Common use of License Grant and Limitations Clause in Contracts

License Grant and Limitations. (a) Subject to all terms and conditions of this Agreement, MS grants to DISTRIBUTOR a non-exclusive, limited license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, Third Party Installers, and Virtual Warehouses, and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shall: (i) order and acquire from an AR or MS Affiliate only Licensed Products listed on the Product Viewer Tool; (ii) if MS has removed a Licensed Product from the Product Viewer Tool, only continue to distribute the Licensed Product until the earlier of: (A) DISTRIBUTOR's inventory of the Licensed Product is exhausted; (B) a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or (C) termination or expiration of this Agreement; (iii) accept orders from OEM Customers, MS approved Third Party Installers, and third party procurement companies; (iv) distribute the Licensed Product in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companies; (v) not modify or delete the contents or packaging of the Licensed Product; (vi) track the COA serial numbers distributed to OEM Customers, Third Party Installers, and Virtual Warehouses and submit such information to MS upon request; (vii) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that can be shown to the reasonable satisfaction of MS to have been destroyed due to a Force Majeure event; and (viii) order and acquire from an AR on behalf of OEM Customers, and deliver to such OEM Customer, Recovery Images and Update Images that are based on Licensed Products listed on the then current Royalty Rate List. (b) DISTRIBUTOR shall not provide to OEM Customer any document, information or contractual provisions that contradict, conflict with or purport to supersede the terms and conditions of the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customer. (c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS Distributor set forth in the Royalty Rate List. (d) DISTRIBUTOR shall perform the following steps for each potential OEM Customer as a function of its role in the licensing process. DISTRIBUTOR shall: (i) ensure that it uses the most current forms of the OEM Customer Agreement and any Additional Rights Agreement(s) made available by MS to provide additional rights to the OEM Customer; (ii) notify each potential OEM Customer that only an authorized signatory of the prospective OEM Customer may execute the OEM Customer Agreement, or any Additional Rights Agreement; (iii) provide the OEM Customer a courtesy copy of all Additional Licensing Provisions for OEM Customer as posted on ECE before the OEM Customer first acquires any Licensed Product; (iv) verify that (A) the information provided by the potential OEM Customer is complete and correct, (B) no changes or alterations have been made to the OEM Customer Agreement or any Additional Rights Agreement, and (C) each such agreement has been properly completed and executed by an authorized representative of the potential OEM Customer; (v) comply with the instructions regarding Additional Rights Agreement(s) described in the Resource Guide if the OEM Customer requests Additional Rights Agreement(s) from DISTRIBUTOR; (vi) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Resource Guide; (vii) provide Supplemental Code on external media as received from an AR and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the applicable Supplemental Code letter from MS; and (viii) at the end of each business week, express mail to MS both OEM Customer-signed originals of the OEM Customer

License Grant and Limitations. (a) Subject to all terms and conditions of this License Agreement, MS grants to DISTRIBUTOR COMPANY, a non-exclusive, limited limited, world-wide license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, Third Party Installers, and Virtual Warehouses, and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shallto: (i) order and acquire from use the OAK on COMPANY premises in accordance with the instructions contained in the OAK for the following limited purposes: (A) creating an AR or MS Affiliate only OEM abstraction layer for the Licensed Products listed Product on the Devices; (B) testing the Devices; (C) creating device drivers for the Devices; and (D) designing and developing COMPANY Applications. (ii) distribute the OAK’s “redistributable files” in object code form only with COMPANY Applications, provided that: (A) COMPANY Applications are designed to operate with the Licensed Product Viewer Tooland are compatible with the applicable Licensed Product application programming interfaces (“APIs”) and protocols; (B) COMPANY includes MS’ or MSCORP’s copyright notices for the Licensed Product(s) on the disk label and/or on the title page of the documentation for COMPANY Applications; and (C) COMPANY hereby indemnifies, holds harmless, and defends MS and its Suppliers from and against any third party claims or lawsuits, including attorneys’ fees, that arise or result from the use or distribution of COMPANY Applications subject to the following: (i) MS shall promptly notify COMPANY in writing of such claim; (ii) if MS has removed a Licensed Product from COMPANY shall have sole control over the Product Viewer Tool, only continue defense and/or settlement of such claim subject to distribute the Licensed Product until the earlier of:Section 2(a)(ii)(C)(iii)-(v) (Aiii) DISTRIBUTOR's inventory MS shall provide COMPANY with reasonable assistance in the defense of the claim; (iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS’s or MSCORP’s sole expense; and (v) COMPANY shall not consent to the entry of any judgment orany settlement that materially affects the rights and interests of MS or MSCORP without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld. (iii) install one (1) copy of the Licensed Product is exhausted; Binaries as part of the Image on a Memory Medium and place one (B1) Memory Medium into a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or (C) termination or expiration of this Agreement; (iii) accept orders from OEM Customers, MS approved Third Party Installers, and third party procurement companiesDevice; (iv) distribute the one (1) copy of Licensed Product Binaries as part of the Image in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companiesDevice; (v) not modify or delete the contents or packaging distribute one (1) copy of the Licensed Product;▇▇▇▇, APM and End User Documentation with the Device; and (vi) track sublicense the COA serial numbers distributed Image to OEM Customersthe licensed end user by means of the ▇▇▇▇. For clarification, Third Party InstallersCOMPANY’s non-exclusive, limited, world-wide license includes use by (1) COMPANY employees in the scope of their employment with COMPANY; and Virtual Warehouses (2) individuals under COMPANY’s direct supervision and submit control who are engaged to perform such information services pursuant to MS upon request; (vii) maintain a level of security contract that includes appropriate non-disclosure and other covenants sufficient to prevent loss or unauthorized distribution of Licensed Product satisfy COMPANY’s obligations under this License Agreement (including COAs and other APM“Contractors”). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that can be shown to the reasonable satisfaction of MS to have been destroyed due to a Force Majeure event; and (viii) order and acquire from an AR on behalf of OEM Customers, and deliver to such OEM Customer, Recovery Images and Update Images that are based on Licensed Products listed on the then current Royalty Rate List. (b) DISTRIBUTOR shall COMPANY’s license to any of the Licensed Products (or any intellectual property of MS or its Suppliers associated therewith) does not provide include any license, right, power or authority to OEM Customer subject the Licensed Product software or derivative works thereof in whole or in part to any documentterms of an Excluded License. By way of example, information COMPANY does not have any license, right, power or contractual provisions authority to (A) create derivative works of the Licensed Product software in any manner that contradict, conflict with would cause the Licensed Product or purport derivative works thereof in whole or in part to supersede become subject to any of the terms and conditions of an Excluded License; or (B) distribute the Licensed Product software or derivative works thereof in any manner that would cause the Licensed Product software or derivative works thereof in whole or in part to become subject to any of the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customerterms of an Excluded License. (c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS Distributor set forth in the Royalty Rate List.[Intentionally Left Blank] (d) DISTRIBUTOR COMPANY shall perform configure the following steps for each potential OEM Customer as a function of its role in Image to ensure that it executes solely on the licensing process. DISTRIBUTOR shall:applicable Device and will not function, download or install on any equipment or system other than the Device. (e) (i) ensure that it uses COMPANY shall (A) permanently affix a COA to an accessible location on each Device or COMPANY Companion CD, and (B) distribute the most current forms of the OEM Customer Agreement and any Additional Rights Agreement(s) made available by MS to provide additional rights to the OEM Customer;remaining APM with each Device. (ii) notify each potential OEM Customer that only an authorized signatory of the prospective OEM Customer may execute the OEM Customer AgreementCOMPANY shall not (A) make APM available through any other means or channel, or (B) sell, give, or otherwise transfer APM to any Additional Rights Agreement;third party. (iii) provide COMPANY shall distribute the OEM Customer ▇▇▇▇ (A) in a courtesy copy manner that is intended to form a contract binding the end user to the ▇▇▇▇ terms under applicable law and in a manner consistent with the manner of all Additional Licensing Provisions distribution used by COMPANY for OEM Customer as posted any other legally effective terms imposed by COMPANY on ECE before the OEM Customer first acquires any Licensed Product;end user of the Devices, and (B) with each Device. (iv) verify that (A) In addition to distributing the information provided by End User Documentation with the potential OEM Customer is complete and correctDevice, (B) no changes or alterations have been made COMPANY may make the End User Documentation separately available to the OEM Customer Agreement or any Additional Rights Agreement, and (C) each such agreement has been properly completed and executed by an authorized representative of the potential OEM Customer; (v) comply with the instructions regarding Additional Rights Agreement(s) described in the Resource Guide if the OEM Customer requests Additional Rights Agreement(s) from DISTRIBUTOR; (vi) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Resource Guide; (vii) provide Supplemental Code on external media as received from an AR and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the applicable Supplemental Code letter from MS; and (viii) at the end of each business week, express mail to MS both OEM Customer-signed originals of the OEM Customerusers.

License Grant and Limitations. (a) Subject to all terms and conditions of this Agreement, MS grants to DISTRIBUTOR a non-exclusive, limited license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, and Third Party Installers, Installers (solely upon OEM Customer's request and Virtual Warehousesafter DISTRIBUTOR's receipt and review of a copy of MS' letter to such OEM Customer approving the applicable Third Party Installer), and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shall: (i) order and acquire from an AR or MS Affiliate only Licensed Products listed on the Product Viewer Toolthen current Royalty Rate List; (ii) if MS has removed a Licensed Product from the Product Viewer Toolthen current Royalty Rate List, only continue to distribute the Licensed Product until the earlier of: (A) DISTRIBUTOR's inventory of the Licensed Product is exhausted; (B) a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or (C) termination cancellation or expiration of this AgreementAgreement (including any extensions or successor agreements); (iii) accept orders from OEM Customers, MS approved Third Party Installers, and third party procurement companies; (iv) distribute the Licensed Product in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companiesMS; (viv) not modify or delete the contents or packaging of the Licensed Product; (viv) track the COA serial numbers distributed to OEM Customers, Customers and Third Party Installers, and Virtual Warehouses and submit such information to MS upon request; (viivi) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that which can be shown to the reasonable resonable satisfaction of MS to have been destroyed due by DISTRIBUTOR or lost to a Force Majeure eventfire, flood or equivalent; and (viiivii) order and acquire from an AR on behalf of OEM Customers, and deliver to such OEM Customer, Recovery Images and Update Images that are based on Licensed Products listed on the then current Royalty Rate List. (b) DISTRIBUTOR shall not provide to OEM Customer any document, information or contractual provisions that contradict, conflict with or purport to supersede the terms and conditions of the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customer. (c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS Distributor set forth in the Royalty Rate List. (d) DISTRIBUTOR shall perform the following steps for each potential OEM Customer as a function of its role in the licensing process. DISTRIBUTOR shall: (i) ensure that it uses the most current forms of the OEM Customer Agreement and any Additional Rights Agreement(s) made available by MS to provide additional rights to the OEM Customer; (ii) notify advise each potential OEM Customer that only an authorized signatory of the prospective OEM Customer may execute the OEM Customer Agreement, or any Additional Rights Agreement; (iii) provide the OEM Customer a courtesy copy of all the Additional Licensing Provisions for OEM Customer as posted on ECE before for the Licensed Product when the OEM Customer first acquires any such Licensed Product; (iv) provide the location of the OEM Customer ECE to an OEM Customer; (v) verify that (A) the information provided by the potential OEM Customer is complete and correct, (B) no changes or alterations have been made to the OEM Customer Agreement or any Additional Rights Agreement, and (C) each such agreement has been properly completed and executed by an authorized representative of the potential OEM Customer; (vvi) comply with the instructions regarding Additional Rights Agreement(s) described in on the Resource Guide ECE if the OEM Customer requests Additional Rights Agreement(s) from DISTRIBUTOR; (vivii) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Resource GuideMedia Packaging Guidelines; (viiviii) provide Supplemental Code on external media as received from an AR and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the applicable then current Royalty Rate List and/or a Supplemental Code letter from MS; and; (viiiix) at the end of each business week, express mail to MS both OEM Customer-signed originals of the OEM Customer Agreements and any Additional Rights returned to DISTRIBUTOR, provided that each such OEM Customer is located in the Territory; (x) upon notice from MS that an OEM Customer Agreement executed by a potential OEM Customer is unacceptable, immediately discontinue distribution of Licensed Product(s) to such potential OEM Customer and make reasonably commercial efforts to retrieve any Licensed Products(s) previously distributed to the potential OEM Customer; (xi) notify MS within ten (10) days of any change regarding the OEM Customer's information. (e) MS agrees that between the time DISTRIBUTOR obtains the OEM Customer's signature on the OEM Customer Agreement and such date as MS countersigns (i) DISTRIBUTOR may ship Licensed Product(s) to the OEM Customer and (ii) as between MS and DISTRIBUTOR, the OEM Customer Agreement shall be deemed countersigned by MS. (f) DISTRIBUTOR shall instruct each OEM Customer that the OEM Customer may only distribute Licensed Product(s)(including APM): (i) with the OEM Customer's Embedded Systems; (ii) which OEM Customer obtained directly from an MS-authorized distributor; and (iii) in accordance with the OEM Customer Agreement. Microsoft OEM Distribution Agreement for Software Products for Embedded Systems, # * dated October 1, 2004 between MS and B SQUARE CORPORATION * Confidential Treatment Requested (g) DISTRIBUTOR shall not remove or obscure any copyright, trademark or patent notices that appear on the Licensed Product as delivered to DISTRIBUTOR. (h) DISTRIBUTOR shall not use any name or trademark confusingly similar to or undertake any other action that will interfere with or diminish MS or MSCORP right, title or interest in, any Licensed Product trademark(s) or trade name(s), and will comply with reasonable guidelines provided by MSCORP from time to time for reference to, and use of, such Licensed Product ▇▇▇▇(s) or name(s). (i) (i) DISTRIBUTOR shall not use or display any logo of MS or its Suppliers (including without limitation any stylized representation of the Microsoft name used by MS or MSCORP) in DISTRIBUTOR's materials or packaging unless authorized in a logo license between DISTRIBUTOR and MS or its Suppliers.

License Grant and Limitations. (a) Subject to all terms and conditions of this Agreement, MS grants to DISTRIBUTOR a non-exclusive, limited license to distribute Licensed Product(s) Product into or within the Territory only to OEM Customers, Third Party Installers, and Virtual Warehouses, Customers and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shall: (i) order and acquire from an AR or MS Affiliate only Licensed Products listed on the Product Viewer Toolthen current Royalty Rate List; (ii) if MS has removed a Licensed Product from the Product Viewer Toolthen current Royalty Rate List, only continue to distribute the Licensed Product until the earlier of: (A) DISTRIBUTOR's inventory of the Licensed Product is exhausted; (B) a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or (C) termination cancellation or expiration of this AgreementAgreement (including any extensions or successor agreements); (iii) accept orders from OEM Customers, MS approved Third Party Installers, and third party procurement companies; (iv) distribute the Licensed Product in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companiesMS; (viv) not modify or delete the contents or packaging of the Licensed Product; (viv) track the COA serial numbers distributed to OEM Customers, Third Party Installers, and Virtual Warehouses ; and submit such information to MS upon request; (viivi) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that which can be shown to the reasonable satisfaction of MS to have been destroyed due by DISTRIBUTOR or lost to a Force Majeure eventfire, flood or equivalent; and (viiivii) order and acquire from an AR on behalf of OEM Customers, and deliver to such OEM Customer, Recovery Images and Update Images that are based on Licensed Products listed on the then current Royalty Rate List. (b) DISTRIBUTOR shall not provide to OEM Customer any document, information or contractual provisions that contradict, conflict with or purport to supersede the terms and conditions of the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customer. (c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS Distributor set forth in the Royalty Rate List. (d) DISTRIBUTOR shall perform the following steps for each potential OEM Customer as a function of its role in the licensing process. DISTRIBUTOR shall: (i) ensure that it uses the most current forms of the OEM Customer Agreement and any Additional Rights Agreement(s) made available by MS to provide additional rights Additional Rights to the OEM Customer; (ii) notify advise each potential OEM Customer that only an authorized signatory of the prospective potential OEM Customer may execute the OEM Customer Agreement, or any Additional Rights Agreement; (iii) at the OEM Customer's request, provide the OEM Customer a courtesy copy of all the Additional Licensing Provisions for OEM Customer as posted on ECE before for the OEM Customer first acquires any Licensed Product; (iv) provide the location of the Embedded Systems Web Site to an OEM Customer; (v) verify that (A) the information provided by the potential OEM Customer is complete and correct, (B) no changes or alterations have been made to the OEM Customer Agreement or any Additional Rights Agreement, and (C) each such agreement has been properly completed and executed by an authorized representative of the potential OEM Customer; (vvi) comply with the instructions regarding Additional Rights Agreement(s) described in Agreements on the Resource Guide Embedded Systems Web Site if the OEM Customer requests Additional Rights Agreement(s) Agreements from DISTRIBUTOR; (vivii) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Resource Guide;Media Packaging Guidelines (viiviii) provide Supplemental Code on external media as received from an AR and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the applicable then current Royalty Rate List and/or a Supplemental Code letter from MS; and; (viiiix) at the end of each business week, express mail to MS both OEM Customer-signed originals copies of the OEM Customer Agreement, and any Additional Rights Agreements executed by each potential OEM Customer; (x) upon notice from MS that an OEM Customer Agreement executed by a potential OEM Customer is unacceptable, immediately discontinue distribution of Licensed Product to such potential OEM Customer and make reasonably commercial efforts to retrieve any Licensed Product previously distributed to the potential OEM Customer; (xi) notify MS within ten (10) days of any change regarding the OEM Customer's information. (e) MS agrees that between the time DISTRIBUTOR obtains the OEM Customer's signature on the OEM Customer Agreement and such date as MS countersigns (i) DISTRIBUTOR may ship Licensed Product to the OEM Customer and (ii) as between MS and DISTRIBUTOR, the OEM Customer Agreement shall be deemed countersigned by MS. (f) DISTRIBUTOR shall instruct each OEM Customer that the OEM Customer may only distribute Licensed Product (including APM): (i) with the OEM Customer's Embedded Systems; (ii) which OEM Customer obtained directly from an MS- authorized distributor; and (iii) in accordance with the OEM Customer Agreement. (g) DISTRIBUTOR shall not remove or obscure any copyright, trademark or patent notices that appear on the Licensed Product as delivered to DISTRIBUTOR. (h) DISTRIBUTOR shall not use any name or trademark confusingly similar to or undertake any other action that will interfere with or diminish MS or MSCORP right, title or interest in, any Licensed Product trademark(s) or trade name(s), and will comply with reasonable guidelines provided by MSCORP from time to time for reference to, and use of, such Licensed Product ▇▇▇▇(s) or name(s). (i) (i) DISTRIBUTOR shall not use or display any logo of MS or its Suppliers (including without limitation any stylized representation of the Microsoft name used by MS or MSCORP) in

License Grant and Limitations. (a) Subject If COMPANY is creating a Final Product, then subject to all terms and conditions of this Agreement, MS grants to DISTRIBUTOR COMPANY a non-exclusive, limited non-transferable, world-wide license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, Third Party Installers, and Virtual Warehouses, and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shallto: (i) order reproduce, install and acquire from an AR test the Licensed Technology Binaries on or MS Affiliate only Licensed Products listed on the Product Viewer Toolinto Final Product(s); (ii) if MS has removed engage a Licensed Product from third party installer to perform on behalf of COMPANY the Product Viewer Tool, only continue to distribute the Licensed Product until the earlier of: (A) DISTRIBUTOR's inventory of the Licensed Product is exhausted; (B) a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or (C) termination or expiration of this Agreementactions described in Section 2(a)(i); (iii) accept orders obtain the Licensed Technology Binaries on, in or with an Interim Product from OEM Customersan Interim Product Provider and reproduce and install such Licensed Technology Binaries on or into a Final Product; and (iv) distribute to end users, directly or through COMPANY’s distributors, resellers, dealers and others in its distribution channels (each a “Channel Entity”), the Licensed Technology Binaries as an integrated part of a Final Product for further distribution by such Channel Entities to End Users and use by such End Users. (b) If COMPANY is creating an Interim Product, then subject to all terms and conditions of this Agreement, MS approved Third Party Installersgrants to COMPANY a non-exclusive, world-wide royalty-free, license to: (i) reproduce, install and test the Licensed Technology Binaries on or into Interim Product(s); (ii) engage a third party procurement companiesinstaller to perform on behalf of COMPANY the actions described in Section 2(b)(i); (iii) obtain the Licensed Technology Binaries on, in or with an Interim Product from an Interim Product Provider and reproduce and install such Licensed Technology Binaries on, into or with an Interim Product; (iv) distribute Interim Products to Authorized OEMs solely for installation and distribution in Final Products, under such business terms negotiated between Authorized OEMs and COMPANY which are not inconsistent with the Licensed Product in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companies;terms of this Agreement; and (v) not modify or delete the contents or packaging of distribute the Licensed Product; (vi) track the COA serial numbers distributed Technology Binaries to OEM Customers, Third Party Installers, and Virtual Warehouses and submit such information Channel Entities as part of an Interim Product solely for further distribution to MS upon request; (vii) maintain a level of security sufficient Authorized OEMs; provided COMPANY agrees to prevent loss or be liable for any unauthorized distribution of Licensed Product by any Channel Entity (including COAs and other APM). In the event DISTRIBUTOR fails to account for than an Authorized OEM) as if such unauthorized distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that can be shown to the reasonable satisfaction of MS to have been destroyed due to a Force Majeure event; and (viii) order and acquire from an AR on behalf of OEM Customers, and deliver to such OEM Customer, Recovery Images and Update Images that are based on Licensed Products listed on the then current Royalty Rate List. (b) DISTRIBUTOR shall not provide to OEM Customer any document, information or contractual provisions that contradict, conflict with or purport to supersede the terms and conditions of the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customerwas done by COMPANY directly. (c) DISTRIBUTOR shall comply with the Additional Licensing Provisions for MS Distributor Except as expressly set forth in Sections 2(a)(ii) and 2(b)(ii) and the Royalty Rate ListCOMPANY Subsidiary Schedule, COMPANY shall not sublicense the rights granted hereunder to any third party. No COMPANY Subsidiary shall sublicense any of the rights granted to it hereunder. (d) DISTRIBUTOR Except as set forth in Sections 2(a) and 2(b) above, COMPANY shall perform not distribute or make the following steps for each potential OEM Customer as a function of its role in the licensing process. DISTRIBUTOR shallLicensed Technology Binaries available through any other means or channel, except: (i) COMPANY may distribute up to fifty (50) Prototypes to each of COMPANY’s business customers on a royalty-free basis solely for each such business customer’s internal evaluation purposes; provided that COMPANY takes reasonable steps, including but not limited to, imposing license restrictions on such business customer, to ensure that it uses the most current forms Prototypes are not used in a commercially shipping product. For Prototypes which are cellular telephones, COMPANY may distribute five hundred (500) of such Prototypes to each of its carrier operators, solely for each such carrier operator’s testing of the OEM Customer Agreement Prototypes and any Additional Rights Agreement(s) made available by MS such carrier operators’ network. In addition to provide additional rights compliance with the restrictions set forth elsewhere in Section 2, COMPANY agrees to the OEM Customer;following conditions: (i) the Licensed Technology Binaries included in such Prototypes must not include any MS or MSCORP digital rights management features; and (ii) the Licensed Technology Binaries included in such Prototypes must contain the following statement in a prominent position on the physical housing of the device, the header files of the code, or in the accompanying documentation, as applicable: “This product includes technology owned by Microsoft Corporation and cannot be used or distributed without a license from Microsoft Licensing, GP.” COMPANY shall use commercially reasonable efforts in COMPANY’s industry to ensure that the creation and distribution of the Prototypes shall not in any way disclose or reveal the source code or trade secrets of the Licensed Technology or related Confidential Information of MS or its Suppliers. Notwithstanding the forgoing, COMPANY may distribute the Licensed Technology Binaries as part of such Prototypes; and (ii) notify each potential OEM Customer that only COMPANY may distribute directly to end users of Final Products, via web or normal service channels, an authorized signatory updated version of the prospective OEM Customer may execute Licensed Technology Binaries that is capable of executing only on the OEM Customer Agreement, or any Additional Rights Agreement; (iii) provide the OEM Customer a courtesy copy of all Additional Licensing Provisions for OEM Customer as posted on ECE before the OEM Customer first acquires any Licensed specific Final Product; (iv) verify that (A) the information provided by the potential OEM Customer is complete . Any update must contain substantial features and correct, (B) no changes or alterations have been made functionality in addition to the OEM Customer Agreement or Licensed Technology Binaries provided as part of such update. COMPANY shall take commercially reasonable steps in COMPANY’s industry to protect any Additional Rights Agreement, and (C) each such agreement has been properly completed and executed by an authorized representative of the potential OEM Customer; (v) comply with the instructions regarding Additional Rights Agreement(s) described in the Resource Guide if the OEM Customer requests Additional Rights Agreement(s) update from DISTRIBUTOR; (vi) provide Recovery Images and Update Images to OEM Customers as received from an AR and in accordance with the Resource Guide; (vii) provide Supplemental Code on external media as received from an AR and any related Additional Licensing Provisions for OEM Customer only in the manner set forth in the applicable Supplemental Code letter from MS; and (viii) at the end of each business week, express mail to MS both OEM Customer-signed originals of the OEM Customerreverse engineering.