Member Participation Agreement

By the signature of its authorized representative below, Applicant (including its Affiliates as defined in the Bylaws) agrees to be bound by the terms hereof as well as the terms and conditions stated in the Articles of Incorporation and Bylaws ("Organizational Documents") of the Itanium* Solutions Alliance ("the Alliance") as may apply to the Members set forth in the Organizational Documents, copies of which are available for review at http://www.itaniumsolutionsalliance.org. Applicant is encouraged to review these materials prior to the execution of this Agreement. Except as otherwise defined herein, all capitalized terms shall have the meanings given to them in the Bylaws.

No Participation Agreement is binding on the Alliance unless accepted by the Alliance. Applying for a Participation Classification for which you are not qualified is grounds for rejection of this Agreement. The Alliance reserves the right in its sole discretion, to accept or reject any Participation Agreement based upon the participation requirements and restrictions stated in the then current Bylaws. By signing below, the individual executing this Agreement on behalf of Applicant warrants that he or she has all requisite signing authority for and on behalf of the entity seeking to participate. The parties acknowledge that the benefits and obligations of the parties hereto constitute good and valuable consideration for this Agreement.

The term of participation shall be on a year-to-year basis, expiring on the 365th day from the date of acceptance of this application. The Alliance will send Participant a option to renew this Agreement ninety (90) days prior to the expiration of the pending term and Participant's timely return of the executed option shall constitute a renewal of this Participation Agreement. There is no duty to renew this Agreement.

Agreement to Provide Benefits

As used herein, "Offerings" shall mean the privileges extended to Participant by the Alliance: Such privilege constitutes (i) full or partial funding for participation in Alliance activities, (ii) being able to participate in Alliance activities without charge to Participant, and/or (iii) being allocated funds for Alliance activities. Upon execution of this Agreement, and subject to the direction of the Steering Committee of the Alliance, the Participant shall be entitled to the following:

Expected Alliance Activity

Enabling:

  • Support for enabling key solution stacks for targeted market segments
  • Developer Day Events & tools to expand software availability
  • Solutions Center Network

Marketing:

  • Air cover via advertising, events, users groups, etc.
  • Campaign to build awareness & preference for software solutions on Itanium® processor-based systems
  • Solutions Catalog
  • Contributed Articles & Analyst Whitepapers

The parties acknowledged that any change in these benefits requires a vote of all members of the Steering Committee, less one, but that any and all such changes are subject to veto, where required to protect the Itanium* brand, by Intel Corporation.

Agreement to Provide License to Itanium* Mark

"Itanium*" is a registered trademark of Intel Corporation and that nothing contained in this Agreement may be deemed as granting any Participant a license to use said trademark or logos associated therewith. Except as used in the name of the Corporation, neither the Corporation nor the Participants is granted any license to use the "Itanium*" marks or logos except as may be agreed to by individual Participants and Intel Corporation pursuant to the License Agreement from Intel Corporation attached hereto as Exhibit A.

Notice Embargo Period

Both the Alliance and Participant acknowledge and agree that any public announcement of Participant's involvement in the Alliance shall remain confidential until a date which will be set in the first meeting of the Alliance Steering Committee. Participants who execute this Agreement after the date established by the Steering Committee shall not be subject to this embargo period.

Governing Law/Jurisdiction

The laws of the State of New York govern this Agreement, without reference to the conflict of law principles thereof. Any action or litigation concerning this Agreement must take place exclusively in the federal or state courts in New York, New York, and the parties expressly consent and agree to the exclusive jurisdiction of and venue in such courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to such courts. The Participant hereby consents to and agrees to service of process by mail or other method acceptable under the laws of the State of New York.

Assignment

This Agreement is binding upon and inures to the benefit of each Participant's successors and lawful permitted assigns, however the Participant may not assign the Agreement, or any rights or obligations under it, whether by contract or by operation of law, except with the express written consent of the Corporation.

Severability

In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Participants in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.

No Joint Venture

Neither this Agreement, nor any terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or as granting a franchise.

Entire Agreement/Waiver

This Agreement, along with its exhibits and the the Alliance Bylaws and Articles of Incorporation, which are incorporated herein by this reference, constitutes the entire agreement between the Participants with respect to the subject matter hereof. Except as set forth in this Agreement or the attachments hereto, this Agreement will not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by each of the parties by their respective duly authorized representatives, provided that the Bylaws may be amended from time to time pursuant to the procedures set forth therein and under New York law. No waiver of any breach of any provision of this agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

Acceptance

You will receive electronic confirmation of the Alliance's acceptance or rejection of this Agreement. Please keep a copy of that confirmation for your records.

 

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