270 Legal [Sample Agreements]

PRODUCTION SOFTWARE LICENSE AGREEMENT  

Ingenient Technologies, Inc.  

This SOFTWARE LICENSE AGREEMENT (AGREEMENT) serial number QU-2004.03.15.10 (LICENSE NUMBER) made this 15th day of March, 2004 (EFFECTIVE DATE) by and between Trophy Tech, Inc. (LICENSEE), having its principal place of business at 4645 West 136th Street, Leawood, Kansas 66224 U.S.A., and Ingenient Technologies, Inc. (LICENSOR), having its principal place of business; at 1701 West Golf Road, Tower-1, Suite 300, Rolling Meadows, Illinois 60008 U.S.A.  

NOW, THEREFORE, in consideration of the mutual promises set forth herein, LICENSEE and LICENSOR hereby agree as follows:  

DEFINITIONS  

LICENSED MATERIALS is defined to be LICENSOR’S products described and listed in Exhibit 1, which is attached hereto and incorporated herein for all purposes, and includes any updates and upgrades to such LICENSED MATERIALS provided to LICENSEE by LICENSOR under the terms of this AGREEMENT.  

LICENSED PARTNER means a manufacturer of LICENSED PRODUCTS who has a valid AGREEMENT with LICENSEE covering the use of LICENSED MATERIALS licensed from LICENSOR.  

TARGET APPLICATION is defined to be LICENSED PARTNER’s Portable Video Recorder Module in which the LICENSED MATERIALS are to be used.  

TARGET DEVICE is defined to be Texas Instruments TM9320DM270 for which the LICENSED MATERIALS have been designed.  

LICENSED PRODUCT is defined to be a product developed by or for LICENSEE that contains both hardware and software components and that includes the executable portions of LICENSED MATERIALS or a derivative thereof. LICENSEE acknowledges and agrees that any and all LICENSED PRODUCTS will include only executable portions or derivatives of the LICENSED MATERIALS.  

OBJECT CODE is defined to be the computer programming code for the LICENSED MATERIALS in machine readable format.  

SOFTWARE RELEASE is defined to be a particular version of the LICENSED MATERIALS.  

SOURCE CODE is defined to be the computer programming code in human readable formal.  

SOURCE MATERIALS is defined to be all Source Code, Source Code comments and documentation, data, files, algorithms, notes, flow charts, design documents, diagrams, authoring tools, development environments or other materials used in the preparation of the LICENSED MATERIALS as well as all instructions, notes, references, programs or other materials (including any third party software programs) required for a skilled C programmer to prepare an executable copy of the LICENSED MATERIALS from the Source Code. DEVELOPMENT INSTANCE is defined as LICENSEE’s right to use the LICENSED MATERIALS on a single computer to create software for the TARGET APPLICATION.  

OBJECT INSTANCE is defined as LICENSEE’s right to use within the TARGET APPLICATION a single Instance of the object code modules of trio LICENSED MATERIALS on a single TARGET DEVICE for a single purpose at any given time.  

SUPPORT SERVICES is defined as the services to be provided by LICENSOR to LICENSEE in connection with the LICENSED MATERIALS, including Maintenance, Technical Support and other services set forth In Exhibit 1.  

ESSENTIAL PATENT is defined to be any-third party patent in any country of the world that is required to implement a published and industry recognized standard or that is claimed by the entity that owns or controls the patent to be required to implement a published and industry recognized standard, including but not limited to ISO JPEG, ISO MPEG and ITU-T standards.  

ESSENTIAL COPYRIGHT is defined to be any third-party copyright in any country of the world that is required to implement a published and industry recognized standard or that is claimed by the entity that owns or controls the copyright to be required to implement a published and industry recognized standard, including specifically any copyright underlying software published by an industry recognized standards body that relates to including but not limited to ISO JPEG, ISO MPEG and ITU-T standards.  

NON-ESSENTIAL PATENT is defined to be any patent that is not an ESSENTIAL PATENT and is duly issued by the government of the United States, the government of a European Union member country, the government of Canada, or the government of