INTEL CONFIDENTIAL HOST CONTROLLER INTERFACE SPECIFICATION FOR SERIAL ATA - CONTRIBUTOR AGREEMENT This Host Controller Interface Specification for Serial-ATA Contributor Agreement (“Agreement”) is entered into as of __________________ (“Effective Date”) by and between Intel Corporation, a Delaware Corporation, having an office at 2200 Mission College Blvd., Santa Clara, California USA 95052, and its Affiliates (“Intel”) and the party, including its Affiliates, as set forth below (“Contributor”).
Company Name of Contributor City State Zip Contact Name Telephone Intel and Contributor hereby agree as follows: Email RECITALS Whereas, Intel not yet completed development of the final version of the Host Controller Interface Specification for Serial-ATA (“AHCI”); Whereas, Contributor wishes to review and possibly comment upon preliminary drafts of the AHCI specification as circulated by Intel for the purpose of formulating the Final Specification (as defined below), and Intel is willing to include the Contributor in those portions of its development process in which Contributor has specific expertise; and Whereas, Intel and Contributor desire to have the following conditions apply to this Agreement, and Intel represents that the form of this Agreement will be identical for all Contributing Parties, other than the Effective Date and the Contributor-specific information set forth prior to the Recitals above and in Section 8.7 hereto (the form of agreement subject to these limited modifications is hereinafter referred to as the “Identical Form of Agreement”); Now, therefore, in consideration of the mutual promises and conditions contained herein, Intel and Contributor agree as follows: 1.DEFINITIONS 1.1 “Adopted” and “Adoption” means Intel’s formal adoption and publication of the applicable specification which, for the purposes of this Agreement, is considered to occur on the date on which written notice of such Adoption is provided to Contributor and all Contributing Parties. 1.2 “Adopter” means any party that has properly entered into or later properly enters into a license or other agreement for the adoption of the Final Specification and has delivered it to the Secretary within the Adoption Period. 1.3 “Adoption Period” for any given Adopter means any time prior to the first sale by such Adopter of a product that includes a Compliant Portion. 1 INTEL CONFIDENTIAL 1.4 “Affiliate” means any entity that is directly or indirectly controlled by, under common control with or that controls the subject party. For purposes of this definition, “control” means direct or indi- rect ownership of or the right to exercise: (a) greater than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of the subject entity; or (b) greater than fifty percent (50%) of the ownership interest representing the right to make the decisions for the subject entity. 1.5 “Contributing Party” means any other entity, including its Affiliates, but other than Intel or Contributor, that is authorized to submit Contributions and has signed an Identical Form of Agreement. 1.6 “Contributions” means all submissions proposing an addition to or a modification of the Draft Specification submitted by Intel, Contributor, and/or a Contributing Party and, with respect to Intel’s Contributions, shall also include the Draft Specification, the Revision 0.95 Specification, and the Final Specification, provided that the submission is submitted in writing (including a writing in electronic medium) and is approved for submittal by such party. 1.7 “Compliant Portion” means only those specific portions of products (hardware, firmware, micro-code, software, or combinations thereof) that: (a) implement and are compliant with all relevant portions of the Revision 0.95 Specification and/or the Final Specification; and (b) are within the bounds of the Scope. 1.8 “Discrete Controller” means a stand-alone integrated circuit (and any necessary firmware or micro-code) which is designed and used solely