OFFICE UNDER THIS AGREEMENT, (B) NECESSARY WAREHOUSE, DISTRIBUTION,
MARKETING, SALES, COLLECTION AND CREDIT OPERATIONS TO FACILITATE PROPER HANDLING
OF THE LICENSED PRODUCTS, AND (C) CUSTOMER SERVICE AND GAME COUNSELING,
INCLUDING TELEPHONE SERVICE, TO ADEQUATELY SUPPORT THE LICENSED PRODUCTS.
7.5
NO SALES OUTSIDE THE TERRITORY. LICENSEE REPRESENTS AND WARRANTS
THAT IT SHALL NOT MARKET, SELL, OFFER TO SELL, IMPORT OR DISTRIBUTE THE LICENSED
PRODUCTS OUTSIDE THE TERRITORY, OR WITHIN THE TERRITORY WHEN LICENSEE HAS ACTUAL
OR CONSTRUCTIVE KNOWLEDGE THAT A SUBSEQUENT DESTINATION OF THE LICENSED PRODUCT
IS OUTSIDE THE TERRITORY.
7.6
DEFECTS AND RECALL. IN THE EVENT OF A MATERIAL PROGRAMMING DEFECT
IN A LICENSED PRODUCT THAT WOULD, IN NOA'S REASONABLE JUDGMENT, SIGNIFICANTLY
IMPAIR THE ABILITY OF A CONSUMER TO PLAY THE GAME, NOA MAY, AFTER CONSULTATION
WITH LICENSEE, REQUIRE THE LICENSEE TO RECALL THE LICENSED PRODUCT AND UNDERTAKE
SUITABLE REPAIRS OR REPLACEMENTS.
7.7
NOA PROMOTIONAL MATERIALS, PUBLICATIONS AND EVENTS.
AT ITS
OPTION, NOA MAY (A) INSERT IN THE PRINTED MATERIALS FOR THE LICENSED PRODUCTS
PROMOTIONAL MATERIALS CONCERNING NINTENDO POWER MAGAZINE OR OTHER NOA PRODUCTS,
SERVICES OR PROGRAMS, (B) UTILIZE SCREEN SHOTS, ARTWORK AND INFORMATION
REGARDING THE LICENSED PRODUCTS IN NINTENDO POWER, NINTENDO POWER SOURCE,
OFFICIAL NINTENDO-SPONSORED WEB SITES, OR OTHER ADVERTISING, PROMOTIONAL OR
MARKETING MEDIA THAT PROMOTES NINTENDO PRODUCTS, SERVICES OR PROGRAMS, AND
(C) EXERCISE PUBLIC PERFORMANCE RIGHTS IN THE GAMES AND USE RELATED TRADEMARKS
AND ARTWORK IN CONNECTION WITH NOA SPONSORED CONTESTS, TOURS, CONVENTIONS, TRADE
SHOWS, PRESS BRIEFINGS AND SIMILAR EVENTS THAT PROMOTE THE NINTENDO DS SYSTEM.
7.8
NINTENDO GATEWAY SYSTEM. TO PROMOTE AND INCREASE DEMAND FOR GAMES
ON NINTENDO VIDEO GAME SYSTEMS, NOA LICENSES A SYSTEM (THE "NINTENDO GATEWAY
SYSTEM") IN VARIOUS NON-COIN CUSTOMERS PLAY GAMES ON SPECIALLY ADAPTED NINTENDO
VIDEO GAME SYSTEMS. IF NOA IDENTIFIES A GAME FOR POSSIBLE LICENSE ON THE
NINTENDO GATEWAY SYSTEM, THE PARTIES AGREE TO CONDUCT GOOD FAITH NEGOTIATIONS
TOWARD INCLUDING THE GAME IN THE NINTENDO GATEWAY SYSTEM.
8.
CONFIDENTIAL INFORMATION
8.1
DEFINITION. "CONFIDENTIAL INFORMATION" MEANS INFORMATION PROVIDED
TO LICENSEE BY NINTENDO OR ANY THIRD PARTY WORKING WITH NINTENDO RELATING TO THE
HARDWARE AND SOFTWARE FOR THE NINTENDO DS SYSTEM OR THE DEVELOPMENT TOOLS,
INCLUDING, BUT NOT LIMITED TO, (A) ALL CURRENT OR FUTURE INFORMATION, KNOW-HOW,
TECHNIQUES, METHODS, INFORMATION, TOOLS, EMULATOR HARDWARE OR SOFTWARE, SOFTWARE
DEVELOPMENT SPECIFICATIONS AND/OR TRADE SECRETS, (B) ANY PATENTS OR PATENT
APPLICATIONS, (C) ANY BUSINESS, MARKETING OR SALES DATA OR INFORMATION, AND
(D) ANY OTHER INFORMATION OR DATA RELATING TO DEVELOPMENT, DESIGN, OPERATION,
MANUFACTURING, MARKETING OR SALES.
CONFIDENTIAL INFORMATION SHALL INCLUDE ALL
CONFIDENTIAL INFORMATION DISCLOSED, WHETHER IN
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
9
WRITING, ORALLY, VISUALLY, OR IN THE FORM OF DRAWINGS, TECHNICAL MANIFEST, IN
ANY FORM, THE ABOVE LISTED INFORMATION. CONFIDENTIAL INFORMATION SHALL NOT
INCLUDE (I) DATA AND INFORMATION THAT WAS IN THE PUBLIC DOMAIN PRIOR TO
LICENSEE'S RECEIPT OF THE SAME HEREUNDER, OR THAT SUBSEQUENTLY BECOMES PART OF
THE PUBLIC DOMAIN BY PUBLICATION OR OTHERWISE, EXCEPT BY