DISTRIBUTION OF SOFTWARE SUBJECT TO THE
EXCLUDED LICENSE, THAT SUCH SOFTWARE OR OTHER SOFTWARE COMBINED AND/OR
DISTRIBUTED WITH SUCH SOFTWARE BE (A) DISCLOSED OR DISTRIBUTED IN SOURCE CODE
FORM; (B) LICENSED FOR THE PURPOSE OF MAKING DERIVATIVE WORKS; OR (C)
REDISTRIBUTABLE AT NO CHARGE.
10.2
NO DISTRIBUTION OUTSIDE THE SALES TERRITORY.
PUBLISHER SHALL
DISTRIBUTE FPUS ONLY IN SALES TERRITORIES FOR WHICH THE SOFTWARE TITLE HAS BEEN
APPROVED BY MICROSOFT.
PUBLISHER SHALL NOT DIRECTLY OR INDIRECTLY EXPORT ANY
FPUS FROM AN AUTHORIZED SALES TERRITORY TO AN UNAUTHORIZED TERRITORY NOR SHALL
PUBLISHER KNOWINGLY PERMIT OR ASSIST ANY THIRD PARTY IN DOING SO, NOR SHALL
PUBLISHER DISTRIBUTE FPUS TO ANY PERSON OR ENTITY THAT IT HAS REASON TO BELIEVE
MAY RE-DISTRIBUTE OR SELL SUCH FPUS OUTSIDE AUTHORIZED SALES TERRITORIES.
10.3
ONLINE FEATURES.
IN CONSIDERATION OF THE ROYALTY PAYMENTS AS
DESCRIBED IN EXHIBIT 1, PUBLISHER GRANTS TO MICROSOFT (I) A WORLDWIDE,
TRANSFERABLE AND/OR SUBLICENSABLE ONLY TO MICROSOFT AFFILIATES LICENSE TO
BROADCAST, TRANSMIT, DISTRIBUTE, HOST, PUBLICLY DISPLAY, REPRODUCE, AND LICENSE
ONLINE CONTENT FOR USE ON XBOX 360S, AND (II) A WORLDWIDE. TRANSFERABLE TO
MICROSOFT AFFILIATES LICENSE SOLELY TO DISTRIBUTE TO END USERS AND PERMIT END
USERS TO DOWNLOAD AND STORE ONLINE CONTENT (AND, AT PUBLISHER'S DISCRETION, TO
MAKE FURTHER COPIES).
PUBLISHER AGREES THAT THE LICENSE GRANTS SET FORTH IN
THIS SECTION APPLICABLE TO ONLINE CONTENT ARE EXCLUSIVE, MEANING THAT EXCEPT AS
EXPRESSLY PERMITTED UNDER THIS AGREEMENT, THE XBOX 360 PUBLISHER GUIDE AND/OR AS
AGREED BY THE PARTIES, PUBLISHER SHALL NOT DIRECTLY OR INDIRECTLY PERMIT OR
ENABLE ACCESS TO ONLINE CONTENT BY ANY MEANS, METHODS, PLATFORMS OR SERVICES
OTHER THAN THROUGH XBOX LIVE, OR AS OTHERWISE SET FORTH IN THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THIS SECTION 10.3 DOES NOT PREVENT PUBLISHER FROM
MAKING OTHER PLATFORM VERSIONS OF ITS SOFTWARE TITLES OR ONLINE CONTENT
AVAILABLE VIA OTHER PLATFORM-SPECIFIC ONLINE SERVICES.
THIS SECTION 10.3 SHALL
SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT SOLELY TO THE EXTENT AND FOR
THE DURATION NECESSARY TO EFFECTUATE SECTION 17.3 BELOW.
10.4
NO REVERSE ENGINEERING.
PUBLISHER MAY UTILIZE AND STUDY THE
DESIGN, PERFORMANCE AND OPERATION OF XBOX 360 OR XBOX LIVE SOLELY FOR THE
PURPOSES OF DEVELOPING THE SOFTWARE TITLE OR ONLINE CONTENT.
NOTWITHSTANDING
THE FOREGOING, PUBLISHER SHALL NOT, DIRECTLY OR INDIRECTLY, REVERSE ENGINEER OR
AID OR ASSIST IN THE REVERSE ENGINEERING OF ALL OR ANY PART OF XBOX 360 OR XBOX
LIVE EXCEPT AND ONLY TO THE EXTENT THAT SUCH ACTIVITY IS EXPRESSLY PERMITTED BY
APPLICABLE LAW OR IN WRITING BY MICROSOFT NOTWITHSTANDING THIS LIMITATION.
IN
THE EVENT APPLICABLE LAW GRANTS PUBLISHER THE RIGHT TO REVERSE ENGINEER THE XBOX
360 OR XBOX LIVE NOTWITHSTANDING THIS LIMITATION, PUBLISHER SHALL PROVIDE
MICROSOFT WITH WRITTEN NOTICE PRIOR TO SUCH REVERSE ENGINEERING ACTIVITY,
INFORMATION REGARDING PUBLISHER'S INTENDED METHOD OF REVERSE ENGINEERING, ITS
PURPOSE AND THE LEGAL AUTHORITY FOR SUCH ACTIVITY AND SHALL AFFORD MICROSOFT A
REASONABLE PERIOD OF TIME BEFORE INITIATING SUCH ACTIVITY IN ORDER TO EVALUATE
THE ACTIVITY AND/OR CHALLENGE THE REVERSE ENGINEERING ACTIVITY WITH THE
APPROPRIATE LEGAL AUTHORITIES.
PUBLISHER SHALL REFRAIN FROM SUCH REVERSE