THIS
SECTION, PUBLISHER SHALL PROMPTLY REMEDY SUCH NON-CONFORMANCE AND NOTIFY
MICROSOFT OF THE NON-CONFORMANCE AND REMEDIAL STEPS TAKEN.
12.4
PROTECTION OF LICENSED TRADEMARKS.
PUBLISHER SHALL ASSIST
MICROSOFT IN PROTECTING AND MAINTAINING MICROSOFT'S RIGHTS IN THE LICENSED
TRADEMARKS, AT MICROSOFT'S SOLE EXPENSE, INCLUDING PREPARATION AND EXECUTION OF
DOCUMENTS NECESSARY TO REGISTER THE LICENSED TRADEMARKS OR RECORD THIS
AGREEMENT, AND GIVING IMMEDIATE NOTICE TO MICROSOFT OF POTENTIAL INFRINGEMENT OF
THE LICENSED TRADEMARKS.
MICROSOFT SHALL HAVE THE SOLE RIGHT TO AND IN ITS SOLE
DISCRETION AND EXPENSE MAY, COMMENCE, PROSECUTE OR DEFEND, AND CONTROL ANY
ACTION CONCERNING THE LICENSED TRADEMARKS, EITHER IN ITS OWN NAME OR BY JOINING
PUBLISHER AS A PARTY THERETO (SUBJECT TO PUBLISHER'S PRIOR WRITTEN CONSENT).
PUBLISHER SHALL NOT DURING THE TERM OF THIS AGREEMENT CONTEST THE VALIDITY OF,
BY ACT OR OMISSION JEOPARDIZE, OR TAKE ANY ACTION INCONSISTENT WITH, MICROSOFT'S
RIGHTS OR GOODWILL IN THE LICENSED TRADEMARKS IN ANY COUNTRY, INCLUDING
ATTEMPTED REGISTRATION OF ANY LICENSED TRADEMARK, OR USE OR ATTEMPTED
REGISTRATION OF ANY MARK CONFUSINGLY SIMILAR THERETO.
12.5
OWNERSHIP AND GOODWILL.
PUBLISHER ACKNOWLEDGES MICROSOFT'S
OWNERSHIP OF ALL LICENSED TRADEMARKS, AND ALL GOODWILL ASSOCIATED WITH THE
LICENSED TRADEMARKS.
USE OF THE LICENSED TRADEMARKS SHALL NOT CREATE ANY RIGHT,
TITLE OR INTEREST THEREIN IN PUBLISHER'S FAVOR.
PUBLISHER'S USE OF THE LICENSED
TRADEMARKS SHALL INURE SOLELY TO THE BENEFIT OF MICROSOFT.
13.
NON-DISCLOSURE; ANNOUNCEMENTS
13.1
NON-DISCLOSURE AGREEMENT.
THE INFORMATION, MATERIALS AND SOFTWARE
EXCHANGED BY THE PARTIES HEREUNDER OR UNDER AN XDK LICENSE, INCLUDING THE TERMS
AND CONDITIONS HEREOF AND OF THE XDK LICENSE, ARE SUBJECT TO THE NON-DISCLOSURE
AGREEMENT BETWEEN THE PARTIES ATTACHED HERETO AS EXHIBIT 5 (THE "NON-DISCLOSURE
AGREEMENT"), WHICH IS INCORPORATED HEREIN BY REFERENCE; PROVIDED, HOWEVER, THAT
FOR PURPOSES OF THE FOREGOING, SECTION 2(A)(I) OF THE NON-DISCLOSURE AGREEMENT
SHALL HEREINAFTER READ, "THE RECEIVING PARTY SHALL: (I)] REFRAIN FROM DISCLOSING
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO ANY THIRD PARTIES FOR AS
LONG AS SUCH REMAINS UNDISCLOSED UNDER 1(B) ABOVE EXCEPT AS EXPRESSLY PROVIDED
IN SECTIONS 2(B) AND 2(C) OF THIS [NON-DISCLOSURE] AGREEMENT."
IN THIS WAY, ALL
CONFIDENTIAL INFORMATION PROVIDED HEREUNDER OR BY WAY OF THE XDK LICENSE IN
WHATEVER FORM (E.G. INFORMATION, MATERIALS, TOOLS AND/OR SOFTWARE EXCHANGED BY
THE PARTIES HEREUNDER OR UNDER AN XDK LICENSE), INCLUDING THE TERMS AND
CONDITIONS HEREOF AND OF THE XDK LICENSE, UNLESS OTHERWISE SPECIFICALLY STATED,
WILL BE PROTECTED FROM DISCLOSURE FOR AS LONG AS IT REMAINS CONFIDENTIAL.
13.2
PUBLIC ANNOUNCEMENTS.
NEITHER PARTY SHALL ISSUE ANY SUCH PRESS
RELEASE OR MAKE ANY SUCH PUBLIC ANNOUNCEMENT(S) RELATED TO THE SUBJECT MATTER OF
THIS AGREEMENT OR ANY XDK LICENSE WITHOUT THE EXPRESS PRIOR CONSENT OF THE OTHER
PARTY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.
NOTHING
CONTAINED IN THIS SECTION 13.2 WILL RELIEVE PUBLISHER OF ANY OTHER OBLIGATIONS
IT MAY HAVE UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ITS OBLIGATIONS
TO SEEK AND OBTAIN MICROSOFT APPROVAL OF MARKETING MATERIALS.
13.3
REQUIRED PUBLIC FILINGS.
NOTWITHSTANDING SECTIONS 13.1 AND 13.2,
THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT, OR PORTIONS THEREOF, MAY BE
REQUIRED UNDER APPLICABLE LAW TO BE