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Adopter's Agreement This patent license agreement among parties wishing adopt IPMI Specification. used this Agreement: "Promoters" Intel Corporation, Dell Corporation, Hewlett Packard Corporation, Corporation "Adopter" entity named this Agreement. "Fellow Adopters" Promoters other entity which executed identical counterpart this Agreement delivered Promoters. "Specification" specifications entitled "Intelligent Platform Management Interface Specification, Intelligent Platform Management Communications Protocol Specification, Intelligent Chassis Management Bridge Specification" authored published Promoters. "Necessary Claims" shall mean those claims patents patent applications throughout world, excluding claims semiconductor manufacturing technology, which Promoter, Contributor Adopter, applicable, right, time during term this Agreement, grant licenses scope granted herein without such grant exercise rights thereunder resulting payment royalties other consideration third parties (except payment affiliates) which necessarily infringed implementation version Specification adopted Promoters pursuant Section below, where such infringement could have been avoided another commercially reasonable non-infringing implementation Specification. Licenses: Grants Licenses. Upon later Adopter's execution this Agreement finalization Specification Promoters, Adopter hereby grants Promoters Fellow Adopters, Promoters hereby grant Adopter, nonexclusive, royalty-free, nontransferable, nonsublicenseable, worldwide license under Necessary Claims make, have made, use, import, offer sell sell products which comply with Specification; provided that such license shall extend features product which required comply with Specification which there exists feasible, noninfringing alternative. Promoters grant Adopter nonexclusive, royalty-free, nontransferable, nonsublicenseable, worldwide license under copyrights Specification reproduce Specification necessary order make, have made, use, import, offer sell sell products which comply with Specification. Acceptance License. Adopter's license grant Fellow Adopters Promoters subject their granting reciprocal license Adopter. General: Trademarks Branding. Adopter hereby agrees assert against Promoter Fellow Adopters trademark trade name rights Adopter have hereafter names Intelligent Platform Management Interface (IPMI), Intelligent Platform Management (IPMB), Intelligent Chassis Management (ICMB). Governing Law. This Agreement shall construed controlled laws Delaware, without reference conflict laws principles.
Jurisdiction. parties agree that disputes arising this Agreement shall heard exclusively parties irrevocably consent jurisdiction venue state Federal courts Delaware. Other Licenses. Adopter neither grants receives license right trademark, tradename, copyright, maskwork hereunder. Except rights expressly provided this Agreement, Adopter neither grants receives, implication, estoppel, otherwise, rights under patents other intellectual property rights. Warranty. Adopter acknowledges that Specification provided WITH WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED STATUTORY, INCLUDING, LIMITED WARRANTY MERCHANTABILITY, NONINFRINGEMENT, FITNESS PARTICULAR PURPOSE, WARRANTY OTHERWISE ARISING PROPOSAL, SPECIFICATION, SAMPLE. Partners. Adopter understands that Promoters independent companies partners joint venturers with each other. While Promoters select entity handle certain administrative tasks them, party authorized make commitment behalf them. Limitation Liability. EVENT WILL PROMOTERS LIABLE EACH OTHER, ADOPTER CONTRIBUTOR COST PROCUREMENT SUBSTITUTE GOODS SERVICES. LOST PROFITS, LOSS USE, LOSS DATA INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY OTHERWISE, ARISING THIS OTHER RELATED AGREEMENT, WHETHER SUCH PARTY ADVANCE NOTICE POSSIBILITY SUCH DAMAGES. Complete Agreement. This Agreement sets forth entire understanding agreement between Adopters Promoters supersedes prior agreements understandings relating hereto. modifications additions deletions from this Agreement shall binding unless accepted writing authorized representative parties.
Promoter:
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Adopter:
Company: Name: Title: Date: Telephone: Fax: e-mail: Address:

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