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.itaniumsolutions.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 ongoing, unless Participant provides the Alliance with thirty (30) days notice of intent to terminate. 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
• Targeted Global Press and Analyst activities to foster positive/neutral coverage of Itanium* solutions
• Program to develop preference for Itanium*-based solutions in Mission Critical computing, Data Center modernization and computationally intensive computing applications
• Alliance managed Success Story program
• 2009 Innovation Award program
• Active web site/eCommunity presence
• One voice support for ISV retention as required
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.
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 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.
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