Common use of Delivery of InterTrust Technology Clause in Contracts

Delivery of InterTrust Technology. Subject to the terms of this --------------------------------- Agreement, InterTrust shall make available to SSG such InterTrust Technology as set forth on Exhibit B hereto (as such Exhibit may be amended by InterTrust from time to time pursuant to this Agreement). Such InterTrust Technology may employ or may operate with one or more technologies that may not be proprietary to InterTrust but are included within the Licensed Rights as specified by InterTrust, in its sole discretion, on Exhibit B (the "InterTrust Technology --------------------- Products"). InterTrust Technology as made available hereunder will contain the -------- SDK 1.0, with the functionality ascribed thereto, as set forth on Exhibit B. InterTrust's initial estimated schedule for the InterTrust Technology Products is set forth on Exhibit B and SSG recognizes that such schedule may change in the future. SSG acknowledges and agrees that Clearinghouse Prototype Components and Sample Applications (as each are defined in Exhibit B) that may be provided to SSG as part of InterTrust Technology are not designed, intended or warranted by InterTrust in any manner for commercial use. For a period of [*] ([*]) years after the Effective Date and pursuant to the terms and conditions of this Agreement, InterTrust will make available to SSG all update and upgrade releases as well as product reconfigurations and modifications to the InterTrust Technology that InterTrust develops from time to time and makes generally available to its Core Partners and shall, with respect to such update and upgrade releases, product ---------- * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. reconfigurations and modifications [*]; provided that SSG shall be entitled to -------- ---- such [*] as set forth in this Section 3.2(a) or elsewhere herein, only where SSG, SOFTBANK, and any SOFTBANK Affiliate: (i) to the extent SSG, SOFTBANK, or any SOFTBANK Affiliate perform any transaction clearing services, perform such clearing services primarily for transactions related to and/or derived from use of SSG Products or otherwise as set forth in Section 5.1(b); and (ii) refrain from (a) developing, promoting, or acquiring any technology directly competitive with InterTrust Special Advanced Technologies (as defined in Exhibit F hereto) or InterTrust Secure Container technology (the "Competitive Technology"); and ---------------------- (b) licensing Competitive Technology, other than as necessary for SSG clearing transactions as limited under subparagraph (i) above.

Delivery of InterTrust Technology. Subject to the terms of this --------------------------------- Agreement, InterTrust shall make available to SSG such InterTrust Technology as set forth on Exhibit B hereto (as such Exhibit may be amended by InterTrust from time to time pursuant to this Agreement). Such InterTrust Technology may employ or may operate with one or more technologies that may not be proprietary to InterTrust but are included within the Licensed Rights as specified by InterTrust, in its sole discretion, on Exhibit B (the "InterTrust Technology --------------------- Products"). InterTrust Technology as made available hereunder will contain the -------- SDK 1.0, with the functionality ascribed thereto, as set forth on Exhibit B. InterTrust's initial estimated schedule for the InterTrust Technology Products is set forth on Exhibit B and SSG recognizes that such schedule may change in the future. SSG acknowledges and agrees that Clearinghouse Prototype Components and Sample Applications (as each are defined in Exhibit B) that may be provided to SSG as part of InterTrust Technology are not designed, intended or warranted by InterTrust in any manner for commercial use. For a period of [*] ([*]) years after the Effective Date and pursuant to the terms and conditions of this Agreement, InterTrust will make available to SSG all update and upgrade releases as well as product reconfigurations and modifications to the InterTrust Technology that InterTrust develops from time to time and makes generally available to its Core Partners and shall, with respect to such update and upgrade releases, product ---------- * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. reconfigurations and modifications modifications, [*]; provided that SSG shall be entitled to -------- ---- such [*] as set forth in this Section 3.2(a) or elsewhere herein, only where SSG, SOFTBANK, and any SOFTBANK Affiliate: (i) to the extent SSG, SOFTBANK, or any SOFTBANK Affiliate perform any transaction clearing services, perform such clearing services primarily for transactions related to and/or derived from use of SSG Products or otherwise as set forth in Section 5.1(b); and (ii) refrain from (a) developing, promoting, or acquiring any technology directly competitive with InterTrust Special Advanced Technologies (as defined in Exhibit F hereto) or InterTrust Secure Container technology (the "Competitive Technology"); and ---------------------- (b) licensing Competitive Technology, other than as necessary for SSG clearing transactions as limited under subparagraph (i) above.