Microsoft Corporation Technical Documentation License
Agreement (Standard)
READ THIS! THIS IS A LEGAL AGREEMENT BETWEEN MICROSOFT CORPORATION
("MICROSOFT") AND THE RECIPIENT OF THESE MATERIALS, WHETHER AN
INDIVIDUAL OR AN ENTITY ("YOU"). IF YOU HAVE ACCESSED THIS AGREEMENT
IN THE PROCESS OF DOWNLOADING MATERIALS ("MATERIALS") FROM A
MICROSOFT WEB SITE, BY CLICKING "I ACCEPT", DOWNLOADING, USING OR
PROVIDING FEEDBACK ON THE MATERIALS, YOU AGREE TO THESE TERMS. IF THIS
AGREEMENT IS ATTACHED TO MATERIALS, BY ACCESSING, USING OR PROVIDING FEEDBACK
ON THE ATTACHED MATERIALS, YOU AGREE TO THESE TERMS.
1. For good and valuable consideration, the receipt and sufficiency of which
are acknowledged, You and Microsoft agree as follows:
(a) If You are an authorized representative of the corporation or other entity
designated below ("Company"), and such Company has executed a
Microsoft Corporation Non-Disclosure Agreement that is not limited to a
specific subject matter or event ("Microsoft NDA"), You
represent that You have authority to act on behalf of Company and agree that
the Confidential Information, as defined in the Microsoft NDA, is subject to
the terms and conditions of the Microsoft NDA and that Company will treat the
Confidential Information accordingly;
(b) If You are an individual, and have executed a Microsoft NDA, You agree that
the Confidential Information, as defined in the Microsoft NDA, is subject to
the terms and conditions of the Microsoft NDA and that You will treat the
Confidential Information accordingly; or
(c)If a Microsoft NDA has not been executed, You (if You are an individual), or
Company (if You are an authorized representative of Company), as applicable,
agrees: (a) to refrain from disclosing or distributing the Confidential
Information to any third party for five (5) years from the date of disclosure
of the Confidential Information by Microsoft to Company/You; (b) to refrain
from reproducing or summarizing the Confidential Information; and (c) to take
reasonable security precautions, at least as great as the precautions it takes
to protect its own confidential information, but no less than reasonable care,
to keep confidential the Confidential Information. You/Company, however, may
disclose Confidential Information in accordance with a judicial or other
governmental order, provided You/Company either (i) gives Microsoft reasonable
notice prior to such disclosure and to allow Microsoft a reasonable opportunity
to seek a protective order or equivalent, or (ii) obtains written assurance
from the applicable judicial or governmental entity that it will afford the
Confidential Information the highest level of protection afforded under
applicable law or regulation. Confidential Information shall not include any
information, however designated, that: (i) is or subsequently becomes publicly
available without Your/Company’s breach of any obligation owed to Microsoft;
(ii) became known to You/Company prior to Microsoft’s disclosure of such
information to You/Company pursuant to the terms of this Agreement; (iii)
became known to You/Company from a source other than Microsoft other than by
the breach of an obligation of confidentiality owed to Microsoft; or (iv) is
independently developed by You/Company. For purposes of this paragraph,
"Confidential Information" means nonpublic information that Microsoft
designates as being confidential or which, under the circumstances surrounding
disclosure ought to be treated as confidential by Recipient. "Confidential
Information" includes, without limitation, information in tangible or
intangible form relating to and/or including released or unreleased Microsoft
software or hardware products, the marketing or promotion of any Microsoft
product, Microsoft's business policies or practices, and information received
from others that Microsoft is obligated to treat as confidential.
2. You may review these Materials only (a) as a reference to assist You in
planning and designing Your product, service or technology
("Product") to interface with a Microsoft Product as described in
these Materials; and (b) to provide feedback on these Materials to Microsoft.
All other rights are retained by Microsoft; this agreement does not give You
rights under any Microsoft patents. You may not (i) duplicate any part of these
Materials, (ii) remove this agreement or any notices from these Materials, or
(iii) give any part of these Materials, or assign or otherwise provide Your
rights under this agreement, to anyone else.
3. These Materials may contain preliminary information or inaccuracies, and may
not correctly represent any associated Microsoft Product as commercially
released. All Materials are provided entirely "AS IS." To the extent
permitted by law, MICROSOFT MAKES NO WARRANTY OF ANY KIND, DISCLAIMS ALL
EXPRESS, IMPLIED AND STATUTORY WARRANTIES, AND ASSUMES NO LIABILITY TO YOU FOR
ANY DAMAGES OF ANY TYPE IN CONNECTION WITH THESE MATERIALS OR ANY INTELLECTUAL
PROPERTY IN THEM.
4. If You are an entity and (a) merge into another entity or (b) a controlling
ownership interest in You changes, Your right to use these Materials
automatically terminates and You must destroy them.
5. You have no obligation to give Microsoft any suggestions, comments or other
feedback ("Feedback") relating to these Materials. However, any
Feedback you voluntarily provide may be used in Microsoft Products and related
specifications or other documentation (collectively, "Microsoft
Offerings") which in turn may be relied upon by other third parties to
develop their own Products. Accordingly, if You do give Microsoft Feedback on
any version of these Materials or the Microsoft Offerings to which they apply,
You agree: (a) Microsoft may freely use, reproduce, license, distribute, and
otherwise commercialize Your Feedback in any Microsoft Offering; (b) You also
grant third parties, without charge, only those patent rights necessary to
enable other Products to use or interface with any specific parts of a
Microsoft Product that incorporate Your Feedback; and (c) You will not give
Microsoft any Feedback (i) that You have reason to believe is subject to any
patent, copyright or other intellectual property claim or right of any third
party; or (ii) subject to license terms which seek to require any Microsoft
Offering incorporating or derived from such Feedback, or other Microsoft
intellectual property, to be licensed to or otherwise shared with any third
party.
6. Microsoft has no obligation to maintain confidentiality of any Microsoft
Offering, but otherwise the confidentiality of Your Feedback, including Your
identity as the source of such Feedback, is governed by Your NDA.
7. This agreement is governed by the laws of the State of
