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USB 3.0 Adopters

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2015-06-16
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标签： USB3 0

USB 3.0 Adopters规范要求

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Notice This agreement is not effective until a fully executed original has been received by the Secretary Intel Corporation at 2111 NE 25th Avenue Mailstop JF5373 Hillsboro OR 97124 Attn Brad Saunders This agreement will not be effective if received by the Secretary after ex piration of the Adoption Period as defined in Section 13 below USB 30 ADOPTERS AGREEMENT This USB 30 Adopters Agreement Agreement is entered into by and between the Promoters as defined below and the adopting party se......

Notice: This agreement is not effective until a fully executed original has been received by the

Secretary, Intel Corporation, at 2111 NE 25

Avenue, Mailstop JF5-373, Hillsboro, OR 97124,

Attn: Brad Saunders. This agreement will not be effective if received by the Secretary after ex-

piration of the Adoption Period (as defined in Section 1.3 below).

USB 3.0 ADOPTERS AGREEMENT

This USB 3.0 Adopters Agreement (“Agreement”) is entered into by and between the Promoters

(as defined below) and the adopting party set forth below (“Adopting Party”).

Adopting Party Name

City

Contact Name

State

Telephone

Fax

Zip

The parties hereto hereby agree as follows.

Agreement

EFINITIONS

1.1

“Adopter” means Adopting Party and any party that has entered into or later enters into

an Adopters Agreement and delivered it to the Secretary during the Adoption Period.

1.2

“Adopters Agreement” means an agreement entered into by any party and the Promoters

containing terms substantially similar to this Agreement.

1.3

“Adoption Period” for any given Adopter means any time prior to the later of the date

one (1) year after: (i) the public release date of the Final Specification, or (ii) the first sale by

such Adopter of a product that includes a Compliant Portion, or (iii) a date set upon vote of at

least two-thirds (2/3) of the Promoters.

1.4

“Affiliate” means any entity that is directly or indirectly controlled by, under common

control with or that controls the subject party. For purposes of this definition control means di-

rect or indirect ownership of or the right to exercise (a) at least fifty percent (50%) of the out-

standing shares or securities entitled to vote for the election of directors or similar managing au-

thority of the subject entity; or (b) at least fifty percent (50%) of the ownership interest

representing the right to make the decisions for the subject entity; provided, however, that in

each case such entity shall be deemed to be an Affiliate only as long as such ownership or con-

trol exists and is more than fifty percent (50%).

USB 3_0 Adopters Agreement_020411

1.5

“Compliant Portion” means only those specific portions of products (hardware, software

or combinations thereof) that implement and are compliant with all relevant portions of the Final

Specification(as applicable to such portions), provided such portions are within the bounds of the

Scope.

1.6

“Final Specification” means the USB 3.0 Specification as adopted and published by the

Promoters. For purposes of this definition, the Final Specification shall not include any imple-

mentation examples unless such implementation examples are expressly identified as being in-

cluded as part of the limited patent license in the Final Specification as adopted.

1.7

“Necessary Claims” means claims of a patent or patent application that (a) are owned or

controlled by a party now or at any future time until termination under Section 4 below; and (b)

are necessarily infringed by implementing those portions of the Final Specification within the

bounds of the Scope, wherein a claim is necessarily infringed only when it is not possible to

avoid infringing it because there is no commercially plausible non-infringing alternative for im-

plementing such portions of the Final Specification within the bounds of the Scope. Notwith-

standing the foregoing sentence, Necessary Claims do not include any claims (x) other than those

set forth above even if contained in the same patent or patent application as Necessary Claims;

(y) that read solely on any implementations of any portion of the Final Specification that are not

within the bounds of the Scope; or (z) that, if licensed, would require consent from, and/or a

payment of royalties by the licensor to unaffiliated third parties.

1.8

“Promoters” means each company that has signed a USB 3.0 Specification Promoters

Agreement and its Affiliates.

1.9

“Scope” means the protocols, electrical signaling characteristics, mechanical require-

ments for connectors and cabling, and firmware descriptors and device and driver architectures

solely to the extent disclosed with particularity in the Final Specification where the sole purpose

of such disclosure is to enable products to interoperate, interconnect or communicate as defined

within the Final Specification. Notwithstanding the foregoing, the Scope shall not include (a)

any enabling technologies that may be necessary to make or use any product or portion thereof

that complies with the Final Specification, but are not themselves expressly set forth in the Final

Specification (e.g., semiconductor manufacturing technology, compiler technology, object

oriented technology, basic operating system technology, etc.); or (b) the implementation of other

published specifications developed outside of this Agreement but referred to in the body of the

Final Specification; or (c) any portions of any product and any combinations thereof the sole

purpose or function of which is not required for compliance with the Final Specification.

1.10 “Secretary” means the party identified by the Promoters as the secretary for the Final

Specification.

1.11

“Trademarks” shall have the meaning assigned in Section 3.1.

-2-

2.1

ICENSES

Limited Patent Licensing Obligation.

(a)

To Adopter. Effective upon adoption by the Promoters of the Final Specification

and receipt by the Secretary of a fully executed original of this Agreement during the

Adoption Period, the Promoters and their Affiliates hereby agree that they will grant to

Adopting Party and its Affiliates, (collectively “Licensee”) a nonexclusive, worldwide li-

cense under their Necessary Claims solely to make, have made, use, import offer to sell,

sell and otherwise distribute and dispose of Compliant Portions; provided that such li-

cense need not extend to any part or function of a product in which a Compliant Portion

is incorporated that is not itself part of the Compliant Portion. Such license shall be

granted on a royalty-free basis and under otherwise reasonable and non-discriminatory

terms, provided that such license grant may be conditioned upon Licensee’s grant of a re-

ciprocal license binding Licensee.

(b)

By Adopter. Effective upon adoption by the Promoters of the Final Specification,

Adopting Party and its Affiliates hereby agrees that it will grant to each of the Promoters

and all Adopters and their respective Affiliates (also collectively “Licensee”), a nonex-

clusive, worldwide license under its Necessary Claims solely to make, have made, use,

import offer to sell, sell and otherwise distribute and dispose of Compliant Portions; pro-

vided that such license need not extend to any part or function of a product in which a

Compliant Portion is incorporated that is not itself part of the Compliant Portion. Such li-

cense shall be granted on a royalty-free basis and under otherwise reasonable and non-

discriminatory terms, provided that such license grant may be conditioned upon Licen-

see’s grant of a reciprocal license binding Licensee.

2.2

the Promoters hereby grant to Adopting Party and its Affiliates who agree to be bound to this

Agreement a nonexclusive, royalty-free, non-transferable, non-sublicenseable, worldwide, perpe-

tual copyright license to the Final Specification to reproduce the Final Specification as necessary

in order to exercise the patent rights granted in Section 2.1(a), provided that all reproductions

thereof shall include any copyright notices and disclaimers contained in the Final Specification.

2.3

Non-Circumvention. Adopter agrees (i) that neither it nor any Affiliate has transferred

patents nor granted exclusive licenses having Necessary Claims, and (ii) that it will not transfer

patents or grant exclusive licenses having Necessary Claims, and (iii) that it will cause its Affili-

ates to refrain from transferring patents or granting exclusive licenses having Necessary Claims,

for the purpose of circumventing such Adopter’s obligations under this Agreement.

RADEMARKS

3.1

Nonassert. Adopter hereby agrees not to assert against any Promoter or other Adopter

any trademark, trade name, or similar rights it may have now or hereafter in the names “Univer-

sal Serial Bus”, “USB”, or “USB 3.0” (collectively “Trademarks”).

-3-

3.2

Obligation to Use Trademarks. Adopter is not obligated to use any of the Trademarks on

any product, advertising, or on any other material in any manner.

3.3

Use of the Trademarks. Adopter agrees that, to the extent it uses the Trademarks, it shall

only use the Trademarks to label and promote products in which all included features and func-

tions reasonably capable of being implemented as Compliant Portions have been so imple-

mented. Adopter shall not use or adopt any trademarks for any product, service or specification

likely to cause confusion with the Trademarks.

ITHDRAWAL

4.1

Conditions for Withdrawal. An Adopter may withdraw from participation and terminate

this Agreement at any time upon giving twenty one (21) days notice to the Secretary.

4.2

Effect of Withdrawal. The license grant committed to and by Adopter as defined in Sec-

tion 2 above shall remain in effect for the (i) Final Specification, and (ii) any update or alteration

to the Final Specification where more than twenty one (21) days has elapsed following Adopter’s

receipt of notice from Promoters to Adopter of an adoption of such update or alteration to a Final

Specification and prior to Adopter giving the notice set forth in Section 4.1 above. If an Adopter

gives the notice required in Section 4.1 prior to the end of the twenty one (21) day period follow-

ing notice of an adoption of an update or alteration of a Final Specification, the license grant

committed to and by Adopter in Section 2 above, in regards to such update or alteration shall be

entirely null and void as though never committed.

ENERAL

5.1

Effective Date. This Agreement shall become effective when the Secretary receives an

original, fully executed copy hereof.

5.2

No Other Licenses. Except for the rights expressly provided by this Agreement, no Pro-

moter or Adopter grants or receives, by implication, or estoppel, or otherwise, any rights under

any patents or other intellectual property rights.

5.3

No Warranty. All parties acknowledge that all information provided as part of the Final

Specification and the Final Specification itself are all provided “AS IS” WITH NO WARRAN-

TIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,

AND THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILI-

TY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY

WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR

SAMPLE.

5.4

Limitation of Liability. IN NO EVENT WILL ANY PARTY HERETO BE LIABLE TO

ANY OTHER FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES,

LOST PROFITS, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUEN-

TIAL, INDIRECT, OR SPECIAL DAMAGES, WHETHER UNDER CONTRACT, TORT,

WARRANTY OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS OR ANY OTHER

-4-

RELATED AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE

OF THE POSSIBILITY OF SUCH DAMAGES.

5.5

Governing Law. This Agreement shall be construed and controlled by the laws of New

York without reference to conflict of laws principles.

5.6

Jurisdiction. The parties agree that all disputes arising in any way out of this Agreement

shall be heard exclusively in, and all parties irrevocably consent to jurisdiction and venue in, the

state and Federal courts of New York

5.7

Notices. All notices hereunder shall be in writing and sent to the parties at the following

addresses or at such addresses as the Secretary or Adopter may later specify by such written no-

tice. For purposes of this Section 5.7, written notice shall not include notice by electronic mail

or by facsimile.

Notices to Promoters

Intel Corporation

2111 NE 25

Avenue

Mailstop JF5-373

Hillsboro, OR 97124

Attn: Brad Saunders

Subject: USB 3.0 Specification

With a copy to

Intel Corporation

2200 Mission College Blvd.

Santa Clara, CA 95052

Attn.: General Counsel

Subject: Initiatives

Such notices shall be deemed served when received by addressee or, if delivery is not ac-

complished by reason of some fault of the addressee, when tendered for delivery. Any party may

give written notice of a change of address and, after notice of such change has been received, any

notice or request shall thereafter be given to such party at such changed address.

5.8

Good Faith Dealing. Adopter hereby represents and warrants that it has power to cause

all patents owned or controlled by it and all of its Affiliates to be licensed as set forth in this

Agreement.

5.9

Press Release. Adopter agrees that any of the Promoters may make a press or other pub-

lic announcement regarding its activities as a Promoter and may include the identity of Adopter

in such announcement.

5.10 Not Partners. The parties hereto are independent companies and are not partners or joint

venturers with each other.

Notices to Adopting Party

-5-

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