Territory License No. 6 - Navigation Technologies Corp. and Harman International Industries Inc.
NT CONFIDENTIAL
SCHEDULE
TERRITORY LICENSE NO. [6]
QUICK REFERENCE TITLE: [Super Region Route Guidance Application (NA & EU)]
Pursuant to ARTICLE 4 of the Data License Agreement between NT and LICENSEE
dated as of the Effective Date identified therein and reiterated below
("Agreement"), NT (acting also on behalf of its subsidiary Navigation
Technologies B.V., collectively "NT") and LICENSEE hereby agree to the following
additional terms and conditions which, upon the execution of this Schedule,
shall become a Territory License under the Agreement.
I. Parties & Term.
LICENSEE: [Harman International Industries, Incorporated]
Effective Date of Agreement: [redacted]
Effective Date of Territory License: [redacted]
Expiration Date of Territory License: [redacted]
II. Licensed Territory (check applicable geographic areas, each a separate
"Licensed Territory").
[X] US/Canada (the United States of America, excluding its territories and
possessions; and the provinces of Canada)
[X] Western Europe (Andorra, Austria, Benelux, Denmark, Eire, Finland,
France, Germany, Italy, Liechtenstein, Norway, Portugal, Spain,
Sweden, Switzerland, United Kingdom, Vatican City)
III. Licensed NAVTECH Data. [Detailed City/Inter-Town Data with NT Traffic
Codes]
A. Content: Detailed City/Inter-Town Data. Subject to ARTICLE 7 of the
Agreement, the NAVTECH Data licensed hereunder is the Detailed
City/Inter-Town Data with NT Traffic Codes, certain portions of which
consist of the data elements specified in Exhibit A hereto for the
Detailed City Data and certain portions of which may consist of the
data elements specified in Exhibit A for the Inter-Town Data. The
NAVTECH Data does not include any data consisting of data elements
beyond or different from those specified in Exhibit A. [redacted].
B. Form of Delivery: The NAVTECH Data delivered by NT to LICENSEE
hereunder shall be separated into files corresponding to either NT's
then-existing standard data coverage areas ("DCAs") pertaining to the
Licensed [redacted]. The NAVTECH Data files will be provided in GDF
format, [redacted].
C. Quality: [redacted].
IV. Application. Super Region Route Guidance Application, as defined in
Exhibit B hereto.
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V. Use Rights: Pursuant to Section 4.1 of the Agreement, LICENSEE's Use
Rights are limited to:
A. using NAVTECH Data in LICENSEE's internal operations for the purpose
of [redacted]
B. [redacted]
[redacted] compiling all or any portion of the NAVTECH Data ("Compiled NAVTECH
Data") [redacted] producing Copies of the Compiled NAVTECH Data
[redacted]
D. distributing, [redacted], such Super Region Copies [redacted]; and
E. [redacted]
VI. License Fees to NT. LICENSEE shall pay NT license fees in the amounts and
on the due dates set forth in Exhibit C hereto.
[redacted]
VIII. [redacted]
IX. Currency. Amounts due to NT hereunder relating to NAVTECH Data for
US/Canada are stated in, and shall be paid to NT in, U.S. Dollars. Amounts
due to NT hereunder relating to NAVTECH Data for Western Europe are stated
in, and shall be paid to NT in, Euros.
X. End-User Terms. Attached as Exhibit D.
XI. Special Provisions.
A. Reporting. The License Fee Report required under Section 5.8 of the
Agreement shall be in the form of, and contain the information
specified in, Exhibit E attached hereto.
B. Use of Certain Traffic Codes in Western Europe.
1. General Restrictions Applicable to Traffic Codes. [redacted]
2. Display of Third Party Rights Legend for Belgium. LICENSEE shall,
for each distribution of information that uses
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Traffic Codes for Belgium, provide the following notice to the
End-User: "Traffic Information is provided by the Ministerie van
de Vlaamse Gemeenschap and the Ministerie de l'Equipement et des
Transports."
C. [redacted]
D. [redacted]
E. Distribution Services. See Distribution Services Addendum entered into
concurrently herewith.
NAVIGATION TECHNOLOGIES CORPORATION HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
/s/ Lawrence M. Kaplan /s/ E.C. Summers
--------------------------------- ---------------------------------
Signature Signature
Lawrence M. Kaplan E.C. Summers
--------------------------------- ---------------------------------
Name Name
Vice President & General Counsel Vice President
--------------------------------- ---------------------------------
Title Title
NAVIGATION TECHNOLOGIES B.V.
/s/ C.L. Peters
---------------------------------
Signature
C.L. Peters
---------------------------------
Name
Vice President Finance, Europe
---------------------------------
Title
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EXHIBIT A
NAVTECH DATA CONTENT SPECIFICATION
(WITH TRAFFIC CODES)
The Data set forth below consists of the listed Features and Attributes.*
I. DETAILED CITY DATA
FEATURE 1: NAMED AND CERTAIN UNNAMED ROADS, WALKWAYS AND FERRY CONNECTIONS
Attributes 1: [redacted]
FEATURE 2: COUNTRY REFERENCE
Attributes 2: [redacted]
FEATURE 3: CERTAIN WATER FEATURES (REPRESENTED AS POLYGONS)
FEATURE 4: CERTAIN WATER FEATURES (REPRESENTED AS LINES)
FEATURE 5: CERTAIN LAND USE FEATURES (REPRESENTED AS POLYGONS)
FEATURE 6: CERTAIN RAILROAD FEATURES (REPRESENTED AS LINES)
FEATURE 7: CERTAIN ADMINISTRATIVE AREAS (REPRESENTED AS POLYGONS)
-----------------------------
* References herein to geographic areas (e.g. "North America," "Europe,"
"Canada") are applicable only to Territory Licenses where such geographic areas
(or portions thereof) are included in the Licensed Territory.
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FEATURE 8: CERTAIN ADMINISTRATIVE AREAS (REPRESENTED AS LINES)
FEATURE 9: CERTAIN POINTS OF INTEREST IN THE FOLLOWING CATEGORIES:
[redacted]
Attributes 9: [redacted]
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[redacted]
II. INTER-TOWN DATA
FEATURE 1: CERTAIN NAMED AND UNNAMED ROADS AND FERRY CONNECTIONS BETWEEN NAMED
PLACE POIS
Attributes 1: [redacted]
FEATURE 2: COUNTRY REFERENCE
Attributes 2: [redacted]
FEATURE 3: CERTAIN WATER FEATURES (REPRESENTED AS POLYGONS)
FEATURE 4: CERTAIN WATER FEATURES (REPRESENTED AS LINES)
FEATURE 5: CERTAIN LAND USE FEATURES (REPRESENTED AS POLYGONS)
FEATURE 6: CERTAIN RAILROAD FEATURES (REPRESENTED AS LINES)
FEATURE 7: CERTAIN ADMINISTRATIVE AREAS (REPRESENTED AS POLYGONS)
FEATURE 8: CERTAIN ADMINISTRATIVE AREAS (REPRESENTED AS LINES)
FEATURE 9: CERTAIN POINTS OF INTEREST IN THE FOLLOWING CATEGORIES:
[redacted]
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[redacted]
Attributes 9: [redacted]
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EXHIBIT B
APPLICATION
Subject to Restrictions (1) - (4) below, "SUPER REGION ROUTE GUIDANCE
APPLICATION" means [redacted]
DEFINITIONS
[redacted]
Restrictions
[redacted]
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EXHIBIT C
LICENSE FEES
I. License Fees.
[redacted]
B. Definitions.
[redacted]
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[redacted]
II. Due Dates. [redacted]
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EXHIBIT D
END-USER TERMS
The data ("Data") is provided for your personal, internal use only and not for
resale. It is protected by copyright, and is subject to the following terms and
conditions which are agreed to by you, on the one hand, and [LICENSEE]
("[LICENSEE]") and its licensors (including their licensors and suppliers) on
the other hand.
(C)200X Navigation Technologies Corporation [Insert "Navigation Technologies
B.V. where European NAVTECH Data is used][Also insert any applicable copyright
notices as required for the country-specific Data being used]. All rights
reserved.
The Data for areas of Canada includes information taken with permission from
Canadian authorities, including: (C) Her Majesty the Queen in Right of Canada,
(C) Queen's Printer for Ontario.
TERMS AND CONDITIONS
Personal Use Only. You agree to use this Data together with [insert name of
LICENSEE's authorized Application] for the solely personal, non-commercial
purposes for which you were licensed, and not for service bureau, time-sharing
or other similar purposes. Accordingly, but subject to the restrictions set
forth in the following paragraphs, you may copy this Data only as necessary for
your personal use to (i) view it, and (ii) save it, provided that you do not
remove any copyright notices that appear and do not modify the Data in any way.
You agree not to otherwise reproduce, copy, modify, decompile, disassemble or
reverse engineer any portion of this Data, and may not transfer or distribute it
in any form, for any purpose, except to the extent permitted by mandatory laws.
Restrictions. Except where you have been specifically licensed to do so by
[LICENSEE], and without limiting the preceding paragraph, you may not (a) use
this Data with any products, systems, or applications installed or otherwise
connected to or in communication with vehicles, capable of vehicle navigation,
positioning, dispatch, real time route guidance, fleet management or similar
applications; or (b) with or in communication with any positioning devices or
any mobile or wireless-connected electronic or computer devices, including
without limitation cellular phones, palmtop and handheld computers, pagers, and
personal digital assistants or PDAs.
No Warranty. This Data is provided to you "as is," and you agree to use it at
your own risk. [LICENSEE] and its licensors (and their licensors and suppliers)
make no guarantees, representations or warranties of any kind, express or
implied, arising by law or otherwise, including but not limited to, content,
quality, accuracy, completeness, effectiveness, reliability, fitness for a
particular purpose, usefulness, use or results to be obtained from this Data, or
that the Data or server will be uninterrupted or error-free.
Disclaimer of Warranty: [LICENSEE] AND ITS LICENSORS (INCLUDING THEIR LICENSORS
AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY,
PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain
warranty exclusions, so to that extent the above exclusion may not apply to you.
Disclaimer of Liability: [LICENSEE] AND ITS LICENSORS (INCLUDING THEIR LICENSORS
AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR
ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION
ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM
THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE,
CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS
INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR
CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY,
EVEN IF [LICENSEE] OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. Some States, Territories and Countries do not allow certain liability
exclusions or damages limitations, so to that extent the above may not apply to
you.
Disclaimer of Endorsement: Reference to any products, services, processes,
hypertext links to third parties or other Data by trade name, trademark,
manufacturer, supplier or otherwise does not necessarily constitute or imply its
endorsement, sponsorship or recommendation by [LICENSEE] or its licensors.
Product and service information are the sole responsibility of each individual
vendor. The Navigation Technologies name and logo, the NAVTECH and NAVTECH ON
BOARD trademarks and logos, and other trademarks and trade names owned by
Navigation Technologies Corporation may not be used in any commercial manner
without the prior written consent of Navigation Technologies.
Export Control. You agree not to export from anywhere any part of the Data
provided to you or any direct product thereof except in compliance with, and
with all licenses and approvals required under, applicable export laws, rules
and regulations.
Indemnity. You agree to indemnify, defend and hold [LICENSEE] and its licensors
(including their respective licensors, suppliers, assignees, subsidiaries,
affiliated companies, and the respective officers, directors, employees,
shareholders, agents and representatives of each of them) free and harmless from
and against any liability, loss, injury (including injuries resulting in death),
demand, action, cost, expense, or claim of any kind or character, including but
not limited to attorney's fees, arising out of or in connection with any use or
possession by you of this Data.
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NT CONFIDENTIAL
Entire Agreement. These terms and conditions constitute the entire agreement
between [LICENSEE] (and its licensors, including their licensors and suppliers)
and you pertaining to the subject matter hereof, and supersedes in their
entirety any and all written or oral agreements previously existing between us
with respect to such subject matter.
Governing Law. The above terms and conditions shall be governed by the laws of
the State of Illinois [insert "Netherlands" where European NAVTECH Data is
used], without giving effect to (i) its conflict of laws provisions, or (ii) the
United Nations Convention for Contracts for the International Sale of Goods,
which is explicitly excluded. You agree to submit to the jurisdiction of
Illinois [insert "The Netherlands" where European NAVTECH Data is used] for any
and all disputes, claims and actions arising from or in connection with the Data
provided to you hereunder.
Government End Users. If the NAVTECH Data is being acquired by or on behalf of
the United States government or any other entity seeking or applying rights
similar to those customarily claimed by the United States government, (i) for
acquisitions conducted by the Department of Defense, the NAVTECH Data is
licensed with "Limited Rights" in accordance with the rights set forth at DFARS
252.227-7013(b)(3), TECHNICAL DATA-NONCOMMERCIAL ITEMS, and NAVTECH Data
delivered or otherwise furnished with "Limited Rights" shall be marked with the
following "Limited Rights Notice" set forth at DFARS 252.227-7013(f)(3), and
shall be treated in accordance with such Notice:
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LIMITED RIGHTS
CONTRACT NO.: ___________________________________________
CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: Navigation Technologies Corporation
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 222 Merchandise Mart Plaza,
Suite 900, Chicago, Illinois 60654
The Government's rights to use, modify, reproduce, release, perform,
display, or disclose this technical data are restricted by paragraph (b)(3)
of the Rights in Technical Data-Noncommercial Items clause contained in the
above identified contract. Any reproduction of technical data or portions
thereof marked with this legend must also reproduce the markings. Any
person, other than the Government, who has been provided access to such
data must promptly notify the above named Contractor.
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and; (ii) for civilian agency acquisitions, the NAVTECH Data is licensed in
accordance with the rights set forth at FAR 52.227-14(g)(1), RIGHTS IN
DATA-GENERAL (Protection of limited rights data and computer software). In the
event that the Contracting Officer requires the delivery of limited rights
NAVTECH Data that has been withheld or would otherwise be withholdable in
accordance with FAR 52.227-14(g)(1), the NAVTECH Data is licensed with "Limited
Rights" as set forth in the following "Limited Rights Notice" at FAR
52.227-14(g)(2) (Alternate II), which shall be affixed to the NAVTECH Data and
the NAVTECH Data shall be treated in accordance with such Notice (which shall be
marked on any reproduction of these data, in whole or in part):
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LIMITED RIGHTS NOTICE (JUN 1987)
These data are submitted with limited rights under Government Contract No.
_____ (and subcontract ______, if appropriate). These data may be
reproduced and used by the Government with the express limitation that they
will not, without written permission of the Contractor, be used for
purposes of manufacture nor disclosed outside the Government; except that
the Government may disclose these data outside the Government for the
following purposes, if any, provided that the Government makes such
disclosure subject to prohibition against further use and disclosure: There
are no additional purposes permitting disclosure of such Data.
The manufacturer/supplier of the Data is Navigation Technologies
Corporation222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois 60654.
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If the Contracting Officer refuses to use either of the licenses provided in (i)
or (ii), herein, the Contracting Officer must notify Navigation Technologies
Corporation prior to seeking additional or alternative rights in the NAVTECH
Data.
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EXHIBIT E
LICENSE FEE REPORT
[redacted]
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EXHIBIT F
[redacted]
--------------
[redacted]
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[redacted]
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