Software License Agreement

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS OMITTED INFORMATION HAS BEEN REPLACED BY [*].


EXHIBIT 10.14


SOFTWARE LICENSING AGREEMENT


THIS SOFTWARE LICENSE AGREEMENT is entered into as of this 4th day of August 1999 (hereinafter "Effective Date") by and between Dell Products L.P. (hereinafter "Dell") with its principal place of business at One Dell Way, Round Rock, Texas 78682, and Intervideo, Inc., a California corporation having a principal place of business at 47350 Fremont Blvd., Fremont, CA 94538 (hereinafter "Licensor").


1.0 DEFINITIONS


1.1 Agreement shall mean this Software License Agreement and its
Supplement.


1.2 Licensed Product(s) shall mean: (i) the software and documentation
listed in the Supplement to this Software License Agreement and (ii)
all improvements, corrections, modifications, alterations, revisions,
extensions, upgrades, national language versions and/or enhancements to
the software and/or documentation made during the term of this
Agreement (hereinafter "Updates").


1.3 Supplement shall mean the supplement executed under this Software
License Agreement. The supplement shall describe the Licensed
Product(s) and may include additional terms and conditions such as
compensation, delivery schedules, technical contacts and other
information related to the Licensed Product(s). The terms and
conditions of this Software License Agreement shall apply to the
Supplement.


2.0 OBJECT CODE LICENSE WITH SOURCE CODE ESCROW PROVISIONS


2.1 Licensor hereby grants to Dell a non-exclusive, worldwide, irrevocable
right and license, under all copyrights, patents, patent applications,
trade secrets and other necessary intellectual property rights, to: (i)
use, make, execute, reproduce, display, perform and prepare derivative
works of, the Licensed Product(s), in object code form, (ii)
distribute, license, sublicense, sell, lease or otherwise transfer the
Licensed Product(s), in object code form, as part of, in conjunction
with, or for use with, Dell systems and (iii) authorize, license and
sublicense third parties to do any, some or all of the foregoing. Dell
shall have the option to distribute the Licensed Product(s) to end
users pursuant to Dell's or Licensor's end user license agreement or
the like, as updated from time to time.


2.2 The above grant includes, without limitation, the right and license to:
(i) use Licensor's trade names, product names and trademarks in
connection with the marketing and distribution of Licensed Product(s)
and (ii) all pictorial, graphic and audio visual works including icons,
screens and characters created as a result of execution of the Licensed
Product(s).


2.3 Upon Dell's request, Licensor agrees to place into escrow the Licensed
Product(s), in source code form, and all build tools and other
materials necessary to enable Dell to maintain and service the Licensed
Product(s) in object code from ("hereinafter Escrow Materials"). Dell
shall be responsible for paying the escrow agent's fees. Dell agrees
not to exercise its license to the Escrow Materials set forth below
unless and until the Escrow Materials are released to


Dell by the escrow agent. The escrow agent may only release the Escrow
Materials to Dell under the following circumstances: (i) Licensor
becomes insolvent, (ii) a claim of bankruptcy if filed by or on behalf
of Licensor, (iii) Licensor makes an assignment for the benefit of a
creditor or (iv) Licensor ceases to do business in the normal course.
Under all circumstances, ownership of the Licensed Product shall remain
with IVI.


2.4 Licensor hereby grants to Dell a non-exclusive, worldwide, irrevocable
right and license, under all copyrights, patents, patent applications,
trade secrets and other necessary intellectual property rights, to
internally: (i) use, execute, reproduce, display, perform, prepare
derivative works of, the Licensed Product(s), in source code form, for
the purposes of enabling Dell to maintain, service and manufacture the
Licensed Product(s) and (ii) authorize, license and sublicense third
parties to do any, some or all of the foregoing on Dell's behalf.


3.0 COMPENSATION; PER COPY ROYALTIES


3.1 Dell will pay Licensor a per copy royalty as set forth in the
Supplement for each copy of the Licensed Product(s) distributed by Dell
for revenue. No per copy royalties shall be due for copies of the
Licensed Product(s): (i) [*], (ii) used or distributed for
demonstration, marketing or training purposes, (iii) distributed to a
customer as a replacement for a defective copy or to fix an error, (iv)
used to repair or maintain a customer's system, (v) used for backup or
archival purposes, (vi) returned by a customer, (vii) used for
manufacturing or testing purposes or (viii) distributed to an existing
customers as an upgrade to their existing copy of the Licensed
Product(s).


3.2 The per copy royalties set forth in the Supplement represents Dell's
only financial obligations under this Agreement and includes all costs
and fees. All payments shall be made in United States currency.
Licensor acknowledges that there [*] royalty due under this Agreement
and that any royalties received will be based solely on the criteria
set forth above. Licensor acknowledges and agrees that Dell has the
right to withhold any applicable taxes from any royalties due under
this Agreement if required by any government agency.


3.3 Upon request, Dell shall submit royalty reports within [*] days after
[*]. For the purposes of royalty reporting, as an example, Dell's
fiscal quarters may be: Quarter 1 - February 1-April 30, Quarter 2-May
1-July 31, Quarter 3-August 1-October 31, and Quarter 4-November
1-January 31.


3.4 A nationally recognized accounting organization retained by Licensor
and acceptable to Dell may have access to those records maintained by
Dell that are necessary to determine whether Dell has paid the
appropriate royalties based on net shipments by Licensed Product. Dell
must receive at least sixty (60) or more days of advance written notice
of Licensor's intent to audit. Such audit may only take place upon
sixty (60) days written notice, during regular business hours and no
more than once per calendar year. Only two (2) years of Dell records
may be accessed from the date of audit, unless there is a substantial
discrepancy which may affect additional year records. All records
accessed during the audit shall be deemed Dell


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confidential information and will be treated as such in accordance with
the confidentiality agreement in place between the parties. If no such
agreement is in place, the parties will negotiate in good faith the
terms of such an agreement.


3.5 If the parties discover and agree that Dell has overpaid Licensor,
Licensor shall refund the amount of the overpayment to Dell within
forty-five (45) days after receipt of an invoice. If the parties
discover and agree that Dell has underpaid Licensor, Dell will pay
Licensor the amount of the underpayment within forty-five (45) days
after receipt of an invoice.


4.0 PRE-DELIVERY TESTING, DELIVERY AND ACCEPTANCE


4.1 Prior to delivery, Licensor shall perform all testing necessary to
ensure that the Licensed Product(s) comply with its written
specifications and are compatibility with Dell systems. Licensor shall
appoint a designated systems engineer who shall be available on a [*]
basis to support Dell in all areas relating to the Licensed
Product(s). Such [*] systems engineer will work with Dell on any
modifications to the Licensed Product(s) necessary to fully support
Dell's systems and their features.


4.2 Licensor shall, at its expense, deliver a master copy of the Licensed
Product(s) to Dell in accordance with the schedule set forth in the
Supplement. Licensor also shall, at its expense, deliver to Dell,
within [*] days of Dell's request, all Updates to the Licensed
Product(s) made during the term of this Agreement, Licensor shall
inform Dell of the existence of a major Update at least [*] days prior
to making such an Update generally available or within [*] days for a
minor Update. Upon Dell's request, Licensor shall provide Dell with a
pre-release copy of any Update. Licensor shall deliver a master copy of
its standard end user license agreement and a copy of the Licensed
Product's written specifications at the same time Licensor delivers the
Licensed Product(s).


4.3 Upon Dell's receipt of a Licensed Product, Dell shall have [*] days to
conduct those tests that Dell deems appropriate to determine whether
the Licensed Product: (i) complies with its written specifications,
(ii) contains any defects and (iii) is compatible with Dell's systems.
If Dell discovers a problem, Dell will notify Licensor and Licensor
will have [*] days [*] to fix the problem and deliver a corrected
version of the Licensed Product to Dell. Upon receipt of the corrected
version, Dell will have [*] days to test the corrected version of the
Licensed Product. If Dell determines that there is still a problem,
Dell will have the option of rejecting the Licensed Product or
agreeing upon a fix strategy with Licensor. If Dell rejects the
Licensed Product, any payments previously made by Dell to Licensor
relating to the Licensed Product, if any, shall be refunded in their
entirety within [*] days of Dell's rejection. If Dell decides to agree
on a fix strategy, such decision shall not be deemed an acceptance of
the Licensed Product. In fact, each version of the Licensed Product
delivered to Dell, in accordance with the fix strategy, will go through
the acceptance process set forth above.


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5.0 SUPPORT, TRAINING AND MAINTENANCE


5.1 Licensor shall, [*], train Dell personnel to set up, install, configure
and operate the Licensed Product(s) and provide such other training to
assist and enable Dell to fully perform and exercise its rights under
this Agreement. Such training shall be completed [*] days prior to
Dell's commercial introduction of the Licensed Product(s). Additional
training periods for Updates shall also be provided [*] and within a
mutually agreed upon time period.


5.2 During the term of this Agreement, Licensor shall, [*], provide to Dell
ongoing technical support, maintenance and services for the Licensed
Product(s). Should Licensor become aware of any reproducible errors or
be notified by Dell or any errors in the Licensed Product(s), Licensor
shall promptly take appropriate measures to correct such errors and
provide such corrections in accordance with the time frames set forth
below. Licensor shall provide, [*], assistance in correcting
difficulties caused by errors, including, but not limited to, phone
for Dell customer service staff. Licensor agrees to provide any other
appropriate service to ensure the proper installation, operation, and
functioning of the Licensed Product(s).


5.3 Dell will notify Licensor of any problems discovered with the Licensed
Product(s). Such notification may be in writing or oral. Timely
turnaround to software problem reports will be required. Problems must
be fixed within the following timeframes:


Major Defect Correction
------------ ----------


Licensor acknowledgment and description Work-around or patch within
of course of action within [*] of [*].
notification by Dell.


Minor Defect Correction
------------ ----------
Licensor acknowledgement and description Work around or patch
of course of action within [*] of within [*].
notification by Dell.


Major Defect is any problem with the use of Licensed Product(s) that
either fully or partially impairs the use or operation of the Licensed
Product by Dell or Dell's customers or licensees. Minor Defect is any
problem that is outside of the Major Defect definition.


6.0 REPRESENTATIONS AND WARRANTIES


On an ongoing basis, Licensor represents and warrants that:


(a) the Licensed Product(s) will operate in accordance with its
written specifications;


(b) Licensor has [*] in the Licensed Product(s) to grant Dell the
rights and licenses contained in this Agreement;


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(c) the Licensed Product(s) [*] of any third party;


(d) the Licensed Product(s) does not contain any known viruses,
expiration, time-sensitive devices or other harmful code that
would inhibit the end user's use of the Licensed Product(s) or
Dell system;


(e) if applicable, the Licensed Product(s) shall be able to accurately
process date data (including, but not limited to, displaying,
calculating, comparing, and sequencing) between the twentieth and
twenty-first centuries;


(f) if applicable, the Licensed Product(s) is certified by Microsoft
as PC 9X compliant or Windows Logo certified;


(g) Licensor and the Licensed Product(s) comply with all governmental
laws, statutes, ordinances, administrative orders, rules and
regulations and that Licensor has procured all necessary licensees
and paid all fees and other charges required so that Dell can
exercise the rights and license granted under this Agreement;


(h) Licensor has obtained a waiver or agreement not to assert any
moral rights from any person or entity having any moral rights
with respect to the Licensed Product(s) and Licensor shall not
assert any moral rights Licensor or its employees may have in the
Licensed Product(s);


(i) the Licensed Product(s) are not encrypted, nor do they contain
encryption capability;


(j) there is no restriction of any relevant governmental authority
which prohibits the export of the Licensed Product(s) to countries
outside the United States and Canada, other than those laws of the
United States which prohibit exports generally to specified
countries, currently: Libya, Cuba, Montenegro, North Korea,
Serbia, Syria, Sudan, Iran and Iraq, as amended from time to time
by the United States Government; and


(k) Licensor has and will continue to comply with all applicable
governmental laws, statutes, rules and regulations including, but
not limited to, those related to export of product and technical
data, and Licensor agrees that for any updates, upgrades and new
products which are licensed to Dell pursuant to the terms of this
Agreement. Licensor shall provide prior written notice of any
facts which would make the foregoing representations untrue.


In the event that Dell chooses to use Licensor's end user license
agreement, Licensor hereby makes the following additional ongoing
representations and warranties:


(l) Licensor will warrant the Licensed Product(s) directly to the
end-user in accordance with the terms and conditions set forth in
Licensor's end-user license agreement; and


(m) Licensor has agreed to honor all replacement requests received
from Dell or end users under the terms of the end user license
agreement pertaining to defective Licensed Product(s).


7.0 INDEMNIFICATION


7.1 Licensor shall indemnify, defend and hold harmless Dell, Dell Computer
Corporation, Dell Computer Corporation's subsidiaries and affiliates
and all of the foregoing entities' officers, directors, employees,
agents, customers and licensees, and their successors and assigns,
from


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and against any and all claims, actions, suits, legal proceedings,
demands, liabilities, damages, losses, judgments, settlements, costs and
expenses, beyond the liability limitations listed in section 9.2,
including attorney's fees, arising out of or in connection with any
alleged or actual:


(i) infringement by Licensor and/or the Licensed Product(s) of any
copyright, patent, trade secret or other intellectual property rights
or similar rights of any third party, except those listed in 7.4;


(ii) breach by Licensor and/or the Licensed Product(s) of any other
representation and/or warranties contained in this Agreement; and


(iii) damage to any property, personal injury, death or any other
damages or losses sustained by whomever suffered, resulting, or
claimed to result, in whole or in part from any alleged or actual
defect in the Licensed Product(s) whether latent or patent, including
any alleged or actual improper construction or design or the failure
of the Licensed Product(s) to comply with its written specifications
or any express or implied warranties.


7.2 In the event that Dell becomes aware of any such claim, Dell shall: (i)
notify Licensor of such claim, (ii) cooperate with Licensor in the defense
thereof and (iii) obtain Licensor's approval prior to settling any such
claim, provided such consent is not unreasonably withheld.


7.3.1 In addition to Licensor's obligations under Subsection 7.1 above, in the
event that a claim of infringement is made with regard to the Licensed
Product(s), Licensor shall, at its own expense, procure for Dell the right
to exercise the rights and licenses granted to Dell under this Agreement
or modify the Licensed Product(s) such that it is no longer infringing.


8.0 TERM AND TERMINATION OF AGREEMENT


8.1 Unless earlier terminated as provided below, the term of this Agreement
shall be for three (3) years from the Effective Date and, unless either
party gives thirty (30) days notice of non-renewal prior to the end of the
initial term, this Agreement shall automatically renew for successive one
(1) year periods.


8.2 If either party hereto materially breaches any of the terms and conditions
of this Agreement, the other party may give written notice to the
defaulting party specifying the actions or omissions which constitute a
material breach of this Agreement, and in the event that any material
breach so indicated shall not be remedied by the defaulting party within
thirty (30) days after such notice, the party not in default may by
further written notice to the defaulting party terminate this Agreement,
and, except as expressly provided otherwise in this Agreement, this
Agreement and all the rights and obligations contained herein shall
terminate five (5) days after the defaulting party's receipt of such
notice of termination. Failure of either party to so terminate this
Agreement due to a material breach on the part of the other party shall
not prejudice its rights to terminate for a subsequent material breach by
the other.


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8.3 All licenses and sublicenses granted to customers and other licensees under
this Agreement, and all provisions of Sections 6.0, 7.0, 8.0, 9.0, 10.0 and
11.0, shall survive any expiration or termination of this Agreement and
shall bind the parties and their successors, heirs, assigns and legal
representatives. In addition, Licensor's obligations under Section 4 and 5
shall survive for [*] after any expiration or termination of this Agreement
in order for Dell to satisfy its then existing contractual obligations to
its customers and licensees. Dell shall retain a limited license in
accordance with Section 2 to use the Licensed Product(s) in order to
satisfy such obligations and to exhaust its inventory of Licensed
Product(s) existing at expiration or termination, provided that Dell's
right to exhaust any such inventory shall not extend beyond [*] after
expiration or termination. Thereafter, Dell agrees to return or destroy all
additional copies of the Licensed Product(s) in its possession.


9.0 LIMITATION OF LIABILITIES


9.1 EXCEPT AS SET FORTH BELOW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY PART OF THIS
AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.


9.2 THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, SHALL NOT APPLY TO ANY OF
LICENSOR'S OBLIGATIONS OR LIABILITIES UNDER SECTION 6 "REPRESENTATIONS AND
WARRANTIES" AND SECTION 7 "INDEMNIFICATION". LIC ...