System OEM Upgrade Processor Trademark License Agreement - Intel Corp. and Intergraph Corp.
SYSTEM OEM UPGRADE PROCESSOR
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is entered into as of
April 30, 1993 ("Effective Date") by and between Intel Corporation, a
Delaware corporation, with principal offices at 2200 Mission College
Blvd., Santa Clara, CA 95052 ("Intel") and Intergraph Corporation, a
Delaware corporation, having a place of business at Huntsville, Alabama
35894-0001 ("OEM"). "OEM" shall also mean all subsidiaries of OEM
world-wide.
RECITALS:
Intel has developed a line of enhanced performance processors ("Upgrade
Processors") for use in certain Intel CPU-based OEM computer systems
developed, manufactured, and/or sold by OEM ("OEM Systems").
Intel desires to facilitate end user upgradability in OEM Systems and
end user recognition of benefits of these OEM Systems that are
compatible with Intel's Upgrade Processors.
Intel has adopted certain trademarks and stylized logos and secured
proprietary rights in such trademarks and logos (collectively referred
to as "Marks") to be used by Intel in describing and marketing its
Upgrade Processors.
OEM and Intel are each desirous of OEM marketing, selling, and
promoting OEM Systems through OEM's use of the Marks in order that OEM
may advertise to its end user customers that its OEM Systems are not
only compatible with Intel Upgrade Processors, but also include certain
end user features which facilitate ease of Upgrade Processor
installation; such features are further detailed in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1.0 LICENSE GRANT
1.1 Subject to Intel receipt and acceptance of this executed
Agreement, Intel hereby grants to OEM a world-wide, non-exclusive, non-
transferrable, royalty-free right to reproduce and use the Marks solely
in connection with the promotion, marketing, and sale of those OEM
Systems which comply with the requirements stated in attachments to
this Agreement ("Agreements") which shall be issued from time to time
by Intel and made available to OEM.
1.2 Qualified Products. OEM Systems which comply with the
requirements stated in Attachment(s) issued by Intel and signed by OEM
shall become qualified products ("Qualified Products") and OEM is
licensed to use the Intel Marks identified in that Attachment solely in
conjunction with OEM's Qualified Products.
1.3 Attachments. Attachments will include specific Marks and
Qualified Product requirements which are related to the use of Marks
stated therein. These Attachments shall only be incorporated as a part
of this Agreement upon acceptance by Intel and OEM, which shall be
indicated by signature of authorized representatives of both parties.
2.0 TRADEMARK USAGE REQUIREMENTS
2.1 OEM agrees to comply with the Trademark Usage Requirements of this
Section 2.0 which shall apply to all Marks licensed under this
Agreement. Additionally, OEM agrees to comply with Trademark Usage
Requirements stated in Attachments accepted by OEM for specific Marks
and related Qualified Products and the Trademark Usage Guidelines as
provided by Intel from time to time. Failure to comply with any
material provision of the Trademark Usage Requirements of this Section
2.0 or if accepted by OEM, the Trademark Usage Requirements of any
Attachment(s), shall be considered a material breach of this Agreement.
Intel may reasonably amend the Trademark Usage Guidelines from time to
time upon reasonable written notice to OEM, but not less than sixty
(60) days notice. All use of the Marks by OEM inures to the benefit of
Intel.
2.2 General Trademark Usage Requirements.
The Marks may only be used in connection with the promotion, marketing,
and sale of OEM Systems which are Qualified Products.
In the event that previous Qualified Products become non-Qualified
Products, OEM shall immediately cease use of Marks licensed under this
Agreement for such non-Qualified Products.
In the event that OEM includes multiple systems in its display
advertising, some of which are not Qualified Products, OEM will
separately identify the Marks in conjunction with its Qualified
Products.
OEM must exercise care in the use of Marks so as not to indicate to the
public that OEM is a division or affiliate of Intel or otherwise
related to Intel, or to misrepresent that the Qualified Product is
produced or has been tested, approved, and endorsed by Intel.
OEM must not use as its own trademark any word(s) or design(s)
confusingly similar to a Mark identified in this Agreement.
A Mark licensed under this Agreement is not be altered and, if in the
form of a logo, must be reproduced from the supplied logo sheet as
provided by Intel from time to time as part of the Trademark Usage
Guidelines. A Mark is not be used in conjunction with any other mark
or design, i.e., the Mark must stand alone in terms of the commercial
impression generated by the particular usage.
3.0 PRODUCT QUALITY
Intel is generally aware of the current quality of OEM's Qualified
Products. OEM agrees to maintain the quality of Qualified Products to
a level of quality comparable with the current quality of Qualified
Products. OEM agrees to use Intel CPU's in all Qualified Products for
so long as such Qualified Products are being promoted using the Marks.
If Intel determines the Qualified Products, collectively or
individually, are no longer maintained at the current level of quality,
Intel shall so notify OEM in writing and shall have the right to
terminate this Agreement with respect to the Qualified Product(s) which
are the subject of such deficient quality notice, if OEM does not take
reasonable steps to re-establish within a reasonable period of time the
current quality of the Qualified Products which are the subject of the
deficient quality notice.
4.0 RIGHT TO INSPECT
Upon reasonable notice, OEM agrees to allow Intel to inspect Qualified
Products and peripheral materials, such as packaging, manuals,
instruction materials, brochures, catalogs, point-of-purchase displays,
etc., which make use of the Marks, to ensure that usage of the Marks is
in compliance with the terms of this Agreement.
5.0 TERM OF AGREEMENT AND TERMINATION FOR DEFAULT
5.1 Term of Agreement. Unless sooner terminated under the provisions
of Paragraph 5.2, this Agreement shall remain in effect until such time
as either party gives the other written notice of its intent to
terminate no less than ninety (90) days prior to the intended
termination date. Termination pursuant to this Paragraph 5.1 may be
for any reason or no reason.
5.2 Termination for Default. Either party shall have the right to
terminate this Agreement if the other party defaults on any of its
material obligations under this Agreement, unless within thirty (30)
calendar days after written notice of such default, the defaulting
party remedies the default.
5.3 Effect of Termination. Upon termination of this Agreement, OEM
shall immediately cease use of the Marks licensed hereunder, provided
that OEM may continue to make disposal of existing inventory of
Qualified Products and collateral materials which include the Marks, in
the event such termination is under Paragraph 5.1.
5.4 Continuing Obligations. The respective obligations of OEM and
Intel under the provisions of Paragraphs 5.3, 5.4, 7.1, 7.2, 7.4, and
7.6 shall remain in force notwithstanding the termination of this
Agreement.
6.0 NOTICES
Notices and other communications required hereunder shall be in writing
and shall be deemed to have been properly given if delivered personally
with receipt acknowledged or if mailed by certified or registered mail,
return receipt requested, or if transmitted by telecopy or other like
method and receipt verified, to the respective addresses of the parties
identified below, unless specifically directed otherwise in advance of
notice. All notices will be deemed effective upon date of receipt.
For Intel: For OEM:
Intel Corp. Intergraph Corporation
1900 Prairie City Road Huntsville, AL 35894-0001
Folsom, CA 95630
Attn: EUCD, OverDrive (TM) Ready Attn: Allan B. Wilson
Program Office, FM2-01 FAX: 205-730-2620
FAX: (916) 356-6641
7.0 GENERAL PROVISIONS
7.1 LIMITATIONS OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OS SUCH DAMAGES.
7.2 NO ADDITIONAL OBLIGATIONS. OEM IS NOT REQUIRED, AND OEM
ACKNOWLEDGES THAT IT IS NOT REQUIRED, AS CONDITIONS OF PARTICIPATION IN
THIS TRADEMARK LICENSING PROGRAM: (1) TO PURCHASE INTEL CPUs DIRECTLY
FROM INTEL; (2) TO PURCHASE OTHER INTEL NON-CPU PRODUCTS; OR (3) TO
REFRAIN FROM PURCHASING NON-INTEL PRODUCTS, OR PRODUCTS FROM NON-INTEL
SOURCES.
7.3 Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and permitted assigns of the parties hereto.
Neither party may assign any of its rights or delegate any of its
obligations under this Agreement to any third party without the express
prior written consent of the other party, except in the instance of a
merger or acquisition of either party.
7.4 Choice of Law. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of California and
the United States of America.
7.5 Relationship of the Parties. No agency, partnership, joint
venture, or employment is created between Intel and OEM as a result of
this Agreement. Neither party is authorized to create any obligation,
express or implied, on behalf of the other party, nor, except to the
extent expressly provided in this Agreement, to exercise any control
over the other party's methods of operation.
7.6 Entire Agreement. This Agreement, including the Attachment(s)
hereto as amended from time to time by the parties, constitutes the
entire agreement between the parties concerning the subject matter
hereof and supersedes all proposals, oral or written, all negotiations,
conversations, and/or discussions between the parties relating to this
Agreement and all past courses of dealing or industry customs.
7.7 This Agreement may not be amended except by a written instrument
executed by each of the parties hereto.
IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have executed this Agreement.
INTEL CORPORATION OEM
----------------------------- -------------------------
Signature Signature
David G. Mullane Allan B. Wilson
------------------------------ -------------------------
Printed Name Printed Name
Program Mgr Executive Vice President
------------------------------ -------------------------
Title Title
5/5/93 4-30-93
------------------------------ -------------------------
Date Date
Return executed Agreement to: Intel Corporation
1900 Prairie City Road
Folsom, CA 95630
Attn: End User Components Division
OverDrive (TM) Ready Program Office, FM2-01
FAX: (916) 356-6641
ATTACHMENT No. 1
TO
SYSTEM OEM UPGRADE PROCESSOR TRADEMARK LICENSE AGREEMENT
This Attachment is governed by the terms and conditions of the SYSTEM
OEM UPGRADE PROCESSOR TRADEMARK LICENSE AGREEMENT signed by Intel
Corporation ("Intel") and ____________________________________("OEM").
LICENSED MARK:
Trademark: "OverDrive (TM) Ready"
QUALIFIED PRODUCTS REQUIREMENTS:
OEM Systems which meet the following requirements shall qualify as
Qualified Products for use of the Licensed Mark listed in this
Attachment No.1:
OEM Systems which contain an Intel 486 (TM) SX, Intel486 (TM)
DX, or Intel486 (TM) DX2 CPU must include an OverDrive Ready socket,
defined as a blue (Pantone 285, or equivalent acceptable to Intel), 238
pin, Zero Insertion Force ("ZIF") socket which carries the authorized
trademark "OverDrive (TM) Ready;" or
OEM Systems which contain an Intel486 (TM) SX, or Intel486 DX
CPU, but not an Intel486 DX2 CPU, must include an OverDrive Ready
socket, defined as a blue (Pantone 285, or equivalent acceptable to
Intel), 169 pin, Zero Insertion Force ("ZIF"), or Low Insertion Force
("LIF") socket which carries the authorized trademark "OverDrive (TM)
Ready".
Type 1: PGA OverDrive (TM)
CPU Ready
Socket
168 pin 169 pin LIF or ZIF
238 pin ZIF
Type 2: PQFP OverDrive
CPU Ready
Socket
196 lead 169 pin ZIF
238 pin ZIF
Type 3: OverDrive
Ready
Socket
169 pin ZIF
238 pin ZIF
Figure 1
For OEM Systems employing an OverDrive (TM) Ready LIF socket:
OEM shall ensure the LIF socket will be a dedicated socket distinct
from the CPU socket in OEM System (see Figure 1, Type 1).
For OEM Systems employing an OverDrive Ready ZIF socket:
At OEM's option, the OverDrive Ready ZIF socket shall be either (i) a
dedicated socket distinct from the CPU socket or footprint, (see Figure
1, Type 1 and 2); or (ii) in a single socket design populated by one of
the Intel CPU's stated above (see Figure 1, Type 3).
Applicable to all Qualified Products:
OEM agrees that the OverDrive ready socket will be located in a visible
and easily accessible location to facilitate end user placement of an
OverDrive (TM) processor in the socket. Unacceptable locations or
conditions would include placement beneath daughter cards, or required
removal of disk drives or power supplies. Removal of bus cards or CPU
module cards to permit end user access to the OverDrive Ready socket
would be acceptable.
OEM agrees to provide end user documentation with OEM system describing
OverDrive processor installation process and upgrade product order code
information.
OEM agrees that end user OverDrive processor installation in OEM will
not affect OEM system warranty.
OEM agrees that it has tested the OverDrive processor in OEM Systems
which OEM intends to qualify as Qualified Products and verified
compatibility and functionality with these Systems as initially sold,
and that the OverDrive processor does not require any other hardware or
software modifications (with the exception of CPU removal) or
installations to operate in OEM's Qualified Products, including, but
not limited to, jumper or switch settings and/or BIOS or logic changes;
e.g., jumper changes for frequency selection are acceptable if they are
optional and not required for OverDrive processor operation.
TRADEMARK USAGE REQUIREMENTS:
OEM may use the Mark solely in conjunction with the promotion and sale
of OEM's Qualified Products which comply with the requirements in this
Attachment No. 1.
OEM agrees that the Mark will only be used in conjunction with OEM
Qualified Products which contain an OverDrive Ready socket.
OEM agrees to use the Mark "OverDrive (TM) Ready" as an adjective
followed by the appropriate noun, e.g., "OverDrive (TM) Ready System."
OEM must identify the Mark as a trademark of Intel Corporation with
each usage in the following format or with a similar format acceptable
to Intel:
"OverDrive and OverDrive Ready are trademarks of Intel Corporation."
AGREED:
INTEL CORPORATION OEM
/s/ David G. Mullane /s/ Allan B. Wilson
Signature Signature
David G. Mullane Allan B. Wilson
----------------------------- ----------------------------
Printed Name Printed Name
Program Mgr Executive Vice President
----------------------------- ----------------------------
Title Title
5/5/93 4-30-93
----------------------------- ----------------------------
Date Date
Return executed Attachment to: Intel Corporation
1900 Prairie City Road
Folsom, CA 95630
Attn: End User Components Division, FM2-01
FAX: (916) 356-6641