Intel® Software Network - Cluster Ready OEM

By signing up with the Intel® Cluster Ready partner program, you are required to enter the procedure of certification or registration of cluster systems, software products, or components. You will follow the flow and process as set out in the section: Intel® Cluster Ready documents. With the successful certification or registration of the cluster system, software product, or component, your product can be listed as Intel® Cluster Ready, has the right to use the Intel® Cluster Ready logo, etc., as described in the partner agreement below.

Intel® Cluster Ready Program Agreement for HW Vendors

I the undersigned, on behalf of the Company Organization listed below and Company 
Organization's worldwide directly and indirectly majority owned subsidiaries (hereafter 
referred to as the "Company"), warrant that I am authorized to enter into this Intel® 
Cluster Ready Program Agreement ("Agreement") with Intel on behalf of Company, and 
I understand and agree to the following:

Recitals

A.	Intel has developed a cluster Specification which includes Intel hardware and software 
products integrated with hardware, peripherals, and software applications and tools of 
third party vendors which are intended to be implemented to achieve cluster system 
needs;

B.	Intel desires to license the Documentation to Company and Company desires to license 
from Intel the Documentation for the purpose of implementing the Specification in its 
products according to the terms and conditions set forth in this Agreement, including the 
exhibits hereto;

C.	Intel desires to license the trademark "Intel(R) Cluster Ready" to Company and Company 
desires to use the trademark, in connection with Company's products that implement the 
Specification.

NOW, THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1	Intel – shall mean Intel Corporation and its majority owned worldwide subsidiaries

1.2	Program –  shall mean the Intel® Cluster Ready Program

1.3	Effective Date – shall mean the date upon which Company accepted this Agreement.

1.4	CNDA – shall mean the Corporate Non-Disclosure Agreement in effect between the 
Parties.

1.5	Confidential Information – shall mean the confidential information provided by Intel 
or Company to the other Party pursuant to this Agreement, as defined in the CNDA 
between the Parties, or where a CNDA does not exist between the parties, as defined in 
Section 8.2 "Confidential Information" of this Agreement.  The Parties agree and 
acknowledge that the Documentation shall be deemed Confidential Information of 
Intel, and that the terms and conditions of this Agreement shall be deemed Confidential 
Information.

1.6	Specification – shall mean the Intel® Cluster Ready Architecture and Specification 
document which describes Intel hardware and software components integrated with 
hardware, peripherals, and software tools and applications/technology developed by 
third parties. The Specification is available at http://www.intel.com/go/cluster

1.7	Recipes – shall mean a documented suggestion for a Compliant System, including the 
specific components and versions (hardware and software) used in the Compliant 
System together with instructions regarding how to build and implement the 
Specification into the Compliant System.

1.8	Certification Procedure – shall mean the Intel® Cluster Ready Platform Certification 
document which states the procedure under which cluster systems may be certified 
under this Program. The Certification Procedure is available at 
http://www.intel.com/go/cluster

1.9	Documentation - shall mean the Specification, Recipes, Cluster Checker, Certification 
Procedure and other information, data and procedures delivered by Intel to Company in 
electronic or paper form under the Program to aid Company in the implementation of 
the Specification into Company's products.

1.10	Compliant System - shall mean the Intel hardware and software components integrated 
with Company hardware, peripherals, and software tools and applications/technology, 
which complies with the requirements of the Certification Procedure and has received a 
certificate from Intel under the Certification Procedure, or is a Materially Identical 
version of a system that received a certificate from Intel under the Certification 
Procedure.

1.11	Certified System – shall mean a Compliant System which has received a certificate 
from Intel under the Certification Procedure.

1.12	Compliant Product – shall mean a Compliant System.

1.13	Materially Identical – shall mean "Materially Identical" as defined in the Certification 
Procedure.

1.14	Cluster Checker – shall mean the Intel software product known as the Intel® Cluster 
Checker.

1.15	End User – shall mean an entity that has acquired a license to use the Cluster Checker 
and/or purchased a Compliant Product for its own internal business purposes.

1.16	End User License Agreement - shall mean a written agreement between Intel and an 
End User, which agreement is either signed by both parties or is in "shrinkwrap" or 
"clickwrap" form, covering the use of the Cluster Checker by such End User.

1.17	Licensed Trademarks – shall mean "Intel® Cluster Ready" and the Design 
Trademark.

1.18	Design Trademark – shall mean the design trademark that is designated as such on 
http://www.intel.com/go/cluster

1.19	Design Trademark Guidelines – shall mean the guidelines describing the correct way 
to use the Design Trademark. The Design Trademark Guidelines are available at 
http://www.intel.com/go/cluster

1.20	Reseller – shall mean a company which resells a Company Compliant System, with or 
without modification.

1.21	Intellectual Property Rights - shall mean (i) all United States and foreign patent and 
applications for patents, industrial models, industrial designs, utility models, certificates 
of invention, and other indicia of invention ownership, including any such rights 
granted upon any reissue, reexamination, division, continuation or continuation-in-part 
applications now or hereafter filed ("Patent Rights"); (ii) all trade secret rights arising 
under the laws of any jurisdiction; (iii) all United States and foreign semiconductor 
mask work rights and registrations for such rights; and (iv) all United States and foreign 
copyright rights and all other literary property and author rights, whether or not 
copyrightable, and all copyrights and copyrighted interests, including any renewals 
thereof but will not include any rights relating to semiconductor manufacturing 
technology or any rights in any trademarks, trade names, service marks, logos and the 
goodwill associated therewith.

2.	INTEL LICENSE GRANTS

2.1	Documentation License.  Subject to Company's compliance with the terms and 
conditions of this Agreement, Intel hereby grants to Company and Company accepts a 
free of charge, nonexclusive, non-transferable, worldwide license under Intel 
copyrights and trade secrets, without the right to sublicense, to copy the Documentation 
and use the information for internal use only, for the sole purpose of creating Compliant 
Products.

2.2	Cluster Checker License.

2.2.1	Internal Use. The Cluster Checker is licensed to Company, free of charge, in 
accordance with the terms and conditions set out in the Cluster Checker End User 
License Agreement, and the terms of this Agreement, for the purpose of determining 
compliance of Company's product's with the Specification.

2.2.2	Distribution Rights. Subject to all of the terms and conditions of this Agreement, Intel 
grants Company a non-exclusive, non-assignable copyright license to distribute to 
Company's End Customers, one copy of the version of the Cluster Checker which 
Company used to certify its Compliant Product. The copy of the Cluster Checker shall 
be distributed in its entirety, preloaded onto Company's Compliant Product. The 
Cluster Checker End User License Agreement, product release notes and 
documentation shall be provided to Company's customers together with the Compliant 
Product. Company shall also provide, together with the Cluster Checker, all associated 
configuration and input files on the Compliant Products sold to Company's customers, 
for Company's customer's use, in accordance with the terms of the End User License 
Agreement.

2.3	Ownership.  Intel shall remain the sole owner of all right, title and interest (including 
ownership of all Intellectual Property Rights) in and to the Documentation and all Intel 
materials provided to Company under this Agreement.

2.4	Intel Trademarks.  Except as expressly provided in Section 6 hereof, no rights or 
licenses are granted by this Agreement, expressly or by implication, to use any Intel 
trademark or trade name, or any word or mark similar thereto. Any additional rights or 
licenses must be addressed in a separate written agreement signed by authorized 
representatives of the Parties.

2.5	No Other License.  No rights or licenses are granted by Intel under this Agreement, 
expressly, by implication, inducement, estoppel or otherwise with respect to any 
proprietary information or any patents or other Intellectual Property Rights owned or 
controlled by Intel, except as expressly provided in this Agreement.  Any further 
license under Intel Intellectual Property Rights must be express and in writing.

2.6	Third Party Products. Company acknowledges that the Documentation makes 
reference to third party products. Company is solely responsible for engaging with the 
relevant third parties to gain the rights and or licenses to use third party products and 
third party intellectual property rights.

3.	TRAINING, SUPPORT AND UPDATES.  Subject to Company's compliance with the 
terms and conditions of this Agreement, Intel shall provide the following to Company:

3.1	Training. Intel will provide marketing and technical training to Company personnel. 
The training will take place within 3 months of the Effective Date of this Agreement.  
The training will consist of marketing and technical training with respect to 
implementation of the Specification, including training regarding how to configure, 
implement, optimize, troubleshoot, and operate systems compliant with the 
Specification.  The training described in this section shall be conducted once for each 
Company and Company shall be responsible for training new or additional Company 
personnel.  Company may request additional technical and/or marketing training from 
Intel, subject to the then current availability of appropriate Intel training staff.

3.2	Intel Support. Intel's obligation with respect to Company questions and issues shall be 
limited to using commercially reasonable efforts to successfully resolve such questions 
and issues that are raised by Company's personal who participated in the training 
delivered by Intel under this Agreement. Intel support shall be provided through Intel® 
Premier Support services following Company's registration for Intel® Premier Support 
(if not already registered). Company agrees and acknowledges that support for 
individual products or components mentioned in the Specification shall be obtained 
from the supplier of that product or component, in accordance with the supplier's 
support policies and/or agreements with Company. Intel support shall be provided to 
Company only. Company shall be solely responsible to Company's customers for any 
update or support obligation or other liability which may arise from the distribution or 
sale of the Compliant Product.

3.3	Updates.  Intel will use commercially reasonable efforts to deliver to Company, 
provided that Company is not in default hereunder, updates to the Documentation 
("Updates") as such Updates are developed by Intel. The content of the Updates shall 
be determined at Intel's sole discretion and may not include the latest releases of third 
party products, components, software or hardware at any particular time.

3.3.1   An Update to the Specification (including a concurrent Update to the 
Certification Procedure) shall take effect 9 months from the date it is 
published by Intel ("Introduction Period"). During the Introduction Period, 
Company may choose to certify its products to the Update to the 
Specification or to the Specification in effect, at Company's discretion, in 
accordance with the respective Certification Procedure. In the event an 
overlap occurs in the Introduction Periods of a number of Updates, 
Company may choose whether to certify new product designs to a 
Specification in effect, or to any of the Updates which is in an Introduction 
Period, at Company's discretion, in accordance with the respective 
Certification Procedure. After an Introduction Period has lapsed, new 
Company product designs will need to be certified to the Specification 
which is in effect, or to an Update which is still within its Introduction 
Period, at Company's discretion, following the respective Certification 
Procedure, in order to be eligible to use the Licensed Trademarks under the 
terms of this Agreement.

3.3.2    Except with respect to an Update of the Specification and a concurrent 
Update to the Certification Procedure (dealt with in section 3.3.1), Updates 
shall have immediate effect for new Company product designs.

3.3.3	There is no requirement to recertify previously certified Complaint Products 
in order to continue using the Licensed Trademarks with respect to such 
Complaint Products, unless certification is required under a different section 
of this Agreement.

4.	COMPANY OBLIGATIONS. Company agrees that:

4.1	Engineering resources. Company will assign a reasonable number of engineers with 
substantial experience in server system hardware and software to work on creating 
Compliant Products.
  
4.2	Use of Licensed Trademarks. Company shall designate its Compliant Products with 
the Licensed Trademarks. Company may only use the Licensed Trademarks for 
Compliant Products. This limitation applies to the use of the Licensed Trademarks in 
Company's pre-sales communications as well as any other communication by 
Company.

4.3	Resellers. Company acknowledges that a Reseller may not use the Licensed 
Trademarks on products, including without limitation, on Company's Compliant 
Products, on Company's Compliant Products that were assembled by Reseller on behalf 
of Company, nor on Company's Compliant Products that were modified by Reseller, 
unless Reseller has entered into a Program Agreement with Intel and Reseller verified 
compliance of the said products in accordance with the Certification Procedure. 
Reseller is not permitted to use the Licensed Trademarks with respect to previously 
Certified Products, other than as described in this section. Reseller may only use the 
Licensed Trademarks with respect to Compliant Products which Reseller certified with 
Intel directly. Company shall inform its Resellers of the limitations and the 
requirements described in this subsection.

4.4	Testing. Company shall provide at least one of the following services: (i) Company's 
field engineer shall test the Compliant Product and run the Cluster Checker at the End 
User site at first installation to ensure that the Compliant Product is set up and working 
correctly; and/or (ii) Company shall test the Compliant Product and run the Cluster 
Checker on the complete and assembled Compliant Product (including the operating 
system and any software licensed by the Company), which is sold to an End User to 
ensure that it is set up and working correctly, prior to shipping the Compliant Product 
to an End User. Intel support services shall only be provided for Compliant Products 
which were tested in accordance with this section as evidenced by a Cluster Checker 
output report submitted together with Company's support request. Company 
understands and agrees that Company shall be solely responsible to Company's 
customers for any support obligation or other liability which may arise from the 
distribution or sale of the Compliant Product.

4.5	No representations. Company will make no representations or affirmations to any 
third party, including its customers, that (i) Intel endorses any of Company's Compliant 
Products or other products or (ii) except as provided in a separate written Agreement 
between Intel and Company, Intel has certified, validated, endorsed, qualified, or 
otherwise approved the Company's Products or other products.

5	COMPANY LICENSE GRANTS.

5.1	Product Name. Intel may add Company's name and Company's Compliant Product's 
product name to the list of Intel® Cluster Ready Compliant Systems on Intel's 
externally facing website.

5.2	Feedback. With respect to any feedback, in any form (including, without limitation; 
verbal, electronic or paper communications and provision of binary, executable or 
source code), that Company chooses to provide to Intel with respect to the 
Documentation ("Communications"), Company agrees  that  Intel and its designees will 
be free to copy, modify, create derivative works, publicly display, disclose, distribute, 
license and sublicense through multiple tiers of distribution and licensees, incorporate 
and otherwise use the Communications, including derivative works thereof, for any and 
all commercial or non-commercial purposes, and that Communications shall not be 
deemed Company's Confidential Information.

5.3	No Other License.  No rights or licenses are granted by Company under this 
Agreement, expressly, by implication, inducement, estoppel or otherwise with respect 
to any proprietary information or any patents or other Intellectual Property Rights 
owned or controlled by Company, except as expressly provided in this Agreement.  
Any further license under Company Intellectual Property Rights must be express and in 
writing.

6	INTEL TRADEMARK LICENSE GRANT.

6.1	License Grant.  Subject to and conditioned upon Company's full compliance with the 
terms of this Agreement, Intel grants to Company, and Company accepts, a limited, 
nonexclusive, non-transferable, royalty-free, revocable worldwide license to use the 
Licensed Trademarks in connection with Compliant Products as provided in this 
Agreement and all terms incorporated by reference herein.  No other right, title or 
license is granted hereunder.

6.2	Quality control.  Company shall only use the Licensed Trademarks in connection with 
Compliant Products and no other products.  Company represents and warrants that its 
Compliant Products meet Intel defined standards as set forth in the Certification 
Procedure.  In the event that one or more of Company's formerly Compliant Products 
no longer meet Intel's defined standards, Company will immediately notify Intel in 
writing.  Company shall comply with all applicable laws and regulations in its design, 
manufacture, advertising, promotion, distribution and sale of Compliant Products.  
Company shall use the Licensed Trademarks only in connection with products that 
meet or exceed the quality and performance standards customary in the industry and 
commensurate with Company's overall reputation for high quality products.  Intel shall 
have the right and upon reasonable notice shall be given the opportunity to review, 
inspect and/or test Company's products and associated collateral to ensure compliance 
with this Agreement.

6.3	Proper Usage. The Design Trademark shall be used in accordance with the Design 
Trademark Guidelines. In addition, and without limiting the foregoing, the Licensed 
Trademarks shall only be used in Company's advertisements and other promotional 
materials and in Company's Internet web site and Company's product packaging.  
Company shall not use the Licensed Trademarks on any business cards, letterhead, 
building signage, or any other use that could be understood to be branding of 
Company's products or services.  Company shall not alter the Licensed Trademarks in 
any way or integrate the Licensed Trademarks or Intel(R) trademark into any of its own 
trademarks, logos, or designs or those of third parties.  Company shall use the Licensed 
Trademarks with the following acknowledgement line: "Intel(R) is a trademark of Intel 
Corporation in the U.S. and other countries."  Company shall not use the Licensed 
Trademarks in any manner that is likely to create confusion as to the source or 
sponsorship of its products or services, or that in any way indicates to the public that it 
is a division or affiliate of Intel.  Wherever Company displays the Licensed 
Trademarks, it must also display its own corporate name in a size and style more 
prominent than, and separately from, the Licensed Trademarks.  Company shall display 
the Licensed Trademarks so that the Licensed Trademarks stands alone in terms of 
commercial impression.  Company shall display the Licensed Trademarks only in a 
positive manner and shall not use the Licensed Trademarks in any manner that may 
disparage Intel, its brands, or its products or services.  Company shall not use the 
Licensed Trademarks in any manner that, in Intel's judgment, may diminish or 
otherwise damage Intel's goodwill in the Licensed Trademarks or the Intel(R) 
trademark, including but not limited to use on materials that could be deemed to be 
obscene, pornographic, violent, or otherwise in poor taste or unlawful, or the purpose of 
which is to encourage unlawful activities.  Intel shall have the right to randomly review 
and inspect materials displaying the Licensed Trademarks and Company shall 
reasonably cooperate in providing Intel access to such materials.  Company further 
agrees to make any modification to materials displaying the Licensed Trademarks that 
may be requested by Intel and are required to comply with the terms of this Agreement.

6.4	Acknowledgement of Rights.  Company acknowledges Intel's exclusive rights in the 
Intel(R) trademark and all goodwill associated therewith and acknowledges that any 
and all use of the Intel(R) trademark inures solely to the benefit of Intel.  Company 
shall not challenge Intel's exclusive ownership rights in and to the Intel(R) trademark, 
nor take action inconsistent with Intel's rights in the Intel(R) trademark. Company shall 
not adopt, use, apply to register and/or register as its own trademark(s) any word(s) or 
design(s) confusingly similar to or that dilute(s) the Intel(R) trademark. If at any time 
Company acquires any rights in, or registration(s) or application(s) for the Intel(R) 
trademark by operation of law or otherwise, Company will immediately and at no 
expense to Intel assign such rights, registrations, and/or applications to Intel, along with 
any and all associated goodwill.

6.5 	Enforcement.  In the event Company becomes aware of any unauthorized use of the 
Licensed Trademarks or Intel(R) trademark by a third party, Company shall promptly 
notify Intel in writing and shall cooperate fully, at Intel's expense, in any enforcement 
of Intel's rights against such third party.  The right to enforce Intel's rights in the 
Licensed Trademarks and the Intel(R) trademark rests entirely with Intel and shall be 
exercised in Intel's sole discretion. Company shall not commence any action or claim 
to enforce Intel's rights in the Licensed Trademarks or the Intel(R) trademark.

6.6	NO REPRESENTATIONS OR WARRANTIES. INTEL MAKES NO 
REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING THE 
LICENSED TRADEMARKS OR INTEL TRADEMARK, INCLUDING THE 
VALIDITY OF INTEL'S RIGHTS IN ANY COUNTRY, AND EXPRESSLY 
DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE 
IMPLIED BY APPLICABLE LAW.

7.	INDEMNITIES.

7.1	Company Indemnity. Company shall defend, indemnify, and hold Intel harmless 
against any and all actions, claims, lawsuits, or proceedings brought against Intel 
concerning: (a) Company's use of the Licensed Trademarks in violation of this 
Agreement (unless Intel in its sole discretion chooses to retain control over the defense 
and/or settlement of such claim); (b) Company's design, manufacture, advertising, 
marketing, promotion, distribution or sale of Compliant Products, and (c) Company's 
breach of any Company's warranty to the third party and/or for Company's negligence 
to the third party; brought by any third parties.  If any such claim is made, or if any 
such lawsuit or proceeding is commenced, Company, at Company's expense, shall 
defend against and pay any and all costs, expenses incurred (including reasonable 
attorneys' fees), all settlements and damages of any kind arising out of such claim, 
lawsuit or proceeding, whether or not the claim, lawsuit or proceeding is successful, 
provided that Intel:  (a) gives Company prompt written notice of such claim, lawsuit or 
proceeding and uses reasonable efforts to furnish Company with a copy of each 
communication, notice or other action relating thereto; and (b) reasonably cooperates 
with Company, at Company's expense, in the defense of such claim, lawsuit or 
proceeding.  Company shall not settle or agree to settle any such claim; lawsuit or 
proceeding without Intel's prior written consent.  Such consent shall not be 
unreasonably withheld, delayed or conditioned.  Intel shall not be responsible for any 
settlement made by Company without Intel's prior written consent.

7.2	Intel Indemnity. Intel agrees to defend and/or settle (in its sole discretion) any claim 
threatened against Company or brought in any suit or proceeding against Company 
based on any allegation that the Licensed Trademarks, as used by Company in 
accordance with this Agreement, infringes or violates the trademark rights of another, 
and Intel will pay all damages, costs and fees finally awarded against Company and 
exclusively attributable to any such claim, provided that (i) Company promptly notifies 
Intel in writing of any such claim, (ii) Intel solely controls and conducts the defense 
and/or settlement of the claim, (iii) Company fully and timely cooperates and provides 
all requested authority, information and assistance to Intel, at Intel's expense, and (iv) 
at Intel's instruction, Company immediately ceases use of the challenged Licensed 
Trademarks.  In the event of any claim or threatened claim against Intel or Company 
challenging the Licensed Trademarks, Intel reserves the right to terminate, immediately 
upon written notice, all or a part of this Agreement, and Company will take all steps 
necessary to immediately cease use of the Licensed Trademarks.  Intel will not be 
responsible for any damages, costs, or fees awarded to the extent such amounts reflect 
Company's continued use of the challenged Licensed Trademarks contrary to Intel's 
instructions to cease use thereof.  This indemnity shall not cover damages that 
Company could have avoided or mitigated through the exercise of reasonable efforts 
under the circumstances.

8. CONFIDENTIAL INFORMATION.

8.1 	The Parties intend to transfer and/or exchange Confidential Information as may be 
necessary to accomplish the purposes described in this Agreement.  The Confidential 
Information shall be deemed to be subject to the terms and conditions contained within 
the CNDA.

8.2 	Should a CNDA not exist between the Parties, the following confidentiality terms and 
conditions shall apply:

8.2.1 Confidential Information. The confidential, proprietary and trade secret information 
of the disclosing party ("Confidential Information") to be disclosed hereunder is (i) 
information in tangible form that bears a "confidential," "proprietary," "secret," or 
similar legend, and (ii) discussions relating to that information whether those 
discussions occur concurrent with or following disclosure of the information in tangible 
form.

8.2.2 The disclosing party shall make reasonable efforts to mark its confidential 
information in tangible form with any of the aforementioned legends prior to disclosure. 
However, the disclosing party's information in tangible form that does not bear any of 
these legends, and discussions relating to that information, shall nevertheless be protected 
hereunder as Confidential Information, if the receiving party knew, or should have 
reasonably known under the circumstances, that the information was confidential and had 
been communicated to it in confidence.

8.2.3 Obligations of Receiving Party.  The receiving party will maintain the 
confidentiality of the Confidential Information of the disclosing party with at least the 
same degree of care that it uses to protect its own confidential and proprietary 
information, but no less than a reasonable degree of care under the circumstances.   The 
receiving party will not disclose any of the disclosing party's Confidential Information to 
any employees or to any third parties except to the receiving party's employees, parent 
company and majority-owned subsidiaries who have a need to know and who agree to 
abide by nondisclosure terms at least as comprehensive as those set forth herein; provided 
that the receiving party will be liable for breach by any such entity. For the purposes of 
this Agreement, the term "employees" shall include independent contractors of each 
party. The receiving party will not make any copies of the Confidential Information 
received from the disclosing party except as necessary for its employees, parent company 
and majority-owned subsidiaries with a need to know.  Any copies which are made will 
be identified as belonging to the disclosing party and marked "confidential", 
"proprietary" or with a similar legend.

8.2.4. Termination of Obligation of Confidentiality.   The confidentiality obligations set 
forth in this Agreement shall bind the Parties for a period of five (5) years from the date 
of disclosure of Confidential Information, unless any of the exceptions set forth in 
Section 4 below occurs.

8.2.5.	Exceptions to the Obligation of Confidentiality.  The receiving party will 
not be liable for the disclosure of any Confidential Information which is:
(a) generally made available publicly or to third parties by the disclosing party without 
restriction on disclosure;
(b) rightfully received from a third party without any obligation of confidentiality;
(c) rightfully known to the receiving party without any limitation on disclosure prior to its 
receipt from the disclosing party;
(d) independently developed by employees of the receiving party; or
(e) required to be disclosed in accordance with applicable laws, regulations, court, 
judicial or other government order, provided that the receiving party shall give the 
disclosing party reasonable notice prior to such disclosure and shall comply with any 
applicable protective order.

8.2.6.	Title.  Title or the right to possess Confidential Information as between the 
parties will remain in the disclosing party.

8.2.7.	No Obligation of Disclosure. Neither party has any obligation to disclose 
Confidential Information to the other.  Either party may, at any time: (a) cease giving 
Confidential Information to the other party without any liability, and/or (b) request in 
writing  the return or  destruction of all or part of its Confidential Information previously 
disclosed, and all copies thereof, and the receiving party will promptly comply with such 
request, and certify in writing its compliance.

8.2.8.	General.
(a) Both parties understand and acknowledge that no license under any patents, 
copyrights, trademarks, or maskworks is granted to or conferred upon either party by the 
disclosure of any Confidential Information by one party to the other party as 
contemplated hereunder, either expressly, by implication, inducement, estoppel or 
otherwise, and that any license under such intellectual property rights must be express 
and in writing.
(b) The disclosing party disclaims all warranties regarding all Confidential Information 
disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility 
of such Confidential Information.

9.	TERM AND TERMINATION

9.1	Term.  The term of this Agreement shall commence upon the Effective Date and 
extend thereafter for a period of three (3) years, unless terminated earlier.

9.2	Termination.  Either Party may terminate this Agreement with or without cause, at any 
time, upon sixty (60) days advance written notice.  This Agreement may be terminated 
with immediate effect by either Party for cause, if the other Party fails to comply with 
any material term or condition of this Agreement, provided that the non-defaulting 
party has given the defaulting party written notice of such default and the defaulting 
Party has not remedied the default within thirty (30) days of receipt of such written 
notice.

9.3	Return of Information.  Upon termination or expiration of this Agreement, each Party 
shall immediately return (or with the disclosing Party's agreement, destroy) all tangible 
Confidential Information of the other Party in its or its employee's possession, 
ownership or control.  In the event such Confidential Information or any copy thereof 
has been previously destroyed, the receiving Party shall certify in writing to the 
disclosing Party that such copy or Confidential Information belonging to the disclosing 
Party has been previously destroyed by the receiving Party.

9.4	Effect of Termination. Upon any termination or expiration of this Agreement, 
Company shall immediately cease any and all use of the Licensed Trademarks.

9.5	Survival.  The provisions of sections 1, 4.5, 5.1, 5.2, 6.6, 7, 8, 9.3, 9.5, 10 and 11 shall 
survive any termination or expiration of this Agreement.

10.	LIMITATION OF LIABILITY AND WARRANY DISCLAIMERS

10. 1 SPECIFICATION TESTING.  Intel has tested the Specification in Intel facilities and 
the Specification has performed in accordance with the details described in the 
Documentation.  Company agrees and acknowledges that the testing and performance 
of the Specification are determined with the specific computer systems, components, 
and data described in the Documentation.  Any difference in system hardware, 
software, firmware, data, use, load, or peripherals design or configuration may affect 
actual performance and functionality of the Specification.  Company agrees and 
acknowledges that changes in the foregoing components, configurations, and other 
factors may cause performance degradation or loss of functionality and that Company 
is responsible for its specific implementation and configuration of its Compliant 
Products. Company agrees and acknowledges that its results obtained through use of 
the Documentation to implement the Specification may vary significantly from the 
results described in the Documentation. Company agrees and acknowledges that the 
certification of a Compliant Product is performed with the aid of the Cluster Checker 
which searches for particular components and data as described in the Documentation. 
The Cluster Checker may not identify all matters, data and information that could 
potentially affect performance, compatibility or stability of the Compliant Product 
("Additional factors"). Company agrees and acknowledges that Additional Factors may 
cause performance degradation or loss of functionality, compatibility or stability and 
that Company is responsible for its specific configuration of its Compliant Products.

10.2	DISCLAIMER OF WARRANTIES.

10.2.1	ALL INFORMATION, DOCUMENTATION, MATERIALS, SERVICES 
AND LICENSES ARE PROVIDED "AS IS."  NEITHER INTEL NOR ITS 
SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE 
DOCUMENTATION, MATERIALS, SERVICES, OR INTELLECTUAL PROPERTY 
RIGHTS PROVIDED HEREUNDER, EITHER EXPRESS, IMPLIED, STATUTORY 
OR OTHERWISE INCLUDING ANY WARRANTIES OF MERCHANTABILITY, 
FUNCTIONALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  INTEL AND 
ITS SUPPLIERS MAKE NO WARRANTIES THAT ANY PRODUCTS 
DEVELOPED IN ACCORDANCE WITH THE DOCUMENTATION WILL 
PERFORM IN THE INTENDED MANNER.
 
10.2.2	COMPANY AGREES AND ACKNOWLEDGES THAT INTEL IS NOT 
SUPPLYING ANY HARDWARE OR SOFTWARE TO COMPANY UNDER THIS 
AGREEMENT.  EXCEPT FOR INTEL'S SPECIFIC PRODUCT WARRANTIES 
INCLUDED IN THE SALES OR LICENSE AGREEMENTS FOR ANY INTEL 
COMPONENTS INCLUDED IN THE DOCUMENTATION, INTEL MAKES NO 
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY HARDWARE 
OR SOFTWARE PRODUCT DESCRIBED IN THE DOCUMENTATION NOR ANY 
REPRESENTATIONS OR WARRANTIES REGARDING THE OPERATION OR 
PERFORMANCE OF THE DOCUMENTATION.

10.2.3	INTEL MAKES NO WARRANTY, EXPRESS, IMPLIED, 
STATUTORY OR OTHERWISE, THAT THE USE OF ANY MATERIALS OR 
INFORMATION PROVIDED HEREUNDER WILL NOT INFRINGE ON THE 
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.  It is Company's 
responsibility to seek and obtain any necessary licenses to third party intellectual 
property rights for all components of the Documentation.

10.2.4	Third Party Product Warranty Disclaimer. Warranty for and support 
for the products based on, mentioned in, or developed in accordance with the 
Documentation are provided by the manufacturer or supplier of the product and not by 
Intel.  Intel does not make representations or warranties of any kind regarding the 
products including, but not limited to, any warranties of performance or non-
infringement.

10.3	LIMITATION OF LIABILITY.  IN NO EVENT SHALL EITHER PARTY 
HAVE ANY LIABILITY TO THE OTHER PARTY, END USERS OR ANY OTHER 
THIRD PARTY, FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF 
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR 
CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER 
ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND WHETHER OR 
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT 
APPLY TO ANY BREACH BY THE PARTIES OF THEIR CONFIDENTIALITY 
OBLIGATIONS UNDER THIS AGREEMENT OR TO THE PARTIES' 
INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. THESE 
LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE 
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL 
EITHER PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT EXCEED A 
TOTAL OF FIVE THOUSAND US DOLLARS, PROVIDED, HOWEVER, THAT 
THIS CAP ON LIABILITY SHALL NOT APPLY TO ANY BREACH BY THE 
PARTIES OF THEIR CONFIDENTIALITY OBLIGATIONS UNDER THIS 
AGREEMENT NOR TO THE PARTIES' INDEMNITY OBLIGATIONS UNDER 
THIS AGREEMENT.

11.	GENERAL PROVISIONS

11.1	Governing Law.  This Agreement and matters connected with the performance 
thereof shall be construed, interpreted, applied and governed in all respects in 
accordance with the laws of the United States of America, and of the State of 
Delaware, without reference to its conflict of laws principles.  The parties further 
acknowledge and agree that any non-contractual cause of action that either party may 
assert, including but not limited to trademark infringement, trademark dilution, 
passing off, false designation of origin, unfair competition and other non-contractual 
causes of action, will be governed by U.S. federal law and the law of the State of 
California. Any dispute arising out of this Agreement shall be brought in, and the 
parties consent to personal and exclusive jurisdiction of and venue in, the state and 
federal courts within Santa Clara County, California.

11.2	Dispute Resolution.  The Parties agree to negotiate in good faith to resolve any 
dispute between them regarding this Agreement.  If the negotiations do not resolve 
the dispute to the reasonable satisfaction of both parties, then each Party shall 
nominate one senior officer of the rank of Vice President, Division General Manager 
or higher as its representative.  These representatives shall, within thirty (30) days of 
a written request by either Party to call such a meeting, meet and shall attempt in 
good faith to resolve the dispute. If the disputes cannot be resolved by such senior 
officers in such meeting, the Parties agree that they shall, if requested in writing by 
either Party, meet within thirty (30) days after such written notification for one day with 
an impartial mediator and consider dispute resolution alternatives other than litigation.  
If an alternative method of dispute resolution is not agreed upon within thirty (30) days 
after the one day mediation, either Party may begin litigation proceedings. This 
procedure shall be a required prerequisite before taking any additional action 
hereunder.  However, if either Party in its sole discretion believes that the other Party 
has communicated or is about to communicate Confidential Information to a third 
party in breach of this Agreement, it may seek immediate injunctive relief, including, 
but not limited to, a temporary restraining order, to stop the dissemination of such 
information without breach of this provision.

11.3	No Assignment.  Except for an assignment by Intel to one of its directly or indirectly, 
wholly owned subsidiaries, this Agreement and any right or obligation hereunder is 
not assignable, whether in conjunction with a change in ownership, merger, 
acquisition, the sale or transfer of all, or substantially all or any part of a Party's 
business or assets or otherwise, either voluntarily, by operation of law, or otherwise, 
without the prior written consent of the other Party. Any such purported assignment 
or transfer shall be deemed a breach of this Agreement and shall be null and void.

11.4	Export Controls. Neither Party shall export, either directly or indirectly, any 
product, service or technical data or system (collectively "Items") incorporating such 
Items without first obtaining any required license or other approval from the U. S. 
Department of Commerce or any other agency or department of the United States 
Government.  In the event any product is exported from the United States or re-
exported from a foreign destination by either Party, that Party shall ensure that the 
distribution and export/re-export or import of the product is in compliance with all 
laws, regulations, orders, or other restrictions of the U.S. Export Administration 
Regulations and the appropriate foreign government.  Both parties agree that neither 
it nor any of its subsidiaries will export/re-export any technical data, process, product, 
or service, directly or indirectly, to any country for which the United States 
government or any agency thereof or the foreign government from where it is 
shipping requires an export license, or other governmental approval, without first 
obtaining such license or approval.

11.5	Bankruptcy.  If either Party files a petition in Bankruptcy Court, is adjudicated as 
bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or has 
a receiver appointed for its business (or is subject to substantially similar proceedings 
in a country which has jurisdiction over Company), the other Party may at its option, 
by written notice, immediately terminate this Agreement.

11.6	Notice.  All notices required or permitted to be given hereunder shall be in writing 
and shall be delivered by hand, or if dispatched by prepaid air courier or by registered 
or certified airmail, postage prepaid, addressed as follows:

If to Company:

At Company’s address provided in the registration procedure

With a copy to:

General Counsel
At Company’s address provided in the registration procedure

If to Intel:

Post Contract Management, JF3-149
Intel Corporation
2111 NE 25th Street
Hillsboro, Oregon 97124

With a copy to:

General Counsel
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95052
USA

Such notices shall be deemed to have been served when received by addressee or, if 
delivery is not accomplished by reason of some fault of the addressee, when tendered 
for delivery.  Either Party may give written notice of a change of address and, after 
notice of such change has been received, any notice or request shall thereafter be 
given to such Party as above provided at such changed address.

11.7	Entire Agreement.  This Agreement embodies the entire understanding of the Parties 
with respect to the subject matter hereof, and shall merges all prior discussions 
between them, and neither of the parties shall be bound by any conditions, definitions, 
warranties, understandings, or representations with respect to the subject matter 
hereof other than as expressly provided herein. No oral explanation or oral 
information by either Party hereto shall alter the meaning or interpretation of this 
Agreement. No amendments or modifications shall be effective unless in writing and 
signed by authorized representatives of both Parties.

11.8 Waiver. Failure by either Party to enforce any term of this Agreement shall not be 
deemed a waiver of future enforcement of that or any other term in this Agreement or 
any other agreement that may be in place between the parties.

11.9 Compliance with Laws. Anything contained in this Agreement to the contrary 
notwithstanding, the obligations of the parties hereto shall be subject to all laws, 
present and future, of any government having jurisdiction over the Parties hereto, and 
to orders, regulations, directions or requests of any such government.

11.10   Partial Invalidity.  If any paragraph, provision, or clause in this Agreement shall 
be found or be held to be invalid or unenforceable in any jurisdiction in which this 
Agreement is being performed, the remainder of this Agreement shall be valid and 
enforceable and the parties shall use their best efforts to negotiate a substitute, valid 
and enforceable provision which most nearly effects the Parties' intent in entering 
into this Agreement.

11.11	Attorneys' Fees. In the event any legal action, arbitration or other proceeding is 
brought to enforce this Agreement, the prevailing or successful Party shall be 
entitled to recover reasonable attorneys' fees as well as other costs incurred in that 
action, arbitration, or proceeding in addition to any compensation to which it may 
be entitled as a result.

11.12  Counterparts.  This Agreement may be executed in two (2) or more counterparts, 
all of which, taken together, shall be regarded as one and the same instrument.

11.13	Section Headings.  The section headings contained in this Agreement are for 
reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.

11.14 	Relationship of Parties. The Parties hereto are independent contractors. Neither 
Party has any express or implied right or authority to assume or create any 
obligations on behalf of the other or to bind the other to any contract, agreement or 
undertaking with any third party. Nothing in this Agreement shall be construed to 
create a partnership, joint venture, employment or agency relationship between the 
Parties.

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