EDX SOLUTIONS DEVELOPMENT PARTNERSHIP
GENERAL TERMS AND CONDITIONS
This EDX Solution 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 EDX Format by partners in the electronics industry. Mentor Graphics has created the EDX Format and improves it from time to time with updates.
Mentor Graphics and Participant agree as follows:
1.1 “EDX Format” means a format owned by Mentor Graphics, the specification of which may be downloaded from the EDX 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 EDX Format solely to develop, test and support an interface with the Participant Products.
3. SUPPORT FOR THE EDX FORMAT.
Mentor Graphics will provide updates to the EDX Format to Participant as such updates become commercially available. Mentor Graphics will use commercially reasonable efforts to provide technical support to Participant for the EDX Format. The latest copy of the specification will be made available to partners via the EDX Solutions Alliance site at www.edx-sa.com (“EDX Website”).
Participant agrees to promote the integration between the EDX Format and the Participant Products by: (i) joining the EDX Solutions Alliance as a “solutions development partnering” member, via the EDX Website, including providing a quote about Participant’s EDX Format implementation for use in Mentor Graphics’ promotional materials and on the EDX Website; (ii) allowing Mentor Graphics to use Participant’s logo in Mentor Graphics promotional materials and on the EDX Website; (iii) including a brief factual statement on the EDX Format implementation in Participant’s promotional materials and a link from Participant’s website to the EDX 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 EDX Format; and (v) agreeing to the publication by Mentor Graphics of the existence of Participant’s membership in the EDX 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 EDX Format interfaces created under this Agreement, this Agreement will survive for so long as Participant continues distributing the EDX Format interfaces.
6. DISCLAIMER OF WARRANTY.
NEITHER MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY WARRANTY WITH RESPECT TO THE EDX FORMAT, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.