{"id":42960,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/vxworks-license-agreement-wind-river-systems-inc-and-com21.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"vxworks-license-agreement-wind-river-systems-inc-and-com21","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/vxworks-license-agreement-wind-river-systems-inc-and-com21.html","title":{"rendered":"VxWorks License Agreement &#8211; Wind River Systems Inc. and Com21 Inc."},"content":{"rendered":"<pre>\n                            WIND RIVER SYSTEMS, INC.\n\n                            VXWORKS LICENSE AGREEMENT\n\n               PLEASE READ THIS DOCUMENT CAREFULLY BEFORE OPENING THE\nPACKAGE CONTAINING THE VXWORKS SOFTWARE.\n\n               THIS AGREEMENT STATES THE TERMS AND CONDITIONS UPON WHICH WIND\nRIVER SYSTEMS, INC. ('WIND RIVER') OFFERS TO LICENSE THE VXWORKS DEVELOPMENT\nSOFTWARE ENCLOSED IN THE PACKAGE WITH THIS LICENSE AND THE RELATED DOCUMENTATION\n('THE PROGRAM'). AMONG OTHER THINGS, THIS AGREEMENT LICENSES THE PROGRAM TO YOU\nFOR LIMITED USES AND CONTAINS WARRANTY DISCLAIMERS.\n\n               BY OPENING THE PACKAGE IN WHICH THE MEDIUM (TAPE OR OTHERWISE)\nCONTAINING THE PROGRAM IS ENCLOSED, YOU ARE AGREEING TO BECOME BOUND BY THE\nTERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO\nNOT OPEN THE PACKAGE. PROMPTLY RETURN THE UNOPENED PACKAGE TO THE PLACE WHERE\nYOU OBTAINED IT FOR A FULL REFUND.\n\n               The Program is licensed, not sold, to you for use only under the\nterms of this Agreement, and Wind River reserves all rights not expressly\ngranted to you. You own the tape, disk or other medium on which the Program is\noriginally recorded or fixed, but Wind River retains ownership of all copies of\nthe Program.\n\n               1. License. You (the original licensee of this copy of the\nProgram) may:\n\n                      (a) Use the Program on a single CPU of the type set forth\non the package enclosing the copy of the Program provided to you. Such use may\nbe on a single machine or on a server physically linked to not more than 10\nintelligent nodes. Use is limited to the Location and for the particular Project\nas defined and specified on the Wind River Sales Acknowledgement Agreement under\nwhich you purchased this copy of the Program (the 'Sales Agreement').\n\n                      (b) Make one copy of the Program in tangible object code\nform for purposes of backup; provided that such copy includes a reproduction of\nany notices appearing in or on the Program.\n\n                      (c) Make one copy of the Program or portions thereof,\nexcept for the directory 'bin,' subdirectory 'h' and the files entitled\n'makefile' in directories 'config\/all' and 'config\/(target).' Such copy shall be\nin tangible object code form only for physical incorporation into a Target\nApplication (as defined below) that you develop using the Program, provided that\nsuch copy includes a reproduction of any notices appearing in or on the Program.\nSuch copy shall be used for development purposes only and be accessed only as a\npart of that Target Application and not on a stand-alone or independent basis.\n\n\n\n\n\n\n\n\n\n               2.     Additional Restrictions.\n\n                      (a) Unauthorized copying of the Program or of the written\nmaterials is expressly forbidden. You may be held legally responsible for any\ncopyright infringement which is caused or encouraged by your failure to abide by\nthe terms of this Agreement.\n\n                      (b) You may not market, distribute or transfer copies of\nthe Program to others or electronically transfer the Program from one computer\nto another over a network. The Program contains trade secrets and in order to\nprotect them you may not decompile, reverse engineer, disassemble or otherwise\nreduce the Program to a human-perceivable form or disclose it to any third\nparty. You may not rent, lease or loan the Program.\n\n                      (c) You understand that Wind River may update or revise\nthe Program and in so doing incurs no obligation to furnish such updates to you,\nother than under Section 7 (Support and Maintenance) below or under a valid Wind\nRiver Maintenance Agreement.\n\n               UPON TRANSFER OF ANY COPY OF THE PROGRAM TO ANOTHER PARTY, THIS\nLICENSE IS AUTOMATICALLY TERMINATED.\n\n               ONE FUNCTION OF THE PROGRAM IS TO CREATE TARGET APPLICATION\nPROGRAMS ('TARGET APPLICATIONS') THAT MAY IN SOME INSTANCES REQUIRE\nINCORPORATION OF PORTIONS OF THE PROGRAM. EXCEPT AS SET FORTH IN SECTION 1(C)\nABOVE, NO LICENSE IS GRANTED HEREUNDER TO COPY OR REPRODUCE ANY PORTION OF THE\nPROGRAM AS PART OF ANY SUCH TARGET APPLICATION AND SUCH RIGHTS ARE ONLY GRANTED\nBY MEANS OF VXWORKS\/MICROWORKS TARGET APPLICATION LICENSES. THESE LICENSES ARE\nAVAILABLE FOR VARIOUS QUANTITIES OF TARGET APPLICATION COPIES. SEE YOUR\nAUTHORIZED WIND RIVER REPRESENTATIVE FOR DETAILS.\n\n               3. Confidentiality. Wind River considers the Program to contain\nvaluable trade secrets of Wind River or licensors of Wind River, the\nunauthorized disclosure of which could cause irreparable harm to Wind River. You\nagree to use reasonable efforts not to disclose the Program to any third parties\nand not to use the Program other than for the purposes authorized by this\nAgreement. This confidentiality obligation shall continue after any termination\nof this Agreement.\n\n               4. Limited Warranty; Infringement Indemnity. Wind River warrants\nthat the Program will perform substantially in accordance with the accompanying\nwritten materials for a period of ninety (90) days from the date of shipment by\nWind River, when properly installed on the computer for which a license is\ngranted hereunder. Wind River does not warrant that the operation of the Program\nwill meet your requirements or operate free from error. This limited warranty\ngives you specific legal rights. You may have others, which vary from state to\nstate. Wind River will defend any suit brought against you and will pay all\ndamages finally awarded in such suit insofar as such suit is based on a claim\nthat the Program\n\n                                       2.\n\n\n\n\n\n\n\nas provided to you infringes a United States copyright or patent, provided that\nWind River is notified promptly of such claim and at its expense is given full\nand complete authority (including settlement authority), information and\nassistance by you for such defense. In the event that the Program is held in any\nsuch suit to infringe such a right and its use is enjoined, or if in the opinion\nof Wind River the Program is likely to become the subject of such a claim, Wind\nRiver at its own election and expense will either (i) procure for you the right\nto continue using the program or (ii) modify or replace the Program so that it\nbecomes noninfringing while giving equivalent performance. In the event that (i)\nor (ii) above are not, in Wind River's sole determination, reasonably\npracticable, then Wind River may terminate this Agreement and refund an\nequitable portion of monies paid by you in connection with the licenses granted\nhereunder.\n\n               5. Disclaimer. WIND RIVER DISCLAIMS ALL OTHER WARRANTIES, EITHER\nEXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A\nPARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN\nINFORMATION OR ADVICE GIVEN BY WIND RIVER, ITS DEALERS, DISTRIBUTORS, AGENTS OR\nEMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS\nWARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.\n\n               6. Limited Remedies. Wind River's entire liability and your\nexclusive remedy shall be, at Wind River's option, either (a) return of the\nprice paid or (b) repair or replacement of any Program that does not meet Wind\nRiver's Limited Warranty which is returned to Wind River with a copy of your\nreceipt. Any replacement Program will be warranted for the remainder of the\noriginal warranty period or thirty (30) days, whichever is longer. THESE\nREMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA.\n\n               WIND RIVER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR\nCONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS OR THE\nLIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM EVEN IF WIND RIVER\nOR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE\nLIABILITY OF WIND RIVER FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT, THE SALES\nAGREEMENT OR USE OF THE PROGRAM, REGARDLESS OF THE FORM OF ACTION, SHALL NOT\nEXCEED THE GREATER OF THE LICENSE FEE FOR THE PROGRAM OR $500.\n\n               THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED\nLIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN\nBETWEEN WIND RIVER AND YOU.  WIND RIVER WOULD NOT BE ABLE TO\nPROVIDE THE PROGRAM WITHOUT SUCH LIMITATIONS.\n\n\n                                       3.\n\n\n\n\n\n\n\n               7.     Support and Maintenance.\n\n                      (a) During the ninety (90) day warranty period referred to\nabove, Wind River will provide the following support services in accordance with\nWind River's standard terms and conditions for maintenance services: (i)\nreasonable telephone and written consultation during Wind River's normal\nbusiness hours concerning normal use of the Program; (ii) analysis of suspected\nProgram failures (where you have provided adequate documentation of such\nsuspected failure) and corrections to the Program as needed, and (iii) one copy\nof new releases of corrections and upgrades to the Program and corresponding\ntechnical documentation (does not include new features announced as extra cost\noptions).\n\n                      (b) Wind River shall have no obligation under this\nAgreement for corrections of errors or problems which are due to a breach by you\nof the terms of this Agreement, or which cannot be remedied due to the\noperational characteristics of the computer equipment on which the Program is\nused.\n\n                      (c) Except as may be provided above or in a separate Wind\nRiver Maintenance Agreement between Wind River and you, if any, Wind River is\nunder no obligation to maintain or support the Program supplied to you and Wind\nRiver has no obligation to furnish you with any further assistance,\ndocumentation or information of any nature. You are solely responsible for the\nsupport and maintenance of all portions of any Target Applications developed by\nyou.\n\n               8. Termination. This Agreement is effective until terminated.\nExcept for Sections 2 through 6 (which will survive any termination of this\nAgreement), this Agreement will continue until your breach of this Agreement.\nUpon termination, you agree not to use the Program for any purpose whatsoever\nand to destroy the Program and any copy then in your possession. This remedy\nshall be in addition to any other remedies available to Wind River.\n\n               9. Export Control. You agree to comply with all applicable export\nlaws as amended from time to time. You may not knowingly, without prior\nauthorization (if required) of the Office of Export Licensing, U.S. Department\nof Commerce, export or reexport, as defined in Section 779.1(b)-(c) of the\nExport Administration Regulations ('Regulations') and any amendments thereto:\nthe Program, or the immediate product (including Target Applications, processes\nand services) produced directly by use of the Program, to Iraq, Iran, Syria,\nSouth African military or police agencies, or any Group S or Z country specified\nin Supplement No. 1 to Section 770 of the Regulations as amended from time to\ntime.\n\n               10. Government End Users. If the Program is acquired by or on\nbehalf of a unit or agency of the United States Government, this provision\napplies. The Program: (a) was developed at private expense, is existing computer\nsoftware and no part of it was developed with government funds, (b) is a trade\nsecret of Wind River or its licensors for all purposes of the Freedom of\nInformation Act, (c) is 'restricted computer software' submitted with restricted\nrights in accordance with subparagraphs (a) through (d) of the Commercial\n\n                                       4.\n\n\n\n\n\n\n\nComputer Software-Restricted Rights clause at 52.227-19 and its successors, (d)\nin all respects is proprietary data belonging solely to Wind River or its\nlicensors; (e) is unpublished and all rights are reserved under the copyright\nlaws of the United States. For units of the Department of Defense (DoD), the\nProgram is licensed only with 'Restricted Rights' as that term is defined in the\nDoD Supplement to the Federal Acquisition Regulation, 252.227-7013(c)(1)(ii),\nRights in Technical Data and Computer Software and its successors, and use,\nduplication or disclosure is subject to restrictions as set forth in subdivision\n(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at\n252.227-7013. Contractor\/manufacturer is Wind River Systems, Inc. 1010 Atlantic\nAvenue, Alameda, CA 94501. If the Program is acquired under a GSA Schedule, the\nGovernment has agreed to refrain from changing or removing any insignia or\nlettering from the Program or the documentation that is provided or from\nproducing copies of manuals or media (except for backup purposes).\n\n               11. General. This Agreement will be governed by the laws of the\nState of California except with regard to its choice of law rules. This\nAgreement and the Sales Agreement between Wind River and you constitute the\ncomplete, final and exclusive statement of the agreement between Wind River and\nyou, which supersede all proposals, oral or written, and all other\ncommunications between the parties relating to the subject matter of this\nAgreement. No waiver, alteration or modification of the provisions of this\nAgreement or any of the terms of your purchase order will be valid unless made\nin writing and signed by a corporate officer of Wind River. If any legal action\nor proceeding is brought for the enforcement of this Agreement, or because of\nany alleged dispute, breach, default or misrepresentation in connection with any\nof the provisions of this Agreement, the successful or prevailing party or\nparties shall be entitled to recover reasonable attorneys' fees and other costs\nincurred in that action or proceeding, in addition to any other relief to which\nsuch party may be entitled. If any provision or provisions of this Agreement are\ndetermined to be invalid, illegal or unenforceable, the validity, legality and\nenforceability of the remaining provisions of this Agreement will not in any way\nbe affected or impaired thereby.\n\n               Should you have any questions concerning this Agreement, or if\nyou wish to contact Wind River for any reason, please write: Wind River Customer\nService, 1010 Atlantic Avenue, Alameda, CA 94501.\n\n\n\n\n                                       5.\n\n\n\n\n\n\n\n\n\nSeptember 12, 1994\n\n\nMr. Mark Laubach\nCom21\n\n                         VXWORKS TARGET LICENSE PROPOSAL\n\nOPTION 1:\n\nVxWorks Target Licenses shall be purchased for three separate categories: Head\nUnit, Home Unit - Standalone, and Home Unit - PC Card. Purchases shall be made\naccording to the terms below and at the following cumulative schedules.\n\nHead Unit\n\n\n\n\n                   DESCRIPTION                               QUANTITY                  PRICE\n-----------------------------------------------------------------------------------------------------\n                                                                                 \nAdditional VxWorks Target Licenses                         First 1,000                  [*]\n-----------------------------------------------------------------------------------------------------\n                                                           1,001-5,000                  [*]\n-----------------------------------------------------------------------------------------------------\n                                                            Over 5,000                  [*]\n-----------------------------------------------------------------------------------------------------\n\n\nHome Unit - Standalone\n\n\n\n\n                   DESCRIPTION                               QUANTITY                  PRICE\n-----------------------------------------------------------------------------------------------------\n                                                                                 \nAdditional VxWorks Target Licenses                         First 1,000                  [*]\n-----------------------------------------------------------------------------------------------------\n                                                           1,001-5,000                  [*]\n-----------------------------------------------------------------------------------------------------\n                                                           5,001-20,000                 [*]\n-----------------------------------------------------------------------------------------------------\n                                                          20,001-50,000                 [*]\n-----------------------------------------------------------------------------------------------------\n                                                           Over 50,000                  [*]\n-----------------------------------------------------------------------------------------------------\n\n\nHome Unit - PC Card\n\n\n\n                   DESCRIPTION                               QUANTITY                  PRICE\n-----------------------------------------------------------------------------------------------------\n                                                                                 \nAdditional VxWorks Target Licenses                         First 1,000                  [*]\n-----------------------------------------------------------------------------------------------------\n                                                           1,001-5,000                  [*]\n-----------------------------------------------------------------------------------------------------\n                                                           5,001-20,000                 [*]\n-----------------------------------------------------------------------------------------------------\n                                                          20,001-50,000                 [*]\n-----------------------------------------------------------------------------------------------------\n                                                           Over 50,000                  [*]\n-----------------------------------------------------------------------------------------------------\n\n\nOPTION 2:  NOT VALID\n\n\n\n\n\n\n\n\n\n\n*Certain information on this page has been omitted and filed separately with the\n Commission. Confidential treatment has been requested with respect to the\n omitted portions.\n\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151,9343],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42960","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-inc","corporate_contracts_companies-wind-river-systems-inc","corporate_contracts_industries-technology__programming","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\/42960","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=42960"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42960"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42960"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42960"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}