\nYen [*] [*]
\nEuros [*] [*]
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n [ ] Worldwide (initials)
\n ———–<\/p>\n
[X] Regional [INITIALED] (initials)
\n ———–<\/p>\n
6.3 Payment Process. After its receipt from the applicable Authorized
\nReplicator(s) of each monthly statement of Finished Product Units manufactured,
\nMicrosoft will invoice Licensee for the amount owed to Microsoft pursuant to
\nSection 6.1 above based upon the applicable statement. Licensee shall pay to
\nMicrosoft the full amount invoiced within thirty (30) calendar days after the
\ndate of the respective invoice. Payment will be made by wire transfer, in
\nimmediately available funds, to an account, and in accordance with a reasonable
\nprocedure, to be specified in writing by Microsoft.<\/p>\n
6.4 Audit. Licensee shall keep all usual and proper records related to its
\nperformance (and any subcontractor’s performance) under this Agreement,
\nincluding support for any cost borne by or income due to Microsoft, for a
\nminimum period of three (3) years from the date they are created. Such records,
\nbooks of account, and entries shall be kept in accordance with generally
\naccepted accounting principles. Microsoft reserves the right, upon twenty-four
\n(24) hours’ notice, to audit Licensee’s records and consult with Licensee’s
\naccountants for the purpose of verifying Licensee’s compliance with the terms of
\nthis Agreement and for a period of two (2) years thereafter. Any such audit
\nshall be made by Microsoft’s internal audit team or any Microsoft designee, and
\nshall be conducted during regular business hours at the Licensee’s (or any
\napplicable subcontractor’s) offices. Any such audit shall be paid for by
\nMicrosoft unless material discrepancies are disclosed. “Material” shall mean [*]
\nof the royalties due to Microsoft within the audit period. If material
\ndiscrepancies are disclosed, Licensee agrees to pay Microsoft for the costs
\nassociated with the audit, as well as reimburse Microsoft for all over-charged
\namounts, plus interest at a rate of 12% per annum.<\/p>\n
6.5 Taxes.<\/p>\n
6.5.1 The royalties to be paid by Licensee to Microsoft herein do not
\ninclude any foreign, U.S. federal, state, local, municipal or other governmental
\ntaxes, customs and other duties, levies, fees, excises or tariffs, arising as a
\nresult of or in connection with the transactions contemplated under this
\nAgreement including, without limitation, any state or local sales or use taxes
\nor consumption tax or any value added tax or business transfer tax now or
\nhereafter imposed on the provision of goods and services to Licensee by
\nMicrosoft under this Agreement, regardless of whether the same are separately
\nstated by Microsoft (all such taxes and other charges being referred to herein
\nas “Taxes”). All Taxes (and any penalties, interest, or other additions to any
\nTaxes), with the exception of taxes imposed on Microsoft’s net income or with
\nrespect to Microsoft’s property ownership, shall be the financial responsibility
\nof Licensee. Licensee agrees to indemnify, defend and hold Microsoft harmless
\nfrom any such Taxes or claims, causes of action, costs (including without
\nlimitation, reasonable attorneys’ fees) and any other liabilities of any nature
\nwhatsoever related to such Taxes.<\/p>\n
6.5.2 Licensee will pay all applicable value added, sales and use
\ntaxes and other taxes levied on it by a duly constituted and authorized taxing
\nauthority on the XDKs or any transaction related thereto in each country in
\nwhich the services and\/or property are being provided or in which the
\ntransactions contemplated hereunder are otherwise subject to tax, regardless of
\nthe method of delivery. Any taxes that are owed by Licensee, (i) as a result of
\nentering into this Agreement and the payment of the fees hereunder, (ii) are
\nrequired or permitted to be collected from Licensee by Microsoft under
\napplicable law, and (iii) are based upon the amounts payable under this
\nAgreement (such taxes described in (i), (ii), and (iii) above the “Collected
\nTaxes”), shall be remitted by Licensee to Microsoft, whereupon, upon request,
\nMicrosoft shall <\/p>\n
10<\/p>\n
* Confidential Portions Omitted and Filed Separately with the Commission.<\/p>\n
11
\n Consumer Group Contract No. 19355<\/p>\n
provide to Licensee tax receipts or other evidence indicating that such
\nCollected Taxes have been collected by Microsoft and remitted to the
\nappropriate taxing authority. Licensee may provide to Microsoft an exemption
\ncertificate acceptable to Microsoft and to the relevant taxing authority
\n(including without limitation a resale certificate) in which case, after the
\ndate upon which such certificate is received in proper form, Microsoft shall
\nnot collect the taxes covered by such certificate.<\/p>\n
6.5.3 If, after a determination by foreign tax authorities, any
\ntaxes are required to be withheld, on payments made by Licensee to Microsoft,
\nLicensee may deduct such taxes from the amount owed Microsoft and pay them to
\nthe appropriate taxing authority; provided however, that Licensee shall
\npromptly secure and deliver to Microsoft an official receipt for any such taxes
\nwithheld or other documents necessary to enable Microsoft to claim a U.S.
\nForeign Tax Credit. Licensee will make certain that any taxes withheld are
\nminimized to the extent possible under applicable law.<\/p>\n
6.5.4 This tax Section 6.5 shall govern the treatment of all taxes
\narising as a result of or in connection with this Agreement notwithstanding any
\nother section of this Agreement.<\/p>\n
7. NON-DISCLOSURE; ANNOUNCEMENTS<\/p>\n
7.1 Non-Disclosure Agreement. The information, materials and software
\nexchanged by the parties hereunder or under an XDK License, including the terms
\nand conditions hereof and of the XDK License, shall be subject to the
\nNon-Disclosure Agreement between the parties attached hereto and incorporated
\nherein by reference as Exhibit D.<\/p>\n
7.2 Public Announcements. The parties contemplate that they will
\ncoordinate the issuance of initial press releases, or a joint press release,
\nannouncing the relationship established by the execution of this Agreement.
\nHowever, neither party shall issue any such press release or make any such
\npublic announcement(s) without the express prior consent of the other party,
\nwhich consent will not be unreasonably withheld or delayed. Furthermore, the
\nparties agree to use their commercially reasonable efforts to coordinate in the
\nsame manner any subsequent press releases and public announcements relating to
\ntheir relationship hereunder prior to the issuance of the same. Nothing
\ncontained in this Section 7.2 will relieve Licensee of any other obligations it
\nmay have under this Agreement, including without limitation its obligations to
\nseek and obtain Microsoft approval of Art & Marketing Materials.<\/p>\n
7.3 Required Public Filings. Notwithstanding Sections 7.1 and 7.2, the
\nparties acknowledge that this Agreement, or portions thereof, may be required
\nunder applicable law to be disclosed, as part of or an exhibit to a party’s
\nrequired public disclosure documents. If either party is advised by its legal
\ncounsel that such disclosure is required, it will notify the other in writing
\nand the parties will jointly seek confidential treatment of this Agreement to
\nthe maximum extent reasonably possible, in documents approved by both parties
\nand filed with the applicable governmental or regulatory authorities, and\/or
\nMicrosoft will prepare a redacted version of this Agreement for filing.<\/p>\n
8. TERM AND TERMINATION<\/p>\n
8.1 Term. The term of this Agreement shall commence on the Effective Date
\nand unless terminated earlier as provided herein, shall continue until three
\n(3) years after Commercial Release of Xbox.<\/p>\n
8.2 Termination for Breach. In the event either party shall materially
\nfail to perform or comply with this Agreement or any provision thereof, and
\nfail to remedy the default within fifteen (15) days after the receipt of notice
\nto that effect, then the other party shall have the right, at its sole option
\nand upon written notice to the defaulting party, to terminate this Agreement
\nupon written notice. Any notice of default hereunder shall be prominently
\nlabeled “NOTICE OF DEFAULT”; provided, however, that if the default is of
\nSection 3 or 7.1 above, or an XDK License, then the non-defaulting party may
\nterminate this Agreement immediately upon written notice, without being
\nobligated to provide a fifteen-day cure period. The rights and remedies
\nprovided in this Section shall not be exclusive and are in addition to any
\nother rights and remedies provided by law or this Agreement. If the uncured
\ndefault is related to a particular<\/p>\n
11
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\n Consumer Group Contract No. 19355<\/p>\n
Software Title, then the party not in default will have the right, in its
\ndiscretion, to terminate this Agreement in its entirety or with respect to the
\napplicable Software Title.<\/p>\n
8.3 Termination for Creative Reasons. In the event that Microsoft
\ndetermines, at any time prior to the Commercial Release of a Software Title,
\nthat such Software Title does not comply with the requirements set forth in the
\nXbox Guide, and Licensee fails to remedy the noncompliance within fifteen (15)
\ndays after the receipt of notice to that effect, then Microsoft will have the
\nright to terminate this Agreement, without cost or penalty, upon written notice
\nto Licensee solely with respect to such Software Title, in Microsoft’s sole
\ndiscretion and notwithstanding any prior approvals given by Microsoft pursuant
\nto Section 2 above.<\/p>\n
8.4 Effect of Termination; Sell-off Rights. Upon termination or expiration
\nof this Agreement, Licensee shall have no further right to exercise the rights
\nlicensed hereunder or otherwise acquired in relation to this Agreement and shall
\npromptly return any and all copies of the Licensed Trademarks. Licensee shall
\nhave a period of six (6) months following expiration of this Agreement, or
\ntermination for a reason other than Licensee’s breach, to sell-off its inventory
\nof Finished Product Units existing as of the date of termination or expiration,
\nafter which sell-off period Licensee immediately shall destroy all Finished
\nProduct Units then in its possession or under its control. All of Licensee’s
\nobligations under this Agreement shall continue to apply during such six-month
\nsell-off period. If this Agreement is terminated due to Licensee’s breach,
\nLicensee shall immediately destroy all Finished Product Units not yet
\ndistributed to Licensee’s distributors, dealers and\/or end users. If requested
\nby Microsoft in writing, Licensee will deliver to Microsoft the written
\ncertification by an officer of Licensee confirming the destruction of Finished
\nProduct Units required hereunder.<\/p>\n
8.5 Survival. The following provisions shall survive termination of this
\nAgreement: 1, 3.6, 5.1, 5.3, 5.4, 6, 7, 8.4, 8.5, 9, 10, 11 and 12.<\/p>\n
9. WARRANTIES<\/p>\n
9.1 Licensee. Licensee warrants and represents that:<\/p>\n
9.1.1 It has the full power to enter into this Agreement;<\/p>\n
9.1.2 It has not previously and will not grant any rights to any
\nthird party that are inconsistent with the rights granted to Microsoft herein;
\nand<\/p>\n
9.1.3 The Software Title, Finished Product Units, Art & Marketing
\nMaterials (excluding those portions that consist of the Licensed Material,
\nLicensed Trademarks, and redistributable components of the so-called “XDK” in
\nthe form as delivered to Licensee by Microsoft pursuant to an XDK License) do
\nnot and will not infringe upon or misappropriate any third party trade secrets,
\ncopyrights, trademarks, patents, publicity, privacy or other proprietary rights.<\/p>\n
9.2 Microsoft. Microsoft warrants and represents that:<\/p>\n
9.2.1 It has the full power to enter into this Agreement; and<\/p>\n
9.2.2 It has not previously and will not grant any rights to any
\nthird party that are inconsistent with the rights granted to Licensee herein.<\/p>\n
9.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, MICROSOFT
\nPROVIDES ALL MATERIALS (INCLUDING WITHOUT LIMITATION THE SECURITY TECHNOLOGY)
\nAND SERVICES HEREUNDER ON AN “AS IS” BASIS, AND MICROSOFT DISCLAIMS ALL OTHER
\nWARRANTIES UNDER THE APPLICABLE LAWS OF ANY COUNTRY, EXPRESS OR IMPLIED,
\nREGARDING THE MATERIALS AND SERVICES IT PROVIDES HEREUNDER, INCLUDING ANY
\nIMPLIED WARRANTIES OF MERCHANTABILITY,<\/p>\n
12
\n 13
\n Consumer Group Contract No. 19355<\/p>\n
FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF FREEDOM FROM COMPUTER VIRUSES.
\nWITHOUT LIMITATION, MICROSOFT PROVIDES NO WARRANTY OF NON-INFRINGEMENT.<\/p>\n
9.4 LIMITATION OF LIABILITY. THE MAXIMUM LIABILITY OF MICROSOFT TO
\nLICENSEE OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT SHALL BE THE TOTAL
\nAMOUNTS RECEIVED BY MICROSOFT HEREUNDER. FURTHERMORE, UNDER NO CIRCUMSTANCES
\nSHALL MICROSOFT BE LIABLE TO LICENSEE FOR ANY DAMAGES WHATSOEVER WITH RESPECT TO
\nANY CLAIMS RELATING TO THE SECURITY TECHNOLOGY AND\/OR ITS AFFECT ON ANY SOFTWARE
\nTITLE.<\/p>\n
10. INDEMNITY<\/p>\n
10.1 Indemnification. A claim for which indemnity may be sought
\nhereunder shall be referred to as a “Claim.”<\/p>\n
10.1.1 Mutual Indemnification. Each party hereby agrees to
\nindemnify, defend and hold the other party harmless from any and all claims,
\ndemands, costs, liabilities, losses, expenses and damages (including reasonable
\nattorneys’ fees, costs, and expert witnesses’ fees) arising out of or in
\nconnection with any claim that, taking the claimant’s allegations to be true,
\nwould result in a breach by the indemnifying party of any of its warranties and
\ncovenants set forth in Section 9.<\/p>\n
10.1.2 Additional Licensee Indemnification Obligation. Licensee
\nfurther agrees to indemnify, defend and hold Microsoft harmless from any and all
\nclaims, demands, costs, liabilities, losses, expenses and damages (including
\nreasonable attorneys’ fees, costs, and expert witnesses’ fees) arising out of or
\nin connection with any claim regarding any Software Title or Finished Product
\nUnit, including without limitation any claim relating to quality, performance,
\nsafety or conformance with the Certification Requirements, or arising out of
\nLicensee’s use of the Licensed Trademarks in breach of this Agreement.<\/p>\n
10.2 Notice and Assistance. The indemnified party shall: (i) provide
\nthe indemnifying party reasonably prompt notice in writing of any Claim and
\npermit the indemnifying party to answer and defend such Claim through counsel
\nchosen and paid by the indemnifying party; and (ii) provide information,
\nassistance and authority to help the indemnifying party defend such Claim. The
\nindemnified party may participate in the defense of any Claim at its own
\nexpense. The indemnifying party will not be responsible for any settlement made
\nby the indemnified party without the indemnifying party’s written permission,
\nwhich will not be unreasonably withheld or delayed. In the event the
\nindemnifying party and the indemnified party agree to settle a Claim, the
\nindemnified party agrees not to publicize the settlement without first obtaining
\nthe indemnifying party’s written permission.<\/p>\n
10.3 Insurance. Prior to distribution of any Software Title, Licensee
\nat its sole cost and expense shall have endorsed Microsoft as an additional
\ninsured on Licensee’s media perils errors and omissions liability policy for
\nclaims arising in connection with production, development and distribution of
\neach Software title in an amount no less than $5,000,000 on a per occurrence or
\nper incident basis. Coverage provided to Microsoft under the policy shall be
\nprimary to and not contributory with any insurance maintained by Microsoft. Upon
\nrequest, Licensee agrees to furnish copies of the additional insured endorsement
\nand\/or a certificate of insurance evidencing compliance with this requirement.<\/p>\n
13
\n 14
\n Consumer Group Contract No. 19355<\/p>\n
11. PROTECTION OF PROPRIETARY RIGHTS<\/p>\n
11.1 Microsoft Intellectual Property. In the event Licensee learns of any
\ninfringement or imitation of the Licensed Trademarks, the Software Title or the
\nFinished Product Units, or the proprietary rights in or related to any of them,
\nit will promptly notify Microsoft thereof. Microsoft may take such action as it
\ndeems advisable for the protection of its rights in and to such proprietary
\nrights, and Licensee shall, if requested by Microsoft, cooperate in all
\nreasonable respects therein at Microsoft’s expense. In no event, however, shall
\nMicrosoft be required to take any action if it deems it inadvisable to do so.
\nMicrosoft will have the right to retain all proceeds it may derive from any
\nrecovery in connection with such actions.<\/p>\n
11.2 Licensee Intellectual Property. Licensee, without the express
\nwritten permission of Microsoft, may bring any action or proceeding relating to
\nthis infringement or potential infringement, to the extent such infringement
\ninvolves any proprietary rights of Licensee (provided that Licensee will not
\nhave the right to bring any such action or proceeding involving Microsoft’s
\nintellectual property). Licensee shall make reasonable efforts to inform
\nMicrosoft regarding such actions in a timely manner. Licensee will have the
\nright to retain all proceeds it may derive from any recovery in connection with
\nsuch actions. Licensee agrees to use all commercially reasonable efforts to
\nprotect and enforce its proprietary rights in the Software Title.<\/p>\n
11.3 Joint Actions. Licensee and Microsoft may agree to jointly pursue
\ncases of infringement involving the Software Titles (since such products will
\ncontain intellectual property owned by each of them). Unless the parties
\notherwise agree, or unless the recovery is expressly allocated between them by
\nthe court (in which case the terms of Sections 11.1 and 11.2 will apply), in the
\nevent Licensee and Microsoft jointly prosecute an infringement lawsuit under
\nthis provision, any recovery shall be used first to reimburse Licensee and
\nMicrosoft for their respective reasonable attorneys’ fees and expenses, pro
\nrata, and then to reimburse Licensee and Microsoft pro rata for the respective
\ndamages incurred by each party as a result of the infringement. If the parties
\ncan not agree in good faith within a reasonable period of time on the proper
\nparties’ respective damages and the proper allocation of proceeds therefor, then
\nany remaining recovery shall also be given to Licensee and Microsoft pro rata
\nbased upon the fees and expenses incurred in bringing such action.<\/p>\n
12. GENERAL<\/p>\n
12.1 Governing Law; Venue; Attorneys Fees. This Agreement shall be
\nconstrued and controlled by the laws of the State of Washington, U.S.A., and
\nLicensee consents to exclusive jurisdiction and venue in the federal courts
\nsitting in King County, Washington, U.S.A., unless no federal jurisdiction
\nexists, in which case Licensee consents to exclusive jurisdiction and venue in
\nthe Superior Court of King County, Washington, U.S.A. Licensee waives all
\ndefenses of lack of personal jurisdiction and forum non conveniens. Process may
\nbe served on either party in the manner authorized by applicable law or court
\nrule. If either party employes attorneys to enforce any rights arising out of
\nor relating to this Agreement, the prevailing party shall be entitled to
\nrecover its reasonable attorneys’ fees, costs and other expenses. This choice
\nof jurisdiction provision does not prevent Microsoft from seeking injunctive
\nrelief with respect to a violation of intellectual property rights or
\nconfidentiality obligations in any appropriate jurisdiction.<\/p>\n
12.2 Notices; Requests. All notices and requests in connection with this
\nAgreement shall be deemed given as of the day they are (i) deposited in the
\nU.S. mails, postage prepaid, certified or registered, return receipt requested;
\nor (ii) sent by overnight courier, charges prepaid, with a confirming fax; and
\naddressed as follows:<\/p>\n
14
\n 15
\n Consumer Group Contract No. 19355<\/p>\n
Licensee: Bay Area Multimedia, Inc.
\n 333 West Santa Clara St., Ste 930
\n San Jose, CA 95113<\/p>\n
Attention: Mr. Ray Musci, President
\n Fax: (408) 298-9600
\n Phone: (408) 298-7500<\/p>\n
Microsoft: MICROSOFT CORPORATION
\n One Microsoft Way
\n Redmond, WA 98052-6399<\/p>\n
Attention: Xbox Business Development<\/p>\n
with a cc to: MICROSOFT CORPORATION
\n One Microsoft Way
\n Redmond, WA 98052-6399<\/p>\n
Attention: Law & Corporate Affairs Department
\n Product Development & Marketing
\n Fax: (425) 936-7329<\/p>\n
or to such other address as the party to receive the notice or request so
\ndesignates by written notice to the other.<\/p>\n
12.3 Assignment. Licensee may not assign this Agreement or any portion
\nthereof, to any third party unless Microsoft expressly consents to such
\nassignment in writing. Microsoft will have the right to assign this Agreement
\nand\/or any portion thereof as Microsoft may deem appropriate. For the purposes
\nof this Agreement, a merger, consolidation, or other corporate
\nreorganization, or a transfer or sale of a controlling interest in a party’s
\nstock, or of all or substantially all of its assets shall be deemed to be an
\nassignment. This Agreement will inure to the benefit of and be binding upon the
\nparties, their successors, administrators, heirs, and permitted assigns.<\/p>\n
12.4 No Partnership. Microsoft and Licensee are entering into a license
\npursuant to this Agreement and nothing in this Agreement shall be construed as
\ncreating an employer-employee relationship, a partnership, or a joint venture
\nbetween the parties.<\/p>\n
12.5 Severability. In the event that any provision of this Agreement is
\nfound invalid or unenforceable pursuant to judicial decree or decision, the
\nremainder of this Agreement shall remain valid and enforceable according to its
\nterms. The parties intend that the provisions of this Agreement be enforced to
\nthe fullest extent permitted by applicable law. Accordingly, the parties agree
\nthat if any provisions are deemed not enforceable, they shall be deemed
\nmodified to the extent necessary to make them enforceable.<\/p>\n
12.6 Injunctive Relief. The parties agree that Licensee’s threatened or
\nactual unauthorized use of the Licensed Trademarks whether in whole or in part,
\nmay result in immediate and irreparable damage to Microsoft for which there is
\nno adequate remedy at law, and that either party’s threatened or actual breach
\nof the confidentiality provisions may cause like damage to the nonbreaching
\nparty, and in such event the nonbreaching party shall be entitled to
\nappropriate injunctive relief, without the necessity of posting bond or other
\nsecurity.<\/p>\n
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\n Consumer Group Contract No. 19355<\/p>\n
12.7 Entire Agreement; Modification; No Offer. The parties hereto agree
\nthat this Agreement (including all Exhibits hereto, and the Microsoft
\nNon-Disclosure Agreement to the extent incorporated herein) and the Xbox Guide
\n(as applicable from time to time) constitute the entire agreement between the
\nparties with respect to the subject matter hereof and merges all prior and
\ncontemporaneous communications. It shall not be modified except by a written
\nagreement dated subsequent hereto signed on behalf of Licensee and Microsoft by
\ntheir duly authorized representatives. Neither this Agreement nor any written or
\noral statement related hereto constitute an offer, and this Agreement shall not
\nbe legally binding until executed by both parties hereto.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
\nexecuted as of the Effective Date on the dates indicated below.<\/p>\n
MICROSOFT CORPORATION BAY AREA MULTIMEDIA, INC.<\/p>\n
\/s\/ J. ALLARP \/s\/ RAYMOND MUSCI
\n———————- ————————-
\nBy (sign) By (sign)<\/p>\n
J. Allarp Raymond Musci
\n———————- ————————-
\nName (Print) Name (Print)<\/p>\n
GEN MGR President
\n———————- ————————-
\nTitle Title<\/p>\n
11\/20\/00 10\/18\/2000
\n———————- ————————-
\nDate Date<\/p>\n
16
\n 17
\n Consumer Group Contract No. 19355<\/p>\n
EXHIBIT A-1
\n DESCRIPTION OF SOFTWARE TITLE<\/p>\n
17
\n 18
\n Consumer Group Contract No. 19355<\/p>\n
EXHIBIT B
\n LICENSED TRADEMARKS<\/p>\n
[insert Xbox design here]<\/p>\n
18
\n 19
\n Consumer Group Contract No. 19355<\/p>\n
EXHIBIT C
\n BRANDING SPECIFICATIONS<\/p>\n
The following guidelines apply whenever Licensee places a copy of any Licensed
\nTrademark on the Software Title, or related collateral materials.<\/p>\n
– Licensee may use the Licensed Trademarks solely on the retail box,
\n documentation, and Art & Marketing Materials for the Software Title,
\n and in no other manner.<\/p>\n
– Licensee’s name, logo, or trademark must appear on any materials
\n where the Licensed Trademarks are used, and must be larger and more
\n prominent than the Licensed Trademarks.<\/p>\n
– The Licensed Trademarks may not be used in any manner that expresses
\n or might imply Microsoft’s affiliation, sponsorship, endorsement,
\n certification, or approval, other than as contemplated by this
\n Agreement.<\/p>\n
– The Licensed Trademarks may not be included in any non-Microsoft
\n trade name, business name, domain name, product or service name,
\n logo, trade dress, design, slogan, or other trademark.<\/p>\n
– Licensee may use the Licensed Trademarks only as provided by
\n Microsoft electronically or in hard copy form. Except for size
\n subject to the restrictions herein, the Licensed Trademarks may not
\n be altered in any manner, including proportions, colors, elements,
\n etc., or animated, morphed, or otherwise distorted in perspective or
\n dimensional appearance.<\/p>\n
– The Licensed Trademarks may not be combined with any other symbols,
\n including words, logos, icons, graphics, photos, slogans, numbers, or
\n other design elements.<\/p>\n
– The Licensed Trademarks (including but not limited to Microsoft’s
\n logos, logotypes, trade dress, and other elements of product
\n packaging and web sites) may not be imitated.<\/p>\n
– The Licensed Trademarks may not be used as a design feature in any
\n materials.<\/p>\n
– The Licensed Trademarks must stand alone. A minimum amount of empty
\n space must surround the Licensed Trademarks separating it from any
\n other object, such as type, photography, borders, edges, and so on.
\n The required areas of empty space around the Licensed Trademarks must
\n be 1\/2x, where x equals the height of the Licensed Trademarks.<\/p>\n
– Each use of the Licensed Trademarks must include the notice: “Xbox is
\n a trademark of Microsoft Corporation in the United States and\/or
\n other countries and is used under license from Microsoft”.<\/p>\n
ADDITIONAL GUIDELINES FOR PROPER USE OF THE “XBOX” WORD MARK:<\/p>\n
– Use the trademark symbol (“(TM)”) at the upper right corner or
\n baseline immediately following the name “Xbox”. This symbol should be
\n used at the first or most prominent mention. Please be sure to spell
\n Xbox as one word, with no hyphen and with no space between “X” and
\n “box”.<\/p>\n
– Include the following notice on materials referencing Xbox:<\/p>\n
“Xbox is a trademark of Microsoft Corporation.”<\/p>\n
– Trademarks identify a company’s goods or services. Xbox is not a
\n generic thing, but rather a brand of game system from Microsoft. A
\n trademark is a proper adjective that modifies the genetic name or
\n descriptor of a product or service. The descriptor for Xbox is “game
\n system,” i.e., “Xbox(TM) game system.” Use the descriptor immediately
\n after mention of “Xbox”. You should not combine the Xbox trademark
\n with an improper generic name or descriptor. For example, game
\n programs designed to run on the Xbox game system are not “Xbox
\n games,” but rather “games for the Xbox system” or “Xbox certified
\n games.”<\/p>\n
– The Xbox trademark may never by abbreviated. Do not use “X” by itself
\n to represent “Xbox.”<\/p>\n
19
\n 20
\n Consumer Group Contract No. 19355<\/p>\n
EXHIBIT D<\/p>\n
NON-DISCLOSURE AGREEMENT<\/p>\n
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