), and the architecture/environment in which interface
compatible devices operate.
1.9. [***]
2. DIGITAL MONITOR INTERFACE SPECIFICATION DEVELOPMENT
2.1. Intel and SiI each agree to use reasonable and diligent efforts to
collaborate in the development of the [***] Digital Display
Interface Specifications [***]. Intel intends to [***]. However,
[***].
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
__________________________________________________________________
[***]
__________________________________________________________________
2.2. Intel and SiI each agree to use reasonable and diligent efforts to
identify enhancements to the current TMDS interface [***].
2.3. Between the Effective Date and the public release of the [***]
Digital Display Interface Specification, Intel and SiI each agree
to provide appropriate technical resources to develop, draft, and
review the [***].
2.4. [***], Intel and SiI each agree to provide appropriate technical
resources to develop, draft, and review the [***].
2.5. Intel and SiI each agree to use reasonable and good faith efforts
to agree on [***] development of the [***] Digital Display
Interface Specifications. [***] In the event that Intel and SiI
cannot agree on [***], Intel and SiI each agree that either party
may exercise the termination provision of Subsection 10.3.
2.6. TECHNICAL INFORMATION
2.6.1. Intel and SiI each agree to collaborate in good
faith on the identification and sharing of the DDI
Technical Information as needed for the
development of the [***] Digital Display Interface
Specifications.
2.6.2. Intel and SiI each agree that the technical
information to be exchanged in accordance with
Sections 2.6.1 and 3.1 shall be provided under:
2.6.2.1. the current Corporate Non Disclosure
Agreement (CNDA), Number 94185 dated
September 24, 1997 (included in
Exhibit F), or
2.6.2.2. separate agreements mutually agreed upon
by the parties.
2.6.3. Intel and SiI each acknowledge that certain
technical information may have been obtained from
third parties with confidentiality obligations
thereby restricting disclosure without approval of
the appropriate third party. Intel and SiI each
agree to make a reasonable effort to obtain third
party approval for disclosure of such relevant DDI
Technical Information to the other party.
3. TECHNOLOGY ROADMAP DEVELOPMENT
3.1. Intel and SiI each agree to use reasonable and diligent efforts to
collaborate in the development of the Digital Display Interface
Roadmap.
3.2. Intel and SiI each agree to use reasonable and good faith efforts
to agree on [***] development of the Digital Display Interface
Roadmap. [***]. In the event that Intel and SiI cannot agree on
[***] Intel and SiI each agree that either party may exercise the
termination provision of Subsection 10.3.
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
4. CONTENT AND PUBLICATION OF THE ROADMAP AND SPECIFICATIONS
4.1. Providing that SiI substantially contributes to the development of
the respective [***] Digital Display Interface Specifications, as
provided in Section 2, Intel agrees to include a statement in the
respective [***] Digital Display Interface Specifications
recognizing SiI's technical contribution to the respective
specifications.
4.2. SPECIFICATION CONTENT AND APPROVAL.
4.2.1. Intel and SiI each agree to use reasonable and good faith
efforts to agree on the content of the Digital Display
Interface Roadmap and the [***] Digital Display Interface
Specifications before their public release by Intel. In the
event that Intel and SiI cannot agree on the content of the
Digital Display Interface Roadmap, or the [***] Digital
Display Interface Specifications before their public
release, Intel and SiI each agree that either party may
exercise the termination provision of Subsection 10.3.
4.2.2. In preparing the [***] Digital Display Interface
Specifications for publication, Intel will provide SiI
(along with other specification developers) various draft
specifications for review and comment and approval by Intel
and SiI. Such draft specifications will be marked with the
header "DRAFT SPECIFICATION FOR REVIEW AND COMMENT." Intel
and SiI each agree that if within fourteen (14) days after
receiving a draft specification they do not provide to the
other party any written objection to the content of the
draft specification, the draft specification shall be deemed
an "Approved Specification." If within the fourteen (14)
days, any written objections are provided to the other
party, only the content of the draft specification not
specifically objected to by either party shall be deemed
"Approved Content."
4.3. Intel and SiI agree that Intel will be responsible to publish the
[***] Digital Display Interface Specifications to the industry.
4.4. After Intel has posted one of the [***] Digital Display Interface
Specifications on an Intel supported web site, SiI shall have the
right to provide a web link to the posted specification(s), or
reproduce and distribute exact electronic copies of the posted
specification(s), or reproduce and distribute exact paper copies of
the printed file(s) thereof.
4.5. SiI agrees not to assert any copyright claim with respect to
content of the Digital Display Interface Roadmap or the [***]
Digital Display Interface Specifications regarding SiI
contributions included in an Approved Specification or that are
Approved Content (see Subsection 4.2.2).
5. SEPARATE INTELLECTUAL PROPERTY AGREEMENTS
5.1. [***] SPECIFICATION LICENSE AGREEMENT FOR THE INDUSTRY. The
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT in
Exhibit B is entirely separate from this Agreement. Intel and SiI
each agree to jointly make the agreement of Exhibit B, or a
substantially similar agreement, available, on a non-discriminatory
basis, to the industry coincident
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
with the public release of the Approved Specification, [***]
Digital Display Interface Specification. Intel and SiI each agree
to execute the Exhibit B agreements that are signed and returned
to Intel or SiI by third parties with regard to Approved
Specifications. Intel shall retain the executed original
agreements and promptly provide copies to SiI.
[***]
6. PRODUCT ROADMAPS
6.1. Intel and SiI each agree to use reasonable and good faith efforts
to develop their respective product development plans in support of
the Approved Specifications in the Digital Display Interface
Roadmap, including the Approved Specification, [***] Digital
Display Interface Specification.
6.2. Intel and SiI each understand that rate of adoption of the Digital
Display Interface Roadmap, the [***] Digital Display Interface
Specifications, and their associated respective product development
is dependent to a large degree on the relative prices and
availability of flat panel displays, as well as other market
conditions, over which neither company has any material control.
7. PROMOTION OF THE ROADMAP AND DIGITAL MONITOR INTERFACE SPECIFICATIONS
7.1. Intel and SiI each agree that any of their respective public
statements regarding support of digital display interfaces will
indicate complete support of the Digital Display Interface Roadmap
and the associated [***] Digital Display Interface Specifications.
7.2. Intel and SiI each agree that the other party may publicize their
respective contributions (including providing intellectual
property) to the development of the Digital Display Interface
Roadmap and the [***] Digital Display Interface Specifications.
7.3. Intel and SiI each agree to use reasonable and good faith efforts
to coordinate their respective public messages regarding the
Digital Display Interface Roadmap, the associated [***] Digital
Display Interface Specifications, and their products that are
compatible with the [***] Digital Display Interface Specifications.
7.4. Intel agrees to disclose at an Intel sponsored or co-sponsored
event, the Digital Display Interface Roadmap and SiI's role as a
technical contributor. Intel intends to publicly disclose the
Digital Display Interface Roadmap [***].
7.5. Intel and SiI each agree to support and promote a mutually approved
Digital Display Interface Roadmap in their respective customer and
industry digital desktop display interface initiative efforts.
7.6. Upon public disclosure of the Approved Specification, [***] Digital
Display Interface Specification, Intel and SiI agree to use
reasonable and good faith efforts to support and promote industry
migration to the Approved Specification, [***] Digital Display
Interface Specification.
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
8. PROGRAM MANAGEMENT
8.1. Intel and SiI each agree to designate respective project managers
to coordinate their respective development efforts, and to hold
regular management review meetings to review the program's status,
progress and issues, as well as the exchange of DDI Technical
Information. Intel and SiI shall also attempt to identify and agree
on those additional elements to be included in the development
efforts under this Agreement.
8.2. Within ten (10) days after the Effective Date, and thereafter no
less than once a quarter during the term of the agreement, each
party will deliver copies of any items identified as being part of
the DDI Technical Information which have not already been delivered
to the other party.
8.3. It is understood by both parties that some elements of the
collaborative efforts may have been overlooked or that the
identified elements will evolve, be modified and/or enhanced during
the course of the parties' relationship. Both parties agree to
work together to ensure any omissions, modifications and/or
enhancements are quickly identified and raised for reasonable
resolution, with the intention of cooperating to ensure timely
completion of both parties' development efforts. In addition,
updates by either party to their respective development efforts
that could affect the other party's efforts will be reasonably made
available in a timely manner so as to help facilitate the
activities contemplated hereunder.
9. TRANSMITTER CORE TECHNOLOGY
9.1. CURRENT TMDS/[***] TRANSMITTER CORE. Intel and SiI agree to
separately negotiate in good faith an agreement for Intel to obtain
licenses to and receive SiI Current Transmitter and associated
design package information for integrating the Current Transmitter
into an Intel integrated circuit having VGA or similar graphics
functionality. [***]
9.2. [***] TRANSMITTER CORE. Intel and SiI agree to separately
negotiate in good faith an a agreement for Intel to obtain licenses
to and receive SiI's Advanced Transmitter and associated design
package information for integrating the Advanced Transmitter into
Intel's CPU, chipset, and/or graphics products, at Intel's
discretion. SiI agrees that agreement shall include terms and
conditions, mutually negotiated in good faith between the Parties,
[***].
10. EFFECTIVE DATE, TERM AND TERMINATION
10.1. TERM. This Agreement will become effective upon the Effective
Date, and shall continue in effect for a term of four (4) years,
unless otherwise terminated under the terms of this Agreement.
10.2. TERMINATION FOR CONVENIENCE. One (1) year after the public release
of the [***] Digital Display Interface Specification, thereafter
either party shall have the right to terminate this Agreement for
any reason or for no reason upon six (6) months prior written
notice to the other party.
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
10.2.1. In the event of termination under Subsection 10.2, the
terminating party agrees not to publish a competing
display interface specification or publicly promote a
competing display interface initiative for a period of
one (1) year after termination; provided that the
terminating and non-terminating party are free to design
and market products that support another display
interface.
10.2.2. Upon termination under Subsection 10.2, the terminating
party agrees not to assert any copyright in the [***]
Digital Display Interface Specification with respect to
material in any Approved Specification or that is
Approved Content (as set forth in 4.2.2).
10.2.3. Upon termination under Subsection 10.2, the terminating
party agrees to execute the respective Exhibit B and C
specification license agreements that are signed and
returned to Intel or SiI by third parties; provided that
at the time of termination, the respective [***] Digital
Display Interface Specification has been publicly
released and are respectively Approved Specifications
under Subsection 4.2.2. The terminating party agrees to
thereafter timely provide the signed agreements to the
non-terminating party.
10.2.4. The terms defined in quotes (e.g., "ABC" means) in this
Subsection 10.2.4 apply only to this Subsection 10.2.4
and not the rest of this Agreement. Effective upon
termination under Subsection 10.2, the terminating party
grants to the non-terminating party a non-exclusive,
royalty-free, nontransferable, world-wide license, with
rights to sublicense under LICENSED CLAIMS, to make, have
made, use, sell, offer to sell, and import products which
implement and comply with the [***] Digital Display
Interface Specification, including described options in
that specification; provided that such license under
Interface Claims shall not extend to features of a
product which are not required to implement and comply
with the Digital Display Interfaces; and provided that
such license under [***] shall not extend to features of
a product which are not used to implement and comply with
the Digital Display Interfaces. "LICENSED CLAIMS" means
Interface Claims, [***]. "INTERFACE CLAIMS" means claims
of a patent or patent application, which are owned or
controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface
Claims" does not include claims relating to manufacturing
technology, claims not required to be infringed in
complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. The "DIGITAL DISPLAY
INTERFACES" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and
bus protocols disclosed in, and required by, the most
recent (at the time of termination under Subsection 10.2)
Approved Specification (as provided in Subsection 4.2.2)
(hereinafter "Convenience Specification"), including
described options in the Convenience Specification. [***]
means claims of a patent or patent application, which are
owned or controlled by a party, to the extent that such
claims read on [***] does not include claims relating to
manufacturing technology, or claims which, if licensed,
would require a payment of royalties to unaffiliated
third parties. [***] means claims of a patent or patent
application, which are owned or controlled by a party, to
the extent that such claims read on [***]. [***] does
not include claims relating to manufacturing
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
technology, or claims which, if licensed, would require a
payment of royalties to unaffiliated third parties. [***].
10.3. TERMINATION FOR DISAGREEMENT. [***] Intel and SiI shall have the
right to terminate this Agreement upon thirty (30) days prior
written notice to the other party.
10.3.1. Upon termination under Subsection 10.3, both Intel and
SiI shall have the right under each party's copyrights to
publish derivative specifications based on the most
recent (at the time of termination under Subsection 10.3)
Approved Specification (as provided in Subsection 4.2.2)
(hereinafter "Disagreement Specification"). Intel and
SiI each agree not to assert any copyright claim in the
Disagreement Specification or derivative specifications
thereof.
10.3.2. Upon termination under Subsection 10.3, Intel and SiI
each agree to execute the Exhibit B and C agreements that
are signed and returned to Intel or SiI by third parties
provided that at the time of termination, the respective
[***] Digital Display Interface Specification has been
publicly released and are respectively Approved
Specifications under Subsection 4.2.2. Intel and SiI
each agree to provide the other with copies of the fully
executed Exhibit B and C agreements.
10.3.3. The terms defined in quotes (e.g., "ABC" means) in this
Subsection 10.3.3 apply only to this Subsection 10.3.3
and not the rest of this Agreement. Effective upon
termination under Subsection 10.3, Intel and SiI each
grant to the other party a non-exclusive, royalty-free,
non-transferable, worldwide license, with rights to
sublicense under LICENSED CLAIMS, to make, have made,
use, sell, offer to sell, and import products which
implement and comply with each party's next publicly
released digital display interface specification which is
each party's equivalent to the [***] Digital Interface
Specification, including described options in their
respective specification; provided that such license
under Interface Claims shall not extend to features of a
product which are not required to implement and comply
with the Digital Display Interfaces; and provided that
such license under [***] shall not extend to features of
a product which are not used to implement and comply with
the Digital Display Interfaces. "Licensed Claims" means
Interface Claims, [***]. "INTERFACE CLAIMS" means claims
of a patent or patent application, which are owned or
controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface
Claims" does not include claims relating to manufacturing
technology, claims not required to be infringed in
complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. The "DIGITAL DISPLAY
INTERFACES" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and
bus protocols disclosed in, and required by, the
Disagreement Specification, including described options
in that specification. [***] means claims of a patent or
patent application, which are owned or controlled by a
party, to the extent that such claims read on [***] does
not include claims relating
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[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
to manufacturing technology, or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. [***] means claims of a
patent or patent application, which are owned or
controlled by a party, to the extent that such claims
read on [***] does not include claims relating to
manufacturing technology, or claims which, if licensed,
would require a payment of royalties to unaffiliated
third parties. [***].
10.4. TERMINATION FOR BREACH. This Agreement may be terminated by either
party upon written notice to the other, if the other party breaches
any material term or condition of this Agreement and fails to
remedy the breach within sixty (60) days after being given written
notice thereof; provided however, that if such breach cannot be
cured within such sixty (60) day period, but (x) the breach is
capable of cure, (y) the breaching party commences to effect a cure
within such sixty (60) day period and (z) the breaching party
diligently pursues such cure, the breaching party will have so much
time as is reasonably necessary to cure such default.
10.4.1. In the event of termination under Subsection 10.4, the
breaching party agrees not to publish a competing display
interface specification or publicly promote a competing
display interface initiative for a period of one (1) year
after termination; provided that the breaching and
nonbreaching party are free to design and market products
that support another display interface.
10.4.2. Upon termination under Subsection 10.4, the breaching
party agrees not to assert any copyright in the [***]
Digital Display Interface Specification with respect to
material in any Approved Specification or that is
Approved Content (as set forth in Subsection 4.2.2).
10.4.3. Upon termination under Subsection 10.4, the breaching
party agrees to execute the respective Exhibit B and C
specification license agreements that are signed and
returned to Intel or SiI by third parties; provided that
at the time of termination, the respective [***] Digital
Display Interface Specification has been publicly
released and are respectively Approved Specifications
under Subsection 4.2.2. The breaching party agrees to
thereafter timely provide the signed agreements to the
non-terminating party.
10.4.4. The terms defined in quotes (e.g., "ABC" means) in this
Subsection 10.4.4 apply only to this Subsection 10.4.4
and not the rest of this Agreement. Effective upon
termination under Subsection 10.4, the breaching party
grants to the non-breaching party a non-exclusive,
royalty-free, nontransferable, world-wide license, with
rights to sublicense under LICENSED CLAIMS, to make, have
made, use, sell, offer to sell, and import products to
the extent such products incorporate circuitry which is
used to implement and comply with the [***] Digital
Display Interface Specification, including described
options in that specification. "LICENSED CLAIMS" means
Interface Claims, [***]. "INTERFACE CLAIMS" means claims
of a patent or patent application, which are owned or
controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface
Claims" does not include claims relating to manufacturing
technology, claims not required to be infringed in
complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if
licensed, would require a payment of royalties to
unaffiliated third parties. The "DIGITAL DISPLAY
INTERFACES" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and
bus protocols disclosed in, and required by, the most
recent (at the time of termination under
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document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
Subsection 10.2) Approved Specification (as provided in
Subsection 4.2.2) (hereinafter "Convenience
Specification"), including described options in the
Convenience Specification. [***]means claims of a
patent or patent application, which are owned or
controlled by a party, to the extent that such claims
read on [***] does not include claims relating to
manufacturing technology, or claims which, if licensed,
would require a payment of royalties to unaffiliated
third parties. [***] means claims of a patent or
patent application, which are owned or controlled by a
party, to the extent that such claims read on [***]
does not include claims relating to manufacturing
technology, or claims which, if licensed, would require
a payment of royalties to unaffiliated third parties.
[***].
10.5. EFFECT OF TERMINATION. The provisions of Sections 1, 4.1, 4.4, 4.5,
7.2, 9. 1, 10, 11, 12, 13, and 5.1 and 5.3 if the [***] Digital
Interface Specification has been publicly released and is an
Approved Specification, and 5.2 and 5.4 if the [***] Digital
Interface Specification has been publicly released and is an
Approved Specification will survive any termination or expiration
of this Agreement.
11. WARRANTY DISCLAIMER
Each party acknowledges that the development efforts to be taken hereunder
are speculative in nature and that there is no guarantee that the materials
contributed by either party will be error free or sufficient to complete all of
its development objectives. THEREFORE, EACH PARTY PROVIDES TECHNICAL INFORMATION
OR OTHER MATERIALS OR INFORMATION PROVIDED HEREUNDER TO THE OTHER PARTY "AS IS,"
AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE
WITH RESPECT TO TECHNICAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTY RIGHTS, AND
FITNESS FOR A PARTICULAR PURPOSE. In the event that either party discovers
defects or errors in the DDI Technical Information or other materials or
information delivered hereunder, that party's sole and exclusive remedy will be
for both parties to use their reasonable efforts to cooperate to correct any
such defects or errors.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF DATA, OR
FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, HOWEVER CAUSED,
ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION AND IN ANY WAY
OUT OF THIS AGREEMENT OR THE DESIGNS, PRODUCTS, INFORMATION OR OTHER TECHNOLOGY
PROVIDED PURSUANT TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10 WILL
APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDIES HEREUNDER.
13. MISCELLANEOUS PROVISIONS
13.1. NO ASSIGNMENT. This Agreement may not be assigned or otherwise
transferred, nor, except as expressly provided herein, may any
right or obligation hereunder be assigned or transferred, to a
third party by either party without the prior written consent of
the other party hereto. Notwithstanding the foregoing or anything
contained herein to the contrary, either party may transfer or
assign its licenses, rights and obligations under this
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document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
Agreement to (i) a wholly owned subsidiary who has sufficient
resources and rights to fulfill the terms of this Agreement or
(ii) a successor to all or substantially all of its business or
assets relating to this Agreement who has sufficient resources
and rights to fulfill the terms of this Agreement whether by
sale, merger, operation of law or otherwise.
13.2. NOTICE. All notices required or permitted to be given hereunder
shall be 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 SiI: If to Intel:
--------- -----------
President General Counsel
Silicon Image, Inc. Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxx.
00000 Xxxx Xxxx Xxxxx Xxxxx, XX 00000
Xxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America
United States of America
Such notices shall be deemed to have been served when received by
addressee or, if delivery is not accomplished by reason of some
fault 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.
13.3. NO RULE OF STRICT CONSTRUCTION. Regardless of which party may have
drafted this Agreement, no rule of strict construction shall be
applied against either party. If any provision of this Agreement is
determined by a court to be unenforceable, the parties shall deem
the provision to be modified to the extent necessary to allow it to
be enforced to the extent permitted by law, or if it cannot be
modified, the provision will be severed and deleted from this
Agreement, and the remainder of the Agreement will continue in
effect.
13.4. TAXES. Each party shall be responsible for the payment of its own
tax liability arising from this transaction.
13.5. ENTIRE AGREEMENT. This Agreement embodies the entire understanding
of the parties with respect to the subject matter hereof, and
merges all prior discussions between them, and neither of the
parties shall be bound by any conditions, definitions, warranties,
understandings, or representations with respect to the subject
matter hereof other than as expressly provided herein. No oral
explanation or oral information by either party hereto shall alter
the meaning or interpretation of this Agreement.
13.6. MODIFICATION; WAIVER. No modification or amendment to this
Agreement, nor any waiver of any rights, will be effective unless
assented to in writing by the party to be charged, and the waiver
of any breach or default will not constitute a waiver of any other
right hereunder or any subsequent breach or default.
11
INTEL AND SILICON IMAGE CONFIDENTIAL
13.7. GOVERNING LAW. This 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 California, without reference to
conflict of laws principles.
13.8. JURISDICTION. Intel and SiI agree that all disputes and litigation
regarding this Agreement and matters connected with its performance
shall be subject to the exclusive jurisdiction of the courts of the
State of California or of the Federal courts sitting therein.
13.9. CONFIDENTIALITY OF TERMS. The parties hereto shall keep the terms
of this Agreement confidential and shall not now or hereafter
divulge these terms to any third party except:
13.9.1. with the prior written consent of the other party; or
13.9.2. to any governmental body having jurisdiction to call
therefor; or
13.9.3. subject to 13.9.4 below, as otherwise may be required by
law or legal process, including to legal and financial
advisors in their capacity of advising a party in such
matters; or
13.9.4. during the course of litigation so long as the disclosure
of such terms and conditions are restricted in the same
manner as is the confidential information of other
litigating parties and so long as (a) the restrictions
are embodied in a court-entered Protective Order and
(b) the disclosing party informs the other party in
writing at least ten (10) days in advance of the
disclosure; or
13.9.5. in confidence to legal counsel, accountants, banks and
financing sources and their advisors solely in connection
with complying with financial transactions.
The parties shall cooperate in preparing and releasing an announcement, if
any, relating to this Agreement.
13.10. PRESS RELEASES.
13.10.1. No publicity or information regarding this Agreement will
be given or released by either party without the express
authorization of the other party, which authorization
shall not be unreasonable withheld.
13.10.2. Neither party shall make or authorize any news release,
advertisement, or other public disclosure which shall
deny or confirm the existence of this Agreement, without
the written consent of the other party which consent
shall not be unreasonably withheld.
13.11. COMPLIANCE WITH LAWS. Anything contained in this Agreement to the
contrary notwithstanding, the obligations of the parties hereto and
of the Subsidiaries of the parties shall be subject to all laws,
present and future, of any government having jurisdiction over the
parties hereto or the Subsidiaries of the parties, and to orders,
regulations, directions or requests of any such government.
12
INTEL AND SILICON IMAGE CONFIDENTIAL
13.12. EXPORT CONTROLS. Each party understands and acknowledges that DDI
Technical Information, software, and other information and
materials transferred hereunder are subject to the export licensing
requirements of the U.S. Government. If any of these are to be
exported by either party, it is that parties sole responsibility to
make timely application in its own name for any export license
required by U.S. export control laws and regulations.
13.13. FORCE MAJEURE. The parties hereto shall be excused from any failure
to perform any obligation hereunder to the extent such failure is
caused by war, acts of public enemies, strikes or other labor
disturbances, fires, floods, acts of God, or any causes of like or
different kind beyond the control of the parties.
13.14. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, all of which, taken together, will be regarded as one
and the same instrument.
13.15. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by duly authorized officers or representatives on the date below
written.
INTEL CORPORATION Silicon Image, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxx
--------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxxx Xxxxx X. Xxx
------------------------------- --------------------------------
Printed Name Printed Name
Vice President, General Manager CEO
------------------------------- --------------------------------
Title Title
9-14-98 September 16, 1998
------------------------------- --------------------------------
Date Date
[SIGNATURE PAGE TO BUSINESS COOPERATION AGREEMENT
BETWEEN SILICON IMAGE, INC. AND INTEL CORPORATION]
13
INTEL AND SILICON IMAGE CONFIDENTIAL
EXHIBIT A
DEVELOPMENT AGREEMENT FOR THE
DIGITAL DISPLAY INTERFACE SPECIFICATIONS
INTEL AND SILICON IMAGE CONFIDENTIAL
DEVELOPMENT AGREEMENT FOR THE DIGITAL DISPLAY INTERFACE SPECIFICATIONS
Intel and Silicon Image, Inc. are developing a digital display technology
roadmap and draft specifications which may become appropriate for publication
and industry-wide adoption and seeks the counsel, advice, and input of ABC
COMPANY ("ABC"). In order to facilitate consultations between ourselves and with
other industry participants, this Agreement sets out the legal terms which will
govern those consultations.
TERMS. "INTEL" refers to Intel Corporation. "SII" REFERS TO SILICON IMAGE, INC.
"PARTICIPANT" refers to the industry participant named above. "FELLOW
PARTICIPANTS" refers to other industry participants identified by Intel who have
executed appropriate confidentiality agreements. "DRAFT SPECIFICATIONS" refers
to the "PRELIMINARY VERSIONS OF EACH OF THE FOLLOWING [***] SPECIFICATIONS: THE
DIGITAL DISPLAY INTERFACE SPECIFICATIONS, [***]" being prepared by Intel and
generally relating to the subject of an interface for integrating digital
display devices in a computer system environment.
CONSULTATION. Intel, SiI, and Participant may consult with each other on the
content, feasibility, and other aspects of one or more revisions of the Draft
Specifications. Intel shall be free to incorporate the suggestions of
Participant into the Draft Specifications, and also into the Digital Display
Interface Specifications, [***] and the digital display technology roadmap which
Intel intends to publicly release. Participant agrees not to assert any
copyright claim related to the Specifications.
IN CONFIDENCE. Participant will maintain the Draft Specifications in confidence
with at least the same degree of care that it uses to protect its own
confidential and proprietary information, but no less than a reasonable degree
of care under the circumstances and will neither disclose nor copy the Draft
Specifications except as necessary for its employees with a need to know. Any
copies which are made will be marked "confidential," "proprietary" or with a
similar legend. Unless the parties agree otherwise, this obligation of
confidentiality will expire on DECEMBER 31, 2003. A party will not be liable for
the disclosure of any information as required by law or which is:
included in the final, publicly released, version of one of
the Specifications, or rightfully in the public domain other
than by such party's breach of a duty; or rightfully received
from a third party without any obligation of confidentiality;
or independently developed by employees of the receiving
party.
FELLOW PARTICIPANTS. Intel may invite additional parties to become Fellow
Participants. When Intel identifies such a Fellow Participant, and such Fellow
Participant has executed a similar confidentiality agreement, the Participant
shall be free to exchange information relating to the Draft Specification with
such party, and such information shall be treated as confidential as provided
above.
EARLY TERMINATION. Any party may terminate this agreement at any time without
cause upon written notice to the other. All obligations of confidentiality,
rights to incorporate the suggestions of Participant into the Specifications,
and non-assertion of copyright claims will survive the termination of this
agreement.
GENERAL. This Agreement does not create a joint venture, partnership or other
form of business association between the parties, nor an obligation to buy or
sell products implementing the Specifications. This Agreement will be governed
by the laws of Delaware. All parties understand and acknowledge that, except as
expressly granted herein in writing, no other license under any patent,
copyrights, or other intellectual property right is granted to or conferred upon
either party in this Agreement or by the transfer
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
of any information by one party to the other party as contemplated hereunder,
either by implication, inducement, estoppel or otherwise.
AGREED:
INTEL CORPORATION PARTICIPANT
By: By:
------------------------- -------------------------
---------------------------- ----------------------------
Printed Name Printed Name
---------------------------- ----------------------------
Title Title
---------------------------- ----------------------------
Date Date
SILICON IMAGE, INC.
By:
-------------------------
----------------------------
Printed Name
----------------------------
Title
----------------------------
Date
INTEL AND SILICON IMAGE CONFIDENTIAL
EXHIBIT B
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
FOR THE INDUSTRY
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
-------------------------------------------------------------------------------
THIS IS A ROYALTY-FREE, RECIPROCAL PATENT LICENSE PROVIDED BY INTEL AND
SILICON IMAGE FOR ADOPTERS OF THE DIGITAL DISPLAY INTERFACE SPECIFICATION,
[***] WHO WISH TO MAKE USE OF THE DIGITAL DISPLAY INTERFACES ("DDI")
DESCRIBED IN THE DIGITAL DISPLAY INTERFACE SPECIFICATIONS, IN THEIR
DDI-COMPLIANT PRODUCTS. WHEN ADOPTER'S AUTHORIZED REPRESENTATIVE SIGNS THIS
AGREEMENT AND DELIVERS IT TO INTEL AT THE ADDRESS BELOW, THIS AGREEMENT WILL
BE LEGALLY BINDING AND WILL EXTEND TO ALL FELLOW ADOPTERS.
-------------------------------------------------------------------------------
1. Definitions: As used in this Agreement,
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel") , Silicon Image, Inc.
("SiI"), and any other entity which executes or has executed and delivered
to Intel Corporation a substantially identical counterpart of this
Agreement, including any entity which directly or indirectly controls, is
controlled by, or is under common control with a Fellow Adopter, so long as
such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The "Digital Display Interfaces" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and bus protocols
disclosed in, and required by, the Digital Display Interface Specification,
including described options in that specification.
[***]
- "interface Claims" means claims of a patent or patent application, which
are owned or controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface Claims" does not
include claims relating to manufacturing technology, claims not required to
be infringed in complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if licensed, would
require a payment of royalties to unaffiliated third parties.
[***]
- "Licensed Claims" means Interface Claims [***].
2. Reciprocal License
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable, worldwide
license under its Licensed Claims to make, have made, use, import, offer to
sell and sell products which implement and comply with the Digital Display
Interfaces; provided that such license under Interface Claims shall not
extend to features of a product which are not required to implement and
comply with the Digital Display Interfaces; [***].
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
3. General Legal Points
- NOT PARTNERS. The Parties are independent companies and are not partners or
joint venturers with each other. Intel is not acting on behalf of any other
entity including, but not limited to, other adopters or promoters of the
Digital Display Interface Specification.
- NO WARRANTY. The Digital Display Interface Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, FITNESS FOR ANY
PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
- DAMAGES. Neither Party will be liable to the other for any loss of profits,
loss of use, incidental, consequential, indirect, or special damages
arising out of this Agreement, whether or not such party had advance notice
of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the laws
of Delaware. Any litigation arising out of this Agreement shall take place
in Delaware, and the Parties irrevocably consent to jurisdiction of the
state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights. No modifications or
additions to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
SILICON IMAGE, INC.
By:
--------------------------------
Vice-President
Date:
--------------------------------
INTEL CORPORATION ADOPTER
--------------------------------
By: (Company Name)
--------------------------------
Vice-President
By:
------------------------------
Date:
-------------------------------
Name:
-----------------------------
Address:
Intel Corporation Title:
Digital Display Interface Office ---------------------------
M/S: Date:
0000 Xxxxxxx Xxxxxxx Xxxx. ---------------------------
Xxxxx Xxxxx, XX 00000-0000
INTEL AND SILICON IMAGE CONFIDENTIAL
EXHIBIT C
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
FOR THE INDUSTRY
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
-------------------------------------------------------------------------------
THIS IS A ROYALTY-FREE, RECIPROCAL PATENT LICENSE PROVIDED BY INTEL AND SILICON
IMAGE FOR ADOPTERS OF THE DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] WHO
WISH TO MAKE USE OF THE DIGITAL DISPLAY INTERFACES ("DDI") DESCRIBED IN THE
DIGITAL DISPLAY INTERFACE SPECIFICATIONS, IN THEIR DDI-COMPLIANT PRODUCTS. WHEN
ADOPTER'S AUTHORIZED REPRESENTATIVE SIGNS THIS AGREEMENT AND DELIVERS IT TO
INTEL AT THE ADDRESS BELOW, THIS AGREEMENT WILL BE LEGALLY BINDING AND WILL
EXTEND TO ALL FELLOW ADOPTERS.
-------------------------------------------------------------------------------
1. Definitions: As used in this Agreement,
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel") , Silicon Image, Inc.
("SiI"), and any other entity which executes or has executed and delivered
to Intel Corporation a substantially identical counterpart of this
Agreement, including any entity which directly or indirectly controls, is
controlled by, or is under common control with a Fellow Adopter, so long as
such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The "Digital Display Interfaces" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and bus protocols
disclosed in, and required by, the Digital Display Interface Specification,
including described options in that specification.
[***]
- "interface Claims" means claims of a patent or patent application, which
are owned or controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface Claims" does not
include claims relating to manufacturing technology, claims not required to
be infringed in complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if licensed, would
require a payment of royalties to unaffiliated third parties.
[***]
- "Licensed Claims" means Interface Claims [***].
2. Reciprocal License
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable, worldwide
license under its Licensed Claims to make, have made, use, import, offer to
sell and sell products which implement and comply with the Digital Display
Interfaces; provided that such license under Interface Claims shall not
extend to features of a product which are not required to implement and
comply with the Digital Display Interfaces; [***].
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
3. General Legal Points
- NOT PARTNERS. The Parties are independent companies and are not partners or
joint venturers with each other. Intel is not acting on behalf of any other
entity including, but not limited to, other adopters or promoters of the
Digital Display Interface Specification.
- NO WARRANTY. The Digital Display Interface Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, FITNESS FOR ANY
PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
- DAMAGES. Neither Party will be liable to the other for any loss of profits,
loss of use, incidental, consequential, indirect, or special damages
arising out of this Agreement, whether or not such party had advance notice
of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the laws
of Delaware. Any litigation arising out of this Agreement shall take place
in Delaware, and the Parties irrevocably consent to jurisdiction of the
state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights. No modifications or
additions to or deletions from this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
SILICON IMAGE, INC.
By:
--------------------------------
Vice-President
Date:
--------------------------------
INTEL CORPORATION ADOPTER
--------------------------------
By: (Company Name)
--------------------------------
Vice-President
By:
------------------------------
Date:
-------------------------------
Name:
-----------------------------
Address:
Intel Corporation Title:
Digital Display Interface Office ---------------------------
M/S: Date:
0000 Xxxxxxx Xxxxxxx Xxxx. ---------------------------
Xxxxx Xxxxx, XX 00000-0000
INTEL AND SILICON IMAGE CONFIDENTIAL
EXHIBIT D
[***]
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
INTEL AND SILICON IMAGE CONFIDENTIAL
EXHIBIT E
[***]
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
EXHIBIT F
COPY OF CORPORATE NON DISCLOSURE AGREEMENT (CNDA), NUMBER 94185
BETWEEN INTEL AND SII
AGREEMENT DATE: , 199 CNDA# 94185
--------------- -- --------------------------
CORPORATE NON-DISCLOSURE AGREEMENT
This Corporate Non-Disclosure Agreement ("Agreement") is entered into and
made effective as of the date set forth above, by and between Intel
Corporation ("Intel"), and the Participant identified below ("Participant").
Unless the Participant indicates that this Agreement will apply only to a
specific division or location, this Agreement will apply to the Participant's
entire company.
THE PARTIES AGREE AS FOLLOWS:
1. CONFIDENTIAL INFORMATION TRANSMITTAL FORM. This confidential
proprietary and trade secret information of the disclosing party
("Confidential Information") to be disclosed hereunder is that
information which (i) is described in the Confidential Information
Transmittal Record ("CITR") excluded from time to time hereinafter
and (ii) is marked with "confidential", "proprietary", or similar
legend. CITRs are subject to the terms of this Agreement. CITRs
will be executed by the parties prior to the disclosure of
Confidential Information. All Confidential Information received
from the disclosing party will be in tangible form. To be
considered Confidential Information, non-tangible disclosures must
be identified as confidential prior and [reduced in writing],
marked as provided above and delivered to the receiving party
within thirty (30) days of the original date of disclosure. The
CITR will indicate the disclosing party, a description of the
Confidential Information disclosed, the names of the
representatives of the parties and the date when the disclosure
covered by the CITR commenced.
2. OBLIGATIONS OF RECEIVING PARTY. The receiving party will maintain
the confidentiality of the Confidential Information of the
disclosing party with at least the same degree of care that it uses
to protect its own confidential and proprietary information, but no
less than a reasonable degree of care under the circumstances. The
receiving party will not disclose any of the disclosing party's
confidential information to any employees or to any third parties
except the receiving party's employees, parent company and
majority-owned subsidiaries who have a need to know and who agree
to abide by non-disclosure terms at least as comprehensive as those
set forth herein provided that the receiving party will be liable
for breach by any such entity. The receiving party will not make
any copies of the Confidential Information received from the
disclosing party except as necessary for employees, parent company
and majority-owned subsidiaries with a need to know. Any copies
which are made will be identified as belonging to the disclosing
party and marked "confidential", "proprietary", or with a similar
legend.
3. PERIOD OF NON-ASSERTION. Unless a shorter period is indicated in
the applicable CITR, the disclosing party will not assert any
claims of breach of this Agreement or misappropriation of trade
secrets against the receiving party arising from the receiving
party's disclosure or the disclosing party's Confidential
Information made more than five (5) years from the date of the CITR
under which such Confidential Information was disclosed. However,
unless at least one of the exceptions set forth in Section 4 below
has occurred, the receiving party will continue to treat such
Confidential Information as the confidential information of the
disclosing party and only disclose any such Confidential
Information to third parties under the terms of a non-disclosure
agreement.
4. TERMINATION OF OBLIGATION OF CONFIDENTIALITY. The receiving party
will not be liable for the disclosure of any Confidential
Information which is
(a) rightfully in the public domain other than by a breach of a duty
in the disclosing party;
(b) rightfully received from third party without any obligation of
confidentiality;
(c) rightfully known to the receiving party without any limitation on
use or disclosure prior to its receipt from the disclosing party;
(d) independently developed by employees of the receiving party; or
(e) generally made available to third parties by the disclosing
party without restriction on disclosure.
5. TITLE. Title or the right to possess Confidential Information as
between the parties will remain in the disclosing party.
6. NO OBLIGATION OF DISCLOSURE, TERMINATION. Neither party has any
obligation to disclose Confidential Information to the other.
Either party may terminate this Agreement at any time without cause
upon written notice to the other party; provided that each party's
obligations with respect to Confidential Information disclosed
during the term of this Agreement will survive any such
termination. Either party may, at any time, (a) cease giving
Confidential Information to the other party without any liability;
and/or (b) request in writing the return or destruction of all or
part of its Confidential Information previously disclosed, and all
copies thereof, and the receiving party will promptly comply with
such request and certify in writing its compliance.
7. RESIDUALS. Notwithstanding anything herein to the contrary, either
party may use the Residuals for any purpose, including without
limitation, use in development, manufacture, promotion, sale and
maintenance of its products and services; provided that this right
in Residuals does not represent a license under any patents,
copyrights or other intellectual property rights of the disclosing
party. The term "Residual" means any information retained in the
unaided memories of the receiving party's employees who have had
access to the disclosing party's Confidential Information pursuant
to the terms of this Agreement. An employee's memory is unaided if
the employee has not intentionally memorized the Confidential
Information for the purpose of retaining and subsequently using or
disclosing it.
8. GENERAL.
(a) This Agreement is neither intended to nor will it be construed
as creating a joint venture, partnership or other form of
business association between the parties nor an obligation
to buy or sell products using or incorporating the Confidential
Information.
(b) Both parties understand and acknowledge that no license under
any patent, copyright, trade secret or other intellectual
property right is granted to or conferred upon either party
in this Agreement or by the disclosure of any Confidential
Information by one party to the other party as contemplated
hereunder, either expressly, by implication, inducement,
estoppel or otherwise, and that an license under such
intellectual property rights must be express and in writing.
(c) The failure of either party to enforce any right resulting
from breach of any provision of this Agreement by the other
party will not be deemed a waiver of any right relating to
a subsequent breach of such provision or any other right
hereunder.
(d) This Agreement will be governed by the laws of the State
of Delaware without reference to conflict of law principles.
(e) This Agreement, any accompanying CITR and CITRs executed from
time to time hereafter which incorporate the terms of this
Agreement, constitutes the entire agreement between the
parties with respect to the disclosure(s) of Confidential
Information described in each CITR, and may not be amended
except in a writing signed by a duly authorized representative
of the respective parties. Any other agreement between the
parties, including non-disclosure agreements, will not be
affected by this Agreement.
INTEL CONTACT: XXXXXXX XXXXXX M/S: TEL. NO.
------------------- ------------------------------- ------------------------
AGREED: PARTICIPANT AND INTEL AGREE THAT PARTICIPANT: SILICON IMAGE
INTEL CORPORATION THIS AGREEMENT SHALL SUPERCEDE 00000 XXXX XX.
0000 Xxxxxxx Xxxxxxx Xxxx. SECTION 1.2 OF PARTICIPANT'S XXXXX Xxxxxxx
Xxxxx Xxxxx, XX 00000-0000 AMENDED AND RESTATED INVESTORS XXXXXXXXX XX 00000
RIGHTS AGREEMENT DATED JULY 29, 1998. (city) (state) (zip)
--------------------------
Intel
/s/ [Illegible] /s/ Xxxxx X. Xxxxxxxx
--------------------------------------------------------- --------------------------------------
Signature (V.P.) Signature of Authorized Representative
(e.g, President or Vice President)
Vice President Director of Sales Xxxxx X. Xxxxxxxx
--------------------------------------------------------- --------------------------------------
Printed Name Printed Name
President
--------------------------------------------------------- --------------------------------------
Title Title
PARTICIPANT
CONFIDENTIAL
10/98 AMENDMENT TO THE
BUSINESS COOPERATION AGREEMENT
BETWEEN
SILICON IMAGE, INC AND INTEL CORPORATION
This Amendment to the BCA ("10/98 BCA Amendment") is entered into as of
October 30, 1998 ("Effective Date") by and between Silicon Image, Inc. a
California corporation, having an office at 00000 Xxxx Xxxx, Xxxxxxxxx, XX
00000, U.S.A, ("SiI") and Intel Corporation, a Delaware corporation, having an
office at 0000 Xxxxxxx Xxxxxxx Xxxx., Xxxxx Xxxxx, Xxxxxxxxxx 00000, X.X.X.
("Intel").
RECITALS
WHEREAS, obtaining, support and participation from other key companies in
the development of the digital display interface specification(s) may require
that Intel and SiI enter into one or more separate digital display interface
specification development agreement(s) that may materially conflict with one or
more terms of the existing BCA and/or Exhibit A therein and may provide a
materially different working group structure;
WHEREAS, Intel and SiI each desire that their rights and obligations under
the BCA shall apply, to the extent possible, to their respective activities in
the DDI Working Group and the [***] Digital Display Interface Specifications
developed by the DDI Working Group;
WHEREAS, Intel and SiI desire to modify the specification license
agreements provided in Exhibits B, C, D, and E of the BCA and also desire that
all the rights and obligations contained in the BCA regarding executing the
amended [***] Exhibits D and/or E herein, as applicable, shall apply to the
digital display interface specifications produced [***] by the DDI Working
Group;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
AGREEMENT
1. ADDITIONAL DEFINITIONS
1.1. "BCA" shall mean the existing BUSINESS COOPERATION AGREEMENT BETWEEN
SILICON IMAGE, INC. AND INTEL CORPORATION.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
1.2. "DDI Working Group" shall mean a group including Intel, Silicon Image,
and one or more other entities that enter into a DDI [***] WG
Agreement and/or DDI [***] WG Agreement in order to cooperate in
developing the [***] Digital Display Interface Specifications.
1.3. "DDI [***] WG Agreement" shall mean an agreement, other than the BCA
or Exhibit A therein, executed by the DDI Working Group that provides
for joint development of the [***] Digital Display Interface
Specification by the DDI Working Group and that provides a working
group structure that materially differs from that provided by the
existing BCA and Exhibit A therein and/or includes terms that
materially differ from and conflict with one or more terms of the BCA
and/or Exhibit A therein.
1.4. "DDI [***] WG Agreement" shall mean an agreement, other than the BCA
or Exhibit A therein, executed by the DDI Working Group that provides
for joint development of the [***] Digital Display Interface
Specification by the DDI Working Group and that provides a working
group structure that materially differs from that provided by the
existing BCA and Exhibit A therein and/or includes terms that
materially differ from and conflict with one or more terms of the BCA
and/or Exhibit A therein.
2. CHANGES TO EXHIBITS B AND C OF THE BCA. Intel and SiI each agree that the
Exhibit B and C amended industry specification license agreements provided
in this 10/98 BCA Amendment replace the BCA Exhibit B and C industry
specification license agreements, respectively.
3. [***]
4. CHANGES TO BCA SECTION 5.3 IF A DDI WORKING GROUP RELEASES A DIGITAL
DISPLAY INTERFACE SPECIFICATION. If Intel and SiI enter into a DDI [***]
WG Agreement and the DDI Working Group publicly releases a [***] Digital
Display Interface Specification, Intel and SiI each agree that Section 5.3
of the BCA shall be amended as set forth below.
[***]
5. CHANGES TO BCA SECTION 5.4 IF A DDI WORKING GROUP RELEASES A DIGITAL
DISPLAY INTERFACE SPECIFICATION. If Intel and SiI enter into a DDI [***]
WG Agreement and the DDI Working Group publicly releases a [***] Digital
Display Interface Specification, Intel and SiI each agree that Section 5.4
of the BCA shall be amended as set forth below.
[***]
6. EFFECT OF INTEL/SII SPECIFICATION APPROVAL AS PART OF WG. In the event
that Intel and SiI enter into a DDI [***] WG Agreement and/or DDI [***] WG
Agreement and the agreement provides for individual working group members
to approve or disapprove the working group digital display interface
specifications, Intel and SiI each agree that their
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
respective approval of any such draft or final specifications, whether
under the BCA and/or under the DDI WG Agreement, shall deem that
specification an Approved Specification for the purposes of the BCA and
Section 4.2.2 therein.
7. APPLICABILITY OF BCA TO INTEL'S AND SII'S DDI WORKING GROUP ACTIVITIES. If
Intel and SiI enter into a DDI [***] WG Agreement and/or a DDI [***] WG
Agreement, Intel and SiI each agree that to the extent that the BCA is not
in direct conflict with the DDI [***] WG Agreement and/or DDI [***] WG
Agreement, the BCA shall apply to their respective activities in the DDI
Working Group and the [***] Digital Display Interface Specifications
developed by the DDI Working Group.
8. POSSIBLE FUTURE AMENDMENTS TO THE BCA. If Intel and SiI enter into a DDI
[***] WG Agreement and/or a DDI [***] WG Agreement, Intel and SiI each
agree to negotiate in good faith to amend the BCA solely to address any
material conflicts between the DDI [***] WG Agreement and the BCA and/or
the DDI [***] WG Agreement and the BCA, respectively. Intel and SiI each
agree that any such amendment(s) shall preserve to the extent possible
their rights and obligations under the BCA as applied to their respective
activities in the DDI Working Group and the [***] Digital Display Interface
Specifications developed by the DDI Working Group.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by duly authorized officers or representatives on the date below
written.
INTEL CORPORATION Silicon Image, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxxxxx Xxxxx X. Xxx
-------------------------------- --------------------------------
Printed Name Printed Name
V.P., General Manager CEO
-------------------------------- --------------------------------
Title Title
12-7-98
-------------------------------- --------------------------------
Date Date
[SIGNATURE PAGE TO 10/98 AMENDMENT TO THE BUSINESS COOPERATION
AGREEMENT BETWEEN SILICON IMAGE, INC. AND INTEL CORPORATION]
Exhibit A
THIS 10/98 BCA AMENDMENT MAKES NO CHANGES TO EXHIBIT A OF THE BCA.
Amended Exhibit B of the BCA
AMENDED
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
for the Industry
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
-------------------------------------------------------------------------------
This is a royalty-free, reciprocal patent license provided by Intel and Silicon
Image for Adopters of the Digital Display Interface Specification, [***] who
wish to make use of the Digital Display Interfaces ("DDI") described in the
Digital Display Interface Specifications, in their DDI-compliant products. When
Adopter's authorized representative during the Adoption Period signs this
Agreement and delivers it to Intel at the address below, this Agreement will be
legally binding and will extend to all Fellow Adopters.
-------------------------------------------------------------------------------
1. DEFINITIONS: As used in this Agreement,
- "Adoption Period" means any time prior to the later of (1) the date six (6)
months after [INSERT the public release date of the Digital Display
Interface Specification] or (2) the date six (6) months after Adopter first
sells a product that includes a Compliant Portion.
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel"), Silicon Image, Inc.
("SiI"), and any other entity which during the Adoption Period executes and
delivers or has executed and delivered to Intel Corporation a substantially
identical counterpart of this Agreement, including any of the party's
Affiliates.
- "Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with the subject party, so long
as such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The " Digital Display Interfaces" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and bus protocols
disclosed in, and required by, the Digital Display Interface Specification,
including described options in that specification.
- "Interface Claims" means claims of a patent or patent application, which
are owned or controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface Claims" does not
include claims relating to manufacturing technology, claims not required to
be infringed in complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if licensed, would
require a payment of royalties to unaffiliated third parties.
- "Compliant Portion" means portions of products (hardware, software or
combinations thereof) that implement and are compliant with the Digital
Display Interfaces.
2. RECIPROCAL LICENSE
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable, worldwide
license under its Interface Claims to make, have made, use, import, offer
to sell and sell products which implement and comply with the Digital
Display Interfaces; provided that such license under Interface Claims shall
not extend to features of a product which are not required to implement and
comply with the Digital Display Interfaces.
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
3. GENERAL LEGAL POINTS
- NOT PARTNERS. The Parties are independent companies and are not partners or
joint venturers with each other. Intel is not acting on behalf of any other
entity including, but not limited to, other adopters or promoters of the
Digital Display Interface Specification.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
- NO WARRANTY. The Digital Display Interface Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, FITNESS FOR ANY
PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.
- DAMAGES. Neither Party will be liable to the other for any loss of
profits, loss of use, incidental, consequential, indirect, or special
damages arising out of this Agreement, whether or not such party had
advance notice of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the
laws of Delaware. Any litigation arising out of this Agreement shall take
place in Delaware, and the Parties irrevocably consent to jurisdiction of
the state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights. No modifications or
additions to or deletions fi7om this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
Silicon Image, Inc.
By:
---------------------------------
Vice-President
Date:
---------------------------------
INTEL CORPORATION ADOPTER
By:
--------------------------------- -----------------------------
Vice-President (Company Name)
Date: By:
--------------------------------- --------------------------
Address: Name:
-------------------------
Intel Corporation
Digital Display Interface Office Title:
M/S: -------------------------
0000 Xxxxxxx Xxxxxxx Xxxx. Date:
Xxxxx Xxxxx, XX 00000-0000 -------------------------
Amended Exhibit C of the BCA
Amended
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***] AGREEMENT
for the Industry
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
-------------------------------------------------------------------------------
This is a royalty-free, reciprocal patent license provided by Intel and Silicon
Image for Adopters of the Digital Display Interface Specification, [***] who
wish to make use of the Digital Display Interfaces ("DDI") described in the
Digital Display Interface Specifications, in their DDI-compliant products. When
Adopter's authorized representative during the Adoption Period signs this
Agreement and delivers it to Intel at the address below, this Agreement will be
legally binding and will extend to all Fellow Adopters.
-------------------------------------------------------------------------------
1. DEFINITIONS: As used in this Agreement,
- "Adoption Period" means any time prior to the later of (1) the date six (6)
months after [INSERT the public release date of the Digital Display
Interface Specification] or (2) the date six (6) months after Adopter first
sells a product that includes a Compliant Portion.
- "Adopter" is the party identified at the end of this Agreement.
- "Fellow Adopters" are Intel Corporation ("Intel"), Silicon Image, Inc.
("SiI"), and any other entity which during the Adoption Period executes and
delivers or has executed and delivered to Intel Corporation a substantially
identical counterpart of this Agreement, including any of the party's
Affiliates.
- "Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with the subject party, so long
as such control exists.
- The "Digital Display Interface Specification" is the document entitled
DIGITAL INTERFACE SPECIFICATION, [***], published by Intel.
- The " Digital Display Interfaces" are the electrical interfaces, mechanical
interfaces, signals, signaling and coding protocols, and bus protocols
disclosed in, and required by, the Digital Display Interface Specification,
including described options in that specification.
- "Interface Claims" means claims of a patent or patent application, which
are owned or controlled by a party, that must be infringed in order to
comply with the Digital Display Interfaces. "Interface Claims" does not
include claims relating to manufacturing technology, claims not required to
be infringed in complying with the Digital Display Interfaces (even if in
the same patent as Interface Claims), or claims which, if licensed, would
require a payment of royalties to unaffiliated third parties.
- "Compliant Portion" means portions of products (hardware, software or
combinations thereof) that implement and are compliant with the Digital
Display Interfaces.
2. RECIPROCAL LICENSE
- Each Fellow Adopter grants to each other Fellow Adopter a nonexclusive,
royalty-free, irrevocable, nontransferable, non-sublicenseable, worldwide
license under its Interface Claims to make, have made, use, import, offer
to sell and sell products which implement and comply with the Digital
Display Interfaces; provided that such license under Interface Claims shall
not extend to features of a product which are not required to implement and
comply with the Digital Display Interfaces.
- Adopter hereby accepts the licenses granted by the Fellow Adopters.
3. GENERAL LEGAL POINTS
- NOT PARTNERS. The Parties are independent companies and are not partners or
joint venturers with each other. Intel is not acting on behalf of any other
entity including, but not limited to, other adopters or promoters of the
Digital Display Interface Specification.
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
- NO WARRANTY. The Digital Display Interface Specification is provided "AS
IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, FITNESS FOR ANY
PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,
SPECIFICATION, OR SAMPLE.
- DAMAGES. Neither Party will be liable to the other for any loss of
profits, loss of use, incidental, consequential, indirect, or special
damages arising out of this Agreement, whether or not such party had
advance notice of the possibility of such damages.
- GOVERNING LAW. This Agreement shall be construed and controlled by the
laws of Delaware. Any litigation arising out of this Agreement shall take
place in Delaware, and the Parties irrevocably consent to jurisdiction of
the state and Federal courts there.
- COMPLETE AGREEMENT, NO OTHER LICENSES. This Agreement sets forth the
Parties' entire agreement regarding its subject matter. Except for the
rights expressly provided by this Agreement, neither Party grants or
receives, by implication, or estoppel, or otherwise, any rights under any
patents or other intellectual property rights. No modifications or
additions to or deletions fi7om this Agreement shall be binding unless
accepted in writing by an authorized representative of both Parties.
Silicon Image, Inc.
By:
---------------------------------
Vice-President
Date:
---------------------------------
INTEL CORPORATION ADOPTER
By:
--------------------------------- -----------------------------
Vice-President (Company Name)
Date: By:
--------------------------------- --------------------------
Address: Name:
-------------------------
Intel Corporation
Digital Display Interface Office Title:
M/S: -------------------------
0000 Xxxxxxx Xxxxxxx Xxxx. Date:
Xxxxx Xxxxx, XX 00000-0000 -------------------------
LICENSE AGREEMENT BETWEEN INTEL AND SILCON IMAGE FOR THE
DIGITAL DISPLAY INTERFACE SPECIFICATION, [***]
Amended Exhibit D of the BCA
[***]
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
Amended Exhibit E of the BCA
[***]
[***] Confidential Treatment has been requested for certain portions of this
document. Such portions have been filed separately with the Securities
and Exchange Commission.
