Exhibit 10.8
Company Name: X.XXX CO., LTD.
MS Agreement Number: 5138870179
Effective Date: AUGUST 1, 2005
Expiration Date: DECEMBER 31, 2017
WINDOWS MEDIA COMPONENTS FINAL PRODUCT AGREEMENT
This WINDOWS MEDIA FORMAT COMPONENTS DISTRIBUTION LICENSE ("Agreement") is
entered into between Microsoft Licensing, GP ("MS") and the company identified
below ("Company") as of the Effective Date.
This Agreement consists of the following:
- this Signature Page
- Product and Royalty Schedule for Final Products for Embedded Systems
- Product and Royalty Schedule for Final Products for PC Software
- Company Subsidiary Schedule
- PDDRM Restrictions Schedule
- Third Party Brand Names and Trademark Schedule
- Addresses Schedule
- General Terms and Conditions
Provided that, as of the Effective Date of this Agreement, Company has complied
with all terms and conditions, including payment, under the Windows Media Format
Components Distribution Agreement dated May 1, 2004 between Company and MS, MS
Contract No. 0000000000 ("Prior Agreement"), then as of the Effective Date of
this Agreement, (i) the Prior Agreement shall be deemed terminated; and (ii)
Company shall deliver final royalty reports(s) under the Prior Agreements to MS
within thirty (30) days of the Effective date.
By Signing Below, Company represents and warrants that the information Company
provides below and on each of the attached forms is accurate, and that the
Company has read and understood, and will act in accordance with, all of the
terms set forth in the attached documents.
MICROSOFT LICENSING, GP X.XXX CO, LTD.
A general partnership organized under the law of: A company organized under
the laws of:
The State of Nevada, U.S.A. Korea, Rep. of
By: \s\ Xxxxx Xxxxxxx By: \s\ Bon Xxxx Xxx
-------------------------- ---------------------
(signature) (signature)
Name: Xxxxx Xxxxxxx Name: Bon Xxxx Xxx
-------------------------- ---------------------
(printed) (printed)
Title: OEM Accounting Manager Title: CEO
-------------------------- ---------------------
(printed) (printed)
Date: AUG 23 2005 Date: 16.AUG.2005
-------------------------- ---------------------
CONFIDENTIAL & PROPRIETARY
12/20/04 Windows Media Components Final Product Agreement
Form 2.8.10
LCA Document Tracking Number: 5138870179-2
PRODUCT AND ROYALTY SCHEDULE
WINDOWS MEDIA TECHNOLOGY FOR FINAL PRODUCTS
EMBEDDED SYSTEM TABLE***
ROYALTY PER UNIT ANNUAL FEE FOR ALL
FOR EACH FINAL PRODUCT FINAL PRODUCTS
CONTAINING THE CONTAINING THE
LICENSED TECHNOLOGY APPLICABLE LICENSED APPLICABLE LICENSED
COMPONENT NAME AND TECHNOLOGY COMPONENT TECHNOLOGY COMPONENT ROYALTY FREE*
VERSION US$ US$ US$
------------------------ ------------------------ ---------------------- ---------------
1. Microsoft Windows
Media with Embedded $ 0.10 $ 400,000.00 $ 0.00
Audio Decode
Technology** (F44-00034) (F44-00033) (F44-00035)
------------------------ ------------------------ ---------------------- ---------------
2. Microsoft Windows
Media with Embedded $ 0.20 $ 800,000.00 $ 0.00
Audio Encode
Technology** (F44-00037) (F44-00036) (F44-00038)
------------------------ ------------------------ ---------------------- ---------------
3. Microsoft Windows
Media with Embedded $ 0.25 $ 1,000,000.00 $ 0.00
Audio Decode and Encode
Technology** (F44-00108) (F44-00106) (F44-00107)
------------------------ ------------------------ ---------------------- ---------------
4. Microsoft Windows
Media with Embedded $ 0.10 $ 400,000.00 $ 0.00
Video Decode
Technology** (F44-00040) (F44-00039) (F44-00041)
------------------------ ------------------------ ---------------------- ---------------
5. Microsoft Windows
Media with Embedded $ 0.20 $ 800,000.00 $ 0.00
Video Encode
Technology** (F44-00043) (F44-00042) (F44-00044)
------------------------ ------------------------ ---------------------- ---------------
6. Microsoft Windows
Media with Embedded $ 0.25 $ 1,000,000.00 $ 0.00
Video Decode and
Encode** (F44-00111) (F44-00109) (F44-00110)
------------------------ ------------------------ ---------------------- ---------------
7. Microsoft Windows
Media Embedded $ 0.25 $ 1,000,000.00 $ 0.00
Network Read Technology
(F44-00046) (F44-00045) (F44-00047)
------------------------ ---------------------- ---------------
8. Microsoft Windows
Media with Embedded $ 0.10 $ 400,000.00 $ 0.00
HDCD Technology
(F44-00030) (F44-00057) (F44-00058)
------------------------ ---------------------- ---------------
9. Microsoft Windows
Media Embedded $ 0.00
ASFRead Technolgy
(F44-00096) N/A N/A
------------------------ ---------------------- ---------------
10. Microsoft Windows
Media Embedded $ 0.00
ASFWrite Technology
(F44-00105) N/A N/A
------------------------ ---------------------- ---------------
11. Microsoft Windows
Media Portable Device $ 0.00
DRM Technology for
Embedded Systems (F44-00112) N/A N/A
------------------------ ------------------------ ---------------------- ---------------
12. Microsoft Windows
Media with Embedded $ 0.20 $ 800,000.00 $ 0.00
Pro And Lossless Audio
Decode (F44-00074) (F44-00078) (F44-00070)
------------------------ ------------------------ ---------------------- ---------------
2
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
Numbers listed above in parenthesis are licensed Technology Product Numbers.
Localized versions of the Licensed Technology components are licensed on an "if
and as available" basis.
* Company shall use the applicable "Royalty Free" Licensed Technology Product
Numbers listed in the fourth column above if, and only if, one of the following
is true: (a) the Final Product was created by Company using an Interim Product
obtained from an Microsoft Windows Media Licensee who has executed a current and
valid Microsoft Integrated Circuit OEM License Agreement for Embedded Windows
Media Technology with an effective date prior to February 2, 2003 with MS and
who is shipping and paying royalties for such Interim Products under such
agreement; or (b) the Final Product is an "Embedded" version designed to operate
on an embedded version of Microsoft's Windows operating systems. Additionally,
Company shall use the "Royalty Free" Licensed Technology Product Numbers listed
in the fourth column above for the Microsoft Windows Media Video Decoder and/or
Encoder technology portions of any Final Product distributed by Company under
this Agreement between January 1, 2004 and December 31, 2004; provided however
that Company shall use the applicable royalty bearing Licensed Technology
Product Numbers for any other Microsoft Windows Media Technologies contained in
such Final Products.
** These Licensed Technology Product Numbers contain the ASF Reader and/or ASF
Write components of the Licensed Technology and are subject to the requirements
of this Agreement, including but not limited to Section 4.2.
*** References above to "Embedded" versions of the Licensed Technology mean that
the applicable Licensed Technology component is used in a manner other than as
PC Software as defined on the Product and Royalty Schedule for Final Products
for PC Software. "Embedded" versions of the Licensed Technology include,
without limitation, uses of the Licensed Technology in low power devices (such
as cellular phones, handheld Internet appliances, and personal digital
assistants), closed systems for which limited-to-no third party software is
available, video game consoles, computer servers, digital cameras and
camcorders, professional encoders, professional decoders, set top boxes, routers
and other networking devices, televisions, portable digital music players, and
consumer electronic devices such as audio receivers and DVD players.
3
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
PRODUCT AND ROYALTY SCHEDULE
WINDOWS MEDIA TECHNOLOGY FOR FINAL PRODUCTS
PC SOFTWARE TABLE****
ROYALTY PER UNIT ANNUAL FEE FOR ALL
FOR EACH FINAL PRODUCT FINAL PRODUCTS
CONTAINING THE CONTAINING THE
LICENSED TECHNOLOGY APPLICABLE LICENSED APPLICABLE LICENSED
COMPONENT NAME AND TECHNOLOGY COMPONENT TECHNOLOGY COMPONENT ROYALTY FREE*
VERSION US$ US$ US$
------------------------ ------------------------ ---------------------- ---------------
1. Microsoft Windows
Media Audio Decode $ 0.10 $ 400,000.00 $ 0.00
Technology For PC
Software** (S10-00016) (S10-00024) (S10-00008)
------------------------ ------------------------ ---------------------- ---------------
2. Microsoft Windows
Media Audio Encode $ 0.20 $ 800,000.00 $ 0.00
Technology For PC
Software** (S10-00015) (S10-00023) (S10-00007)
------------------------ ------------------------ ---------------------- ---------------
3. Microsoft Windows
Media Audio Decode and $ 0.25 $ 1,000,000.00 $ 0.00
Encode Technology For PC
Software** (S10-00014) (S10-00022) (S10-00006)
------------------------ ------------------------ ---------------------- ---------------
4. Microsoft Windows
Media Video Decode $ 0.10 $ 400,000.00 $ 0.00
Technology For PC
Software** (S10-00013) (S10-00021) (S10-00005)
------------------------ ------------------------ ---------------------- ---------------
5. Microsoft Windows
Media Video Encode $ 0.20 $ 800,000.00 $ 0.00
Technology For PC
Software** (S10-00012) (S10-00020) (S10-00004)
------------------------ ------------------------ ---------------------- ---------------
6. Microsoft Windows
Media Video Decode and $ 0.25 $ 1,000,000.00 $ 0.00
Encode For PC Software**
(S10-00011) (S10-00019) (S10-00003)
------------------------ ---------------------- ---------------
7. Microsoft Windows
Media Embedded $ 0.25 $ 1,000,000.00 $ 0.00
Network Read Technology
(S10-00010) (S10-00018) (S10-00002)
------------------------ ---------------------- ---------------
8. Microsoft Windows
Media with Embedded $ 0.10 $ 400,000.00 $ 0.00
HDCD Technology For
PC Software (S10-00009) (S10-00017) (S10-00001)
------------------------ ------------------------ ---------------------- ---------------
9. Microsoft Windows
Media Embedded $ 0.00
ASFRead Technolgy
(S10-00025) N/A N/A
------------------------ ---------------------- ---------------
10. Microsoft Windows
Media Embedded $ 0.00
ASFWrite Technology
(S10-00026) N/A N/A
------------------------ ---------------------- ---------------
11. Microsoft Windows
Media with Embedded $ 0.20 $ 800,000.00 $ 0.00
Pro And Lossless Audio
Decode (S10-00027) (S10-00029) (S10-00028)
------------------------ ------------------------ ---------------------- ---------------
Numbers Listed above in parenthesis are Licensed Technology Product Numbers.
Localized versions of the Licensed Technology components are licensed on an "if
and as available" basis.
* Company shall use the applicable "Royalty Free" Licensed Technology Product
Numbers listed in the fourth column above if, and only if, one of the following
is true: (a) the Final Product was created by Company using an Interim Product
obtained from an Microsoft Windows Media Licensee who has executed a current and
valid Microsoft Integrated Circuit OEM License Agreement for Embedded Windows
Media
4
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
Technology with an effective date prior to February 2, 2003 with MS and who is
shipping and paying royalties for such Interim Products under such agreement; or
(b) the Final Product is a "PC Software" version designed to operate on an
embedded version of Microsoft's Windows operating systems. Additionally,
Company shall use the "Royalty Free" Licensed Technology Product Numbers listed
in the fourth column above for the Microsoft Windows Media Video Decoder and/or
Encoder technology portions of any Final Product distributed by Company under
this Agreement between January 1, 2004 and December 31, 2004 as set forth in
Section 5.1; provided however that Company shall use the applicable royalty
bearing Licensed Technology Product Numbers for any other Microsoft Windows
Media Technologies contained in such Final Products.
** These Licensed Technology Product Numbers contain the ASF Reader and/or ASF
Write components of the Licensed Technology and are subject to the requirements
of this Agreement, including but not limited to Section 4.2.
**** References above to "PC Software" versions of the Licensed Technology mean
that the applicable Licensed Technology component is used as software for a
general purpose personal computer (including laptop, tablet, or desktop), which
general purpose personal computer both (i) is designed and marketed for
operating a wide variety of productivity, entertainment, and/or other software
applications from unrelated third party software vendors; and (ii) runs a
general purpose consumer operating system such as Apple Macintosh OS X, or
consumer versions of the Linux operating system, but not versions of such
operating systems designed for computer servers or embedded systems, such as
MontaVista Linux Consumer Electronics Edition.
5
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
COMPANY SUBSIDIARY SCHEDULE
MS and Company authorized each Affiliate of Company listed below ("Company
Subsidiaries") to exercise rights granted to Company under this Agreement. By
completing this Schedule, Company agrees to the Additional Provisions set forth
below.
Additional Company Subsidiaries may be added only by amendment of this Schedule.
ADDITIONAL PROVISIONS
---------------------
(a) Company Subsidiaries added to this Agreement after the Effective Date may
not exercise any rights or receive any Confidential Information from Company
under this Agreement until thirty (30) days after it has delivered to MS in
writing at the addresses set forth in the Addresses Schedule, a signed Company
Subsidiary Agreement in the form indicated in Attachment 1 hereto.
(b) Each company Subsidiary's exercise of rights under this Agreement shall be
subject to all terms and conditions set forth in the Agreement.
(c) Company shall make consolidated royalty reports and payments on behalf of
Company and each Company Subsidiary. Upon MS' request, Company shall provide
royalty reports that specify information by Company and each Company Subsidiary.
(d) MS may suspend, cancel or terminate this Agreement if Company or any Company
Subsidiary fails to comply with any provision of this Agreement, or any other
Windows Media agreement between Company or any Company Subsidiary and Microsoft.
(e) Company irrevocably and unconditionally guarantees the compliance of each
Company Subsidiary with this Agreement, and shall be jointly and severally
liable with each Company Subsidiary for breach of this Agreement.
(f) All remedies available to MS, including the ability to obtain injunctive
relief, shall apply to Company Subsidiaries. Company shall assist MS in
enforcing its rights and remedies against Company Subsidiaries.
6
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
ATTACHMENT 1 TO COMPANY SUBSIDIARY SCHEDULE
(SAMPLE COMPANY SUBSIDIARY AGREEMENT)
--------------------------------------------------------------------------------
[To be printed on each Company Subsidiary's Letterhead]
<>
Microsoft Licensing, GP
0000 Xxxx Xxxx
Xxxx, XX 00000
Attn: OEM Contracts
To Whom It May Concern:
For good and valuable consideration <>, a
corporation of <>
("Company Subsidiary") hereby covenants and agrees with Microsoft Licensing, GP,
a Nevada U.S.A. general partnership ("Microsoft") that Company Subsidiary will
comply with all obligations of <>, a corporation of
<> ("Company") pursuant to the Windows Media
Components Final Product Agreement, dated <>
between Company and Microsoft ("Agreement").
Company Subsidiary acknowledges that its agreement herein is a condition
for Company Subsidiary to exercise any of the rights pursuant to the terms of
the Agreement. Company Subsidiary shall be jointly and severally liable to
Microsoft, Microsoft Corporation, and their suppliers for all obligations
related to Company Subsidiary's exercise of license rights or receipt of
Confidential Information under the Agreement.
Capitalized terms used herein and not otherwise defined shall have the same
meaning as in the Agreement.
IN WITNESS WHEREOF, Company Subsidiary has executed this letter as of the
date specified above. Company Subsidiary agrees to comply with all terms of the
Agreement just as if Company Subsidiary had executed the Agreement directly.
All signed copies of this letter shall be deemed originals.
<>
<>
<>
--------------------------------------------------------------------------------
7
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
PDDRM RESTRICTIONS SCHEDULE
(1) Capitalized Terms set forth in this PDDRM Restriction Schedule are defined
in the General Terms and Conditions, except as otherwise set forth below:
1.1 "ADVANCED SYSTEMS FORMAT" or "ASF" means the current version of
the extensible file storage format developed by of for MS or MSCORP for
authoring, editing, archiving, distributing, streaming, playing,
referencing, or otherwise manipulate Content, as used by the Windows Media
technologies.
1.2 "ASF CONTENT" means Content contained within ASF and optionally
protected with DRM.
1.3 "CONVERT" means to remove the DRM protection from a Content file
in a Windows Media Format ("ASF Content") for any purpose not explicitly
authorized by the DRM Flags of the license for that content, including but
not limited to writing that unprotected DRM content to disk or to a
network.
1.4 "DRM" means MS/MSCORP'S digital rights management system that
enables creation and enforcement of business rules and license-based
restrictions for Content.
1.5 "DRM FLAG(S)" means the flag(s) describing license condition(s)
for, and set by the creator or authorized licensor of, ASF Content
protected with DRM as more fully described herein.
1.6 "EMBEDDED SYSTEM" means Company's Final Product(s).
1.7 "MATERIAL SECURITY PROBLEM" means a security breach in DRM, or a
security breach attributable to Company or to any Embedded System that is a
violation of the General Terms and Conditions of this Agreement or any of
the terms of this PDDRM Restrictions Schedule, or which otherwise defeats
in any way the protective settings in the DRM Flags in licenses for ASF
Content.
1.8 "PDDRM"or "PORTABLE DEVICE DIGITAL RIGHTS MANAGEMENT" means a
component of the Licensed Technology that enables, in accordance with this
Schedule, an Embedded System to use the portions of the Licensed Technology
that manipulate ASF Content protected by DRM.
1.9 "PROTECTED CONTENT" means Content contained within ASF and
explicitly protected with DRM.
1.10 "STORAGE MEDIA" means any standalone or removable media device or
card that can store Content including but not limited to flash-card, CD
(including, without limitation, CD-R or CD-RW) or DVD (including, without
limitation, DVD-RAM).
1.11 "TRANSCRIPTION" means the transformation of Content protection
from DRM to an alternate form of digital rights management. This would be
accomplished by extracting Protected Content from DRM into unprotected
form, then transforming this Unprotected Content into the new protected
from defined for the alternate digital rights management.
1.12 "UNPROTECTED CONTENT" means Content contained within ASF and not
protected with DRM.
(2) If the Embedded Systems reads ASF Content protected with PDDRM, it must
adhere to the rights provided by the associated PDDRM license as defined in the
table below. Where allowed by these rights, the Embedded System may play
unencrypted uncompressed Content to analog audio outputs for speakers or
earphones.
BIT-BASED RIGHTS FOR PD-DRM
------------------------------
Bit Right Settings
---- ----------------- ------------------------------------------------------------------------
1 Allow playback on a portable device that is not SDMI compliant
0x2 CHECK_NONSDMI_LIC 0 Do not allow playback on a portable device that is not SDMI Compliant
---- ----------------- ------------------------------------------------------------------------
1 Allow playback only on SDMI compliant portable device
0x10 CHECK_SDMI_LIC 0 Do not allow playback only on SDMI compliant portable device
---- ----------------- ------------------------------------------------------------------------
(3) Company will implement a serial number on each Embedded System. The serial
number must be a minimum of 16 digits long and must be unique for each device.
The Embedded System design must include this serial number in all PDDRM software
interfaces which allow or require a serial number. This serial number must be
implemented in such a way that it (i) reliably associates the same unique value
with the same physical device, (ii) is not associated with field-replaceable
hardware such that the serial number could be altered by swapping a hardware
component, and (iii) cannot be altered by the end user. This serial number may
be based on a unique per-device hardware identification number embedded in
specific hardware on the device, such as an internal memory chip or a processor,
provided that the resulting serial number meets the requirements specified
above. If Company chooses to implement a serial number that is not directly
embedded in hardware, the Embedded System design must generate a unique serial
number for each device, persistently store the uniquely generated serial number
and prevent the stored number from being altered by the end user. For the
purposes of this Agreement, a serial number will be considered unique if the
chance of another device sharing the same number can be shown to be less than 1
in 10,000.
(4) The Embedded System will not allow Protected Content to be stored in
unprotected from on a hard disk, long term memory, or other Storage Media.
8
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
(5) Company may utilize digital rights management technologies other than
MS/MSCORP's, provided, however, that the Embedded System will not allow
Transcription of Protected Content from PDDRM into another form of digital
rights management.
(6) The Embedded System will provide no means (including but not limited to
programming APIs, end-user selectable options, or purposeful or accidental
placement of debugging or testing information in the Embedded Systems) for the
enablement or disablement of the intended PDDRM functionality.
(7) Failure of an Embedded System, as distributed by Company, to abide by the
rights issued in the ASF Content license constitutes a material violation of
this Agreement.
(8) MS and/or MSCORP may, during the Term, enhance the DRM features of the
Licensed Technology, to eliminate potential security breaches and/or enhance
PDDRM features (including ease of use) with respect to PDDRM-protected ASF
Content. Company acknowledges that MS and/or MSCORP will provide those users
who are ASF Content providers using various Windows Media rights management
applications with the ability to set the minimum revision level (or minimum
security level) for compatibility of PDDRM-protected ASF Content, and that
Embedded Systems created using older versions of the Licensed Technology may not
be fully compatible with such future ASF Content. MS will xxx commercially
reasonable efforts to: (i) provide Company with updates to PDDRM that correct
security breaches, though such updates may require Company to agree to
additional or alternative terms and conditions that that set forth in this
Agreement; and (ii) notify Company of any actual security breaches in PDDRM
which in MS' sole and reasonable judgment would affect the Embedded System.
(9) Notwithstanding anything to the contrary in the General Terms and Conditions
of this Agreement or this PDDRM Restrictions Schedule, if MS provides Company
with updates or Supplemental Code to the Licensed Technology which correct
actual or potential security breaches, Company will use commercially reasonable
efforts to incorporate and/or make available to users of the Embedded Systems,
through reasonable means (such as availability on a company web site), such
updates or Supplemental Code of the Licensed Technology as part of and/or as
updates or Supplemental Code to such Licensed Technology. Company shall provide
such updates or Supplemental Code to users within a commercially reasonable
period of time (determined by the nature of such updates or Supplemental Code,
but in no event more than ninety days from the date Company received such
updates or Supplemental Code). Such updates or supplemental Code may require
Company to agree to additional terms and conditions. If Company does not make
available to users of the Embedded Systems the necessary updates released by MS,
Company must immediately take reasonable efforts (such as Company website
posting or registered customers mailing) to make existing users aware that new
content may no longer be playable on the device operated by the Embedded System
due to the Company's decision.
(10) Notwithstanding any provision of this Agreement, if Company intentionally
or negligently fails to correct any Material Security Problem(s) and MS has
provided Company with two (2) business days notice of such Material Security
Problem and has delivered any appropriate PDDRM updates to Company with respect
to such security problem as of such notice, then MS or its authorized licensee
or agent may, upon written notice at any time, terminate this Agreement.
(11) Company will use commercially reasonable efforts to design Embedded Systems
to prevent users from tampering with the Licensed Technology or PDDRM. Further,
Company will not use incorporate, or allow the execution of or enable any other
software that modifies the behavior of the Embedded System in a manner which
causes it to violate the conditions of this Schedule.
(12) Upon the availability of a Windows Media DRM compliance program, Company
will use commercially reasonable efforts to meet compliance requirements in
ninety (90) days from the date Company received such information from MS for the
shipment of all new products. At the option of Company, Company can meet
compliance requirements for all existing products supporting DRM features using
commercially reasonable means (such as firmware updates) during the same time
period.
9
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
------
THIRD PARTY BRAND NAMES AND TRADEMARKS SCHEDULE
-----------------------------------------------
Notwithstanding anything to the contrary contained in the Agreement, Final
Products distributed by Company or its Channel Entities may be marketed,
licensed, or distributed by a third party under brand names and trademarks which
do not include Company's name, provided that such third party brand names,
trademarks and model names used for such and Final Products are listed below.
Company's royalty report shall include a separate reporting of the number of
units of each Final Product distributed under each third party brand name or
trademark.
Licensed Technology Model Name Used by Third
Component Name and Version Brand Names & Trademarks Final Product Party
-------------------------- ------------------------ --------------- ------------------------
1. WMA Decode v9
2. PDDRM SORELL SF3500, SF4000, SF3500, SF4000
-------------------------- ------------------------ --------------- ------------------------
1. WMA Decode v9
2. ASF Read Technology
3. WMV Decode v9 XXXXXX XX-15 SV15
-------------------------- ------------------------ --------------- ------------------------
Prior to any marketing or distribution by Company or its Channel Entities of
Final Products under any third party brand name or trademark not listed on this
Third Party Brand Names and Trademarks Schedule, Company shall notify its
Account Manager of any third party brand name or trademark that it proposes to
add to this Third Party Brand Names and Trademarks Schedule. Provided the
parties reach agreement regarding the third party brand name or trademark, (1)
Company and MS shall execute an amendment to add such third party brand name or
trademark to this Third Party Brand Names and Trademarks Schedule; and (2)
Company shall inform the owner of such third party brand that it will need to
execute a separate Plays Windows Media Logo License agreement with MSCORP prior
to the distribution of any Company Product. Company hereby acknowledges and
agrees that MS reserves the right to reject a proposed third party name or
trademark and/or to execute a direct distribution license with the owner of such
proposed third party name or trademark.
10
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
ADDRESSES SCHEDULE
SHIPPING AND BILLING
COMPANY "SHIP TO" ADDRESS COMPANY BILLING ADDRESS
---------------------------------- ----------------------------------
COMPANY Name COMPANY Name
Xxxxx Xx, Xxxx Xxxxx Ju, Xxxx
Marketing Manager Marketing Manager
X.XXX Co., LTD. X.XXX Co., LTD.
#303, Gyenggi Venture bldg. 1017 #303, Gyenggi Venture bldg. 1017
Ingae-dong, Paldal-gu, Suwon-city, Ingae-dong, Paldal-gu, Suwon-city,
GYEONGGI-DO, 442-833 GYEONGGI-DO, 442-833
KOREA, REP. OF KOREA, REP. OF
Telephone: x00-00-000-0000 Telephone: x00-00-000-0000
Fax: x00-00-000-0000 Fax: x00-00-000-0000
E-mail: xxxx@xxxxxx.xx.xx E-mail: xxxx@xxxxxx.xx.xx
---------------------------------- ----------------------------------
COMPANY'S TECHNICAL SUPPORT PHONE NUMBER FOR EMBEDDED SYSTEMS CUSTOMERS AND END
USERS: x00-00-000-0000
PAYMENT AND REPORTING
SEND REPORTS VIA EMAIL TO: SEND PAYMENTS VIA WIRE TRANSFER ONLY TO:
----------------------------- -------------------------------------------
Microsoft Licensing, GP Microsoft Licensing, GP c/o
OEM Accounting Services Bank of America
Email: XXXxxxxx@XXXXXXXXX.XXX 0000 Xxx Xxxxxx
Xxxxxx, XX
XXX
ABA# 11100001-2
SWIFT Code: XXXXXX0X
Account # 3750891058
----------------------------- -------------------------------------------
COMPANY SHALL INCLUDE APPLICABLE MS INVOICE
NUMBER(S) ON ALL PAYMENTS.
-------------------------------------------
Or to such other address or account as MS may specificy from time to time.
COMPANY ROYALTY REPORT SUBMITTER ADDRESS
--------------------------------------------
Xxxxx Xx, Xxxx
Marketing Manager
X.XXX Co., LTD.
#303, Gyenggi Venture bldg. 1017
Ingae-dong, Xxxxxx-xx, Xxxxx-xxxx,
XXXXXXXX-XX, 000-000
XXXXX, REP. OF
Telephone: x00-00-000-0000
Fax: x00-00-000-0000
E-mail: xxxx@xxxxxx.xx.xx
--------------------------------------------
11
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
GENERAL NOTICES
Any Written notices related to this Agreement must eb addressed to the
contact and locations outlined below, or such other addresses as either party
may hereafter specify in writing.
COMPANY INFORMATION MS INFORMATION
------------------------------------------- ------------------------------
Xxxxx Xx, Xxxx Microsoft Licensing , GP
Marketing Manager 0000 Xxxx Xxxx
X.XXX Co., LTD. Xxxx, XX 00000-0000
#303, Gyenggi Venture bldg. 1017 USA
Ingae-dong, Paldal-gu, Suwon-city, Attention: General Manager
GYEONGGI-DO, 442-833 Phone Number: (0) 000-000-0000
KOREA, REP. OF Fax Number: (0) 000-000-0000
Telephone: x00-00-000-0000
Fax: x00-00-000-0000
E-mail: xxxx@xxxxxx.xx.xx
------------------------------------------- ------------------------------
Copies of all Company GENERAL NOTICES With an additional Copy to:
shall be sent to:
Microsoft Corporation Microsoft Corporation
One Microsoft Way One Microsoft Way
Redmond, Washington USA 98052 Xxxxxxx, Xxxxxxxxxx XXX 00000
Attention: Law and Corporate Affairs Attention: DMD Licensing
Re: Microsoft Licensing, GP - OEM ESG Sales Re: Windows Media Technology
------------------------------------------- ------------------------------
WINDOWS MEDIA NOTICES
Microsoft Corporation
Xxx Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxx XXX 00000-0000
Attention: DMD Licensing
Re: Windows Media Technology
With an additional copy emailed to:
XXXX@xxxxxxxxx.xxx
12
CONFIDENTIAL & PROPRIETARY
LCA Windows Media Components Final Product Agreement, # 5138870179-2, dated
August 1, 2005, between MS and X.XXX Co., Ltd.
