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IMPORTANT INFORMATION

USE OF ALL PRODUCTS IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE AGREEMENT BEFORE USING THE PRODUCTS. USE OF PRODUCTS INDICATES CUSTOMER’S COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT PURCHASE ORDER TERMS AND CONDITIONS SHALL NOT APPLY. BY INSTALLING AND USING THE SOFTWARE, CUSTOMER IS CONFIRMING ITS ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT CLICK THE "I AGREE" BUTTON AND DO NOT INSTALL THE SOFTWARE.

INNOVATE PROGRAM TERM LICENSED EMBEDDED SOFTWARE AND HARDWARE LICENSE AGREEMENT (“Agreement”)

This is a legal agreement concerning the use of Products (as defined in Section 1) between the company acquiring the Products (“Customer”), and Mentor Graphics Corporation or the applicable local Mentor Graphics entity (“Mentor Graphics”). Except for license agreements related to the subject matter of this license agreement which are physically signed by Customer and an authorized representative of Mentor Graphics, this Agreement contains the parties' entire understanding relating to the subject matter and supersede all prior or contemporaneous agreements.

USE OF SOFTWARE INDICATES CUSTOMER’S COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. If Customer does not agree to these terms and conditions, promptly return or, in the case of Products received electronically, certify destruction of Products and all accompanying items within five days after receipt of such Products and receive a full refund of any license fee paid.

1. Definitions. As used in this Agreement, these terms shall have the following meanings:
1.1 “Customer’s Product” means Customer’s end-user product identified by a unique SKU (including any Related SKUs) that is developed, manufactured, branded and shipped solely by Customer or an authorized manufacturer or subcontractor on behalf of Customer to end-users or consumers;
1.2 “Developer” means a unique user, as identified by a unique user identification number, with access to Embedded Software. A unique user is an individual who works directly with the embedded software in source code form, or creates, modifies or compiles software that ultimately links to the Embedded Software in Object Code form and is embedded into Customer’s Product at the point of manufacture;
1.3 “Development Tools” means the software that may be used by Customer for building, editing, compiling, debugging or prototyping Customer’s Product;
1.4 “Embedded Software” means Software that is embeddable;
1.5 “End-User” means Customer’s customer;
1.6 “Executable Code” means a compiled program translated into a machine-readable format that can be loaded into memory and run by a certain processor;
1.7 “Hardware” means a physically tangible electro-mechanical system or sub-system and associated documentation;
1.8 “Linkable Object Code” or “Object Code” means linkable code resulting from the translation, processing, or compiling of Source Code by a computer into machine-readable format;
1.9 “Open Source Software” or “OSS” means software subject to an open source license which requires as a condition for redistribution of such software, including modifications thereto, that the: (i) redistribution be in source code form or be made available in source code form; (ii) redistributed software be licensed to allow the making of derivative works; or (iii) redistribution be at no charge;
1.10 “Processor” means the specific microprocessor to be used with Software and implemented in Customer’s Product;
1.11 “Products” means Software and/or Hardware installed, downloaded, or otherwise acquired by Customer under this Agreement;
81.12 “Proprietary Components” means the components of the Products that are owned and/or licensed by Mentor Graphics and are not subject to an Open Source Software license, as more fully set forth in the product documentation provided with the Products;
1.13 “Redistributable Components” means those components that are intended to be incorporated or linked into Customer’s Linkable Object Code developed with the Software, as more fully set forth in the documentation provided with the Products;
1.14 “Related SKU” means two or more Customer Products identified by logically-related SKUs, where there is no difference or change in the electrical hardware or software content between such Customer Products;
1.15 “Software” means software programs, Embedded Software and/or Development Tools, including any updates, modifications, revisions, copies, documentation and design data that are licensed under this Agreement;
1.16 “Source Code” means software in a form in which the program logic is readily understandable by a human being;
1.17 “Sourcery CodeBench Software” means Mentor Graphics’ Development Tool for C/C++ embedded application development;
1.18 “Stock Keeping Unit” or “SKU” is a unique number or code used to identify each distinct product, item or service available for purchase;

2. Customer Representation. The Products are provided at no charge based on Customer’s representations that its total revenue for the prior fiscal year was under $1,000,000 (one million dollars).

3. Grant of License.
3.1 The Products are licensed to a Customer for a one (1) year period of time (“Term”).
3.2 The Products constitute or contain copyrighted, trade secret, proprietary and confidential information of Mentor Graphics or its licensors, who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. During the Term, Mentor Graphics grants to Customer a nontransferable, nonexclusive license to use the Products as set forth below. The limited licenses granted hereunder shall continue until the expiration date of the Term or termination in accordance with Section 13 below, whichever occurs first. Mentor Graphics does NOT grant Customer any right to (a) sublicense or (b) use Software beyond the scope of this Section without first signing a separate agreement or Addenda with Mentor Graphics for such purpose.
3.3 The Product(s) licensed under this Agreement are provided at no cost for the Term based on Customer’s representations in Section 2 above.
3.4 License Type.
3.4.1. Development License: During the Term, Customer may modify, compile, assemble and convert the Product into Linkable Object Code and/or Executable Code form by no more than five (5) specified Developers using the Software on the identified Processor(s) and in Customer’s reported Product(s).
3.4.2. End-User Product License: Customer may incorporate or embed an Executable Code version of the Product into unlimited copies of Customer’s Product(s) identified by Customer within 30 days after expiration of the Term, using the Processor Unit(s) identified by Customer at the start of the Term. Customer may manufacture, brand and distribute such Customer’s Product(s) worldwide to its End-Users.
3.4.3. Internal Tool License: During the Term, Customer may use the Development Tools solely: (a) for internal business purposes and (b) on no more than five (5) identified computer work stations. Development Tools are licensed on a per-seat basis and shall not be distributed to others or delivered in Customer’s Product(s).
3.4.4. Sourcery CodeBench Professional Edition License: During the Term, Customer may (a) install and use the Proprietary Components of the Software if the license is a node-locked license, by no more than five (5) users who use the Software on identified processors, and (b) distribute the Redistributable Components of the Software in Executable Code form only and only as part of Customer’s Object Code developed with the Software that provides substantially different functionality than the Redistributable Component(s) alone.

4. Reporting Requirements.
4.1 If Customer manufactures Customer’s Product(s) containing the Products pursuant to this Agreement, Customer shall submit an Annual Manufacture Report, to SCP_Embedded@mentor.com, within 30 days of the expiration of the Term. The Annual Manufacture Report must include: (a) Customer’s name, (b) License Agreement name and date, (c) Customer’s product name, (d) Customer’s SKU and any related SKUs, (e) number of instances of Products in each SKU, (f) number of Customer’s Product(s) manufactured, and (g) total instances of licensed Products. Customer will ensure all information provided is complete and accurate. Failure to provide an Annual Manufacture Report within 30 days of the expiration of the Term can constitute a breach of this Agreement and Mentor Graphics may terminate this Agreement and/or any licenses granted hereunder pursuant to Section 13 below.

5. Restrictions on Use.
5.1 Customer may copy Software only as reasonably necessary to support the authorized use, including archival and backup purposes. Each copy must include all notices and legends embedded in Software and affixed to its medium and container as received from Mentor Graphics. All copies shall remain the property of Mentor Graphics or its licensors. Except where embedded in Executable Code form in Customer’s Product, Customer shall maintain a record of the number and location of all copies of Software, including copies merged with other software and products, and shall make those records available to Mentor Graphics upon request. Customer shall not make Products available in any form to any person other than Customer’s employees, authorized manufacturers or authorized contractors, excluding Mentor Graphics competitors, whose job performance requires access and who are under obligations of confidentiality. Customer shall take appropriate action to protect the confidentiality of Products and ensure that any person permitted access does not disclose or use Products except as permitted by this Agreement. Customer shall give Mentor Graphics immediate written notice of any unauthorized disclosure or use of the Products as soon as Customer learns or becomes aware of such unauthorized disclosure or use.
5.2 Customer acknowledges that the Products provided hereunder may contain Source Code which is proprietary and its confidentiality is of the highest importance and value to Mentor Graphics. Customer acknowledges that Mentor Graphics may be seriously harmed if such Source Code is disclosed in violation of this Agreement. Except as otherwise permitted for purposes of interoperability as specified by applicable and mandatory local law, Customer shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive any Source Code from Products that are not provided in Source Code form. Except as embedded in Executable Code in Customer’s Product and distributed in the ordinary course of business, in no event shall Customer provide Products to Mentor Graphics competitors. Log files, data files, rule files and script files generated by or for the Software (collectively “Files”) constitute and/or include confidential information of Mentor Graphics. Customer may share Files with third parties, excluding Mentor Graphics competitors, provided that the confidentiality of such Files is protected by written agreement at least as well as Customer protects other information of a similar nature or importance, but in any case with at least reasonable care. Under no circumstances shall Customer use Products or allow their use for the purpose of developing, enhancing or marketing any product that is in any way competitive with Products, or disclose to any third party the results of, or information pertaining to, any benchmark.
5.3 Customer may not assign this Agreement or the rights and duties under it, or relocate, sublicense or otherwise transfer the Products, whether by operation of law or otherwise (“Attempted Transfer”), without Mentor Graphics’ prior written consent, which shall not be unreasonably withheld, and payment of Mentor Graphics’ then-current applicable relocation and/or transfer fees. Any Attempted Transfer without Mentor Graphics’ prior written consent shall be a material breach of this Agreement and may, at Mentor Graphics’ option, result in the immediate termination of the Agreement and/or the licenses granted under this Agreement. The terms of this Agreement, including without limitation the licensing and assignment provisions, shall be binding upon Customer’s permitted successors in interest and assigns.
5.4 If Customer is acquired such that the combined revenue of Customer and the acquiring entity for the prior fiscal year was more than $1,000,000 (one million dollars), the licenses provide herein will automatically terminate pursuant to Section 13.2 below. If the surviving entity would like to continue to use the Product(s), an authorized representative may contact Mentor Graphics and request a license for the Product(s) pursuant to Mentor Graphics standard business terms and list prices.
5.5 Notwithstanding any provision in an OSS license agreement applicable to a component of the Sourcery CodeBench Software that permits the redistribution of such component to a third party in Source Code or binary form, Customer may not use any Mentor Graphics trademark, whether registered or unregistered, in connection with such distribution, and may not recompile the Open Source Software components with the --with-pkgversion or --with-bugurl configuration options that embed Mentor Graphics’ trademarks in the resulting binary.
5.6 The provisions of this Section 6 shall survive the termination of this Agreement.

6. DISCLAIMER OF SUPPORT. PRODUCTS LICENSED UNDER THIS AGREEMENT ARE PROVIDED WITHOUT SUPPORT AND MAINTENANCE AND NO SUPPORT OR MAINTENANCE SHALL BE AVAILABLE.

7. Third Party and Open Source Software. Products may contain Open Source Software or code distributed under a proprietary third party license agreement. Please see applicable Products documentation, including but not limited to license notice files, header files or source code for further details. Please see the applicable Open Source Software license(s) for additional rights and obligations governing your use and distribution of Open Source Software. Customer agrees that it shall not subject any Product provided by Mentor Graphics under this Agreement to any Open Source Software license that does not otherwise apply to such Product. In the event of conflict between the terms of this Agreement and an applicable OSS or proprietary third party agreement, the OSS or proprietary third party agreement will control solely with respect to the OSS or proprietary third party software component. The provisions of this Section 8 shall survive the termination of this Agreement.

8. DISCLAIMER OF WARRANTY. ALL PRODUCTS LICENSED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY. THE PRODUCTS LICENSED UNDER THIS AGREEMENT ARE PROVIDED AT NO COST AND MENTOR GRAPHICS AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

10. Hazardous Applications.
10.1 Customer agrees that Mentor Graphics has no control over Customer’s testing or the specific applications and use that Customer will make of Products. Mentor Graphics Products are not specifically designed for use in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support systems, medical devices or other applications in which the failure of Mentor Graphics Products could lead to death, personal injury, or severe physical or environmental damage (“Hazardous Applications”).
10.2 CUSTOMER ACKNOWLEDGES IT IS SOLELY RESPONSIBLE FOR TESTING PRODUCTS USED IN HAZARDOUS APPLICATIONS AND SHALL BE SOLELY LIABLE FOR ANY DAMAGES RESULTING FROM SUCH USE. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF PRODUCTS IN ANY HAZARDOUS APPLICATIONS.
10.3 CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS MENTOR GRAPHICS AND ITS LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE OR LIABILITY, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF PRODUCTS AS DESCRIBED IN SECTION 11.1.
10.4 THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

11. DISCLAIMER OF INFRINGEMENT INDEMNITY. MENTOR GRAPHICS AND ITS LICENSORS HAVE NO LIABILITY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION BY ANY PRODUCT PROVIDED UNDER THIS AGREEMENT.

12. Termination and Effect of Termination. The Software license is provided for limited use during the Term and such license will automatically terminate at the end of the authorized Term. If Customer’s total revenue for the prior fiscal year is again under $1,000,000 (one million dollars), Customer may renew the licenses provided under this Agreement at no charge by reapplying at http://go.mentor.com/innovate.
12.1 Termination for Breach. This Agreement shall remain in effect until terminated in accordance with its terms. Mentor Graphics may terminate this Agreement and/or any licenses granted under this Agreement, and Customer will immediately discontinue use and distribution of Products, if Customer (a) commits any material breach of any provision of this Agreement and fails to cure such breach upon 30-days prior written notice; or (b) becomes insolvent, files a bankruptcy petition, institutes proceedings for liquidation or winding up or enters into an agreement to assign its assets for the benefit of creditors. Termination of this Agreement or any license granted hereunder will not affect Customer’s obligation to pay for Products shipped or licenses granted prior to the termination, which amounts shall be payable immediately upon the date of termination. For the avoidance of doubt, nothing in this Section 13 shall be construed to prevent Mentor Graphics from seeking immediate injunctive relief in the event of any threatened or actual breach of Customer’s obligations hereunder.
12.2 Effect of Termination. Upon termination of this Agreement, the rights and obligations of the parties shall cease except as expressly set forth in this Agreement. Upon termination, Customer will discontinue use and/or distribution of Products, and shall return Hardware and either return to Mentor Graphics or destroy Software in Customer’s possession, including all copies and documentation, and certify in writing to Mentor Graphics within ten business days of the termination date that Customer no longer possesses any of the affected Products or copies of Software in any form, except to the extent an Open Source Software license conflicts with this Section 13.2 and permits Customer’s continued use of any Open Source Software portion or component of a Product. Upon termination for Customer’s breach, an End-User may continue its use and/or distribution of Customer’s Product so long as: (a) the End-User was licensed according to the terms of this Agreement, if applicable to such End-User, and (b) such End-User is not in breach of its agreement, if applicable, nor a party to Customer’s breach. Upon expiration of the Term or acquisition of Customer (per Subsection 6.4 above), Customer will discontinue use of the Products for development purposes and may continue to distribute Products already in production. For the avoidance of doubt, upon expiration of the Term or acquisition, all development licenses herein are terminated and no new Customer Product(s) may be developed, manufactured or distributed.

13. Export. The Products provided hereunder are subject to regulation by local laws and United States government agencies, which prohibit export or diversion of certain products, information about the products, and direct or indirect products thereof, to certain countries and certain persons. Customer agrees that it will not export Products in any manner without first obtaining all necessary approval from appropriate local and United States government agencies. Customer acknowledges that the regulation of product export is in continuous modification by local governments and/or the United States Congress and administrative agencies. Customer agrees to complete all documents and to meet all requirements arising out of such modifications.

14. U.S. Government License Rights. Software was developed entirely at private expense. All Software is commercial computer software within the meaning of the applicable acquisition regulations. Accordingly, pursuant to US FAR 48 CFR 12.212 and DFAR 48 CFR 227.7202, use, duplication and disclosure of the Software by or for the U.S. Government or a U.S. Government subcontractor is subject solely to the terms and conditions set forth in this Agreement, except for provisions which are contrary to applicable mandatory federal laws.

15. Third Party Beneficiary. For any Products licensed under this Agreement and provided by Customer to End-Users, Mentor Graphics or the applicable licensor is a third party beneficiary of the agreement between Customer and End-User. Mentor Graphics Corporation, Mentor Graphics (Ireland) Limited, and other licensors may be third party beneficiaries of this Agreement with the right to enforce the obligations set forth herein.

16. Review of License Usage. Customer will monitor the access to and use of Software. With prior written notice, during Customer’s normal business hours, and no more frequently than once per calendar year, Mentor Graphics may engage an internationally recognized accounting firm to review Customer’s software monitoring system, records, accounts and sublicensing documents deemed relevant by the internationally recognized accounting firm to confirm Customer’s compliance with the terms of this Agreement or U.S. or other local export laws. Such review may include FlexNet (or successor product) report log files that Customer shall capture and provide at Mentor Graphics’ request. Customer shall make records available in electronic format and shall fully cooperate with data gathering to support the license review. Mentor Graphics shall bear the expense of any such review unless a material non-compliance is revealed. Mentor Graphics shall treat as confidential information all Customer information gained as a result of any request or review and shall only use or disclose such information as required by law or to enforce its rights under this Agreement. Such license review shall be at Mentor Graphics’ expense unless it reveals a material underpayment of fees of five percent or more, in which case Customer shall reimburse Mentor Graphics for the costs of such license review. Customer shall promptly pay any such fees. If the license review reveals that Customer has made an overpayment, Mentor Graphics has the option to either provide the Customer with a refund or credit the amount overpaid to Customer’s next payment. The provisions of this Section 16 shall survive the termination of this Agreement.

17. Controlling Law, Jurisdiction and Dispute Resolution. This Agreement shall be governed by and construed under the laws of the State of California, USA, excluding choice of law rules. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts of California, USA. Nothing in this section shall restrict Mentor Graphics’ right to bring an action (including for example a motion for injunctive relief) against Customer or its Subsidiary in the jurisdiction where Customer’s or its Subsidiary’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.

19. Miscellaneous. This Agreement contains the parties’ entire understanding relating to its subject matter and supersedes all prior or contemporaneous agreements, including but not limited to any purchase order terms and conditions. This Agreement may only be modified in writing, signed by an authorized representative of each party. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.

Rev. 1201001