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information and shall not disclose, disseminate or
distribute such materials to any third party without MS’
prior written permission. COMPANY shall treat the terms
and conditions of this Agreement as confidential;
however, COMPANY may disclose such information in
confidence to its immediate legal and financial
consultants as required in the ordinary course of
COMPANY’s business. COMPANY’S obligation under this
Section 13 shall extend to the earlier of such time as
the information protected hereby is in the public domain
through no fault of COMPANY or ten (10) years following
termination or expiration of this Agreement.
* * * * * * *
16. CONTROLLING LAW; NO FRANCHISE
(a) This Agreement shall be construed and
controlled by the laws of the State of Washington, and
COMPANY consents to jurisdiction and venue in the state
and federal courts sitting in the State of Washington. *
* *
* * * * * * *
18. GENERAL
* * * * * * *
(f) The Section headings used in this Agreement and
the attached Exhibits are intended for convenience only
and shall not be deemed to supersede or modify any
provisions.
The OEM agreements granted the licensee the right to modify,
reproduce, and distribute the licensed software (and derivative
work) on or with the foreign OEM’s hardware systems specified in
each agreement. The royalties at issue were paid as consideration
pursuant to these agreements, which computed the royalty on a “per
copy” or “per system” basis. The foreign OEM’s paid a royalty for
each copy of the copyrighted work duplicated and distributed in the
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