Download The purpose of this Non-Binding Term Sheet

INTEL DRAFT August 3, 2017
NON-BINDING TERM SHEET
Intel – Sony
Development and Support of Application(s) for Intel Adaptive All in One
The purpose of this Non-Binding Term Sheet (“Term Sheet”) is to describe, for preliminary negotiation purposes only, some key terms of a contemplated
potential business transaction between Intel Corporation (“Intel”) and Sony Pictures Television Networks Games Inc. (“Company”), without legally binding
either party in any way.
No legally binding obligations between the parties will be created, implied, or inferred in connection with this Term Sheet unless and until a final, written
agreement is executed and delivered by authorized personnel of both parties; until then, no legally binding agreement will exist among the parties with
respect to the terms summarized below, and there shall be no obligations between the parties in connection with this Term Sheet whatsoever, e.g., based on
parol evidence, extended negotiations, handshakes, oral understandings, or courses of conduct (including, without limitation, based on reliance and changes
of position).
If and when this Term Sheet is finalized, Intel and Company each will consider whether to enter into a legally binding contract based on the terms of this
Term Sheet.
The terms and conditions described in this Term Sheet, and the existence of this Term Sheet, are Intel Confidential Information under the Corporate NonDisclosure Agreement between Intel and Company (CNDA # 36495840).
Intel – Sony: Non-binding Term Sheet
INTEL CONFIDENTIAL INFORMATION
SUBJECT
Project /
Application(s)
Term & Survival of
Revenue-Share &
Other Terms
Company
Deliverables
Platform(s)
Localization
Financial Terms
Revenue-Share
Unity Game
Engine
Acceptance or
Rejection of
Deliverables
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PROPOSED TERMS
Development by Company of a Wheel of Fortune Windows 8 Metro application optimized for Intel All-in-One (the
“Application”)
Until Intel acceptance of final Deliverable or termination by either party, whichever occurs earlier
The Revenue-Share provisions will survive any termination or expiration
Certain other appropriate terms will also survive termination/expiration
Alpha version of the Application by 6/10/2013
Beta version of the Application by 6/24/2013
A final production quality Application in machine-readable object code form (no source code) by 7/12/2013
Bug fixes, corrections, etc.
All dates are based upon assumption that project begins April 1st. If the start date is later than April 1st, the schedule
will be modified appropriately.
Windows 8 Metro (for personal computers)
N/A
$140,000
$70,000 due upon execution of agreement
$70,000 due upon acceptance of final production quality product
30 days after Intel receives Company’s invoice following Intel’s Acceptance of the relevant Deliverables
30-70 (Intel-Company) until Intel recoups its investment
Intel may provide up to $20,000 of additional financial support (payable $10K up front and $10K upon Acceptance of
final Deliverable by Intel) if Company persuades Intel an additional version of Unity Game Engine must be developed
for the Application to fully function and get approved by Microsoft for distribution on its Windows 8 Metro Store).
Intel must, however, approve any such additional spend in writing before the developer begins work.
Intel must send written notice (email is fine) to Company of acceptance or rejection of each Deliverable within 5
business days after receipt
Any rejection must be based on failure of a Deliverable to meet Intel’s requirements, as reflected (and reasonably
implied in) the SOW
Company has 10 business days to provide a corrected Deliverable after rejection by Intel, free of any additional charge
If Intel rejects final production-quality Deliverable two times because it does not meet the criteria agreed upon by the
parties, Intel may terminate & Company forfeits final payment.
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Intel – Sony: Non-binding Term Sheet
INTEL CONFIDENTIAL INFORMATION
Distribution
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License rights
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Indemnification
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IP Ownership
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Warranties
Other Agreements
Governing Law
Assignment
Publicity
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Contract
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Intel and Company each own their own preexisting IP
Company exclusively owns IP it develops in course of the project
Company agrees to distribute the Application via the following channel (at a minimum) within 30 days of delivering
the final production-quality version of the Application to Intel: Windows 8 Metro Store (subject to approval by
Microsoft)
Company (but not Intel) will also be permitted to distribute the Application through other channels
Internal Use & Demonstration: Until Intel recoups all of its investment in the Application, Intel receives a perpetual,
irrevocable, royalty-free, worldwide license under all of Company’s IP rights to reproduce, display and distribute the
Applications in object code form (and the other deliverables) solely for purposes of demonstration (including to third
parties and Intel majority-owned Affiliates), internal evaluation and other internal use by Intel and its majority-owned
Affiliates
Company will defend, indemnify and hold harmless Intel (including its directors, officers, employees and agents) from
and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising
from any third party claim relating to the Applications or other Deliverables
Intel will defend, indemnify and hold harmless Company (including its directors, officers, employees and agents) from
and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising
from any third party claim relating to the Intel All-in-One, and any deliverables it supplies to Company for the
development of the Application.
Company to provide standard warranties re high quality and no defects or viruses
Parties’ existing CNDA governs confidentiality
US, California law and Arbitration
Neither party may assign the Agreement without the other party’s prior written consent
Neither party may issue a press release after the Agreement has been executed without the other party’s prior
written consent.
Parties will endeavor to execute mutually agreed, legally-binding Agreement within 60 days after Term Sheet is
finalized
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Intel – Sony: Non-binding Term Sheet
INTEL CONFIDENTIAL INFORMATION
Support
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Quality
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During the development phase and through the 90-day warranty period after Intel accepts the final productionquality version of the Application and Intel makes the final payment, Company will be solely responsible for correcting
all critical issues with the Application which prevent game play or functionality identified by Company or Intel, at no
additional charge.
After the 90-day warranty period, and for so long as Company continues to distribute the Application, Company will
remain solely responsible for correcting, improving and otherwise supporting the Application at Intel’s request;
provided, however, that Company will provide such additional maintenance and support services to Intel, as
requested, on a time-and-materials basis at $300/hour.
Intel will loan two (2) Adaptive-All-in-One devices to Company for testing purposes, free-of-charge, until Intel accepts
the final production-quality version of the Application (under Intel’s standard equipment loan terms).
Company will provide all end user support for the Application, at Company’s expense, as long as Company continues
to distribute the Application.
Intel will have no obligation to provide any end user support for the Application.
Deliverables will conform to accepted industry standards and reflect a high level of quality and workmanship to Intel’s
satisfaction and approval, not to be unreasonably withheld.
Company will perform all necessary validation of software on a Windows 8 touch-based platform before production
release to ensure Application meets the required high level of quality and workmanship.
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