UDI Promoters ConfidentialExhibit 10.02CONFIDENTIAL TREATMENT REQUESTED**UNIFIED DISPLAY INTERFACE****SPECIFICATION PROMOTERS AGREEMENT**This UDI Specification Promoters Agreement (“Agreement”) is entered as of April 26, 2005(“Effective Date”) by and among Intel Corporation, Silicon Image, Inc., and National SemiconductorCorporation, (collectively referred to herein as the “Promoters”). The parties hereto hereby agreeas follows.**Background**A. The Promoters wish to develop a specification to define and promote the wide industryadoption of a new display interconnect specification for use in PC’s, digital monitors (e.g.LCD displays) and embedded notebook displays, which provides interoperability with HDMI TVDisplays. B. The Promoters wish to encourage broad industry adoption of the specification and wish to makeavailable licenses for it on reasonable and non-discriminatory terms.**Agreement****1.** **Definitions**1.1 “Adopter” means any entity that has executed a copy of the Adopters Agreement in the formattached hereto as Attachment A (“Adopters Agreement”) and delivered it to the Secretary.1.2 “Adoption Meeting” shall mean a meeting of Promoters at which the Final Specification shall bevoted upon and approved by a Passing Vote of the Promoters.1.3 “Affiliate” means any entity now or hereafter that is directly or indirectly controlled by,under common control with or that controls the subject party. For purposes of this definitioncontrol means direct or indirect ownership of or the right to exercise (a) more than fifty percent(50%) of the outstanding shares or securities entitled to vote for the election of directors orsimilar managing authority of the subject entity; or (b) more than fifty percent (50%) of theownership 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 so long as suchownership or control exists and is more than fifty percent (50%).1.4 “Compliant Portion” means those portions of a product (hardware, software or combinationsthereof) that implement and are compliant with the Final Specification (as applicable to suchportions); provided, and only to the extent that, such portions are within the bounds of the Scope.
 

 
1.5 “Confidential Information” means solely the Draft Specification(s). Notwithstanding theforegoing, Confidential Information shall not include any information that is (a) rightfully in thepublic domain other than by a breach of a duty to the disclosing party; (b) rightfully receivedfrom a third party without any obligation of confidentiality; (c) rightfully known to the receivingparty without any limitation on use or disclosure prior to its receipt from the disclosing party;(d) independently developed by employees of the receiving party without reference or access to anyConfidential Information; or (e) generally made available to third parties by the disclosing partywithout restriction on disclosure. For purposes of this section, a Promoter that transmitsConfidential Information to any of the other Promoters shall be considered a “disclosing party” andany Promoter that receives Confidential Information from a disclosing party shall be considered a“receiving party.”1.6 “Contributor” means a party that has, subject to the terms set forth in this Agreement, enteredinto a Contribution Agreement in the form attached hereto as Attachment B (“ContributionAgreement”)*.*1.7 “Submission” means a submission by a Promoter proposing an addition to or modification of anexisting Draft Specification or a new specification or portion thereof , or a submission proposingchanges or modifications to any reference design or ancillary documents required by the FinalSpecification, provided that the submission is either (i) submitted in writing (electronically orotherwise) with language identifying it as a submission of that party, or (ii) stated orally,memorialized with specificity in the written minutes of a meeting, and attributed in the meetingminutes to the submitting Promoter, provided that the minutes are promptly provided to theindividual representing the submitting Promoter, unless the submitting Promoter withdraws itssubmission in writing as soon as practicable and in any event, no later than thirty(30) days ofreceipt of such written minutes. A Promoter failing to provide such notice shall be conclusivelydeemed to have made a Submission as memorialized in the minutes.1.8 “Draft Specification” means any written information provided by a Promoter or Contributor toany other Promoter or the Secretary for the purpose of creating, commenting on, revising, updating,modifying, or adding to any document that is to be considered for inclusion in the FinalSpecification by the Promoters.1.9 “DVI” means the Digital Visual Interface specification.1.10 “Final Specification” means the version and contents of the Draft Specification as adopted bythe Promoters in accordance with the procedures in Section 6 and as updated from time to time asset forth in Sections 6 and 8; provided that the Final Specification shall not include (i) anyimplementation examples unless such implementation examples are expressly identified as being“licensed” under the patent license in Section 7 herein, and (ii) any feature, specification,protocol, interface, item or other element that is labeled or otherwise identified as “notlicensed”.1.11 “Final Draft” means that version of the Draft Specification that the Promoters have identifiedas ready for Final review.1.12 “HDMI” means the High Definition Multimedia Interface specification.1.13 “HDCP” means the High Bandwidth Digital Content Protection specification.
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1.14 “Necessary Claims” for each party to this Agreement means claims of a patent or patentapplication, to the extent patents issue on such application, that(a) now or at any future time during the term of this Agreement, are owned, controlled orlicensable by such party or any of its Affiliates throughout the world; and (b) are necessarily infringed by implementing those portions of the Final Specification that arewithin the bounds of the Scope, provided that a claim is necessarily infringed only when it isnot possible to avoid infringing such claim because there is no commercially reasonablenon-infringing alternative for implementing such portions of the Final Specification withinthe bounds of the Scope.   Notwithstanding the foregoing sentence, Necessary Claims do not include any claims (c) other than those set forth above even if contained in the same patent or patent applicationas Necessary Claims; or (d) that read solely on any implementations of any portion of the Final Specification that arenot within the bounds of the Scope; or (e) that, if licensed, would require a payment of royalties by the licensor to third parties whoare not Affiliates, unless the licensee agrees in writing to indemnify the licensor againstall royalty costs and expenses arising from such license.1.15 “Scope” means those electrical signaling characteristics, register models, electrical andmechanical characteristics, interfaces (including, without limitation, the TMDS interface and PIL),physical dimensions and characteristics, application program interfaces, behavioral rules, TMDSalgorithms, signals, signal sets, video protocols, signaling and coding protocols, bus protocols,and data structures disclosed with particularity in the Final Specification where the primarypurpose of such disclosure is to enable products to interoperate, interconnect, and communicate, asdefined within the Final Specification. “Scope” also means those portions of the implementationexamples related to the TMDS interface indicated as being “licensed” in the Final Specification,including, without limitation,(a) the development of a video application or device used within the source, sink, switchingdevice, or video processing device (i.e., a silicon IHV would be able to develop a TCON usingUDI); (b) a wide range of display implementations; (c) UDI to HDMI interoperability; and (d) the visual interface to CE devices. Audio will not be included in the 1.0 version of theSpecification, but audio is not precluded from a post-1.0 revision of the Specification.Notwithstanding the foregoing, the Scope shall not include(a) any technology that is (i) not actually contained within a product or portion thereof thatcomplies with the Final Specification even if such technology is useful or necessary todevelop, design, debug, manufacture, sell or use such product or portion thereof, (ii) anyimplementation examples unless such implementation examples are expressly identified in theFinal Specification as being “licensed” under the patent license in Section 7, or
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(b) technologies not disclosed with particularity in the Final Specification (examples of suchtechnologies include without limitation semiconductor manufacturing technology, compilertechnology, power reduction technology, content protection technologies, including withoutlimitation, HDCP, HDMI, DVI (but shall include those Necessary Claims that are commonto both UDI and DVI), object oriented technology, basic operating system technology);non-interface portions of the transmitter or receiver that are not defined with particularityas licensed implementation examples in the Final Specification, or other publishedspecifications developed elsewhere but referred to in the body of the Final Specification,even if required for compliance with the Final Specification; or (c) any portion of any product or any combination of products (or portions of products) thepurpose or function of which is not required for compliance with, or specified as a compliantimplementation in, the Final Specification,1.16 “PIL” means panel interface logic that is used to condition data for presentation to a displaydevice.1.17 “Passing Vote” means that vote of Promoters needed to pass a measure put to vote. It shall bea unanimous vote if the number of Promoters, during the time a matter is put to vote, numbers two(2) or three (3). It shall be any vote that results in no more than one dissenting voter, if thenumber of Promoters, during the time a matter is put to vote, numbers more than three (3).1.18 “Secretary” means the party that is elected by Passing Vote to undertake certain ministerialduties, all as set forth in Section 4.1.19 “TMDS” means Transition Minimized Differential Signaling, a protocol and encoding algorithmowned by Silicon Image used in the PC and Consumer Electronics segments.1.20 “Trademarks” shall have the meaning assigned in Section 11.1.**2.** **Compliance With Antitrust Laws**     The Promoters are committed to fostering competition in the development of products and/orservices based on the activities undertaken pursuant to this Agreement. The Promoters understandthat in certain lines of business they are or may be direct competitors and that it is imperativethat they and their representatives act in a manner that does not violate any applicable antitrustlaw or regulation. Without limiting the foregoing, the Promoters acknowledge that as part of theiractivities under this Agreement they will not undertake to enter into any agreement or holddiscussions or make communications directed at entering into any agreement regarding costs, productprices, quantity or quality of production levels, methods or channels of distribution, division ofmarkets, allocation of customers exclusion of competitors or any other topic that would be aviolation of the applicable antitrust laws and regulations. Accordingly, each Promoter isresponsible for counseling its representatives who participate in any activities under thisAgreement on the importance of limiting the scope of their communications to the topics that relateto the legal purposes of this Agreement, whether or not such communications take place duringformal meetings, informal gatherings, or otherwise.
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**3.** **Specification Development**3.1 The Promoters agree that the purpose of entering into this Agreement is to establish a FinalSpecification for a Unified Display Interface that can be adopted generally by Adopters in order toenhance the demand for products that comply with the Final Specification. Notwithstanding theforegoing, each Promoter shall be free to use any efforts or no efforts in the course of working todevelop materials related to the Draft Specification or the Final Specification.3.2 Each Promoter agrees that if such Promoter makes any contribution to an externally licensedspecification in the display interface segment, that includes necessary patent claims offered underlicense by Promoter as part of such external specification licensing effort, then Promoter agreesit shall offer Promoters, Contributors and Adopters of the Final Specification licensing terms thatare no more restrictive, and royalty rates (if any) that are no higher for those necessary patentclaims which are also Necessary Claims.**4.** **The Secretary and its Duties**4.1 Selection of the Secretary. The Promoters shall elect a Promoter by Passing Vote as thesecretary for the carrying out the responsibilities set forth in this Agreement with respect to thedevelopment and administration of the Draft Specification, Interim Specification and the FinalSpecification.4.2 Editing and Record Keeping Duties. The Secretary shall be responsible for coordinatingthe drafting and modification of Draft Specifications, the documentation of the FinalSpecification, keeping a list of all Adopters and Contributors, keeping copies of all AdoptersAgreements and Contribution Agreements, and preparing and distributing for review the InterimSpecification. The Secretary shall make such lists and agreements available to the Promoters at anytime upon request. The Secretary shall keep the minutes of the Promoter meetings and the AdoptionMeeting(s). The Secretary shall be responsible for distributing to the Promoters the notice ofAdoption Meeting(s).4.3 Replacement of Secretary. Should the Secretary desire to cease acting as the Secretary,or wishes to withdraw from this Agreement, it shall so notify all the Promoters immediately. ThePromoters shall elect by Passing Vote another Promoter as the new Secretary within fifteen (15)days of the transmission of such notice. The Promoters may also replace the Secretary at any timeby a Passing Vote for such replacement. The outgoing Secretary shall provide the new Secretary withits files of Adopters and their agreements with the Promoters.**5.** **INTERIM SPECIFICATION REVIEW AND WITHDRAWAL**(a) Interim Specifications. At such time as development of the Draft Specificationreaches a point where the Promoters have a working draft reflecting a Revision 0.8 readiness(“Interim Specification”), and subject to a reasonable determination by the Secretary that theMinimum Requirements are reflected in the Interim Specification, the Secretary will call avote of Promoters and upon Passing Vote, the Secretary shall prepare and distribute to allPromoters the Interim Specification for review. (b) Review. For a period of thirty (30) days from the date that the Secretary sends theInterim Specification to the Promoters, the Promoters, on behalf of themselves and their
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  Affiliates, may review the Interim Specification for any Necessary Claims that may beimplicated by the Interim Specification and for confirmation that the Interim Specificationreflects the Minimum Requirements. While there is no requirement for a Promoter to reviewits patent portfolio for Necessary Claims, Promoters are put on notice that unless theywithdraw from the Promoters in accordance with the provisions of this Section 5, below,before the end of this thirty (30) day period, the Promoter is committing to the licensingprovisions of Section 7 below with regard to Necessary Claims implicated by the InterimSpecification, if and when those Necessary Claims implicated by the Interim Specificationare adopted in the Final Specification by the Promoters. (c) Withdrawal. Without limiting a Promoters absolute right to withdraw pursuant toSection 15, a Promoter may withdraw from the Promoters pursuant to this subsection withoutgranting a license to its Necessary Claims, if that Promoter determines during the thirty (30)day Interim Review Period, that **(**i) the Interim Specification does not reflect the MinimumRequirements, or (ii) the Interim Specification implicates Necessary Claims which thatPromoter is unwilling to license to the other Promoters pursuant to Section 7, below. APromoter wishing to exercise the right to withdraw under this provision must deliver notice ofwithdrawal not later than the end of the review period referenced in Section 5 (b), above.Said notice of withdrawal pursuant to this provision shall include written identification ofany Necessary Claims of the withdrawing Promoter that that withdrawing Promoter does not wishto license hereunder. (d) New Promoters. If, during the review period stated in Section 5(b), above, theexisting Promoters invite a prospective Promoter to join this effort and the prospectivePromoter seeks to join, then subject to the execution of such nondisclosure agreements as thePromoters may determine necessary, such prospective Promoter shall be permitted not less thanthirty (30) days to review the Interim Specification for any and all Necessary Claims and toagree in separate affirmative writing to be committed to the licensing provisions of Section 7below, as to such Interim Specification if it is adopted by the Promoters. Failure toprovide such written affirmation shall result in the existing Promoters’ withdrawal of theinvitation to the prospective Promoter.**6.** **FINAL SPECIFICATION NOTICE, REVIEW AND PROMOTER WITHDRAWAL**6.1(a) Notice. When, by a Passing Vote, the Promoters agree that a particular version ofthe Draft Specification is suitable for consideration for adoption as the Final Specification,the Promoters shall so notify the Secretary and the Secretary shall provide the Promoters withnot less than thirty (30) days’ prior notice of the Adoption Meeting whereby the Promoterswill vote upon adoption of a new or revised Final Specification. Such notice shall include acomplete draft of the Final Draft as approved by the Secretary and state the effective datewhen the Final Draft shall become the Final Specification, and all Necessary Claims therein,shall be subject to the licensing provisions of Section 7 below. (b) Review. Upon receipt of the notice and Specification, the Promoter, on behalf ofitself and its Affiliates, may review the same for any Necessary Claims that may be implicatedby the Specification. While there is no requirement for a Promoter to review its patentportfolio for Necessary Claims, Promoters are put on notice that unless they withdraw from thePromoters organization in accordance with the provisions of this Section 6 and
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  Section 15, before the end of the period referenced in Section 6.1 (c), below, the Promoteris committing to the licensing provisions of Sections 7. (c) Withdrawal. Without limiting a Promoter’s absolute right to withdraw pursuant toSection 15, a Promoter may withdraw from the Promoters pursuant to this subsection, if thatPromoter determines that the Specification implicates Necessary Claims which that Promoter isunwilling to license to the other Promoters pursuant to Section 7, below; provided however,that the Promoter has not already committed to license such Necessary Claims pursuant toSection 7. A Promoter wishing to exercise the right to withdraw under this provision, mustdeliver notice of withdrawal not later than fifteen (15) calendar days prior to the effectivedate of the Specification stated in the notice provided pursuant to Section 6.1 (a), above.Said notice of withdrawal pursuant to this provision shall include written identification ofany Necessary Claims of the withdrawing Promoter that that withdrawing Promoter does not wishto license hereunder. (d) New Promoters. If, during the review period stated in Section 6.1 (b), above, theexisting Promoters invite a prospective Promoter to join this effort and the prospectivePromoter seeks to join, then subject to the execution of such nondisclosure agreements as thePromoters may determine necessary, such prospective Promoter shall be permitted not less thanthirty (30) days to review the Final Specification then for any and all Necessary Claims andto agree in separate affirmative writing to be committed to the licensing provisions ofSection 7 below, as to such Final Specification if it is adopted by the Promoters. Failureto provide such written affirmation shall result in the existing Promoters’ withdrawal of theinvitation to the prospective Promoter.6.2 Changes to Final Draft. After the Secretary sends the Final Draft and Adoption Meetingnotice, but prior to adoption of the Final Draft, and subject to the agreement of a Passing Vote ofPromoters and notice to the Secretary, the Promoters may modify, remove from or add to the contentsof the Final Draft. Upon any such change to the Final Draft, the Secretary shall follow theprocedures set forth in Section 6 with regards to the revised Final Draft, i.e., the Secretaryshall send out the revised Final Draft and Adoption Meeting notice and shall reschedule theAdoption Meeting accordingly. Similarly, if a Promoter withdraws under Sections 6 and 15 during theperiod after the Secretary sends out the Final Draft and Adoption Meeting notice, but prior to theAdoption Meeting, the Secretary shall reschedule the Adoption Meeting at the request of anyremaining Promoter.6.3 Voting Process. The Final Specification shall be deemed adopted when approved at anAdoption Meeting by a Passing Vote of the Promoters; provided that if a Promoter thereafterwithdraws under Section 6.1 (c) the remaining Promoters (i) shall have the right to reconsider theFinal Specification in light of such withdrawal, and (ii) the Final Specification shall not bedeemed adopted unless the remaining Promoters ratify the adoption by Passing Vote (x) at a meetingcalled by the Secretary for that purpose at the convenience and agreement of the remainingPromoters, or (y) at the request of any remaining Promoter, re-initiating and following theadoption procedures set forth in this Section 6, or (z) such other procedure that the Promoters mayunanimously agree upon in writing.6.4 Continued Work. Subject to Section 15, the Promoters shall be free to continue workunder this Agreement and to schedule future Adoption Meetings pursuant to this Section 6 in theevent that an Adoption Meeting vote results in rejection of the Final Draft as the FinalSpecification.
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6.5 Notice of Adoption of Final Specification. Within one (1) week following earliest of(i) the date of adoption of a Final Draft as the Final Specification and (ii) the last date onwhich a Promoter has the right to withdraw under this Section 6, the Secretary shall send writtennotice of such adoption, including a copy of such Final Specification, to all Promoters andContributors.6.6 Minimum Requirements of Interim and Final Specification. As a consideration to some orall of the Promoters’ participation in the UDI specification development and entering into thisAgreement the Promoters herein agree that the minimum set of requirements as set forth inAttachment C (“Minimum Requirements”), be included in both the Interim Specification, and the FinalSpecification for Specification versions 1.0 and 2.0 (subsequent revisions of the Specificationfollowing 2.0 shall be determined by the Promoters and shall not be subject to the MinimumRequirements). The Final Specification must include the Minimum Requirements as set forth inAttachment C before the Secretary is authorized to call a vote on Interim or Final Specification.6.7 Prior to Interim review, the Promoters herein agree to use commercially reasonable efforts toconsider use of same or similar logical protocols for all UDI devices for the negotiation,optimization and configuration of source and sink operational modes without the need for end-userintervention.**7.** **Licenses**7.1 Limited Patent License.(a) General Patent Licensing Obligation. When the Promoters adopt and approve for releasea Final Specification after providing notice as set forth in Section 6, above, upon request bya Promoter or an Adopter directed to a Promoter, the Promoter receiving such request willgrant to the requesting Promoter or Adopter (and those subsidiaries of such requesting entitywho are or agree to be bound to this Agreement or the Adopters Agreement, as applicable)(collectively “Licensee”) a nonexclusive, non-sublicensable, worldwide patent license underits Necessary Claims solely to make, have made, use, import, and directly and indirectly selland offer to sell, and otherwise distribute and dispose of Compliant Portions; provided thatsuch license need not extend to any part or function of a product in which a Compliant Portionis incorporated but that is not itself part of the Compliant Portion. Such license shall begranted on reasonable and non-discriminatory terms, provided that such license grant may beconditioned upon Licensee’s grant of a reciprocal license. (b) Some Promoters may desire to offer to Promoters and Adopters a license to their NecessaryClaims at a royalty rate equal to zero in addition to their commitment to license underreasonable and nondiscriminatory terms. Such zero-royalty rate offer to license may beconditioned upon, among other things, Licensee’s grant of a reciprocal license with acorresponding royalty rate equaling zero and such condition shall be deemed within the meaningof “reasonable and nondiscriminatory terms” as provided in subparagraph (a) above.(i) Silicon Image will offer such a zero-royalty rate license for its TMDS and PILNecessary Claims to Promoters and Adopters contingent upon and subject in all casesto the terms and conditions of Sections 6.6 (Minimum Requirements of Interimand Final Specification.), 7 (Licenses) and 15 (Withdrawal) (and by theirreference herein no attempt is made to modify those sections or the Parties’ rights
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under this Agreement), and the obligation of licensees to grant a reciprocallicense with a corresponding royalty rate equaling zero..(c) Optional Patent License Termination Conditions. At its sole discretion, a Promotermay include in any patent license it grants pursuant to Section 7 a provision that provides inthe event a Licensee first sues the Promoter for patent infringement on account of themanufacture, use, sale, offer for sale, importation or other disposition or promotion of thePromoter’s fully compliant implementation of the Specification, then the Promoter mayterminate all license grants and any other rights provided under their license to such entityand such entity’s Affiliates. (d) Any transfer by a Promoter or its Affiliates to a third party of a patent having NecessaryClaims shall be subject to: (i) the terms and conditions of this Agreement, and (ii) theagreement to grant licenses to Adopters and their Affiliates pursuant to the AdoptersAgreement.7.2 Copyright License for Draft Specifications. Subject to Section 13.5(b), each Promoterhereby grants and will grant to each of the other Promoters a license under its copyrights toreproduce, distribute, display, perform, and create derivative works of any Draft Specification orderivative work thereof.**8.** **Modifications to the Final Specification**8.1 Error Corrections and Minor Modifications. Subject to agreement by a Passing Vote ofthe Promoters, the Promoters may at any time update the Final Specification for the sole purpose ofmaking error corrections and/or minor modifications that do not materially alter or augment thefunctionality, capabilities or capacities of products or portions thereof that qualify as CompliantPortions (such updates being “Minor Updates”). Minor Updates to the Final Specification approved bya Passing Vote of the Promoters shall be published subject to theterms of Section 13.5.8.2 Subject to agreement by a Passing Vote of the Promoters, the Promoters may reengage to define asingle major revision (i.e., Revision 2.0) to the Final Specification and agree to conduct suchdefinition effort under the terms of this Agreement (including section 5), including withoutlimitation, the right of any Promoter to withdraw as provided for under Section 15.8.3 No Modification. Subject to and except as set forth in Section 8.1 and 8.2, once theFinal Specification has been adopted, any updates or alterations to the Final Specification shallbe treated as a proposal to develop a new specification, and shall be subject to a separate,written promoters agreement. Each Promoter may, in its sole discretion, choose to enter into, ornot to enter into, such separate promoters agreement, subject to the terms and conditions thereof,provided that any such choice shall have no effect on any rights or obligations hereunder. Nolicense or other obligations, express or implied, shall apply to or be deemed to be granted by anyPromoter under this Agreement with respect to any such updated or altered Final Specification orwith respect to any proposal to develop a new specification.**9.** **Compliance Specification and Testing Procedure**9.1 Compliance Test Specification. In order to foster interoperability among products frommultiple Adopters or Promoters, the Promoters shall jointly develop a compliance test specification(the “Compliance Test Specification”), as may be updated from time to time by the
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Promoters. The Compliance Test Specification shall represent the minimum compliance testingrequired for products incorporating Compliant Portions. Each Adopter shall solely be responsiblefor ensuring that its products that incorporate Compliant Portions comply with the FinalSpecification, function correctly, and interoperate with other products. The Promoters mustapprove, by Passing Vote, the Compliance Test Specification and any updates thereto. ThePromoters shall use good faith efforts to finalize the first Compliance Test Specification withinninety (90) days of their voting to adopt the Final Specification.9.2 Testing Requirement. Prior to an Adopter’s use of any Trademarks and prior to themass producing or distributing (either directly or through a manufacturing contractor or agent) ofa product incorporating a Compliant Portion each of such Adopters shall reasonably test arepresentative sample of such product to establish compliance with the Specification. At aminimum, this testing shall include successfully performing all testing required in the ComplianceTest Specification. The Promoters may establish an authorized test center by passing vote and suchauthorized test center may develop terms and conditions of testing to enable Adopters to pass thetesting requirements. Each Adopter shall be responsible for its expenses associated with suchcompliance testing .**10.** **Administration and Ownership of the Specification**10.1 Copyright Ownership. Effective as of the adoption of the Final Specification, eachPromoter hereby conveys to each other Promoter a non-exclusive, undivided, and equal ownership inthe copyrights in the Final Specification. Each Promoter may exercise any and all rights ofcopyright ownership and sublicense such rights in the Final Specification as if such rights weresolely owned by such Promoter, without seeking permission of the other Promoters and without anyduty to account. If a Promoter wishes to register its copyright in the Final Specification, it maydo so in the name of all the Promoters at its own expense, and the other Promoters shall cooperatewith such Promoter to the extent reasonably required to file the application for such registration.Subject to the licenses granted herein, nothing in this Agreement shall alter any copyrightownership that each Promoter has or may have in the future on any material other than the FinalSpecification.10.2 Copyright Notices. Any publication of the Final Specification shall contain anappropriate copyright notice in the names of the Promoters. Public references to the FinalSpecification shall attribute authorship to the Promoters.10.3 Copyright Infringement Actions. Any Promoter may propose a copyright enforcementaction against a purported infringer of the Final Specification, and the other Promoters shall havethe right to participate at their own expense and at their own discretion. On request of anyPromoter considering suit against a third party, the other Promoters shall provide their bestinformation as to whether an identified potential defendant is licensed.10.4 Administration Organization. The Promoters agree that they will form a new licensingand administration body for the purpose of promoting the Final Specification. This administrationorganization will offer the Final Specification to adopters under the Adopters License, administerthe compliance testing program as defined by the Promoters, and take such actions as the Promotersdetermine is necessary to promote the Specification and shall not be empowered to modify theSpecification, licensing framework, or compliance requirements without express authority of thePromoters. Promoters will mutually agree on appropriate Adopters’ fees and any additional tiers ofmembers’ fees to fund the new Administration Organization.
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**11.** **Trademarks**11.1 Selection. The Promoters hereby agree not to assert against any Promoter anytrademark, trade name or similar rights they may have now or hereafter in the names “_UDI___”,“Unified Display Interface___”, or “Uniform Display Interface”(collectively “Trademarks”)when used to identify or refer to the Final Specification and products containing CompliantPortions. If the Promoters agree to create or assert trademark or trade name rights in such name ora related logo or another name or logo to be used in conjunction with the Final Specification, theyagree to use commercially reasonable efforts to agree on the nature of ownership, licensing andregistration of such name or logo prior to adoption. By unanimous agreement, the Promoters mayagree in the future to create, use and seek appropriate protection for additional trademarks, tradenames, logos, trade dress, and the like (all such trademarks and the like also being “Trademarks”)for identifying or referring to the Final Specification and products containing Compliant Portions.Such unanimous agreement shall also include provisions for protection of and rights to assert suchtrademarks.11.2 Obligation to Use Trademarks. No Promoter or Adopter shall be obligated to use any ofthe Trademarks on any product, advertising, or on any other material in any manner.11.3 Use of the Trademarks. Each Promoter hereby agrees that, to the extent it uses theTrademarks, it shall only use the Trademarks to label and promote products in which all includedfeatures and functions reasonably capable of being implemented as Compliant Portions have been soimplemented. No Promoter shall use or adopt any trademarks for any product, service orspecification likely to cause confusion with any Trademarks adopted by the Promoters in connectionwith the Final Specification, unless agreed in writing by all Promoters.**12.** **Adding Promoters, Contributors and Adopters**12.1 Adding Promoters. At any time prior to the adoption of the Final Specification, byunanimous agreement of the Promoters, additional parties may be added to this agreement.12.2 Solicitation of Inputs from Third Party Contributors. Subject to Passing Vote of thePromoters, any Promoter may solicit suggestions for incorporation in the Final Specification from athird party Contributor, provided that disclosure of the Draft Specification and solicitation ofcomments is done after (a) proper execution of and pursuant to the terms of a ContributionAgreement that has been executed by such third party and two (2) Promoters, and (b) the receipt ofsuch properly executed agreement by the Secretary.12.3 Enrolling Adopters. After adoption of the Final Specification, any third party maybecome an Adopter by executing the Adopters Agreement and transmitting an original copy of theexecuted Adopters Agreement to the Administration Organization. After adoption of the FinalSpecification, upon request of a third party, the Secretary shall furnish a signature ready copy ofthe Adopters Agreement to the requesting third party.12.4 Enforcement of Contribution and Adopters Agreements. Each Promoter shall promptlynotify each other Promoter of any violation of any Contribution Agreement or Adopters Agreement.Each Promoter shall have the right to enforce compliance with the terms of such agreement uponnotice to the other Promoters. Upon receipt of such notice, any Promoter may, at its option, bringsuit against a Contributor or an Adopter to enforce such agreement. The other Promoters shallprovide reasonable assistance in the prosecution of such suit, including without limitationallowing, upon request, their names to be added to such suit if required by the law of
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the forum in which such action is brought. Each party shall bear its own costs in any suchenforcement action.**13.** **Confidentiality**13.1 Confidentiality. Each party agrees that it will maintain all Confidential Informationin confidence with at least the same degree of care that it uses to protect its own proprietarymaterial and in no event with less than reasonable care. Each party agrees that it will not, norwill it assist or allow any third party to disclose any Confidential Information received from adisclosing party except as specifically allowed hereunder (a) to communicate with other Promoters;and (b) to communicate with Contributors pursuant to Section 12.2. Each party shall mark any copiesof Confidential Information it makes “confidential” or with a similar legend. Unless the partiesagree otherwise, this obligation of confidentiality will expire three (3) years after the date ofdisclosure of Confidential Information. Notwithstanding anything to the contrary contained herein,the parties agree that only the Draft Specification(s), the terms of this Agreement, and no otherinformation of any kind shall be deemed Confidential Information under this Agreement. And nothingin this Agreement shall preclude a party from independent development of a specification ortechnology that is an alternative to the Final Specification without use of the ConfidentialInformation or from the use or sale of any such specification or technology independently developedby any other person.13.2 Residuals. Notwithstanding anything herein to the contrary, any party may useResiduals for any purpose, including without limitation use in development, manufacture, promotion,sale and maintenance of its products and services; provided that this right to Residuals does notrepresent a license under any patents, or copyrights of the disclosing party. The term “Residuals”means any information retained in the unaided memories of the receiving party’s employees who havehad access to the disclosing party’s Confidential Information pursuant to the terms of thisAgreement. An employee’s memory is unaided if the employee has not intentionally memorized theConfidential Information for the purpose of retaining and subsequently using or disclosing it.13.3 Confidentiality of Terms. The parties hereto shall keep the terms of this Agreementconfidential and shall not now or hereafter divulge these terms to any third party except: (a) withthe prior written consent of the other parties; (b) as otherwise may be required by law or legalprocess (including but not limited to filings that may be required by the securities laws of theUnited States or other jurisdictions), including to legal and financial advisors in their capacityof advising a party in such matters; (c) during the course of litigation, so long as the disclosureof such terms and conditions are restricted in the same manner as is the confidential informationof other litigating parties; or (d) in confidence to its legal counsel, accountants, banks andfinancing sources and their advisors solely in connection with complying with financialtransactions; provided that, in (b) through (d) above, (i) the disclosing party shall use allreasonable legitimate and legal means available to minimize the disclosure to third parties,including without limitation seeking a confidential treatment request or protective order wheneverappropriate or available; and (ii) the disclosing party shall provide the other parties with atleast 10 days prior written notice of such disclosure.13.4 Press Releases. Subject to the terms and conditions of this Section 13, no Promotermay make a press release or other public announcement regarding its activities as a Promoter andthe identities of any of the other Promoters without unanimous consent of the other Promoters.13.5 Publication.
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(a) The Promoters will use reasonable efforts to ensure that the Final Specification will bepublished timely following adoption, and will not be subject to trade secret or confidentialtreatment. The Promoters agree that any publication of the Final Specification shall include,in addition to the notices required by Section 10.1, appropriate disclaimers reasonably toprevent any third party from claiming that any rights are granted by implication or estoppelbecause of such publication. (b) Upon agreement (as evidenced by a Passing Vote) of the Promoters, any Promoter may publish ordistribute all or any portion of a Draft Specification to a limited set of third parties. Anypublication or disclosure of a Draft Specification or portions thereof pursuant to thisSection 13 shall include all of the notices and disclaimers required for publication of theFinal Specification, as agreed by the Promoters.**14.** **Term**14.1 Term. The term of this Agreement shall begin on the Effective Date and shall continueindefinitely subject to each party’s right to withdraw pursuant to Section 15, and subject toSection 14.2.14.2 Termination. If the Promoters have not adopted a Final Specification after holdingthree (3) Adoption Meetings pursuant to Section 6, the Promoters may by a Passing Vote of thePromoters and their written agreement, terminate this Agreement at any time prior to adoption of aFinal Specification. In the event of such termination, the Secretary shall notify all Promoters andContributors of such termination. Following such termination, Sections 1, 7.2, 10.1, 13, 14 and 16shall survive and remain in effect, but no other portion of this Agreement shall survive.**15.** **Withdrawal** 15.1 Conditions for Withdrawal. (a) As provided in Sections 5 and 6, a Promoter may withdraw from this Agreement at any timeprior to adoption of the Final Specification. (b) A Promoter that fails to attend the Adoption Meeting at which the Final Specification isadopted or that votes against the adopted Final Specification at such meeting may withdrawfrom this Agreement no later than thirty (30) calendar days following its receipt of notice ofadoption of the Final Specification.15.2 Withdrawal Procedure. A Promoter desiring to withdraw may do so by written notice tothe Secretary and all other Promoters, transmitted during any period in which such withdrawal ispermitted. A Promoter wishing to exercise the right to withdraw under this provision, must delivernotice of withdrawal to the Secretary not later than thirty (30) calendar days following the dateof the Secretary’s notice of the Interim Specification review or the Final Specification adoptionmeeting in Sections 5 and 6. Said notice of withdrawal pursuant to this provision shall includewritten identification of any Necessary Claims of the withdrawing Promoter that the withdrawingPromoter does not wish to license hereunder. Promoter’s Representative (“Representative” is anyPromoter employee who participates in or attends work group meetings) shall disclose to the otherPromoters, any potential Necessary Claims personally known to the Representative in that Promotercompany’s patents and published patent applications. In no instance shall a Promoter or Promoter’srepresentative be required to make additional disclosures, including without limitation,unpublished patent applications, nor shall any patent
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search on the part of any Promoter be required. Notice to the Secretary must be in writing and maybe given by email, fax, or other delivery mechanism.15.2 Effect of Withdrawal. If a Promoter withdraws under this Section 15, (a) this Agreement shall continue in full force and effect for all remaining Promoters; and (b) with respect to the withdrawing Promoter, 10.1, first sentence of 11.1, Section 1 in itsentirety, 13 (excepting Section 13.5), 15, and 16 shall continue in full force and effect; and (c) the withdrawing Promoter grants to all the Promoters a perpetual, irrevocable, worldwide,royalty-free, copyright license (including the right to sublicense) to reproduce, distribute,display, perform, and create derivative works of any material the withdrawing Promoter hasdelivered under this Agreement to any other Promoter in any form, to the extent that suchmaterial is included the Final Specification; and (d) the withdrawing Promoter will within ten (10) days following its withdrawal, destroy allcopies of Confidential Information in its possession and certify to the Secretary suchdestruction; and (e) Notwithstanding the dissolution of the Promoters or a Promoter’s withdrawal, or terminationof this Agreement, a Promoter’s agreement to grant a license as provided in Section 7, above,shall remain in full force and effect for: (i) any Necessary Claim to an Interim Specificationadopted before the effective date of dissolution or before the effective date of a Promoter’swithdrawal or termination of this Agreement; (ii) any Necessary Claim to a Final Specificationadopted before the effective date of dissolution or before the effective date of a Promoter’swithdrawal or termination of this Agreement (iii) any Necessary Claim implicated by an InterimSpecification, if such Necessary Claim is implicated by such later adopted FinalSpecification, and for which a Promoter did not identify such Necessary Claim in its notice ofwithdrawal (if any) submitted prior to the expiration of the review period set forth inSection 5 (c) for such Interim Specification; (iv) any Necessary Claim to a Specificationthat is provided to the Promoters in accordance with Section 1.7 and for which a Promoter didnot identify such Necessary Claim in its notice of withdrawal (if any) submitted prior to theexpiration of the review period set forth in Section 5(c) for such Specification, and suchSpecification is later adopted; and (vi) any Necessary Claims to a Specification adopted bythe Promoters after the effective date of the Promoter’s withdrawal, termination of thisAgreement that (a) are necessary for the future Specification to be backwards compatible withthe prior Specification, and (b) are used in a substantially similar manner and to asubstantially similar extent with a substantially similar result as the same Necessary Claimswere used in a prior Specification for which the Promoter is obligated to grant licenses. Inno event is a withdrawn Promoter obligated to license any additional Necessary Claims underthis Section 15. A withdrawn Promoter shall remain entitled to reciprocity pursuant toSection 7 so long as that withdrawn Promoter remains obligated to license any Necessary Claimsunder this Section 15. This agreement to the survival of reciprocal licensing shall extend toall Promoters, including Promoters who become Promoters after the effective date of adeparting Promoter’s termination or expiration. (f) all other rights, licenses, obligations, terms and conditions of this Agreement shallterminate with respect to the withdrawing Promoter.
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**16.** **General**16.1 No Other Licenses. Except for the rights expressly provided by this Agreement, underthis Agreement, no Promoter grants or receives, by implication, estoppel, or otherwise, any rightsunder any patents or other intellectual property rights.16.2 No Warranty. All parties acknowledge that all information provided as part of theFinal Specification development process and the Draft Specification and/or Final Specificationitself are all provided “AS IS” WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY,OR OTHERWISE, AND THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT,FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL,SPECIFICATION, OR SAMPLE.16.3 Limitation of Liability. IN NO EVENT WILL PROMOTERS BE LIABLE TO EACH OTHER OR TO ANYTHIRD PARTY FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSSOF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, WHETHER UNDER CONTRACT,TORT, WARRANTY OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS OR ANY OTHER RELATED AGREEMENT, WHETHEROR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.16.4 Governing Law. This Agreement shall be construed and controlled by the laws of NewYork without reference to conflict of laws principles.16.5 Jurisdiction. The parties agree that all disputes arising in any way out of thisAgreement shall be heard exclusively in, and all parties irrevocably consent to jurisdiction andvenue in, the State and Federal courts of New York.16.6 Notices. All notices hereunder shall be in writing and sent to each party at addressesindicated in such party’s signature block at the end of this Agreement and to the Secretary at suchaddress as the Secretary has furnished for notice from the parties hereto, or at such addresses aseach such party may later specify by such written notice. For purposes of this Section 16.6,written notice shall not include notice by electronic mail or by facsimile. Notices shall be deemedserved when received by the addressee or, if delivery is not accomplished by reason of some faultof the addressee, when tendered for delivery. Any party may give written notice of a change ofaddress and, after notice of such change has been received, any notice or request shall thereafterbe given to such party at such changed address.16.7 Authority to Grant Licenses; No Attempt to Circumvent Agreement. Each party herebyrepresents and warrants that it has the power and authority to bind itself and all of itsAffiliates to the obligations contained herein, including without limitation, the obligation togrant patents licenses as set forth in this Agreement. Each party further represents and warrantsthat it has not and will not transfer patents having Necessary Claims for the purpose ofcircumventing the commitment to grant licenses contained in this Agreement. Any transfer by aPromoter or its Affiliates to a third party of a patent having Necessary Claims shall be subjectto: (i) the terms and conditions of this Agreement, and (ii) the agreement by the Promoter to grantlicenses to other Promoters and their Affiliates and Adopters andtheir Affiliates pursuant toSection 7.1 herein.
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16.8 Not Partners. The Promoters are independent companies and are not partners or jointventurers with each other. While the Promoters may select an entity to handle certainadministrative tasks for them, no party is authorized to make any commitment on behalf of all orany of them.16.9 Complete Agreement; No Waiver. This Agreement sets forth the entire understanding ofthe parties and supersedes all prior agreements and understandings relating hereto. Nomodifications or additions to or deletions from this Agreement shall be binding unless accepted inwriting by an authorized representative of all parties, and the waiver of any breach or defaultwill not constitute a waiver of any other right hereunder or any subsequent breach or default.16.10 No Rule of Strict Construction . Regardless of which party may have drafted thisAgreement, no rule of strict construction shall be applied against any party. If any provision ofthis Agreement is determined by a court to be unenforceable, the parties shall deem the provisionto be modified to the extent necessary to allow it to be enforced to the extent permitted by law,or if it cannot be modified, the provision will be severed and deleted from this Agreement, and theremainder of the Agreement will continue in effect.16.11 Compliance with Laws. Anything contained in this Agreement to the contrarynotwithstanding, the obligations of the parties hereto shall be subject to all laws, present andfuture, of any government having jurisdiction over the parties hereto, and to orders, regulations,directions or requests of any such government.16.12 Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be an original, with the same effect as if the signatures thereto and to this Agreementwere upon the same instrument.In witness of their agreement, the Promoters have executed this Agreement below:     **INTEL CORPORATION**   **SILICON IMAGE, INC.**     /s/ Eric Mentzer   /s/ Steve Tirado     Signature   Signature     Eric Mentzer   Steve Tirado     Printed Name   Printed Name     Vice President and GM, Chipset Group   CEO     Title   Title     04/28/05   04/28/05     Date   Date
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     **NATIONAL SEMICONDUCTOR CORPORATON**         /s/ Donald Macleod         Signature         Donald Macleod         Printed Name         EVP/COO         Title         05/02/05         Date    
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Attachment AAdopters AgreementTo be prepared with terms consistent with the licensing framework herein and released on mutualagreement of the Promoters.
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Attachment B