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EXHIBIT 10.40
LICENSE AGREEMENT BETWEEN
DIGITAL EQUIPMENT CORPORATION
and
MOSAIC INFORMATION TECHNOLOGIES
for
VIDEO CONFERENCING TECHNOLOGY
AGREEMENT #: QR-CLDD2-22
EFFECTIVE DATE: June 13, 1996
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TABLE OF CONTENTS
INTRODUCTION
ARTICLE 1: DEFINITIONS
ARTICLE 2: TITLE AND LICENSE GRANTS
ARTICLE 3: CONFIDENTIALITY
ARTICLE 4: TECHNICAL ASSISTANCE
ARTICLE 5: LICENSE FEE PAYMENT
ARTICLE 6: WARRANTIES AND LIMITATION OF LIABILITY
ARTICLE 7: INDEMNITY
ARTICLE 8: TERM AND TERMINATION
ARTICLE 9: PUBLICITY
ARTICLE 10: GENERAL
APPENDIX A: DESCRIPTION OF LICENSED TECHNOLOGY
APPENDIX B: DESCRIPTION OF MOSAIC PRODUCT(S)
APPENDIX C: LEGAL REQUIREMENTS FOR END USER AGREEMENTS
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License Agreement
between
DIGITAL EQUIPMENT CORPORATION
and
MOSAIC INFORMATION TECHNOLOGIES
This Agreement, dated June 13, 1996 (the "Effective Date") is entered into by
and between Digital Equipment Corporation, a Massachusetts corporation with
principal offices at 111 Powdermill Road, Maynard, Massachusetts, 01754
("DIGITAL"), and Mosaic Information Technologies, with principal offices at 645
Fifth Avenue, 17th Floor, New York, NY 10022 ("MOSAIC").
WHEREAS, DIGITAL has developed a proprietary video conferencing technology, and
is prepared to grant a license to such technology;
WHEREAS, MOSAIC desires to obtain from DIGITAL a license to develop products
incorporating such technology or derivatives thereof.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, DIGITAL and MOSAIC agree as follows:
ARTICLE 1 - DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set
forth below:
1.01 DIGITAL'S INTELLECTUAL PROPERTY RIGHTS shall mean DIGITAL's rights in
its Spinblaster board design and DECSpin software including:
1.01.01 All rights, title interests in all Letters Patent, including
any re-issue, division, continuation or continuation-in-part
applications throughout the world now or hereafter filed;
1.01.02 All rights, title and interests in all trade secrets, and all
trade secret rights arising under this common law, state law,
federal law and laws of foreign countries;
1.01.03 All rights, title and interests in all mask work rights, all
copyrights and all other literary property and author rights,
whether or not copyrightable, throughout the world; and,
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1.01.04 All rights, title and interests in all know-how and show-how
whether or not protected by patent, copyright or trade
secret.
1.02 DECSpin SOFTWARE shall mean the computer program defined in Appendix A.
1.03 OBJECT FILES shall mean the object code version of the DECSpin SOFTWARE.
1.04 SOURCE FILES shall mean the source code version of the DECSpin SOFTWARE.
1.05 SPECIFICATION shall mean the specification of the DECSpin SOFTWARE
defined in Appendix A.
1.06 SPINBLASTER BOARD DESIGN shall mean the DIGITAL design (DIGITAL drawing
number AV320), all other existing drawings, specifications, circuit
schematics, logic diagrams, parts lists and process outlines relating
thereto and all board products, such as a PCMCIA board, derived
therefrom.
1.07 LICENSED TECHNOLOGY shall mean the DECSpin SOFTWARE, any derivations
thereof, SPECIFICATION, and SPINBLASTER BOARD DESIGN, taken in whole or
in part.
1.08 SOFTWARE shall mean all software and documentation developed by MOSAIC
that incorporates information or any code copied or derived from the
LICENSED TECHNOLOGY.
1.09 HARDWARE shall mean all hardware products developed by MOSAIC that
incorporate any SPINBLASTER BOARD DESIGN technology.
1.10 MOSAIC PRODUCT(S) shall mean video conferencing products developed by
MOSAIC incorporating, in whole or in part, SOFTWARE in executable form
only and/or HARDWARE, including but not limited to the products
specifically identified in APPENDIX B.
1.11 END USER AGREEMENT shall mean an agreement between MOSAIC and an end
user, which shall incorporate all of the requirements listed in Appendix
C. An end user is a third party authorized by MOSAIC to use MOSAIC
PRODUCTS for its internal business, with no right to further distribute
MOSAIC products.
1.12 MOSAIC INTELLECTUAL PROPERTY RIGHTS shall mean MOSAIC's rights in
SOFTWARE and HARDWARE, including:
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1.12.01 All rights, title interests in all Letters Patent, including
any re-issue, division continuation or continuation-in-part
applications throughout the world now or hereafter filed;
1.12.02 All rights, title and interests in all trade secrets, and all
trade secret rights arising under this common law, state law,
federal law and laws of foreign countries;
1.12.03 All rights, title and interests in all mask work rights, all
copyrights and all other literary property and author rights,
whether or not copyrightable, throughout the world; and,
1.12.04 All rights, title and interests in all know-how and show-how
whether or not protected by patent, copyright or trade
secret.
ARTICLE 2 - TITLE AND LICENSE GRANTS
2.01 Subject to the license granted to MOSAIC as expressly set forth in this
Article 2, DIGITAL owns and shall retain all rights, title and interests
in DIGITAL's INTELLECTUAL PROPERTY RIGHTS, and the LICENSED TECHNOLOGY.
2.02 Subject to the payment of the fees set forth in Article 5, DIGITAL
grants to MOSAIC a non-exclusive, non-transferable, license under
DIGITAL's INTELLECTUAL PROPERTY RIGHTS, to:
2.02.01 modify SOURCE FILES for the sole purpose of developing
SOFTWARE for use on or with MOSAIC PRODUCT(S);
2.02.02 merge the modified or unmodified SOURCE FILES into other
software for the sole purpose of developing SOFTWARE for use
on or with MOSAIC PRODUCTS.
2.02.03 use and copy the OBJECT FILES for the sole purpose of
developing SOFTWARE for use on or with MOSAIC PRODUCT(S);
2.02.04 copy SOFTWARE in executable code form only, solely to
manufacture MOSAIC PRODUCT(S);
2.02.05 copy into MOSAIC's end user documentation only those parts of
SPECIFICATION that are necessary for the end user to
effectively
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use MOSAIC PRODUCTS and to distribute such user
documentation.
2.03 Subject to the payment of the fees set forth in Article 5, DIGITAL
grants to MOSAIC an exclusive, non-transferable license under DIGITAL'S
copyright, trade secret and know-how rights only to:
2.03.01 use, adapt and modify SPINBLASTER BOARD DESIGN for the sole
purpose of developing HARDWARE for use with MOSAIC PRODUCTS.
2.03.02 manufacture, directly or through contractors, HARDWARE solely
for use with MOSAIC PRODUCTS worldwide;
2.03.03 sell, rent, and/or lease HARDWARE solely for use with MOSAIC
PRODUCTS worldwide.
The license granted in this Article 2.03 of this License Agreement is
subject to a reserved nonexclusive license in DIGITAL to use SPINBLASTER
BOARD DESIGN for DIGITAL's own internal use.
2.04 Subject to the payment of the fees set forth in Article 5, DIGITAL
grants to MOSAIC a non-exclusive, non-transferable, license under
DIGITAL's patent rights to:
2.4.01 use, SPINBLASTER BOARD DESIGN for the sole purpose of
developing HARDWARE;
2.4.02 make, directly or through contractors, HARDWARE worldwide;
2.4.03 sell, HARDWARE worldwide.
2.05 Subject to the payment of the fees set forth in Article 5, DIGITAL
grants to MOSAIC a non-exclusive, non-transferable, license under
DIGITAL's INTELLECTUAL PROPERTY RIGHTS only to:
2.05.01 distribute MOSAIC PRODUCT(S) worldwide directly to end users;
2.05.02 distribute MOSAIC PRODUCT(S) worldwide indirectly through
distributors, provided each of such distributors has entered
into a Distribution Agreement with MOSAIC.
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2.06 MOSAIC grants DIGITAL a non-exclusive, worldwide, royalty free license,
under all MOSAIC's INTELLECTUAL PROPERTY RIGHTS to make, have made, and
use for DIGITAL's own internal use all improvements, modifications and
enhancements of SOFTWARE and all products derived from the SOFTWARE.
MOSAIC shall provide to DIGITAL, on a mutually agreed upon medium, all
improvements, modifications and enhancements of SOFTWARE within fifteen
(15) days after the time such improvements, modifications and
enhancements are incorporated into MOSAIC PRODUCT(S) or are otherwise
available for transfer to DIGITAL.
2.07 Mosaic shall notify DIGITAL of every new MOSAIC PRODUCTS at least thirty
(30) days prior to first customer shipment, so it can be added to
Exhibit B.
ARTICLE 3 - CONFIDENTIALITY
3.01 MOSAIC agrees to maintain the LICENSED TECHNOLOGY confidential and not
to disclose the LICENSED TECHNOLOGY to any third party, except as
provided herein, without the prior written consent of DIGITAL, nor use
the LICENSED TECHNOLOGY for any purposes other than as authorized
herein.
3.02 MOSAIC shall not be obligated to maintain confidential that part of the
LICENSED TECHNOLOGY which:
3.02.01 is or becomes known to the public, other than by breach of an
agreement;
3.02.02 is communicated by DIGITAL to a third party free of any
obligation of confidence;
3.02.03 is information which MOSAIC can demonstrate was developed by
it independently; or
3.02.04 is information that was in MOSAIC's possession without
confidentiality restriction prior to disclosure by DIGITAL.
3.03 MOSAIC shall provide access to LICENSED TECHNOLOGY to its employees or
contractors only on a need-to-know basis in order to exercise its
license hereunder, and shall require such employees or contractors to
comply with the confidentiality provisions of this Article.
3.04 MOSAIC shall keep clear and accurate records with respect to the type,
serial number and location of each designated computer on which a
complete or
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partial copy of the SOURCE FILES are installed and shall make such
records available to DIGITAL upon request.
3.05 MOSAIC shall only make ten (10) archival copies of the LICENSED
TECHNOLOGY without the written authorization of DIGITAL.
3.06 Except as provided herein or as permitted by the terms of Agreement
between the parties, MOSAIC may not otherwise copy, duplicate, or
reproduce the LICENSED TECHNOLOGY, or permit others to copy, duplicate
or reproduce the LICENSED TECHNOLOGY.
ARTICLE 4 - TECHNICAL ASSISTANCE
4.01 DIGITAL will provide MOSAIC free of charge a total of ten (10) days of
training to MOSAIC personnel on the processes for building DECSpin
software and for manufacturing the SPINBLASTER BOARD DESIGN. Such ten
(10) days' training will be allocated between the DECSpin software and
the SPINBLASTER BOARD DESIGN in accordance with MOSAIC's desire. All
ten (10) days' training will be conducted at DIGITAL's Marlboro facility
and all expenses for MOSAIC personnel will be borne by MOSAIC. MOSAIC
must complete this training by June 30, 1996, or its rights to such
training will be forfeited.
4.02 Upon MOSAIC's written request to DIGITAL for additional technical
assistance, DIGITAL may, in its sole discretion, provide MOSAIC the
requested technical assistance at DIGITAL's commercial rates then in
effect under a separate agreement.
ARTICLE 5 - LICENSE FEE PAYMENT
5.01 In consideration of the rights granted to MOSAIC under this Agreement,
MOSAIC agrees to pay DIGITAL a non-refundable license fee of which fees
shall be paid as follows:
(a) a non-refundable payment of six hundred twenty-five thousand
U.S. dollars on the Effective Date of this License Agreement
(U.S.$625,000.00);
(b) every ninety (90) days thereafter, a guaranteed,
non-refundable, minimum payment of three hundred twenty-five
thousand U.S. dollars (U.S.$325,000.00) until a total of
eight such quarterly payments have been made;
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(c) ninety (90) days after the eighth quarterly payment is made,
a single guaranteed, non-refundable, minimum payment of two
hundred and seventy-five thousand U.S. dollars
(U.S.$275,000.00);
(d) thereafter, the license granted to MOSAIC herein shall be
fully paid.
5.02 All license fee payments shall be mailed by MOSAIC to:
U.S. Cash Applications
Digital Equipment Corporation
Digital Drive, MKO1-1/E25
Merrimack, NH 03054
ATTN.: A/R Accounting Manager
with copies of the payments sent to DIGITAL's contact person at the
address identified in Article 10.04.
5.03 All payments due hereunder shall be made in the United States dollars
and without deduction for taxes, assessments, or other charges of any
kind including withholding taxes attributable to either party which may
be imposed on either party by any government in any country.
5.04 MOSAIC shall pay interest to DIGITAL from the payment due date to the
actual date of payment upon any and all amounts of payments that are
overdue, at the rate of one percent (1%) over the prime interest rate of
the Bank of Boston, Boston, Massachusetts in effect on the due date.
ARTICLE 6 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
6.01 Nothing contained in this Agreement shall be construed as a warranty or
representation by DIGITAL as to:
(i) the validity or scope of DIGITAL'S INTELLECTUAL PROPERTY
RIGHTS;
(ii) the quality or accuracy of the LICENSED TECHNOLOGY;
(iii) the usefulness of the LICENSED TECHNOLOGY;
(iv) a requirement that DIGITAL shall file any patent
application, secure any patent, or maintain any patent in
force;
(v) an obligation to bring or prosecute actions or suits
against third parties for infringement;
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(vi) a grant by implication, estoppel, or otherwise, of any of
DIGITAL'S INTELLECTUAL PROPERTY RIGHTS beyond those
covered by the LICENSED TECHNOLOGY; and,
(vii) a grant by implication, estoppel, or otherwise, of the
right to sublicense the LICENSED TECHNOLOGY and all
products derived from LICENSED TECHNOLOGY.
6.02 The LICENSED TECHNOLOGY is provided by DIGITAL on an "AS IS" basis and
without warranty or representation of the quality, characteristics or
functionality of the LICENSED TECHNOLOGY including but not limited to
whether it is error-free or will operate in accordance with the
performance requirements of MOSAIC or any of its licensees or
transferees. The Licensed Technology is the same technology as Digital
has offered or has planned to offer commercially. DIGITAL HEREBY
DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.03 DIGITAL makes no warranty or representation that any making, using,
licensing or other disposition of MOSAIC PRODUCT(S) by MOSAIC will be
free from infringement of any intellectual property rights owned by any
third party, and DIGITAL shall have no obligation to defend, indemnify,
or hold harmless MOSAIC from any suit, action or claim alleging
infringement of any third party's property rights. DIGITAL represents
that it is not aware of any claim of intellectual property infringement
against the LICENSED TECHNOLOGY.
6.04 In no event shall DIGITAL be liable to MOSAIC or its distributors or end
users for any lost data, lost profits, incidental, consequential,
special, or indirect damages arising from the use of the LICENSED
TECHNOLOGY. DIGITAL's total liability arising out of the licensing of
the LICENSED TECHNOLOGY for breach of this Agreement or for any other
claim shall not exceed in total the amount of payments paid by MOSAIC
under this Agreement. This limitation of liability shall apply
regardless of the form of action, whether in contract or tort. Any
action against DIGITAL must be brought within eighteen (18) months after
such cause of action arises, or MOSAIC first becomes aware of such cause
of action.
6.05 MOSAIC shall not be liable to DIGITAL for any breach of the terms of any
END USER AGREEMENT unless MOSAIC has willfully or negligently
contributed to, or cooperated in the breach.
6.06 MOSAIC shall fully cooperate with DIGITAL in any action DIGITAL may
bring or defend involving any third party alleged to have breached the
terms
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of an END USER AGREEMENT or Distribution Agreement, or alleged to have
infringed upon DIGITAL's rights in the LICENSED TECHNOLOGY.
ARTICLE 7 - INDEMNITY
7.01 MOSAIC will hold DIGITAL harmless against all liabilities, demands,
damages, expenses or losses arising (i) out of use by MOSAIC or its
distributors of LICENSED TECHNOLOGY or information furnished under this
agreement or (ii) out of any use, license, or other disposition by
MOSAIC or its distributors of MOSAIC PRODUCT(S).
ARTICLE 8 - TERM AND TERMINATION
8.01 The term of this Agreement shall commence on the Effective Date and
continue thereafter unless sooner terminated in accordance with this
Article.
8.02 This Agreement may be terminated by the non-defaulting party only upon
the other party's default and by sending a Notice of Termination in
accordance with Article 11. Any of the following constitutes a default:
8.02.01 A party defaults in the performance or observation of any
material provision or material condition on its part to be
performed or observed, including a failure to make any
payment due hereunder, and if such defaulting party fails to
cure the default within thirty (30) days after receipt of
written notice of the default from the other party;
8.02.02 A party files a voluntary petition in bankruptcy or is
adjudicated a bankrupt or insolvent or files any petition or
answer seeking any arrangement, composition, liquidation or
dissolution under any present or future federal, state or
other statute, law or regulation relating to bankruptcy,
insolvency or other relief for debtors, or seeks or consents
or acquiesces in the appointment of any trustee, receiver, or
liquidator of all or any substantial part of its properties,
or makes any general assignment for the benefit of creditors,
or admits in writing its inability to pay its debts generally
as they become due;
8.02.03 A court enters an order, judgment, or decree approving a
petition filed against either party seeking any arrangement,
composition, liquidation, dissolution or similar relief under
any present or future federal, state or other statute, law,
or regulation relating to bankruptcy, insolvency, or other
relief for debtors, and such
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order, judgment or decree remains unvacated or unstayed for
an aggregate of thirty (30) days; or,
8.03 The termination rights provided herein shall be in addition to and not
in substitution for any right to damages or injunctive relief that may
be available to or exercisable by the party terminating or having the
right to terminate this Agreement, nor shall such termination rights
relieve either party from liability or damage to the other party for
breach of this Agreement.
8.04 Upon termination of this Agreement by DIGITAL, MOSAIC shall immediately
cease to use LICENSED TECHNOLOGY, HARDWARE, and SOFTWARE and shall at
DIGITAL's option, (a) either return to DIGITAL within sixty (60) days of
termination all drawings, specifications, other documents, software,
updates and improvements provided hereunder and all complete and partial
copies and derivations thereof, in its possession or, (b) certify the
destruction of all of such materials.
8.05 Upon expiration of this Agreement or upon termination by MOSAIC, MOSAIC
may retain the documents and software required by MOSAIC to maintain and
repair the MOSAIC PRODUCT(S) that have been marketed to third parties,
but only for this purpose. MOSAIC shall at DIGITAL's option return to
DIGITAL all other documents and software not required for maintenance
and repair within sixty (60) days after such expiration or termination,
or certify the destruction of such material.
8.06 Termination or expiration of this Agreement shall not affect licenses to
use MOSAIC PRODUCT(S) granted by MOSAIC under this Agreement in good
faith and for consideration prior to receiving or giving Notice of
Termination.
8.07 Upon expiration or termination of this Agreement, DIGITAL may request
and MOSAIC shall promptly provide a certificate in writing that it has
not provided the MOSAIC PRODUCT(S) to any third party except in
accordance with this Agreement.
ARTICLE 9 - PUBLICITY
9.01 The existence of this Agreement is not considered to be confidential.
However, the terms of this Agreement are considered to be the
confidential information of the parties. Except as expressly provided
in this Agreement, a party shall not disclose the terms of this
Agreement (including its Appendices), or use or refer to this Agreement
or any provision of or rights granted under this Agreement in any
publicity, advertising, or promotional activity, without
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the written approval of the other party, except as may be required by
law, or regulation, or by the order of any governmental or judicial
authority.
ARTICLE 10 - GENERAL
10.01 Neither this Agreement nor any rights or benefits accruing hereunder
shall be assigned, in whole or in part, by either party and no duty or
obligation arising hereunder shall be delegated without the written
consent of the other, and any such purported assignment or delegation
shall be null and void, provided, however, that neither party shall
unreasonably withhold its consent to such assignment or delegation by
the other.
10.02 Nothing in this Agreement shall be construed as making either party the
agent of the other.
10.03 The failure of either party to give notice to the other party of the
breach or non-fulfillment of any term, clause, provision or condition of
this Agreement shall not constitute a waiver thereof, nor shall the
waiver of any breach or non-fulfillment of any term, clause, provision
or condition of this Agreement constitute a waiver of any other breach
or non-fulfillment of that or any other term, clause, provision or
condition of this Agreement.
10.04 Notice to a party hereto shall be in writing and deemed to have been
sufficiently given or served for all purposes hereof if personally
delivered or mailed by first class certified or registered mail,
returned receipt requested, postage prepaid, or commercial overnight
delivery service, at the respective addresses set forth below, or at
such other address as the party to whom such notice is directed may
designate from time to time by like notice in writing to the other party
hereto. A notice shall be deemed to have been given on the date on
which it was received. Notices shall be directed to DIGITAL at:
Director
Corporate Licensing Office
Digital Equipment Corporation
111 Powdermill Road, MSO2-3/H25
Maynard, MA 01754
USA
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Notices shall be directed to MOSAIC at:
President
Mosaic Information Technologies, Inc.
645 Fifth Avenue, 17th Floor
New York, New York 10022
10.05 If any provision of this Agreement is held invalid by any law, rule,
order, or by the final determination of any State or Federal court, it
shall not affect any provisions of this Agreement which can be given
effect without such invalid provision and to this extent the parties
agree that the provisions of this Agreement are and shall be severable.
10.06 MOSAIC recognizes that the transfer of the HARDWARE, SOFTWARE, or MOSAIC
PRODUCT(S) from one country to another if authorized under Article 2,
may be subject to the approval of the government of the United States of
America and/or other countries that MOSAIC might operate in, or various
agencies thereof, and international control organizations in which such
governments participate. MOSAIC shall obtain all such approvals as are
required by such governments or bodies before any such transfer of the
LICENSED TECHNOLOGY is effected.
10.07 MOSAIC shall only distribute MOSAIC PRODUCT(S) and related materials
with proper inclusion of any copyright and proprietary notices, legends,
and markings. Related materials and applicable initialization and
configuration screens of the MOSAIC PRODUCT(S) software component shall
also include such notices, legends and markings. With respect to any
document or software containing a copyright notice and/or a
confidential, proprietary, restricted, or similar legend, provided by
DIGITAL under this agreement, MOSAIC shall agree to include or shall
have its distributors include the copyright notice and/or such legend on
all authorized reproductions it makes of such document or software in
the same manner and location that such notice and/or legend appears in
the document or software provided.
10.08 This Agreement is governed by the laws of the Commonwealth of
Massachusetts, United States of America.
10.09 This Agreement sets forth the entire agreement and understanding between
he parties as to the subject matter hereof and merges all prior
discussions and agreement between them, and neither of the parties shall
be bound by any conditions, definitions, warranties, understandings or
representations with respect to such subject matter other than as
expressly provided herein. This Agreement may not be modified, amended,
or supplemented except by a
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document executed by a proper and duly authorized officer or
representative of the party to be bound thereby.
IN WITNESS WHEREOF, the parties hereto have as of the Effective Date first
written above caused this Agreement, which includes Appendices to be signed in
duplicate by their duly authorized representatives.
DIGITAL EQUIPMENT CORPORATION MOSAIC INFORMATION TECHNOLOGIES
/s/ Patricia C. Faye /s/ Robert Bolder
---------------------------------- ----------------------------------
Signed Signed
PATRICIA C. FAYE ROBERT BOLDER
---------------------------------- ----------------------------------
Printed Printed
VICE PRESIDENT PRESIDENT
---------------------------------- ----------------------------------
Title Title
Date: 6/12/96 Date: 6/13/96
----------------------------- -----------------------------
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APPENDIX A - DESCRIPTION OF LICENSED TECHNOLOGY
DECspin Software is the latest version of the software marketed by Digital
under the name DECspin for Windows. DECspin (Digital Equipment Corporation's
Sound Picture Information Network) software is a desk-to-desk, live audio and
video conferencing application, providing real time communications between
personal computers equipped with multimedia and networking options. One of the
options required is the AV320 SPINblaster video conferencing board.
The AV320 SPINblaster board is the latest version of the board marketed by
Digital under the name AV320. The AV320 card is a multi-functional, ISA bus-
based card that provides full-duplex audio/video capture/playback with JPEG
compression/decompression.
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APPENDIX B - DESCRIPTION OF MOSAIC PRODUCTS
The purpose of this Appendix is to provide DIGITAL with a description of the
products in which DIGITAL's video server software technology will be used.
Please complete the following and attach additional information, if required,
to completely describe the products which will use the LICENSED TECHNOLOGY.
Information disclosed in this Appendix B should describe the products in which
the LICENSED TECHNOLOGY will be used without revealing confidential material.
DIGITAL ACCEPTS NO RESPONSIBILITY FOR SAFEGUARDING UNSOLICITED CONFIDENTIAL
MATERIAL.
B.1 Specifically identify, by product name and model number, the product
which shall use the LICENSED TECHNOLOGY, and the hardware/software
system that it will be part of:
Product Description: DV100-Desktop PC videoconferencing board set plus
accessories for the LAN
DV200-Desktop Multi-platform videoconferencing
self-contained Codec for the LAN
GV200-Group/rollabout system for conference room
connection to the LAN
GW200-Videoconferencing Gateway, real-time LAN to WAN
converter
Manufacturer: MOSAIC
Model Number(s): DV100
DV200
GV200
GW200
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APPENDIX C - LEGAL REQUIREMENTS FOR END USER AGREEMENTS
END USER AGREEMENTS shall, among other things, provide the following:
1. Include a clearly visible END USER AGREEMENT with each of the MOSAIC
PRODUCT(S). End user(s) shall acquire the right to use the MOSAIC
PRODUCT(S) only if the END USER AGREEMENT with each of the MOSAIC
PRODUCT(S) shall be visible to, and readable by, each end user prior to
the end user's use of the MOSAIC PRODUCT(S).
2. Specify that DIGITAL has intellectual property rights in portions of the
HARDWARE, SOFTWARE and MOSAIC PRODUCT(S).
3. Restrict the use of the HARDWARE and SOFTWARE solely to MOSAIC
PRODUCT(S).
4. Prohibit use of the HARDWARE or SOFTWARE for any purpose outside the
scope of MOSAIC PRODUCT(S).
5. Prohibit the reverse engineering, reverse compilation, disassembly or
decomposition of the SOFTWARE.
6. Specify that title of the SOFTWARE does not pass to the end user.
7. Disclaim DIGITAL's liability for any damages, whether direct, indirect,
incidental or consequential arising from the use of the MOSAIC
PRODUCT(S).
8. Require the end user, at the termination or expiration of the END USER
AGREEMENT, to discontinue use and destroy or return to MOSAIC all
associated LICENSED TECHNOLOGY and all archival or other copies of the
SOFTWARE.
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