Microsoft Corporation - Page 13




                                       - 13 -                                         
              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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Last modified: May 25, 2011