PART THEREOF. ALL REFERENCES IN THIS
AGREEMENT OR SUBLICENSE AGREEMENTS TO SALE, RESALE OR PURCHASE OF THE PRODUCTS,
OR REFERENCES OF LIKE EFFECT, SHALL, WITH RESPECT TO THE SOFTWARE AND RELATED
DOCUMENTATION PROVIDED BY FVC, MEAN SUBLICENSES OF THE SOFTWARE AND SUCH RELATED
DOCUMENTATION TO END USER CUSTOMERS WHO HAVE ENTERED INTO SUBLICENSE AGREEMENTS
PURSUANT TO THIS SECTION.
(D)
PARTNER MAY NOT MODIFY, TRANSLATE, OR OTHERWISE GENERATE ANY
DERIVATIVE WORKS FROM THE PRODUCTS OR SOFTWARE.
PARTNER SHALL NOT, AND PARTNER
SHALL NOT PERMIT THIRD PARTIES TO, DISASSEMBLE, DECOMPILE OR OTHERWISE REVERSE
ENGINEER THE PRODUCTS OR SOFTWARE OR ATTEMPT TO REVEAL THE TRADE SECRETS,
KNOW-HOW, SOURCE CODE, OR STRUCTURE UNDERLYING THE PRODUCTS OR SOFTWARE.
(E)
FVC SHALL HAVE NO LIABILITY TO PARTNER OR ITS END-USER CUSTOMERS
WITH RESPECT TO ANY CLAIM OF PATENT OR COPYRIGHT INFRINGEMENT WHICH (I) ARISES
FROM THE COMBINATION OR UTILIZATION OF THE PRODUCT WITH ANY ITEM OF HARDWARE OR
WITH ANY MACHINE, DEVICE, COMPUTER OR SOFTWARE NOT FURNISHED OR APPROVED BY FVC,
OR (II) BASED UPON A PRODUCT WHICH HAS BEEN USED IN A MANNER FOR WHICH IT WAS
NOT DESIGNED.
VI - Effective July 2001
PARTNER AGREEMENT
5
5.0
OBLIGATIONS OF PARTNER AND FIRST VIRTUAL COMMUNICATIONS.
5.1
PARTNER SHALL USE ITS BEST EFFORTS TO PROMOTE, MARKET AND
DISTRIBUTE THE PRODUCTS IN ORDER TO REALIZE THE MAXIMUM SALES POTENTIAL FOR THE
PRODUCTS IN THE ASSIGNED TERRITORY. PARTNER WILL NOT ACCEPT ORDERS FROM OUTSIDE
THE ASSIGNED TERRITORY WITHOUT THE EXPRESS WRITTEN CONSENT OF FVC. PARTNER SHALL
BE SOLELY RESPONSIBLE FOR ALL OF ITS COSTS AND EXPENSES RELATED TO ADVERTISING,
MARKETING, PROMOTING, AND DISTRIBUTING THE PRODUCTS, INCLUDING ALL TAXES
ASSOCIATED WITH THE MARKETING, DISTRIBUTION AND DELIVERY OF THE PRODUCTS ORDERED
HEREUNDER, INCLUDING BUT NOT LIMITED TO SALES, USE, STAMP-DUTY, EXCISE,
VALUE-ADDED, WITHHOLDING AND SIMILAR TAXES AND ALL CUSTOMS, DUTIES OR OTHER
GOVERNMENTAL IMPOSITIONS ("TAXES"). PARTNER MAY ALSO BE ELIGIBLE TO RECEIVE
MARKETING CO-OP FUNDS, IN ACCORDANCE WITH THE GUIDELINES SET FORTH IN EXHIBIT F.
5.2
To the maximum extent allowed under applicable law, Partner shall
not, during the Term, advertise, promote, market, sell or otherwise transfer (i)
the Product outside the Territory, or (ii) any product or service which is
competitive with the Product.
Partner may advertise, promote, market, sell or
otherwise transfer a competitive product, if Partner obtains FVC's prior written
approval on a product-by-product basis.
5.3
FVC SHALL PROVIDE PARTNER WITH MANUALS FOR THE PRODUCTS FREE OF
CHARGE VIA ONLINE ACCESS TO THE INTERNET.
SUCH ACCESS WILL BE SUBJECT TO
PASSWORD PROTECTION IN ORDER TO RESTRICT ACCESS AND USE OF SUCH MANUALS TO
PARTNER OR ITS END-USER CUSTOMERS.
5.4
UPON EXECUTION OF THIS AGREEMENT AND NO LATER THAN ON THE FIRST DAY
OF EACH CALENDAR QUARTER THEREAFTER, PARTNER SHALL PROVIDE TO FVC A FORECAST OF
PARTNER'S ANTICIPATED QUARTERLY REQUIREMENT FOR PRODUCTS FOR THE NEXT SIX (6)
MONTH PERIOD. PARTNER AGREES TO PROVIDE SUCH FORECASTS IN FORM AND FORMAT AS MAY
BE REASONABLY REQUESTED BY FVC, INCLUDING MACHINE-READABLE FORM.
5.5
PARTNER AGREES TO PROVIDE FIRST AND SECOND