If I am a Client Adopter licensee, and subcontract with a hardware manufacturer to provide components for my Marlin implementation, does my subcontractor need to sign the Client Adopter agreement as a component manufacturer?

No. Your subcontractor does not need to sign the component manufacturer addendum as long as:

  • The hardware manufacturer is not providing you with a licensed component, as described in Sect. 1.62 of the Client Agreement:

“Licensed Component(s)” means a component(s), such as an integrated circuit, circuit board, or software module that (i) is manufactured or distributed under valid Marlin Client Agreement; (ii) is designed solely to be assembled into a Licensed Product or Robust Licensed Component, and (iii) embodies some or all portion of the Marlin Specification, but which by itself is neither Compliant nor Robust.

  • The hardware manufacturer is subcontracted by you, with a contractual agreement that adheres to Section 2.1 (f) of the Client Adopter Agreement, whereby the:

“Client may conclude a written, binding agreement with any such subcontractor that effectively imposes on that entity such obligations to ensure that neither Client nor its subcontractor commits any breach of this Agreement, and may provide therein that the MTMO is a third party beneficiary of all subcontractors’ obligations imposed pursuant to this Section, but that the MTMO has no obligation whatsoever to subcontractor. Client shall take such actions as are reasonably necessary to secure compliance of its subcontractor with Clients obligations imposed under this Agreement, and shall be fully responsible under this Agreement for any breach or failure thereof by its subcontractor as if such breach or failure were the direct act of Client. Client acknowledges that the MTMO’s third party beneficiary rights, if any, with respect to such breaches or failures of its subcontractor do not in any way limit or diminish Client’s obligations under this Agreement or this Section, including without limitation the immediately preceding sentence.”