Fill and Sign the Agreement for Non Assertion of Intellectual Property Rights Form

6.09 Agreement for Non-Assertion of Intellectual Property RightsAGREEMENT FOR NON-ASSERTION OF INTELLECTUAL PROPERTY RIGHTS This Agreement for Non-Assertion of Intellectual Property Rights (this "Agreement") has been entered into as of ______________ by and between the person or entity described in Appendix A hereto ("Participant"), the undersigned companies ("Core Participants"), those other persons or entities executing counterparts of the acknowledgment and signature page included herewith as Appendix A (together with Participant and the Core Participants, ("Participants") and ____________ ("Agent"). Participant hereby agrees as follows: 1. Purpose. The purpose of this Agreement is to implement, enhance and enforce an open industry standard as described in Exhibit A hereto (as may be changed from time to time in accordance with Section 10, the "Technical Standard"). 2. License to Technical Standard. Each Participant is hereby granted a non- exclusive right and license to use the Technical Standard in accordance with this Agreement, including, without limitation, Exhibit A. 3. Non-Assertion. No Participant will assert any intellectual property right against any other Participant if and to the extent that the alleged infringement or claim of royalty results from the use by a Participant of the Technical Standard in accordance with Exhibit A. 4. Testing. Participant will submit to Agent for compliance testing five (5) fully functional prototypes of each revision of each product which will be held out as in compliance with the Technical Standard ("Product") and will correct any and all deficiencies detected in such compliance testing before applying the Compliance Trademark or commencing sales of such Product. Notwithstanding the preceding sentence, Participant will be solely responsible for the testing and compliance of its Products with the Technical Standard. 5. License to Compliance Trademark. Participant is hereby granted a non- exclusive, worldwide right and license to use the trademark described in Exhibit B (the "Compliance Trademark") in accordance with the trademark use guidelines also included in Exhibit B (as may be changed from time to time in accordance with Section 10, the "Trademark Guidelines"). 5.1. Required Use. Participant will place conspicuously on any advertising for any Product, on the exterior of any Product packaging and on the exterior of any Product that is a self-encased hardware device the Compliance Trademark in compliance with the Trademark Guidelines. 5.2. Policing. Participant will immediately report to Agent in reasonable detail any infringement, misuse or abuse of the Compliance Trademark. 6. Annual Fee. Participant will pay to Agent on April 1 of each year during the term hereof the program fee described in the following schedule (as such schedule may be changed from time to time in accordance with Section 10, the "Fee Schedule"): Participant's annual gross revenue in the preceding calendar year from the sale of personal computers, hardware components for personal computers and software for personal computers ("X") Annual Fee X is less than or equal to $1 million$______ $1 million is less than X which is less than or equal to $10 million $______ $10 million is less than X which is less than or equal to $50 million $______ $50 million is less than X which is less than or equal to $100 million $______ $100 million is less than X which is less than or equal to $500 million $______ $500 million is less than X which is less than or equal to $1 billion $______ X is greater than $1 billion $______ 6.1. Initial Proration. Upon execution of this Agreement, Participant will pay to Agent the annual fee determined according to the chart above, using X determined for the calendar year preceding the date of such execution and multiplied by a fraction, the numerator of which is the number of days from and including the execution date through and including March 31 next and the denominator of which is 365. This Section 6.1 will not apply if Participant executes this Agreement on March 1 through April 1 of any year, and in such event Participant will pay the entire annual fee as determined in accordance with the Fee Schedule upon executing this Agreement. 7. List of Program Participants. Participant will receive from Agent a current list of Participants shortly after executing this Agreement. Thereafter, a list of Participants will be mailed to Participant upon written request made to Agent. 8. Cooperation in Development of the Technical Standard. Participants will provide reasonable cooperation in further defining, refining and developing the Technical Standard. 9. No Collusion. No Participant will share with any other Participant, directly or indirectly, any future pricing information or plans with respect to Products. In no event will any Participant use its rights and obligations hereunder in restraint of trade or for the illegal maintenance of the price of any product or service. 10. Amendment. The Core Participants may agree from time to time to make corrective changes and enhancements to the Technical Standards and to the Trademark Guidelines; provided that, no such change will invalidate an error- free implementation of Technical Standards or Trademark Guidelines made prior to such change. The Core Participants may from time to time change the Fee Schedule; provided that, any such change will only be made to generate sufficient revenue for Agent to conduct those activities described herein. Any such changed Fee Schedule will apply to Participant's next payment hereunder. 11. Termination. This Agreement may be terminated by Participant for any reason upon thirty (30) days' prior written notice. This Agreement may be terminated by the Core Participants for any reason as between all Participants upon one hundred eighty (180) days prior written notice. All rights and obligations of Participant hereunder will terminate upon any termination of this Agreement; provided that no claim can be made by Participant any time after termination for infringement of intellectual property rights occurring during the term hereof. 12. Core Participants; Agent. Actions by the Core Participants hereunder may be made pursuant to such arrangements as the Core Participants may agree upon. This Agreement does not confer upon Participant any share in, or any right in the creation, operation, dissolution or termination of, Agent. Neither Agent nor any other Participant has assumed or will be deemed to have assumed any fiduciary responsibility for Participant's business operations, including, without limitation, Participant's success in complying with the Technical Standard or selling Product. IN WITNESS WHEREOF, the Core Participants have executed this Agreement as of the date entered above. [Signed] ________________________ ______________________________________________ ______________________ Appendix A (To Agreement for Non-Assertion of Intellectual Property Rights) The undersigned Participant has indicated its agreement to comply with the attached Agreement for Non-Assertion of Intellectual Property Rights as of the Effective Date by the signature of its duly authorized officer. Participant:_____________________________ Signed:__________________________________ Printed name:_____________________________ Date:_____________________________________