LICENSE AGREEMENT
between
Amerigon Incorporated
and
Navigation Technologies Corporation
This Agreement is made and entered into between Navigation Technologies
Corporation, a Delaware corporation ("NavTech"), and Amerigon
Incorporated, a California corporation ("Customer"), as of this 15th day
of March, 1995 ("Effective Date").
WHEREAS, NavTech is the owner of the Navigation Database and the
intellectual and proprietary rights with respect thereto;
WHEREAS, Customer has an interest in sensor-free audio navigation systems
and desires to secure a license for the use of the Navigation Database in
connection with such systems; and
WHEREAS, NavTech is willing to grant such a license on the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing recitals and the
promises and covenants contained herein, the parties hereby agree as
follows:
ARTICLE 1. DEFINITIONS
1.1 "Copy" shall mean a reproduction in any form of a Database Section (or
Derivative Work thereof) which has been distributed to and is usable by
an End-User. In any case where more than one Database Section has been
reproduced on a single physical media, each such Database Section
reproduced thereon shall constitute a separate and distinct Copy, as and
when each such Copy is unlocked, activated or otherwise becomes usable by
the End-User (except that duplicate Database Sections with the same
coverage area and release date on a single physical media shall
constitute a single Copy). Copy shall not include small extracts used
for instruction, promotional, or similar purposes.
1.2 "Customer" shall also include its Subsidiaries, collectively and singly,
unless the context clearly requires otherwise.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 1
1.3 "Database Section" shall mean (i) each section of the Detailed City
Database covering not more than one metropolitan area as specified in
Exhibit E, (ii) each section of the Inter-Town Database covering not more
than one state, or (iii) the Long-Haul Database.
1.4 "Derivative Work" shall mean a work of authorship fixed in a tangible
medium of expression which is based upon one or more pre-existing works,
such as a revision, modification, translation, abridgment, condensation,
expansion, collection, compilation or any other form in which such
pre-existing works may be recast, transformed, or adapted, and which, if
prepared without authorization of the owner of the pre-existing work,
would constitute a copyright infringement.
1.5 "End-User" shall mean any person or entity to whom Customer or its
authorized agent distributes a Copy for use in a Licensed Product.
1.6 "Intellectual Property Rights" shall mean patents, copyrights,
trademarks, service marks, and any and all other statutory and legal
rights and protections available under applicable laws for the protection
of intellectual property with respect to, among other things, software,
maps, and databases generally, and the Navigation Database in particular.
1.7 "Licensed Product" shall mean a sensor-free audio navigation system
manufactured by or for Customer which meets all of the specifications,
terms and limitations set forth in Section 4.2 of this Agreement.
1.8 "Navigation Database" shall mean all or any portion of the street
characteristics and other geographic data in North America developed,
under development, or to be developed by and for NavTech for use in
navigation systems, and the updates, modifications, and changes thereto.
The Navigation Database includes the Detailed City Database, the
Inter-Town Database, and the Long-Haul Database.
(a) "Detailed City Database" shall mean those portions of the
Navigation Database which include the significant driveable roads
in a covered area, including those identified by U.S. and Canadian
government agencies as Interstate, Federal, U.S., Provincial,
State, County, arterial, collector, and residential. The current
content of the Detailed City Database is defined in Exhibit A which
is attached hereto.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 2
(b) "Inter-Town Database" shall mean those portions of the Navigation
Database which include, for both the U.S. and Canada, the center
point of: (i) incorporated cities, (ii) selected unincorporated
cities, and (iii) national and state/provincial parks
(collectively, "Named Places"). For the U.S., roads included are
the numbered Interstate, U.S., and State routes, exit and entrance
ramps of limited access highways, and any other roads necessary to
connect to Named Places that would otherwise be detached, as well
as the intersections of the included roadways with one another. For
Canada, roads included are the numbered Federal and Provincial
routes, exit and entrance ramps of limited access highways, and any
other roads necessary to connect to Named Places that would
otherwise be detached, as well as the intersections of the included
roadways with one another. In both the U.S. and Canada, ferry
routes are also included if they are principal mechanisms to
connect to a Named Place or part of an included roadway. The
current content of the Inter-Town Database is defined in Exhibit A
which is attached hereto.
(c) "Long-Haul Database" shall mean those portions of the Navigation
Database which include the main roads connecting metropolitan areas
of population over 25,000 and classified as limited access, and
those roads necessary to connect such metropolitan areas which are
not connected by limited access roads.
1.9 "North America" shall mean the area covered by the 50 states of the
United States of America and its possessions, the District of Columbia,
and the area covered by the provinces and territories of the Dominion of
Canada.
1.10 "R&D Period" shall mean the period between the Effective Date and
December 31, 1995.
1.11 "Release Date" shall mean the date that a version of the Navigation
Database is delivered to Customer in accordance with the provisions of
Paragraphs 2.2(a), 2.2(d), or otherwise.
1.12 "Subsidiary" shall mean a company or organization over which a parent
company or organization ("Parent") exerts direct or indirect control.
Such control shall mean the ownership by the Parent, directly or
indirectly, of (a) more than 50% of the stock ownership interest of such
company or organization, representing the legal right to elect a majority
of the company's or organization's board of directors or other managing
authority, or (b), if such
Amerigon License Agreement -v.6.0- March 10, 1995 Page 3
company or organization is a non-stock entity, including, but not
limited to a partnership, joint venture, or unincorporated association,
the possession of the majority ownership interest and legal right to make
decisions for such company or organization.
1.13 "Support Period" shall mean the 12 month period following distribution of
a Copy to an End-User, and each extension or renewal thereof, provided
that NavTech has been paid all such license fees required hereunder with
respect to End-User.
ARTICLE 2. REPRESENTATIONS. WARRANTIES AND OBLIGATIONS
2.1 NAVTECH WARRANTIES. NavTech represents and warrants as follows:
(a) It is a corporation duly organized and existing under the laws of
the State of Delaware and is in good standing under such laws. It
has a wholly-owned subsidiary, Navigation Technologies U.S., Inc.,
which is a corporation duly organized and existing under the laws
of the State of Delaware and is in good standing under such laws.
(b) It has the requisite corporate power to enter into this Agreement
and to perform under this Agreement according to its terms. All
actions on its own part and on the part of its directors and
stockholders necessary for the authorization, execution, delivery,
and performance of this Agreement have been taken as of the
Effective Date. Its execution, delivery, and performance of this
Agreement will not result in any material violation of any
agreement to which it is a party nor any law to which it is
subject.
(c) It has all title and ownership interests and all Intellectual
Property Rights in the Navigation Database, subject to its granting
licenses and similar rights. No encumbrance of any kind exists
which would prevent it from granting the rights and licenses
granted hereunder.
2.2 NAVTECH OBLIGATIONS. In addition to NavTech's other obligations under
this Agreement:
(a) Within 10 days after Customer's request, but no more often than
once per quarter, NavTech shall deliver to Customer the then
current version of the Navigation Database (or any portion thereof,
at Customer's
Amerigon License Agreement -v.6.0- March 10, 1995 Page 4
option), including any updates and modifications made by or for
NavTech since the last delivery of the Navigation Database to
Customer. NavTech will provide this information in GDF 2.2 (or
successor) format or in another format mutually agreed to by
NavTech and Customer.
(b) NavTech shall use commercially reasonable efforts to revise and
update the Navigation Database in a timely manner. NavTech shall
strive for continual improvement in the quality of the Navigation
Database. The Navigation Database shall meet the Criteria for
Accuracy and Completeness as defined in Exhibit B, which is
attached hereto, and compliance therewith shall satisfy all of
NavTech's obligations hereunder with respect to the accuracy and
completeness of the Navigation Database.
(c) The versions of the Navigation Database delivered to Customer under
Paragraph 2.2(a) shall be free of material defects. In the event
that Customer notifies NavTech of a material defect, NavTech shall
take commercially reasonable steps to correct such defect.
(d) In the event that Customer notifies NavTech of a problem or
condition in the Navigation Database that in Customer's reasonable
business judgment necessitates the reissuance of Copies of the
database to End-Users, then NavTech will provide Customer with a
corrected version of the Navigation Database within 20 business
days of such notification. NavTech will investigate and correct,
if appropriate, any other problems and conditions in the Navigation
Database within 45 days of NavTech's receipt of notice thereof.
(e) NavTech will notify Customer of any change to the content
definition of the Navigation Database set forth in Exhibit A at
least six months before any such change occurs.
(f) NavTech will endeavor to make additions and enhancements to the
Navigation Database including, but not limited to, the addition of
phonetic street name pronunciation information and any other data
mutually beneficial to Customer and NavTech, subject to Section 5.4
and Exhibit D hereof. Proposed additions or enhancements to the
Navigation Database will not be considered mutually beneficial
unless NavTech is permitted, in its sole discretion, to make such
additions and enhancements available to third parties.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 5
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NAVTECH MAKES NO
REPRESENTATIONS OR WARRANTY WITH RESPECT TO THE NAVIGATION DATABASE OR
OTHERWISE. NAVTECH EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
2.3 CUSTOMER WARRANTIES. Customer represents and warrants as follows:
(a) Customer is a corporation duly organized and existing under the
laws of California and is in good standing under such laws.
(b) It has the requisite corporate power to enter into this Agreement
and to perform under this Agreement according to its terms. All
actions on its own part and on the part of its directors and
stockholders necessary for the authorization, execution, delivery,
and performance of this Agreement have been taken as of the
Effective Date. Its execution, delivery, and performance of this
Agreement will not result in any material violation of any
agreement to which it is a party nor any law to which it is
subject.
(c) Customer has, and shall continue to have, the right, license and
legal authority: (i) to manufacture the Licensed Product; (ii) to
combine the Licensed Product with the Navigation Database; and
(iii) to sell and distribute the Licensed Product, combined with
the Navigation Database, in accordance with the terms and
conditions of this Agreement.
2.4 CUSTOMER OBLIGATIONS. In addition to Customer's other obligations under
this Agreement:
(a) Customer shall be responsible for, and shall exercise any and all
legally required care and diligence in connection with, the design,
manufacturing, workmanship, testing, distribution, operation, and
safety of any Licensed Products which incorporate or otherwise
utilize the Navigation Database pursuant to the license granted to
Customer hereunder.
(b) Any Licensed Products developed by or for Customer which
incorporate or otherwise utilize the Navigation Database shall be
free of material defects in design, manufacturing, workmanship, or
otherwise. In the event that NavTech notifies Customer of a
material defect in any Licensed Product, Customer shall take
commercially reasonable steps to correct such defect.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 6
(c) Customer shall not make any modifications, adaptations,
alterations, or Derivative Works of the Navigation Database which
introduce or cause errors or omissions in the Navigation Database
not otherwise present.
(d) Customer shall not combine, incorporate, utilize, or distribute
Copies with or in connection with any product which, alone or in
combination with such Copies, infringes any other person's or
entity's Intellectual Property Rights or any other rights.
(e) Customer shall comply with any and all United States and foreign
export laws, regulations, and restrictions to the extent applicable
to the Navigation Database.
ARTICLE 3. PAYMENTS
3.1 MANNER OF PAYMENT. All payments made by Customer to NavTech hereunder
shall be in U.S. currency and paid to NavTech's bank account by means of
telegraphic transfer of funds.
3.2 FEES ON PAYMENTS. Customer shall pay any and all fees, currency
conversion costs, withholdings, taxes, and other costs or charges on its
payments and transfers to NavTech, exclusive of any income taxes on
NavTech's net income.
ARTICLE 4. LICENSES
4.1 GRANT OF LICENSE. Subject to Customer's performance of its obligations
under this Agreement, NavTech hereby grants Customer a non-exclusive,
non-transferable (except to a purchaser of Customer's entire navigation
system business), non-sublicensable (except as set forth in Section 4.3)
license under NavTech's Intellectual Property Rights for the term of this
Agreement to produce, distribute, sell, or transfer Copies of the
Navigation Database, solely for use in North America in Licensed Products
developed by or for Customer.
4.2 LICENSED PRODUCT. In order to qualify as a Licensed Product under this
Agreement, a product must satisfy all of the following specifications,
terms, and limitations:
(a) The product shall be comprised of and limited to the sensor-free
audio navigation system utilizing a voice input/output interface
for routing a driver from a source point to a destination point,
which system is more particularly described in U.S. Patent No.
5,274,560 dated December 28, 1993, except that any such product
shall not, directly or indirectly, comprise,
Amerigon License Agreement -v.6.0- March 10, 1995 Page 7
incorporate, be coupled with or connected to any device of the type
(or which has the capabilities) described in Claim No. 12 of such
Patent or described in Paragraphs 4.2(b).
(b) The product shall not, directly or indirectly, comprise,
incorporate, be coupled with or connected to any of the following:
(i) sensors or any similar devices, including, but not limited
to, distance sensors, wheel rotation sensors, drive shaft
rotation sensors, velocity sensors, accelerometers,
gyroscopes, odometer feeds, or any other sensors or devices
which perform similar functions;
(ii) compasses;
(iii) geo-location devices, including, but not limited to, GPS or
satellite positioning devices, radio-based positioning
devices, or any other devices which receive, process or
provide positioning information, positioning guidance or
other positioning instructions;
(iv) devices or software capable of performing map matching, dead
reckoning or similar functions;
(v) visual, textual or graphic displays, interfaces or
presentations, except the product may display single words
or short phrases limited solely to instructions for
operating, or the operational status of, the product (no
navigation, route guidance, driving direction, positioning,
turn, destination, map or geographic information of any kind
may be visually provided); and
(vi) any other devices, software or technologies which provide
similar functionality or have similar capabilities to any of
the devices, matters or other things described in the
preceding sub-paragraphs of Paragraph 4.2(b).
(c) Customer shall not, directly or indirectly, itself or through
others, offer or provide to End-Users any upgrades, enhancements,
parts, components, or accessories which, if incorporated, coupled
with, or connected to a Licensed Product, would result in a
violation of any of the provisions of Section 4.2.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 8
(d) Customer acknowledges and understands that the license granted
under Section 4.1 is restricted to Licensed Products as defined in
Section 4.2. Customer shall not produce, use, distribute, sell or
transfer the Navigation Database in connection with any product,
system, device, or other thing whatsoever which fails in any
respect to satisfy all of the specifications, terms, and
limitations of Section 4.2.
4.3 END-USER LICENSES. NavTech grants Customer the non-exclusive,
non-transferable, non-sublicensable right to grant end-user licenses to
its End-Users, but only as set forth in this Article. Customer shall
provide each End-User with a copy of an End-User License Agreement which
restricts use of Copies to Licensed Products and which contains all of
the terms described in Exhibit C ("End-User Terms"). Customer shall not
modify any of the End-User Terms without NavTech's prior written consent.
4.4 TERM. The term of this Agreement is the Effective Date through DECEMBER
31, 2001 and any extension thereof pursuant to Section 4.5.
4.5 TERM EXTENSION. The term of this Agreement may, upon Customer's written
notice delivered to NavTech at least six months prior to the expiration
of the term of this Agreement or any extension thereof, be extended for
additional five year periods. NavTech may terminate this right of
extension by providing at least five years advance written notice to
Customer, but in no event may the effective date of any such termination
be prior to December 31, 2011.
4.6 PROHIBITED USES. Customer shall not produce, distribute, sell, or
otherwise transfer Copies to End-Users or anyone else, or otherwise
provide End-Users or anyone else with information or services derived
therefrom, except as expressly authorized under the terms of this
Agreement. Without limiting the generality of the foregoing, any and all
unauthorized, unlawful, or illegal uses of the Navigation Database are
expressly prohibited.
4.7 USE OF TRADEMARKS. During the term of this Agreement, Customer shall
have the non-exclusive, non-transferable, non-sublicensable right to use
the trademarks and tradenames that NavTech may adopt from time to time
("NavTech Trademarks") in Customer's advertising, promotional and
packaging materials; provided, however, that Customer must conspicuously
indicate in any and all such materials that NavTech is the owner of the
NavTech Trademarks and/or that the NavTech Trademarks are registered
trademarks of NavTech, as the case may be. Nothing stated herein shall
constitute
Amerigon License Agreement -v.6.0- March 10, 1995 Page 9
a grant or other transfer to Customer of any right, title, or interest in
the NavTech Trademarks or any other Intellectual Property Rights of
NavTech. Upon termination of this Agreement for any reason, Customer
will immediately cease all use of NavTech Trademarks.
4.8 PROPRIETARY RIGHTS LEGENDS AND NOTICES. Customer shall conspicuously
display any and all of NavTech's proprietary rights legends, copyright
notices, and similar information on Copies of the Navigation Database
which Customer or its authorized agent produces, sells, transfers, and/or
distributes to End-Users.
4.9 DERIVATIVE WORKS. In the event that Customer develops any Derivative
Works which incorporate the Navigation Database, such Derivative Works
shall be subject to the terms and conditions of this Agreement (to the
same extent as Copies) and Customer agrees that all Intellectual Property
rights to the portions of the Navigation Database incorporated in such
Derivative Works shall belong exclusively to NavTech, free of any claim
or retention of rights thereto on the part of Customer.
4.10 OBLIGATIONS ON TERMINATION. Except for the limited rights set forth in
this Section, upon expiration or termination of this Agreement for any
reason, Customer shall cease any and all use and distribution of the
Navigation Database, undistributed Copies, Derivative Works, related
documentation, and all other information and materials provided by
NavTech to Customer, and Customer shall return all of the foregoing items
and materials to NavTech within ten days of such termination.
Notwithstanding the foregoing, in the event that this Agreement expires
or is terminated for reasons other than Customer's breach of its payment
obligations under Article 5 or breach of Customer's obligations under
Paragraphs 2.4(a) or 2.4(b), then Customer shall have the limited rights:
(a) to continue to distribute Copies, for a period of 60 days from such
expiration or termination, solely in order to fulfill signed
agreements or purchase orders in existence as of the date of such
expiration or termination; and
(b) to retain a copy of the Navigation Database and related
documentation, information and materials for the purpose of
providing ongoing support (excluding any further distribution of
Copies) and maintenance to End-Users.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 10
4.11 RIGHTS RESERVED. Customer acknowledges that NavTech owns all
Intellectual Property rights in and to the Navigation Database, and that
NavTech retains all such rights under this Agreement. Nothing contained
in this Agreement shall transfer, assign, or set over to Customer or
anyone else any of NavTech's title and ownership rights to the Navigation
Database or any of NavTech's Intellectual Property rights with respect
thereto. NavTech hereby expressly reserves all rights not expressly
granted in this Agreement.
ARTICLE 5. LICENSE FEES
5.1 R&D PERIOD LICENSE FEES. During the R&D Period, Customer shall pay
NavTech license fees in the amount of $250,000. Customer shall pay the
foregoing amount to NavTech in four equal installments of $62,500, with
the first such payment due upon execution of this Agreement; the second
payment due on March 31, 1995; the third payment due on June 30, 1995,
and the fourth payment due on September 30, 1995.
5.2 PER-COPY LICENSE FEES.
After the R&D Period:
(a) Customer shall pay NavTech per-copy license fees ("Per Copy License
Fees") in the amount yielded by multiplying the number of Copies
distributed by or for Customer times $4.00 per Copy. (In the event
that Customer distributes multiple Copies to an End-User on a
single physical media or otherwise, then each such Copy shall be
considered distributed, and a separate $4.00 Per Copy License Fee
shall become due and payable for each such Copy, as and when each
such Copy is unlocked, activated or otherwise becomes usable by the
End-User.) Customer shall pay NavTech Per Copy License Fees within
30 days after the end of the calendar month in which such Copies
are distributed.
(b) No additional license fee shall be payable by Customer for the
distribution of any Copy obtained from another who is licensed by
NavTech to make such Copies and who has paid or is contractually
obligated to pay NavTech all required license fees under the terms
of a license agreement with NavTech.
(c) No additional license fee shall he payable by Customer for a Copy
distributed to replace a damaged or otherwise physically
non-working Copy, provided, however, that such Copy be (i) replaced
within 30 days of the purchase by the End-User at no additional
cost to End-User, (ii) replaced with a Copy that covers the
Amerigon License Agreement -v.6.0- March 10, 1995 Page 11
same portion of the Navigation Database, and (iii) has the same
Release Date as the originally purchased Copy.
(d) No additional license fee shall be payable by Customer for
including the Inter-town Database and/or Long-Haul Database as part
of a Copy which also includes the Detailed City Database, provided
that Customer does not charge the End-User any fees for the
Inter-town Database or Long-Haul Database subsequent to the initial
distribution and activation of the Copy.
5.3 LICENSE FEE ADJUSTMENTS. During the term of this Agreement, the initial
$4.00 Per Copy License Fee shall be adjusted in each calendar year to
reflect the actual increase or decrease in the U.S. Consumer Price Index
for Urban Wage Earners and Clerical Workers, U.S. City Averages for All
Items, from September 1993 to the September preceding the start of each
calendar year.
5.4 ADDITIONAL LICENSE FEES. Subject to further mutual agreement of the
parties, Customer shall pay NavTech additional license fees for
enhancements to the Navigation Database which provide additional
functionality and/or reductions in work for Customer, including, but not
limited to, the matters specified in Exhibit D.
5.5 MOST FAVORED PRICING.
(a) Customer shall be entitled to the most favored prices which NavTech
provides to any other licensee of the Navigation Database under an
agreement executed after the Effective Date of this Agreement, for
similar applications and quantities used in in-vehicle navigation
systems in North America.
(b) The determination of most favored prices shall take into account
the fees for an entire agreement including, without limitation, all
license fees, annual minimums, and additional charges over the
entire term of an agreement (as opposed to particular fees to the
exclusion of others fees, or fees for a specific period of time to
the exclusion of other periods).
(c) The determination of most favored prices shall exclude any credits,
discounts, abatements, or other similar consideration extended to
other NavTech licensees by reason of advance or pre-paid license
payments and the like (and imputed interest thereon, provided that
the interest rate shall not exceed 15% per annum).
Amerigon License Agreement -v.6.0- March 10, 1995 Page 12
(d) Within 60 days of the execution thereof, NavTech will notify
Customer of the license and pricing terms ("New Terms") of each
license agreement it executes after the Effective Date of this
Agreement with another licensee of the Navigation Database for
similar applications and quantities used in in-vehicle navigation
systems in North America.
(e) In the event that Customer receives notice pursuant to Paragraph
5.5(d), Customer may elect to pay future license fees in accordance
with the New Terms, such New Terms substituting in their entirety
for the license and pricing terms otherwise in effect under this
Agreement.
(f) Customer's right to make such an election with respect to any
particular set of New Terms shall expire if Customer does not
notify NavTech of such election in writing within 60 days after
NavTech provides notice to Customer of the New Terms.
(g) The New Terms shall become effective as of the effective date of
the subsequent agreement which contains the New Terms. All license
fees incurred before such date shall be assessed in accordance with
the Old Terms. Customer and NavTech shall make equitable
adjustment with respect to any license fees already paid under the
Old Terms which, based on Customer's election pursuant to Paragraph
5.5(e), become subject to the New Terms.
5.6 LICENSE FEES DURING EXTENSION PERIODS. In the event that the term of this
Agreement is extended pursuant to Section 4.5 and a fee schedule for any
years in the extension period is not agreed upon, license fees during any
such years shall be paid in accordance with the rates, amounts, and
charges prevailing under this Agreement for the last year for which
license fees were agreed upon, including any and all adjustments thereto,
including the continued adjustment provided in Section 5.3.
5.7 LICENSE FEE REPORTS. Within 30 days of the end of each calendar quarter,
Customer shall provide NavTech with a written report setting forth the
number of all Copies distributed by or for Customer during the prior
quarter. Such reports shall also include the Release Date and geographic
coverage of each Copy distributed.
5.8 CUSTOMER RIGHT TO INSPECT. Customer shall have the right, at its own
expense, on reasonable notice and not more often than once annually, to
appoint an independent auditor to
Amerigon License Agreement -v.6.0- March 10, 1995 Page 13
inspect during reasonable business hours, license agreements between
NavTech and licensees of the Navigation Database for similar applications
and quantities used in in-vehicle navigation systems in North America
executed after the Effective Date. Further, such auditor shall have the
right to inspect NavTech's files to the extent necessary to assure that
such license fees and payments are collected according to the terms of
such agreements. Such auditor shall only report back to Customer the
fact, if any, that better license and pricing terms are available to a
NavTech licensee under the aforesaid agreements and the details of such
terms, but only if such terms were not previously disclosed to Customer
pursuant to Paragraph 5.5(d). All other information of NavTech shall be
kept in confidence by such auditor and not disclosed to Customer or any
other party. If the audit demonstrates that NavTech has not disclosed to
Customer any more favorable New Terms as required under this Agreement,
then the expense of the inspection shall be borne by NavTech and Customer
shall have the right for 60 days after completion of the inspection to
make an election with respect to such New Terms according to the
provisions of Paragraph 5.5(e).
5.9 NAVTECH RIGHT TO AUDIT. NavTech shall have the right, at its own
expense, on reasonable notice and not more often than once annually, to
inspect and audit during reasonable business hours Customer's records and
other relevant information for the purpose of verifying the amount of
license fees and other charges due. NavTech shall maintain the
confidentiality of such information to the extent required under Section
7.18, and shall put the information and records inspected to no other use
than the verification of license fees due. If such an audit determines
that payments made during any period audited were 5% or more below the
amount actually due, then the expense of the audit shall be borne by
Customer. Customer shall pay Navtech any amount shown to be due by the
audit within ten days of completion of the audit with interest as
specified in Section 7.9 on the amount of the underpayment.
ARTICLE 6. ADDITIONAL PROVISIONS
6.1 TECHNICAL SUPPORT. NavTech will, without further charge to Customer,
provide completed portions of the Navigation Database for Customer's
internal testing and experimentation, along with basic technical training
and support to enable Customer to understand and use the Navigation
Database. NavTech will make additional specific technical support
available on a mutually convenient basis at its fully burdened cost for
time and materials.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 14
6.2 CUSTOMER SUPPORT.
(a) NavTech will provide Customer, free of any additional charge, with
reasonable assistance and support, including analysis of problems
reported by End-Users through Customer and any necessary
corrections thereof, during the respective Support Periods
hereunder; provided, however, that NavTech shall not be responsible
under this Paragraph for providing any Distribution And End-User
Services as defined in Section 6.3.
(b) Customer agrees that any and all information and documentation
concerning alleged and/or actual errors, problems, complaints, and
related matters concerning the Navigation Database of which
Customer is or becomes aware (including, but not limited to,
database modification requests, missing information requests,
customer complaints, error reports, and any other similar
information and documentation) shall be made fully and freely
available to NavTech, without charge, for NavTech's unlimited use
in its sole discretion, including, but not limited to, NavTech's
incorporation of such information and documentation into the
Navigation Database. Customer shall promptly notify NavTech in
writing of any and all such errors, problems, complaints and
related matters concerning the Navigation Database, so that NavTech
may have a fair and reasonable opportunity to investigate such
matters and make any appropriate revisions, updates, and
corrections in accordance in Paragraphs 2.2(b), 2.2(d), and 6.2(a).
Customer shall not retain, acquire or assert any right, title or
interest in or to the Navigation Database based on the transfer of
the foregoing information and documentation to NavTech, NavTech's
use or incorporation of such information and documentation (or
derivatives thereof) in the Navigation Database or otherwise.
(c) Upon the expiration of the respective Support Periods hereunder,
NavTech shall be absolved of any and all updating, support,
warranty, and other obligations to Customer, including, but not
limited to, those set forth in Paragraphs 2.2(b), 2.2(d), and
6.2(a), with respect to such End-Users whose Support Periods have
expired.
(d) In the event that an End-User desires to receive further updates,
support, or other assistance from Customer after the expiration of
a Support Period, NavTech will extend or renew the Support Period
with
Amerigon License Agreement -v.6.0- March 10, 1995 Page 15
respect to such End-User for an additional 12 month period, subject
to Customer's payment to NavTech of additional license fees, which
shall be calculated and paid in accordance with Section 5.2.
6.3 DATABASE DISTRIBUTION.
(a) In the event that Customer produces, sells, or distributes Copies
of the Navigation Database to End-Users or otherwise provides
End-Users with information or services contained in or derived from
the Navigation Database, Customer shall provide such End-Users with
any and all legally required and otherwise necessary training,
instruction, warnings, disclaimers, and safety information,
including, but not limited to, the End-User Licenses required under
Section 4.3 and any other reasonable information and materials
which NavTech requests Customer to provide to End-Users.
(b) Customer may utilize the services of Audio Navigation Systems, Inc.
("ANSI") in connection with the production and distribution of
Copies for use in Licensed Products provided that ANSI first enters
into a separate written agreement with NavTech which, among other
things: (i) grants ANSI the right to engage in such production and
distribution, and (ii) requires ANSI to comply with all of the
terms, conditions, duties and obligations imposed on Customer under
this Agreement with respect to production and distribution of
Copies, including, but not limited to, payment obligations (the
"ANSI Agreement"). In the event that ANSI and NavTech enter into
the ANSI Agreement, Customer hereby agrees that Customer shall be
jointly and severally responsible to NavTech for ANSI's payment
obligations to NavTech. In all events, Customer shall remain
directly responsible for all of Customer's duties and obligations
under this Agreement regardless of whether they are performed by
Customer or ANSI and regardless of any agreements, relationships or
divisions of responsibilities between Customer and ANSI.
(c) Customer and NavTech may jointly elect to have NavTech perform the
following additional services which NavTech otherwise has no
obligation to provide (collectively, "Distribution And End-User
Services"):
(i) Formatting the Navigation Database, any software provided by
Customer to NavTech for inclusion with the formatted
Navigation Database, such software to be provided at no
charge to NavTech for this
Amerigon License Agreement -v.6.0- March 10, 1995 Page 16
purpose, and Customer-specific information (including, but
not limited to, locations of dealerships, business
directories, tourist guides, and other information);
provided, however, if any of the above information is in a
proprietary data format not belonging to NavTech, Customer
shall supply to NavTech at no charge all software necessary
to such formatting, engineered to operate in a computer
environment acceptable to NavTech;
(ii) Packaging, maintaining inventory, and distributing
information and other matters directly to End-Users;
(iii) Providing direct support during Support Periods to End-Users
with respect to the Navigation Database, including analysis
of any problems that would be reported directly to NavTech
by End-Users and any necessary corrections, updates,
modifications, and changes to portions of the Navigation
Database which NavTech would provide directly to End-Users;
and
(iv) Maintaining a help desk for End-Users to reach NavTech
directly for problem reporting and resolution.
(d) In the event Customer and NavTech jointly elect to have NavTech
perform any Distribution and End-User Services, Customer shall pay
NavTech's fully burdened costs, calculated in accordance with
generally accepted accounting principles, consistently applied, of
such Distribution And End-User Services, plus a 10% service fee.
NavTech shall invoice Customer monthly for Distribution Services
provided pursuant to this Section 6.3. Payment shall be due within
30 days of invoice date. Customer shall have the right, at its own
expense, on reasonable notice and not more than once annually, to
inspect and audit NavTech's records and other relevant information
for the purpose of verifying the amount of costs charged by NavTech
for Distribution Services. Customer shall maintain the
confidentiality of all confidential information of NavTech and
shall put the information and records inspected to no other use
than the verification of costs due. If such an audit determines
that costs charged by NavTech during the period were 5% or more
above the amount actually due, then the expense of such audit shall
be borne by NavTech.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 17
(e) In no event shall any payments for Distribution And End-User
Services be credited or otherwise applied against any license fees
or any other fees or charges due and owing from Customer to NavTech
under this Agreement.
6.4 CUSTOMER EQUIPMENT. At NavTech's request, Customer shall provide
NavTech, without charge and as soon as each is available, test and
production versions of Licensed Products ("Test Systems") in each area
where NavTech has a field office and in which Customer intends to offer
Test Systems. NavTech will use such systems solely for purposes of
testing and verifying the Navigation Database.
NavTech and Customer will jointly determine if additional Test Systems
are required by NavTech in each area. If so, Customer shall promptly
deliver any such additional Test Systems without charge to NavTech.
Customer will provide NavTech with the technical assistance necessary for
NavTech to properly install, analyze, and use Test Systems.
NavTech shall be absolved of its obligations to Customer under Paragraphs
2.2(b), 2.2(d), 6.1, and 6.2(a) in any and all areas where NavTech has a
field office and in which Customer distributes Licensed Products if
Customer fails to provide NavTech with Test Systems in such areas.
All Test Systems provided to NavTech pursuant to this Section 6.4 are
loaned to NavTech solely for the purpose of facilitating NavTech's
support of Customer's operations. All Test Systems will remain the
property of Customer and NavTech obtains no rights whatsoever in the
same. NavTech may not lend, transfer, sublicense, encumber, pledge or
assign Test Systems, and NavTech shall not move any of the foregoing
outside the North America without the express written authorization of
Customer. NavTech shall, at the written request of Customer, promptly
return any and all Test Systems. NavTech shall not permit any third
party to examine, access or use any of the Test Systems supplied
hereunder. ALL TEST SYSTEMS ARE PROVIDED TO NAVTECH AS-IS, AND EXCEPT
FOR CUSTOMER'S OBLIGATION TO PROVIDE TECHNICAL ASSISTANCE TO NAVTECH,
CUSTOMER DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO SUCH TEST
SYSTEMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Amerigon License Agreement -v.6.0- March 10, 1995 Page 18
ARTICLE 7. GENERAL PROVISIONS
7.1 GOVERNING LAW. This Agreement shall be construed and governed by the
substantive laws of the State of Delaware without giving effect to the
conflict of laws provisions.
7.2 SEVERABILITY. If any provision of this Agreement is held to be invalid,
illegal, or unenforceable, the remaining provisions hereof shall be
nonetheless unaffected thereby and remain valid and enforceable as if
such provision had not been set forth herein. The parties agree to
substitute for such provision a valid provision which most closely
approximates the intent and economic effect of such severed provision.
7.3 CONDITIONS NOT EXPLICITLY COVERED BY THIS AGREEMENT. The parties agree
that conditions may occur in the development of the navigation business
that may not he precisely covered in this Agreement ("Uncovered
Conditions"). If an Uncovered Condition is identified, the parties will
attempt in good faith to reach an equitable understanding in the spirit
of the provisions of this Agreement. Uncovered Conditions may occur in
the packaging of databases, software, and hardware; in the distribution
approaches and sales channels used; and in other areas. None of the
Uncovered Conditions constitute a condition precedent to the
enforceability or effectiveness of this Agreement. In addition, nothing
stated in this Section shall alter the interpretation, meaning, or legal
effect of any of the other provisions of this Agreement, nor shall the
existence or occurrence or any Uncovered Conditions (or the parties'
failure to reach an equitable understanding with respect thereto)
constitute a breach of this Agreement, a basis for the termination,
cancellation, or rescission of this Agreement or otherwise excuse any
party's performance hereunder.
7.4 ADVICE OF COUNSEL. The parties acknowledge that prior to executing this
Agreement they have been advised by legal counsel and fully understand
and agree to all of their rights and obligations under this Agreement,
and that this Agreement is the result of informed negotiations between
sophisticated parties. The parties further acknowledge and agree that
they have not relied on any representation, inducement, or anything else
in executing this Agreement that is not set forth expressly herein.
7.5 INDEPENDENT CONTRACTORS. The relationship of NavTech and Customer
established by this Agreement is that of independent contractors, and
nothing contained in this Agreement will be construed to (a) give either
party the power to direct and control the day-to-day activities of the
Amerigon License Agreement -v.6.0- March 10, 1995 Page 19
other, (b) constitute the parties as partners, joint venturers, co-owners
or otherwise as participants in a joint or common undertaking, or (c)
allow either party to create or assume any obligation on behalf of the
other party for any purpose whatsoever. All financial obligations
associated with each party's business are the sole responsibility of that
party. All sales and other agreements between each party and its
customers are each party's exclusive responsibility and will have no
effect on that party's obligations under this Agreement.
7.6 FORCE MAJEURE. Neither party shall be liable to the other for a failure
to perform any of its obligations under this Agreement, except for
payment obligations previously incurred, during any period in which such
performance is delayed due to circumstances beyond its reasonable
control, provided such party notifies the other of the delay.
7.7 HOLD HARMLESS. Each party shall indemnify and hold harmless the other
party, its officers, directors, employees, agents and affiliates from and
against any and all liabilities arising out of any cause or event which
is attributable to the indemnifying party's failure to perform or comply
with any term of this Agreement, including liabilities for personal
injury or product liability, but only to the extent to which such
liabilities are not covered by the damaged party's insurance. Each party
agrees to cooperate fully with the other in defending against such
claims.
7.8 LIMIT ON LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES FOR ANY
CAUSE OF ACTION ARISING OUT OF OR IN RESPECT OF THIS AGREEMENT,
REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL
APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
7.9 PAYMENT DEFAULT. In the event that Customer is late or otherwise in
default with respect to any payment due hereunder, Customer shall pay to
NavTech interest at an annual rate of 15% (or the maximum rate permitted
by law for any period in which the permitted rate is less than 15%), on
the sum due from the due date of the payment until the full payment
thereof.
7.10 WAIVER OF BREACH. No waiver of any kind under this Agreement will be
deemed effective unless set forth in writing and signed by the party
charged with such waiver, and no waiver of any right arising from any
breach or failure to perform will be deemed to be a waiver or
Amerigon License Agreement -v.6.0- March 10, 1995 Page 20
authorization of any other breach or failure to perform or of any other
right arising under this agreement.
7.11 ENTIRE AGREEMENT. This Agreement together with its Exhibits constitutes
the entire agreement between the parties regarding the subject matter
hereof.
7.12 MODIFICATION. This Agreement may be modified only by a written
instrument duly executed by the parties hereto.
7.13 NOTICES. All notices required or permitted under this Agreement shall be
delivered by hand, or sent by express mail or fax addressed as follows:
If to NavTech:
Navigation Technologies Corporation
Attn: Vice President, Administration & Finance
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Fax: x0-000-000-0000
If to Customer:
Amerigon Incorporated
Attn: Xxxxxx Xxxxxx
000 Xxxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Fax: x0-000-000-0000
or at such other address as either party shall have furnished to the
other in writing. All such notices and other written communications
shall be effective (1) if sent by express mail, two business days after
mailing, and (2) otherwise, upon delivery.
7.14 SUCCESSORS AND ASSIGNS. The rights and obligations of each party under
this Agreement may not be transferred or assigned directly or indirectly
without the prior written consent of the other party, which consent will
not be unreasonably withheld. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto. Notwithstanding the foregoing, each
party shall have the right to assign or transfer all of its respective
rights and obligations under this Agreement to any of its Subsidiaries.
7.15 DERIVED BENEFIT. Only the parties and/or their respective Subsidiaries
are intended to derive any direct or indirect benefits from this
Agreement. All Subsidiaries shall be
Amerigon License Agreement -v.6.0- March 10, 1995 Page 21
bound by this Agreement and will respect the parties' respective rights
hereunder.
7.16 TERMINATION FOR BREACH. If either party materially breaches any of the
terms of this Agreement and fails to cure such a breach within 30 days
after receiving written notification of such breach from the
non-breaching party, the non-breaching party may terminate this Agreement
upon further written notification to the breaching party and may protect
its interests by any means available to it.
7.17 ARBITRATION.
(a) If a dispute arises between the parties relating to the
interpretation or performance of this Agreement or the grounds for
the termination hereof, the parties agree to hold a meeting,
attended by individuals with decision-making authority, regarding
the dispute, to attempt in good faith to negotiate a resolution of
the dispute prior to pursuing other available remedies.
(b) If, within 30 days after such meeting, the parties have not
succeeded in resolving the dispute, such dispute, on the written
request of one party delivered to the other party, shall be
submitted to and settled by final and binding arbitration, in
accordance with the Licensing Agreement Arbitration Rules of the
American Arbitration Association and shall be arbitrated by three
arbitrators. The arbitration decision, including the allocation of
legal expenses and the expenses of arbitration, shall be final and
binding on both parties subject to the foregoing rules. The parties
agree that any award granted pursuant to such decision may be
entered forthwith in any court of competent jurisdiction. The seat
of arbitration will be Wilmington, Delaware, USA, and the official
arbitration language will be English.
7.18 CONFIDENTIALITY. All technical, experimental, development, business
and/or other information disclosed hereunder by either party to the other
shall be considered by the informed party to be confidential. Each party
agrees to take all reasonable precautions to prevent disclosure to third
parties of any such information that it receives from the disclosing
party, except with written consent of the disclosing party, and to return
such information to the disclosing party on its request. This provision
shall not apply to any information which is or becomes available to the
public generally without violation of this Agreement, nor to any
information that is already in the possession of the informed party as a
matter of right. This provision
Amerigon License Agreement -v.6.0- March 10, 1995 Page 22
applies for the entire term of this Agreement and for two years
thereafter.
7.19 SURVIVAL OF TERMS. The rights and obligations which by their nature are
intended to survive expiration or termination of this Agreement,
including but not limited to the provisions of Section 4.8 (Proprietary
Rights Legends And Notices), Section 4.10 (Obligations On Termination),
Section 4.11 (Rights Reserved), Section 7.7 (Hold Harmless), Section 7.8
(Limit on Liability), Section 7.9 (Payment Default), Section 7.17
(Arbitration), and Section 7.18 (Confidentiality), shall survive the
termination of this Agreement for any reason.
7.20 HEADINGS. The headings and subheadings used in this Agreement and in the
exhibits hereto are only used for convenience of reference, and are not
to be considered in construing this Agreement.
7.21 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement as of the date above first written.
NAVIGATION TECHNOLOGIES CORP. AMERIGON INCORPORATED
/s/ X.X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------- -------------------------
Signature Signature
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
------------------------- -------------------------
Name Name
Chief Financial Officer Vice President
------------------------- -------------------------
Title Title
Amerigon License Agreement -v.6.0- March 10, 1995 Page 23
EXHIBIT A
DATABASE CONTENTS SPECIFICATION
I. DETAILED CITY DATABASE SPECIFICATION
- Road network geometry including:
- named roads
- named and addressed walkways
- ferry connections
- unnamed roads leading to or within selected
cartographic features
- Street names, five digit zip codes (U.S.) or six digit postal codes
(Canada), and municipality names for street segments
- Alias/alternate street names and alternate municipality names for
street segments
- Connectivity of street segments
- Block-by-block address ranges (both sides of the street)
- Vanity address handling (e.g., IBM Plaza, Town and Country Shopping
Center, United Nations Building, etc.)
- Roadway classifications, including toll roads, freeways, expressways,
major arteries, main streets, residential streets, and low-access
roads (private, gated, unpaved)
- Roadway characteristics, including one-way information, turn
restrictions, dividedness, and construction status
- Overpasses and underpasses represented as relative vertical levels
- Sign text at decision points
- Points of Interest and Landmarks, including selected items of:
- ATMs
- Gas stations
- Golf Courses
- Hospitals
- Hotels, restaurants, tourist attractions
Amerigon License Agreement -v.6.0- March 10, 1995 A-1
- Parks
- Public transportation terminals, e.g., inter-city bus
stations/terminals, rail stations, and airports
- Schools
- Shopping centers and malls
- Cartographic Features including national, state, county and city
boundaries, lakes, rivers, coastlines, railroads, and airports
II. INTER-TOWN DATABASE SPECIFICATION
- Road network geometry including:
- numbered routes - Interstate, Federal, State, County
- roads that lead to named areas GREATER THAN 250,000 square
meters or a population GREATER THAN 500 people
- ramps for limited access roads
- ramps between qualifying roads
- exits, on and off for a qualifying road, that lead only to
qualifying POIs. These exits only allow for a return to the same
qualifying road (e.g., rest areas)
- ferry connections between qualifying roads
- Administrative area information (state and county names) for each
street segment
- Street names for street segments
- Alias/alternate street names for street segments
- Connectivity of street segments
- Bridges and tunnels
- Roadway characteristics, including one-way information, turn
restrictions with time validity, construction information, toll
booths, and dividedness
- Roadway classifications, including toll roads, freeways, expressways,
major arteries, main streets
- Overpasses and underpasses represented as relative vertical levels
- Sign text at decision points
Amerigon License Agreement -v.6.0- March 10, 1995 A-2
- Points of Interest, including selected items of:
- Airports
- Automobile Ferries
- Named Places
- Petrol stations at rest areas
- Rest areas on limited access highways with rest rooms
- Restaurants at rest areas
- Cartographic Features including national, state and county boundaries,
lakes, rivers, coastlines, railroads, and airports
Amerigon License Agreement -v.6.0- March 10, 1995 A-3
EXHIBIT B
CRITERIA FOR ACCURACY AND COMPLETENESS
I. DETAILED CITY PORTION
A. PORTION. These criteria for accuracy and completeness shall be applied to
a portion of the Navigation Database covering one or more contiguous areas,
certified by NavTech as a completed Detailed City Database area ("Detailed
City Portion").
B. CRITERIA FOR ACCURACY. In each Detailed City Portion, the Navigation
Database will contain the following data elements, each type of which shall
be at least 97% accurate:
For each intersection of included roads ("Intersection"):
- Latitude and longitude of the Intersection (within 15 meters)
- Turn restrictions
- Intersection geometry
- Street segments connected to the Intersection
For each street segment:
- Length (within 15 meters)
- Primary name
- Address range for each side of the street segment
- Aliases
- Street segment type
- Divider information
- Municipality in which the street segment is located
- One-way restrictions
- Ramp signage
- Construction status
C. CRITERIA FOR COMPLETENESS. For each Detailed City Portion, the Navigation
Database will contain at least 97% of the valid addresses in the Detailed
City Portion identified to their correct street segment.
D. VERIFICATION PROCEDURES. Customer may choose to verify the accuracy and/or
completeness of any current release of a Detailed City Portion identified
as being complete by NavTech. NavTech is not required to reverify a
Detailed City Portion that previously passed such verification, within 24
months after the successful verification.
Amerigon License Agreement -v.6.0- March 10, 1995 B-1
1. ACCURACY. Customer may test the accuracy of a Detailed City Portion
by choosing up to 100 Intersections in the Detailed City Portion (the
actual number to be specified by Customer) randomly selected in
accordance with standard statistical practice. For each Intersection,
NavTech will provide a listing from the Navigation Database of the
information specified in Paragraph I.B of this Exhibit for the 100
selected Intersections and for each street segment attached to the
selected Intersections ("Detailed City Test Listing").
Within 30 days after the delivery of the Detailed City Test Listing to
Customer, Customer will independently verify the information provided.
The Detailed City Portion will be deemed accurate if at least 97% of
each type of database element listed in the Detailed City Test Listing
is correct (latitude and longitude correct if within 15 meters). If
upon proper delivery of a Detailed City Test Listing by NavTech,
Customer does not conduct and complete the validation within the time
limits prescribed herein, then the Detailed City Portion shall be
deemed accurate.
2. COMPLETENESS. Customer may test the completeness of a Detailed City
Portion by providing to NavTech, in a mutually agreeable machine
readable format, a list containing between 1,000 and 5,000 randomly
selected routine mailable addresses within the Detailed City Portion
("Test Mailing List").
Upon receipt of a Test Mailing List, NavTech shall use its standard
software program, reasonably acceptable to Customer, to match
addresses from the Test Mailing List against the content of the
Detailed City Portion. The Detailed City Portion will be deemed
complete if at least 97% of the addresses in the Test Mailing List are
matched to the proper street segment in the Navigation Database.
NavTech shall promptly provide Customer with a print-out showing the
results of the test.
Amerigon License Agreement -v.6.0- March 10, 1995 B-2
II. INTER-TOWN DATABASES
A. PORTION. This criteria for accuracy and completeness shall be applied to a
portion of the Navigation Database covering one or more contiguous areas,
certified by NavTech as a complete Inter-Town Database area ("Inter-Town
Portion").
B. CRITERIA FOR ACCURACY. In each Inter-Town Portion, the Navigation Database
will contain the following data elements, each type of which shall be at
least 97% accurate:
For each Named Place: Name
For each Intersection:
- Latitude and longitude of the Intersection (within 100 meters)
- Turn restrictions
- Road segments connected to the Intersection
For each included road segment:
- Length (within 100 meters)
- Primary name
- Aliases
- Road type
- Divider information
- One-way restrictions
- Ramp exit information
- Construction status
C. CRITERIA FOR COMPLETENESS. For each Inter-Town Portion, the Navigation
Database will contain at least 97% of the Named Places.
D. VERIFICATION PROCEDURES. Customer may choose to verify the accuracy and/or
completeness of any current release of an Inter-Town Portion identified as
being complete by NavTech. NavTech is not required to reverify a Inter-Town
Portion that previously passed such verification, within 24 months after
the successful verification.
1. ACCURACY. Customer may test the accuracy of a Inter-Town Portion by
choosing up to 100 Intersections in the Inter-Town Portion (the actual
number to be specified by Customer) randomly selected in accordance
with standard statistical practice. For each Intersection, NavTech
will provide a listing from the Navigation Database of the information
specified in Paragraph II.B of this Exhibit for the 100 selected
Intersections and for road segment attached to the selected
Intersections ("Inter-Town Test Listing").
Amerigon License Agreement -v.6.0- March 10, 1995 B-3
Within 30 days after the delivery of the Inter-Town Listing to
Customer, Customer will independently verify the information provided.
The Inter-Town Portion will be deemed accurate if at least 97% of each
type of database element listed in the Inter-Town Listing is correct
(latitude and longitude correct if within 100 meters). If upon proper
delivery of a Inter-Town Listing by NavTech, Customer does not conduct
and complete the validation within the time limits prescribed herein,
then the Inter-Town Portion shall be deemed accurate.
2. COMPLETENESS. Customer may test the completeness of a Inter-Town
Portion by providing to NavTech, in a mutually agreeable machine
readable format, a list containing between 100 and 500 randomly
selected incorporated cities and national and state/provincial parks
within the Inter-Town Portion ("Test Place List").
Upon receipt of a Test Place List, NavTech shall use its standard
software program, reasonably acceptable to Customer, to identify the
location of the places named in the Test Place List against the
content of the Inter-Town Portion. The Inter-Town Portion will be
deemed complete if at least 97% of the places in the Test Place List
are matched to the proper Named Place in the Navigation Database.
NavTech shall promptly provide Customer with a print-out showing the
results of the test.
Amerigon License Agreement -v.6.0- March 10, 1995 B-4
EXHIBIT C
END-USER TERMS
Customer (for purposes of End-User License Agreements "Licensor") shall include
the following terms in its End-User license agreements:
1. LICENSE GRANT. Copies of the NavTech Database and related documentation
shall be licensed to End-Users under a non-exclusive, nontransferable license
which restricts the use of such copies and documentation to Licensed Products.
The license granted to End-Users shall not include the right to grant
sublicenses.
2. FURTHER LIMITATIONS ON USE. End-Users shall be licensed to use copies of
the NavTech Database only for internal purposes, and not for service bureau,
time-sharing or other similar purposes. End-Users shall agree not to, and not
to permit others to, modify, decompile, disassemble, or reverse engineer any
portion of the NavTech Database. End-Users will be allowed to make one copy of
the NavTech Database for archival or backup purposes only. End-Users shall
agree that all copies of the NavTech Database must display the copyright notice
and information relating to proprietary rights as they appear on the NavTech
Database, including, without limitation, any "limited rights" legend. End-Users
shall agree not to copy the documentation provided with the NavTech Database.
3. OWNERSHIP. End-Users shall be informed that the NavTech Database and
related documentation and the copyrights and other proprietary rights therein
are owned by Navigation Technologies Corporation and that Licensor has obtained
the right to license End-Users to use such components on the terms and
conditions contained in the End-User License Agreement. All rights not
expressly granted in the End-User License Agreement shall be expressly retained
by and for Navigation Technologies Corporation.
4. GOVERNMENT END-USERS. If the NavTech Database is being acquired by or on
behalf of the United States government or any other entity seeking or applying
rights similar to those customarily claimed by the United States government, the
End-User License Agreement shall provide that the NavTech Database and related
documentation are licensed with "limited rights." Utilization of the NavTech
Database shall be subject to the restrictions specified in the "Rights in
Technical Data and Computer Software" clause at DFARS 252.227-7013, or the
equivalent clause for non-defense agencies. Manufacturers are Navigation
Technologies Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx
00000-0000, XXX and [FILL IN LICENSOR'S NAME AND ADDRESS.]
Amerigon License Agreement -v.6.0- March 10, 1995 C-1
5. INDEMNITY. End-Users shall agree to indemnify, defend and hold NavTech,
including its licensors, assignees, subsidiaries and affiliated companies,
officers, directors, employees, shareholders, agents and representatives of each
of them, free and harmless from and against any loss, injury, demand, cost,
expense, or claim of any kind or character, including but not limited to
attorney's fees, arising out of (a) any use of the NavTech Database, or (b) any
breach of any warranties or representations made by End-User in the End-User
License Agreement or of End-User's obligations under the End-User License
Agreement.
6. LIMITED WARRANTY. End-Users shall be informed that the only warranty made
by NavTech with respect to the NavTech Database is that for a period of time of
12 months after each End-User's purchase of its Copy of the NavTech Database, it
will conform substantially to NavTech's Criteria for Accuracy and Completeness
existing as of the date of the End-User's purchase. End-Users shall be informed
that their sole remedy if the NavTech Database does not perform as described is
that NavTech [or Licensor] will use all reasonable efforts to repair or replace
the nonconforming units of the NavTech Database or, in NavTech's discretion,
will refund the license fees paid by the End-Users for the nonconforming units
of the NavTech Database. End-Users shall be advised that, except as expressly
provided in the limited warranty described in this Paragraph: neither NavTech
nor Licensor warrants or makes any representations regarding the use or results
of the use of the NavTech Database or related documentation in terms of its
correctness, accuracy, reliability, or otherwise; no oral or written information
or advice given by Licensor or any other person shall create a warranty or in
any way increase the scope of the warranty described above, and NavTech does not
warrant the NavTech Database to be error free.
7. END-USER SIGNATURE. [NOTE: THIS PARAGRAPH SHALL APPLY ONLY WITH RESPECT TO
THE SIMULTANEOUS DISTRIBUTION OF COPIES OF THE NAVTECH DATABASE WITH LICENSED
PRODUCTS.] End-Users shall be informed that the limited warranty set forth in
Paragraph 6 shall become effective only upon Licensor's or its authorized
agent's receipt of a warranty registration card which must be fully completed
and signed by each End-User. End-Users shall also be informed that, by signing
and returning the warranty registration card, End-Users thereby acknowledge that
they have read and understand the End-User License Agreement and intend to be
legally bound by it.
8. DISCLAIMER OF WARRANTY. End-Users shall be informed that except as
expressly provided in the limited warranty described in Paragraph 6, NEITHER
NAVTECH NOR LICENSOR MAKES ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO ANY ITEM OR SERVICE TO BE PROVIDED TO END-USER. WITHOUT
LIMITING THE FOREGOING, NAVTECH EXPRESSLY DISCLAIMS ANY WARRANTIES OF QUALITY,
PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. The
foregoing disclaimer shall appear in all uppercase
Amerigon License Agreement -v.6.0- March 10, 1995 C-2
letters, in bold-type face, or shall otherwise be conspicuously set off from the
surrounding text ("Conspicuous Type"). The End-User Agreement shall also
contain, in Conspicuous Type, the following notice: SOME STATES DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
YOU.
9. LIMITATION OF LIABILITY. End-Users shall acknowledge and agree that the
fees charged for the NavTech Database do not include any consideration for
assumption of the risk of consequential or incidental damages or unlimited
direct damages which may arise in connection with End-Users' use of the NavTech
Database. Accordingly, End-Users shall agree that neither NavTech nor Licensor
shall he responsible for any loss of profit or indirect, incidental, special, or
consequential damages, including, without limitation, loss of revenue, data, or
use, incurred by End-Users or any third party arising out of the licensing or
use of the NavTech Database, whether in an action in contract or tort or based
on a warranty, even if NavTech or Licensor has been advised of the possibility
of such damages.
End-Users shall agree that NavTech's and Licensor's maximum liability to an
End-User with respect to all claims arising out of the End-User Agreement or the
use of the NavTech Database shall be limited to the license fee paid by the
End-User for the NavTech Database, depreciated on a straight line basis over a
specific period.
10. WARNING. End-Users shall be warned that:
A. Copies of the NavTech Database reflect conditions as they existed at
various points in time before end users' purchase of copies of the NavTech
Database. Accordingly, copies of the NavTech Database may contain inaccurate or
incomplete data or information due to the passage of time, road construction,
changing conditions, and otherwise.
B. Copies of the NavTech Database are comprised of compilations of data
and information from government and other sources which may contain errors and
omissions. Accordingly, copies of the NavTech Database may contain inaccurate
or incomplete data and information due to the nature and processing of such
sources.
C. Copies of the NavTech Database do not include, analyze, process,
consider or reflect any of the following categories of information, I.E.,
neighborhood quality or safety; population density; availability or proximity of
law enforcement, emergency, rescue, medical, or other assistance; construction
work, zones, or hazards; road and lane closures; legal restrictions (such as
vehicular type, weight, load, height and speed restrictions); road slope or
grade; bridge height, width, weight or other limits; road, traffic or traffic
facilities safety or conditions; weather conditions; pavement characteristics or
conditions; special events; traffic congestion; or travel time.
Amerigon License Agreement -v.6.0- March 10, 1995 C-3
11. DEFAULT AND TERMINATION. The End-User License Agreement shall be
terminable by Licensor or NavTech upon ten (10) days written notice to End-User
for any material failure to comply with any provisions of the End-User License
Agreement; provided, however, that Licensor or NavTech may terminate such
Agreement upon forty-eight (48) hours written notice if End-User fails in any
respect to comply with the requirements described in Paragraphs 1, 2, or 3
above. Upon termination of the End-User Agreement, the license granted under it
shall cease and End-User shall immediately return the NavTech Database
(including all copies) and related documentation to Licensor.
12. EQUITABLE REMEDIES. End-Users shall agree that because of the unique
nature of the NavTech Database and the proprietary rights of NavTech therein,
breach of the End-User License Agreement by End-Users would irreparably harm
NavTech, and monetary damages would be inadequate compensation. End-Users shall
further agree that NavTech shall be entitled to preliminary and permanent
injunctive relief to enforce the provisions of the End-User License Agreement.
13. TRANSFER. End-Users shall agree that neither copies of the NavTech
Database nor their rights under the End-User License Agreement may be
transferred to third parties, unless the transferee is bound by all of the
provisions of the End-User License Agreement.
14. THIRD PARTY BENEFICIARY. NavTech shall be expressly named as a third party
beneficiary of the End-User License Agreement entitled to the same rights and
protections as Licensor, and entitled to enforce the End-User License Agreement
directly against End-Users.
15. SURVIVAL AFTER TERMINATION. The End-User License Agreement shall provide
that at least the provisions dealing with indemnification by End-Users,
limitation of liability, return of all copies of the NavTech Database after
termination of the license and NavTech's third party beneficiary status shall
survive termination of the End-User License Agreement.
16. GOVERNING LAW. This Agreement shall be construed and governed by the
substantive laws of Delaware without giving effect to the conflict of laws
provisions.
Amerigon License Agreement -v.6.0- March 10, 1995 C-4
SAMPLE END-USER LICENSE AGREEMENT
IMPORTANT--PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY BEFORE USING
THE NAVTECH DATABASE. THIS AGREEMENT CONTAINS IMPORTANT WARRANTY AND OTHER
INFORMATION.
This is a legal agreement between you, the end user, and Amerigon,
Incorporated ("Licensor"), the terms and conditions of which are set forth
below. By using your copy of the NavTech Database, you agree to the terms and
conditions of this License Agreement, so you should read the following terms and
conditions carefully BEFORE you use your copy of the NavTech Database. [If the
NavTech Database is being distributed simultaneously with a Licensed Product,
also include the following sentence: You also must sign and return the
accompanying warranty registration card to Licensor in order to activate your
warranty rights and to further acknowledge your acceptance of the License
Agreement.] If you do not agree with the terms and conditions of this License
Agreement, do not use your copy of the NavTech Database, but rather return it,
along with all other accompanying items, to your supplier for a refund.
1. LICENSE GRANT. Licensor grants you a non-exclusive, nontransferable
license to use your copy of the NavTech Database and related documentation for
your personal use or, if the end user is a business, for use only in your
business' internal operations, solely as a component part of your Amerigon
AudioNav System. This license does not include the right to grant sublicenses.
2. FURTHER LIMITATIONS ON USE. You are permitted to use your copy of the
NavTech Database only for your own internal purposes, and not for service
bureau, time-sharing or other similar purposes. You shall not modify,
decompile, disassemble, or reverse engineer any portion of the NavTech Database.
You may make one copy of the NavTech Database for archival or backup purposes
only. Any such copy of the NavTech Database must display the copyright notice
and information relating to proprietary rights as they appear on your original
copy of the NavTech Database, including, without limitation, any "limited
rights" legend. You shall not copy the documentation provided with the NavTech
Database.
3. OWNERSHIP. You acknowledge that the NavTech Database, related
documentation and the copyrights and other proprietary rights therein are owned
by Navigation Technologies Corporation ("NavTech") and that Licensor has
obtained the right to grant you a license to use such components on the terms
and conditions contained in this End-User License Agreement. All rights not
expressly granted in this End-User License Agreement are expressly retained by
and for NavTech.
Amerigon License Agreement -v.6.0- March 10, 1995 C-5
4. GOVERNMENT END-USERS. If the NavTech Database is being acquired by or on
behalf of the United States government or any other entity seeking or applying
rights similar to those customarily claimed by the United States government, the
NavTech Database and related documentation are licensed with "limited rights."
Utilization of the NavTech Database is subject to the restrictions specified in
the "Rights in Technical Data and Computer Software" clause at DFARS
252.227-7013, or the equivalent clause for non-defense agencies. Manufacturers
are Navigation Technologies Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000-0000, XXX and [FILL IN LICENSOR'S NAME AND ADDRESS.]
5. INDEMNITY. You agree to indemnify, defend and hold NavTech, including its
licensors, assignees, subsidiaries, affiliated companies, and the respective
officers, directors, employees, shareholders, agents and representatives of each
of them, free and harmless from and against any liability, loss, injury, demand,
cost, expense, or claim of any kind or character, including but not limited to
attorney's fees, arising out of (a) any use of the NavTech Database, or (b) any
breach of any warranties or representations made by you in this End-User License
Agreement or of your obligations under this End-User License Agreement.
6. LIMITED WARRANTY. NavTech warrants that, for a period of time of 12 months
after your purchase of your copy of the NavTech Database, it will conform
substantially to NavTech's Criteria for Accuracy and Completeness existing as of
the date you purchased your copy of the NavTech Database. Your sole remedy if
the NavTech Database does not perform in accordance with this limited warranty
is that NavTech will use all reasonable efforts to repair or replace your
nonconforming copy of the NavTech Database or, in NavTech's discretion, NavTech
will refund the license fees paid by or for you for your nonconforming copy of
the NavTech Database. Except as expressly provided in this section, neither
NavTech nor Licensor warrants or makes any representations regarding the use or
results of the use of the NavTech Database or related documentation in terms of
its correctness, accuracy, reliability, or otherwise. NavTech does not warrant
that the NavTech Database is or will be error free. No oral or written
information or advice provided by Licensor or any other person shall create a
warranty or in any way increase the scope of the limited warranty described
above.
7. END-USER SIGNATURE. [NOTE: INCLUDE THIS SECTION ONLY IF THE NAVTECH
DATABASE IS BEING DISTRIBUTED SIMULTANEOUSLY WITH A LICENSED PRODUCT.] The
limited warranty set forth in Section 6 shall become effective only upon
Licensor's receipt of the attached warranty registration card which must be
fully completed and signed by you. By signing and returning the warranty
registration card to Licensor, you acknowledge that you have read and understand
this End-User License Agreement and that you
Amerigon License Agreement -v.6.0- March 10, 1995 C-6
intend to be legally bound by all of the terms and conditions of this End-User
License Agreement.
8. DISCLAIMER OF WARRANTY. Except as expressly provided in the limited
warranty set forth in Section 6, NEITHER NAVTECH NOR LICENSOR MAKES ANY
WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY
ITEM OR SERVICE TO BE PROVIDED TO YOU. WITHOUT LIMITING THE FOREGOING, NAVTECH
EXPRESSLY DISCLAIMS ANY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, S0 THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY. The fees charged for your copy of the NavTech
Database do not include any consideration for assumption of the risk of
consequential or incidental damages or unlimited direct damages which may arise
in connection with your use of the NavTech Database. Accordingly, NEITHER
NAVTECH NOR LICENSOR SHALL BE RESPONSIBLE FOR ANY LOSS OF PROFIT OR INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION,
LOSS OF REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY ARISING OUT OF
YOUR USE OF THE NAVTECH DATABASE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR
BASED ON A WARRANTY, EVEN IF NAVTECH OR LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NavTech's and Licensor's maximum liability to you
with respect to all claims arising out of this End-User Agreement or your use of
the NavTech Database shall be limited to the license fee paid by you for your
copy of the NavTech Database, depreciated on a straight line basis over a
specific period.
10. WARNINGS.
A. Copies of the NavTech Database reflect conditions as they existed at
various points in time before end users' purchase of copies of the NavTech
Database. Accordingly, copies of the NavTech Database may contain inaccurate or
incomplete data or information due to the passage of time, road construction,
changing conditions, and otherwise.
B. Copies of the NavTech Database are comprised of compilations of data and
information from government and other sources which may contain errors and
omissions. Accordingly, copies of the NavTech Database may contain inaccurate
or incomplete data and information due to the nature and processing of such
sources.
C. Copies of the NavTech Database do not include, analyze, process,
consider or reflect any of the following categories of information, I.E.,
neighborhood quality or safety; population density; availability or proximity of
law enforcement, emergency, rescue, medical, or other assistance; construction
work, zones, or hazards; road and lane closures; legal restrictions (such as
Amerigon License Agreement -v.6.0- March 10, 1995 C-7
vehicular type, weight, load, height and speed restrictions); road slope or
grade; bridge height, width, weight or other limits; road, traffic or traffic
facilities safety or conditions; weather conditions; pavement characteristics or
conditions; special events; traffic congestion; or travel time.
11. DEFAULT AND TERMINATION. This End-User License Agreement is terminable by
Licensor or NavTech upon ten (10) days written notice to you for any material
failure to comply with any provisions of this End-User License Agreement;
provided, however, that Licensor or NavTech may terminate such Agreement upon
forty-eight (48) hours written notice if you fail in any respect to comply with
the requirements described in Sections 1, 2, or 3 above. Upon termination of
this End-User License Agreement, the license granted under it shall cease and
you shall immediately return your copies of the NavTech Database and related
documentation to Licensor or NavTech.
12. EQUITABLE REMEDIES. You acknowledge that because of the unique nature of
the NavTech Database and the proprietary rights of NavTech therein, breach of
this End-User License Agreement by you would irreparably harm NavTech, and
monetary damages would be inadequate compensation. You agree that NavTech shall
be entitled to preliminary and permanent injunctive relief to enforce the
provisions of this End-User License Agreement.
13. TRANSFER. You agree that neither your copies of the NavTech Database nor
your rights under this End-User License Agreement may be transferred to third
parties, unless the transferee is bound by all of the provisions of this
End-User License Agreement.
14. THIRD PARTY BENEFICIARY. NavTech is hereby expressly named as a third
party beneficiary of this End-User License Agreement. Accordingly, you agree
that NavTech is entitled to the same rights and protections under this End-User
License Agreement as Licensor, and NavTech is entitled to enforce this End-User
License Agreement directly against you.
15. SURVIVAL AFTER TERMINATION. The provisions of this End-User License
Agreement contained in Section 5 (Indemnity), Section 9 (Limitation of
Liability), Section 11 (regarding Return of All Copies of the NavTech Database
After Termination), and Section 14 (NavTech's Third Party Beneficiary Status)
shall survive termination of this End-User License Agreement.
16. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Delaware, without giving effect to its conflict of laws provisions.
Amerigon License Agreement -v.6.0- March 10, 1995 C-8
EXHIBIT D
OPPORTUNITIES FOR ADDITIONAL LICENSE FEES
Subject to further discussion and mutual agreement, Customer will pay additional
license fees to NavTech for enhancements to the Navigation Database which add
functionality and/or reduce the work required to be performed by Customer with
respect to the Navigation Database. Potential items for Customer and NavTech to
discuss in this regard include the following:
ADDITIONAL FUNCTIONALITY:
- Predicted road speed by time of day and day of week
- Locations of traffic lights or stop signs
- Yellow pages data including complete business listings with
comprehensive data such as phone number, short descriptions of
offerings, business type classifications, restaurant reviews and the
like
- Ranking of priorities of multiple location occurrences (e.g., if there
are 10 addresses called "100 Main" street in a database, which
locations are most likely to be used versus least likely
REDUCTIONS IN WORK:
- Identifying Road "Pathologies" (i.e., intersection configurations that
cause routing ambiguity)
- Phonetic street pronunciation
- Simplified egress and ingress instruction set for major landmarks
(e.g., airports, Disneyland, etc.)
- Recorded street names
- Field testing of AudioNav units in a particular metro area
- Map editing, including off-ramp signage, quality checking and uniform
naming of points of interest
- Identification of "Preferred" names for roadways and points of
interest
Amerigon License Agreement -v.6.0- March 10, 1995 D-1
EXHIBIT E
SPECIFICATION OF METROPOLITAN AREAS
A "Metropolitan Area" shall mean and include NavTech's Detailed City Database
coverage for each of the following cities and their respective metropolitan
areas:
Albuquerque, NM Oklahoma City, OK
Atlanta, GA Omaha/Lincoln, NE
Austin/San Antonio, TX Orlando, FL
Baltimore, MD Philadelphia, PA
Boston, MA Phoenix, AZ
Buffalo/Niagara Falls, NY Pittsburgh, PA
Central Valley Area, CA Portland, OR
Charlotte, NC Raleigh/Durham, NC
Chicago, IL Richmond, VA
Cincinnati/Dayton, OH Sacramento, CA
Cleveland, OH Salt Lake City, UT
Columbus, OH San Diego,CA
Dallas/Ft. Worth, TX San Francisco Bay Area, CA
Daytona Beach, FL Santa Barbara, CA
Denver/Boulder, CO Seattle, WA
Detroit, MI St. Louis, MO
Flint, MI Toledo, OH
Grand Rapids, MI Toronto, Canada
Greensboro/Winston/Salem, NC Tulsa, OK
Hartford, CT/Springfield, MA Washington, D.C.
Houston, TX
Indianapolis/Kokomo, IN
Jacksonville, FL
Kansas City, MO
Lansing, MI
Las Vegas, NV
Los Angeles, CA
Memphis, TN
Miami/Ft. Lauderdale/West Palm
Beach, FL
Milwaukee, WI
Minneapolis/St. Xxxx, MN
Nashville, TN
New Jersey (northern)
New Orleans, LA
New York, NY
Amerigon License Agreement -v.6.0- March 10, 1995 E-1
