R95-162 ACCEPTING THE PROPOSAL AND AUTHORIZING A CONTRACT

Home Browse Search

� F a � � Exhibit B Motorola Products. Licensee's obligations under Section 2 shall continue past termination of any license granted hereunder except insofar as the exceptions of Section 5 are applicable. 4.3 The right to use Programs under this License Agreement may be eartier terminated for the reasons set forth in Section 6 hereinbelow or, in the case of Category Three Programs, as set forth in section 2.4.4, above, or both. SECTION 5-EXCEPTIONS 5.1 The Licensee's obligations with respect to confidentiality under this Agreement shall not apply to any part of a Program(s)that: 5.1.1 Is or becomes publicly known through no wrongful act on the part of Licensee; 5.1.2 Is already known to Licensee at the time of disclosure; 5.1.3 Is rightfully received by Licensee from a third party without breach of this License Agreement; or 5.1.4 Is explicitly approved for public release by written authorization of Motorola. 5.2 That an exception under Section 5.1 may be applicable shall not diminish in any way any other obligations the Licensee may have, such as those obligations that are based upon patent and copyright interests of Motorola. SECTION 6-TERMINATION 6.1 A party to this Agreement may give written notice of termination to a breaching party if the breaching party commits a material breach of any of its obligations: (1) as set forth herein; (2) as set forth in a purchase contract for a Program(s); or (3) as set forth in any other agreement between the parties regarding such Program(s). The written notice of termination shall specify the material breach and must specify whether the entire License Agreement is being terminated or whether the License Agreement is being terminated with respect to a particular Program, or particular Programs. Upon receipt of the written notice of termination, the breaching party shall have ten (10) business days to cure the material breach. During such ten (10} day cure period, Motorola may withhold performance under this Agreement. In the event that the material breach is not cured during the ten (10)working days, the License Agreement is terminated as specified in the written notice of termination. 62 Upon termination of this License Agreement in its entirety or termination of this License Agreement for any particular Program(s) by Motorola for cause, Licensee shall promptly forvvard to Motorola, or to Motorola's designee, all copies of Programs for which this License Agreement is terminated. In the event a Program is Embedded in a Motorola Product, the Licensee shall either return the Motorola Product(or that portion of the Motorola Product that contains the Program), or certify destruction of the Embedded Rrogram by means of one or more affidavits. 6.3 It is further agreed that, upon termination of this License Agreement for any Category Three or Category Four Programs by Motorola for cause, then Motorola shall have the right to repossess, by any lawful means, with or without notice to the Licensee, all such items of Category Three or Category Four Programs provided, however, that Motorola shall not have such right in the event Contract No. 95-10192/IL 7 11/14/95