This excerpt taken from the GUID 10-K filed Mar 3, 2009.
ORACLE USA, INC.
This document (Amendment One) amends the Oracle PartnerNetwork Embedded Software License Distribution Agreement (v032008) between Guidance Software, Inc. (you and your) and Oracle USA, Inc. (Oracle), dated 28 NOV, 2008 and any and all amendments thereto (the agreement).
The parties hereby agree to amend the agreement as follows:
For purposes of this paragraph, royalty-free license shall mean a license that does not have upfront or on-going royalty fees.
; the prohibition herein against providing subscription licenses shall not restrict you from distributing successive or periodic term licenses of the EnCase Enterprise Examiner application package to an end user on an end user license agreement with an auto-renewal or auto-extension of term basis, provided that in such case the end user is always the licensee of such license pursuant to all the terms of this agreement and in no event shall the terms of this agreement be construed to grant you (as a licensee) any form of license to use the programs on behalf of the end user where such end user is not the licensee. To enable Oracle to accurately report revenue for tax purposes, as of the effective date of this agreement, it is estimated that less than 5% of all program licenses distributed pursuant to the terms and conditions of this agreement will be term licenses;.
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(b) the end user from assigning, giving, or transferring the programs and/or any services ordered or an interest in them to another individual or entity (and if your end user grants a security interest in the programs and/or any services, the secured party has no right to use or transfer the programs and/or any services), provided that notwithstanding the foregoing, upon written notice to Oracle and subject to Oracles sole consent, provided that technical support has been continuously maintained for the programs, the end user may assign its rights to use the programs under the end user license agreement to an entity that is not a competitor of Oracles that (i) is acquiring all or substantially all of the end users assets and assuming all liabilities related to such assets; and (ii) agrees in writing to the terms and conditions of the end user license agreement;.
; the prohibition herein against providing subscription licenses shall not restrict you from distributing successive or periodic term licenses of the EnCase Enterprise Examiner application package to an end user on an end user license agreement with an auto-renewal or auto-extension of term basis, provided that in such case the end user is always the licensee if such license pursuant to all the terms of this agreement and in no event shall the terms of this agreement be construed to grant you (as a licensee) any form of license to use the programs on behalf of the end user where such end user is not the licensee;.
not require you or your third party licensors to perform any obligation or incur any liability not expressly set forth in this agreement.
(10) permit you to audit your end users use of the programs;.
designate the third party software supplier and owner of the applicable intellectual property as a third party beneficiary of the end user license agreement with regard to the provisions of the end user license agreement which relate to such third party software suppliers programs or intellectual property rights, including but not limited to a breach of the end user license agreement with regards to the minimum required end user license agreement terms listed in this section..
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You agree to inform Oracle promptly if you are aware of any breach by your end user of such agreement with regards to the programs. Additionally, upon Oracles request you will use reasonable efforts to investigate any alleged breach of such agreement with regards to the programs. You agree to use all measures to enforce the terms of the agreement between you and your end user and, if Oracle requests you to do so, to enforce such agreement to protect Oracles interest, or, at Oracles request, you will use all commercially reasonable efforts to facilitate Oracles or its designees right to enforce such agreement, if permitted by applicable law.
Oracle further warrants that as of the effective date of this agreement, Oracle has the authority to grant the rights of the programs licensed to you under this agreement. Section J. Indemnification of this agreement states your exclusive remedy and Oracles entire liability for any breach of this particular warranty.
provided however, Oracle may not admit your liability or culpability in conjunction with the defense or as a result of the settlement of the claim without your prior written consent; and.
If either party receives a subpoena or other validly issued administrative or judicial process demanding confidential information of the other party, then, if permitted by law, the recipient will use reasonable efforts to promptly notify the other party of such demand. The other party may, at its sole expense, seek to limit, quash or extend such demand. Unless such demand
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shall have been timely quashed, the recipient shall thereafter comply with such demand including extensions or limitations thereto, if any, ordered under such administrative or judicial process.