User's Manual

TEGRA DEVELOPMENT SYSTEM END USER LICENSE AGREEMENT 13
(b) make commercially reasonable efforts to give such evidence in NVIDIA’s possession, custody
or control as is reasonable to Licensee, at Licensee’s request and expense, specifically and
reasonably applicable to the Claim;
(c) provide Licensee commercially reasonable assistance in the defense thereof, at Licensee’s
expense; and
(d) give Licensee sole control of the defense thereof and all negotiations for its settlement and
compromise, which shall not be finalized without the prior written consent of NVIDIA.
NVIDIA’s failure to promptly notify Licensee shall not relieve Licensee of any liability or obligations
that it has to NVIDIA, except to the extent Licensee demonstrates that the defense of such action is
prejudiced by the failure or delay in giving notice. If NVIDIA retains counsel, it will be at NVIDIA’s own
expense.
In the event of a Claim, Licensee agrees to:
(a) pay all damages finally awarded against NVIDIA or agreed upon in settlement by Licensee,
which shall not be finalized without the prior written consent of NVIDIA, (including other
reasonable costs incurred by NVIDIA, including reasonable attorneys fees, in connection with
enforcing this paragraph);
(b) reimburse NVIDIA for any licensing fees and/or penalties incurred by NVIDIA in connection
with a Claim; and
(c) immediately procure/satisfy the third party licensing obligations expressly contained in the
Third Party Licensing Terms and Notices.
The following are the Third Party Licensing Terms and Notices:
1. Coding Technologies/AAC+
Licensee shall be solely responsible for either obtaining a proper patent license under the Essential
Patents for end products or to notify Licensee’s respective customers of their obligations to
obtain a proper patent license under the Essential Patents for end products in which the NVIDIA
application processor(s) and/or the NVIDIA software package may be used. For the purpose of this
paragraph, “Essential Patents” means patents which are infringed by the manufacture, offer for
sale, sale (or other form of commercialization), use or import of products (hardware or software)
implementing, incorporating, containing or using AACPLUSV2 or by the application of processes
involving AACPLUSV2, including those which are infringed by any source code provided as part of any
specification characterizing AACPLUSV2.
2. Thomson Multimedia/MP3
Supply of the Third Party Codecs does not convey a license under the relevant intellectual property
of Thomson Multimedia and/or Fraunhofer Gesellschaft nor imply any right to use the Licensed
Materials in any finished end user or ready-to-use final product. An independent license for such use
is required. For details, please visit http://www.mp3licensing.com”
3. MPEG L.A., L.L.C./MPEG-2
USE OF THE APPLICABLE THIRD PARTY CODEC IN ANY MANNER THAT COMPLIES WITH THE
MPEG-2 STANDARD IS EXPRESSLY PROHIBITED WITHOUT A LICENSE UNDER APPLICABLE
PATENTS IN THE MPEG-2 PATENT PORTFOLIO, WHICH LICENSE IS AVAILABLE FROM MPEG LA,
L.L.C., 250 STREELE STREET, SUITE 300, DENVER, COLORADO 80206. NO LICENSE IS GRANTED
HEREIN, BY IMPLICATION OR OTHERSE, TO LICENSEE TO USE MPEG 2 INTERMEDIATE PRODUCTS
MANUFACTURED OR SOLD BY LICENSEE.
4. MPEG-2 AAC
Licensee shall be solely responsible for either obtaining a valid and current license from AT&T Corp.,
Dolby Laboratories Licensing Corporation, Fraunhofer-Gesellscaft, and Sony Corporation for the
applicable version of MPEG-2 AAC.
5. Fraunhofer-Gesellschaft MPEG-4 HE-AAC
Licensee understands and accepts that (a) it may be necessary to execute a patent license with the
appropriate licensing entities in order to obtain all rights necessary to create Licensee’s products;
and (b) Licensee will contact the appropriate licensing entities, e.g. Via Licensing, and negotiate in
good faith the adequate contracts, if any. In addition, it is hereby understood that in the event that,
besides the Fraunhofer-Gesellschaft patents licensed through such appropriate licensing entities,
any further Fraunhofer-Gesellschaft patent shall be required in order to use the Licensed Materials,
Fraunhofer-Gesellschaft shall not request from Licensee any additional payment in order to receive
a license to such further Fraunhofer-Gesellschaft patent, as long as Licensee remains a valid
licensee of such appropriate licensing entity.