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Matrox End-user VFW Software Codec License Agreement (
“Agreement”)
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audio, video, technology or patent standard or recommendations, including without limitation AVC/H.264, IEEE
1394, JPEG, JPEG2000, MPEG-1, MPEG-2 and MPEG-4.
6. Confidentiality
Except as licensed hereunder, End User shall treat the Software and all related information as confidential
information and refrain from making any such information or the Software itself available to any other person.
End User will take commercially reasonable precautions to safeguard the confidentiality of the Software,
including those taken by End User to protect its own trade secrets. The obligation of confidentiality shall not
apply or shall cease to apply to any information that (a) was known to End User independently of its receipt
hereunder; (b) is or becomes publicly available without breach of this Agreement; or (c) is disclosed by End User
pursuant to court order or other requirement imposed by law, provided that Matrox is given a reasonable
opportunity to object to or restrict such disclosure requirement to the extent practicable, and then such disclosure
shall be permitted only subject to the terms and conditions of such order or other legal requirement.
7. Termination
This Agreement is effective until terminated. End User may terminate this Agreement at any time by destroying
all copies of the Software and related materials. This Agreement is conditioned upon End User's continued
compliance with the Agreement and will terminate automatically and irrevocably if End User fails to comply
with any material term or condition of this Agreement. Matrox will provide written notice to End User of such
termination in advance where practical, or otherwise promptly following such termination. Such termination is
without prejudice to Matrox's other rights hereunder at law or in equity. In event of termination, End User must
destroy all copies of the Software and related materials and certify in writing and under oath that all such copies
have been destroyed, and End User's license and rights under this Agreement shall terminate. In the event of
termination of this Agreement, the provisions of Sections 2, 3, 4, 6, 7, 8 and 10 shall survive and will remain in
full force and effect.
8. General
8.1 Matrox shall not be liable for delay or failure in performance resulting from acts beyond its reasonable
control, including but not limited to acts of God, acts of war, terrorism, riot, fire, flood, or other disaster, acts of
government, strike, lockout, communication line or power failure.
8.2 End User shall not have the right to assign the benefit of this Agreement without the prior written permission
from Matrox and then only under such conditions as Matrox may reasonably determine.
8.3 If any provision of this Agreement is declared by a body of competent jurisdiction to be invalid, such
provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
8.4 A term or condition of this Agreement can be waived or modified only with the written consent of both
parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or
condition to be performed, and either party may invoke any remedy available under this Agreement or by law
despite such forbearance or indulgence.
8.5 The relationship between Matrox and you is that of an independent contractor and its customer and under no
circumstances shall either party, its agents or employees be deemed agents or representatives of the other party.
Neither party shall have the right to enter into any contracts or commitments in the name of or on behalf of the
other party in any respect whatsoever. In addition, neither party shall hold itself out to anyone, or otherwise
represent, that it has any such authority vis-a-vis the other party.
Both parties agree to comply with all applicable laws, rules, regulations, orders and ordinances of the state,
province and/or country where it resides and in any other state, province and/or country with jurisdiction over it
or its activities in performance of its obligations hereunder, including without limitation all applicable duty,
taxes, import and/or export regulations and all licensing or permit requirements.
8.6 This Agreement and any schedule attached hereto contains the complete and exclusive statement of the
agreement between the parties and supersedes all prior and contemporaneous agreements, including, but not
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