relevant information, including total number of FPUs
to be manufactured, number of FPUs to be simshipped into the Simship Territory,
date of simship, etc.
Publisher remains responsible for complying with all
relevant import, distribution and packaging requirements as well as any other
applicable requirements set forth in the Xbox 360 Publisher Guide.
5.
ONLINE CONTENT
a.
For the purpose of this Section 5, the following capitalized
terms have the following meanings:
****
****
B.
PUBLISHER MAY, FROM TIME TO TIME, SUBMIT ONLINE CONTENT TO
MICROSOFT FOR MICROSOFT TO DISTRIBUTE VIA XBOX LIVE.
****
C.
****
D.
****
E.
WITHIN **** AFTER THE END OF **** WITH RESPECT TO WHICH MICROSOFT
OWES PUBLISHER ANY ROYALTY FEES, MICROSOFT SHALL FURNISH PUBLISHER WITH A
WRITTEN STATEMENT, TOGETHER WITH PAYMENT FOR ANY AMOUNT SHOWN THEREBY TO BE DUE
TO PUBLISHER.
THE STATEMENT WILL CONTAIN INFORMATION SUFFICIENT TO DISCERN HOW
THE ROYALTY FEES WERE COMPUTED.
6.
XBOX LIVE BILLING AND COLLECTION
MICROSOFT IS RESPONSIBLE FOR BILLING AND COLLECTING ALL FEES ASSOCIATED WITH
XBOX LIVE, INCLUDING FEES FOR SUBSCRIPTIONS AND/OR ANY ONLINE CONTENT FOR WHICH
A XBOX LIVE USER MAY BE CHARGED.
****
7.
TAXES
A.
THE AMOUNTS TO BE PAID BY EITHER PARTY TO THE OTHER DO NOT
INCLUDE ANY FOREIGN, U.S. FEDERAL, STATE, LOCAL, MUNICIPAL OR OTHER GOVERNMENTAL
TAXES, DUTIES, LEVIES, FEES, EXCISES OR TARIFFS, ARISING AS A RESULT OF OR IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT INCLUDING,
WITHOUT LIMITATION, (I) ANY STATE OR LOCAL SALES OR USE TAXES OR ANY VALUE ADDED
TAX OR BUSINESS TRANSFER TAX NOW OR HEREAFTER IMPOSED ON THE PROVISION OF ANY
SERVICES TO THE OTHER
PARTY UNDER THIS AGREEMENT, (II) TAXES IMPOSED OR BASED
ON OR WITH RESPECT TO OR MEASURED BY ANY NET OR GROSS INCOME OR RECEIPTS OF
EITHER PARTY, (III) ANY FRANCHISE TAXES, TAXES ON DOING BUSINESS, GROSS RECEIPTS
TAXES OR CAPITAL STOCK TAXES (INCLUDING ANY MINIMUM TAXES AND TAXES MEASURED BY
ANY ITEM OF TAX PREFERENCE), (IV) ANY TAXES IMPOSED OR ASSESSED AFTER THE DATE
UPON WHICH THIS AGREEMENT IS TERMINATED, (V) TAXES BASED UPON OR IMPOSED WITH
REFERENCE TO EITHER PARTIES' REAL AND/OR PERSONAL PROPERTY OWNERSHIP AND (VI)
ANY TAXES SIMILAR TO OR IN THE NATURE OF THOSE TAXES DESCRIBED IN (I), (II),
(III), (IV) OR (V) ABOVE, NOW OR HEREAFTER IMPOSED ON EITHER PARTY (OR ANY THIRD
PARTIES WITH WHICH EITHER PARTY IS PERMITTED TO ENTER INTO AGREEMENTS RELATING
TO ITS UNDERTAKINGS HEREUNDER) (ALL SUCH AMOUNTS, TOGETHER WITH ANY PENALTIES,
INTEREST OR ANY ADDITIONS THERETO, COLLECTIVELY "TAXES").
NEITHER PARTY IS
LIABLE FOR ANY OF THE OTHER PARTY'S TAXES INCURRED IN CONNECTION WITH OR RELATED
TO THE SALE OF GOODS AND SERVICES UNDER THIS AGREEMENT, AND ALL SUCH TAXES ARE
THE FINANCIAL RESPONSIBILITY OF THE PARTY OBLIGATED TO PAY SUCH TAXES AS
DETERMINED BY THE APPLICABLE LAW, PROVIDED THAT BOTH PARTIES SHALL PAY TO THE
OTHER THE APPROPRIATE COLLECTED TAXES IN ACCORDANCE WITH SUBSECTION 6.B BELOW.
EACH PARTY AGREES TO INDEMNIFY, DEFEND AND HOLD THE OTHER PARTY HARMLESS FROM
ANY