WITH A DEDUCTIBLE OF NOT MORE THAN THE JAPANESE YEN EQUIVALENT OF
****.
FOR FPUS
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
14
DISTRIBUTED IN THE ASIAN SALES TERRITORY, PUBLISHER'S COVERAGE WILL HAVE MINIMUM
LIMITS OF **** PER OCCURRENCE (OR ITS EQUIVALENT VALUE IN LOCAL CURRENCY AS OF
THE DATE OF ISSUANCE), WITH A DEDUCTIBLE OF NOT MORE THAN **** (OR ITS
EQUIVALENT VALUE IN LOCAL CURRENCY AS OF THE DATE OF ISSUANCE).
FOR FPUS
DISTRIBUTED OUTSIDE OF JAPAN AND THE ASIAN SALES TERRITORIES, PUBLISHER SHALL
MAINTAIN PROFESSIONAL LIABILITY AND ERRORS & OMISSIONS LIABILITY INSURANCE (E&O)
WITH POLICY LIMITS OF NOT LESS THAN **** PER OCCURRENCE (OR ITS EQUIVALENT VALUE
IN LOCAL CURRENCY AS OF THE DATE OF ISSUANCE), EACH CLAIM WITH A DEDUCTIBLE OF
NOT
MORE THAN **** (OR ITS EQUIVALENT VALUE IN LOCAL CURRENCY AS OF THE DATE OF
ISSUANCE).
SUCH INSURANCE SHALL INCLUDE COVERAGE FOR INFRINGEMENT OF ANY
PROPRIETARY RIGHT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION COPYRIGHT AND
TRADEMARK INFRINGEMENT AS RELATED TO PUBLISHER'S PERFORMANCE UNDER THIS
AGREEMENT.
THE E&O INSURANCE RETROACTIVE COVERAGE DATE WILL BE NO LATER THAN
****.
PUBLISHER SHALL MAINTAIN AN ACTIVE POLICY, OR PURCHASE AN EXTENDED
REPORTING PERIOD PROVIDING COVERAGE FOR CLAIMS FIRST MADE AND REPORTED TO THE
INSURANCE COMPANY WITHIN **** AFTER ****.
UPON REQUEST, PUBLISHER SHALL DELIVER
TO MICROSOFT PROOF OF SUCH COVERAGE.
IN THE EVENT THAT PUBLISHER'S PROOF
EVIDENCES COVERAGE THAT MICROSOFT REASONABLY DETERMINES TO BE LESS THAN THAT
REQUIRED TO MEET PUBLISHER'S OBLIGATIONS CREATED BY THIS AGREEMENT, THEN
PUBLISHER AGREES THAT IT SHALL PROMPTLY ACQUIRE SUCH COVERAGE AND NOTIFY
MICROSOFT IN WRITING THEREOF.
17.
TERM AND TERMINATION
17.1
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE AND SHALL CONTINUE UNTIL ****.
UNLESS ONE PARTY GIVES THE OTHER NOTICE OF
NON-RENEWAL WITHIN **** OF THE END OF THE THEN-CURRENT TERM, THIS AGREEMENT
SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE **** TERMS.
17.2
TERMINATION FOR BREACH.
IF EITHER PARTY MATERIALLY FAILS TO
PERFORM OR COMPLY WITH THIS AGREEMENT OR ANY PROVISION THEREOF, AND FAILS TO
REMEDY THE DEFAULT WITHIN **** AFTER THE RECEIPT OF WRITTEN NOTICE TO THAT
EFFECT, THEN THE OTHER PARTY HAS THE RIGHT, AT ITS SOLE OPTION AND UPON WRITTEN
NOTICE TO THE DEFAULTING PARTY, TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE;
PROVIDED THAT IF PUBLISHER IS THE PARTY THAT HAS MATERIALLY FAILED TO PERFORM OR
COMPLY WITH THIS AGREEMENT, THEN MICROSOFT HAS THE RIGHT, BUT NOT THE
OBLIGATION, TO SUSPEND AVAILABILITY OF THE ONLINE CONTENT DURING SUCH ****
PERIOD.
ANY NOTICE OF DEFAULT HEREUNDER MUST BE PROMINENTLY LABELED "NOTICE OF
DEFAULT"; PROVIDED, HOWEVER, THAT IF THE DEFAULT IS OF SECTIONS 10, 12 OR
SECTIONS 1 OR 2 OF EXHIBIT 1, THE NON-DISCLOSURE AGREEMENT, OR AN XDK LICENSE,
THEN THE NON-DEFAULTING PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON
WRITTEN NOTICE, WITHOUT BEING OBLIGATED TO PROVIDE A **** CURE PERIOD.
THE
RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE NOT EXCLUSIVE AND ARE IN
ADDITION TO ANY OTHER RIGHTS