Re: Distribution agreement for ATI FireGL drivers
On Sun, Jan 11, 2004 at 01:05:23PM +0000, MJ Ray wrote:
> For convenience, please send the text of the document to -legal.
OK, here we go (mostly simply pasted from OOo, hope the formatting isn't too
bad):
[beginning of file]
DRIVER OBJECT CODE DISTRIBUTION AGREEMENT
This Agreement ("Agreement") is entered into and is effective as of the 23rd
day of October 2003 ("Effective Date") by and between ATI Technologies Inc.,
an Ontario corporation with its principal place of business at One Commerce
Valley Drive East, Markham, Ontario L3T 7X6, its subsidiaries, (collectively
"ATI") and DEBIAN PROJECT ("Licensee").
ARTICLE I
DEFINITIONS
1.1 Definitions
1.1.1 "Licensed Purpose" shall mean the purpose of including Licensed
Software with the Licensee's product: "Debian GNU/Linux".
1.1.2 "Licensed Software" shall mean ATI's software as described in
Attachment A and shall include any associated documentation provided
by ATI and relating thereto.
1.1.3 "Object Code" shall mean the machine readable form computer
programming code as opposed to the human readable form of computer
programming code.
1.1.4 "Source Code" shall mean the human readable form computer programming
code and related system level documentation, including all comments
and any procedural code such as job control language.
ARTICLE II
LICENSE
2.1 License. Subject to the terms and conditions of this Agreement, ATI
grants Licensee a non-exclusive, revocable, non-transferable, non-assignable,
limited license solely for the Licensed Purpose to distribute the Object Code
of the Licensed Software solely for use in association with ATI hardware
which works in conjunction with the Licensed Software and for no other
purpose. No right, license or privilege is granted to any person or entity
other than Licensee. Specifically, but without limitation, no right, license
or privilege is granted to any entities related to or associated with
Licensee including, but not limited to, affiliates, subsidiaries, parent
entities or agents of Licensee.
2.2 Restrictions. Restrictions regarding Licensee¿s use of the Licensed
Software regardless of whether the Licensee received the Licensed Software
before, on, or after the Effective Date of this Agreement, are as follows:
2.2.1 Licensee shall use the Licensed Software only for the Licensed
Purpose and for no other purpose;
2.2.2 Licensee shall reproduce all notices, including without limitation,
copyright and confidentiality notices, on all permitted copies of the
Licensed Software;
2.2.3 Except as expressly provided for in this Agreement, or as reasonably
required to fulfill the Licensed Purpose, Licensee shall not copy or
reproduce in any form, the Licensed Software or any portion thereof;
2.2.4 Licensee shall not reverse engineer, decompile, disassemble,
re-engineer, or otherwise reproduce in any form or create or attempt to
create or permit, allow or assist others to create the Source Code of any
portion or component of the Licensed Software;
2.2.5 Licensee shall enter into an end user license with each sublicensee
that Licensee provides a copy of the Licensed Software or a portion thereof.
The end user license may be in the Licensee¿s standard form agreement and
shall contain terms and conditions substantially similar to the terms and
conditions in Attachment B;
2.2.6 Licensee shall not, without ATI's prior written approval, alter or
modify the Licensed Software; and
2.2.7 Licensee shall not remove, alter, modify or obscure any ATI
trademark, logo or similar mark from any Licensed Product or permitted copy
thereof.
ARTICLE III
OWNERSHIP; ASSIGNMENT
3.1 Ownership. Licensee acknowledges and agrees that the Licensed
Software and all intermediate and partial versions thereto, including without
limitation all modifications, enhancements, updates, bug fixes, inventions,
know-how, as well as all intellectual property rights including, without
limitation, copyrights, patents, trade secrets, and all other information
relating thereto are and will remain the sole and exclusive property of ATI
or a third party which may license parts of the Licensed Software to ATI, and
Licensee shall have no right, title or interest therein except as expressly
set forth in this Agreement. With respect to any derivative programs of the
Licensed Software developed by Licensee, including without limitation,
modifications, improvements and enhancements, and any documentation relating
thereto, Licensee hereby assigns to ATI exclusively all right, title and
interest to such derivative programs, and all copies thereof, and all related
intellectual property rights (including, without limitation, copyrights)
without further consideration. All such modifications, improvements, or
enhancements, and any documentation relating thereto, shall be provided to
ATI within thirty (30) days of creation.
ARTICLE IV
WARRANTY, DISCLAIMERS, AND INDEMNIFICATION
4.1 Disclaimer . Both parties represent and warrant that they have full
authority to enter into this Agreement and all of the terms and conditions
herein. LICENSED SOFTWARE PROVIDED TO LICENSEE HEREUNDER IS PROVIDED ¿AS IS¿
WITHOUT ANY WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF
MATERIALS RESIDES WITH LICENSEE. ALL OTHER WARRANTIES, EITHER EXPRESS OR
IMPLIED, ARE DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, ACCURACY, CONDITION, OWNERSHIP, FITNESS FOR A
PARTICULAR PURPOSE, AND/OR OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL
PROPERTY RIGHTS.
4.2 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
4.3 Indemnification. Licensee agrees to indemnify, defend, and hold ATI,
its subsidiaries, successors, officers, suppliers, directors and employees
harmless from any and all actions, causes of action, claims, demands, costs,
liabilities, expenses and damages, including reasonable attorneys' fees,
arising out of or in connection with Licensee¿s use of the Licensed Software
and/or any breach of Licensee¿s obligations under this Agreement.
ARTICLE V
TERM AND TERMINATION
5.1 Term. The term of this Agreement shall begin on the Effective Date
and remain in effect as long as Licensee¿s product is made available,
provided that ATI may terminate the Agreement immediately upon the breach by
Licensee of any of the terms of the Agreement or upon giving written notice
to Licensee. The termination of this Agreement shall have no effect on any
sublicenses previously granted by Licensee to end users.
5.2 Return of Property. In the event this Agreement expires or terminates
for any reason upon ATI's request, Licensee shall immediately turnover to ATI
(a) the original media containing the Licensed Software, and (b) at least one
copy of any and all modifications, improvements, enhancements, or derivations
to the Licensed Software, and certify that all other copies of the Licensed
Software have been destroyed.
ARTICLE VI
GENERAL PROVISIONS
6.1 Governing Law/Jurisdiction. This Agreement will be governed by and
construed under the laws of the Province of Ontario without reference to its
conflicts of law principles. The rights and obligations under this Agreement
shall not be governed by the United Nations Convention on Contracts or the
International Sale of Goods, the application of which is expressly excluded.
The parties expressly stipulate that all litigation under this Agreement will
be brought in the provincial courts of Ontario or in the Federal court of
Canada and the parties expressly submit to the jurisdiction of said courts
6.2 Notices. All notices, requests, demands, and other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed given when delivered personally upon
receipt, on the next business day when sent by overnight mail, including
without limitation, Federal Express, Express Mail or similar service to each
party at the address provided at the beginning of the Agreement.
6.3 Assignment. Licensee¿s rights and duties hereunder may not be
sublicensed, assigned or transferred without ATI¿s written permission. Any
attempt by Licensee to effect such an assignment, sublicense or transfer
without prior written permission will constitute a material breach of this
Agreement and be null and void. ATI may assign this Agreement to a parent,
affiliate or subsidiary, or in the event of a sale or transfer of business.
6.4 Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, the parties will negotiate in
good faith to restate such provision to reflect the original intentions of
the parties as nearly as possible in accordance with applicable law and the
remaining provisions of this Agreement shall be enforced as if this Agreement
was entered into with the restated provision.
6.5 Transaction Costs. Except as expressly provided for in this
Agreement, each party shall bear its own costs and expenses incurred in
connection with the negotiation, execution and performance of this Agreement.
6.6 Attorney Fees. In the event that attorney's fees or other
out-of-pocket costs are incurred, to secure performance of any of the
obligations herein provided for, or to establish damages for breach thereof,
or to obtain any other appropriate relief, whether by way of prosecution or
defense, any prevailing party shall be entitled to recover reasonable
attorney¿s fees and out-of-pocket costs incurred therein.
6.7 Captions. The captions used in this agreement are for convenience of
reference only and do not constitute a part of this Agreement and will not be
deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement will be enforced and
construed as if no caption had been used in this Agreement.
6.8 Modification; Waiver. This Agreement may be modified only by a
written instrument duly executed by or on behalf of each party hereto. A
waiver by either of the parties hereto of any of the covenants to be
performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach thereof or of any other covenant herein
contained.
6.9 Remedies. Except as otherwise provided in this Agreement, all
remedies provided for in this Agreement shall be cumulative and in addition
to and not in lieu of any other remedies available to either party at law, in
equity or otherwise. Licensee acknowledges that any disclosure or
distribution of the Source Code or Confidential Information would cause
irreparable injury to ATI and ATI shall be entitled to seek extraordinary
injunctive and other equitable relief, without necessity of posting bond.
6.10 Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes and replaces in all respects all other prior agreements and
understandings between the parties hereto with respect to the subject matter
hereof, whether written or oral.
6.11 Export. The parties agree to adhere to all applicable Export Laws
and Regulations of the United States and Canada.
6.12 Surviving Obligations. Any term or condition of this Agreement which
by its nature extends beyond the expiration or termination of this Agreement,
including without limitation sections 2.2, 3.1, 4.1, 4.2, 4.3, 5.2, and
Article VI shall survive any termination of this Agreement and shall bind
the parties and their legal representatives, successors, heirs and assigns
ATI TECHNOLOGIES INC. HOMELINC A/S
By: By:
_________________________ _________________________
(I have authority to bind (I have authority to bind
the corporation) the corporation)
Name: Name:
(Print or Type) (Print or Type)
Title: Title:
(Print or Type) (Print or Type)
Date: Date:
(Print or Type) (Print or Type)
Attachment A
LIST OF ATI SOFTWARE:
fglrx-glc22-4.3.0-3.2.8.i586.rpm and it's contents
End User License Agreement
PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE
SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
1. License. The software accompanying this License (hereinafter "Software"),
regardless of the media on which it is distributed, are licensed to you by
ATI Technologies, Inc. ("ATI") for use solely in conjunction with ATI
hardware products purchased with the Software ("ATI Hardware"). You own the
medium on which the Software is recorded, but ATI and ATI's Licensors
(referred to collectively as "ATI") retain title to the Software and related
documentation. You may:
a) use the Software solely in conjunction with the ATI Hardware on a single
computer;
b) make one copy of the Software in machine-readable form for backup purposes
only. You must reproduce on such copy ATI's copyright notice and any other
proprietary legends that were on the original copy of the Software;
c) transfer all your license rights in the Software provided you must also
transfer a copy of this License, the backup copy of the Software, the ATI
Hardware and the related documentation and provided the other party reads and
agrees to accept the terms and conditions of this License. Upon such
transfer your license is then terminated.
2. Restrictions. The Software contains copyrighted and patented material,
trade secrets and other proprietary material. In order to protect them, and
except as permitted by applicable legislation, you may not:
a) decompile, reverse engineer, disassemble or otherwise reduce the Software
to a human-perceivable form;
b) modify, network, rent, lend, loan, distribute or create derivative works
based upon the Software in whole or in part; or
c) electronically transmit the Software from one computer to another or over
a network or otherwise transfer the Software except as permitted by this
License.
3. Termination. This License is effective until terminated. You may
terminate this License at any time by destroying the Software, related
documentation and all copies thereof. This License will terminate
immediately without notice from ATI if you fail to comply with any provision
of this License. Upon termination you must destroy the Software, related
documentation and all copies thereof.
4. Government End Users. If you are acquiring the Software on behalf of any
unit or agency of the United States Government, the following provisions
apply. The Government agrees the Software and documentation were developed
at private expense and are provided with "RESTRICTED RIGHTS". Use,
duplication, or disclosure by the Government is subject to restrictions as
set forth in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS
252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, (June
1987) or FAR 52.227-14(ALT III) (June 1987), as amended from time to time.
In the event that this License, or any part thereof, is deemed inconsistent
with the minimum rights identified in the Restricted Rights provisions, the
minimum rights shall prevail.
5. No Other License. No rights or licenses are granted by ATI under this
License, expressly or by implication, with respect to any proprietary
information or patent, copyright, trade secret or other intellectual property
right owned or controlled by ATI, except as expressly provided in this
License.
6. Additional Licenses. DISTRIBUTION OR USE OF THE SOFTWARE WITH AN
OPERATING SYSTEM MAY REQUIRE ADDITIONAL LICENSES FROM THE OPERATING SYSTEM
VENDOR.
7. Disclaimer of Warranty on Software. You expressly acknowledge and agree
that use of the Software is at your sole risk. The Software and related
documentation are provided "AS IS" and without warranty of any kind and ATI
EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. ATI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE
WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE
IS ASSUMED BY YOU. FURTHERMORE, ATI DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE
OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY,
RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY ATI OR ATI'S AUTHORIZED REPRESENTATIVE SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE
SOFTWARE PROVE DEFECTIVE, YOU (AND NOT ATI OR ATI'S AUTHORIZED
REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR
CORRECTION. THE SOFTWARE IS NOT INTENDED FOR USE IN MEDICAL, LIFE SAVING OR
LIFE SUSTAINING APPLICATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE,
SHALL ATI, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU
FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE
THE SOFTWARE OR RELATED DOCUMENTATION, BREACH OR DEFAULT, INCLUDING THOSE
ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK,
COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, BY ATI, EVEN IF ATI OR ATI'S
AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU. ATI will not be liable for 1)loss of, or
damage to, your records or data or 2) any damages claimed by you based on any
third party claim. In no event shall ATI's total liability to you for all
damages, losses, and causes of action (whether in contract, tort (including
negligence) or otherwise) exceed the amount paid by you for the Software.
9. Controlling Law and Severability. This License shall be governed by and
construed under the laws of the province of Ontario, Canada without reference
to its conflict of law principles. In the event of any conflicts between
foreign law, rules, and regulations, and Canadian law, rules, and
regulations, Canadian law, rules and regulations shall prevail and govern.
The United Nations Convention on Contracts for the International Sale of
Goods shall not apply to this License. If for any reason a court of
competent jurisdiction finds any provision of this License or portion
thereof, to be unenforceable, that provision of the License shall be enforced
to the maximum extent permissible so as to effect the intent of the parties,
and the remainder of this License shall continue in full force and effect.
10. Complete Agreement. This License constitutes the entire agreement
between the parties with respect to the use of the Software and the related
documentation, and supersedes all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter. No amendment to
or modification of this License will be binding unless in writing and signed
by a duly authorized representative of ATI.
[end of file]
/* Steinar */
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