SETTLEMENT AGREEMENT BETWEEN
INTERGRAPH AND INTEL AND LICENSE TO DELL
This Settlement Agreement between Intergraph and Intel and License to Dell (“Agreement”) is
made and entered into effective as of the 29th day of March, 2004 (the “Effective Date”), by and
between Intergraph Hardware Technologies Company (“IHTC”) and Intergraph Corporation
(collectively referred to as “Intergraph”), on the one hand, and Intel Corporation (“Intel”), on the
other. Intergraph and Intel are sometimes referred to herein as the “Parties.”
WHEREAS, Intel develops, manufactures, markets and sells various products, including
integrated circuits, computer systems, and other computer products;
WHEREAS, Intel and Intergraph entered into that certain Settlement, Sale of
Technology, and License Agreement as of April 4, 2002 (“2002 Agreement”);
WHEREAS, under the 2002 Agreement, Intel and Intergraph agreed to resolve and settle
the litigation and all claims pending in the U.S. District Court for the Eastern District of Texas,
entitled Intergraph Corporation v. Intel Corporation, No. 2:01CV160 (the “Texas Litigation”),
under a procedure described in the 2002 Agreement;
WHEREAS, the District Court in the Texas Litigation found the patents in that action to
be infringed, not invalid and not unenforceable, and Intel thereafter made a payment to
Intergraph of $150 million (One Hundred and Fifty Million Dollars), pursuant to Section 2.2 of
the 2002 Agreement, which payment was accepted by Intergraph;
WHEREAS, on February 11, 2004, the United States Court of Appeals for the Federal
Circuit vacated the decision of the District Court in the Texas Litigation and remanded the case
back to the District Court;
WHEREAS, the Parties wish to resolve all remaining claims and issues in the Texas
Litigation;
WHEREAS, IHTC has sued Dell, Inc. (formerly known as Dell Computer Corporation),
Hewlett-Packard Inc., and Gateway Corporation, for infringement of the “Intergraph System
Patents” (as that term is defined in the 2002 Agreement) in Intergraph Hardware Technologies,
Inc. v. Dell, Inc., et al., No. 2-02CV-312 (E.D. Tex., Marshall Division) (the “OEM Litigation”);
WHEREAS, the Parties hereto acknowledge that Dell, Inc. (“Dell”) is a customer of
Intel;
WHEREAS, Dell sought indemnification from Intel for Intergraph’s claims against Dell
in the OEM Litigation;
WHEREAS, Dell has asserted a counterclaim against Intel and IHTC in the OEM
Litigation;
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WHEREAS, Intel seeks to eliminate Dell’s alleged exposure in the OEM Litigation;
WHEREAS, Intel is willing to make the payments outlined in this Agreement in return
for the licenses and other rights contained herein; and
WHEREAS, the Parties hereto both desire a mutually beneficial, dispute-avoiding
arrangement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1.
Definitions
a.
The Parties incorporate by reference the following definitions from the 2002
Agreement as if reproduced fully herein: 1.4 Indirect Infringement; 1.6 Intel
Computer System; 1.8 Intel Products; 1.9 Intergraph Patents; 1.10 Intergraph
System Patents; 1.15 Motherboard; 1.16 OEM Customer; 1.17 Patents; 1.18
Subsidiary; 1.21 Texas Patents.
b.
“
ACTION
” means the lawsuit pending in the United States District Court,
Eastern District of Texas, Marshall Division, Case No. 2-02-CV-312-TJW.
c.
“
AFFILIATE
” means the PARENT of a PARTY, a SUBSIDIARY of a PARTY,
or a SUBSIDIARY of a PARENT.
d.
“
PARENT
” means a corporation, company or other entity that owns more than
fifty percent (50%) of the outstanding shares or securities representing the right to
vote for the election of directors or other managing authority of a PARTY, but
such corporation, company or other entity shall be deemed to be a PARENT only
so long as such ownership or control exists.
e.
“
GRACE PERIOD
” means ten (10) calendar days from the due date of the
payment periods provided in Section 3(a) of this Agreement.
f.
“
INTEL MICROPROCESSOR
” means a Microprocessor manufactured by or
on behalf of Intel, including the following Intel Microprocessors and their
successors: Intel 8086, 80186, 80286, 80386, 80486; Pentium®; Pentium Pro;
Pentium® II; Pentium® III; Pentium® 4; Pentium® M; Itanium®; Itanium2®.
For the avoidance of doubt, any Microprocessor that meets such definition shall
be an Intel Microprocessor regardless of how it is designed, assembled, sold, or
distributed.
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g.
“
DELL PRODUCT
” means any product, device, system, or other instrumentality
that has been or will be sold by Dell under its own brand or trade name, regardless
of the source of its supply, production, manufacture, assembly, design, or origin.
h.
“
MICROPROCESSOR
” means the semiconductor device that functions as the
central processing unit of a Dell Computer System, such as the Intel 8086, 80186,
80286, 80386, 80486; Pentium®; Pentium Pro; Pentium® II; Pentium® III;
Pentium® 4; Pentium® M; Itanium®; Itanium2®; or their functional equivalents.
For the avoidance of doubt, neither a Chipset nor any portion of a Chipset is
included in this definition of a Microprocessor.
i.
“
DELL COMPUTER SYSTEM
” means a desktop, laptop, server, or
workstation computer sold by Dell under its own brand or trade name, regardless
of the source of its supply, production, manufacture, assembly, design, or origin.
j.
“
CHIPSET
” shall mean one or more integrated circuits that alone or together are
capable of electrically interfacing directly (with or without buffering or pin
reassignment) with a Microprocessor to form the connection between the
Microprocessor and any other device, including input/output devices and
memory.
2.
Resolution of the Texas Litigation
Notwithstanding anything to the contrary in the 2002 Agreement or any other writing, the
Parties agree to fully and finally settle and resolve the Texas Litigation on the terms set
forth herein and in accordance with the following additional terms:
a.
Intergraph shall keep and retain the entire $150 million payment
previously made by Intel to Intergraph under Section 2.2 of the 2002
Agreement.
b.
Intel and Intergraph agree to dismiss the Texas Litigation with prejudice.
Intel and Intergraph agree that they will require their counsel to forthwith
file papers of dismissal with prejudice with the U.S. District Court for the
Eastern District of Texas and take such further actions as may be
reasonably necessary to effectuate a dismissal with prejudice at the earliest
possible date.
c.
Intergraph and Intel will execute a mutual release on behalf of themselves
and their Subsidiaries of any and all claims or liabilities asserted in the
Texas Litigation and any damages or other remedies flowing therefrom, in
the form attached hereto as Exhibit A.
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3.
Payment By Intel To IHTC
a.
For the release and other rights and covenant not to sue granted herein, Intel
shall make a total settlement payment to IHTC of Two Hundred Twenty-Five
Million Dollars ($225,000,000.00), payable in the following amounts on the
specified dates:
(i)
$125,000,000.00, payable by April 5, 2004 or within the GRACE
PERIOD;
(ii)
$25,000,000.00, payable by July 5, 2004 or within the GRACE PERIOD;
(iii)
$25,000,000.00, payable by October 5, 2004 or within the GRACE
PERIOD;
(iv)
$25,000,000.00, payable by January 5, 2005 or within the GRACE
PERIOD; and
(v)
$25,000,000.00, payable by April 5, 2005 or within the GRACE PERIOD.
Each of the foregoing specified payments shall be made by wire transfer to
[--------------------------------------------------------------------------------------------]*
*CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
b.
In the event that Intel fails to make any of the foregoing scheduled payments by
the dates specified in paragraph 3(a) above or during the GRACE PERIOD,
Intergraph may provide notice of the failure to pay, and Intel shall have five (5)
business days to cure the non-payment. This provision is not subject to Section
10(t) of this Agreement. Nothing in this paragraph shall be construed as
relieving Intel from making the payments specified in paragraph 3(a) above.
c.
In the event Intel fails to make any of the foregoing scheduled payments on the
dates specified in paragraph 3(a) above, all remaining payments shall become
immediately due and subject to payment of interest beginning immediately at an
annualized rate of ten percent (10%), compounded semiannually. Additionally,
in the event of such failure to make payment, IHTC shall be entitled to an award
of reasonable attorneys’ fees and costs, if any, required to enforce the payment
obligation of paragraph 3(a) of this Agreement. Additionally, in the event of
such failure to make payments, Intel agrees and confesses that judgment shall be
entered against it for the remaining unpaid amounts including all applicable
interest payments. The United States District Court for the Eastern District of
Texas shall retain jurisdiction until such time as Intel makes its final payment
under this Agreement.
d.
Intel acknowledges and agrees that the payments required under paragraph 3(a)
of this Agreement represent a compromise of disputed claims. For that reason,
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Intel further agrees that its obligation to make the payments set forth in
paragraph 3(a) of this Agreement is independent of, and shall remain unaffected
by, any and all rulings, findings, verdicts and/or judgments which are entered in
the ACTION, including, but not limited to, rulings, findings, verdicts and/or
judgments which relate to validity, enforceability and/or construction of the
claims of the Intergraph System Patents.
e.
The Parties agree that this settlement as to Dell is intended solely as a
compromise of disputed claims. Neither the fact of a Party’s entry into this
Agreement nor the terms hereof nor any acts undertaken pursuant hereto shall
constitute an admission or concession by any Party hereto of liability or of the
validity of any claim or defense asserted by any other Party in the ACTION.
Neither the fact of a Party’s entry into this Agreement nor the terms hereof nor
any acts undertaken pursuant hereto shall be offered or admitted in evidence in
any legal proceeding other than one to enforce rights and obligations arising out
of this Agreement.
f.
Intergraph states that the payment of $225,000,000.00 by Intel is not indicative
of what a reasonable royalty would be as determined in a suit for infringement
because, among other reasons, the determination of a reasonable royalty in a
patent infringement suit assumes that the patent is valid, enforceable and
infringed, while in this case, Intel’s payment of $225,000,000.00 represents a
compromise settlement of disputed issues concerning the alleged validity,
enforceability and infringement of the patents. Intel expresses no opinion in this
regard.
4.
License to Dell
a.
Intergraph grants to Dell a non-exclusive, non-transferable, world-wide, paid-up
license, with no right to transfer to or sublicense other than to any SUBSIDIARY
or AFFILIATE of Dell, to practice the inventions claimed in the Intergraph
System Patents (including without limitation all claims of such patents, including
method, apparatus, business method and software) for the life thereof, including,
without limitation, the right to make, have made, use, import, lease, offer to sell,
sell or otherwise transfer DELL PRODUCTS within the scope of the claims of the
Intergraph System Patents. For the avoidance of doubt, all DELL PRODUCTS
made, used, imported, leased, offered for sale, sold or otherwise transferred under
this license are themselves licensed products, and such license passes to each
owner, user, lessee or transferee of such products.
b.
Subject to the condition set forth in Section 7(b) herein, Intergraph grants to Dell
a non-exclusive, non-transferable, world-wide, paid-up, retroactive license, with
no right to transfer to or sublicense other than to any SUBSIDIARY or
AFFILIATE of Dell, to practice the inventions claimed in the Texas Patents and
in the Intergraph Patents other than the Intergraph System Patents (including
without limitation all claims of such patents, including method, apparatus,
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business method and software) for the life thereof, including, without limitation,
the right to make, have made, use, import, lease, offer to sell, sell or otherwise
transfer DELL PRODUCTS within the scope of the claims of the patents licensed
under this Section 4(b). For the avoidance of doubt, all DELL PRODUCTS
made, used, imported, leased, offered for sale, sold or otherwise transferred under
this license are themselves licensed products, and such license passes to each
owner, user, lessee or transferee of such products.
c.
The licenses granted to Dell in Section 4(a) and Section 4(b) do not include a Dell
Computer System that contains no Intel Microprocessor.
5.
License to Intel
a.
Subject to the conditions set forth herein, Intergraph grants to Intel under the
Intergraph System Patents (including without limitation all claims of such patents,
including method, apparatus, business method and software) a non-exclusive,
non-transferable, world-wide, paid-up license, with no right to transfer to or
sublicense other than to any SUBSIDIARY or AFFILIATE of Intel, to make,
have made, use, import, lease, offer to sell, sell or otherwise transfer products
which include an Intel Microprocessor, an Intel chipset, an Intel motherboard and
main system memory (e.g., DRAM, DDR-RAM) manufactured or sold as "kits"
or "white boxes." This license applies whether or not these components are sold
contemporaneously or separately. For the avoidance of doubt, all products made,
used, imported, leased, offered for sale, sold or otherwise transferred under this
license are themselves licensed products, and such license passes to each
transferee of such products
.
b.
Intergraph and Intel agree that if an Intel Computer System as defined in the 2002
Agreement is licensed under any of the apparatus claims of the ‘835 or ‘846
patents, then it is also licensed under all method claims in all of the Intergraph
System Patents.
c.
Intergraph grants Intel a non-exclusive, irrevocable and perpetual non-transferable
royalty-free, world-wide license under the Texas Patents (including without
limitation all claims of such patents, including method, apparatus, business
method and software), other than the Intergraph System Patents, to
(i)
make, use, sell (directly or indirectly), offer to sell, import, and otherwise
dispose of Intel Products; and
(ii)
make, have made (subject to Section 4.4 of the 2002 Agreement), use
and/or import any equipment and practice any method or process for the
manufacture, use, import and/or sale of Intel Products; and
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(iii)
have made (subject to Section 4.4 of the 2002 Agreement) Intel
Products by another manufacturer for use, import, sale, lease, offer for
sale or disposition by Intel.
The license in this Section 5(c) does not include the Intergraph System Patents
and does not create a license to Intel, or an implied license to anyone else, under
the Intergraph System Patents.
d.
All products made, used, sold or offered for sale under the license in Section 5(c)
herein and the licenses granted under the 2002 Agreement to Intel are themselves
licensed products, and such license passes to each transferee of such products
(including without limitation the license granted in Section 4.1 of the 2002
Agreement). For the avoidance of doubt, this Section 5(d) applies only to the
licenses contained in Section 5(c) herein and in the 2002 Agreement, and the
applicability of this paragraph shall be determined on a license-by-license basis.
6.
Covenant Not to Sue Intel
a.
Intergraph covenants not to sue Intel or Intel’s customers under the Intergraph
System Patents for a product that contains one or more of each of the following
Intel Products: an Intel Motherboard, an Intel chipset, and an Intel
Microprocessor. For the avoidance of doubt, the covenant not to sue in this
section applies only to computer systems which contain all three of the identified
Intel Products: namely, Intel Motherboard(s), Intel chipset(s), and Intel
Microprocessor(s). Intergraph will promptly remove such products from the list of
accused products in the ACTION.
b.
If Intergraph sues Intel for indirect infringement, it shall immediately refund all
amounts paid by Intel under this Agreement, and Intel and Dell shall retain all
licenses and covenants not to sue herein.
7.
Term, Termination and Assignability
a.
The term of this Agreement shall be from the Effective Date until the expiration
of the last to expire of the Patents licensed hereunder.
b.
The license granted to Dell in Section 4(b) shall terminate if, after thirty (30) days
notice to Dell and Intel, Dell or its SUBSIDIARIES or AFFILIATES continue to
assert or threaten to assert, anywhere in the world, against Intergraph or its
SUBSIDIARIES or AFFILIATES any claim or claims (other than as a
counterclaim to a patent infringement action initiated against Dell by Intergraph,
its affiliate or assignee) contained in one or more patents owned, controlled by,
assigned to or otherwise acquired by Dell or its SUBSIDIARIES or AFFILIATES
at any time prior to the expiration of the last-to-expire Intergraph patent licensed
under Section 4(b).
- 8 -
c.
The rights or privileges provided for in this Agreement may not be assigned or
transferred by Intel or Dell except as specifically set forth herein or with the prior
written consent of Intergraph.
8.
Confidentiality of Terms
a.
Neither Party
shall use or refer to this Agreement or any of its provisions in any
promotional activity, except that the Parties shall be allowed to issue a press
release relating to this Agreement. Prior to each Party’s press release, each party
will obtain the consent of the other as to the form and content of the press release,
said consent not being unreasonably withheld. The parties shall not make any
other public statements about this Agreement except as provided for in this
paragraph 8(a).
b.
Except as otherwise may be required by generally accepted accounting principles,
regulatory requirements, or court order, the specific terms of this Agreement shall
be confidential. Notwithstanding the foregoing, both Parties
acknowledge that the
ACTION and the settlement thereof under the terms and conditions of this
Agreement may be material events to either or both Intergraph and Intel and that
each party shall have the right to issue an appropriate press release and/or filing
with the SEC disclosing the material provisions of this Agreement. In addition,
the Parties
acknowledge and agree that the material terms of this Agreement, and
perhaps the Agreement itself, might be subject to disclosure to the Court in the
ACTION and agree that such disclosure shall not be considered a violation of this
paragraph 8(b) of the Agreement.
9.
Certain Representations, Warranties and Disclaimers
a.
Intergraph represents and warrants to Intel that it has the right to grant the rights
and license granted herein and that, as of the Effective Date, Intergraph is not
aware of any claims, demands or causes of action it could file or otherwise assert
against Intel or any of its SUBSIDIARIES or AFFILIATES other than the
claims, demands, and causes of action that are released and discharged by this
Agreement.
b.
Intel represents and warrants to Intergraph that, as of the Effective Date, Intel is
not aware of any claims, demands or causes of action it could file or otherwise
assert against Intergraph or any of its SUBSIDIARIES or AFFILIATES other
than the claims, demands and causes of action that are released and discharged by
this Agreement.
c.
Each of the PARTIES hereto warrants and represents that it has the authority to
dispose of and/or grant rights with respect to the claims, suits, causes of action,
rights and/or interests which are the subject matter hereto, and that such claims,
suits, causes of action, rights and/or interests, in their entirety or any portion
thereof, have not been assigned, transferred, sold or otherwise encumbered.
- 9 -
d.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PARTY MAKES
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATIONS
THE
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
SUITABILITY, AND/OR FITNESS FOR A PARTICULAR USE OR
PURPOSE.
e.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR
INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT
OF
THIS
AGREEMENT
PROVIDED
PURSUANT
TO
THIS
AGREEMENT. THESE LIMITATIONS, HOWEVER, SHALL NOT
ALTER ANY TERMS OF THE 2002 AGREEMENT.
f.
Nothing contained in this Agreement is or shall be construed as:
(i)
a warranty or representation by either of the Parties to this Agreement as
to the validity, enforceability or scope of any class or type of Patent Right;
or
(ii)
a warranty or representation that any manufacture, sale, lease, use or other
disposition of products licensed hereunder will be free from infringement
of any patent rights or other intellectual property rights of either Party or
any third party; or
(iii)
an obligation to furnish any technical or other information or know-how.
10.
Miscellaneous Provisions
a.
Nothing contained in this Agreement shall be construed as imposing on
Intergraph any obligation to institute any suit or action for infringement of any of
the patents licensed hereunder, or to defend any suit or action brought by a third-
party which challenges or concerns the validity or enforceability of any of the
patents licensed under this Agreement.
b.
Nothing contained in this Agreement shall be construed as an obligation on either
Party to file any patent application or to secure any patent or maintain any patent
in force.
c.
Intel agrees that it will not initiate, fund or assist others in bringing or maintaining
a lawsuit or any administrative action contesting the validity, enforceability or
infringement of the Intergraph Patents except where Intel has received a notice of
indemnity which it believes in good faith is covered by the licenses granted
hereunder, and only to the extent as is necessary to defend against the claim of
- 10 -
indemnity as contractually or legally required of Intel. Nothing in this Agreement
shall prevent Intel from participating in a criminal, civil or administrative
proceeding pursuant to a subpoena or as otherwise required by law.
d.
Upon the signing of this Agreement, the Parties agree to promptly withdraw any
and all motions, discovery requests and deposition notices pending in the
ACTION which either Party had previously filed or served against the other
Party. Such withdrawal shall be accomplished by the filing of all necessary and
appropriate pleadings and/or notices with the Court in the ACTION.
e.
No express or implied waiver by either of the Parties to this Agreement of any
breach of any term, condition or obligation of this Agreement by the other Party
shall be construed as a waiver of any subsequent breach of that term, condition or
obligation or of any other term, condition or obligation of this Agreement of the
same or of a different nature.
f.
Anything contained in this Agreement to the contrary notwithstanding, the
obligations of the Parties hereto shall be subject to all laws, both present and
future, of any government having jurisdiction over either Party hereto, and to
orders or regulations of any such government, or any department, agency or court
thereof. The Parties hereto shall be excused from any failure to perform any
obligation hereunder, except for the obligation to make payments hereunder, to
the extent such failure is caused by any such law, order, or regulation, or by any
acts of war, acts of public enemies, fires, floods, acts of God, or any other
contingency of like or different kind beyond the control of the Parties, but only so
long as said law, order, regulation or contingency continues.
g.
Nothing contained in this Agreement shall be construed as conferring any right to
use in advertising, publicity, or other promotional activities any name, trade
name, trademark or other designation of either party hereto (including any
contraction, abbreviation or simulation of any of the foregoing).
h.
Nothing contained in this Agreement shall be construed as limiting the rights
which the Parties have outside the scope of the license granted hereunder or
restricting the right of either Party or any of its SUBSIDIARIES or AFFILIATES
to make, have made, use, lease, sell, offer to sell, import, export or otherwise
dispose of any particular product or products not herein licensed.
i.
This Agreement will not be binding upon the Parties until it has been signed
below. No amendment or modification hereof shall be valid or binding upon the
Parties unless made in writing and signed. This Agreement embodies the entire
understanding of the Parties with respect to the subject matter hereof and merges
all prior oral or written communications between them, and neither of the Parties
shall be bound by any conditions, definitions, warranties, understandings or
representations with respect to the subject matter hereof other than as expressly
provided herein.
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j.
The headings and captions used in this Agreement are for convenience only, and
are not to be used in interpreting the obligations of the Parties under this
Agreement.
k.
This Agreement and the performance of the Parties hereunder shall be construed
in accordance with and governed by the laws of the State of Delaware as applied
to agreements entered into and fully performed therein by residence thereof.
l.
If any term, clause, or provision of this Agreement shall be judged to be invalid,
the validity of any other term, clause or provision shall not be affected; and such
invalid term, clause or provision shall be replaced, if possible, by a valid term that
reflects the intent of the Parties or if such is not possible, shall be deemed deleted
from this Agreement.
m.
This Agreement is the result of negotiations between the Parties, which Parties
acknowledge that they have been represented by counsel during such
negotiations; accordingly, this Agreement shall not be construed for or against
either Party regardless of which Party drafted this Agreement or any portions
thereof.
n.
This Agreement sets forth the entire Agreement and understanding between the
Parties as to the subject matter hereof and merges all prior discussions between
them, and neither of the Parties shall be bound by any conditions, definitions,
warranties, understandings or representations with respect to such subject matter
other than as expressly provided herein or as duly set forth on or subsequent to the
date hereof in writing and signed by a proper and duly authorized officer or
representative of the Party to be bound thereby.
o.
Each Party shall be responsible for the payment of its own tax liability, if any.
p.
Except as provided herein, or in the 2002 Agreement, no license or immunity is
granted by either party hereto either directly or by implication, estoppel or
otherwise to any third parties acquiring items from either party for the
combination of items licensed hereunder with other items, including other items
provided by either party, or for the use of any such combination, even if said
acquired item has no substantial use other then in combination with other items.
q.
Except as provided herein, or in the 2002 Agreement, nothing in this Agreement
shall be construed to grant any third party a license to make, have made, use, sell,
offer for sale, or import Intel Products or Intergraph Products. At all times, Intel
and Intergraph retain the right to enforce their respective intellectual property
rights against third parties for the infringement of any of their respective patents.
r.
This Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto, and their respective heirs, successors and assigns.
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s.
Two (2) originals of this Agreement shall be fully executed by the Parties.
t.
In the event of any default by any Party, the other Party shall provide the
defaulting Party written notice of such default and allow the defaulting Party
thirty (30) days to cure such default before seeking any remedies available under
this Agreement or any applicable law.
u.
The Parties agree that Dell has standing to enforce the licenses granted to Dell in
this Agreement. The Parties agree that Intel customers have standing to enforce
Section 6(a).
11.
Notices
All Notices that are required or that may be permitted to be given pursuant to the terms of
this Agreement shall be in writing and shall be sufficient in all respects if given in writing
and delivered by courier, by facsimile, by registered mail or by certified mail, return
receipt requested, as follows:
If to Intergraph:
Facsimile No.: (256) 730-2247
Intergraph Hardware Technologies Company
2325-B Renaissance Drive, Suite 16
Las Vegas, NV 89119
ATTN: General Counsel
If to Intel:
Facsimile No.: (408) 765-1859
Intel Corporation
Legal Department
2200 Mission College Boulevard
Santa Clara, CA 95052
ATTN: General Counsel
If to Dell:
Facsimile No.: (512) 728-3773
Dell, Inc.
Legal Department
One Dell Way
Round Rock, TX 78682-2244
ATTN: General Counsel
Any such Notices shall be effective upon receipt by the addressee. Either party may
change its address for notice purposes by sending a Notice of such change to the other
party in accordance with the terms of this section.
IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives and acknowledged by their respective
attorneys of record in the ACTION.
Intel Corporation:
Intergraph Hardware Technologies
Company:
________________________________
______________________________
Signature
Signature
________________________________
______________________________
Name
Name
_________________________________
______________________________
Title
Title
_________________________________
______________________________
Date
Date
Intergraph Corporation:
_________________________________
Signature
_________________________________
Name
_________________________________
Title
_________________________________
Date
EXHIBIT A
MUTUAL RELEASE
Intergraph and Intel, in consideration of the promises and other considerations described in the
Agreement, on behalf of themselves and their Subsidiaries, hereby release, acquit and forever
discharge the other and its Subsidiaries from any and all claims or liabilities asserted in the Texas
Litigation and any damages or other remedies flowing therefrom.
Intel Corporation
Intergraph Corporation
By: _________________________________
By: ________________________________
____________________________________
____________________________________
Name Printed
Name Printed
____________________________________
____________________________________
Title
Title
____________________________________
____________________________________
Date
Date
Intergraph Hardware Technologies Company
By: _________________________________
____________________________________
Name Printed
____________________________________
Title
____________________________________
Date
