Case 2:22-cv-00134-JRG-RSP Document 69-1 Filed 03/09/23 Page 1 of 13 PageID #: 1138
`Case 2:22-cv-00134-JRG-RSP Document 69-1 Filed 03/09/23 Page 1 of 13 PagelD #: 1138
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`EXHIBIT A
`EXHIBIT A
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`Case 2:22-cv-00134-JRG-RSP Document 69-1 Filed 03/09/23 Page 2 of 13 PageID #: 1139
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`Khronos Group Adopters Agreement Cover Page
`This agreement enables participation in the Khronos Adopters Program to submit
`conformance test results and receive patent and trademark licenses for conformant products
`PLEASE TYPE OR PRINT CLEARLY: THIS IS A LEGAL DOCUMENT
`ILLEGIBLE AGREEMENTS CANNOT BE PROCESSED
`Contact for processing this agreement and arranging payment:
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`COMPANY:
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`EMAIL:
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`Guidelines for completing this agreement:
`1. Fill out the contact information above and select the specifications you wish to adopt on the signature page.
`2. Non-members should sign one box on the signature page to accept or decline the reciprocal patent license
`under the terms of the Khronos Group Adopter Intellectual Property (“IP”) Rights Policy. Declining means that no
`patent licenses will be granted under this agreement, and so your implementations will not benefit from the
`patent protections otherwise granted to conformant products. The reciprocal license terms that apply to Adopters
`who are also Khronos members are determined in accordance with the terms of their Khronos Membership
`Agreements, including with respect to Working Group Exclusion Certificates and IP Disclosure Certificates.
`3. If you have previously adopted specifications but wish to adopt additional specifications, submit a fully executed
`agreement with any additional specifications selected, together with the appropriate fees. Your previous
`adoptions will not be affected.
`4. You may apply to become an Adopter solely to act as a subcontractor to another Adopter without any rights to
`make Submissions on your own behalf, with Adopter Fees waived. The application requires that both you and the
`Contracting Adopter execute the Subcontractor Warranty in Attachment B and is subject to Khronos Board
`approval.
`5. Have an authorized person sign the signature page of this agreement. If your company requires more than one
`authorized signatory, duplicate the signature page for each required signature for both copies of the agreement.
`6. Mail a copy OR email a PDF of the executed agreement to the contact address below. If mailed, send two signed
`copies and one completed copy will be returned for your records.
`Khronos Group Member Services
`Khronos Group Inc, 9450 SW Gemini Drive #45043, Beaverton, OR 970088-6018, USA
`memberservices@khronos.org
`Voice mail: +1 (415) 869-8627
`7. You may pay by check made out to the ‘Khronos Group Inc.’ at the address above or by wire:
`ABA# 121000248, Account Number 7731821745
`Wells Fargo Bank, 150 North Santa Cruz Avenue, Los Gatos CA 95030 USA
`Tel: +1 (408) 354-6512
`Your Adopter Privileges will commence when Khronos has acknowledged receipt of the executed agreement and
`associated fees for the selected specifications.
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`Khronos Group Adopters Agreement
`This Khronos Adopter Agreement (“Agreement”) is entered into by and between The Khronos Group Inc.
`(“Khronos”), and the undersigned sponsoring organization, (“Adopter”), by and through their authorized
`representatives as of the Effective Date which is the later of the last date of signature on the signature page below.
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`1. Purpose and Scope
`Khronos has created conformance tests and associated documentation for its Specifications and defined a process
`by which implementations of Specifications may be tested and verified as conformant. This Agreement contains a
`source license to conformance test software; a trademark license under which an Adopter may use trademarks in
`connection with conformant implementations; and an optional Reciprocal Patent License under which Adopter
`exchanges licenses to essential intellectual property for adopted Specifications with other Adopters and Khronos
`members.
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`2. Definitions
`Throughout this Agreement and Attachments, the following terms when capitalized shall have the following
`meanings:
`“Adopters Package” means the collection of software and documentation, including Test Source, made available
`to Adopters by Khronos for Specifications.
`“Affiliate” means any entity that is directly or indirectly controlled by a party to this Agreement. 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 an entity; or (b) greater than fifty percent (50%) of the ownership interest representing the right to
`make the decisions for such entity.
`“Binary Program” means program(s) provided in the Adopters Package in Binary form.
`“Confidential Information” shall include the Adopter’s Package and all other materials provided by Khronos to
`Adopter and not specifically designated as non-Confidential by Khronos, including any source code, passwords and
`all test results submitted by Adopter. Notwithstanding the above, Confidential Information will not include any
`information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b)
`rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving
`party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently
`developed by employees of the receiving party; (e) generally made available to third parties by the disclosing party
`without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper
`jurisdiction; provided, however, in such instance, the Adopter having received the Confidential Information will
`provide prompt notice to Khronos in order to facilitate Khronos’ legal intercession.
`“Marks” means the trademarks associated with Specifications as defined in the Process Document.
`“Mark Owner” shall mean Khronos for all Marks except for: Silicon Graphics, Inc. which owns all right, title, and
`interest to the marks “OpenML”, “OpenGL,” and “OpenGL ES” and has registered or has filed an application to
`register “OpenGL” in numerous countries worldwide including the United States, and has registered “OpenML”
`with the U.S. Patent and Trademark Office, and has sub-licensed the aforesaid Marks for use by Khronos; and
`Apple Inc. which owns all right, title, and interest to the mark “OpenCL” which is used by permission by Khronos.
`“Member” means an entity that has executed a Khronos Contributor Associate Agreement or the Khronos
`Promoters Participation Agreement and has not withdrawn its membership.
`“Process Document” means the current version of the Khronos Conformance Test Process Document as posted on
`the Khronos website.
`“Products” means actual products, whether hardware, software, or combinations thereof.
`“Reciprocal Patent License” means the optional reciprocal patent license entered into by Adopter under to the IP
`Rights Policy defined in Attachment A.
`“Residuals” means information in non-tangible form which may be retained in the minds of persons who have had
`access to the Adopter’s Package, including ideas, concepts, know-how or techniques contained therein.
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`“Specifications” means the Khronos specifications selected on the signature page of this agreement.
`“Test Source” means the source code for the conformance tests for Specifications.
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`3. Khronos Membership
`3.1. Membership Not Required
`It is not necessary for an Adopter to be a Member. If Adopter becomes a Member, then any reduced Adopter Fees
`as defined in the Process Document become available on execution this Agreement after the date of
`commencement of membership. No refunds shall be provided for Adopter Fees received before Adopter becomes
`a Member.
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`4. Adopter Fees
`4.1. Payment of Fees
`Upon execution of this Agreement the Adopter Fees as defined in the Process Document for Specifications shall be
`due to Khronos by any Adopter. No access to any Adopters Package shall be provided until the applicable Adopter
`Fees due for Specifications have been received by Khronos. No refunds shall be provided for Adopter Fees received
`under this Agreement under any circumstances.
`4.2. Adopter Package Access
`In return for these Adopter Fees Khronos will provide the Adopter access to the Adopters Packages for
`Specifications and enable the Adopter and its Affiliates to make submissions as defined in the Process Document
`for Specifications.
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`5. Conformance Process
`5.1. Compliance with Process Document
`Adopter agrees to comply with the Process Document before claiming or otherwise indicating or implying
`conformance with any Specification for any Product. Adopter warrants that all information supplied by Adopter
`and its Affiliates under the process defined in the Process Document, including information about Products, shall
`be accurate to the Adopters best knowledge.
`5.2. Process Updates
`Adopter acknowledges that the Process Document may be amended and updated at any time by Khronos in its
`sole discretion. Under no circumstance will Process Document updates invalidate the conformance for any Product
`that is conformant under an earlier version of the Process Document.
`5.3. Notices for Process Updates
`Khronos will distribute notices of any updates to the Process Document to an electronic mailing list to which the
`Adopter shall be added. It is, however, incumbent on the Adopter to provide Khronos with the Adopter’s correct
`email address and, should this address change, provide notice to Khronos of any new email address.
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`6. Reciprocal Patent License
`6.1. Optional Acceptance and Grant of License
`An Adopter that is not a Member shall indicate whether it accepts or declines the Reciprocal Patent License, as
`defined in Attachment A to this Agreement, for Specifications by signing the appropriate box on the signature page.
`The signing of the Adopters Agreement by a Member does not affect Adopter’s exclusion from and declination of
`the Reciprocal Patent License resulting from the Adopter’s Membership Agreement, Exclusion Certificates, and IP
`Disclosure Certificates.
`6.2. Limitation on Limited Patent License
`The Reciprocal Patent License is effective only for so long as, and only to the extent that, Adopter’s Product(s) that
`purport to be implement the Specifications are conformant with the Specifications as defined in the Process
`Document.
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`7. Test Source and Binary Program License
`7.1. Purpose
`Within ten (10) business days of the Effective Date of this Agreement and receipt by Khronos of relevant Adopter
`Fees, Khronos shall make the Adopters Package, including any updates, electronically available to Adopter and its
`Affiliates.
`7.2. Test Source License
`Unless covered by a separate agreement included with the Test Source, Adopter and its Affiliates shall have a non-
`exclusive, nontransferable, royalty free license to internally use and modify the Test Source for the sole purpose of
`administering the test to Adopter’s or Adopter’s Affiliate’s Products pursuant to the Process Document.
`7.3. Binary Program License
`Unless covered by a separate agreement included with the Binary Program, Adopter and its Affiliates shall have a
`non-exclusive, non-transferable royalty-free license to internally use Binary Program for the sole purpose of
`administering the test to Adopter’s Products pursuant to the Process Document.
`7.4. No Redistribution Rights
`Except as permitted under a separate agreement included with the applicable code, Adopter and its Affiliates have
`no right to sublicense the foregoing rights to any third party. This Agreement does not give Adopter the right to
`publicly perform or publicly display the Adopters Package.
`7.5.
`Indemnification
`Subject to the provisions of Clause 11.12 (Limitation of Liability) Adopter agrees to indemnify and hold Khronos,
`and each of their respective officers, directors, affiliates, employees and agents, harmless from and against any
`damages, liabilities, losses and expenses, including, without limitation, reasonable attorneys' fees and amounts
`paid in settlement of any claim, of any kind or nature whatsoever, which may be sustained or suffered as a result
`of any use by Adopter of the Adopters Package in violation of the terms and conditions of this Agreement,
`including, without limitation, any act or omission, which causes or is alleged to cause harm or a violation of any of
`the rights of any third party.
`7.6. Ownership Rights
`Adopter receives no ownership interest in or title to any Khronos, Khronos Licensor or other Mark Owners
`intellectual property in the Adopters Package including APIs, libraries, documentation, specifications, or derivatives
`thereof, Marks or other designs provided by Khronos hereunder as a result of Adopter’s possession of the
`Adopters Package. Adopter shall provide Khronos with all Adopter’s modifications to the Test Source, and Adopter
`transfers, assigns, and hereby does assign to Khronos all rights, title, and interest to any such modifications to the
`Test Source. For avoidance of doubt, the previous sentence is not intended to include any other Adopter software
`and/or libraries that may be combined with or linked to the Test Source. Khronos (and its licensors, if any) reserve
`all rights not expressly granted.
`7.7. No Other Rights
`Except as otherwise expressly provided herein, no license or rights in the Adopters Package, APIs, libraries,
`documentation, specifications, or derivatives thereof, Marks, or other designs, software, trademarks, or other
`intellectual property are provided hereunder, either expressly or by implication, estoppel or otherwise.
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`8. Trademark License
`8.1. Conditional Trademark License
`Subject to the terms and conditions set forth herein, Khronos grants to Adopter and its Affiliates the right use the
`Marks as defined in the Process Document for Specifications, world-wide, solely with conformant Product(s) as
`defined in the Process Document. In the event that Products contain multiple programs or drivers, the Marks may
`only be used in reference to those programs or drivers that are conformant. An Adopter may only use Marks
`associated with optional functionality profiles described in the Process Document on Products that are conformant
`with those profiles. Khronos warrants that it has all necessary rights to grant to Adopter this license to use the
`Marks.
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`8.2. Trademark Indemnification
`Adopter agrees to indemnify and hold Mark Owners, and each of its respective officers, directors, affiliates,
`employees and agents, harmless from and against any damages, liabilities, losses and expenses, including, without
`limitation, reasonable attorneys' fees and amounts paid in settlement of any claim, of any kind or nature
`whatsoever, which may be sustained or suffered as a result of any use by Adopter of the Mark in violation of the
`terms and conditions of this Agreement, including, without limitation, any act or omission, which causes or is
`alleged to cause harm or a violation of any of the rights of any third party.
`8.3. Adopter Covenants
`(i) Adopter acknowledges that Mark Owner is the owner of all of its right, title and interest in and to the Marks that
`and that the Mark Owner is the owner of its goodwill attached or which shall become attached to the Marks. All
`uses of the Marks, for trademark ownership purposes, shall inure to the benefit of Mark Owner. Adopter shall not
`do any act or thing to knowingly adversely affect any rights of Mark Owner in and to the Marks or any registrations
`thereof or which, directly or indirectly, will reduce the value of the Marks or detract from its reputation. In the
`event Adopter’s employees participating in Khronos activities become aware of what they believe to be
`unauthorized use of the Marks by a third person, Adopter shall use reasonable efforts to notify Khronos of such
`use.
`(ii) Adopter acknowledges that the Marks may have acquired a valuable secondary meaning and goodwill with the
`public, and that Products bearing or associated with the Marks have acquired a reputation of highest quality.
`Accordingly, notwithstanding any provision in this Agreement to the contrary, Adopter undertakes and agrees not
`to knowingly use the Marks in any manner which, directly or indirectly, would derogate or detract from its
`reputation.
`(iii) Adopter acknowledges and agrees that any threat or challenge to the quality or reputation of the Marks or
`goods or services sold under the Marks, or any misuse of the Marks under the terms of this Agreement, presents a
`potential for irreparable harm, and that a potential of irreparable harm could exist in such circumstances sufficient
`to warrant a grant of injunctive relief.
`8.4. Quality Control
`Mark Owner retains the right to disapprove of any use by Adopter of the Marks in the event that Adopter does not
`pass the requisite conformance testing or uses the Marks out of compliance with applicable guidelines as defined
`in section 8.6; provided, however, Mark Owner shall not unreasonably disapprove of any such use. Adopter agrees
`to change or discontinue (at Mark Owner’s option) use of the Mark immediately upon Mark Owner’s request.
`8.5. Non-assertion of Rights in Marks
`Adopter shall not represent that it has ownership in the Marks and acknowledges that use of the Marks shall not
`create any right, title or interest in the Marks beyond the license rights granted herein; and Adopter shall never
`challenge Mark Owners ownership of or the validity of the Marks or any application by Mark Owner for
`registration thereof or any rights of Mark Owner therein. Adopter agrees not to assert against Khronos or any
`Member any trademark, trade name, or similar rights (a) that Adopter has now in the names Khronos, Khronos
`Group or the Marks, or (b) that Adopter may obtain in the names Khronos, Khronos Group or the Marks, provided
`that Khronos applies for such marks in good faith and not to the detriment of Adopter. Adopter will not use or
`adopt any trademarks for any product, service, or specification likely to cause confusion with the Marks. For
`avoidance of doubt, the previous sentence shall not apply to any marks contributed by the Adopter to, and
`intended to be licensed through, Khronos.
`8.6. Use of Trademarks
`Adopter and its Affiliates shall use the Marks strictly in compliance with applicable legal requirements and in
`accordance with then-current and applicable standard trademark use guidelines issued by Mark Owners and
`Khronos, and currently located at http://www.khronos.org/trademark_guidelines, as necessary to preserve and
`protect the validity, value, and enforceability of the Mark.
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`9. Confidential Information
`9.1. Non-Confidential Information
`Any Test Source that is made publicly available by Khronos under open-source license terms is not confidential.
`Additionally, Adopter agrees that the execution of this Agreement and the identification of Adopter’s Products as
`conformant is not confidential. Khronos may make conformance information regarding the above publicly
`available on the Khronos web site but will not otherwise publicly comment on the Products without Adopters prior
`written approval.
`9.2. Confidentiality Obligation
`Confidential Information is provided hereunder solely for the purpose of facilitating the relationship described in
`this Agreement and the parties agree not to use any information for any purpose except as contemplated by this
`Agreement. The use and access to Confidential Information shall be limited by the parties to their respective
`employees that need to know such Confidential Information for the purposes of carrying out their respective
`obligations under the Agreement. Recipient shall use the same degree of care, but no less than a reasonable
`degree of care, to protect against the unauthorized disclosure of Confidential Information as it uses to protect its
`own confidential information.
`9.3. Notices and Legends
`The receiving party (“Recipient”) shall reproduce and include in all copies of Confidential Information prepared by
`the disclosing party (“Discloser”) the copyright notices and proprietary legends of Discloser as they appear therein
`as furnished to Recipient by Discloser. Recipient shall not remove any proprietary, copyright, mask work, trade
`secret or other legend from any form of Confidential Information.
`9.4. Return of Confidential Information
`Upon Termination, Adopter will destroy or return to Khronos all tangible and intangible copies of Confidential
`Information that are in its possession. The forgoing provisions shall not require Licensee to purge its back up or
`archival tapes created automatically as part of its corporate IT policy provided that Licensee does not access or
`reinstall any versions of the Confidential Information from the back up or archival tapes.
`9.5. Residuals
`Adopter and its Affiliates are free to use for any purpose the Residuals resulting from access to or work with the
`Adopter’s Package provided that it maintains the confidentiality of the Adopter’s Package as provided herein.
`Adopter and its Affiliates have no obligation to limit or restrict the assignment of persons with access to Adopter’s
`Package or to pay royalties for any work resulting from the use of the Residuals. However, the foregoing does not
`grant a license to any patents or copyrights held by Khronos or Khronos Members.
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`10. Term and Termination
`10.1. Term
`The term of this Agreement will begin on the Effective Date and will continue indefinitely unless terminated
`pursuant to this Section.
`10.2. Adopter Termination
`Adopter may terminate this Agreement at any time by providing written notice to Khronos.
`10.3. Termination of Portions of the Agreement by Khronos
`Adopter recognizes that certain rights granted hereunder are third party rights being passed through, sub-licensed
`or otherwise granted by Khronos. Accordingly, it is specifically provided that Khronos may terminate any portion of
`this Agreement at any time as to any portion of the Adopters Package, upon the termination of Khronos’ right with
`respect to that portion, or if Khronos has reasonable grounds, without any admission of liability to believe that any
`of the technology licensed hereunder infringes the rights of any third party.
`10.4. Termination through Insolvency
`This Agreement shall terminate immediately if Adopter: (i) becomes insolvent; (ii) has a receiver is appointed for it
`or its property; or (iii) commences voluntary or involuntary bankruptcy proceedings (in the event of an involuntary
`filing, provided such proceeding has not been vacated or set aside within sixty (60) days of commencement).
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`10.5. Termination through Breach
`This Agreement may be terminated by either party immediately upon receipt of notice in writing if the other party
`commits any material breach of obligations contained herein and such breach is not cured within thirty (30) days
`of written notice thereof.
`10.6. Rights after Termination
`In the event of termination, except as set forth in 10.7 & 10.8 below, all rights granted hereunder shall revert to
`Khronos and/or its Licensors and Adopter shall cease and desist all use of the Adopters Package and shall destroy
`all full or partial copies of the Adopter’s Package in Adopter’s possession, in accordance with Clause 9.4 above, and
`shall warrant to Khronos in writing by an officer of Adopter as to such destruction. Adopter’s failure to comply with
`the obligations of this Section shall constitute unauthorized use of the Adopters Package, entitling Khronos to
`equitable or other relief.
`10.7. Remaining License Terms
`Any Reciprocal Patent Licenses that were granted by and to Adopter prior to termination will remain in full force
`and effect. Unless the Agreement was terminated by Khronos due to Adopter’s breach, the license to use the
`Marks on conformant Product(s) submitted by Adopter prior to the termination date will remain in full force and
`effect
`10.8. Survival
`In addition, the following terms and conditions of this Agreement will survive termination or expiration of this
`Agreement: Sections 2, 7.5, 7.6, 7.7, 9, 10 & 11.
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`11. General
`11.1. Assignment
`Neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or
`otherwise transferable by the Adopter without the prior written approval of Khronos, provided however, that this
`Agreement may be assigned by the Adopter to a purchaser of all, or substantially all, of that Adopter’s business or
`assets, whether by merger, sale of assets, sale of stock, or otherwise without such approval.
`11.2. No Other Rights
`No license, rights or title in or to any software or any intellectual property are provided hereunder, either expressly
`or by implication, estoppel or otherwise, except as expressly provided in this Agreement.
`11.3. No Agency
`The parties hereto are independent parties, and nothing herein shall be construed to create an agency, joint
`venture, partnership, or other form of business association between the parties hereto.
`11.4. Export
`Adopter agrees that it will not export or re-export any portion of the Adopters Package (or any copies thereof) in
`violation of any applicable laws or regulations of the U.S. or the country in which they were obtained.
`11.5. Notices
`Any notices under this Agreement shall be sent by a) registered mail; b) tracked overnight carrier or c) email
`transmission where the recipient specifically replies to acknowledge receipt. For the purposes of notice sent under
`Clause 11.5 c) a notice sent by email shall be considered notice in writing. All notices shall be sent to the parties at
`their respective addresses listed on the signature page or at such addresses as the parties may later specify by
`notice.
`11.6. Governing Law
`This Agreement shall be governed by and interpreted in accordance with the laws of the State of California,
`excluding its choice of laws rules. The parties hereby agree that any dispute regarding the interpretation or validity
`of, or otherwise arising out of, this Agreement shall be subject to the exclusive jurisdiction of the California state
`courts of Santa Clara County, California (or, if there is federal jurisdiction, the United States District Court for the
`Northern District of California, San Jose), and the parties agree to submit to the personal and exclusive jurisdiction
`and venue of these courts.
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`11.7. No Rule of Strict Construction
`Regardless of which party may have drafted this Agreement, no rule of strict construction may be applied against
`any party.
`11.8. Severability
`If any provision of this Agreement will be invalid or unenforceable in any respect for any reason, the validity and
`enforceability of the remaining provisions of this Agreement will not be in any way impaired.
`11.9. Non-waiver
`The failure of either party to enforce at any time any of the provisions hereof shall not be construed to be a waiver
`of the right of such party thereafter to enforce any such provisions, except as expressly provided herein.
`11.10. Complete Agreement
`This Agreement constitute the complete and exclusive statement of the agreement between the parties, and
`supersedes all previous agreements, proposals, oral or written, and all other communications or understandings
`between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has not
`relied upon any representation or statement not contained herein. This Agreement shall not be modified,
`amended or in any way altered except by an instrument in writing signed by the Adopter and Khronos hereto.
`11.11. No Warranty
`ALL PARTIES ACKNOWLEDGE THAT ALL INFORMATION PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY
`SPECIFICATIONS AND CONTRIBUTIONS, ARE PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS
`WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE PARTIES EXPRESSLY DISCLAIM
`ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SECURITY, SATISFACTORY QUALITY, NON-INFRINGEMENT
`INCLUDING NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR ANY
`PARTICULAR PURPOSE, ERROR-FREE OPERATION, OR ANY WARRANTY OR CONDITION OTHERWISE ARISING OUT
`OF ANY PROPOSAL, CONTRIBUTION, SPECIFICATION, OR SAMPLE.
`11.12. Limitation of Liability
`IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,
`SPECIAL OR EXEMPLARY DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY, CONDITION OR OTHERWISE,
`ARISING IN ANY WAY IN RELATION TO THIS OR ANY OTHER RELATED AGREEMENT, WHETHER OR NOT SUCH PARTY
`HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, KHRONOS’ AND ADOPTER'S
`TOTAL LIABILITY IN CONNECTION WITH CLAIMS RELATED TO THIS AGREEMENT SHALL NOT EXCEED $100,000.
`11.13. Authority to Sign
`The person signing on behalf of Adopter hereby represents and warrants that he/she has the appropriate
`authorization to bind the Adopter in this Agreement.
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`Khronos Adopters Agreement Signature Page
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`For Khronos
`9450 SW Gemini Drive #45043,
`Beaverton, OR 97008-6018 USA
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`For Adopter
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`Adopted Specifications
`One-time Fee
`□OpenGL ES 3.2 □OpenGL 4.5 □OpenGL 4.6 □OpenGL SC 2.0 □WebGL 2.0 □OpenVG 1.1
`□OpenCL 1.2 □OpenCL 3.0 □SYCL 1.2.1 □OpenXR 1.0 □OpenVX 1.3 □Vulkan SC 1.0
`□ Vulkan (all versions)
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`Subscription Fee
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`Other: ____________________________________________________________
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`Any Adopter not a Member on the Effective Date must sign one of the entries below:
`Adopter ACCEPTS Limited Patent License
`Adopter DECLINES Limited Patent License
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`Authorized Adopter Signatory
`Authorized Adopter Signatory
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`Khronos Adopters Agreement V25 Jan22
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`Case 2:22-cv-00134-JRG-RSP Document 69-1 Filed 03/09/23 Page 11 of 13 PageID #:
`1148
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`Attachment A
`Khronos Group Adopter Intellectual Property (“IP”) Rights Policy
`Definitions
`“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a
`party to this agreement, so long as such Control exists.
`“Compliant Portion” means a portion of a product, where such portion is fully compliant with all relevant portions
`of a Ratified Specification. Any portion of a product that is not fully compliant with all relevant portions of a
`Ratified Specification shall not constitute a Compliant Portion.
`“Contribution” means verbal or written information submitted to Khronos for the purpose of consideration and
`adoption by Khronos for inclusion in a Draft Specification.
`“Control” means direct or indirect ownership of or the right to exercise (a) greater t