MS Affiliate Clause Samples

MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. Microsoft OEM Distribution Agreement For Software Products For Embedded Systems *** dated July 1, 2014 between MS and BSQUARE CORPORATION Confidential treatment has been requested for portions of this document. This document omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this document has been filed separately with the Securities and Exchange Commission. OEM VOLUME ROYALTY PROGRAM SCHEDULE MS may offer an OEM Volume Royalty Program (“OVRP”). The OVRP enables Company to offer a *** royalty (“OVRP royalty rate”) to an OEM Customer that commits to distributing a specified high volume of Products (“OVRP Customer”) installed on a registered design over a *** period (“OVR Project”). Company may qualify to participate in the OVRP as described in the OVRP Guidelines on MyOEM and by registering OVR Projects in the Design Management Tool. Company and OVRP Customer can participate in the OVRP provided that: (a) Company has a valid Microsoft OEM Distribution Agreement For Software Products For Embedded Systems, and (b) OVRP Customer has a valid CLA in place. MS reserves the right to modify the OVRP with *** written notice to Company. 1. Term and Termination Each OVRP period (“OVRP Period”) is ***. The term of each OVR Project begins on the agreed start date until the earlier of: (a) from that date, unless both Company and MS agree to extend the OVR Project to a *** OVRP Period; (b) termination or expiration of the CLA (if the OVRP Customer and MS do not enter into a successor agreement); (c) OEM Volume Royalty Program is cancelled as notified by MS; (d) MS’ decision to terminate the OVR Project due to Company failing to meet or exceed the quarterly forecasted volumes. Chargeback Amounts may apply. (e) MS’ decision to terminate the OVR Project due to discovery that another authorized distributor has a previously registered design and approved OVR Project with the same OEM Customer. No Chargeback Amounts will apply. Any violation of ...
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MS Affiliate. Some provisions in this Agreement include Company's covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate's rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each MS Affiliate.
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MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS ▇▇▇▇▇▇▇▇▇ is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS ▇▇▇▇▇▇▇▇▇’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. Microsoft OEM Windows Mobile Distribution Agreement #***-1 dated November 01, 2009 between MS and BSQUARE CORPORATION (MOBILITY - AMERICAS) Confidential treatment has been requested for portions of this agreement. This agreement omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.
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MS Affiliate. Some provisions in this Agreement include Company’s covenants and obligations to MS and MS Affiliates. Some provisions are for the benefit of MS and MS Affiliates. Company acknowledges and agrees that each MS Affiliate is entitled to its own right to require due performance by Company. To the extent necessary to establish an MS Affiliate’s rights and benefits, MS enters into this Agreement, not only in its own right, but also as an agent for each such MS Affiliate. MS may offer an OEM Volume Royalty Program (“OVRP”). The OVRP enables Company to offer a *** royalty (“OVRP royalty rate”) to OEM Customers that commit to distributing a specified high volume of Licensed Products (“OVRP Customer”) installed on a registered design over a *** period (“OVR Project”). Company may qualify to participate in the OVRP as described in the OVRP Guidelines on ECE and by registering OVR Projects in the Design Registration Online Tool and OVRP tool in MOO. Company and OVRP Customer can participate in the OVRP provided that: i. Company has a valid Microsoft OEM Distribution Agreement For Software Products For Embedded Systems, and Microsoft OEM Distribution Agreement for Software Products for Embedded Systems, # *** dated July 1, 2008 between MS and B SQUARE CORPORATION *** Confidential treatment requested ii. OVRP Customer has a valid CLA in place.
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Related to MS Affiliate

  • Affiliate As used in this Agreement, the term “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, Company.

  • Affiliated Company Affiliated Company" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Affiliate or Affiliated With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.