INTEL CONFIDENTIAL
SOURCE CODE LICENSE AGREEMENT
INTEL MICROPROCESSOR ARCHITECTURE OPTIMIZATIONS
This Source Code License Agreement ("Agreement") effective on October 29,
1998 ("Effective Date") is entered into by and between Intel Corporation
("Intel") with offices at 0000 Xxxxxxx Xxxxxxx Xxxx., Xxxxx Xxxxx, XX 00000, a
Delaware corporation; and Xxxxxx Electronics Corporation ("Licensor'), with
offices at 00 Xxxxxxxx Xxxx Xx., Xxxxxxxx, XX 00000, a New York corporation.
RECITALS:
Licensor wishes to grant Intel, and Intel desires to receive certain
Materials, specifically identified in Exhibit "A" for the purposes of evaluating
and assisting Licensor with its optimization and/or portation of the Materials
to the Intel microprocessor architecture.
Now, therefore, the parties agree to the following terms and conditions
which shall govern all disclosure/transfer of the Materials provided hereunder.
1. DEFINITIONS
1.1 "Materials" means the software, in source and binary code formats, and
related documentation identified on Exhibit "A". Materials also
includes modifications and enhancements to the Materials supplied by
Licensor and accepted by Intel.
1.2 "Modifications" means the modifications to the Materials developed by
Intel and provided to Licensor.
2. LICENSE GRANT
2.1 LIMITED COPYRIGHT LICENSE:
(a) Licensor grants to Intel a nonexclusive, nontransferable,
worldwide, royalty-free license under Licensor's copyrights to
reproduce and modify the Materials internally, only for the
purposes of porting and/or optimizing the Materials to the
Intel microprocessor architecture.
(b) Licensor grants to Intel a nonexclusive, nontransferable,
worldwide, royalty-free license under Licensor's copyrights to
reproduce the Materials in binary form for the purposes of
demonstrating the Materials to third parties.
(c) Intel grants to Licensor a nonexclusive, nontransferable,
worldwide, royalty-free, perpetual license under Intel's
copyrights to reproduce, modify, perform, display, license,
sublicense, distribute, and prepare derivative works of the:
(1) Modifications in source code form, only when incorporated
into Licensor's products and only for the purposes of porting
and/or optimizing the Modifications to the Intel
microprocessor architecture; and (2) Modifications in binary
code form only when incorporated into Licensor's products
that are hosted for and targeted to the Intel microprocessor
architecture.
2.2 LICENSE RESTRICTIONS:
(a) Intel may not: assign, sublicense, lease, or in any other way
transfer or disclose Materials to any third party or reproduce
or distribute any part of the Materials except as provided in
this Agreement.
(b) Licensor may not: assign, sublicense, !ease, or in any other
way transfer or disclose Modifications to any third party or
reproduce or distribute any part of the Modifications except
as provided in this Agreement.
2.3 Except as expressly granted in this Section 2, no license or right is
granted to either party under this Agreement directly or by
implication, estoppel or otherwise.
3. ADDITIONAL CONDITIONS
3.1 The Materials and all copies thereof are and will remain Licensor's
property. Such ownership shall not extend to pre-existing works or
inventions of Intel. Intel will not remove any copyright, proprietary
information notices, or other notices appearing on Materials.
3.2 Intel retains all right, title and interest in the Modifications,
excluding Licensor's Materials.
3.3 Licensor shall be solely responsible to Licensor's own customers for
any update or support obligation or other liability which may arise
from the distribution of products which incorporate the Modifications,
including liability arising from product infringement or product
warranty.
3.4 Licensor shall not make any statements to the effect or which imply
that Licensor's products are "certified" by Intel or that its
performance is guaranteed by Intel.
3.5 Licensor shall not use Intel's name, logos, or trademarks to market
products without Intel's written permission.
3.6 This Agreement does not preclude Intel from evaluating and/or
marketing similar products, nor shall it be construed as an obligation
of any party to market or distribute the Materials or any derivatives
thereof.
3.7 Neither Party shall disassemble, reverse-engineer, or decompile any
software not provided as source code under this Agreement.
3.8 Intel shall not disclose any part of the Materials other than to those
Intel employees and contractors who (i) have a need to know, and (ii)
who have signed agreements with Intel obligating them not to disclose
any of the Materials except to Intel employees and contractors who
have signed similar agreements.
3.9 Intel may not make commercial use of the Materials, and upon
completion of the evaluation, optimization and/or portation effort,
Intel shall return the Materials to Licensor or destroy the original
and all copies of the Materials and certify to Licensor in writing
that they have been destroyed. Intel may retain the Materials in
binary form subject to the license grants in paragraph 2.1 (b) above.
4. PROTECTION AND CONFIDENTIALITY
4.1 Each party shall maintain in confidence and not disclose to any third
party for a period of [Confidential Treatment Requested] after receipt
thereof any documents, and other trade secret information received
from the other which has been marked "CONFIDENTIAL" (or, if disclosed
in intangible form, is identified at the time of disclosure as
confidential and is summarized in writing within [Confidential
Treatment Requested] of initial disclosure) ("Confidential
Information"). A party shall have no obligation of confidentiality
with respect to Confidential Information which is: (a) rightfully in
the public domain other than by a breach of this Agreement of a duty
to the disclosing party; (b) rightfully received from a third party
without any obligation of confidentiality; (c) rightfully known to the
receiving party without any limitation on use or disclosure prior to
its receipt from the disclosing party; (d) independently developed by
employees of the receiving party; or (e) generally made available to
third parties by the disclosing party without restriction on
disclosure.
4.2 Intel shall be free, at any time, to use the Residual Information
retained by those of its employees who have had access to the
tangible form of the Materials or Confidential Information received
from Licensor, for any purpose, including the use of such Residual
Information in the development, manufacture, marketing and
maintenance of Intel's products and services. "Residual Information"
shall mean that information in non-tangible form (subject only to the
patent, copyright, and maskwork rights of Licensor and the obligation
not to disclose such information during the period of
confidentiality) which may be retained by Intel's employees who have
had access to the Materials or Confidential Information.
4.3 Neither party may disclose the terms of this Agreement or use the
other party's name in any publications, advertisements, or other
announcements without the other party's prior written consent.
4.4 Licensor will not suggest or imply that Licensor has any affiliation
with Intel or that Intel supports, endorses or recommends the
Materials.
5. NO WARRANTY
5.1 INTEL MAKES NO WARRANTY OF ANY KIND REGARDING THE MODIFICATIONS MADE
BY INTEL TO THE MATERIALS. THE MODIFICATIONS ARE PROVIDED TO LICENSOR
ON AN "AS IS" BASIS AND INTEL IS NOT OBLIGATED TO PROVIDE ANY
SUPPORT, ASSISTANCE, INSTALLATION, TRAINING OR OTHER SERVICES. INTEL
IS NOT OBLIGATED TO PROVIDE MODIFICATIONS OR ANY UPDATES,
ENHANCEMENTS OR EXTENSIONS. INTEL SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE.
5.2 Licensor warrants it has sufficient rights to enter into this
Agreement.
6. LIMITATION OF LIABILITY
6.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGE OF ANY KIND, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
7. TERM AND TERMINATION
7.1 The initial term of this Agreement shall be for a period of two (2)
years beginning on the Effective Date, and may be extended by mutual
written agreement of the parties.
7.2 Either party may terminate this Agreement and the licenses granted
herein at any time for any reason with [Confidential Treatment
Requested] prior written notice to the other party.
7.3 If this Agreement is terminated for any reason, Intel will, within
[Confidential Treatment Requested] following termination, either
return to Licensor or destroy the original and all copies of the
Materials and certify to Licensor in writing that they have been
destroyed.
7.4 Sections [Confidential Treatment Requested] shall survive termination
of this Agreement.
8. GENERAL
8.1 Any claim arising under or relating to this Agreement, shall be
governed by the internal substantive laws of the State of Delaware,
without regard to principles of conflict of laws. Each party hereby
agrees to jurisdiction and venue in the courts of the State of
Delaware or federal courts located in Delaware for all disputes and
litigation arising under or relating to this Agreement. This
provision is meant to comply with 6 Del. C. Section 2708(a).
8.2 Licensor and Intel are independent parties. Nothing in this Agreement
shall be construed to make the parties partners or joint ventures or
to make either party liable for the obligations, acts, omissions or
activities of the other party.
8.3 This is the entire agreement between Licensor and Intel relating to
this subject matter, and supersedes all prior and contemporaneous
agreements and negotiations with respect to these matters. No
amendments will be effective unless in a writing signed by both
parties.
8.4 Neither party may assign this Agreement or any part of it without the
other party's prior written consent.
9. EXHIBITS
The following Exhibits are included as part of this Agreement:
Exhibit "A" - Contacts and Description of Materials.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
dates indicated by their respective signatures.
INTEL CORPORATION LICENSOR
_________________________ [Confidential Treatment Requested]
Signature Signature
_________________________ [Confidential Treatment Requested]
Name Name
_________________________ [Confidential Treatment Requested]
Title Title
_________________________ __10/29/98_______________________
Date Date
EXHIBIT A
CONTACTS AND DESCRIPTION OF MATERIALS
LICENSOR'S TECHNICAL CONTACT:
Name: [Confidential Treatment Requested]
Telephone: [Confidential Treatment Requested]
LICENSOR'S MATERIALS:
Name Description
[Confidential Treatment Requested]
PERSON AT INTEL RESPONSIBLE FOR MONITORING THE USE AND LOCATION OF THE
MATERIALS:
Name:__________________________________
Title:_________________________________
Telephone:_____________________________
