Exhibit 10.5
*** CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT (INDICATED BY
ASTERISKS) HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER 17 C.F.R.
SECTIONS 200.80(B)(4), 200.83 AND 230.406.
JN MICROSYSTEMS, INC. PROPRIETARY AND CONFIDENTIAL
Agreement Number 115804
STAROFFICE SOFTWARE OEM LICENSE AND DISTRIBUTION AGREEMENT
This StarOffice Software OEM License and Distribution Agreement ("Agreement") is
made and entered into by and between Sun Microsystems, Inc., a Delaware
corporation, located at 000 Xxx Xxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000
("Sun)" and Customer set forth below ("Customer"):
Customer: Xxxxxxx.xxx
Address: 0000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
X.X.X.
Tel: 000-000-0000
Fax: 000-000-0000
E-mail: Xxxxx@xxxxxxx.xxx
WHEREAS, Sun designs, develops and markets office productivity software and
documentation.
WHEREAS, Customer desires to license from Sun the Software (as defined below)
and distribute the same on the terms and conditions herein.
IN CONSIDERATION of the mutual promises and covenants contained in this
Agreement and the Attachments attached hereto and incorporated herein, and for
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties agree as follows:
This Agreement includes the terms and conditions set forth herein and the
following attachments (collectively, "Attachments"):
ATTACHMENT 1 AGREEMENT DETAILS
ATTACHMENT 2 END USER BINARY CODE LICENSE AGREEMENT
ATTACHMENT 3 TRADEMARK LICENSE AGREEMENT
Notices as described in Section 12.8 ("Notices") shall be delivered to Customer
at the above address and to Sun at the above address, Mailstop: XXX00-000,
Xxxxxxxxx: StarOffice Software OEM Sales Department, with a copy to Sun Legal
Dept., Attn. Vice President Software Legal at the above address, Mailstop:
SCA14-210. Royalty reports and payments should be sent to Sun Microsystems,
Inc., Software Royalty Accounting Group, XX Xxx 00000, Xxxx Xxxx, XX 00000.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized representatives.
SUN: XXXXXXX.XXX
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxx Xxxxxxx
--------------------------- -------------------------------
Name: Xxxxxx Xxxx Name: Xxxxx Xxxxxxx
------------------------- -----------------------------
(printed or typed) (printed or typed)
Title: Manager - STS Sales Ops Title: President
Date: 6/29/02 Date: 6-28-02
GENERAL TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 "Binary Code License" or "BCL" means an End User license to
use the Software pursuant to the terms set forth in Attachment 2 ("End User
Binary Code License Agreement"). The BCL must be provided with each copy of the
Software distributed.
1.2 "Confidential Information" means that information which
Customer and/or Sun desire to protect against unauthorized disclosure or use and
which the disclosing party designates as confidential (i) in writing, if
communicated in writing, or (ii) orally, prior to any oral disclosure of the
Confidential Information. The terms and conditions of this Agreement shall be
considered Confidential Information of Sun.
1.3 "Customer Marketing Collateral" means all materials created by
Customer and used in connection with promoting or marketing Customer's Product,
including but not limited to, advertising, press releases, brochures, data
sheets, web pages, trade show and event materials, and ad pillars, in any
medium, including but not limited to print and online media.
1.4 "Customer's Product(s)" means the hardware system(s), software
and/or components manufactured by or for Customer which have material value
independent from the Software, and incorporate or include the Software as an
integral element of Customer's hardware system, software or component,
pre-installed from Master Media.
1.5 "Distributor" means an entity that distributes Customer's
Products and which is under a contractual obligation to Customer as set forth in
this Agreement, for example, a retail distributor.
1.6 "Effective Date" shall have the meaning set forth in Section
3.1 ("Term").
1.7 "End User" means the person or entity to whom the BCL applies
and to whom Customer and/or Distributors furnish the Software for use with and
as part of Customer's Products for internal use and not for resale, marketing,
or leasing.
1.8 "End User Documentation " means users' manuals, programmers'
guides and system guides which Sun may provide for use with the Software, and
which are specified in the Attachments hereto and/or the Price List.
1.9 "Error" means any reproducible failure of the Software to
perform its intended functions or any material inaccuracies in the End User
Documentation.
1.10 "Error Correction " means a modification, addition, procedure
or routine intended to correct the practical adverse effect of an Error.
1.11 "Installed Base" means Customer's pre-existing End User
customers who are already in possession of and using Customer's Product under a
current and valid license. Such installed Customer Products shall be referred to
as "Installed Systems."
1.12 "Licensed Trademarks" means the StarOffice Logos, STAROFFICE
word xxxx, and the Sun Logo depicted in Attachment 3-A or such additional or
replacement xxxx(s) as Sun may provide under the Trademark Agreement, and no
other logo, xxxx or designation.
1.13 "Master Media" means the Software delivered to Customer for
the purpose of mass duplication in accordance with Section 2.0 ("Binary License
Rights; Terms and Conditions") herein.
1.14 "Price List" means the then-current, geographical, specific
release of the Sun Software OEM and Reseller License Fee and Royalty Schedule
including any subsequent price changes made by Sun pursuant to Section 4.4
("Price Changes").
1.15 "Royalty Bearing Event" means the license, grant of right to
use, or other authorized transfer of the Software. There will be only one (1)
Royalty Bearing Event for each copy of the Software shipped.
1.16 "Single Incident" means an End User question about the
Software relating to a specific, discrete issue (for example, installation,
launch, configuration, troubleshootnig, usability, etc.) that can be answered by
violating its origin to a single cause.
1.17 "Software" means the binary, machine-readable, executable code
for the Sun software product and End User Documentation listed in Attachment 1
("Agreement Details") hereto, and Updates or Error Corrections provided to
Customer, if any.
1.18 "Sun Marketing Collateral" means all materials created by or
for Sun and used in connection with promoting or marketing Sun's Software,
including but not limited to, advertising, press releases, brochures, data
sheets, web pages, trade show and event materials, and ad pillars, in any
medium, including but not limited to print and online media.
1.19 "Sun Trademarks" means the Licensed Trademarks and all
iPlanet-, Java-, Jini-, Solaris-, Sun-, and StarSuite-based names, marks, logos,
trade dress and other brand designations used by Sun and its related companies.
1.20 "Tax" means sales, use, rental, receipt, personal property,
value-added, consumption, goods and services, or other tax which may be levied
or assessed in connection with this Agreement, excluding tax based on Sun's
income.
1.21 "Territory" means the jurisdiction(s) where Customer may
market, advertise, and distribute Customer's Product containing the Software as
set forth in Attachment 1 ("Agreement Details"), and shall include no other
countries except Japan, the Peoples Republic of China (excluding Hong Kong),
Korea or Taiwan unless otherwise agreed by Sun in writing.
1.22 "Technical Support Entitlement" means that Sun will provide to
Customer for inclusion with Customer's Product, a text file (e.g., "Read Me"
file), splash screen, dialogue box or other collateral that will entitle the End
User to technical assistance with the Software (End User questions about the
Software relating to specific, discrete issues such as installation, launch,
configuration, usability, etc.) within a specified timeframe. Sun may also
provide End User Software training.
1.23 "Update" means a release of the Software, if any, which is
designated by Sun in its sole discretion as containing substantially only Error
Corrections, or minor new features, functionality and/or performance
enhancements. An Update is generally signified by a change of version
designation to the right of the decimal point, for example, version 6.0 to
version 6.1.
2.0 BINARY LICENSE RIGHTS; TERMS AND CONDITIONS
2.1 Binary License Grant. Subject to and conditioned upon
Customer's compliance with the payment obligations, limitations and restrictions
set forth in this Agreement, with respect to Software, Sun grants to Customer a
personal, non-transferrable, and nonexclusive, royalty-bearing, limited right
and license as follows:
(a) to make copies of the Software from Master Media,
install those copies in Customer's Products as part of the manufacturing process
prior to shipment, and distribute such copies as part of Customer's Products in
accordance with the terms of this Agreement;
(b) to copy Software from Master Media onto separate
packaged product storage media such as CD-ROMs ("White-CD") and distribute for
use with Customer's Product one White-CD with each Customer's Product
incorporating Software installed from Master Media;
(c) to the extent Updates are made available, to
distribute unbundled Updates to Customer's Installed Base for use only with
Installed Systems. Updates will be made available solely at Sun's discretion.
Such distributions, if any, must be made pursuant to an agreement with each End
User restricting use of the Update to Installed Systems.
2.2 Binary License Terms and Conditions. Each distribution of the
Software by Customer or its Distributors to an End-User must be made pursuant to
the unmodified terms and conditions of the BCL, including the supplemental terms
and conditions relating to the Software. It is expressly acknowledged and agreed
that in the United States and in other jurisdictions where an enforceable
copyright protection covering the Software exists, such license may be a written
agreement on or accompanying the package containing the Software media that is
fully visible to the End-User before the package is opened, that the End-User
accepts by opening the package and that complies with applicable law relating to
agreements of such type. In all other jurisdictions, such license must be a
written agreement signed by the End-User. Sun does not undertake to inform
Customer of the jurisdictions where such copyright protection exists. In the
event the End User, upon reading the BCL, elects to return the product as
provided in the product packaging, Customer will accept return of the Software
and shall refund the license fee to the End User.
2.3 Distribution Agreements.
(a) Prior to Customer furnishing any Software to any of
its Distributors, Customer shall obtain a signed agreement from its Distributors
substantially similar to the terms and conditions of this Agreement and
sufficient to allow protection of the intellectual property rights of Sun and
its licensors.
(b) Customer shall use commercially reasonable efforts
comparable to those it uses for its own products to monitor and enforce any
agreements with Distributors and End Users of the Software entered into by
Customer or its Distributors, and Customer shall promptly inform and consult
with Sun if Customer becomes aware of any substantial non-compliance. If a
Distributor or End User fails to fulfill any of its material obligations with
respect to the Software under such agreement, Sun may, upon its election and in
addition to any other remedies that it may have, notify Customer in writing of
such breach and require Customer to terminate all the rights granted in such
agreement with respect to the Software by thirty (30) days written notice to
such Distributor or End User specifying the breach, unless the breach is
remedied within such thirty (30) day period. In the event that Customer fails to
satisfy the foregoing obligations with regard to the Software, subject to
Section 8.0 ("Limitation of Liability"), Customer shall be responsible for all
reasonable costs incurred by Sun, including without limitation, attorneys' fees,
in connection with such enforcement actions undertaken by Sun. In those
jurisdictions where Sun does not have standing to bring an action in its own
name or under the intellectual property laws of such jurisdiction, Customer
shall assign those rights to Sun reasonably necessary to allow Sun to bring an
action under any legal theory available to Customer.
2.4 End User Documentation Distribution; Modification.
(a) End User Documentation Distribution. Electronic
documentation is included with Software. Customer may reprint documentation
included on Master Media only.
(b) Modification of End User Documentation. Customer may
not modify the End User Documentation.
2.5 Trademarks, Logos and Product Designs; Proprietary Notices.
(a) Customer may refer to Software by the associated Sun
Trademarks, provided that such reference is not misleading and complies with the
then-current Sun Trademark and Logo Requirements, currently located at
xxxx://xxx.xxx.xxx/xxxxxxxx/xxxxxxxxxx. Customer shall not remove, alter, or add
to any Sun Trademarks, nor shall it co-logo Software. Customer is granted no
right, title or
license to, or interest, any Sun Trademarks or any name, xxxx, logo, trade dress
or brand designation of Sun and its related companies in this Agreement or any
Attachment. Customer acknowledges Sun's rights in Sun Trademarks and agrees that
any use of Sun Trademarks by Customer shall inure to the sole benefit of Sun.
Customer agrees not to (i) challenge Sun's ownership or use of, (i) register, or
(iii) infringe any Sun Trademarks, nor shall Customer incorporate any Sun
Trademarks into Customer's trademarks, service marks, company names, internet
addresses, domain names, or any other similar designations. If Customer acquires
any rights in any Sun Trademarks by operation of law or otherwise, it will
immediately at no expense to Sun assign such rights to Sun along with any
associated goodwill, applications, and/or registrations.
(b) As between Sun and Customer, Customer acknowledges
and agrees that Sun is the sole owner of the Sun Trademarks and all associated
goodwill and intellectual property rights. Customer further agrees that any use
of Sun Trademarks by Customer shall inure to the sole benefit of Sun. Customer
agrees not to: (i) challenge Sun's ownership, use of or the validity of the On
Trademarks; (ii) attempt or register any xxxx or logo identical or substantially
similar to any Sun Trademark; (iii) remove, alter or add to any of Sun
Trademark; (iv) incorporate any of Sun Trademarks into Customer's trademarks,
product names, service marks, company names, slogans, domain names or any other
similar designations for use on or in connection with any computer and/or
internet-related hardware, software, technologies or services or any other
products or services likely to cause confusion with or dilute the Sun
Trademarks; or (v) infringe any Sun Trademark or associated intellectual
property rights. If Customer acquires any rights in any Sun Trademarks by
operation of law or otherwise, it will immediately at no expense to Sun assign
such rights to Sun along with any associated goodwill, applications, and/or
registrations.
(c) Customer agrees to enter into and comply with a
Trademark License Agreement appended as Attachment 3. Customer shall use the
STARSUITE word xxxx, the StarSuite Logos and the Sun Logo in strict compliance
with the terms and conditions of the Trademark License Agreement.
(d) Customer shall not delete, cover or alter, and shall
maintain Sun's trademarks, logos, proprietary rights notices and restrictive
rights legends included in and on the End User Documentation and Software.
Customer shall reproduce any proprietary rights notices of Sun and/or
contributing third parties contained in or on all copies of Software, End User
Documentation, packaging and related materials, in whole or in part, developed
or made by Customer or its Distributors. Customer shall submit its Customer
Products containing Software, End User Documentation or other materials licensed
hereunder to Sun for approval pursuant to this Section 2.5 ("Trademarks, Logos
and Product Designs; Proprietary Notices") prior to distribution, which approval
shall not be unreasonably withheld or delayed.
2.6 Intended Purpose. The intended purpose of the Software is for
use on, and as an integral component of, Customer's Products. Customer's Product
packaging for the Software shall clearly indicate this intended purpose.
Customer shall market and distribute the Software only with Customer's Product
and directly or indirectly through Customer's Distributors to End Users only if
bundled with Customer's Product. Customer and Distributors shall not distribute
the Software on a stand-alone basis.
2.7 Governmental Approvals. Customer shall, at its own expense,
obtain and arrange for the maintenance in full force and effect of all
governmental approvals, consents, licenses, authorizations, declarations,
filings and registrations as may be necessary for the performance of the terms
and conditions of the Agreement, including without limitation, fair trade
approvals, under all laws, regulations and other legal requirements within the
jurisdictions that Customer distributes the Software that apply to this
Agreement, including tax and foreign exchange legislation.
2.8 No Other Rights. Except as expressly stated herein and in the
Attachment(s) hereto, no other license, right or interest is granted to Customer
for any other purpose.
3.0 TERM AND TERMINATION
3.1 Term. This Agreement shall commence on: (i) the date of its
execution by Sun or (ii) where this Agreement will be void or Sun will be liable
for a penalty without an approval, registration, filing as referred to in
Section 2.7 ("Governmental Approvals"), or Sun obtaining the necessary US export
license, the date of such approval, registration, filing, or US export license,
whichever occurs later (the "Effective Date") and shall have an initial term of
[***]. [***].
3.2 Termination. If either party fails to comply with any of the
material terms and conditions of this Agreement, the other party may terminate
this Agreement upon thirty (30) days written notice to the breaching party
specifying any such breach, unless the breach specified therein has been
remedied within such thirty (30) day period. In the event of Customer's breach,
Sun may terminate this Agreement in its entirety or as to any individual
Software product.
3.3 Termination for Insolvency. Either party may terminate this
Agreement immediately in the event that the other party ceases to conduct its
operations in the normal course of business, files for or becomes the subject of
a bankruptcy petition, is placed in receivership, or attempts to assign this
Agreement to creditors or otherwise without prior written consent of the other
party.
3.4 Effect of Termination.
(a) For Breach by Customer: Upon expiration or
termination of this Agreement for breach by Customer, Customer shall discontinue
issuing BCLs for the Software, shall return all Software and Sun Confidential
Information and all copies thereof in its possession to Sun or destroy all
Software and all copies thereof in Customer's possession and certify in writing
by an officer of Customer that such Software and all copies thereof were so
destroyed.
(b) BCLs for the Software issued prior to the effective
date of termination shall continue in accordance with their terms and
conditions. Customer's obligation to pay royalties accrued prior to the
termination of this Agreement shall not terminate.
3.5 No Liability For Termination. To the full extent allowed by
any applicable law except as expressly provided in this Agreement, Customer
agrees that it shall have no rights to damages or indemnification of any nature
due to any expiration or rightful termination of this Agreement by Sun pursuant
to its terms. The foregoing restriction shall include without limitation,
commercial severance pay whether by way of loss of future profits, expenditure
for promotion of the Software, payment for goodwill generated or other
commitments made in connection with the business contemplated by this Agreement
or other similar matters. Customer will not be entitled under local law or
otherwise to receive any payment from Sun, whether for actual, consequential,
indirect, special or incidental damages, costs or expenses, whether foreseeable
or unforeseeable, any right to which Customer hereby waives and disclaims.
Customer EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES
FOR ANY TERMINATION OF BUSINESS RELATIONSHIP BY A FOREIGN BUSINESS ENTITY, WHICH
MAY EXIST UNDER THE LAWS OF ANY APPLICABLE JURISDICTION.
3.6 Survival. Rights and obligations under this Agreement which by
their nature should survive, will remain in effect after termination or
expiration hereof.
4.0 PAYMENTS; TAXES; ACTIVITY LEVEL
4.1 Payment Terms. Except as otherwise specified in the
Attachments hereto, and in consideration of the rights granted to Customer
hereunder, Customer shall pay to Sun the royalties for each Royalty Bearing
Event for the applicable Software licensed or distributed by Customer on a
quarterly basis within thirty (30) days following the end of the preceding
calendar quarter, accompanied by a report pursuant to Section 5.1 ("Record
Keeping") below. Software license and royalty fees are set forth on the Sun
Price List. To the extent that Customer orders any Software or other products
from Sun
or Sun invoices Customer for any royalties due, Customer shall pay any amounts
due to Sun within thirty (30) days from Sun's invoice date except for royalties,
which shall always be due within thirty (30) following the end of the preceding
calendar quarter. Sun's acceptance of this Agreement and any associated order(s)
does not imply Sun's approval of an open line of credit. Credit terms are
established by Sun based in part upon Customer's financial and payment records.
Sun reserves the right to place Customer on credit hold in the event Customer's
financial condition ceases to warrant the credit terms specified above.
4.2 Taxes.
(a) Subject to Section 4.2(b), all amounts payable by
Customer under this Agreement are exclusive of any Tax, levy or similar
governmental charge that may be assessed by any jurisdiction, whether based on
gross revenue, the delivery, possession or use of the Software, the execution or
performance of this Agreement or otherwise, except for net income, net worth or
franchise taxes assessed on Sun. If, under the local law, Customer is required
to withhold any Tax on such payments, then the amount of the payment actually
remitted to Sun will be net of all Taxes. Customer will promptly furnish Sun
with the official receipt of payment of these Taxes to the appropriate taxing
authority. Customer will pay all other Taxes, levies or similar governmental
charges or provide Sun with a certificate of exemption acceptable to the taxing
authority.
(b) Notwithstanding Section 4.2(a), Customer may deduct
from payments any income tax or tax of a similar nature imposed by any
non-United States government ("government income tax") on the income of Sun from
such payment and actually paid by Customer for the account of Sun. In the event
that Customer deducts any such income tax from any such payment, Customer shall
furnish Sun with evidence acceptable to Sun and to the United States Government
to sufficiently establish that such government income tax has been paid for the
account of Sun.
4.3 Updates. The fees specified in this Agreement are for the
then-current release of the Software and any Updates. It is within Sun's sole
discretion to release and/or distribute Updates to Customer. Sun shall have the
right, at its sole discretion and without incurring any liability to Customer,
to modify the Software or discontinue its development, manufacture, sale or
support and will provide Customer with sixty (60) days prior notice. Such change
shall not require Customer's approval.
4.4 Price Changes. Sun reserves the right to change the Price
List, discount schedule and/or royalties for any Software at any time. In the
event of a price increase, Sun shall provide Customer with thirty (30) days
prior notice. Such change shall not require Customer's approval. If, during the
term of this Agreement, Sun decreases the royalty rate for any Software(s), all
orders for such Software(s) scheduled for shipment or in transit to Customer at
the time of such notice shall be adjusted to the decreased royalty rate.
4.5 Customer's Products. Customer shall list in its revenue
reports to Sun pursuant to Section 5.0 ("Records; Audit Requirement; Forecast")
of the Agreement, Customer's Products shipped in conjunction or associated with
the Software hereunder.
5.0 RECORDS; AUDIT REQUIREMENTS; FORECAST
5.1 Record Keeping. Customer shall maintain for a three (3) year
period revenue records sufficient to determine that Customer is in compliance
with the terms and conditions of this Agreement. Customer shall provide to Sun
along with any payments specified hereunder, quarterly revenue reports, in the
English language which shall include, at a minimum, the following information:
(i) the Names of Software products; (ii) Customer's Product names; (iii) the
number of units of each type of Customer's Product shipped with the Software;
(iv) the number of Customer's Product units forecasted to be shipped for the
next six (6) months; (v) the number of units of Customers Product that were
returned to Customer for the reporting period for which Customer is entitled to
a credit; and (vi) the royalty amounts due Sun.
For any quarter in which no royalties are paid, Licensee will submit a report so
indicating, along with any of the applicable above information. Royalty reports
and payments should be sent to the address set forth above unless otherwise
indicated by Sun in writing.
5.2 Audit Requirements. The following audit provision shall
continue throughout the term of this Agreement and shall survive the termination
of this Agreement insofar as applicable to obligations accrued prior to such
termination.
(a) Right to Audit. Sun shall have the right to audit the
records and accounts of Customer required to be kept in accordance with this
Agreement. The auditor shall be adequately bound to keep confidential all
Confidential Information of Customer learned during the course of or pursuant to
the audit. Any such audit shall be performed only during Customer's normal
business hours, no more frequently than once per calendar year (but more
frequently and at Sun's discretion if irregularities are found), and shall be
performed in such a manner as to avoid unreasonable interference with Customer's
business operations; and the auditor shall be limited to reporting the adequacy
of Customer's records and accounts, including, but not limited to, whether
Customer is in compliance with the terns of this Agreement and the amount, if
any, of underpayment or overpayment of the amounts due Sun pursuant to this
Agreement. Except as expressly provided in Section 5.2(b) ("Errors In Payment"),
Sun shall bear all costs and expenses associated with the exercise of its right
to audit.
(b) Errors in Payment. In the event that any errors in
payment shall be determined, such errors shall be corrected by appropriate
adjustment in payment (plus interest at one and one-half percent (1-1/2%) per
month or the highest rate permitted by law) for the quarterly period during
which the error is discovered. In the event of underpayment of more than five
percent (5%) of the amount due for that period (i) Customer shall reimburse Sun
for the reasonable charges of the audit that identified the underpayments, and
(ii) Sun shall have the right to conduct additional audits, at its sole
discretion; in ninety (90) day intervals until Customer becomes fully compliant
with the terms and conditions of this Agreement.
6.0 CONFIDENTIAL INFORMATION
Customer may not disclose Sun's Confidential Information and may use it only for
purposes specifically contemplated in this Agreement. Sun will treat Customers
Confidential Information with the same degree of care as it does its own similar
information. The foregoing obligations do not apply to information which: (i) is
rightfully obtained by recipient without an obligation to maintain its
confidentiality; (ii) is or becomes generally known to the public through no act
or omission of recipient, or (iii) is independently developed by recipient
without use of the other party's Confidential Information. This Section 6.0
("Confidential Information") will not affect any other confidential disclosure
agreement between the parties.
7.0 WARRANTIES
7.1 Customer's Limited Warranty: Sun warrants that for a period of
ninety (90) days from the date of delivery to Customer that the media on which
the Software is furnished will be free of defects in materials and workmanship
under normal use. Except for the foregoing, to the full extent allowed by
applicable law, the Software is provided "AS IS" and without warranty of any
kind. Customer's exclusive remedy and Sun's entire liability under this limited
warranty will be at Sun's option to repair or replace the defective media.
7.2 Nuclear Applications. Software is not designed or intended for
use in the design, construction, operation or maintenance of any nuclear
facility. SUN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH
USES.
7.3 No Other Warranties. UNLESS SPECIFIED IN THIS AGREEMENT, ALL
EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO
THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
8.0 LIMITATION OF LIABILITY
TO THE FULL EXTENT ALLOWED BY ANY APPLICABLE LAW, AND EXCEPT FOR OBLIGATIONS TO
DEFEND UNDER SECTION 9.0 ("INTELLECTUAL PROPERTY CLAIMS") OF THIS AGREEMENT,
EACH PARTY'S LIABILITY TO THE OTHER FOR CLAIMS RELATING TO THIS AGREEMENT,
WHETHER FOR BREACH OR IN TORT, SHALL BE LIMITED TO THE AMOUNT OF ACCRUED
ROYALTIES PAYABLE TO SUN FOR ALL COPIES LICENSED HEREUNDER FOR THE PARTICULAR
SOFTWARE GIVING RISE TO SUCH CLAIM, IF ANY. THE FOREGOING LIMITATION DOES NOT
REDUCE CUSTOMER'S OBLIGATION TO PAY SUN THE LICENSE FEES DUE AND OWING FOR THE
SOFTWARE. NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE,
SPECIAL, INCIDENTAL OR NSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA, OR
OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY, OR IN TORT, EVEN
IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND
WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. THE FOREGOING LIMITATION OF
LIABILITY OF CUSTOMER TO SUN SHALL NOT APPLY IF CUSTOMER'S ACTIONS OR INACTION
RESULT IN THE UNAUTHORIZED DISCLOSURE, DISTRIBUTION OR USE OF THE SOFTWARE OR
SUN'S CONFIDENTIAL INFORMATION.
9.0 INTELLECTUAL PROPERTY CLAIMS
9.1 Sun shall defend at its own expense and, in addition, shall
indemnify Customer from damages, liabilities, costs and expenses actually
awarded against Customer up to the amount stated in Section 8.0 ("Limitation of
Liability"), as a result of any final judgment against Customer in which it is
determined that the marketing or use of any Sun written code within the Software
infringe Berne Convention copyrights of third parties in any country where Sun
has a subsidiary. In the event Sun elects to avoid litigation relating to the
foregoing and settle any such claims, Sun will pay the settlement amount and
obtain a release as to all such claims against Customer.
9.2 Customer shall defend at its expense without limitation and,
in addition, shall indemnify Sun from damages, liabilities, costs and expenses
actually awarded against Sun up to the amount stated in Section 8.0 ("Limitation
of Liability"), as a result of actions or omissions set forth in Section 9.5 (i)
through (iv). In the event Customer elects to avoid litigation relating to the
foregoing and settle any such claims, Customer will pay the settlement amount
and obtain a release as to all such claims against Sun.
9.3 The indemnification obligations set forth in Sections 9.1 and
9.2 above shall be conditioned upon the indemnified party (i) notifying the
indemnifying party within thirty (30) days of notice of a claim of infringement;
(ii) providing full cooperation and assistance to the indemnifying party at the
indemnifying party's expense; and (iii) providing the indemnifying party full
authority to manage the defense or settlement of the claim.
9.4 Should Software become or, in Sun's opinion, be likely to
become the subject of a claim of infringement for which indemnification
obligations would apply according to Section 9.1 above, Sun, at its option may
(i) at no additional cost to Customer, procure for Customer the right to
continue to use the Software, (ii) at no additional cost to Customer, replace or
modify the Software to make such Software non-infringing, provided that
substantially similar functionality and performance is obtained with the
replacement or modified Software, or (iii) if the right to continue to use
cannot be procured under commercially reasonable terms, or such Software cannot
be replaced or modified within a commercially reasonable time and at a
commercially reasonable expense, terminate the license to use such Software and
refund to Customer over five (5) years in equal monthly payments the amounts
that Customer refunds to its customers for such Software due to the claim of
infringement, up to the total amounts actually paid by Customer to Sun under
this Agreement for such Software. Sun's performance of (i), (ii) or (iii) above
shall be Customer's sole and exclusive remedies.
9.5 Notwithstanding the foregoing, Sun shall have no obligation to
indemnify and defend Customer or to pay costs, damages or attorneys' fees for
any claim based upon (i) the combination, operation, or use by Customer of
Software with other equipment, code, programs or data not supplied by Sun if
such infringement would have been avoided but for the combination, operation or
use of the Software with other equipment, code, programs or data; or (ii) use by
Customer of other than the then-latest version of the Software, if such
infringement could have been avoided by the use of the latest version of the
Software and such latest version had been made available to Customer; or (iii)
modifications by Customer of the Software in the event such infringement is
caused by such modifications; or (iv) use by Customer outside the scope of the
granted license(s).
10.0 MAINTENANCE AND SUPPORT
Sun shall provide technical assistance (as provided in Section 1.21) to End
Users. Customer shall distribute the Technical Support Entitlement with
Customer's Product to End Users.
11.0 GOVERNMENT CONTRACTS
11.1 U.S. Governments
(a) If Software is being acquired by or on behalf of the
U.S. Government or by a U.S. Government prime contractor or subcontractor (at
any tier), then the Government's rights in Software and accompanying
documentation will be only as set forth in this Agreement; this is in accordance
with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD)
acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
Customer is responsible for ensuring that proper notice is given to all such
third parties and that the Software and technical data are properly marked.
Customer shall indemnify Sun for any claims or damages arising from any claim by
the U.S. Government to more than Restricted Rights in and to the Software
product(s) resulting from Customer's failure to provide a Restricted Rights
legend as required herein. Any failure by Sun to affix a Restricted Rights
legend on the Software product(s) shall not be deemed to constitute a waiver of
any limitation on Customer's rights imposed by this Agreement.
(b) Under no circumstances shall Sun be obligated to
comply with any requirements imposed by the U.S. Government regarding submission
of or the request for exemption from submission of cost or pricing data or cost
accounting requirements for any distribution or license of Software that would
require compliance by Sun with U.S. Governmental requirements relating to cost
or pricing data or cost accounting requirements.
11.2 Other Sovereign Governments
At its own cost and expense, Customer and its Distributors
will take all necessary steps in making proposals and agreements with sovereign
governments other than the U.S. Government which involve Software and End User
Documentation to ensure that Sun's proprietary rights in Software and End User
Documentation receive the reasonably necessary protection available from such
foreign governments for commercial computer software and related documentation
developed at private expense.
12.0 MISCELLANEOUS
12.1 Force Majeure. A party is not liable under this Agreement for
non-performance caused by events or conditions beyond that party's control if
the party makes reasonable efforts to perform. This provision does not relieve
Customer of its obligation to make payments then owing.
12.2 Severability. In the event that any part of this Agreement is
held to be unenforceable, in whole or in part, such holding will not affect the
validity of the other parts of this Agreement, unless Sun deems the
unenforceable part to be essential to this Agreement, in which case Sun may
terminate this Agreement, effective immediately upon notice to Customer.
12.3 Relationship of the Parties. This Agreement is not intended to
create a relationship such as a partnership, franchise, joint venture, agency,
or employment relationship. Neither party may act in a manner which expresses or
implies a relationship other than that of independent contractor, nor bind the
other party.
12.4 Governing Law. Any action related to this Agreement will be
governed by California law and controlling U.S. federal law. No choice of law
rules of any jurisdiction will apply.
12.5 Import and Export Laws. All Software and technical data
delivered under this Agreement are subject to U.S. export control laws and may
be subject to export or import regulations in other countries. Customer agrees
to comply strictly with all such laws and regulations and acknowledges that it
has the responsibility to obtain such licenses to export, re-export or import as
may be required after delivery to Customer.
12.6 Assignment. Neither party may assign or otherwise transfer any
of its rights or obligations under this Agreement, without the prior written
consent of the other party, except that Sun may assign its right to payment and
may assign this Agreement to an affiliated company.
12.7 Change of Control. In the event of the direct or indirect
taking over or assumption of control of Customer or of substantially all of its
assets by any government, governmental agency or other third party, Sun may
terminate this Agreement upon written notice to Customer.
12.8 Notices. All written notices required by this Agreement must
be delivered in person or by means evidenced by a delivery receipt and will be
effective upon receipt.
12.9 Waiver or Delay. Any express waiver or failure to exercise
promptly any right under this Agreement will not create a continuing waiver or
any expectation of non-enforcement. To be enforceable, a waiver must be in
writing and signed by the waiving party.
12.10 No Rights in Third Parties. This Agreement is made for the
benefit of the parties hereto, and not for the benefit of any third parties
unless otherwise stated herein or agreed to by the parties.
12.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which will
constitute but one and the same instrument.
12.12 Headings. The headings and captions used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
12.13 Construction. This Agreement has been negotiated by the
parties hereto and by their respective counsel. This Agreement will be fairly
interpreted in accordance with its terms and without any strict construction in
favor of or against either party. The original of this Agreement has been
written in English, and such version shall be the governing version of the
Agreement. To the extent allowed under applicable law, Customer waives any right
it may have, if any, under any law or regulation to have this Agreement written
in a language other than English.
12.14 Orders. This Agreement does not constitute an order for
Software, but rather a commitment to order Software as set forth in the
Attachments hereto. Purchase orders for Software shall be submitted to Sun by
Customer pursuant to the terms of this Agreement. Any terms or conditions set
forth on any purchase order, check, or other document of Customer shall have no
force or effect whatsoever. Customer further acknowledges that it does not take
title to the Software, with the exception of the media, but rather licenses the
Software pursuant to the terms and conditions of this Agreement.
12.15 Deliveries. Software and Documentation shall be delivered
F.O.B. Sun's designated shipping facility unless otherwise agreed to by the
parties in writing. Title to the Software media, but not to the Software and its
associated intellectual property rights, shall pass to Customer at that time.
Sun may make partial deliveries and such deliveries will not relieve Customer of
its obligation to accept the remainder of that order in whole or in part. Sun
may allocate Software to fairly accommodate orders received by Sun from all
customers at any time demand exceeds the available supply.
12.16 Equitable Relief. Because the licenses granted under this
Agreement are personal and unique, and because Customer will have access to and
become acquainted with confidential and proprietary information of Sun, the
unauthorized use or disclosure of which would cause irreparable harm and
significant injury which would be difficult to ascertain and which would not be
compensable by damages alone, both parties agree that, in addition to any and
all legal remedies available to Sun for Customer's breach of this Agreement, Sun
shall be entitled to avail itself of actions against Customer and/or third
parties for seizure and injunctive relief. If an unauthorized use or disclosure
occurs, Customer will promptly notify Sun and take, at Customer's expense, all
steps which are necessary to recover the Software and to prevent its subsequent
unauthorized use or dissemination.
12.17 Entire Agreement. This Agreement is the parties' entire
agreement relating to its subject matter. It supersedes all prior and
contemporaneous oral or written communications, proposals, conditions,
representations and warranties and prevails over any conflicting or additional
terms of any quote, order, acknowledgment, or other communication between the
parties relating to its subject matter during the term of this Agreement. No
modification to this Agreement will be binding, unless in writing and signed by
an authorized representative of each party.
ATTACHMENT 1
AGREEMENT DETAILS
1. SOFTWARE PRODUCT VERSION & LANGUAGES: StarOffice software version 6.0*
in English, German, French, Italian, Swedish, Spanish.
*If and when Sun makes a Portuguese edition of version 6.0 of the
Software generally commercially available, Customer may distribute such edition
pursuant to the terms of this Agreement. Customer understands and agrees that
Sun is under no obligation to make such a Portuguese edition available, and that
Sun may never make such and edition generally commercially available.
2. CUSTOMER'S PRODUCT(s) THAT WILL INCLUDE STAROFFICE 6.0: ______________
Xxxxxxx.xxx [***]
3. DISTRIBUTION TERRITORY(s): Customer may distribute Customer's
Product(s) in any territory except for the territories stated below in Section 4
to Attachment 1, or any other territory otherwise prohibited under this
Agreement.
4. DISTRIBUTION TERRITORY LIMITATIONS: THE STARSUITE SOFTWARE AND CUSTOMER
MARKETING COLLATERAL CONTAINING THE LICENSED TRADEMARKS MUST NOT BE DISTRIBUTED
OR MARKETED IN JAPAN, PRC (EXCLUDING HONG KONG), TAIWAN OR KOREA. A SEPARATE AND
SPECIFIC PRODUCT ("STARSUITE") IS AVAILABLE FOR DISTRIBUTION IN THESE
TERRITORIES UNDER A SEPARATE AGREEMENT THROUGH THE STAROFFICE BUSINESS GROUP.
5. SINGLE USER LICENSE AND END USER SUPPORT: Each StarOffice Software unit
is a single user license (please refer to the End User Binary Code License for
more detail). Each single user license includes a single Support Incident which
entitles the End User licensee to receive technical assistance. Sun will provide
technical support program details.
6. DISTRIBUTION OPTIONS: Customer is authorized to distribute Software via
one or more of the following models only
A. SOFTWARE OEMs: Customer must market and distribute the
Software, in binary form, by bundling it with Customer's Product and reproducing
the Software on CDs that shall be distributed with Customer's Product. Customer
(at its own expense) must produce and distribute the CDs containing the
StarSuite Software as a value-add component of Customer's Product only, and
shall not distribute the StarSuite Software as a stand-alone product. Customer
is prohibited from distributing StarSuite Software as part of any publication of
any kind (books, magazines, etc.) without prior written permission from Sun.
References to Sun-approved CD producers are available upon request. Customer
agrees to distribute one (1) Technical Support Entitlement with each Software
unit distributed.
B. HARDWARE OEM PRE-INSTALLS: Software shall be pre-installed on
Customer's Product, and a shortcut visible to End User will be placed on the
desktop upon initial activation and remain visible unless uninstalled by End
User. Customer may elect to include a CD containing the Software in binary form
for the sole purpose of providing a back-up CD to End User. Under this scenario,
separate instances of the Software (pre-install and on back-up CD) count as a
single unit for royalty calculation purposes. Customer will distribute one (1)
Technical Support Entitlement with each Software unit distributed.
C. SUB-LICENSING TO HARDWARE MANUFACTURERS: Customer may resell
Software only to third party computer hardware manufacturers, and only if the
Software is bundled with Customer's Product. Customer must maintain accurate
records of all Software units distributed to third parties, and Customer will
pay royalties for such units based on Customer's current royalty rate as set
forth in the Price List. Customer is responsible for ensuring that computer
hardware manufacturers who obtain Software from Customer for further
distribution, fully comply with the trademark usage standards set forth in
Section 5 of the Trademark License Agreement, AND pre-install Software as
specified above in Section 6.B ("Hardware OEM Pre-Installs"). Customer shall
ensure that one (1) Technical Support Entitlement is included with each Software
unit distributed to sublicensees.
D. [***]
7. CUSTOMER TECHNICAL CONTACTS: [***]
8. CUSTOMER MARKETING CONTACT: [***]
9. ADDITIONAL CUSTOMER COMMITMENTS:
i. TRADEMARKS: Customer agrees to use the Sun Trademarks as
specified in the Trademark License Agreement (Attachment 3).
ii. REFERENCES AND PRESS QUOTE SUPPORT: Customer agrees to support
a reasonable amount of Sun's press release and customer
reference activities by providing quotes and acting as a
customer reference (when requested and where appropriate).
Customer retains final approval of quotes and reference use.
10. CUSTOMER DELIVERABLES:
A. QUARTERLY REPORTS: Within thirty (30) days following each
quarter end, Customer shall report to Sun the number of copies
of Software (by platform) distributed by Customer in each
country in the distribution Territory.
B. CUSTOMER MARKETING COLLATERAL & PACKAGING SAMPLES: Customer
shall deliver to Sun all Customer Marketing Collateral samples
and Customer Product packaging mock-ups, and allow one week
for Sun's approval of the trademark and logo usage before
production.
C. FINAL PRODUCT SAMPLES: If Customer's Product is packaged as a
retail box, Customer shall deliver to Sun two (2) complete
samples of each boxed Customer Product that includes the
Software. Customer will deliver new boxed samples as new
versions of Customer's Products are released. In the event
that Customer's Product is not packaged as a retail box, then
Customer must provide a screenshot of Customer's Product
clearly showing the pre-installed Software icon on the
desktop.
11. SUN DELIVERABLES.
A. MASTER MEDIA: Sun shall deliver Master Media to Customer
following the Effective Date of this Agreement. Customer is
authorized to distribute Software binaries duplicated from
Master Media only.
B. ARTWORK/FORMAT: Sun shall make available to Customer the
Licensed Trademarks (in .eps format) relating to the StarSuite
Software following the Effective Date of this Agreement.
C. TECHNICAL SUPPORT ENTITLEMENT: Sun shall provide Technical
Support Entitlement (at no cost) to Customer which must be
distributed with Customer's Product to End Users via printed
collateral, text file (e.g., "Read Me" file), splash screen,
dialogue box, or other means pre-approved in writing by Sun.
12. PREPAYMENT.
A. Customer agrees to make a non-refundable, non-transferable
prepayment in the amount of [***] ("Prepayment") for the right
to distribute up to [***] copies of the Linux version of
Software version 6.0 within the territories specified in
Section 4 of this Attachment 1. Any portion of the Prepayment
not used on or before the termination or expiration of the
agreement shall be deemed forfeited. Only upon timely payment
of the Prepayment, may Customer distribute Software pursuant
to Option D of Section 6 of this Attachment.
ATTACHMENT 2
END USER BINARY CODE LICENSE AGREEMENT
READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS
(COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE.
BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF
THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO ALL THESE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR
PLACE OF PURCHASE FOR A REFUND OR, IF THE SOFTWARE IS ACCESSED ELECTRONICALLY,
SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT.
1. LICENSE TO USE. Sun grants you a non-exclusive and non-transferable
license for the internal use only of the accompanying software and documentation
and any error corrections provided by Sun (collectively "Software"), by the
number of users and the class of computer hardware for which the corresponding
fee has been paid.
2. RESTRICTIONS. Software is confidential and copyrighted. Title to
Software and all associated intellectual property rights is retained by Sun
and/or its licensors. Except as specifically authorized in any Supplemental
License Terms, you may not make copies of Software, other than a single copy of
Software for archival purposes. Unless enforcement is prohibited by applicable
law, you may not modify, decompile, or reverse engineer Software. You
acknowledge that Software is not designed, licensed or intended for use in the
design, construction, operation or maintenance of any nuclear facility. Sun
disclaims any express or implied warranty of fitness for such uses. No right,
title or interest in or to any trademark, service xxxx, logo or trade name of
Sun or its licensors is granted under this Agreement.
3. LIMITED WARRANTY. Sun warrants to you that for a period of ninety (90)
days from the date of purchase, as evidenced by a copy of the receipt, the media
on which Software is furnished (if any) will be free of defects in materials and
workmanship under normal use. Except for the foregoing, Software is provided
"AS IS". Your exclusive remedy and Sun's entire liability under this limited
warranty will be at Sun's option to replace Software media or refund the fee
paid for Software.
4. DISCLAIMER OF WARRANTY. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS
OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE
HELD TO BE LEGALLY INVALID.
5. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO
EVENT WILL SUN OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA,
OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER
CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE
USE OF OR INABILITY TO USE SOFTWARE, EVEN IF SUN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. In no event will Sun's liability to you, whether in
contract, tort (including negligence), or otherwise, exceed the amount paid by
you for Software under this Agreement. The foregoing limitations will apply even
if the above stated warranty fails of its essential purpose.
6. Termination. This Agreement is effective until terminated. You may
terminate this Agreement at any time by destroying all copies of Software. This
Agreement will terminate immediately without notice from Sun if you fail to
comply with any provision of this Agreement. Upon Termination, you must destroy
all copies of Software.
7. Export Regulations. All Software and technical data delivered under
this Agreement are subject to US export control laws and may be subject to
export or import regulations in other countries. You agree to comply strictly
with all such laws and regulations and acknowledge that you have the
responsibility to obtain such licenses to export, re-export, or import as may be
required after delivery to you.
8. U.S. Government Restricted Rights. If Software is being acquired by or
on behalf of the U.S. Government or by a U.S. Government prime contractor or
subcontractor (at any tier), then the Government's rights in Software and
accompanying documentation will be only as set forth in this Agreement; this is
in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense
(DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
9 Governing Law. Any action related to this Agreement will be governed by
California law and controlling U.S. federal law. No choice of law rules of any
jurisdiction will apply.
10. Severability. If any provision of this Agreement is held to be
unenforceable, this Agreement will remain in effect with the provision omitted,
unless omission would frustrate the intent of the parties, in which case this
Agreement will immediately terminate.
11. Integration. This Agreement is the entire agreement between you and Sun
relating to its subject matter. It supersedes all prior or contemporaneous oral
or written communications, proposals, representations and warranties and
prevails over any conflicting or additional terms of any quote, order,
acknowledgment, or other communication between the parties relating to its
subject matter during the term of this Agreement. No modification of this
Agreement will be binding, unless in writing and signed by an authorized
representative of each party.
STAROFFICE, VERSION 6.0 SUPPLEMENTAL LICENSE TERMS
These supplemental license terms ("Supplemental Terms") add to or modify the
terms of the Binary Code License Agreement (collectively, the "Agreement").
Capitalized terms not defined in these Supplemental Terms shall have the same
meanings ascribed to them in the Agreement. These Supplemental Terms shall
supersede any inconsistent or conflicting terms in the Agreement, or in any
license contained within the Software.
1. SOFTWARE LICENSE TO USE. Subject to the terms and conditions of this
Agreement, Sun grants you a non-exclusive, nontransferable, limited license to
use up to five (5) complete and unmodified copies of the binary form of the
Software installed only on computers that you operate.
2. LINUX END USER LICENSE TO USE. Subject to the terms and conditions of
this Agreement, if you are a Linux operating system end user and you received
the Software as part of a Linux operating system bundle, Sun grants you a
non-exclusive and non-transferable license for the internal use only of the
accompanying unmodified binary form of the Software.
3. EDUCATIONAL INSTITUTION LICENSE TO USE. Subject to the terms and
conditions of this Agreement, if you are an educational institution, Sun grants
you a non-exclusive and non-transferable license for the
internal use only of the accompanying unmodified binary form of the Software. In
this situation "internal use" means that your enrolled students, faculty and
staff may use the Software.
4. FONT SOFTWARE. The Software contains font software which generates
typeface designs ("Font Software"). You may not separate the Font Software from
the Software. You may not alter Font Software for the purpose of adding any
functionality which such Font Software did not have when delivered to you as
part of the Software. You may not embed Font Software into a document which is
distributed as a commercial product in exchange for a fee or other consideration
(For example, End-Users shall not embed Font Software into an electronic book
that is offered to the public for a fee).
5. TRADEMARKS AND LOGOS. You acknowledge and agree as between you and Sun
that Sun owns the SUN, STARSUITE, SOLARIS, JAVA, JINI, FORTE, iPLANET trademarks
and all SUN, SOLARIS, JAVA, JINI, FORTE, and iPLANET-related trademarks, service
marks, logos and other brand designations ("Sun Marks"), and you agree to comply
with the Sun Trademark and Logo Usage Requirements currently located at
xxxx://xxx.xxx.xxx/xxxxxxxx/xxxxxxxxxx. Any use you make of the Sun Marks inures
to Sun's benefit.
6. SOURCE CODE. Software may contain source code that is provided solely
for reference purposes pursuant to the terms of this Agreement. Source code may
not be redistributed unless expressly provided for in this Agreement.
7. TERMINATION FOR INFRINGEMENT. Either party may terminate this Agreement
immediately should any Software become, or in either party's opinion be likely
to become, the subject of a claim of infringement of any intellectual property
right.
8. LIMITED WARRANTY. Any implied warranties on the Software are limited to
90 days. Some states do not allow limitations on duration of an implied
warranty, so the above may not apply to you. This limited warranty gives you
specific legal rights. You may have others, which vary from state to state.
9. LIMITATION OF LIABILITY. Some states do not allow the exclusion of
incidental or consequential damages, so some of the terms of Section 5,
Limitation of Liability, above may not be applicable to you.
10. JAVA TECHNOLOGY RESTRICTIONS. You may not modify the Java Platform
Interface ("JPI", identified as classes contained within the "java" package or
any subpackages of the "java" package), by creating additional classes within
the JPI or otherwise causing the addition to or modification of the classes in
the JPI. In the event that you create an additional class and associated API(s)
which (i) extends the functionality of the Java platform, and (ii) is exposed to
third party software developers for the purpose of developing additional
software which invokes such additional API, you must promptly publish broadly an
accurate specification for such API for free use by all developers. You may not
create, or authorize your licensees to create, additional classes, interfaces,
or subpackages that are in any way identified as "java", ` javax", "sun" or
similar convention as specified by Sun in any naming convention designation.
Refer to the appropriate version of the Java Runtime Environment binary code
license (currently located at xxxx://xxx.xxxx.xxx.xxx/xxx/xxxxx.xxx]) for the
availability of runtime code which may be distributed with Java applets and
applications.
For inquiries please contact: Sun Microsystems, Inc., 000 Xxx Xxxxxxx Xxxx, Xxxx
Xxxx, Xxxxxxxxxx 00000 (LF1 #111636)
JN MICROSYSTEMS, INC. PROPRIETARY AND CONFIDENTIAL
Agreement Number 115804
ATTACHMENT 3
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Trademark Agreement") is entered into as of
the Effective Date between Sun Microsystems, Inc. and its affiliates, with
offices at 000 Xxx Xxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 ("Sun)" and
Customer set forth below ("Customer"):
CUSTOMER MUST COMPLETE THE INFORMATION BELOW, REVIEW AND SIGN THE TRADEMARK
AGREEMENT, AND RETURN IT TO SUN AT: SUN MICROSYSTEMS, INC., STAROFFICE SOFTWARE
OEM SALES DEPARTMENT, 901 SAN ANTONIO ROAD, MAILSTOP: USCA12-101, XXXX XXXX,
XXXXXXXXXX 00000.
Customer: Xxxxxxx.xxx
Contact: _____________________________
Address: 0000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
X.X.X.
Tel: 000-000-0000
Fax: 000-000-0000
E-mail: __________________________
Sun and Customer entered into a StarOffice Software OEM License and Distribution
Agreement ("StarOffice OEM License Agreement") allowing Customer to bundle Sun's
StarOffice' application Software with Customer's Product. This Trademark
Agreement sets forth the terms and conditions for Customer's licensing and use
of the StarOffice Logo, StarOffice word xxxx, and ___ Logo in connection with
Customers distribution and marketing of Customers Products that contain the
Software. The terms and conditions of this Trademark Agreement shall supersede
any inconsistent or conflicting terms and conditions in the StarOffice OEM
License Agreement, including Attachments. This Trademark Agreement includes by
reference Attachment 3-A, entitled Licensed Trademarks, as an integral part
hereto.
In consideration of the mutual promises and covenants set forth in this
Trademark Agreement, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree to the terms and conditions
herein.
IN WITNESS WHEREOF, the parties hereby execute this Trademark Agreement through
the authorized representatives whose names appear below..
SUN: XXXXXXX.XXX
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxx Xxxxxxx
------------------------- --------------------
Name: Xxxxxx Xxxx Name: Xxxxx Xxxxxxx
----------------------- ------------------
(printed or typed) (printed or typed)
Title: Manager - STS Sales Ops Title: President
Date: 6/29/02 Date: 6-28-02
1.0 DEFINITIONS
1.1 All capitalized terms shall have the same meaning set forth in
the StarOffice OEM License Agreement.
2. LICENSE AND PERMISSION GRANTS
2.1 License Grant to Customer. Subject to and conditioned upon
compliance with all of the terms in this Trademark Agreement, including without
limitation Sections 3, 4 and 5, and with the terms in the StarOffice OEM License
Agreement, Sun grants to Customer, for the term set forth in Section 8 and
within the Territory, a limited, non-exclusive, non-transferable, personal,
royalty-free license to use, and Customer agrees to use, certain of the Licensed
Trademarks in the manner specified in Section 5 of this Trademark Agreement in
connection with the distribution, sale and marketing of all Customer's
Product(s) that incorporate the Software. Customer is granted no other right,
title, license to or interest in the Licensed Trademarks, or any of the Sun
Trademarks, for any purpose, and specifically is granted no right to sublicense
the Licensed Trademarks. This grant does not extend to Customer's subsidiaries,
affiliates, suppliers, distributors, dealers, agents, customers, or other
third-party entities. Customer's use of the Licensed Trademarks inures solely to
Sun's benefit.
2.2 Territory. Customer may use the Licensed Trademarks in the
Territory. Sun may eliminate, any jurisdiction from the Territory if it
determines that use of one or more of the Licensed Trademarks in such
jurisdiction may subject Sun or a third party to legal liability, or may
jeopardize Sun's rights in such jurisdiction. In such event, within sixty (60)
calendar days of receipt of notice from Sun, or such earlier date as may be
required by court or judicial order, Customer shall cease all use of the
Licensed Trademark(s) in such jurisdiction. Customer is granted no right to use
the Licensed Trademarks outside the Territory, and shall not distribute
Customer's Product, packaging or Customer Marketing Collateral containing the
Licensed Trademarks outside the Territory.
2.3 No Limitation On Sun's Use. Nothing in this Trademark
Agreement shall: (a) prohibit Sun from offering to customers, directly or
indirectly, products, services and/or other items that are the same or similar
to those of Customer; or (b) limit or restrict, in any way or manner, any right
of Sun to register, defend, protect, maintain, encumber, transfer, license,
access, reference, use, exploit, enforce or practice any of the Sun Trademarks
in any way, anywhere in the world, for any purpose.
2.4 Permission Grant to Sun. Customer grants to Sun permission to
use, display, publish, copy and otherwise distribute, in any medium, Customer's
name and company logo solely to identify Customer: (a) on the StarOffice program
website within xxxx://xxx.xxx.xxx and (b) in listings of StarOffice Customers.
With Customer's prior approval, Sun may use Customer's name, logo and other
relevant information in Sun Marketing Collateral. Sun shall own all right, title
and interest in and to all of Sun Marketing Collateral, in any medium,
associated with the program, except for Customer's preexisting rights contained
in any such materials.
3.0 PROTECTION OF THE TRADEMARKS
3.1 Sun's Ownership And Rights. As between Sun and Customer,
Customer agrees that Sun is the sole owner of the Sun Trademarks and all
associated goodwill. Customer shall not: (a) challenge Sun's ownership or use,
or the validity, of the Sun Trademarks; (b) attempt to adopt or register any
xxxx or logo identical or substantially similar to any Sun Trademarks, including
without limitation any translation or transliteration thereof, or any other
variants similar to Sun Trademarks in appearance, pronunciation or meaning; (c)
remove, alter, or add to any of the Sun Trademarks; or (d) incorporate any of
the Sun
Trademarks into Customer's trademarks, product names, service marks, company
names, slogans, domain names, or any other similar designations. Sun, in its
sole discretion, may change the Licensed Trademarks at any time, but shall give
Customer reasonable advance notice of such change.
3.2 Assignment Of Rights. If Customer acquires any rights in any
of the Licensed Trademarks by operation of law or otherwise, Customer shall, at
no expense to Sun, immediately assign such rights to Sun, along with all
associated goodwill. If such assignment cannot be completed for any reason,
Customer hereby irrevocably grants to Sun, and Sun accepts, an exclusive,
worldwide, perpetual, royalty-free, transferable and sublicensable right to use
the Licensed Trademarks and shall, at Sun's sole discretion, cancel, withdraw or
delete any applications or registrations of the Licensed Trademarks acquired by
Customer.
3.3 Further Assurances. Customer agrees to cooperate with Sun and
take all reasonable actions required to assist Sun to secure, protect and
maintain ownership rights in the Licensed Trademarks worldwide, including but
not limited to giving prompt notice to Sun of any known or potential
infringement of the Licensed Trademarks of which Customer becomes aware, and
cooperating with Sun in the preparation, execution and/or recordation of any
documents necessary to register or otherwise protect the Licensed Trademarks,
and maintaining or terminating, as applicable, such documents or recordation.
Sun shall reimburse Customer for the reasonable costs associated with providing
such assistance, except to the extent that any such costs result from Customer's
breach of this Trademark Agreement.
3.4 Enforcing Trademark Rights. Sun may commence, prosecute or
defend any action or claim concerning the Licensed Trademarks. Sun shall have
the right to control any such action, and Customer shall fully cooperate with
Sun in any such action, including the satisfaction of procedural requirements
necessary to bring such action in a particular jurisdiction. Sun shall reimburse
Customer for the reasonable costs associated with providing such assistance to
Sun, except to the extent that any such costs result from Customer's breach of
this Trademark Agreement. Customer shall not commence any action regarding the
Licensed Trademarks or any of the Sun Trademarks without Sun's prior written
consent, which Sun may withhold.
4.0 QUALITY STANDARDS
4.1 Customer's Product with which the Licensed Trademarks are
associated shall be of a high quality that is at least equal to Customer's
overall reputation for high quality products and that meets or exceeds industry
standards.
4.2 Customer shall comply with all applicable laws, rules and
regulations of the jurisdictions in which it uses the Licensed Trademarks, and
Customer shall not violate or infringe any rights of any third party in
connection with its distribution of Customer's Product.
4.3 Sun shall have the right, and Customer agrees to allow Sun, to
inspect Customer's Products with which the Licensed Trademarks are associated.
Prior to first shipment of Customer's Product, Customer shall provide to Sun, at
no charge to Sun, samples of Customer's Product, packaging and Customer
Marketing Collateral to ensure correct usage of the Licensed Trademarks, and, in
its sole discretion shall determine if Customer's use is in compliance with this
Trademark Agreement, and Sun shall advise Customer, in writing, whether
compliance is met. Customer agrees not to ship Customer's Product or distribute
Customer Marketing Collateral without Sun's prior written approval of
compliance.
4.4 Customer shall give prompt notice to Sun of any material
complaint or other indication by any customer or other third party that
Customer's Product, packaging or Customer Marketing Collateral may not conform
to the quality standards set forth in this Trademark Agreement.
5.0 TRADEMARK USAGE STANDARDS
5.1 Usage. Customer must use the Licensed Trademarks in the manner
specified in this Trademark Agreement and in accordance with the Sun Trademark
and Logo Usage Requirements set forth at xxxx://xxx.xxx.xxx/xxxxxxxx/xxxxxxxxxx,
which Sun may modify from time to time in its sole discretion and which are
incorporated here by reference.
5.2 Trademark and Logo Use & Placement.
(a) The Sun Logo and StarOffice Logo must appear on the
outside packaging of all Customer's Products that incorporate the StarOffice
Software.
(b) The Sun Logo and StarOffice Logo must appear on CDs
and/or DVDs distributed by Customer that incorporate the StarOffice Software.
(c) The Sun Logo and StarOffice Logo must appear on
Customer Marketing Collateral.
(d) If Customer has an Internet presence, there must be a
StarOffice Software description on Customer's website that states:
StarOffice(TM) software is a complete office productivity
suite that is changing the rules about software because it's
multiplatform, based on open standards, and compatible with
Microsoft Office files. Since the StarOffice(TM) suite is
fully integrated, you can do what you want, when you want,
without changing applications. Look up a fact on the Internet
while writing a report. Send an e-mail while creating a
presentation. The software is even smart enough to make sure
you have the tools you need at all times, no matter which
application you're using. And it's easy to share documents
with people using Microsoft Office as well as other popular
applications. Sun's StarOffice(TM) productivity suite is the
right choice for those who want, well .... a choice!
(e) The StarOffice Logo and Sun Logo must be placed on
Customer's web pages promoting Customer's Product (including but not limited to
web pages from which Customer's Product is available for download), and such
pages must have a link to xxxx://xxx.xxx,com/staroffice. Customer must inform
Sun where the Sun URL and the Licensed Trademarks are placed on Customer's
website.
(f) Prohibited. The Sun Logo cannot be used as a
stand-alone logo and must be used in conjunction with the StarOffice Logo.
(g) Other uses of Sun Trademarks: Customer may not use
any Sun Trademarks, including the Licensed Trademarks, in or on product,
packaging, marketing collateral, or web pages other than in connection with
Customer's Product that incorporates the Software. All use of Sun Trademarks by
Customer shall be in accordance with this Trademark Agreement.
5.3 Artwork. Customer shall use the Sun Logo and the StarOffice
Logo only in the exact form received from Sun or Sun's designee. The
reproduction of the Licensed Trademarks in Attachment 3-A is for reference only.
5.4 Symbols. Whenever Customer uses the Licensed Trademarks,
Customer shall attribute such xxxx or marks by using the (R) or (TM) symbols,
whichever is appropriate as set forth in the artwork and/or graphics provided by
Sun or Sun's designee to Customer. The appropriate symbol shall accompany the
Licensed Trademark in all prominent uses of the xxxx, including use on
Customer's Product, packaging, and Customer's web pages promoting Customer's
Product, and the first use in body copy or text of Customer Marketing
Collateral.
5.5 Legend. Customer shall legibly display the following trademark
legend in an appropriate location on Customer's Product and packaging, on
Customer's web pages promoting Customer's Product, and on Customer Marketing
Collateral:
"StarOffice, the StarOffice Logo and the Sun Logo are
trademarks or registered trademarks of Sun Microsystems, Inc.
in the United States and other countries, and are used under
license."
5.6 Avoiding Confusion as to Source. Customer agrees to use the
Licensed Trademarks in a manner that will not create any confusion regarding
source of the Customer's Product. To mitigate any likelihood of confusion:
(a) Customer must ensure that the Licensed Trademarks are
used only to refer to the fact that Sun's StarOffice Software is incorporated
into or bundled with Customer's Product;
(b) the Licensed Trademarks must not appear larger or
more prominent than Customer's company name, marks or designations used for
Customer's Product;
(c) Customer must not alter the artwork or graphics
depicting the Licensed Trademarks provided by Sun or its designee to Customer;
(d) the Licensed Trademarks must not be combined with any
other graphic or textual elements and must not be used as a design element of
any other logo or trademark.
6.0 WARRANTIES; LIMITATION OF LIABILITY
6.1 SUN MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE
LICENSED TRADEMARKS, INCLUDING THE VALIDITY OF SUN'S RIGHTS IN THE LICENSED
TRADEMARKS IN ANY COUNTRY, AND DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS
THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW INCLUDING WARRANTIES AGAINST
INFRINGEMENT OF THIRD PARTY TRADEMARKS AND/OR SIMILAR RIGHTS.
6.2 IN NO EVENT SHALL SUN BE LIABLE FOR ANY DAMAGES, WHETHER
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE (INCLUDING,
WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS, DATA OR OTHER ECONOMIC
ADVANTAGE), REGARDLESS OF THE THEORY OF LIABILITY, ARISING FROM OR RELATING TO
CUSTOMER'S USE OF THE LICENSED TRADEMARKS, OR TERMINATION OF THIS TRADEMARK
AGREEMENT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIABILITY FOR SUCH DAMAGES IS EXCLUDED EVEN IF THE EXCLUSIVE REMEDIES PROVIDED
FOR IN THIS TRADEMARK AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
7.0 ASSIGNMENT
Sun may assign this Trademark Agreement or any of its rights or obligations
hereunder in any manner in its sole discretion. Customer may not assign or
otherwise transfer this Trademark Agreement or any of its rights or obligations
hereunder without Sun's written consent, which Sun may withhold in its sole
discretion. This Trademark Agreement shall be binding upon and inure to the
benefit of the permitted successors and assigns of the parties hereto.
8.0 TERM AND TERMINATION
8.1 This Trademark Agreement shall commence on the date upon which
Sun signs below and shall continue for a period of [***].
8.2 Sun shall have the right, at its sole discretion and without
incurring any liability to Customer, to modify or terminate this Trademark
Agreement with a written notice to Customer.
8.3 Upon termination or expiration of this Agreement, Licensee
shall discontinue all use of the Licensed Trademarks as promptly as possible,
and the license and rights granted hereunder shall terminate completely, Nothing
in this Section 8.3 shall limit Sun's rights to pursue other legal remedies,
including immediate court or judicial relief.
9.0 SURVIVAL
The rights and obligations under this Trademark Agreement which by their nature
should survive, including, but not limited to, Sections ___, 6, 8.3, 9 and 10
shall remain in effect after termination or expiration of this Trademark
Agreement.
10.0 GENERAL PROVISIONS
10.1 In the event there is any inconsistency between this Trademark
Agreement and any of the other Attachments in the StarOffice OEM License
Agreement, this Trademark Agreement controls.
10.2 This Trademark Agreement is not intended to and shall not
create a relationship between the parties, such as a partnership, franchise,
joint venture, agency or employment relationship of any kind.
10.3 All notices required by this Trademark Agreement must be in
writing and delivered in person or by means evidenced by a delivery receipt,
will be effective upon receipt, and shall be delivered to Sun and Customer at
the addresses first set forth in this Trademark Agreement.
10.4 Any express waiver or failure to exercise promptly any right
under this Trademark Agreement will not create a continuing waiver or any
expectation of non-enforcement. To be enforceable, a waiver must be in writing
and signed by the waiving party.
10.5 If any provision of this Trademark Agreement is held invalid
by any competent authority, such invalidity will not affect the enforceability
of other provisions, and in such event, the parties agree that such provision
will be replaced with a new provision that accomplishes the original business
purpose.
10.6 This Trademark Agreement is made under and shall be governed
by and construed under the laws of the State of California, and controlling U.S.
federal law, and the choice of law rules of any jurisdiction shall not apply.
The parties agree that any action arising out of this Trademark Agreement shall
be brought in the U.S. District Court for the Northern District of California or
the California
Superior Court, County of Santa Xxxxx, as applicable, and the parties hereby
submit exclusively to the personal jurisdiction and venue of such Courts.
10.7 Licensee acknowledges that a material breach of the
obligations in Sections 2, 3, 4, 5, 7, and 8.3, and Section 10.10 of this
Agreement would cause irreparable harm to Sun for which damages would not be an
adequate remedy. Therefore, in addition to its rights and remedies otherwise
available at law, including, without limitation, the recovery of damages for
breach of this Agreement, Sun shall be entitled to immediate equitable relief,
specifically including, but not limited to, both interim and permanent
restraining orders and injunctions, and to such other and further equitable
relief as the court may deem proper under the circumstances.
10.8 If any legal action or other proceedings are brought for the
enforcement of this Trademark Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorney's fees and other costs incurred
in an action or proceeding in addition to any other relief to which that party
may be entitled.
10.9 The English language version of this Trademark Agreement
governs the understanding of the parties. In the event of a conflict between the
English language version and a translated version of this Trademark Agreement,
the English language version controls. All translations of this Trademark
Agreement into other languages are for convenience only.
10.10 Neither party may assign this Agreement or any of its rights
or obligations hereunder without the other party's prior written consent, such
consent not to be unreasonably withheld. This Agreement shall be binding upon
and inure to the benefit of the permitted successors and assigns of the parties
hereto.
10.11 If one party desires that information provided to the other
under this Agreement be held in confidence, the disclosing party will designate
the information in writing as confidential or proprietary. Intangible
information shall be identified as confidential or proprietary at the time of
disclosure, and within thirty (30) calendar days of the disclosure shall be
reduced to writing and transmitted to the receiving party pursuant to the notice
provisions of Section 10.3. The receiving party may not disclose the other
party's confidential or proprietary information, other than to a subsidiary,
agent, or contractor of the receiving party who has _____ to be bound by the
terms of the duty of confidentiality contained in this Section 10.11, and may
use such information only in election with Customer's participation in the
Program, including without limitation any associated audits. The receiving party
will _______ confidential and proprietary information of the disclosing party
that has been previously identified as confidential or proprietary with at least
the same degree of care as it does its own such information, but no less than a
reasonable degree of care. The foregoing obligations do not apply to information
which: (a) was in the possession of, or was known by, the receiving party prior
to its receipt from the disclosing party; (b) is obtained by the receiving party
from a third party without an obligation to keep such information confidential;
(c) is or becomes generally known to the public without violation of this
Agreement; (d) is independently developed by the receiving party without use of
the confidential information of the other party; or (e) is disclosed in response
to a valid court or governmental order or regulatory directive, if the receiving
party has given the other party prior notice to afford the other party the
opportunity to object. This section will not affect any other confidential
disclosure agreement between the parties.
10.12 Each party acknowledges that it understands the terms of this
Trademark Agreement and has had the opportunity to consult with independent
counsel of its own choice throughout all negotiations that preceded, and
occurred in connection with, the execution of this Trademark Agreement.
10.13 No Modifications. Customer represents and warrants that it has
not in any way unilaterally modified the terms of this Agreement as provided by
Sun, and is signing the most recent version of this Trademark Agreement provided
by Sun.
10.14 This Trademark Agreement is the parties' entire agreement
relating to its subject matter. It supersedes all prior and contemporaneous oral
or written communications, proposals, conditions, representations, and
warranties, and prevails over any conflicting or additional terms of any quote,
order, acknowledgment, or other communication between the parties relating to
its subject matter during the term of this Trademark Agreement. No modification
to this Trademark Agreement will be binding, unless in writing and signed by an
authorized representative of each party.
JN MICROSYSTEMS, INC. PROPRIETARY AND CONFIDENTIAL
Agreement Number 115804
ATTACHMENT 3-A
LICENSED TRADEMARKS
STAROFFICE WORD XXXX:
StarOffice(TM)
STAROFFICE LOGO(s):
STAROFFICE(TM)
STAROFFICE(TM)
xxx.xxx/xxxxxxxxxx
SUN LOGO:
SUN
MICROSYSTEMS
If you have questions or would like further information regarding Sun and/or
StarOffice trademarks or the Sun/ Trademark and Logo Usage Requirements, please
contact:
SMI Marketing & Trademarks Department
Sun Microsystems, Inc.
000 Xxx Xxxxxxx Xxxx, MS-PALO 0-000
Xxxx Xxxx, XX 00000
Fax: (000) 000-0000
General Hotline: (000) 000-0000
Group E-mail: trademarks!x0xx.xxx
---------------------------
Do not send your signed Trademark Agreement to this address or use this address
to provide notice under this agreement.
