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Misc. Software Distribution Agreements

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$35	Preview Full Doc	2003	Software Marketing and Distribution Agreement Software Marketing and Distribution Agreement (13K) Doc #108516: Click preview link for longer preview. NON-TERMINATION AGREEMENT REGARDING THE CLEARING 21 (r) SOFTWARE MARKETING AND DISTRIBUTION AGREEMENT RESTATEMENT EFFECTIVE JANUARY 30, 2001 BETWEEN: EURONEXT PARIS, S.A., a corporation organized and existing under the laws of the Republic of France with a stated capital of 130 332 568 Euros and having its principal office at 39, rue Cambon 75001 Paris, FRANCE, registered with the Trade Registry of PARIS under N^o B 343 406 732 ("EURONEXT") AND CHICAGO MERCANTILE EXCHANGE INC., a corporation organized under the laws of the State of Delaware and having its principal office at 30 South Wacker Drive, Chicago, Illinois 60606 ("CME") AND NEW YORK MERCANTILE EXCHANGE, INC., a New York Corporation having an office at One North End Avenue, World Financial Center, New York, New York 10281-1101, USA ("NYMEX"). RECITALS: WHEREAS, EURONEXT, CME, and NYMEX have entered into a Clearing 21 (r) Software Marketing and Distribution Agreement (Restatement effective as of January 30, 2001) (the "Remarketing Agreement") pursuant to which EURONEXT may, under certain conditions, promote, market and license the CLEARING 21 Base Product and Derivative Works to Prospective Users. WHEREAS, pursuant to Section 8.2 of the Remarketing Agreement, the initial term of the Remarketing Agreement shall continue ***. WHEREAS, further pursuant to Section 8.2 of the Remarketing Agreement, the Remarketing Agreement was to be renewed automatically for successive terms of three years unless, not later than twelve (12) months prior to the expiration of the initial term or any successive term, CME and NYMEX jointly notify EURONEXT of their intentions to terminate the Remarketing Agreement or EURONEXT notifies CME and NYMEX of its intentions to terminate the Remarketing Agreement. WHEREAS, *. WHEREAS, EURONEXT wishes to obtain assurances from CME and NYMEX that they will not terminate the Remarketing Agreement *. WHEREAS, EURONEXT, CME and NYMEX wish to amend Section 8.2 of the Remarketing Agreement, subject to the specific terms set forth herein and in accordance with the terms of the Remarketing Agreement that are not significantly amended by this Agreement, to amend the duration and termination timeline for successive terms of the Remarketing Agreement. NOW THEREFORE, in exchange for ten (10) US dollars and in consideration of the premises and the mutual promises and agreements herein expressed, the parties hereto agree as follows: ARTICLE 1-TERMINATION PROVISIONS 1.1. CME, EURONEXT, and NYMEX agree that the second and third sentences of Section 8.2** (Term; Renewal) of the Remarketing Agreement are hereby deleted and replaced with the following sentences: 108516	Chicago Chicago Mercantile Exchange Inc. ( Investment Services ) As referenced in this Software Marketing and Distribution Agreement: CHICAGO MERCANTILE EXCHANGE INC – office at 39, rue Cambon 75001 Paris, FRANCE, registered with the Trade Registry of PARIS under No B 343 406 732 ("EURONEXT") AND CHICAGO MERCANTILE EXCHANGE INC ., a corporation organized under the laws of the State of Delaware and having its principal office at 30 South Wacker Drive, Chicago, _____________ CHICAGO MERCANTILE EXCHANGE INC – provision as closely as possible. IN WITNESS WHEREOF, CME, NYMEX and EURONEXT have executed this Agreement effective this 26 day of December 2002. CHICAGO MERCANTILE EXCHANGE INC . /s/ Craig S. Donohue By: Mr. Craig S. Donohue Title: Executive Vice-President and Chief Administrative Officer EURONEXT PARIS, S.A. /s/ _____________ CHICAGO MERCANTILE EXCHANGE INC – office 39, rue Cambon 75001 Paris, FRANCE, registered with the Trade Registry of PARIS under No B 343 406 732 (the "Licensee") AND CHICAGO MERCANTILE EXCHANGE INC ., a corporation organized under the laws of the State of Delaware and having its principal office situated at 30 South Wacker Drive, _____________ CHICAGO MERCANTILE EXCHANGE INC – Jean-Franois Thodore By: Mr. Jean-Franois Thodore Title: Chairman and Chief Executive Officer For Jean-Franois Thodore Patrick Stephan Executive Director, Legal CHICAGO MERCANTILE EXCHANGE INC . /s/ Craig S. Donohue By: Mr. Craig S. Donohue Title: Executive Vice-President and Chief Administrative Officer NEW YORK MERCANTILE EXCHANGE, INC. / _____________ dt 232061 ; Euronext Paris, S.A.;	Chicago Mercantile Exchange Holdings Inc.
$36	Preview Full Doc	2000	Third Party Software Distribution Agreement Third Party Software Distribution Agreement (89K) Doc #140310: Click preview link for longer preview. COMPAQ COMPUTER CORPORATION THIRD PARTY SOFTWARE DISTRIBUTION AGREEMENT Agreement made this twenty sixth day of July, 2000 by and between Compaq Computer Corporation, and its subsidiaries worldwide (hereinafter referred to as COMPAQ) and Engage, Inc., with offices at 100 Brickstone Square Andover, MA 01810 (hereinafter referred to as SUPPLIER). Whereas, SUPPLIER has developed or has the right to market and license the use of certain software technology, products and the related documentation (hereinafter "Software") as specified in the attached Schedule A - SUPPLIER Product Listing; and Whereas, SUPPLIER desires that COMPAQ market and distribute the Software on a worldwide basis ; and Whereas, COMPAQ desires to market and distribute the Software; The parties hereto, in exchange for mutual consideration, sufficiency of which is hereby acknowledged, agree that the terms of this Agreement and all attached Schedules, Attachments and Addenda (hereinafter "Agreement"), will govern the providing of the Software by SUPPLIER to COMPAQ, and the marketing and distribution of the Software by COMPAQ. This Agreement is not a requirements contract and does not obligate COMPAQ to purchase, resell or distribute the Software, but only establishes the terms and conditions for such purchase, resale or distribution if it occurs. 1. LICENSE 1.1 SUPPLIER grants to COMPAQ a worldwide, nonexclusive, royalty free license for COMPAQ, its employees and agents to execute the Software and load, copy or transmit the Software in whole or in part, solely for purposes of internal development and customer evaluation, training, marketing and promotional activities. 1.2 SUPPLIER hereby grants to COMPAQ the nonexclusive right to market and distribute the Software on a worldwide basis pursuant to the terms of SUPPLIER's applicable "break the seal" end user license agreement as provided by SUPPLIER with the Software, a copy of the current version of which is attached hereto as Schedule E. 1.3 COMPAQ may copy and use internally, on a no charge basis, SUPPLIER's training materials for the Software. 1.4 COMPAQ may copy and use internally and externally, on a no charge basis, SUPPLIER's marketing and promotional materials for the Software. 1.5 All rights not expressly granted are reserved; there are no implied rights. 2.0 PURCHASING AND DELIVERY REQUIREMENTS 2.1 COMPAQ shall authorize shipments of the Software by issuing telex, facsimile, telephonic or electronic orders, or its then current written purchase order form ("Purchase Order"). TIME AND RATE OF SHIPMENT ARE OF THE ESSENCE FOR ALL PURCHASES MADE UNDER 140310	Engage Engage, Inc. ( Advertising ) As referenced in this Third Party Software Distribution Agreement: Engage, Inc – this twenty sixth day of July, 2000 by and between Compaq Computer Corporation, and its subsidiaries worldwide (hereinafter referred to as COMPAQ) and Engage, Inc ., with offices at 100 Brickstone Square Andover, MA 01810 (hereinafter referred to as SUPPLIER). Whereas, SUPPLIER has developed or has the right _____________ Engage Inc – copy to: Compaq Computer Corporation 40 Old Bolton Road Stow, MA 01775 Attn: Compaq Services - Professional Services Legal Counsel and to SUPPLIER at: Engage Inc . 100 Brickstone Square Andover, MA 01810 Attn: Mike Baker, General Counsel All notices shall be sent by registered or certified mail, postage _____________ ENGAGE, INC – all communications and understandings between the parties relating to the subject matter of the Agreement. COMPAQ CONFIDENTIAL 5 {PAGE} 6 COMPAQ COMPUTER CORPORATION ENGAGE, INC . /s/ Jeffrey M. Lynn /s/ Michael Baker ------------------------------- -------------------------------- Authorized Signature Authorized Signature Jeffrey M. Lynn Michael Baker Name Name V.P. and General _____________ Engage, Inc – of a corporation or other entity ("You"), agree with Engage to the terms and conditions set forth in the this Agreement. "Engage" means Engage, Inc . and its affiliates. (b) DEFINITIONS. Defined terms in this Agreement are capitalized and have the meanings indicated in the Appendix attached hereto. ( _____________ ENGAGE, INC – NO EVENT SHALL ENGAGE OR ITS SUPPLIERS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE PERFORMANCE OF THIS AGREEMENT ON BEHALF OF ENGAGE, INC LUDING ITS EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, OR SUBCONTRACTORS, BE LIABLE FOR ANY (A) DAMAGES CAUSED BY CUSTOMER'S FAILURE TO PERFORM ITS OBLIGATIONS _____________ dt 182085 ;	Compaq Computer Corporation
$38	Preview Full Doc	1998	Freeware and Demonstration Software Distribution Agreement Freeware and Demonstration Software Distribution Agreement (24K) Doc #140339: Click preview link for longer preview. FREEWARE AND DEMONSTRATION SO DISTRIBUTION AGREEMENT (FOR ISP) (LIMITED) THIS FREEWARE AND DEMONSTRATION SOFTWARE DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of June 19th, 1998 by and between QUALCOMM Incorporated, a Delaware corporation ("QUALCOMM"), with its principal place of business located at 6455 Lusk Boulevard, San Diego, California 92121-2779, and CNM, Inc. ("DISTRIBUTOR"), with regard to the following facts: WHEREAS, QUALCOMM makes available to the public a freeware version of Eudora Software Products under the name EUDORA LIGHT-Registered Trademark- and a 30-Day Demonstration Copy of Eudora Pro with the understanding that the same are not fully supported by QUALCOMM and subject to the requirement that the same shall not be sold or redistributed on a commercial basis by third parties except as specifically permitted in writing by QUALCOMM; and WHEREAS, DISTRIBUTOR is engaged in the business described on Exhibit "A" and wishes to obtain the right from QUALCOMM to distribute the current version(s) of Eudora Light and/or the 30-Day Demonstration Copy of Eudora Pro, as listed on Exhibit "A." NOW, THEREFORE,, in consideration of the promises set forth herein and intending to be legally bound, the parties agree as follows: 1. DEFINITIONS. 1.1 Light Software. As used herein, the term "Light Software" shall mean the current version of the officially released versions of Eudora Light electronic mail software for the Macintosh and Windows platforms. If this Agreement includes the right to perform a Translation (as provided in Section 13 hereof), or if the right to use a translation other than the officially released English language version described above is specified in Exhibit A attached hereto and approved by QUALCOMM, such Translation or other translated version shall be included in the definition of "Light Software" herein. 1.2 30-Day Demonstration Copy of Eudora Pro. As used herein, the term "30-Day Demo" shall mean the current version of the officially released time-expiring versions of Eudora Pro electronic mail software for the Macintosh and Windows platforms. 2. RIGHT TO DISTRIBUTE LIGHT SOFTWARE. QUALCOMM hereby grants to DISTRIBUTOR the nonexclusive right to distribute the Light Software and the related documentation to its customers in the manner described on Exhibit "A," subject to the provisions of this Agreement and during the term hereof. No right to use or distribute any version of Eudora electronic mail software other than as described in Section I hereof or of any other product or publication of QUALCOMM is granted hereby, and DISTRIBUTOR shall not engage in any such use or distribution. 3. RIGHT TO DISTRIBUTE COPIES OF EUDORA DEMONSTRATION PRODUCTS. QUALCOMM hereby grants to DISTRIBUTOR the nonexclusive right to distribute for demonstration and evaluation purposes the 30-Day Demo and the related documentation to its customers in the manner described in Exhibit A' subject to the provisions of this Agreement and the 30-Day Demo user license agreement during the term hereof. 4. TRADEMARK. DISTRIBUTOR shall have the right and obligation to use the trademark ""EUDORA LIGHT-Registered Trademark-" at all times when referring to the Light Software, including but not limited to documentation, packaging, advertising and marketing materials, etc. The trademark ""Eudora"" cannot be used by itself nor can any other prefix or suffix be added to "Eudora" when referring to the Light Software or the 30-Day Demo. 140339	Qualcomm Incorporated;	Consumer Net Marketplace Inc.