This Open Source Media Framework Plug-in Agreement (“Agreement”), effective on ( the “Effective Date”)by and between Adobe Systems Incorporated, a Delaware corporation having a place of business at 345 Park Avenue, San Jose, CA 95110 and its wholly controlled affiliates (“Adobe”), and (Your company name), a (State or country of incorporation) corporation having a place of business at (Complete address - P.O. Box Address not acceptable) (“Company”).

1. Obligations of Company. Company has created a plug-in as described in Section 1 of Appendix A, attached hereto, or as subsequently added at anytime (“Company Plug-In(s)”). Company shall comply with the requirements of the program set forth in Section 3 of Appendix A.
   
   
2. Obligations of Adobe. Adobe will promote and support the Company Plug-In as described below:
   • 
     2.1 Adobe shall include a reference and URL link to Company Plug-In, as provided by Company in Section 2 of Appendix A,
     on Adobe.com.
   • 
     2.2 If and when available, Adobe shall provide Company with the opportunity to participate in the Adobe Pre-release Program for OSMF. Participation shall be at Company’s choice, and subject to Company agreeing to the terms pertaining to the Adobe Pre-release Program.
   • 
     2.3 Adobe shall provide developer documentation to OSMF to help in the creation of Company Plug-In. Use of the developer documentation shall be subject to the license contained therein.
     A copy of the license may be viewed at http://help.adobe.com/en_US/OSMF/1.0/Dev/index.html.
     
     
     
3. Maintenance and Support. Company has the option to purchase, at any time during the Term of this Agreement, per incident support or gold level support at www.adobe.com/support/programs/developer, to help in the development of Company Plug-In. Maintenance and support shall be provided in accordance with the terms and conditions specified at the Maintenance and Support website.
   
   
4. Licenses. During the term of this Agreement, each party grants the other party a non-exclusive, worldwide, royalty-free right to use their respective trademarks and logos identified herein, or in Section 2 of Appendix A (“Trademarks”) in association with the promotion and marketing activities related to OSMF and Company Plug-In. Company’s use of the Adobe Trademarks shall comply with the Guidelines for Third Parties Who Use Adobe Trademarks posted on the Adobe.com website at:
   www.adobe.com/misc/pdfs/tmguide.pdf and the OSMF Brand Guidelines located at www.adobe.com/brandcenter/guidelines/index.html Each party has the right to review and approve in advance all uses by the other party of their respective Trademarks in the original proposed form as well as any modified versions.
   
    
   
   
5. Warranties. The parties warrant that any materials delivered to the other under the terms of this agreement, as described herein: (i) do not contain anything libelous, obscene or unlawful; (ii) any factual information contained in the materials is true and correct; and (iii) use of the materials as authorized in this Agreement, does not and will not infringe or violate any proprietary, personal or other rights of any third parties. Further the parties warrant that they: (iv) have full power, authority and capacity to execute this Agreement and to grant the rights to the materials set out in this Agreement; (v) are not subject to any agreements, claims or arrangements which conflict or adversely affect the rights granted in this Agreement; and (vi) own all rights to the materials or have secured such rights or releases from all necessary parties to enable the use of the materials as set out in this Agreement. For avoidance of doubt, any materials provided under the terms of a separate agreement shall be subject to the terms of the applicable agreement, which shall supersede any conflicting terms in this Agreement.
   
   
6. Indemnity. Each party (“Indemnifying Party”) agrees to defend, indemnify and hold the other party (“Indemnified Party”) harmless from any claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including without limitation the Indemnified Party’s reasonable attorneys' fees) made against or incurred by the Indemnified Party arising out of claims, suits or proceedings (a) based on the Indemnifying Party’s failure to comply with applicable laws, rules and regulations associated with its use and distribution of the Indemnified Party’s materials hereunder, that includes Indemnified Party’s trademarks; (b) based on misrepresentations made by the Indemnifying Party regarding Indemnified Party, its products and/or services; or (c) alleging that the trademarks of the Indemnifying Party licensed hereunder infringe upon any trademark in the United States, Canada, European Union, Japan, Australia, and New Zealand; provided, in each such instance involving a third party claim, the Indemnified Party (i) promptly notifies the Indemnifying Party in writing of such claim, suit or proceeding; (ii) gives the Indemnifying Party the right to control and direct investigation, preparation, defense and settlement of any claim, suit or proceeding; and (iii) gives assistance and full cooperation for the defense of same. The Indemnifying Party shall pay any resulting damages, costs, and expenses finally awarded to a third party, but is not liable for such amounts, or for settlements incurred by the Indemnified Party, without the Indemnifying Party’s written authorization.
   
   
7. Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 6 (“INDEMNITY”) HEREOF, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   
8. Fees. Any fees due under this Agreement shall be described in Appendix A, attached hereto. If no fees are due under this Agreement, then all activities agreed to hereunder, and all costs associated with complying with this Agreement, shall be assumed by the party obligated to perform under this Agreement.
   
   
9. Term and Termination.
   
   
   • 9.1 Term. This Agreement shall continue in effect for one (1) year from the Effective Date (“Term”), and thereafter may automatically renew for one (1) year terms until terminated pursuant to the provisions of this Section 9.
     
     
   • 9.2 Termination. Either party will have the right to terminate this Agreement, (a) immediately upon written notice at any time if the other party is in material breach of any term, condition or covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice of such breach; (b) immediately upon written notice at any time if the other party (i) becomes insolvent, (ii) admits in writing to insolvency or inability to pay its debts or perform its obligations as they mature, or (iii) makes an assignment for the benefit of creditors; or (c) upon thirty (30) days written notice to the other party.
     
     
   • 9.3 Survival. Sections 5,6, 9 and 10 of this Agreement shall survive the termination thereof.
     
     
10. General Provisions.

• 10.1 No Agency. Each party will in all matters relating to this Agreement act as an independent contractor. Neither party will have authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as an agent, employee or in any other capacity. Neither execution nor performance of this Agreement shall be construed to have established any agency, joint venture or partnership.
  
  
• 10.2 Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and the State of California excluding the application of its conflict of laws and/or rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
  
  
• 10.3 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
  
  
• 10.5 Attorney's Fees. In any legal proceeding between the parties, the prevailing party shall be entitled to recover attorney's fees and expenses.
  
  10.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. This Agreement and any Appendices may only be changed by mutual agreement of authorized representatives of the parties in writing.
  
  10.7 No Waiver. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
  
  10.8 Intellectual Property. Except as expressly provided herein, neither party shall acquire any rights in the intellectual property of the other party as a result of this Agreement.
  
  10.9 Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified at the beginning of this Agreement or at such other address as the party shall specify in writing and shall be by personal delivery, facsimile transmission or certified or registered mail. Such notice shall be deemed given upon personal delivery to the appropriate address or upon receipt of electronic transmission or, if sent by certified or registered mail, three days after the date of the mailing.
  
  10.10 Forum. All disputes arising under this Agreement may be brought in Superior Court of the State of California in Santa Clara County or the Federal District Court of San Jose as permitted by law. The Superior Court of Santa Clara County and the Federal District Court of San Jose shall together have non-exclusive jurisdiction over disputes under this Agreement. Company and Adobe consent to personal jurisdiction of the above courts.
  
  10.11 Counterparts. This Agreement may be signed in counterparts. The parties agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder.
  

Appendix A

Plug-In Requirements

1. Company Plug-In Information. “Company Plug-In” means:
   
   Name(s) of Company Plug-In(s):
   
   
   Description(s) of Company Plug-in(s):
   
   Write your description within 300 characters.
   
2. Company Plug-In Marketing Information.
   
   URL(s) to Company Plug-In(s):
   
   
   Company Trademark, if available:
   
   Filename extensions allowed: gif, jpg, bmp, png
   Display dimensions limit: 94px x 94px
   Filesize limit: 100KB
   
   
   Additional Plug-In(s)
   
   
   Name(s) of Plug-In(s):
   
   
   Description(s) of Plug-in(s):
   
   Write your description within 300 characters.
   
   URL(s) to Plug-In(s):
   
   
   
   Name(s) of Plug-In(s):
   
   
   Description(s) of Plug-in(s):
   
   Write your description within 300 characters.
   
   URL(s) to Plug-In(s):
   
   
   
   Name(s) of Plug-In(s):
   
   
   Description(s) of Plug-in(s):
   
   Write your description within 300 characters.
   
   URL(s) to Plug-In(s):
   
   
   
3. Program Requirements

I Accept

By clicking the "I Accept" button, you agree you have read and accepted the terms and conditions of the OSMF Plug-in Agreement. Your agreement with Adobe is not effective until you are accepted and receive the OSMF Plug-In Agreement via email.

To complete the authorization process, you will be required to validate your e-mail address by replying to an e-mail sent by Adobe Systems Incorporated. Please check your Spam and Junk email folders carefully in case the message ends up there by mistake.

If you don't agree to the terms contained in this Agreement, you can continue browsing the site by clicking on the navigation buttons on the page.

Agreement Form V1 December 2009