This ODB++ Solutions Development Partnership Agreement (“Agreement”) between Mentor Graphics Corporation (“Mentor Graphics”) and _______________ (“Participant”) is effective as of _______________ (“Effective Date”).
Mentor Graphics wishes to support widespread use of the ODB++ Format by partners in the electronics industry. Mentor Graphics has created the ODB++ Format and improves it from time to time with updates.
Mentor Graphics and Participant agree as follows:
1.1 “ODB++ Format” means a format owned by Mentor Graphics, the specification of which may be downloaded from the ODB++ Solutions Alliance website.
1.2 “Participant Products” means the following Participant products: ________________________________________________
2. LICENSE GRANT
Mentor Graphics grants to Participant a nontransferable, nonexclusive license to use the ODB++ Format solely to develop, test and support an interface with the Participant Products.
3. SUPPORT FOR THE ODB++ FORMAT
Mentor Graphics will provide updates to the ODB++ Format to Participant as such updates become commercially available. Mentor Graphics will use commercially reasonable efforts to provide technical support to Participant for the ODB++ Format. The latest copy of the specification will be made available to partners via the ODB++ Solutions Alliance site at www.odb-sa.com.
Participant agrees to promote the integration between the ODB++ Format and the Participant Products by: (i) joining the ODB++ Solutions Alliance as a “solutions development partnering” member, via the ODB++ Website, including providing a quote about Participant’s ODB++ Format implementation for use in Mentor Graphics’ promotional materials and on the ODB++ Website; (ii) allowing Mentor Graphics to use Participant’s logo in Mentor Graphics promotional materials and on the ODB++ Website; (iii) including a brief factual statement on the ODB++ Format implementation in Participant’s promotional materials and a link from Participant’s website to the ODB++ Website; (iv) making a visible acknowledgement in the Participant’s Products (user-interface and documentation) of the support received from Mentor Graphics under this Agreement for the implementation of the ODB++ Format; and (v) agreeing to the publication by Mentor Graphics of the existence of Participant’s membership in the ODB++ Solutions Alliance.
Either party may terminate this Agreement at any time upon written notice without cause ninety days after such notice. Notwithstanding the foregoing, Mentor Graphics reserves the right to terminate this Agreement without notice if Participant fails to comply with this Agreement. Upon termination of this Agreement, Participant shall promptly cease further development of any interfaces. If following termination or expiration of this Agreement, Participant elects to continue distributing ODB++ Format interfaces created under this Agreement, this Agreement will survive for so long as Participant continues distributing the ODB++ Format interfaces.
6. DISCLAIMER OF WARRANTY
NEITHER MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY WARRANTY WITH RESPECT TO THE ODB++ FORMAT, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.