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Microsoft Word - HD Audio _Azalia_ Spec Dev Agmt_082704_.doc

High Definition Audio Specification Development Agreement

Intel has been and is developing a draft specification that may become appropriate for industry-wide adoption and seeks the comments, suggestions, and input of Participant. In order to facilitate communications between Intel and Participant, this Agreement sets out the legal terms that will govern those communications.

“Intel” refers to Intel Corporation. “Participant” refers to the industry participant named below.

Comments and Suggestions. Intel and Participant may consult with each other on the content, feasibility, and other aspects of one or more revisions of a Draft Specification for the next-generation audio sub-system currently referred to as “High Definition Audio” by Intel (“Draft Specification”). Participant hereby grants Intel a non-exclusive, royalty-free license, including sub-license rights, under Participant’s applicable intellectual property rights for Intel to incorporate the comments and suggestions of Participant into the Draft Specification.

In Confidence. Participant will maintain the Draft Specification in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will neither disclose nor copy the Draft Specification except as necessary for its employees with a need to know. Any copies which are made will be marked "confidential," "proprietary," or with a similar legend. Unless the parties agree otherwise, this obligation of confidentiality will expire 5 years from the effective date of this Agreement.

Read the full High Definition Audio Specification Development Agreement.