{"id":42027,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-intel-corp-and-crandell-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-intel-corp-and-crandell-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-intel-corp-and-crandell-group-inc.html","title":{"rendered":"Agreement &#8211; Intel Corp. and Crandell Group Inc."},"content":{"rendered":"<pre>                                   agreement\n\n\nthis agreement (\"agreement\") is entered into on 11-30, 1994, (\"effective date\")\nby intel corporation (\"intel\"), having a place of business at 5200 ne elam young\nparkway, hillsboro, or 97124-6497 and crandell group, inc. (\"cgi\"), having a\nplace of business at 125 east victoria, santa barbara, ca 93101. intel and cgi\nare individually referred to herein as a \"party\" and collectively as the\n\"parties.\"\n\n                                   recitals:\n                                   -------- \n\ncgi has developed or will develop certain software programs, related materials\nand documentation hereinafter celled the \"products\" and more explicitly defined\nbelow.\n\nintel desires to obtain from cgi a non exclusive license to use, market,\nadvertise, make or have made derivatives, copy and sublicense such products.\n\ncgi desires to give intel such a license and to support intel in its\napplication.\n\n                                   agreement:\n                                   --------- \n\nnow, therefore, in consideration of the foregoing recitals and the covenants and\nconditions set forth in this agreement the parties agree as follows:\n\n1.0  definitions\n     -----------\n\n1.1  \"product(s)\" means the software program(s), related materials and\n     documentation specified in  exhibit a. products also includes any\n     improvements made to the product and accepted by intel hereunder.\n\n1.2  \"error\" means the error levels set forth in section 6.0.\n\n1.3  \"improvement(s)\" means modifications, enhancements, upgrades and updates to\n     the product supplied by cgi, which are related [*]described in exhibit\n     a-1 but only those modifications, enhancements, upgrades and updates\n     which are supplied by cgi and accepted by intel. cgi should  provide\n     intel with the improvements at least thirty (30) days prior to cgi\n     incorporating the improvement in its products. improvements do not\n     include derivatives of the products or improvements created by intel or\n     its sublicensees.\n\n1.4  \"nre\" means non-recurring engineering.\n\n1.5  \"pcs\" means personal conferencing specification.\n\n                                       1\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\n1.6  \"real time conferencing\" means [*]\n\n        [*]\n\n\n\n\n\n2.0  term\n     ----\n\n     the initial term of this agreement will begin on the effective date and\n     continue until june 1, 1997. this agreement shall be automatically\n     extended at the end of the initial term for additional one (1) year\n     terms, unless terminated by either party by giving written notice of\n     termination to the other party within ninety (90) days prior to the end\n     of any term.\n\n3.0  license grant\n     -------------\n\n3.1  cgi grants to intel and its subsidiaries a non-exclusive, perpetual\n     royalty-free, worldwide  license to the product in source and object\n     code form, with the rights to incorporate, use, copy,  reproduce,\n     modify, advertise, market, make or have made derivative works,\n     manufacture or  have the product manufactured, and distribute in\n     conjunction with an intel  conferencing\/multimedia product .\n\n3.2  cgi grants to intel and its subsidiaries a non exclusive, perpetual,\n     royalty-free, worldwide  license to sublicense the products in source\n     and object code form, only in combination with  real time conferencing\n     software developer kits directly or through its subsidiaries,\n     distributors and representatives. this license includes the right to\n     copy and distribute the  product documentation.\n\n3.3  products distributed by intel hereunder will be sublicensed to intel\n     sublicensees in  accordance with intel's then current standard licensing\n     programs. intel's sublicensees  may incorporate and use the source and\n     object code version of the product only in conjunction  with a pcs-\n     compliant real time conferencing sublicensee product.  sublicensees may\n     not further sublicense the source code form of the product. sublicensees\n     may not further sublicense the object code of the product except as\n     described above.\n\n3.4  cgi also grants intel and its sublicensees a non-exclusive right to use\n     cgi's trademarks in  association with the product, provided that all\n     such trademarks shall be clearly identified.  intel may also use its\n     name and trademarks in association with cgi's.\n\n3.5  all copies of the product made by intel and it sublicensees shall contain\n     cgi's or its vendors copyright notices.\n\n                                       2\n\n \n3.6  cgi's copyright notices and trademarks are listed in exhibit c.\n\n3.7  intel may distribute improvements to its sublicensees, subsidiaries,\n     distributors, and representatives by any method (including electronic\n     bulletin board) provided such method contains a procedure insuring such\n     distribution of improvements are made only to intel's sublicensees,\n     subsidiaries, distributors, and representatives properly licensed or\n     authorized in accordance with this agreement.\n\n3.8  intel acknowledges that cgi considers product source code to be a trade\n     secret. intel  shall not disclose or otherwise make product source code\n     available in whole or in part, in any  form, except with the same degree\n     of care and sublicensing restrictions which intel provides  for its own\n     confidential end trade secret information.\n\n4.0  product\n     -------\n\n     cgi will develop and provide intel with the product deliverables,\n     documentation, and materials as specified in exhibit a.\n\n5.0  acceptance procedure\n     --------------------\n\n5.1  intel shall have sixty (60) days after receipt of each product in which to\n     accept or reject it.  rejection will be based on the product's failure\n     to meet the specifications identified in exhibit  a.\n\n5.2  during the acceptance period, intel will give cgi written notice of any\n     error in the product. cgi will correct such errors within thirty (30)\n     days following receipt of notice. after cgi delivers a corrected product\n     intel will have an additional sixty (60) days to accept or reject the\n     corrected product. intel will notify cgi in writing of product\n     acceptance.\n\n5.3  if cgi fails to deliver an acceptable product within one hundred twenty\n     (120) days after the  delivery date specified in exhibit a, intel may\n     terminate this agreement in accordance with  paragraph 14.0,\n     termination, and cgi will refund any fees paid hereunder.\n\n6.0  maintenance,  support and training\n     ----------------------------------\n\n6.1  cgi shall exercise its best efforts to maintain the product at no cost to\n     intel for the term of this agreement for all levels of errors described\n     below, in accordance with the following procedure:\n\n     a. level \"1\" error\n\n     critical; line down error; basic service provided by the product is\n     --------                                                           \n     interrupted, the product is not usable for a major specified function.\n\n     cgi response: within two (2) business days from intel's written\n     notification to cgi and provided intel has provided cgi with the\n     necessary hardware, software and documentation \n\n                                       3\n\n \n     necessary for cgi to reproduce the problem, cgi shall provide to intel a\n     proposed plan to correct such error. if a workaround cannot be found, an\n     update will be prepared on an emergency basis.\n\n     b. level \"2\" error:\n\n     important; basic service provided by the product is degraded; some\n     ---------                                                         \n     functions may not be available or may be inadequate; convenient work\n     around does not exist.\n\n     cgi response: within ten (10) business days from intel's written\n     notification to cgi and provided intel has provided cgi with the\n     necessary hardware, software and documentation necessary for cgi to\n     reproduce the problem, cgi shall provide to intel a proposed plan to\n     correct such error. cgi shall provide a weekly status on its progress in\n     resolving the problem. if a workaround cannot be found within a\n     reasonable time, an update will be prepared on an emergency basis.\n\n     c. level \"3\" error:\n\n     minor or annoying; functional problems cause inconvenience to users of\n     -----------------                                                     \n     the product; workaround exists; the product recovers on its own, but the\n     problem continues.\n\n     cgi response: within thirty (30) calendar days from intel's written\n     notification to cgi and provided intel has provided cgi with the\n     necessary hardware, software and documentation necessary for cgi to\n     reproduce the problem, cgi shall provide to intel a proposed plan to\n     correct such error.  cgi shall provide  a monthly status on its progress\n     in resolving the problem.\n\n     d. level \"4\" error:\n\n     suggestion or comment; no immediate response is necessary. suggestions\n     ---------------------                                                 \n     and comments can be incorporated in the next update if intel and cgi\n     deem it appropriate. if intel is unable to solve a sublicensee's\n     problem, cgi will assist intel by telephone according to the above\n     priorities, with respect to the use and operation of the product.   such\n     assistance will be available to intel at no cost continuously during\n     cgi's regular business hours.\n\n6.2  cgi agrees to provide intel with support for the product for a minimum of\n     two (2) years  (\"initial support period',) beginning june l, 1995. this\n     initial support period may be renewed  for additional one-year periods\n     upon agreement between the parties. in the event of a material  breach\n     of the agreement by cgi, intel may terminate the any support period and\n     receive a refund prorated as of the effective date of the termination.\n\n6.3  if cgi fails to honor its obligations under this paragraph 6.0, intel may\n     withhold any  payment due cgi under this agreement until cgi provides\n     the required assistance.\n\n                                       4\n\n \n 6.4    cgi will provide at least two (2) days of training to intel's technical\n        staff for the product  provided hereunder at intel's premises. training\n        will cover the design, use and maintenance  of the product. training\n        will be conducted at times mutually agreeable to intel and cgi  and\n        intel will reimburse cgi for reasonable travel and living expenses.\n\n 7.0    fees\n        ----\n\n        in consideration of the license granted and the support to be provided\n        hereunder, intel shall compensate cgi in accordance with the fees set\n        forth in exhibit b.\n\n 8.0    taxes\n        -----\n\n        all taxes based upon intel's use, sale, or possession of the product,\n        other than income or franchise taxes due from cgi will be borne and paid\n        by intel.\n\n 9.0    warranty\n        --------\n\n 9.1    cgi represents and warrants that it has good and merchantable title to \n        the products and has the sufficient right, title and interest in the\n        products to enter into and perform this agreement and that it has not\n        done nor will it do any act or entered into any agreement which limits\n        or restricts performance of this agreement.\n\n 9.2    cgi represents  and warrants that the product is cgi's original work and\n        cgi agrees to  execute the certificate of originality set forth in\n        exhibit d at the same time this agreement  is executed by cgi.\n\n 9.3    during the term of this agreement, including any extensions hereof, cgi\n        represents and  warrants that the product will meet the specifications\n        set forth in exhibit a. cgi will use its  best efforts to correct any\n        defects or errors which materially affect the operation of the product\n        in accordance with the obligations set forth in paragraph 6, maintenance\n        and support.\n\n 9.4    any and all other express or implied warranties including  warranties of\n        merchantability and fitness for a particular purpose are expressly\n        excluded.\n\n10.0    patent and copyright indemnification\n        ------------------------------------\n\n        cgi will defend any suit or proceeding brought against intel, its\n        subsidiaries and its  sublicensees based on a claim that the product in\n        whole or in part infringe any patent,  copyright, trade secrets, or\n        other intellectual property right, if notified of such claim in writing\n        and given authority, information and assistance (at cgi's expense) for\n        the defense of same.  cgi will pay all damages and costs awarded therein\n        against intel, its subsidiaries and its  sublicensees and all expenses\n        incurred by them, including attorney fees. if the product or any\n        portions thereof are held in such suit to constitute infringement and\n        intel's use of the same is  enjoined, cgi will at its own expense,\n        procure for intel, including its subsidiaries and its  sublicensees the\n        right to continue using them, replace them with non-infringing products,\n        or  modify them to become non-infringing.\n\n                                       5\n\n \n11.0    limitation of liability\n        -----------------------\n\n        neither party will be liable for any incidental, special or\n        consequential damages, including but not limited to loss of profits or\n        loss of use, arising out of any breach or failure under this agreement.\n\n12.0    non-disclosure and confidentiality\n        ----------------------------------\n\n\n12.1    the terms, conditions and obligations under which either party may\n        from time to time disclose or receive confidential information are set\n        out in the corporate non-disclosure agreement  (\"cnda\") number 46163\n        executed between the parties.   the parties may disclose confidential\n        information to each other pursuant to a duly executed confidential\n        information transmittal record form referencing such cnda.\n\n12.2    neither party may use the other parties name in advertisements nor\n        otherwise disclose the existence or content of this agreement without\n        the other parties prior written consent.\n\n13.0    evaluation and marketing\n        ------------------------\n\n        this agreement does not preclude intel from evaluating or marketing\n        similar products nor will it be construed as an obligation on intel part\n        to market or distribute the product.\n\n14.0    termination\n        -----------\n\n14.1    either party may terminate this agreement if the other: (a) breaches any\n        material provision of this agreement and fails to cure the same within\n        thirty (30) days after receipt of written notice from the other party;\n        (b) files or has filed against it a petition in bankruptcy; (c) has a\n        receiver appointed to handle its assets or affairs; (d) makes or\n        attempts to make an assignment for benefit of creditors; or (e)\n        undergoes a change in control through acquisition, except as provided\n        under paragraph 16.0, assignment.\n\n14.2    in the event of termination by intel under paragraph 14.1, intel's\n        license to use the products per paragraph 3.0, license grant, shall\n        continue in full force and effect. in the event of termination by cgi\n        under paragraph 14.1, intel's license to use the products per paragraph\n        3.0, license grant, shall immediately cease, except as provided under\n        paragraph 14.5.\n\n14.3    in the event the use of the product developed hereunder is enjoined in\n        accordance with paragraph 10.0, patent and copyright indemnification,\n        intel may immediately cease all fee payments and may terminate this\n        agreement without liability. however, in all situations cgi's\n        obligations contained in paragraphs 10.0, patent and copyright\n        indemnification, and 12.0, non-disclosure, shall survive termination\n\n14.4    the rights and remedies provided in this paragraph 14.0 are in addition \n        to any other rights and remedies provided at law or in equity.\n\n                                       6\n\n \n14.5    termination of this agreement by either party for any reason will not\n        affect the right of any end user to use the product under sublicense\n        granted in accordance with this agreement.\n\n15.0    force majeure\n        -------------\n\n        neither party will be liable for any failure to perform due to\n        unforeseen circumstances or causes beyond the parties reasonable\n        control, including, but not limited to, acts of god, war, riot,\n        embargoes, acts of civil or military authorities, fire, flood, accident,\n        strikes, inability to secure transportation, facilities, fuel, energy,\n        or materials. time for performance will be extended by the length of the\n        force majeure.\n\n16.0    assignment\n        ----------\n\n        intel may assign all or any part of its rights or obligations to intel\n        subsidiaries without cgi's consent. otherwise, neither party may assign\n        any rights hereunder without the prior written consent of the other,\n        which consent shall not be reasonably withheld. any attempt to assign\n        any rights, duties or obligations hereunder will be void.\n\n17.0    relationship of parties\n       -----------------------\n\n        both parties hereto are independent contractors. neither party will have\n        the authority to act for and or bind the other in any way, or to\n        represent that either is responsible for the acts of the other.  nothing\n        herein will be construed as forming a partnership or agency between the\n        parties.\n\n18.0    ownership\n        ---------\n\n        title to the product developed by cgi shall remain with cgi or its\n        vendors. title to intel-developed or intel sublicensee-developed\n        derivatives shall be owned by intel or its sublicensees.\n\n19.0    notices and requests\n        --------------------\n\n        all notices and requests required under this agreement will be in\n        writing, will reference this agreement and will be deemed given upon\n        delivery if personally delivered or upon receipt if sent by registered\n        or certified mail, postage prepaid, return receipt requested, to the\n        addresses listed below, which addresses may be modified upon subsequent\n        written notice.\n\n        notices to intel will be sent to:\n\n        intel corporation\n        5200 ne elam young pkwy.\n        hillsborough, or 97124-6497\n        attn: contract management\n        m\/s: hf3-24\n\n                                       7\n\n \n        notices to cgi will be sent to:\n\n        michael crandell\n        --------------------------------------------\n        crandell group, inc.\n        -------------------------------------------\n        125 east victoria st.\n        -------------------------------------------\n        santa barbara ca 93101\n        ----------------------\n\n\n20.0    governing law\n        -------------\n\n        the terms herein will be governed by the laws of the state of oregon.\n\n21.0    personal conferencing work group (pcwg(tm))\n        -------------------------------------------\n\n        intel, a core member of the pcwg (an unincorporated association of\n        members of the personal computer and telecommunications industries), may\n        submit elements of the interface protocols of the product as defined in\n        exhibit a-1 to the pcwg for possible inclusion in the personal\n        conferencing specification (pcs).\n\n        in the event  any or all of the product's interface protocol is accepted\n        by  the pcwg, cgi agrees not to assert claims of patent, copyright, or\n        trade secret infringement against members of the pcwg or against pcs\n        licensees for use of the subject interface protocols. any such covenants\n        not to assert claims of infringement shall not extend to associated\n        products not required to meet to pcs.\n\n22.0    isdn services\n        -------------\n\n        cgi will use commercially reasonable efforts to obtain isdn service at\n        its offices by q2 '95.\n\n23.0    entire agreement\n        ----------------\n\n        this agreement, which includes, without limitation, the recitals, and\n        its exhibits constitutes the entire agreement between the parties with\n        respect to the subject matter hereof, supersedes all prior and\n        contemporaneous agreements and negotiations, oral or written, express or\n        implied, and may only be modified in a writing signed by authorized\n        representatives of both parties. no waiver of any breach hereof shall be\n        held to be a waiver of any other or subsequent breach.\n\n24.0    attorney's fees\n        ---------------\n\n        cgi shall be reimbursed for reasonable attorney's fees incurred in the\n        event of non-payment by intel for any undisputed amounts pursuant to\n        this agreement.\n\n                                       8\n\n \n25.0    exhibits\n        --------\n\n        the following exhibits are included as part of this agreement:\n \n        (a)  exhibit a -  product deliverables, documentation and delivery dates\n        (b)  exhibit a-1- product specifications\n        (c)  exhibit b -  fees\n        (d)  exhibit c -  cgi's copyrights and trademarks\n        (e)  exhibit d -  certificate of originality\n \n        agreed and accepted:\n\n        intel corporation             crandell group inc.\n\n        by: \/s\/ patrick p. gelsinger             by: \/s\/ michael crandell\n            --------------------------               -------------------------\n            patrick p. gelsinger                     michael crandell\n            --------------------------               -------------------------\n            printed name                             printed name\n                    vp\/gm                                  president\n            --------------------------               -------------------------\n            title                                    title\n                   12\/9\/94                                    12\/2\/94\n            --------------------------               -------------------------\n                    date                                        date\n\n                                       9\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\n                                   exhibit a\n\n             product deliverables, documentation and delivery dates\n\nproduct deliverables:\n-------------------- \n\n[*]\n\n\n\ndocumentation:\n--------------\n \n \ndelivery dates:\n----------------------------\n \n\n               [*]                   [*]\n\n                                       10\n\n \n                                  exhibit  a-l\n                                  ------------\n\n\n                             product specifications\n\n\n\n                 attached in following pages 11-a through 11-k.\n\n                                       11\n\n \ncrandell group, inc.\n================================================================================\n                                                             crandell group, inc\n                                                            125 east victoria st\n                                                         santa barbara, ca 93101\n                                                                 (805) 962-1 199\n\n\n\n                             proshare and richimage\n                              integration strategy\n\n                           preliminary specification\n                                  revision 1.2\n\n\n\n                                michael crandell\n                                   president\n                                 bruce wallace\n                                  project lead\n                                    cgi inc.\n\n                                october 13, 1994\n\n\n\n                                 richimage(tm)\n                                     -----\n\n                                      11-a\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\nproshare and richimage integration strategy  \n\n\nintroduction\n\n[*]\n\n\n\nrichimage print capture\n\n[*]\n\n\n\nprint capture driver identification\n-----------------------------------\n\n\n    [*]\n\n                                      11-b\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\nproshare and richimage integration strategy  \n\n\n\nprint job beginning\/ending control\n----------------------------------\n\n[*]\n\n\n\nprint data transfer\n-------------------\n\n[*]\n\n                                      11-c\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\nproshare and richimage integration strategy  \n\n[*]\n\n\n\n                                      11-d\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\nproshare and richimage integration strategy  \n\n \n    [*]\n \n\n\n\nprint error handling\n--------------------\n\n\n\n[*]\n\n\n\n                                      11-e\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\nproshare and richimage integration strategy  \n\n[*]\n\nrichimage display library\n    -----\n\n[*]\n\n\n\n                                      11-f\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\nproshare and richimage integration strategy  \n\n\n[*]   pages 11-g through 11-k are redacted.\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n\n                                   exhibit b\n                                   ---------\n\n                                      fees\n\nproduct nre:\n------------\n\nintel will pay cgi nre fees in the amount of [*]  for\nintegrating the product with intel's proshare product. \nintel has already made payment to cgi\nin the amount of [*] under purchase requisition number\n417484 dated 9-20-94. the remaining [*] will be paid to\ncgi within thirty (30) days from intel's acceptance of [*] as set forth in\nexhibit a.\n\ncgi may, to accelerate payment of the nre, submit the [*] for intel acceptance\nbefore the dates specified in exhibit a.\n\nproduct source code fee:\n------------------------\n\nintel will pay cgi a source code fee in the amount of [*]\n within thirty (30) days from intel's signature of this agreement.\n\nsupport fees:\n-------------\n\nintel will pay cgi [*] per year, payable\nquarterly. these support fees will be paid in advance quarterly, beginning june\nl, 1995.\n\n \n                                   exhibit c\n                                   ---------\n\n                        cgi's copyrights and trademarks\n\n      cgi's copyright notices and trademarks are listed below:\n\n\n\ncopyright notice:\n-----------------\n\n(c)crandell group, inc. 1993-94. all rights reserved.\n\ntrademark:\n----------\n\nrichimage(tm)\n    -----\n\n \n                                   exhibit d\n                                   ---------\n\n                           certificate of originality\n\nthis questionnaire must be completed by the company official furnishing a\nsoftware material (program product or offering and related documentation, or\nother software material) for intel.\n\none questionnaire can cover one complete product, even if that product includes\nmultiple modules. however, a separate questionnaire must be completed for the\ncode and another for its related documentation (if any).\n\nplease leave no questions blank. write \"not applicable\" or \"n\/a\" if a question\nis not relevant to the furnished software material.\n\n                         ******************************\n\n1.    name of the software material (provide complete identification, including\n      version, release and modification numbers for programs and documentation).\n\n        richimage(tm) portable document software v1.04 specified in exhibit a-1.\n        ------------------------------------------------------------------------\n\n        ------------------------------------------------------------------------\n\n2.    was the software material or any portion thereof written by any party\n      other than you, or your employees working within their job assignment?\n      yes      no  [x]\n          ---      --- \n\n      if yes, provide the following information:\n\n      (a)     indicate if the whole software material or only a portion thereof\n              was written by such party, and identify such portion: n\/a\n                                                                    -----------\n        ------------------------------------------------------------------------\n\n       (b)    specify for each involved party:\n\n              (i)   name:\n                                      n\/a\n              ------------------------------------------------------------------\n              (ii)   company:\n                                      n\/a\n              ------------------------------------------------------------------\n              (iii)   address:\n                                      n\/a\n              ------------------------------------------------------------------\n\n              ------------------------------------------------------------------\n\n              (iv)    if the party is a company, how did it acquire title to the\n                      software material (e.g., software material was written by\n                      company's employees as part of their job assignment)?\n\n                                      n\/a\n              ------------------------------------------------------------------\n\n              ------------------------------------------------------------------\n\n \n               [*] = certain information on this page has been omitted and filed\n                     separately with the commission. confidential treatment \n                     has been requested with respect to the omitted portions.\n                                                                                \n              (v)     if the party is an individual, did s\/he create the\n                      software material while  employed by or under contractual\n                      relationship with another party?\n\n                      yes              no              n\/a\n                           ---------       ---------\n\n                      if yes, provide name and address of the other party and\n                      explain the nature of the obligations:\n                                                            ------------------\n                      --------------------------------------------------------\n                      --------------------------------------------------------\n\n\n       (c)    how did you acquire title to the software material written by the\n              other party?\n                                      n\/a\n              ----------------------------------------------------------------  \n              ----------------------------------------------------------------  \n              ----------------------------------------------------------------  \n \n3.    was the software material or any portion thereof derived from any third\n      party's pre-existing material(s)?\n      yes  [x]    no\n           ---       ---\n\n      if yes, provide the following information for each of the pre-existing\n      materials:\n\n      (a)   name of the materials: [*]\n                                   -------------------------------------------- \n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n\n      (b)   owner:    [*]\n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n\n      (c)   how did you get the right to use the pre-existing material(s)?\n                                                                             \n            this is a widely available commercial library product which we\n            -------------------------------------------------------------------\n            licensed under [*] standard license. we are providing object\/code\n            -------------------------------------------------------------------\n            only to intel for this portion of the product.\n            -------------------------------------------------------------------\n\n4.    identify below, or in an attachment, any other circumstances which might\n      affect intel's ability to reproduce and market this software product,\n      including:\n\n      (a)   confidentiality or trade secrecy of pre-existing materials:    n\/a\n                                                                        -------\n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n\n      (b)     known or possible royalty obligations to other: n\/a\n                                                             ------------------\n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n\n      (c)   pre-existing materials developed for another party or customer\n            (including government) where you may not have retained full rights\n            to the material:    n\/a\n                            --------------------------------------------------\n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n :  page&gt;\n \n      (d)  Materials acquired from a person or company possibly not having title\n           to them:          N\/A\n                    ------------------------------------------------------------\n            -------------------------------------------------------------------\n\n\n      (e)   Other circumstances: \n                                 ----------------------------------------------\n            -------------------------------------------------------------------\n            -------------------------------------------------------------------\n\n\n\n        CRANDELL GROUP, INC.\n----------------------------------\nCGI\n\n        by \/s\/ Michael Crandell\n----------------------------------\nSignature\n\n        MICHAEL CRANDELL\n----------------------------------\nPrinted Name\n\n        PRESIDENT\n----------------------------------\nTitle\n\n        12\/2\/94\n----------------------------------\nDate\n\n\n                                      12\n\n \n                                     FIRST\n                                  AMENDMENT TO\n                           AGREEMENT NO. 1 094SAW001\n               BETWEEN INTEL CORPORATION AND CRANDELL GROUP, INC.\n                          EFFECTIVE NOVEMBER 30, 1994\n\nThis First Amendment (\"First Amendment\") to the Source Code License Agreement\nbetween Intel Corporation (\"Intel\") and Crandell Group, Inc. (\"CGI\") dated\neffective November 30, 1994\n\n(\"Agreement\") is hereby effective this   11th   day of   May     , 1995\n                                        -------        ----------      \n(\"Effective Date\"), and modifies, amends and changes the Agreement as set forth\nbelow.\n\n                                   AGREEMENT\n\nFor good and valuable consideration, the receipt and sufficiency of which the\nparties hereby acknowledge, the parties agree as follows:\n\n1.     Unless expressly set forth herein, all other terms and conditions in the\nAgreement remain in full force and effect.\n\n2.      Unless expressly set forth herein, capitalized terms herein shall have\nmeanings given them in the Agreement.\n\n3.      Additions and changes to the Agreement are as follows:\n\n        3.1  The attached Exhibit A-2 is added to and made a part of this\n             Agreement.\n\n4.      The Agreement and this First Amendment are to be read together as one\ndocument. If any terms in the Agreement conflict with any terms in this First\nAmendment, the terms in this First Amendment shall govern regarding the subject\nmatter herein.\n\n5.     This  First  Amendment, which incorporates the Agreement constitutes the\nentire Agreement between the Parties relating to the subject matter herein and\nsupersedes all prior and contemporaneous agreements, discussions, negotiations,\nand understandings.\n\nIN WITNESS WHEREOF, the Parties, by and through their respective\nrepresentatives, hereby execute this Agreement.\n\nINTEL CORPORATION                                 CRANDELL GROUP, INC.\n \nBy: \/s\/ Tony Baker \/s\/Patrick Gelsinger           By:  \/s\/ Michael Crandell\n   ------------------------------------              -----------------------\nPrinted Name:  Tony Baker  Patrick Gelsinger      Printed Name: MICHAEL CRANDELL\n             -------------------------------                    ----------------\nTitle: Director, CAE Vice President and           Title:  PRESIDENT\n       --------------------------------                  -----------------------\n       and General Manager, Personal               \n       Conferencing Division\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n                                  EXHIBIT A-2\n                                  -----------\n\nPhase Two Product Specifications, Product Deliverables, Documentation, Delivery\nDates and Fees\n\n\n\nAttached in the following pages 1-4.\n\n\nIntel Deliverables:\n------------------ \n\n[*]\n\nThe above source code may be used internally only to complete this Phase Two of\nthis Agreement.\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n                                 CRANDELL GROUP\n                            I N C O R P O R A T E D\n\n                                FAX TRANSMISSION\n                                ----------------\n                               FEBRUARY 10, 1995\n\nTO:  Bob Rossi, Intel\nFR:  Michael Crandell, CGI\nRE:  Project Quotes\n\nDear Bob:\n\nAlthough I haven't heard from Imad yet, I expect that you need to move forward\nin evaluating the quotes you asked me to give.   So, in what follows, I have\nmade what I hope are reasonable assumptions about the scope of work based on the\noverview that Imad gave me when we visited in January.\n\n[*]\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n                                 CRANDELL GROUP\n                            I N C O R P O R A T E D\n\nEstimated completion time:    [*]\n\nFee for services:             [*]\n\n[*]\n\n\nEstimated completion time:    [*]   (Some flexibility here depending on your\n     priority.)\n\nFee for services:             [*]\n\nAdditional Work\n---------------\n\nWe have also had some in-depth discussions here about the [*]\n         we discussed in our meeting with you.  We are excited by this idea\ntechnically, and are eager to implement this kind of functionality for ProShare.\nI'd like to talk with you about some ideas we have of how that might be\norganized and started.\n\nPlease give me a call to discuss things when you have time.\n\nBest regards,\n\n\/s\/Michael\n\nMichael Crandell\nPresident\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n                                 CRANDELL GROUP\n                            I N C O R P O R A T E D\n\n                                FAX TRANSMISSION\n                                ----------------\n                               FEBRUARY 22, 1995\n\nTO:  Bob Rossi, Intel\nFR:  Michael Crandell, CGI\nRE:  New Font Seg work\n\n\nDear Bob:\n\nHere is the approach we would take to the [*]                           As\nyou will see, much of the work has been done already to reach the point of\nexplaining how the problem lies and what can be done to solve it.\n\n[*]\n\n\n[*]\n\n\nWe have identified two possible approaches to solving this problem, both of\nwhich\nwould need to be tested and confirmed.\n\n[*]\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n                                 CRANDELL GROUP\n                            I N C O R P O R A T E D\n\n[*]\n\n\n[*]\n\n\nWe might have some questions to ask of [*]  during this process, and we'd like\nto submit them through a contract on your side using your support agreement with\nthem.\n\n\n\nI hope this is specific enough to let you evaluate our doing the rest of the\nwork.\n\n\nBest regards,\n\n\/s\/Michael\n\nMichael Crandell\nPresident\n\n \n                                     SECOND\n                                   AMENDMENT\n                           AGREEMENT NO. 1 094SAW001\n       BETWEEN INTEL CORPORATION AND JETFAX, INC. (CRANDELL GROUP, INC.)\n                          EFFECTIVE NOVEMBER 30, 1994\n\nThis Second Amendment (\"Second Amendment\") to Agreement No. 094SAW001 between\nIntel Corporation  (\"'lntel\") and JetFax, Inc. (\"JetFax\")  (previously known as\nCrandell  Group, Inc.  or  CGI) dated  effective November 30, 1994 (\"Agreement\")\nis hereby effective this 23rd day of  December, 1996 (\"Effective Date\"), and\nmodifies, amends and changes the Agreement as set forth below.\n\n                                   AGREEMENT\n\nFor good and valuable consideration, the receipt and sufficiency of which the\nparties hereby acknowledge, the parties agree as follows:\n\n1.   Unless expressly set forth herein, all other terms and conditions in the\nAgreement which incorporates the First Amendment thereto dated effective May 12,\n1995 (collectively referred to as Agreement, as defined above), remain in full\nforce and effect.\n\n2.   Unless expressly set forth herein, capitalized terms herein shall have\nmeanings given them in the Agreement.\n\n3.   Additions and changes to the Agreement are as follows:\n\n     3.1 The attached Exhibit A-3 is added to and made a part of this Agreement.\n\n4.   The Agreement and this Second Amendment are to be read together as one\ndocument. If any terms in the Agreement conflict with any terms in this Second\nAmendment, the terms in this Second Amendment shall govern regarding the subject\nmatter herein.\n\n5.    This Second Amendment, which incorporates the Agreement constitutes the\nentire Agreement between the Parties relating to the subject matter herein and\nsupersedes all prior and contemporaneous agreements, discussions, negotiations\nand understandings.\n\nIN WITNESS WHEREOF, the Parties, by and through their respective\nrepresentatives, hereby execute this Agreement.\n\nINTEL CORPORATION                             JETFAX, INC.                    \n                                                                              \nBy:\/s\/ Scott C. Darling                       By:  \/s\/ Michael Crandell       \n   -----------------------------                  ----------------------------\n\nPrinted Name:  SCOTT C DARLING                Printed Name:  MICHAEL CRANDELL \n             -------------------                           -------------------\n\nTitle:    AM-BCO                              Title:    VP SOFTWARE           \n      --------------------------                    --------------------------\n\n\n\n \n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n      SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n      HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n                                  EXHIBIT A-3\n                                  -----------\n\nProduct Specifications, Product Deliverables, Documentation, Delivery Dates and\n                                      Fees\n\nProduct Deliverables:\n-------------------- \n\n[*]\n\n\nDocumentation:\n------------- \n\nRichImage Interface Specification, Final Version\n\nMilestones:\n---------- \n\n1. [*]  - Delivery Date: [*]\n     -RichImage demo on [*] (stand-alone w\/o Notebook).\n     - On-site visit to demo end deliver binaries.\n\n         Acceptance Criteria: [*]\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n2. Notebook Integration [*] - Delivery Date: [*]\n     - Complete RichImage integration with Notebook.  - Documentation update.\n     - On-site visit to integrate Notebook sources.\n\n     Acceptance Criteria:\n\n     [*]\n\n\n3. QA\/Beta Cycle\n     - 2 possible on-site visits for defect resolution.\n\n4. [*]  RichImage - Delivery Date: [*]\n     -RichImage demo on [*] (stand-alone w\/o Notebook).\n     - On-site visit to demo and deliver binaries.\n\n     Acceptance Criteria: [*]\n\n5. Notebook Integration [*]  - Delivery Date: [*]\n     - Completed RichImage integration with Notebook.  - Documentation update.\n     - On-site visit to integrate Notebook sources.\n\n     Acceptance Criteria:\n\n     [*]\n\n \n               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED\n                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT \n                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n\n[*]\n\n\n\n6. QA\/Beta Cycle\n     -2 possible on-site visits for defect resolution.\n\nIntel Deliverables:\n------------------ \n     ProShare(R) Notebook [*] binaries - Delivery Date: [*]\n\n\nPayments:\n-------- \n\nIntel shall pay the following fees in exchange for the work performed hereunder:\n\n1.   Non-Recurring Engineering Payments:\n\n     Subject to Intel's acceptance of JetFax's work according to the\n     milestones set forth in this Exhibit A-3, Intel shall pay JetFax non-\n     recurring engineering fees as follows:\n\n\n \n \nMilestone Description                Payment Amount\n                                  \n \nMilestone No. 2 - [*] RichImage      [*]\nMilestone No. 5 - [*] RichImage      [*]\n---------------------------------------------------\n\nTravel expenses incurred by JetFax during the course of this work will be paid\nby JetFax.\n\nMaintenance, Support and Training:\n--------------------------------- \n\nMaintenance and support during the QA\/Beta cycle will be provided to Intel\npursuant to the terms of the Agreement.\n\n \n                                                                   [JetFax logo]\n\n                           ASSIGNMENT AND ASSUMPTION\n\nPursuant to the terms of an Asset Purchase Agreement effective upon the closing\ndate, (the \"Asset Purchase Agreement\") Crandell Group, Inc. (\"CGI\") is assigning\nall of its rights and delegating all of its obligations under and to the\nfollowing agreement (the \"Agreement\") to JetFax, Inc. (\"JetFax\"): The Agreement\nNo. 1094SAW001 Between Intel Corporation (the \"Company\") and Crandell Group,\nInc. dated November 30, 1994.\n\nThe Company hereby consents to CGI's assignment and delegation of the Agreement\nto JetFax.\n\nJetFax hereby agrees, subject to and effective upon the closing under the Asset\nPurchase Agreement, to assume all rights and obligations of CGI under the\nAgreement.\n\nIN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption\nto be executed by their duly authorized representatives as of ___________,\n1996.\n\nJETFAX                                      CGI \n                                                                \nJetFax, Inc.                                Crandell Group, Inc.\n\n\nBy:\/s\/    Allen K.  Jones                   By:\/s\/ Michael Crandell   7\/30\/96 \n   ---------------------------------           ------------------------------\n  Allen K. Jones                            Michael Crandell\n  Chief Financial Officer    7\/30\/96        President\n\n\n\nINTEL\n\nIntel Corporation\n\n\nBy:\/s\/ Patrick P. Gelsinger     7\/31\/96\n   ------------------------\n\n\n\n\n TYPE:  EX-21.1\n SEQUENCE:  12\n DESCRIPTION:  SUBSIDIARIES OF REGISTRANT\n\n\n\n \n                                                                    EXHIBIT 21.1\n\n                           Subsidiaries of Registrant\n\n\nJetFax GmbH incorporated under the laws of Germany\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7875,7940],"corporate_contracts_industries":[9508,9512],"corporate_contracts_types":[9613,9616],"class_list":["post-42027","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intel-corp","corporate_contracts_companies-jetfax-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42027","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42027"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42027"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42027"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42027"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}