AND PASSING OF RISK, TITLE TO THE PRODUCTS ONLY (THE SOFTWARE BEING LICENSED,
NOT SOLD, TO PARTNER) WILL PASS TO PARTNER ONLY UPON FULL PAYMENT TO FVC
THEREFORE.
UNTIL TITLE IN THE PRODUCTS HAS PASSED, PARTNER SHALL BE IN
POSSESSION OF THE PRODUCTS IN A FIDUCIARY CAPACITY.
FVC RESERVES THE RIGHT TO
REPOSSESS AND RESELL ANY PRODUCTS TO WHICH IT HAS RETAINED TITLE, AND FVC'S
CONSENT TO PARTNER'S POSSESSION OF THE PRODUCTS AND ANY RIGHT PARTNER MAY HAVE
TO POSSESSION OF THE PRODUCTS SHALL IN ANY EVENT CEASE IF ANY SUM OWED BY
PARTNER TO FVC IS NOT PAID TO FVC BY THE DATE WHEN IT IS DUE, OR IF PARTNER IS
OTHERWISE IN BREACH OF THIS AGREEMENT
VI - Effective July 2001
PARTNER AGREEMENT
4
4.5
SOFTWARE LICENSE
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, FVC HEREBY
GRANTS TO PARTNER A NON-EXCLUSIVE AND NON-TRANSFERABLE LICENSE, WITHOUT THE
RIGHT TO SUBLICENSE EXCEPT TO END-USER CUSTOMERS AS EXPRESSLY PROVIDED HEREIN,
IN THE ASSIGNED TERRITORY DURING THE TERM TO USE THE SOFTWARE AND RELATED
DOCUMENTATION PROVIDED BY FVC SOLELY FOR PARTNER'S INTERNAL USE AND SOLELY IN
CONNECTION WITH THE SALE AND PROMOTION OF THE PRODUCTS TO END-USER CUSTOMERS.
PARTNER SHALL NOT DISCLOSE, FURNISH, TRANSFER OR OTHERWISE MAKE AVAILABLE THE
SOFTWARE OR ANY PORTION THEREOF OR RELATED DOCUMENTATION PROVIDED BY FVC IN ANY
FORM TO ANY THIRD PARTY (OTHER THAN TO AN END-USER CUSTOMER) AND SHALL NOT
DUPLICATE THE SOFTWARE OR ANY PART THEREOF OR ANY SUCH RELATED DOCUMENTATION.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED IN
THIS AGREEMENT, PARTNER IS AUTHORIZED TO MARKET, DISTRIBUTE OR SUBLICENSE THE
SOFTWARE ONLY IN OBJECT CODE FORM AND ONLY TO END-USER CUSTOMERS LOCATED IN THE
TERRITORY WHO PRIOR TO TAKING POSSESSION OF THE SOFTWARE HAVE EXECUTED A
"SUBLICENSE AGREEMENT" AS SET FORTH BELOW.
EACH SUBLICENSE AGREEMENT MUST
CONTAIN THE REQUIRED PROVISIONS SET FORTH IN EXHIBIT E ATTACHED HERETO, AS WELL
AS PROVISIONS WHICH PROVIDE EQUIVALENT OR GREATER PROTECTION OF FVC'S
INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION THAN THOSE PROTECTIONS
SET FORTH IN THIS AGREEMENT. PARTNER SHALL MAINTAIN ACCURATE RECORDS OF ALL
END-USER CUSTOMERS WHO HAVE RECEIVED COPIES OF THE SOFTWARE AND PROVIDE FVC WITH
A COPY OF EACH EXECUTED SUBLICENSE AGREEMENT NO LATER THAN THIRTY (30) DAYS
AFTER ITS EXECUTION. PARTNER IS RESPONSIBLE FOR ENSURING THAT ALL END-USER
CUSTOMERS ABIDE BY THE SUBLICENSE AGREEMENT AND SHALL PROMPTLY INFORM FVC OF ANY
BREACH THEREOF BY ANY END-USER CUSTOMER AND ASSIST FVC IN ENFORCING ITS RIGHTS
AGAINST ANY BREACHING END-USER CUSTOMER.
(C)
TITLE TO AND OWNERSHIP OF AND ALL INTELLECTUAL PROPERTY RIGHTS IN
OR RELATED TO THE SOFTWARE, RELATED DOCUMENTATION PROVIDED BY FVC AND ALL
PARTIAL OR COMPLETE COPIES OF SUCH SOFTWARE AND RELATED DOCUMENTATION PERMITTED
TO BE MADE HEREUNDER OR UNDER SUBLICENSE AGREEMENTS SHALL AT ALL TIMES REMAIN
WITH FVC (OR ITS LICENSORS). THIS AGREEMENT AND SUBLICENSE AGREEMENTS SHALL NOT
BE CONSTRUED AS A SALE OF ANY RIGHTS IN THE SOFTWARE, RELATED DOCUMENTATION
PROVIDED BY FVC, ANY COPIES THEREOF OR ANY