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