Common use of Business Collaboration Clause in Contracts

Business Collaboration. M-Systems shall promote the Migo Products in accordance with the following guidelines: 3.1. PowerHouse will develop the Migo Products and will adapt them to run as U3 Software in accordance with U3 guidelines and pursuant to the terms of the Software and U3 Related Products Agreement to be entered into by PowerHouse and U3. 3.2. PowerHouse hereby grants M-Systems and its Associated Companies a worldwide, transferable license to market, distribute, promote, offer for sale, offer for re-sale and sell the Migo Products as an integrated part of M-Systems USB Drives only, and to use and display the trademarks, names, service marks, and logos of PowerHouse related to the Migo Products or in connection with such M-Systems USB Drives only. In consideration for such license, PowerHouse shall be entitled to receive and M-Systems shall pay to PowerHouse a fee of [ * * * ] per unit of Migo Professional bundled with an M-Systems USB Drive sold to an M-Systems Customer. For the avoidance of doubt, the right and license for the Migo Personal and Migo Upgrade as provided in this Agreement shall be at no cost to M-Systems. 3.3. M-Systems shall offer Migo Products to M-Systems Customers. The Migo Professional may be offered to M-Systems Customers in the initial form of the Migo Upgrade. The Migo Upgrade shall contain full functionality of the Migo Professional; however, the version will degrade to the Migo Personal version at the end of a 45-day period. During such 45-day period, the end-user shall have the option to purchase a license directly from PowerHouse in order to maintain the full functionality of the Migo Professional. Such upgrade mechanism shall be fully managed and operated by PowerHouse. The purchase by end-users may be made by way of a link to designated web site owned or hosted by PowerHouse (“Custom Landing Page”). Such Custom Landing Page shall not be available to the general public or to other PowerHouse customers or potential customers and shall be designated solely to M-Systems Customers. 3.4. M-Systems, to the extent commercially practicable, will promote the Migo Upgrade as the primary Migo Product to M-Systems Customers. Furthermore, M-Systems will actively promote PowerHouse’s interests with M-Systems’ Customers, aiming at allowing PowerHouse to market its Migo Product upgrades directly to M-Systems’ Customers end-user base. PowerHouse will provide M-Systems with its recommended marketing messages in order to promote the bundling of the Migo Products with the M-Systems USB Drives. 3.5. PowerHouse will make such changes to the trademark labeling included in the Migo Products as an M-Systems Customer reasonably deems necessary for such M-Systems Customer to promote the Migo Products. M-Systems Customers’ promotional and packaging materials which include the Migo brand name must be submitted to PowerHouse for approval, which approval shall not be unreasonably withheld. 3.6. PowerHouse will provide first level support for all Migo Products directly to M-Systems and M-Systems Customers and their end-users, for 30 days from the date of the first use of the software by the end user. With respect to any M-Systems Customer who chooses to provide first level support itself to its end-users, PowerHouse will provide training and second level support as may be required by such M-Systems Customer and accepted by PowerHouse. PowerHouse will provide training 3 times per year at PowerHouse’s location. If the training is requested at other locations, there will be charges associated with the training in amounts determined by PowerHouse and which will be borne by the M-Systems Customer. In the case where PowerHouse is providing the level-1 support, if it is determined that the problem is not related to Migo Products, M-Systems will pay PowerHouse for providing such first line of support. A process and the fee structure will be established prior to the product launch. Without derogating from the preceding sentence, PowerHouse shall provide M-Systems and M-Systems Customers with such upgrades, features, technical support and maintenance services as it provides to its other customers generally and without special negotiation of terms and conditions. Upgrades for this purpose shall be considered fixes and enhancements to the existing product and will not include new features or functionality that may be marketed and sold by PowerHouse as value added products.

Business Collaboration. M-Systems shall promote the Migo Products in accordance with the following guidelines: 3.1. PowerHouse will develop the Migo Products and will adapt them to run as U3 Software in accordance with U3 guidelines and pursuant to the terms of the Software and U3 Related Products Agreement to be entered into by PowerHouse and U3. 3.2. PowerHouse hereby grants M-Systems and its Associated Companies a worldwide, transferable license to market, distribute, promote, offer for sale, offer for re-sale and sell the Migo Products as an integrated part of M-Systems USB Drives only, and to use and display the trademarks, names, service marks, and logos of PowerHouse related to the Migo Products or in connection with such M-Systems USB Drives only. In consideration for such license, PowerHouse shall be entitled to receive and M-Systems shall pay to PowerHouse a fee of [ * * * ] per unit of Migo Professional bundled with an M-Systems USB Drive sold to an M-Systems Customer. For the avoidance of doubt, the right and license for the Migo Personal and Migo Upgrade as provided in this Agreement shall be at no cost to M-Systems.[*] 3.3. M-Systems shall offer Migo Products to M-Systems Customers. The Migo Professional may be offered to M-Systems Customers in the initial form of the Migo Upgrade. The Migo Upgrade shall contain full functionality of the Migo Professional; however, the version will degrade to the Migo Personal version at the end of a 45-day period. During such 45-day period, the end-user shall have the option to purchase a license directly from PowerHouse in order to maintain the full functionality of the Migo Professional. Such upgrade mechanism shall be fully managed and operated by PowerHouse. The purchase by end-users may be made by way of a link to designated web site owned or hosted by PowerHouse (“Custom Landing Page”). Such Custom Landing Page shall not be available to the general public or to other PowerHouse customers or potential customers and shall be designated solely to M-Systems Customers.[*] 3.4. M-Systems, to the extent commercially practicable, will promote the Migo Upgrade as the primary Migo Product to M-Systems Customers. Furthermore, M-Systems will actively promote PowerHouse’s 's interests with M-Systems’ ' Customers, aiming at allowing PowerHouse to market its Migo Product upgrades directly to M-Systems’ ' Customers end-user base. PowerHouse will provide M-Systems with its recommended marketing messages in order to promote the bundling of the Migo Products with the M-Systems USB Drives. 3.5. PowerHouse will make such changes to the trademark labeling included in the Migo Products as an M-Systems Customer reasonably deems necessary for such M-Systems Customer to promote the Migo Products. M-Systems Customers’ ' promotional and packaging materials which include the Migo brand name must be submitted to PowerHouse for approval, which approval shall not be unreasonably withheld. 3.6. PowerHouse will provide first level support for all Migo Products directly to M-Systems and M-Systems Customers and their end-users, for 30 days from the date of the first use of the software by the end user. With respect to any M-Systems Customer who chooses to provide first level support itself to its end-users, PowerHouse will provide training and second level support as may be required by such M-Systems Customer and accepted by PowerHouse. PowerHouse will provide training 3 times per year at PowerHouse’s 's location. If the training is requested at other locations, there will be charges associated with the training in amounts determined by PowerHouse and which will be borne by the M-Systems Customer. In the case where PowerHouse is providing the level-1 support, if it is determined that the problem is not related to Migo Products, M-Systems will pay PowerHouse for providing such first line of support. A process and the fee structure will be established prior to the product launch. Without derogating from the preceding sentence, PowerHouse shall provide M-Systems and M-Systems Customers with such upgrades, features, technical support and maintenance services as it provides to its other customers generally and without special negotiation of terms and conditions. Upgrades for this purpose shall be considered fixes and enhancements to the existing product and will not include new features or functionality that may be marketed and sold by PowerHouse as value added products.