The undersigned licensee (“Licensee”), the SD-3C LLC and SD Card Association
(“SDA”) hereby enter into this Rescission Agreement (this “Agreement”) effective as of
the date this Agreement is executed by SDA, individually and as agent on behalf of the
SD-3C LLC (the “Rescission Date”).
Licensee and the SD-3C LLC previously entered into an SD Host/Ancillary Product
License Agreement effective as of __________________, 200_ (the “Prior Agreement”).
Now, therefore, Licensee and the SD-3C LLC hereby mutually rescind the Prior
Agreement in all respects, it being understood and agreed that there shall be no remaining
or surviving obligations for either Licensee or SD-3C LLC thereunder, notwithstanding
any provisions to the contrary contained in the Prior Agreement. All obligations
contained in the Prior Agreement for both Licensee or SD-3C LLC are fully extinguished
and released in favor of the New Agreement referenced below. The fees paid by Licensee
pursuant to the Prior Agreement shall not be returned to Licensee.
Concurrently with the execution of this Agreement, Licensee, SD-3C LLC and SDA
have entered into a new SD Host/Ancillary Product License Agreement (the “New
Agreement”), which shall supercede the Prior Agreement in all respects. The fees paid
by Licensee pursuant to the Prior Agreement shall be applied to the initial fee
requirements set forth in Sections 7.1 and 7.2 of the New Agreement. Accordingly, the
initial fees specified in Sections 7.1 and 7.2 of the New Agreement are hereby waived;
provided, however, that Licensee shall remain liable for the payment of subsequent
annual fees as provided in the New Agreement.
This Agreement shall be governed and construed according to the laws of the State of
California, as if this Agreement were wholly executed and wholly performed within such
State, and without reference to the conflicts of laws principles thereof.
All disputes between the parties hereto arising out of or in connection with the
interpretation or execution of this Agreement, shall be finally settled by the federal or
state courts located in the County of Santa Clara in the State of California; and each party
to this Agreement hereby: (i) irrevocably consents to the exclusive jurisdiction of such
courts for the resolution of such disputes; (ii) irrevocably consents to the service of
process of said courts in any such dispute by personal delivery or mailing of process by
registered or certified mail, postage prepaid, at the respective address set forth in the New
Agreement; (iii) irrevocably waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in such courts or to the convenience or
inconvenience of conducting or pursuing any action or proceeding in any such court; and
(iv) irrevocably waives any right to a trial by jury regarding the resolution of any disputes
between the parties hereto arising out of or in connection with this Agreement.
In witness whereof, the parties have executed this Agreement by their duly authorized
representatives as of the Rescission Date.
Licensee SD-3C LLC
[Insert Legal Entity Name of Licensee]
Name: _________ Name:_______________
Title:_________________ Title: as signatory Agent
of SD-3C LLC
SD Card Association
Name: Kerry Christensen
Title: Executive Director