Common use of Software Development Kit Clause in Contracts

Software Development Kit. 1.1.1 Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Dialog hereby grants to Licensee, under Dialog’s (and Dialog’s licensors’) intellectual property rights embodied in the Software Development Kit (‘SDK’), the following non-exclusive, non- transferable, revocable (in accordance with the provisions hereof), royalty-free, fully paid-up, worldwide rights, without the right to sub-license (except as expressly permitted in this Agreement), and solely for the Permitted Use: a. to develop, at its own expense and risk, applications making use of the SDK and embedding the same into Dialog ICs; b. to modify the Sample Source Code related to the SDK to the extent necessary for customization of the applications, solely as limited by this Agreement and solely in relation to Dialog ICs; c. to manufacture or have manufactured Licensee’s products incorporating the developed applications into Dialog ICs, and market, sell and distribute such applications as integrated into Dialog ICs, on a worldwide basis to the end user, directly or indirectly; d. Licensee may distribute the Sample Source Code related to the SDK, including any applications (whether modified or unmodified), as a standalone product to Licensee’s customers or contractors (who shall not have the right to sublicense or further distribute the Sample Source Code), provided such distribution is solely in order to exercise Licensee’s rights under this Agreement (such parties are hereinafter referred to as “Authorized Third Parties”). Licensee shall ensure (and shall conclude suitable agreements so that any Authorized Third Parties shall ensure) that access to the Sample Source Code shall only be provided to those within its organization on a “need to know” basis.