Intel agreement regarding WHQL

Agreement Regarding WHQL Reseller Submission 2011
AGREEMENT REGARDING WHQL RESELLER SUBMISSION
This Agreement Regarding WHQL Reseller Submission (“Agreement”) is made by and between Intel Corporation, having a place of
business at 2200 Mission College Blvd., Santa Clara, CA 95052 (“Intel”), and the company identified below (“Company”):
Company Name:
Designated Company Contact:
Address:
Name:
Title:
Address:
Phone & Fax:
Company Name on Winqual:
Phone & Fax:
Email:
This Agreement shall be effective on the following date: ______________________
WHEREAS, Microsoft Corporation (“Microsoft”) has implemented a Windows Hardware Quality Labs (“WHQL”) Reseller Submission policy,
under which reseller companies that purchase a product that has previously earned the “Designed for Windows” logo under the original
manufacturer’s company name may continue to display the logo after the reseller has repackaged or relabeled the product;
WHEREAS, Vendor has purchased Intel product(s) that have previously passed Microsoft’s WHQL testing under Intel’s name, and Vendor
wishes to submit such products under its own name for continued logo certification under Microsoft’s WHQL Reseller Submission Policy;
and
WHEREAS, in order for Vendor to make such submission, Microsoft requires that Intel grant Vendor permission to retest previously certified
products, by Intel either (a) signing a WHQL Generic Device Authorization Agreement for each such product or (b) designating each such
product as eligible for resale by Vendor in accordance with the steps described in Microsoft’s instructions for its online submission program
currently called Windows Logo Program Qualification Service (either such form of permission referred to herein as “Permission”).
NOW, THEREFORE, Intel and Vendor agree as follows:
1. “Intel Devices” means any and all Intel generic hardware products that pass Microsoft’s WHQL logo certification testing under Intel’s
name.
2. For any and all Intel Devices that Intel grants Vendor Permission (as defined above) to submit to Microsoft for WHQL testing and
verification, Vendor agrees to the following:
a. With respect to any Intel-provided drivers associated with the Intel Devices, Vendor agrees that it will only submit such drivers to
Microsoft for testing and verification purposes, not for posting to Windows Update or for any other distribution by Microsoft, unless
Intel specifically authorizes an exception to the requirements of this Section 2(a), which authorization must be in writing and will
only be given on a product-by-product basis.
b. Vendor assumes all risks related to submission of Intel Devices under the Microsoft WHQL Reseller Submission policy and
acknowledges that Intel shall not be liable for any damages (direct, incidental, consequential, special, punitive or speculative)
including, but not limited to, property damage, personal injury, loss of profits and interruption of business, however caused,
whether for breach of warranty, contract, strict liability or otherwise, arising out of or relating to this Agreement, Intel’s grant to
Vendor of Permission (as defined above), and/or Vendor’s submission of Intel Devices under Microsoft’s WHQL Reseller
Submission policy.
3. Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware or
federal courts located in Delaware, without regard to principles of conflict of laws. Each party hereby agrees to jurisdiction and venue
in the courts of the State of California for all disputes and litigation arising under or relating to this Agreement.
4. Vendor shall not assign this Agreement and Vendor’s rights under this Agreement may not be sublicensed, assigned or otherwise
transferred without Intel’s prior written consent.
5. This Agreement contains the entire agreement of the parties with respect to this subject matter and supersedes all prior and
contemporaneous agreements and may not be modified or changed in any manner except by a writing duly executed by the parties.
AGREED:
Intel Corporation
Company:___________________________________
Signature:__________________________________
Signature:__________________________________
Name:______________________________________
Name:______________________________________
Title:_______________________________________
Title:_______________________________________
Date:______________________________________
Date:______________________________________
LEGAL OK
Wendy
Lim
11.18.09