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Sample Business Contracts

OEM Market Development Program and Trademark License Program - Intel Corp. and Intergraph Corp.

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                     OEM MARKET DEVELOPMENT PROGRAM
                                 AND
                      TRADEMARK LICENSE AGREEMENT

This Market Development Program and Trademark License Agreement (the
"Agreement") is entered into as of the 15th day of May, 1993 (the
"Effective Date"), by and between Intel Corporation, a Delaware
corporation, with principal offices at 2200 Mission College Blvd.,
Santa Clara, California ("Intel"), and Intergraph Corporation, with
offices located at One Madison Industrial Park, Huntsville, Alabama
35894
_________________________________________________________________("OEM").
_________________________________________________________________(Country).
"OEM" shall also mean all subsidiaries of OEM world-wide.


                              RECITALS
                              --------

A.   Intel designs, manufactures, and sells certain microprocessor
     computer chips which OEM incorporates as Central Processing Units
     ("Intel CPU" or "Intel CPUs") into the design and manufacture of its
     computers, which are then sold, either directly or through OEM's
     distribution channel(s), to end users.

B.   Intel has adopted a trademark design (the "Logo"), which design
     incorporates the words, "INTEL INSIDE" to be used by Intel and Intel's
     licensees to indicate to end users that a computer product contains
     Intel CPUs.  A copy of the Logo is attached as Attachment "A".

C.   Intel further has developed a cooperative merchandising program
     (the "Market Development Program") for its OEM customers who use the
     Logo as an incentive for such OEM customers to use the Logo.

D.   OEM and Intel are each desirous of OEM developing, manufacturing,
     selling, and promoting computer products using Intel CPUs through OEM's
     use of the Logo and OEM's participation in the Market Development
     Program.

NOW, THEREFORE, the parties agree as follows:

1.0  TRADEMARK LICENSES

1.1  Logo License Grant.  Intel hereby grants to OEM a world-wide
     (except for Japan), limited, non-exclusive, non-transferrable, royalty-
     free right to reproduce and use the Logo solely in connection with the
     promotion, marketing, and sale of those computer products developed,
     manufactured, and/or sold by OEM which contain one or more of the Intel
     CPUs indicated on Attachment "B", subject to the terms and conditions
     set forth herein.  Intel may add other Intel CPUs to Attachment "B"
     during the Term of this Agreement.

1.2  Logo in Japan.  Intel has adopted a special Logo which
     incorporates the words "INTEL IN IT", for use exclusively in the end-
     user computer market in Japan.  Upon OEM's request and Intel's
     approval, OEM will be granted a license addendum to this Agreement for
     the special Japanese Logo.

1.3  Qualifying Products.  OEM may use the Logo solely in conjunction
     with the promotion and sale of OEM's Qualifying Products.  "Qualifying
     Products" for purposes of this Agreement shall mean those computer
     product lines designed, manufactured and/or sold by OEM each unit of
     which contains only Intel CPUs as indicated on Attachment "B".  OEM's
     computer product lines which do not use Intel CPUs in one hundred
     percent (100%) of the units produced are considered "Non-Qualifying
     Products" in their entirety.  OEM's Qualifying Products are set forth
     in Attachment "C".

1.4  Logo Usage Requirements.  OEM agrees to comply with the Logo Usage
     Requirements of this Paragraph 1.4 and the Logo Usage Guidelines as
     provided by Intel from time to time.  Failure to comply with any
     provision of the Logo Usage Requirements of this Paragraph 1.4 shall be
     considered a material breach of this Agreement.  Intel may reasonably
     amend the Logo Usage Guidelines from time to time upon reasonable
     written notice to OEM, but not less than sixty (60) days notice.

     (a)  The Logo may only be used in connection with the promotion of
          those Qualifying Products that contain an Intel CPU which has been
          designed, manufactured, and whose sale originated with Intel, listed
          on Attachment "B", and only in accordance with the terms and
          conditions of this Agreement.

     (b)  The Logo may not be used in connection with the display,
          advertising, or promotion of products that do not contain Intel CPUs
          or with Non-Qualifying Products.

     (c)  The Logo is not to be altered and must be reproduced from the
          supplied Logo sheet as provided by Intel from time to time.  The Logo
          is not to be used in conjunction with any other mark or design, i.e.,
          the Logo must stand alone in terms of the commercial impression
          generated by the particular usage.

     (d)  OEM must identify the Logo as a trademark of Intel
          Corporation with each usage in the following format:

          "The Intel Inside Logo is a trademark of Intel Corporation."

     (e)  OEM must exercise care in the use of the Logo so as not to
          indicate to the public that OEM is a division or affiliate of Intel
          or otherwise related to Intel or that the Qualifying Product is
          produced or has been tested, approved, or endorsed by Intel.

     (f)  OEM must not use as its own trademark any word(s) or design(s)
          confusingly similar to the Logo.

     (g)  The Logo may not be permanently affixed to a Qualifying Product.

2.0  PRODUCT QUALITY

2.1  Intel is generally aware of the current quality of OEM's
     Qualifying Products.  OEM agrees to maintain the quality of Qualifying
     Products to a level of quality comparable with the current quality of
     Qualifying Products.  OEM agrees to continue to use Intel CPUs in all
     Qualifying Products for so long as such Qualifying Products are being
     promoted using the Logo.

2.2  If Intel determines the Qualifying Products, or any of them, 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 Qualifying Product(s) which are the
     subject of such deficient quality notice if OEM does not take
     reasonable steps to re-establish the current quality of the Qualifying
     Products which are the subject of the deficient quality notice.

2.3  If OEM wishes to develop, manufacture, and/or sell new end user
     computer products which it wishes to have included as Qualifying
     Products on Attachment "C" or in the event OEM wishes to convert a Non-
     Qualifying Product line to a Qualifying Product line, OEM shall so
     notify Intel in writing and request a modification of Attachment "C",
     subject to the provisions of Section 3.0 of this Agreement.

3.0  RIGHT TO INSPECT

3.1  Upon reasonable notice, OEM agrees to allow Intel to inspect
     Qualifying Products and peripheral materials, such as packaging,
     manuals, instruction materials, brochures, catalogs, point-of-purchase
     displays, etc., which make use of the Logo, to ensure that usage of the
     Logo is in compliance with the terms of this Agreement.

3.2  If OEM seeks to modify the list of Qualifying Products on
     Attachment "C" in accordance with Paragraph 2.3, OEM agrees to allow
     Intel to inspect the unfamiliar or previously Non-Qualifying Products
     to ensure the quality of such products are the same or similar to that
     of the current Qualifying Products.

4.0  PROTECTION OF INTEREST

     In the event OEM becomes aware of any unauthorized use of the Logo
     by a third party, OEM agrees to promptly notify Intel and to cooperate
     fully, at Intel's expense, in the enforcement of Intel's rights against
     such a third party.  Nothing contained in the Section 4.0 shall be
     construed as to require Intel to enforce any rights against a third
     party or to restrict Intel's rights to license or consent to such a
     third party's use of the Logo.

5.0  MARKET DEVELOPMENT PROGRAM

5.1  Terms and Conditions.  OEM may participate in the Intel Market
     Development Program so long as this Agreement is in effect and provided
     it complies with all Terms and Conditions of the Market Development
     Program as promulgated by Intel from time to time ("Terms and
     Conditions").  An abstract of the current Terms and Conditions is
     attached hereto as Attachment "D".  Only print media advertising for
     Qualifying Products is eligible for reimbursement.

5.2  Modifications to Terms and Conditions.  Intel reserves the right
     to unilaterally modify the Terms and Conditions, so long as such change
     applies simultaneously to all OEM customers who are participating in
     the Market Development Program.  Intel shall give OEM no less than
     ninety (90) days written notice of modifications to the Terms and
     Conditions.

5.3  Audit.  Intel shall have the right to have independent certified
     public accountants (reasonably agreeable to OEM) conduct an audit of
     OEM's relevant records to verify Market Development Program accruals
     and print media advertising costs claimed by OEM.  Any such audit will
     be performed during OEM's normal business hours and not more than once
     annually.

6.0  TERM OF AGREEMENT AND TERMINATION FOR DEFAULT

6.1  Term of Agreement.  Unless sooner terminated under the provisions
     of Section 6.2, 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 6.1 may be
     for any reason or no reason.

6.2  Termination for Default.  Either party shall have the right to
     terminate this Agreement if the other party defaults on any of its
     obligations under this Agreement, unless within thirty (30) calendar
     days after written notice of such default, the defaulting party
     remedies the default.

6.3  Effect of Termination.  Upon termination of this Agreement, OEM
     shall immediately cease use of the Logo, and no Market Development
     Program funds will accrue after termination.  In the event of
     termination in accordance with Paragraph 6.1, OEM may continue to use
     the Logo to deplete any stock of promotional materials it has on hand
     at the time of such termination, so long as such use is in compliance
     with the terms of this Agreement, and Intel shall reimburse OEM for
     print media advertising to which OEM committed prior to termination in
     accordance with this Agreement.  OEM's products referenced in such
     advertising must remain Qualifying Products for three (3) months after
     the publication date of such advertising.

6.4  Continuing Obligations.  The respective obligations of OEM and
     Intel under the provisions of Paragraphs 6.3, 6.4, 7.1, 7.2, 7.4, and
     7.6 shall remain in force notwithstanding by the termination of this
     Agreement.

7.0  GENERAL PROVISIONS

7.1  LIMITATIONS OF LIABILITY.  NEITHER PARTY SHALL BE LIABLE TO THE
     OTHER FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH
     PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF 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 AND MARKET DEVELOPMENT 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.  ADDITIONALLY, OEM UNDERSTANDS AND
     ACKNOWLEDGES THAT IT CAN SHIP BOTH QUALIFYING PRODUCTS AND NON-
     QUALIFYING PRODUCTS WHICH ARE IDENTICAL EXCEPT THAT THE FORMER CONTAINS
     INTEL CPUs AND THE LATTER CONTAINS SOMETHING OTHER THAN INTEL CPUs, SO
     LONG AS SUCH QUALIFYING AND NON-QUALIFYING PRODUCTS ARE PROMOTED AND
     DISTRIBUTED USING DIFFERENT MODEL NUMBERS OR OTHER MODEL DESIGNATIONS.

7.3  Assignment.  This agreement shall be binding upon and inure to the
     benefit of the successors and permitted assigns of the parties hereto.
     OEM may not assign any of its rights or delegate any of its obligations
     under this Agreement to any third party without the express written
     consent of Intel, except in the instance of a merger or acquisition of
     OEM.

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 Attachments and
     Addenda hereto, 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.

IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have executed this Agreement.


INTEL CORPORATION                  INTERGRAPH CORPORATION
                                         ("OEM")


/s/ Janice Wilkins                 /s/ Allan B. Wilson
Signature                          Signature

Janice Wilkins                     Allan B. Wilson
Printed Name                       Printed Name

Intel Inside Program Manager       Executive Vice President,
                                   Corporate Marketing
Title                              Title


June 10, 1993                      June 4, 1993
Date                               Date


OEM BANK DETAILS                   OEM CONTACT PERSON
For International OEMs             (if different from above)

                                   Neysa Holland
Bank                               Name


                                   Supr., Marketing Communications
Address                            Position

                                   Mailstop LR24C1
                                   Address

                                   Huntsville, AL  35894-0001


                                   (205) 730-8055
Bank Account Number                Phone


Return Executed Licenses to:

                    Intel Inside Program Office
                    c/o Janice Wilkins
                    Intel Corporation
                    2200 Mission College Blvd.
                    P.O. Box 58119, RN5-30
                    Santa Clara, CA  95052-8119



                           ATTACHMENT "A"


                             THE LOGO







                          ATTACHMENT "B"

              INTEL CPUs AND OEM QUALIFYING PRODUCTS





Intel CPUs

Intel386 (TM) microprocessors

Intel486 (TM) microprocessors




                        ATTACHMENT "C"

                   OEM QUALIFYING PRODUCTS


Check one of the following:                  New Attachment C


This Attachment C [] Replaces the previous Attachment C  [] Is an addition to
 the previous Attachment C

        OEM Product Name                           Type         Intel CPU

Intergraph TD 1 Workstation, Model 1110              D       Intel 486 DX  33
Intergraph TD 1 Workstation, Models 1220 & 1230      D       Intel 486 DX2 66
_________________________________________         ____       ________________
_________________________________________         ____       ________________
_________________________________________         ____       ________________

Type (Choose): [N/P] - Notebook/Portable [D] - Desktop [S/M] - Server/Mainframe


Intel CPU (Example):

Intel 386 DX-16  Intel 386 SX-12  Intel 386 SL-16  Intel 486 DX2-50    
Intel 386 DX-20  Intel 386 SX-16  Intel 386 SL-20  Intel 486 DX2-66    
Intel 386 DX-25  Intel 386 SX-20  Intel 386 SL-25  Intel 486 SX-16  
Intel 386 DX-33  Intel 386 SX-25  Intel 486 DX-25  Intel 486 SX-20
                 Intel 386 SX-33  Intel 486 DX-33  Intel 486 SX-25
                                  Intel 486 DX-50  Intel 486 SX-33
                                                   Intel 486 SL-25  
                                                   Pentium Microprocessor



Intel Corporation                            Intergraph Corporation

\s\ Janice Wilkins                           \s\ Neysa S. Holland
Signature                                    Signature

Janice Wilkins                               Neysa S. Holland
Printed Name                                 Printed Name

Intel Inside Program Manager                 Corporate MarCom Staff Supr.
Title                                        Title


JUN 09 1993                                  June 8, 1993
Date                                         Date


Return Executed Attachment to:

                    Intel Inside Program Office
                    c/o Janice Wilkins
                    Intel Corporation
                    2200 Mission College Blvd. , RN5-30
                    P.O. Box 58119
                    Santa Clara, CA  95052-8119



                        ATTACHMENT "C"

                   OEM QUALIFYING PRODUCTS


Check one of the following


This Attachment C [] New/replaces the previous Attachment C [] Is an addition
 to the previous Attachment C

OEM Product Name                                  Type          Intel CPU
_________________________________________         ____      ________________
_________________________________________         ____      ________________
_________________________________________         ____      ________________
_________________________________________         ____      ________________
_________________________________________         ____      ________________
_________________________________________         ____      ________________

Type (Choose): [N/P] - Notebook/Portable [D] - Desktop [S/M] - Server/Mainframe


Intel CPU (Example):

Intel 386 DX-16     Intel 386 SX-12     Intel 386 SL-16     Intel 486 DX2-50
Intel 386 DX-20     Intel 386 SX-16     Intel 386 SL-20     Intel 486 DX2-66
Intel 386 DX-25     Intel 386 SX-20     Intel 386 SL-25     Intel 486 SX-16
Intel 386 DX-33     Intel 386 SX-25     Intel 486 DX-25     Intel 486 SX-20
                    Intel 386 SX-33     Intel 486 DX-33     Intel 486 SX-25
                                        Intel 486 DX-50     Intel 486 SX-33
                                                            Intel 486 SL-25


Intel Corporation                        _____________________________________
                                                         ("OEM")
__________________________________       _____________________________________
Signature                                Signature

__________________________________       ______________________________________
Printed Name                             Printed Name

__________________________________       ______________________________________
Title                                    Title

__________________________________       ______________________________________
Date                                     Date


Return Executed Attachment to:

                    Intel Inside Program Office
                    c/o Janice Wilkins
                    Intel Corporation
                    2200 Mission College Blvd.
                    P.O. Box 58119, RN5-30
                    Santa Clara, CA  95052-8119