Sender ID Patent License Agreement …

Sender ID Patent License Agreement




                           Royalty-Free Sender ID Patent License Agreement


This is a legal agreement ("Agreement") between the individual or entity signing below ("You"), and Microsoft
Corporation ("Microsoft") (collectively the "Parties"). If You want to license the patent rights offered by Microsoft
under this Agreement, please sign and return the Agreement to Microsoft. This is an offer to be accepted only
on the terms set forth in this Agreement. If changes are made to this Agreement, the offer is revoked.

RECITALS

Whereas, Microsoft has developed a specification describing certain attributes for eliminating the spoofing or
forging of electronic mail addresses;

Whereas, Microsoft wishes to encourage widespread adoption, implementation and extension of the Sender ID
Specification (defined below) to help legitimate senders protect their domain names and reputations, and help
recipients more effectively identify and filter junk e-mail; and

Whereas, You want a patent license from Microsoft to implement the Sender ID Specification, and whereas You
understand and acknowledge that licenses from other third-parties may also be required to implement the
Sender ID Specification.

1. Definitions

1.1 "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 indirect 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 decisions for the subject entity.

1.2 "Licensed Implementation" means only those specific portions of your products that (i) implement and are
compliant with all required portions of the Sender ID Specification, and (ii) are branded with a trademark owned
or controlled by You; and may additionally include implementations of any optional portions of the Sender ID
Specification.

1.3 "Licensed Product" means a product branded with a trademark owned or controlled by You that includes a
Licensed Implementation, either alone or with other components.

1.4 "Effective Date" means the date that this agreement, fully executed by You without any changes, is received
by Microsoft pursuant to Section 6.3 below.

1.5 "End User" means a third party customer to whom a copy of or access to a product or service is licensed or
otherwise provided for such customer's own use, and not for further sublicense or distribution.

1.6 "Necessary Claims" means claims of a patent or patent application that (a) are owned or controlled by a
Party or its Affiliates now or at any future time; and (b) are necessarily infringed by implementing the Sender ID
Specification, wherein a claim is necessarily infringed only when it is not possible to avoid infringing it because
there is no technically reasonable non-infringing alternative for implementing the Sender ID Specification.
Notwithstanding the foregoing sentence, Necessary Claims do not include any claims: (i) other than those set
forth above even if contained in the same patent as Necessary Claims; (ii) that, if licensed, would require a
payment of royalties or other fee(s) by a Party to unaffiliated third parties; (iii) to any enabling technologies that
may be necessary to make or use any product or portion thereof that implements the Sender ID Specification
(e.g., enabling semiconductor manufacturing technology, compiler technology, object oriented technology,
operating system technology, protocols, programming interfaces, etc.); (iv) covering the implementation of other
published specifications developed elsewhere and referred to in the body of the Sender ID Specification; (v)
covering other caller identification or anti-spam mechanism(s) or technology which is not set forth in the Sender




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ID Specification, or (vi) covering implementation example(s) set forth in the Sender ID Specification, or any
material that merely illustrates the requirements of the Sender ID Specification.

1.7 The "Sender ID Specification" means the combination of the specifications entitled "Purported Responsible
Address in E-mail Messages", file name draft-lyon-senderid-pra-00.txt, and located at the following link on
November 16, 2004, url: http://www.ietf.org/internet-drafts/draft-lyon-senderid-pra-00 and the specification
entitled "Sender ID: Authenticating E-mail", file name: draft-lyon-senderid-core-00.txt, url:
http://www.ietf.org/internet-drafts/draft-lyon-senderid-core-00 .
1.8 "Sender ID Specification Licensee" means any entity that fully executes this Agreement without modification
and returns the executed Agreement to Microsoft.

2. License Grants

2.1 Patent License Subject to Section 2.4 and Your grant of licenses in accordance with Section 2.3, Microsoft
and its Affiliates hereby grant You a perpetual, nonexclusive, royalty-free, nontransferable, non-sublicenseable,
personal, worldwide license under Microsoft's Necessary Claims to make, use, import, offer to sell, sell and
distribute directly or indirectly to End Users, object code versions of Licensed Implementations only as
incorporated into Licensed Products and solely for the purpose of conforming with the Sender ID Specification.

2.2 Source Code Distribution You also have subject to section 2.4 and Your grant of licenses in accordance with
Section 2.3,, a perpetual, non-exclusive, royalty-free, nontransferable, non-sublicenseable, personal, worldwide
license to distribute or otherwise disclose source code copies of such Licensed Implementation licensed in
Section 2.1 only if You (i) prominently display the following notice in all copies of such source code, and (ii)
distribute or disclose the source code only under a license that is placed in close proximity to the following
notice and does not include any other terms that are inconsistent with, or would prohibit, the following notice:

"This source code includes an Implementation of the specifications entitled "Purported Responsible Address in
E-mail Messages", file name draft-lyon-senderid-pra-00.txt, and located at the following link on November 16,
2004, url: http://www.ietf.org/internet-drafts/draft-lyon-senderid-pra-00 and the specification entitled "Sender
ID: Authenticating E-mail", file name: draft-lyon-senderid-core-00.txt, url: http://www.ietf.org/internet-drafts/draft-
lyon-senderid-core-00 . In the context of developing those specifications at the IETF, Microsoft submitted a
patent disclosure which can be found at http://www.ietf.org/ipr.html. "

For clarification, this Agreement does not impose any obligation on You to require the recipients of
Your source code implementations of such Licensed Implementations to accept this or any other
Agreement with Microsoft. Your End Users may use the Licensed Implementations licensed in this
section 2.2 or in section 2.1 that they receive directly or indirectly from You without executing this
Agreement. This Agreement will be available to all parties without prejudice.
2.3 Reciprocal Patent License You, on behalf of yourself and your Affiliates, hereby grant to Microsoft, and
agree to grant to all other Sender ID Specification Licensees upon request, a perpetual, non-exclusive, royalty-
free, nontransferable, non-sublicenseable, worldwide license under Your Necessary Claims to make
implementations of the Sender ID Specification that are compliant with the required portions and may also
include any optional portions of the Sender ID Specification ("Sender ID Implementation"), and to use, import,
offer to sell, sell and distribute directly or indirectly to End Users, Sender ID Implementations solely for the
purpose of conforming with the Sender ID Specification.

2.4 Defensive Suspension If Microsoft or any of its Affiliates, or You or any of Your Affiliates, are first sued for
patent infringement ("the sued party") by the other Party hereto or any of its Affiliates, on account of the
manufacture, use, sale, offer for sale, importation or other disposition or promotion of the sued party's Licensed
Implementation or Microsoft's Sender ID Implementation, as applicable, then the sued party may terminate all
license grants and any other rights provided under this Agreement to such entity and such entity's Affiliates. The
foregoing shall not apply if the patent infringement suit that would otherwise trigger such clause is solely based
on the sued party's Licensed Implementation or Microsoft's Sender ID Implementation (as defined in Section
2.3), as applicable, not complying with the scope of the license grants set forth in this Agreement. For




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clarifications each Party reserves its right to use its Necessary Claims licensed pursuant to this Agreement
defensively against any person or entity other than a party to this Agreements or their Affiliates that first brings a
patent infringement suit against such Party.

2.5 Reservation of Rights All rights not expressly granted in this Agreement are reserved by Microsoft and You.
No additional rights are granted by implication or estoppel or otherwise.

3. Term

Except as set forth herein, this Agreement and the license grants herein are effective as of the Effective Date
and terminate upon the last of Microsoft's and Your Necessary Claims to expire. Your notice obligations arising
under Section 4.3 of this Agreement shall terminate upon the last of Microsoft's Necessary Claims to expire.
Microsoft may terminate this Agreement (including all license grants) earlier if You materially breach this
Agreement, and You fail to cure the breach within thirty (30) days after You receive notice of the breach from
Microsoft. The license grants do not include a release for any infringement occurring prior to the Effective Date.

4. Representations and Disclaimers of Warranty

4.1 You represent and warrant that the person executing this Agreement on behalf of You and Your Affiliates is
authorized to do so, that You are authorized to enter into this Agreement, and that this Agreement is a binding
obligation on You and Your Affiliates.

4.2 If You or any of Your Affiliates transfers any Necessary Claims, You shall require that the transferee be
bound by the terms of Section 2.3.

4.3 You shall prominently display the notice set forth in Section 2.2 in each copy of the source code of a
Licensed Implementation that You distribute or disclose, and You shall also distribute or disclose that source
code under a license agreement that is placed in close proximity to the same notice.

4.4 DISCLAIMERS. THE SENDER ID SPECIFICATION AND ALL INTELLECTUAL PROPERTY DELIVERED
AND/OR LICENSED BY EITHER PARTY AND/OR ITS AFFILIATES TO THE OTHER PARTY PURSUANT TO
THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EACH PARTY AND ITS
AFFILIATES DISCLAIMS ALL WARRANTIES, DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5. Limitation of Liability

MICROSOFT AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR
RELATED TO THIS AGREEMENT, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
SPECIAL DAMAGES EVEN IF MICROSOFT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

6. Miscellaneous

6.1 No Partnership, Joint Venture or Franchise Neither this Agreement, nor any terms and conditions contained
herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a
franchise as defined in the Washington Franchise Investment Protection Act, RCW 19.100, as amended, or 16
CFR Section 436.2(a), or any similar laws in other jurisdictions.

6.2 Export Regulations You acknowledge that implementations of the Sender ID Specification may be subject to
U.S. export jurisdiction and other applicable national or international laws. You agree to comply with all
applicable international and national laws that apply to the Sender ID Specification, including the U.S. Export
Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other
governments, and privacy laws. See http://www.microsoft.com/exporting/.




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6.3 Executed Agreements Only one agreement per Party shall be accepted by Microsoft. To be effective, an
executed Agreement must be:

(a) sent by messenger, traceable express mail or prepaid certified mail, return receipt requested, addressed to
Microsoft, as follows:

Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Attention: Microsoft Standards Inquiries (stdsreq@microsoft.com)
Copy to: Director of Distributed Systems Standards; or
(b) faxed to Microsoft, as follows:

Attention: Microsoft Standards Inquiries (stdsreq@microsoft.com)
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Subject: Royalty-Free Sender ID Patent License
Facsimile No.: 425-936-7329

6.4 Governing Law; Jurisdiction; Attorneys' Fees This Agreement shall be construed and controlled by the laws
of the State of Washington, and You consent to exclusive jurisdiction and venue in the federal courts sitting in
King County, Washington, unless no federal subject matter jurisdiction exists, in which case You consent to
exclusive jurisdiction and venue in the Superior Court of King County, Washington. You waive all defenses of
lack of personal jurisdiction and forum nonconveniens. Process may be served on either Party in the manner
authorized by applicable law or court rule.

6.5 Assignment You may assign this Agreement, and any rights or obligations hereunder, whether by operation
of contract, law or otherwise, provided that the assignee first agrees in writing to the terms and conditions of this
Agreement; any attempted assignment by You in violation of this Section shall be void.

6.6 Construction If for any reason a court of competent jurisdiction finds any provision of this Agreement, or
portion thereof, to be unenforceable (other than Sections 2.2-2.4 and 4.3), such provision and the rest of the
Agreement will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the
Agreement will continue in full force and effect. In the event that a court of competent jurisdiction finds that any
of Sections 2.2, 2.3, 2.4 or 4.3 is unenforceable, this entire Agreement and any licenses granted hereunder shall
be rendered null and void. Failure by a Party to enforce any provision of this Agreement will not be deemed a
waiver of future enforcement of that or any other provision.

6.7 Trademark/Logo Usage Nothing herein grants You any right to use or display any Microsoft trademark or
logo in connection with a Licensed Implementation or Licensed Product.

6.8 No Requirement to Implement Nothing in this Agreement shall be construed as requiring You to use or
implement the Sender ID Specification, or limit the Parties from competing in any way without infringing each
others' intellectual property, including engaging in activities, independently or with others, that may be deemed
competitive with the Sender ID Specification.

6.9 Identification of Licensees The fact that You are a Sender ID Specification Licensee by executing this
Agreement is not confidential. Either Party may make public announcements regarding Your execution of this
Agreement (e.g., list You as a licensee on a Web site).

6.10 Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to its
subject matter and merges all prior and contemporaneous communications. It shall not be modified except by a
written agreement dated subsequent to the date of this Agreement and signed on behalf of You and Microsoft
by their respective duly authorized representatives.




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Sender ID Patent License Agreement




Agreed to and accepted on behalf of You:

By (signature):                            Your Company Name:


Name (printed):                            Your Address:


Title:                                     City, State, Zip, Country:


Dated:                                     Phone Number:


Email (optional):                          Fax Number (optional):




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