AAF Public Source License

AAF SDK PUBLIC SOURCE LICENSE AGREEMENT

THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND THE CONTRIBUTORS TO THE ADVANCED AUTHORING FORMAT SOFTWARE DEVELOPMENT KIT ("AAF SDK"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE AAF SDK. THE CONTRIBUTORS ARE WILLING TO LICENSE THE AAF SDK TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN THE CONTRIBUTORS ARE UNWILLING TO LICENSE THE AAF SDK TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION WILL NOT PROCEED. YOU AGREE THAT YOUR USE, INSTALLATION OR COPYING OF THE AAF SDK ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.ANY THIRD PARTY SOFTWARE THAT MAY BE PROVIDED WITH THE AAF SDK IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT.

1. Definitions

1.1.	"AAF SDK" means the Original Code and any Modifications thereto.
1.2.	"Adopter of AAF" means any individual or entity (and its Affiliates) that has accepted the terms and conditions and has executed a copy of the Adopters' Agreement as set forth in Exhibit B, and has delivered the executed copy to one of the Promoters.
1.3.	"Affiliate" is an entity which directly or indirectly controls, is controlled by, or is under common control with another entity, so long as such control exists. "Control" means beneficial ownership of more than fifty percent of voting stock or equity in an entity.
1.4.	"Agreement" means this document.
1.5.	"Contributor" means any individual or entity (and its Affiliates) that makes Modifications to the AAF SDK, including the Initial Developer.
1.6.	"Contributor Version" means the AAF SDK including the Modifications made by a Contributor, whether in Executable form or Source Code.
1.7.	"Executable" means computer program code in any form other than Source Code.
1.8.	"Initial Developer" means the individual or entity (and its Affiliates) identified as the Initial Developer in the notice set forth in Exhibit A.
1.9.	"Larger Work" means a work that combines Original Code and/or Modifications, or portions thereof, with computer program code not governed by the terms of this Agreement.
1.10.	"Modification" means any addition to or deletion from the substance or structure of either the Original Code or any other Modification, or any addition to or deletion from the contents of a file containing Original Code or other Modification, or any new file that contains any part of the Original Code or other Modification.
1.11.	"Original Code" means the AAF SDK Source Code containing the notice set forth in Exhibit A that is first distributed under this Agreement by the Initial Developer.
1.12.	"Source Code" means the preferred form of a computer program for making modifications to it, including all modules it contains, plus any associated interface definition files, or scripts used to control compilation and installation of an Executable.
1.13.	"Standard" means the Advanced Authoring Format (AAF) as defined in the AAF Specification, and any Updates thereto, authored, adopted, and published by the Promoters of AAF. Information about the Standard is available from the Standards body.
1.14.	"Standards Body" means the AAF Association, or its successor in interest, or any successor appointed by the AAF Association for the purpose of maintaining the Standard and the AAF SDK, and its Affiliates.
1.15.	"You" (or "Your") means an individual or a legal entity named at the end of this Agreement, and its Affiliates.

2. License Grant. Subject to the terms and conditions of this Agreement, each Contributor hereby grants You a worldwide, royalty-free, nontransferable, nonexclusive license:

2.1	under copyrights, to reproduce and prepare derivative works of the AAF SDK solely for your internal purposes.
2.2	under copyrights, and subject to the Distribution Requirements of Section 3 below, to combine the AAF SDK with other computer program code not governed by the terms of this Agreement to create a Larger Work, and to distribute the AAF SDK compiled in Executable form only as linked into such a Larger Work. Such Larger Work may be distributed if and only if the AAF SDK so compiled and linked to the Larger Work complies with all requirements of the Standard and all other requirements set out by the Standards Body that are in effect sixty (60) days before such distribution or sixty (60) days prior to withdrawal by You as an Adopter; and
2.3	under a claim of any patent or patent application licensable by the Contributor and necessarily infringed by the making, using, selling, offering for sale or importing of its Contributor Version, to make, use, sell, offer for sale and import, the Contributor Version of such Contributor in Executable form only as linked into a Larger Work. This patent license shall apply to a claim of a patent licensable by a Contributor only if, at the time the Contributor delivers to the Standards Body its Contributor Version, the Contributor Version necessarily infringes the claim, and, in the event of withdrawal by You as an Adopter, only to the extent You have used the Contributor Version sixty (60) days prior to such withdrawal. No license under any claim of any patent is granted: 1) for code that You delete from the AAF SDK; 2) separate from the AAF SDK; or 3) for infringements caused by: i) Your Modifications of the AAF SDK or ii) the combination of the AAF SDK with other software or devices, including but not limited to Your Modifications or any Larger Work. Nothing in this patent license shall be deemed to alter the patent license granted by You or any Contributor in the Adopter's Agreement.
2.4	Subject to the Distribution Requirements under Section 3 below, under copyrights, to distribute to Adopters of AAF the AAF SDK, and/or Your Modifications and/or Your Contributor Version of the AAF SDK in Source Code form and to grant to such Adopters of AAF the rights granted in this Agreement if and only if Your Modifications and/or Your Contributor Version of the AAF SDK comply with all requirements of the Standard and all other requirements set out by the Standards Body that are in effect sixty (60) days before such distribution.
2.5	No other rights. You neither grant nor receive any license or right to use any trademark, trade name, or maskwork hereunder. Except for the rights expressly provided by this Agreement, a) You shall not have any other rights in the AAF SDK, and b) You neither grant nor receive, by implication, estoppel or otherwise, any rights to any patents, copyrights or other intellectual property rights.

3. Distribution Requirements

3.1	Delivery of Source Code to Standards Body. You agree to deliver to the Standards Body Your Modifications and/or Your Contributor Version in Source Code form within sixty (60) days after You first distribute any Larger Work under Section 2.1 above or after You first distribute Your Modifications and/or Your Contributor Version under Section 2.3 above. You may deliver to the Standards Body Your Modifications and/or Your Contributor Version even if they do not comply with all requirements of the Standard and all other requirements set out by the Standards Body if You also deliver to the Standards Body a description of any deviation from the Standard resulting from Your Modifications.
3.2	Grant Back of Your Modifications to the Standards Body. Subject to the terms and conditions of this Agreement, You hereby grant to the Standards Body a worldwide, nonexclusive, royalty-free license to reproduce and to distribute to Adopters of AAF Your Modifications and/or Your Contributor Version of the AAF SDK in Source Code form under the terms and conditions of this Agreement, and to grant to such Adopters of AAF the rights granted in this Agreement.
3.3	Required Notice in Source Code. You must duplicate or retain the notice in Exhibit A in each file of the Source Code for the AAF SDK. If it is not possible to put such notice in a particular Source Code file due to its structure, then You must include such notice in a file called "LEGAL" in a location (such as a relevant directory) where a user would be likely to look for such a notice. If You created one or more Modification(s) You may add Your name as a Contributor to such a notice in any file containing such Modification(s).
3.4	Required Notice for Larger Works. You must duplicate this Agreement in any documentation for a Larger Work. You must include a notice stating that the Source Code version of the AAF SDK is available from the Standards Body to Adopters of AAF under the terms of this Agreement. The notice and this Agreement must be conspicuously included in the Larger Work, related documentation or collateral in which You describe recipients' rights or ownership rights relating to the AAF SDK.
3.5	Licenses Granted by You for Larger Works. You may distribute a Larger Work under Section 2.1 under a license of Your choice, which may contain terms different from this Agreement, provided that You are in compliance with the terms of this Agreement. If You distribute the Larger Work under a different license, then You must make it absolutely clear that any terms which differ from this Agreement are offered by You alone, not by any Contributor. You hereby agree to indemnify each Contributor for any liability incurred by the Contributor as a result of any such terms You offer. You may choose to offer, and to charge a fee for, warranty, support, indemnity or liability obligations to one or more recipients of a Larger Work. However, You may do so only on Your own behalf, and not on behalf of any Contributor. You must make it absolutely clear than any such warranty, support, indemnity or liability obligation is offered by You alone, and You hereby agree to indemnify other Contributors for any liability incurred by them as a result of warranty, support, indemnity or liability terms You offer.

4. Application of this Agreement. This Agreement applies to code to which a Contributor has attached the notice in Exhibit A.

5. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AAF SDK IS PROVIDED "AS IS" AND WITH ALL FAULTS, AND EACH CONTRIBUTOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE AAF SDK (OR ANY ELEMENT THEREOF), INCLUDING BUT NOT LIMITED ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, QUALITY, LACK OF NEGLIGENCE, LACK OF WORKMANLIKE PERFORMANCE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OR RESPONSES, RESULTS OR PERFORMANCE. WITHOUT LIMITING THE FOREGOING, EACH CONTRIBUTOR HEREBY DISCLAIMS ANY (IF ANY) WARRANTY (A) REGARDING THE ACCURACY OR COMPLETENESS OF THE AAF SDK, AND (B) THAT THE AAF SDK IS APPROPRIATE FOR ANY PARTICULAR USE OR THAT USE OF THE AAF SDK WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE AAF SDK IS WITH YOU. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT. NO DISTRIBUTION OF THE AAF SDK IS AUTHORIZED EXCEPT UNDER THIS DISCLAIMER.

6. Termination.

6.1	By breach. This Agreement and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. Provisions which, by their nature, must remain in effect beyond the termination of this Agreement under this Section 6.1 shall survive. Any license granted by you to any Contributor, the Standards Body or any Adopter of AAF, and any end user license agreement for Larger Works containing or linking to the AAF SDK in Executable form that have been validly granted by You hereunder prior to termination shall continue in full force and shall extend to entities who become Adopters of AAF (and their customers provided in the license) even after such termination. 6.2. Upon Withdrawal by You as an Adopter of AAF. This Agreement and the rights granted hereunder will terminate upon withdrawal by You as an Adopter under the terms set forth in the Withdrawal provisions in the Adopter's Agreement in Exhibit B. Provisions which, by their nature, must remain in effect beyond the termination of this Agreement under this Section
6.2	shall survive. Any license granted by you more than 60 days prior to withdrawal to any Contributor, the Standards Body or any Adopter of AAF, and any end user license agreement for Larger Works containing or linking to the AAF SDK in Executable form that have been validly granted by You hereunder prior to Your withdrawal shall continue in full force and shall extend to entities who become Adopters of AAF (and their customers provided in the license) even after such withdrawal. The license to you under Sections 2.2 and 2.3 shall survive after the date of such withdrawal. No license shall be deemed granted or received by You less than 60 days prior to or after the date of such withdrawal.
6.3	By Cessation of Control of Affiliates. In the event that control of an Affiliate ceases to exist, such Affiliate will be deemed to have withdrawn pursuant to the terms set forth in the Withdrawal provisions in the Adopter's Agreement in Exhibit B, resulting in termination of this Agreement under Section 6.2 above.

7. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY CONTRIBUTOR BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, GENERAL, ECONOMIC, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION), OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF ANTICIPATED PROFITS, IN ANY WAY RELATED TO USE OF OR INABILITY TO USE THE AAF SDK, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF THE CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE SOLE AND EXCLUSIVE REMEDY FOR LACK OF SATISFACTION WITH THE AAF SDK IS TO DISCONTINUE USING THE AAF SDK. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

8. U.S. Government End Users. U.S. Government: If the AAF SDK is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the AAF SDK and accompanying documentation shall be only as set forth in this agreement; this is in accordance with 48 C.F.R. 227.7201 through 227.7202-4 (for Department of Defense (DoD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DoD acquisitions).

9. Miscellaneous. This Agreement and Your executed Adopter's agreement shall constitute the complete and exclusive agreement concerning the subject matter hereof. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof. If any provision of this Agreement is held to be unenforceable for any reason in a jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and such holding shall not affect the enforceability of such provision under other circumstances or in other jurisdictions, or of the remaining provisions hereof under all circumstances. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of any Contributor, its agents or employees, but only by an instrument in writing signed by them. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in the United States of America, any litigation relating to this License shall be subject to the jurisdiction of the Federal Courts of the Commonwealth of Massachusetts, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys' fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.

10. Effective Date. The terms and conditions of this Agreement will become effective and are contingent upon receipt from You by a Promoter of a copy of the Adopter's Agreement in Exhibit B signed by Your authorized representative. This Agreement shall be deemed to be have been entered into subsequent to the effective date of the Adopters' Agreement entered into by You. You hereby represent and warrant that You have full authority to execute this Agreement and grant the licenses set forth herein.

11. In witness of this Agreement, the Adopter has executed this Agreement below:

EXHIBIT A - Required Notice.

The contents of this file are subject to the AAF SDK Toolkit Public Source License Agreement (the "License"); You may not use this file except in compliance with the License. The License is available in AAFSDKPSL.DOC, or you may obtain a copy of the License from the AAF Association or its successor.

Software distributed under the License is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License.

The Original Code is Copyright 1997-2001, Licensor of the AAF Association.

The Initial Developer of the Original Code and the Licensor of the AAF Association is Avid Technology, Inc. All rights reserved.

Portions created by [Contributor name] are Copyright [year], [Contributor name]. All rights reserved.

Contributors and Additional Licensors of the AAF Association: [Contributor name]

EXHIBIT B - Adopter's Agreement

Advanced Authoring Format Adopter's Agreement

This is a patent license agreement among parties wishing to adopt the Advanced Authoring Format Specification. As used in this Agreement:

The "Promoters" are the AAF Association, Microsoft Corporation, Adobe Systems Incorporated, Avid Technology, Inc., Matrox Electronic Systems Ltd., Pinnacle Systems, Inc., Sonic Foundry, Inc., Discreet Logic, Inc., and Sony Corporation.
"Adopter" is the entity named at the end of this Agreement.
"Fellow Adopters" are the Promoters and any other entity which executes a copy of this Agreement and delivers it to one of the Promoters.
"Affiliate" is an entity which directly or indirectly controls, is controlled by, or is under common control with another entity, so long as such control exists. In the event such control ceases to exist, such Affiliate will be deemed to have withdrawn pursuant to the terms set forth in the Withdrawal provisions below. "Control" means beneficial ownership of more than fifty percent of the voting stock or equity in an entity.
"Specification" is the specification entitled Advanced Authoring Format ("AAF") authored, adopted, and published by the Promoters, including any Updates thereto.
"Update(s)" means any new updates, revisions, versions or extensions of the Specification issued and adopted and published by the Promoters.
"Licensee's Product(s)" means a product that implements and complies with the relevant portions of the Specification and any Updates as set forth in the Test Suites.
"Test Suites" means that portion of the Specification or Updates that list the requirements for Licensee's Products to be considered compliant with the Specification or Updates.

The following terms and conditions will become effective and are contingent upon receipt by a Promoter of a copy of this Agreement signed by an authorized representative of Adopter:

Licenses:

Grants of Licenses. The following license has been granted by the Promoters to each other under the terms of the Advanced Authoring Format Promoters� Agreement (copy of which to be attached to the executed copy of this Agreement). Upon Adopter�s execution of this Agreement, it is granted by Adopter to all Fellow Adopters, and the grants of all Fellow Adopters shall extend to Adopter. In each case, the party (Promoter, Adopter, or Fellow Adopter) granting the covenant is referred to as the "Licensor".

Subject to the terms and conditions of this Agreement Adopter and its Affiliates grants to each Fellow Adopter and its Affiliates (together "Licensee"), under any claim of a patent or patent application otherwise infringed directly or indirectly (contributorily or by inducement) and owned by the Adopter or its Affiliates, a non-exclusive, royalty-free, non-transferable, world-wide license (without rights to sublicense except as part of the transfer of a Licensee�s Product to allow use of such product by an end-user) to make, have made, use, sell, offer to sell, license, and import Licensee�s products, where infringement of such claims would not have occurred but for implementation of and compliance with the relevant portions of such Specification and Updates. Such license is contingent on the Licensee�s Product fully complying with a version of the Specification and Updates as determined by passing the Test Suites to the extent required for such a product.

Copyright License. This Agreement also includes a personal, non-exclusive, royalty-free, non-transferable, world-wide, limited license from Promoters to Adopter to use, copy, modify and distribute any copyrighted material in the Specification and Updates only for the purpose of implementing the AAF Specification and Updates to the extent necessary to create a Licensee�s Product . Adopter acknowledges and agrees that Adopter has no right to use or distribute such copyrighted material separate from Licensee�s Product.

Withdrawal

Adopter may withdraw at any time by providing written notice to the Promoters. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter and its Affiliates with respect to the Specification and Updates adopted and published by the Promoters more than 60 days prior to the date of withdrawal shall continue in full force and shall extend to entities who become Adopters (and their Affiliates and customers as provided in the license) even after such withdrawal. Further, the licenses granted to such Adopter and its Affiliates shall continue to apply with respect to the Specification and any Updates adopted and published by the Promoters more than 60 days prior to the date of withdrawal. No license shall be deemed granted or received by such Adopter and its Affiliates as to Updates adopted and published less than 60 days prior to or after the date of such withdrawal.

For compatibility purposes, it is intended that once a particular technology is included in a licensed Specification or Update, if that technology would infringe a particular patent claim but for the rights granted under this Agreement, Promoters and Adopters will be able to continue to use that same technology as set out in the Specification or Update in all future Updates. Thus, a technology that has been licensed by the withdrawing Adopter and included in the Specification or an Update adopted more than 60 days prior to the date of withdrawal of such Adopter, such technology shall continue to be licensed in Updates adopted after the withdrawal to the extent the same patent claims would apply to the technology before the withdrawal as after the withdrawal.

General

No Other Licenses. Adopter neither grants nor receives any license to or right to use any trademark, trade name, or maskwork hereunder. Except for the rights expressly provided by this Agreement, Adopter neither grants nor receives, by implication, or estoppel, or otherwise, any rights under any patents, copyrights, or other intellectual property rights.

Limited Warranty. Adopter hereby represents and warrants that it has full authority to execute this Agreement and grant the licenses set forth herein. In addition, Adopter acknowledges that the Specification is provided "AS IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR OR INTENDED PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, UPDATE, OR SAMPLE.

Damages. In no event will Promoters, Adopter or Fellow Adopters be liable to the other for any loss of profits, loss of use, incidental, consequential, indirect, or special damages arising out of this Agreement, whether or not such party had advance notice of the possibility of such damages.

Publicity. Adopter consents to the public disclosure and use of its name for purposes of publicly promoting the AAF Specification.

Notices. Notices shall be in writing and sent to the Promoters at the following address or at such addresses as the Promoters may later specify by written notice.

For Microsoft

Microsoft Corporation
Assoc. Gen. Counsel (IP)
One Microsoft Way
Redmond, WA 98052

For Adobe Systems

Adobe Systems Incorporated
General Counsel
345 Park Avenue
San Jose, CA 95110-2704

For Avid Technology

Avid Technology, Inc.
Attn: Director, Business Development
Metropolitan Technology Park
Tewksbury, MA 01876

with a copy to:
"General Counsel�s Office" at the same address.

For Matrox

Matrox Electronic Systems
Attn: Video Products Group
VP Product Development
1055 St-Regis Blvd.
Dorval, P.Q. H9P 2T4

For Pinnacle Systems

Pinnacle Systems, Inc.
Attn: Chairman
280 N. Bernardo Ave.
Mountain View, CA 94043

For Sonic Foundry

Sonic Foundry, Inc.
Attn: Development Director
754 Williamson Street
Madison, WI 53703

For Discreet Logic

Discreet Logic, Inc.
[INFORMATION FORTHCOMING]

For Sony Corporation

Sony Corporation
[INFORMATION FORTHCOMING]

Addition of New Promoters. Upon mutual agreement by a majority vote of the Promoters, new companies can be added as Promoters to the AAF Promoters� Agreement. Such new companies will be required to execute a copy of the AAF Promoters� Agreement before gaining Promoter status.

Standards Submission. The Promoters anticipate that the AAF Specification may be submitted to a standards body. As part of such a submission, the Adopter understands that when AAF is accepted as a standard, the Promoters will make the Adopter�s Agreement available for any third party wishing to implement the AAF Specification.

Governing Law. This Agreement shall be construed and controlled by the laws of the State of Washington.

Complete Agreement. This Agreement sets forth the entire understanding between Adopter and the Promoters and supersedes all prior agreements and understandings related hereto.

In witness of this Agreement, the Adopter has executed this Agreement below: