127 lines
7.1 KiB
Plaintext
127 lines
7.1 KiB
Plaintext
|
|
TEXT OF APPLE-MICROSOFT AGREEMENT
|
|
|
|
AGREEMENT
|
|
|
|
This Agreement is entered into on this 22nd day of November, 1985, by
|
|
and between Apple Computer, Inc., a California corporation having its
|
|
place of business at 20525 Mariani Avenue, Cupertino, California 95014
|
|
(hereinafter "Apple") and Microsoft Corporation, having its place of
|
|
business at 10700 Northrup Way, Bellevue, Washington 98008 (hereinafter
|
|
"Microsoft.")
|
|
The parties have a long history of cooperation and trust and wish to
|
|
maintain that mutually beneficial relationship. However, a dispute has
|
|
arisen concerning the ownership of and possible copyright infringement
|
|
as to certain visual displays generated by several Microsoft software
|
|
products. These products are Microsoft's operating environment program,
|
|
"Microsoft Windows Version 1.0," the three Microsoft applications
|
|
programs developed under the January 22, 1982, agreement between
|
|
Microsoft and Apple for use on Apple's MacIntosh Computers: an
|
|
electronic spread sheet program ("Microsoft Mutliplan"), a business
|
|
graphics program ("Microsoft Chart") and a database program (Microsoft
|
|
File"), and two other Microsoft application programs: an integrated
|
|
electronic spread sheet program ("Microsoft Excel") and a word
|
|
processing program ("Microsoft Word"). By means of this Agreement the
|
|
parties intend to resolve the dispute and each acknowledges that the
|
|
valuable consideration underlying this Agreement consists of the
|
|
resolution of the dispute and the several undertakings and
|
|
accommodations of the respective parties described below. Accordingly,
|
|
the parties agree as follows:
|
|
1. Acknowledgement. For purposes of resolving this dispute and in
|
|
consideration of the license grant from Apple described in section 2
|
|
below, Microsoft acknowledges that the visual displays in the
|
|
above-listed Microsoft programs are derivative works of the visual
|
|
displays generated by Apple's Lisa and Macintosh graphic user interface
|
|
programs.
|
|
2. Visual Copyright License from Apple.
|
|
A. Grant. Apple hereby grants to Microsoft a non-exclusive, worldwide,
|
|
royalty-free, perpetual, non-transferable license to use these
|
|
derivative works in present and future software programs and to license
|
|
them to and through third parties for use in their software programs.
|
|
This license shall not include new software programs written by
|
|
Microsoft which are similar in function to Microsoft Excel and are
|
|
offered for to the public prior to October 1, 1986.
|
|
As a condition to this license, Microsoft shall cause its visual
|
|
copyright notice to appear in its products which use visual displays
|
|
licensed hereunder.
|
|
B. Warranty. Apple hereby warrants that neither Apple nor any of its
|
|
agents, representatives or attorneys knows of any patent, copyright,
|
|
trade secret or any other right or claim of or by any third party to
|
|
these licensed visual copyrights in the Lisa and Macintosh graphic user
|
|
interface programs. Each party shall notify the other promptly of any
|
|
such claim and will cooperate fully in the defense of such a claim.
|
|
Apple shall indemnify and hold Microsoft harmless from any such claim of
|
|
which it had such knowledge and any damages and reasonable expenses
|
|
arising therefrom.
|
|
3. Patent License from Apple.
|
|
A. Grant. Apple hereby grants to Microsoft a nonexclusive, worldwide,
|
|
royalty-free, nontransferable license to make, use and sell the
|
|
.More..
|
|
inventions described and claimed in claims 9, 11, 12, and 13 of the
|
|
United States Patent No. 4,464,652 for the life of the patent. Microsoft
|
|
in turn may license these rights to and through third parties for use in
|
|
their software programs and hardware products. Microsoft is not required
|
|
to cause any patent marking to appear in its products which use any such
|
|
inventions.
|
|
B. Warranty. Apple hereby warrants that it owns the patent and to the
|
|
best of its knowledge there are no claims asserted by any third party to
|
|
the inventions described in these claims.
|
|
4. Release. Apple hereby waives any other copyright, patent, trade
|
|
secret or other claim or right it may have as to Microsoft Windows
|
|
Version 1.0.
|
|
5. Visual Copyright License from Microsoft. Microsoft hereby grants to
|
|
Apple a nonexclusive, worldwide, royalty-free, perpetual,
|
|
nontransferable license to use any new visual displays created by
|
|
Microsoft during a period of five years from the date of this agreement
|
|
as part of its Microsoft Windows retail software product in software
|
|
programs and to license them to and through third parties for use in
|
|
their software programs. As a condition to this license, Apple shall
|
|
cause its visual copyright notice to appear in its products which use
|
|
.More..
|
|
such Microsoft visual displays.
|
|
6. Revision of Microsoft Word. Microsoft shall revise Microsoft Word
|
|
which operates on the Apple Macintosh computer by enhancing and
|
|
improving the program as specified in Exhibit A to this Agreement.
|
|
Microsoft shall use its best efforts to complete the revision by July
|
|
31, 1986.
|
|
7. General Provisions.
|
|
A. Confidentiality. The parties shall keep the terms and conditions of
|
|
this Agreement in strict confidence, except that each party may state
|
|
that it has entered into an agreement with the other concerning visual
|
|
copyrights.
|
|
B. Representations. The parties represent that each is free to enter
|
|
into this Agreement and is not and will not become a party to any
|
|
agreement inconsistent or in conflic with any of the terms or
|
|
conditions of this agreement.
|
|
C. Breach and Termination.
|
|
If a breach of this Agreement by either party contines more than 30
|
|
days from the date of written notice of such breach by the non-breaching
|
|
party, that party may terminate the Agreement by giving written notice
|
|
to the other.
|
|
Waiver by a non-breaching party of any breach by the other shall not
|
|
be deemed to be a waiver of any other or subsequent breach. The rights
|
|
of the parties under this clause are in addition to any other rights or
|
|
remedies provided by law or under this Agreement.
|
|
D. Notices. Any notice reuired under this Agreement shall be given by
|
|
first class mail, postage prepaid, with return receipt requested.
|
|
E. Assignment. Except in the case of the sale of substantially all of
|
|
the assets or controlling stock, this Agreement may not be assigned, nor
|
|
the rights granted hereunder (other than the sublicensing rights
|
|
containd in paragraph 2) transferred by either party without the prior
|
|
written consent of the other party.
|
|
F. Independent Contractor. This Agreement shall not be construed as
|
|
creating an agency, partnership or joint venture between the parties.
|
|
G. Entire Agreement.
|
|
This Agreement constitutes the entire agreement between the parties
|
|
with respect to the subject matter treated herein. This Agreement shall
|
|
not be amended except by a written agreement signed by both parties.
|
|
H. Binding Effect.
|
|
Subject to the limitations expressed above, this Agreement will inure
|
|
to the benefit of and be binding upon the parties and their successors
|
|
in interest.
|
|
Signed:
|
|
John Sculley, Apple Computer Inc., president and chief executive
|
|
officer.
|
|
William H. Gates, Microsoft Corporation, chairman of the board and
|
|
chief executive officer.
|