Software License Agreement by and between Airbee Wireless, Inc. and Texas Instruments Incorporated
TI
Confidential
Software
License Agreement by and between
Airbee
Wireless, Inc. and Texas Instruments Incorporated
This
Software License Agreement (“Agreement”) is entered into by and between
Texas
Instruments Incorporated, a
Delaware corporation having its principal place of business at ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (“ T1”), and Airbee
Wireless, Inc., having
its principal place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Airbee"). This Agreement is effective as of earliest date both Parties
have executed it ("Effective Date").
WHEREAS,
Airbee
and TI have
had
extensive discussions wherein it was defined to exchange technical information
and provide TI development kits and modules to allow Airbee to port its 802.15.4
MAC and ZigBee protocol stack to such TI MSP430 microcontrollers;
and
WHEREAS,
this
no
cost license applies only to the aforementioned microcontrollers;
and
WHEREAS,
effort
has been expensed by the parties to effect such hardware and software
integration;
THEREFORE,
the
combination of such technologies is expected to have material commercial benefit
to the Parties and the terms herein define the business relationship of the
Parties.
In
consideration of the mutual promises thereby and herein contained and other
good
and valuable consideration, the receipt and sufficiency of which the Parties
hereby acknowledge, the Parties hereto agree as follows:
1. Definitions
When
used
in this Agreement, capitalized terms (in singular or plural form, as applicable)
have the meanings as set forth in this Section 1 and elsewhere in this
Agreement.
1.1 “Party”
means either Texas Instruments Incorporated or Airbee Wireless,
Inc.
1.2 “
Parties” means Texas Instruments Incorporated and Airbee Wireless,
Inc.
1.3 “Defect”
shall mean an error in the Software that results in the Software not performing
in some material respect according to the applicable
Documentation.
1.4 “Deliverable”
means any material in tangible or intangible form that is specified to be
delivered by Airbee to TI under this Agreement, including: (a) any work of
authorship, idea, procedure, process, system, method, concept. principle,
discovery, invention, art, machine, manufacture, composition of matter,
improvement, formula, pattern, device, compilation, information, list, article,
code, matter, program, technique, apparatus, algorithm, design, circuitry,
hardware, firmware, software, product, or data, regardless of whether patentable
or copyrighted or neither; and (b) any portion, copy, and extract of such
material, regardless of its media and any subsequent versions and such material,
if any.
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1.5 “Documentation”
means documentation (in hardcopy form or electronic form) related to the
Software and updates to such documentation that Airbee makes
available.
1.6 “Escrow
Agreement” means an agreement entered into by the Parties and containing terms
substantially similar to those in Exhibit A.
1.7 “Airbee
Intellectual Property Rights” means all patents, patent applications,
copyrights, trade secrets, and other intellectual property rights in all
countries of the world that, during the terms of this Agreement, are owned
by
Airbee or licensed to Airbee with the right to grant sublicenses of the scope
granted herein, if any.
1.8 “Airbee
Source Code” means the human readable version of the Software, in printed or
electronic form, which would enable a person reasonably skilled in computer
programming and in possession of such version to use, modify, maintain and
compile the Software.
1.9 “Licensed
Products” means the Software and all related Documentation. The Licensed
Products include computer programming code, any Software Updates and all
enhancements and modifications thereto.
1.10 “Release
Condition” means the same as it is defined in the Escrow Agreement.
1.11 “Software”
means the Airbee-limited feature 4 node ZNS Lite software provided to TI in
object format only and Software Updates.
1.12 "Software
Updates" shall mean program updates (including cumulative updates containing
corrections) and new system versions and releases containing enhancements and
modifications to the Licensed Products provided by Airbee pursuant to this
Agreement.
2. Relationship
2.1 Relationship
Managers.
Each
Party will designate a relationship manager. “TI’s
Relationship Manager”
is
▇▇▇▇
▇▇▇▇▇▇▇ (▇-▇▇▇▇▇▇▇▇@▇▇.▇▇▇).
“Airbee’s
Relationship Manager”
is
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇).
A
Party
may substitute its relationship manager upon notice to the other
Party.
2.2 Performance.
The
Parties will use commercially reasonable efforts to perform their respective
activities under this Agreement in a professional and workmanlike manner,
materially consistent with industry standards. Except as expressly stated in
this Agreement, neither Party has any obligation to provide any services to
the
other Party.
3. License
Grant
3.1 Commencing
as of the Effective Date and subject to the terms and conditions in this
Agreement, Airbee grants to TI under all Airbee Intellectual Property Rights
a
non-exclusive, non-transferable (except under Section 14.2), fully paid-up,
royalty-free, worldwide limited object code license to (i) use the Licensed
Products; (ii) use the Documentation internally
in connection with TI’s use of the Licensed Products; (iii) sublicense its
rights under clauses (i) and (ii) of this Section 3.1; and (iv) distribute
the
Software to TI’s customers.
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3.2 Limited
Support License.
In the
event a Release Condition occurs, commencing as of the date such Release
Condition occurs, Airbee hereby grants to TI a non-exclusive, perpetual,
irrevocable, sublicensable license to (i) use, copy, and make derivative works
of the Airbee Source Code and Documentation (“Derivatives”) for the sole purpose
of supporting the Licensed Products; and (ii) distribute, in object code form
only, such Derivatives for the sole purpose of supporting the Licensed Products;
and (iv) sublicense the use of the Documentation and such Derivatives for the
sole purpose of supporting the Licensed Products.
4. Delivery
and Escrow
4.1 Within
thirty (30) days of the Effective Date, Airbee will deliver the Licensed
Products to TI. Airbee agrees to deliver all Documentation in
English.
4.2 Airbee
shall deposit a copy of the Airbee Source Code in escrow with a third party
escrow agent according to the Escrow Agreement. The Escrow Agreement shall
remain in effect during the term of this Agreement and for a period of twelve
(12) months following this Agreement’s expiration or termination. The Parties
shall execute the Escrow Agreement within thirty (30) days of the Effective
Date.
5. Maintenance
and Support
5.1 Airbee
shall make the Software available to TI and TI’s customers, at no cost to TI or
TI’s customers, via download from the Airbee website.
5.2 Airbee
shall provide web based technical support for the Software according to Airbee’s
standard support policies.
5.3 At
no
cost to TI or TI’s customers, Airbee shall provide TI and TI’s customers with
access to periodic Software Updates that Airbee makes available at no additional
cost to Airbee’s other customers. Airbee shall provide such access via download
from the Airbee website.
5.4 Airbee
shall correct all documented Defects at no cost to TI or TI’s customers and will
distribute such corrections in the form of Software Updates.
6. Confidential
Information
6.1 "Confidential
Information" means any information that is disclosed under this Agreement by
a
Party ("Discloser") to the other Party ("Recipient") and: (a) if in tangible
(including electronic) form, is marked "proprietary," "confidential," or with
similar words; or (b) if disclosed orally, is identified at the time it is
disclosed as Confidential Information and reduced to a written summary and
delivered by Discloser to Recipient within thirty (30) days after the
disclosure. The Parties agree that the terms of this Agreement are Confidential
Information.
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Notwithstanding
the immediately preceding paragraph, Confidential Information does not include
any information that a Recipient proves:
6.1.1 was
publicly known at the time it was disclosed or becomes publicly known or
publicly available without the Recipient breaching this Agreement and without
a
breach of any confidentiality obligation;
6.1.2 was
already rightfully known by the Recipient, prior to the Recipient’s receipt from
Discloser, with neither an obligation of confidence nor a restriction on
use;
6.1.3 is
rightfully received by the Recipient from a non-party that has neither an
obligation of confidence nor a restriction on use and without breach of another
agreement or otherwise in violation of the Discloser’s rights; or
6.1.4 is
independently developed by the Recipient without using any Confidential
Information received from the Discloser and by the Recipient's employees or
other agents who have not been exposed to the Discloser's Confidential
Information, provided however that such independent development is reasonably
evidenced by the Recipient’s written records.
6.2 Obligations.
At all
times during the term of this Agreement and continuing for a period of three
(3)
years after the return of all Confidential Information provided hereunder,
the
Parties hereby agree to:
6.2.1 Hold
the
other party’s Confidential Information in strict confidence and to use at least
the same procedures and degree of care that it uses to prevent disclosure of
its
own confidential or proprietary information of like importance but in no
instance less than reasonable care; and
6.2.2 Use
and
reproduce Confidential Information only for the purpose of performing permitted
activities under this Agreement.
6.3 Exceptions.
Notwithstanding the foregoing, disclosure by a Recipient of a Discloser’s
Confidential Information is permitted, and the Recipient will not be liable
to
the Discloser, to the extent that such disclosure is required by a request
or
order of a governmental authority; provided however that the Recipient first
provides sufficient advance notice to the Discloser in writing to allow the
Discloser a reasonable opportunity to seek a protective order or otherwise
prevent or limit such disclosure.
6.4 Unauthorized
Use, Disclosure, or Reproduction.
If a
Recipient becomes aware of any unauthorized use, disclosure, or reproduction
of
the Discloser’s Confidential Information, then the Recipient will notify the
Discloser in writing and take all reasonable actions to prevent any further
unauthorized use, discloser, or reproduction and to mitigate the consequences
of
such unauthorized use, disclosure, or reproduction.
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6.5 Nothing
contained in this Section 6 shall be construed as a license under any patent,
copyright, trade secret, or other intellectual property right embodied in,
or
existing in, any Confidential Information disclosed by either Party under this
Agreement.
7. Ownership
and Intellectual Property
7.1 TI
agrees
that any feedback, comments, suggestions, observations or ideas relating to
the
Licensed Products (“Feedback”) provided to Airbee by TI, shall be licensed to
Airbee on a non-exclusive, perpetual, irrevocable, royalty free, fully paid
up
rights basis: (i) to make, have made, use, copy, modify and develop product
incorporating Feedback; (ii) to perform or display, import, transmit,
distribute, license, offer to sell, sell, lease, rent or lend copies of the
Feedback; and (iii) to sublicense to third parties the aforementioned rights,
including the right to sublicense to further third parties.
7.2 Subject
to Section 3.2, TI shall not (i) reverse engineer any part of the Licensed
Products or (ii) remove the patent, copyright, trade secret, trademark, or
other
proprietary protection legends or notices that appear on or in the Licensed
Products.
8. Payments
and Costs
8.1 No
Payments.
The
Parties acknowledge and agree that no payments are due to either Party under
this Agreement.
8.2 Escrow
Fees.
TI
shall pay any escrow fees incurred under the Escrow Agreement.
8.3 Other
Costs.
As
between the Parties, except as expressly set forth in this Agreement, each
Party
is solely responsible for all equipment and other costs and expenses arising
out
of or in connection with such Party’s activities under this Agreement or its
delivery or receipt of anything under this Agreement, including but not limited
to costs and expenses for supplies, facilities, utilities, management,
employees, travel, and non-party intellectual property rights.
8.4 Taxes.
In the
event that taxes are required by any U.S. (state or federal) or foreign
government to be withheld on any payments made under this Agreement, the Party
making such payment may deduct such taxes from the amount owed the other Party
and pay them to the appropriate taxing authority. The Party making such payment
shall in turn promptly secure and deliver to other Party an official receipt
for
any such taxes. The Parties agree to use all reasonable efforts to minimize
such
taxes to the extent permissible under applicable law. The fees referred to
in
this Agreement shall not be construed to include, and they do not include,
local, state, or federal sales, use, excise, personal property, or other similar
taxes or duties, and any such taxes or duties shall be assumed and paid for
by
either Party.
9. Legal
Notices
If
Airbee
receives any legal notice concerning a Deliverable (including, but not limited
to the Licensed Products or Documentation), Airbee will promptly provide TI
with
written notice and provide a copy thereof.
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10.
Term and Termination
10.1 Term.
The
term of this Agreement shall begin on the Effective Date and shall continue
for
three (3) years thereafter. At the expiration of the initial three (3) year
period, this Agreement shall automatically renew for additional periods of
one
(1) year, unless Airbee notifies TI, in writing, not less than ninety (90)
days
prior to the expiration of the original three (3) year period or expiration
of
any renewal period, of its desire to terminate this Agreement
10.2 Convenience.
TI may
terminate this Agreement
in
writing not less than ninety (90) days prior to the expiration of the original
three (3) year period or expiration of any renewal period, of its desire
to
terminate this Agreement.
10.3 Material
Breach.
If
either Party defaults in its performance of any material obligation hereunder
and if such default is not remedied within thirty (30) calendar days after
the
defaulting Party receives written notice thereof from the non-defaulting
Party,
then
the
non-defaulting Party may, in addition to any other remedies it may have,
terminate this Agreement. If the default is not capable of cure (such as
breach
of confidentiality), however, and if such breach was not due to a Party’s
willful or grossly negligent conduct, then the non-defaulting Party shall
not be
entitled to terminate this Agreement for the default if, after receipt of
the
above-referenced notice, the defaulting Party promptly and diligently ceases
any
further such default and takes all reasonable actions to minimize the effects
of
such default, including reimbursing the non-defaulting Party for any damages
suffered as a direct result of such default.
10.4 Effect
of Termination.
Subject
to Section 3.2, all licenses granted hereunder shall be immediately revoked
upon
termination (except where Section 3.2 applies and notwithstanding all other
contrary provisions of this Agreement), and all Licensed Products,
Documentation, and other Confidential Information of Airbee will be returned
to
Airbee within thirty (30) days of termination or, at TI’s option, destroyed and
an affidavit supplied to Airbee certifying destruction. Upon termination,
Airbee
shall return to TI all Confidential information of TI within thirty (30)
days of
termination or, at Airbee’s option, Airbee shall destroy such Confidential
Information and deliver to TI within thirty (30) days an affidavit certifying
such destruction.
10.5 Survival.
The
Parties agree that the following sections will survive any expiration or
termination of this Agreement: 1 (Definitions), 3.2 (Limited Support License)
(where applicable), 7 (Ownership and Intellectual Property), 8 (Payments
and
Costs),
9
(Legal Notices), 10 (Term and Termination), 11 (Warranties and Disclaimers),
12
(Indemnification Waivers), 13 (Liability Limitations), and 14 (Miscellaneous).
The obligations set forth in Section 7 (Confidential Information) will survive
any expiration or termination of this Agreement for three (3) years after
such
expiration or termination. All other provisions that are not expressly listed
in
this Agreement as surviving termination (in whole or in part) will automatically
terminate upon termination of this Agreement.
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11.
Warranties and Disclaimers
11.1 Authority.
Each
Party represents and warrants that it has all right, power, and authority
to
enter into this Agreement.
11.2 Airbee
cannot guarantee the accuracy or completeness of the Licensed Products thereof,
and provides the Licensed Products to TI’s customers on an “AS IS” and “AS
AVAILABLE” basis. Airbee further disclaims liability for any error, defect, or
anomaly in the Licensed Products caused directly or indirectly, in whole
or in
part, by TI’s customer download or installation of any part of the Licensed
Products from the media supplied to TI’s customers by Airbee or its
sublicensors.
11.3 Airbee
does not warrant that the functions contained in the Licensed Products will
meet
TI’s customer’s requirements or that the operation of the Licensed Products will
be uninterrupted or error-free. Airbee shall have no responsibility for problems
in the Licensed Products which are caused by alterations or modifications
made
by TI’s customers or a third party, arise out of the malfunction of TI’s
customers’ equipment, or caused by other software products not licensed by
Airbee. Airbee makes no warranty, express or implied, regarding any third
party
software or the adequacy or capacity of the third party software or hardware
to
attain some or all of the performance objectives of TI’s customers. THE LICENSED
PRODUCTS ARE PROVIDED AND LICENSED “AS IS” AND USE OF THE LICENSED PRODUCTS IS
AT TI’S AND TI’S CUSTOMERS’ RISK. AIRBEE EXPRESSLY DISCLAIMS ALL WARRANTIES,
REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABLE QUALITY OR FITNESS
FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SOFTWARE IS DELIVERED
FREE OF
ANY THIRD PARTY CLAIMS BY WAY OF INFRINGEMENT OR OTHERWISE. AIRBEE DOES NOT
WARRANT NOR MAKE ANY CONDITION OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED
IN THE SOFTWARE WILL MEET THE REQUIREMENTS OF TI OR TI’S CUSTOMERS, THAT THE
OPERATION OF THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR FREE OF DEFECTS
OR
VIRUS FREE OR THAT DEFECTS IN THE LICENSED PRODUCTS WILL BE CORRECTED. FURTHER,
AIRBEE DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS REGARDING
THE
USE OR THE RESULTS OF THE USE OF THE LICENSED PRODUCTS IN TERMS OF ITS
CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY AIRBEE OR OTHERS SHALL CREATE A WARRANTY, CONDITION OR
REPRESENTATION OR IN ANYWAY EXTEND THE SCOPE OF THE “AS IS” PROVISION OF THE
LICENSED PRODUCTS.
11.4 AIRBEE
WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE (i) CAUSED BY ERRORS OF OMISSIONS
IN THE SYSTEM, (ii) RESULTING FROM ERRORS IN PACKAGING THE DATA CONTAINED
IN THE
SYSTEM, OR (iii) RESULTING FROM ANY USE OF THE SYSTEM INCLUDING ANY INDIRECT
OR
CONSEQUENTIAL DAMAGES.
11.5 AIRBEE
WILL HAVE NO LIABILITY WHATSOEVER FOR ANY PERIOD IN CASE TI HAS A WARRANTY
AGAINST ITS END CUSTOMER.
11.6 Services.
Notwithstanding any provision to the contrary, Airbee represents and warrants
that its services performed under Section 5 (Maintenance and Support) of
this
Agreement will be performed in a professional and workmanlike manner, materially
consiste with industry standards.
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12. Indemnification
Waivers
12.1
Neither
Party shall indemnify, defend or hold the other Party harmless from and
against
any loss, cost, damage, liability, or expense (including reasonable legal
fees)
suffered or
incurred by such Party in connection with any U.S. patent or any copyright
or
other intellectual
property infringement claim by any third party with respect to the Licensed
Products.
12.2
TI shall
not be held responsible for unauthorized use of the firmware (executable
code
distributed in modules or for field upgrades) through illegal copying or
by
other means circumventing the code protection by third parties. TI shall
not be
liable to Airbee for its customers’ actions with regard to the Licensed
Products.
13. Liability
Limitations
13.1 General
Limitation.
IN NO
EVENT WILL EITHER PARTY, ITS CONTRACTORS,
OR ITS NON-PARTY LICENSORS BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY
KIND,
EVEN IF SUCH PARTY WAS AWARE
OF
THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING FAILURE
OF ESSENTIAL PURPOSE OF ANY REMEDY.
13.2 Specific
Limitation.
IN NO
EVENT SHALL EITHER PARTY’S AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED FIVE-HUNDRED DOLLARS
(US$500.00).
14. Miscellaneous
14.1
Notices.
All
notices and other communications that are required or permitted under
this Agreement shall: (a) be in writing: (b) reference this Agreement: (c)
be
hand delivered
or sent in a postage-prepaid manner requiring a signed receipt, such as courier
delivery
or registered (or certified) mail, return receipt requested; and (d) unless
expressly designated to the contrary elsewhere in this Agreement, be addressed
as follows:
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If
to Airbee:
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If
toTI:
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Texas
Instruments Incorporated
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▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Mail
Station 3810
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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13532
North Central Expressway
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Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇,
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Attention:
▇▇▇▇ ▇▇▇▇▇▇▇
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With
a copy to:
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With
a copy to:
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Texas
Instruments Incorporated
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▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Mail
Station 725
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Rockville,
MD 20850
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇,
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Attention:
Law Department
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Notices
shall be deemed effective upon receipt, or, if delivery is not accomplished
by
reason of some fault of the addressee, upon tender for delivery. Either Party
may give written notice
of
a change of the above address(es), and, after such notice has been received,
all
notices and other communications shall be given to that Party at the new
address.
14.2
Assignment.
Neither
Party shall directly or indirectly sell, assign, transfer, delegate,
convey, pledge, encumber or otherwise dispose of this Agreement, or any of
the
licenses, rights or duties under this Agreement, without prior written consent
from the other Party,
such consent not to be unreasonably withheld. This Agreement shall be binding
upon and inure to the benefit of the Parties hereto, their successors, permitted
assigns and transferees.
Any assignment, transfer or attempted assignment or transfer in violation
of
this Section will be null and void.
14.3
Waiver.
The
Parties agree that no provision of this Agreement will be deemed waived
and no breach excused unless such waiver or excuse is in writing and signed
by
an authorized
agent of the Party against whom enforcement of such waiver or excused breach
is
sought. No consent, waiver, or excuse by either Party, express or implied,
shall
constitute a subsequent consent, waiver, or excuse.
14.4
Governing
Law.
This
Agreement will be governed by and interpreted in accordance
with the laws of the State of New York, without reference to conflict of
laws
principles. This Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, or by the Uniform
Computer Information Transactions
Act (UCITA), as may be enacted in any State in the United States.
14.5
Headings.
Titles
and headings of paragraphs and sections within this Agreement
are provided merely for convenience and do not affect in any way the meaning
or
construction
of this Agreement.
14.6
Enforceability.
If a
court of competent jurisdiction finds any portion of this Agreement to be
invalid, illegal, or otherwise unenforceable, then such portion will be reformed
or severed to the minimum extent necessary for this Agreement to be valid,
legal, or otherwise
enforceable, and this Agreement will remain in effect in accordance with
its
provisions
as modified by such
reformation or severance.
14.7
Mutual
Negotiations.
Each
provision of this Agreement will be fairly interpreted and construed in
accordance with its provisions and without any strict
interpretation or construction in favor of or against either Party.
14.8
Independent
Contractors.
The
Parties are independent contractors and neither Party
is
an employee, agent, master, servant, representative, partner, franchisor,
or
joint venturer
of the other Party. Neither Party has the right or authority to bind the
other
Party to any agreement with a non-party
or incur any obligation or liability on behalf of the other Party without
that
other Party’s prior written consent. Subject to the terms and conditions of this
Agreement, neither Party will have direction or control over the other Party
or
any person employed or contracted by the other Party. Each Party agrees that
the
other Party will establish its working hours and work environment, as well
as
its specific strategies, actions, and methodologies for performing its
activities under this Agreement.
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14.9
Freedom
of Action.
Except
as expressly provided to the contrary herein and to the extent it would conflict
with a Party’s obligations hereunder, this
Agreement does not restrict either Party from: (a) entering into or having
similar agreements with non-parties, (b) doing any activity in relation to
competitive products and services, including but not limited to designing,
developing, manufacturing, acquiring, advertising, marketing, selling,
distributing, licensing, sublicensing, or using competitive products and
services, and (c) conducting its business in any manner it chooses.
14.10
Entire
Agreement.
The
terms and conditions of this Agreement, including its Schedules, merge and
supersede all prior agreements, understandings, negotiations and discussions
regarding the subject matter hereof. No amendments or modifications to this
Agreement shall be effective unless in writing and signed by the authorized
representatives of both parties. These terms
and
conditions will prevail notwithstanding any different, conflicting or additional
terms and conditions that may appear on any purchase order, acknowledgment
or
other writing not expressly incorporated into this Agreement. The section
headings contained in this Agreement are for reference purposes only and
shall
not affect in any way the meaning or interpretation of this
Agreement.
This
Agreement may be executed in counterparts; each of which shall be deemed
an
original but both of which together shall construe one and the same instrument.
A faxed signature shall have the same legally binding effect as an original
signature.
By
signing below, each Party acknowledges that it has read and understands this
Agreement and agrees that this Agreement is in full force and effect for
all
purposes stated herein as of the Effective Date.
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Texas
Instruments Incorporated
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By:
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By:
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Name:
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Name:
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: General
Manager,
Advanced Embedded Controls |
Title:
President & Chief Operating Officer
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Date:
7/20/05
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Date:
7/13/2005
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Schedules
Attached:
Exhibit
A: Escrow
Agreement
Page
10
of 10