IMPORTANT INFORMATION

USE OF PRODUCTS IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE AGREEMENT BEFORE USING THE PRODUCTS. USE OF PRODUCTS INDICATES YOUR 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.

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 license (“Customer”), and the Mentor Graphics entity that issued the corresponding quotation or, if no quotation was issued, 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 and the applicable quotation contain the parties' entire understanding relating to the subject matter and supersede all prior or contemporaneous agreements. If Customer does not agree to these terms and conditions, promptly return or, if received electronically, certify destruction of Products and all accompanying items within five days after receipt of Products and receive a full refund of any license fee paid.

1. DEFINITIONS. These terms shall have the following meanings: “Customer’s Product” means the end-user product identified in the applicable quotation which is developed solely by Customer; “Development Location” means the location where Software may be used as authorized in writing by Mentor Graphics; “Development Tools” means the software that may be used by Customer for building, editing, compiling, debugging or prototyping Customer’s Product; “Embedded Software” means software that is embeddable; “End-User” means Customer’s customer; "Executable Code" means a compiled program translated into a machine readable format that can be loaded into memory and run by a certain processor; “Hardware” means a physically tangible electro-mechanical system or sub-system and associated documentation; “Linkable Object Code” means linkable code resulting from the translation, processing, or compiling of Source Code by a computer into machine readable format; “Processor Unit” means the specific microprocessor to be used with Embedded Software and implemented in Customer’s Product; “Products” means Software and/or Hardware; “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; and “Source Code” means software in a form in which the program logic is readily understandable by a human being.

2. ORDERS, FEES AND PAYMENT.

2.1 To the extent Customer (or if agreed by Mentor Graphics, Customer’s appointed third party buying agent) places and Mentor Graphics accepts purchase orders pursuant to this Agreement (“Order(s)”), each Order will constitute a contract between Customer and Mentor Graphics, which shall be governed solely and exclusively by the terms and conditions of this Agreement, any applicable addenda and the applicable quotation, whether or not these documents are referenced on the Order. Any additional or conflicting terms and conditions appearing on an Order will not be effective unless agreed in writing by an authorized representative of Customer and Mentor Graphics.

2.2 Amounts invoiced will be paid, in the currency specified on the applicable invoice, within 30 days from the date of such invoice. Any past due invoices will be subject to the imposition of interest charges in the amount of one and one-half percent per month or the applicable legal rate currently in effect, whichever is lower. Prices do not include freight, insurance, customs duties, taxes or other similar charges, which Mentor Graphics will invoice separately. Unless provided with a certificate of exemption, Mentor Graphics will invoice Customer for all applicable taxes. Customer will make all payments free and clear of, and without reduction for, any withholding or other taxes; any such taxes imposed on payments by Customer hereunder will be Customer’s sole responsibility. If Customer appoints a third party to place purchase orders and/or make payments on Customer’s behalf, Customer shall be liable for payment under such Orders in the event of default by the third party.

2.3 All products are delivered FCA factory (Incoterms 2000), freight prepaid and invoiced to Customer, except Software delivered electronically, which shall be deemed delivered when made available to Customer for download. Mentor Graphics retains a security interest in all Products delivered under this Agreement, to secure payment of the purchase price of such Products, and Customer agrees to sign any documents that Mentor Graphics determines to be necessary or convenient for use in filing or perfecting such security interest. Mentor Graphics’ delivery of Software by electronic means is subject to Customer’s provision of both a primary and an alternate e-mail address.

3. GRANT OF LICENSE.

3.1 All Products constitute or contain copyright, 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. As set forth in the applicable quotation, Mentor Graphics grants to Customer, subject to payment of applicable license fees, a nontransferable, nonexclusive license to use Software as set forth in the applicable subsection(s) in Section 3.2 below. The limited licenses granted under this Agreement shall continue until expiration 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 with Mentor Graphics for such purpose.

3.2 License Type. The license type shall be identified in the applicable quotation.

3.2.1 Development License: Customer may modify, compile, assemble and convert the applicable Embedded Software Source Code into Linkable Object Code and/or Executable Code form for the Processor Unit(s), Customer’s Product(s) and at the Development Location(s) identified in the quotation, provided such Development Location(s) is located within the United States.

3.2.2 End-User Product License: In addition to the rights granted under Section 3.2.1, Customer may incorporate or embed an Executable Code version of the Embedded Software into unlimited copies of Customer’s Product(s), using the Processor Unit(s), and at the Development Location(s) identified in the quotation, provided such Development Location(s) is located within the United States. Customer may manufacture, brand and distribute such Customer’s Product(s) worldwide to its End-Users.

3.2.3 Internal Tool License: Customer may use the Development Tools solely: (a) for internal business purposes and (b) on the specified number of computer work stations and sites. Development Tools are licensed on a per-seat basis and shall not be distributed to others or delivered in Customer’s Product(s).

3.2.4 Evaluation License: Mentor Graphics may from time to time, at its sole discretion, lend Software to Customer. For each loan, Mentor Graphics will identify in writing the quantity and description of Software loaned, the authorized location and the term of the loan. Mentor Graphics will grant to Customer a temporary license to use the loaned Software solely for Customer’s non-production internal evaluation. Customer shall return to Mentor Graphics or delete and destroy loaned Software on or before the expiration of the loan term. Customer will sign a certification of such deletion or destruction if requested by Mentor Graphics.

3.3 Mentor Graphics’ standard policies and programs, which vary depending on Products, license fees paid or services purchased, apply to the following: (a) relocation of Products; (b) use of Products, which may be limited, for example, to execution of a single session by a single user on the authorized hardware or for a restricted period of time (such limitations may be technically implemented through the use of authorization codes or similar devices); and (c) support services provided, including eligibility to receive telephone support, updates, modifications, and revisions. For the avoidance of doubt, if Customer requests any change or enhancement to Products, or provides Product feedback, whether in the course of receiving support or consulting services, evaluating Products, performing beta testing or otherwise, any inventions, product improvements, modifications or developments made by Mentor Graphics (at Mentor Graphics’ sole discretion) will be the exclusive property of Mentor Graphics.

4. BETA CODE.

4.1 Portions or all of certain Software may contain code for experimental testing and evaluation (“Beta Code”), which may not be used without Mentor Graphics’ explicit authorization. Upon Mentor Graphics’ authorization, Mentor Graphics grants to Customer a temporary, nontransferable, nonexclusive license for experimental use to test and evaluate the Beta Code without charge for a limited period of time specified by Mentor Graphics. This grant and Customer’s use of the Beta Code shall not be construed as marketing or offering to sell a license to the Beta Code, which Mentor Graphics may choose not to release commercially in any form.

4.2 If Mentor Graphics authorizes Customer to use the Beta Code, Customer agrees to evaluate and test the Beta Code under normal conditions as directed by Mentor Graphics. Customer will contact Mentor Graphics periodically during Customer’s use of the Beta Code to discuss any malfunctions or suggested improvements. Upon completion of Customer’s evaluation and testing, Customer will send to Mentor Graphics a written evaluation of the Beta Code, including its strengths, weaknesses and recommended improvements.

4.3 Customer agrees to maintain the Beta Code in confidence and shall restrict access to the Beta Code, including the methods and concepts utilized therein, solely to those employees and Customer location(s) authorized by Mentor Graphics to perform beta testing. Customer agrees that any written evaluations and all inventions, product improvements, modifications or developments that Mentor Graphics conceived or made during or subsequent to this Agreement, including those based partly or wholly on Customer’s feedback, will be the exclusive property of Mentor Graphics. Mentor Graphics will have exclusive rights, title and interest in all such property. The provisions of this Subsection 4.3 shall survive the termination of this Agreement.
 

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 and on-site 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 them 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. 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 Development Tools (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.

5.2 Customer may not relocate, sublicense, assign or otherwise transfer this Agreement, or the licenses, rights and duties under it, whether by operation of law or otherwise (“Attempted Transfer”), without Mentor Graphics’ prior written consent 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.

5.3 The provisions of this Section 5 shall survive the termination of this Agreement.

6. SUPPORT SERVICES. To the extent Customer purchases support services, Mentor Graphics will provide Customer updates and technical support for the Development Location for which support is ordered in accordance with Mentor Graphics’ then current End-User Software Support Terms located at http://supportnet.mentor.com/about/legal/.
 

7. THIRD PARTY AND OPEN SOURCE SOFTWARE.

7.1 Some Products may contain code distributed under a third party license agreement. Please see the applicable Product documentation for further details. Mentor Graphics warrants that Products containing code subject to a third party license agreement do not require: (a) disclosure or distribution in Source Code form; (b) licensing for the purpose of making derivative works; or (c) redistribution at no charge, as a condition for use, modification and/or distribution of such code. MENTOR GRAPHICS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE FOREGOING LIMITED WARRANTY UNDER THIS SECTION 7 SHALL BE, AT MENTOR GRAPHICS’ OPTION, EITHER (A) TERMINATION OF THIS LICENSE AND REFUND OF THE LICENSE FEE RECEIVED FROM CUSTOMER UPON RETURN OF PRODUCT TO MENTOR GRAPHICS OR (B) MODIFICATION OR REPLACEMENT OF PRODUCT THAT DOES NOT MEET THIS LIMITED WARRANTY, PROVIDED CUSTOMER HAS OTHERWISE COMPLIED WITH THIS AGREEMENT.

7.2 If Customer uses open source software in conjunction with Products, Customer will ensure that Customer’s use does not: (a) impose, or purport to impose, obligations upon Mentor Graphics with respect to Products or (b) grant, or purport to grant, to any third party any rights to or immunities under Mentor Graphics' proprietary and other rights in Products. For purposes of this Agreement, open source software means software available for use, modification and distribution that is licensed under terms that require the licensee to make the licensee's modifications to the open source software or any software that the licensee “combines” with the open source software freely available to others in Source Code form. Customer may not combine Products with software licensed under the GNU General Public License (“GPL”) in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modifications to the Software to become subject to the terms of the GPL. The provisions of this Section 7 shall survive the termination of this Agreement.
 

8. LIMITED WARRANTY.

8.1 Mentor Graphics warrants that during the warranty period its standard, generally supported Software, when properly installed, and other Products will substantially conform to the functional specifications set forth in the applicable user manual and/or specification. Mentor Graphics does not warrant that Products will meet Customer’s requirements or that operation of Products will be uninterrupted or error free. The warranty period is 90 days starting on the 15th day after delivery or upon installation, whichever first occurs. Customer must notify Mentor Graphics in writing of any nonconformity within the warranty period. For the avoidance of doubt, this warranty applies only to the initial shipment of Products under the applicable Order and does not renew or reset, by way of example, with the delivery of (a) Software updates or (b) authorization codes. This warranty shall not be valid if Software has been subject to misuse, unauthorized modification or improper installation. In addition, all third party software is subject to the manufacturer’s original warranty as described in the manufacturer’s license agreement, and is not included in this warranty. Such third party products are identified with an asterisk in the applicable quotation. MENTOR GRAPHICS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY SHALL BE, AT MENTOR GRAPHICS’ OPTION, EITHER (A) REFUND OF THE PRICE PAID UPON RETURN OF PRODUCT TO MENTOR GRAPHICS OR (B) MODIFICATION OR REPLACEMENT OF PRODUCT THAT DOES NOT MEET THIS LIMITED WARRANTY, PROVIDED CUSTOMER HAS OTHERWISE COMPLIED WITH THIS AGREEMENT. MENTOR GRAPHICS MAKES NO WARRANTIES WITH RESPECT TO: (A) SERVICES; (B) PRODUCTS WHICH ARE LICENSED AT NO COST; OR (C) BETA CODE; ALL OF WHICH ARE PROVIDED “AS IS.”

8.2 THE WARRANTIES SET FORTH IN THIS SECTION 8 ARE EXCLUSIVE TO CUSTOMER AND DO NOT APPLY TO ANY END-USER. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO PRODUCTS OR OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. MENTOR GRAPHICS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

9. LIMITATION OF LIABILITY. EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE LAW, IN NO EVENT SHALL MENTOR GRAPHICS OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF MENTOR GRAPHICS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MENTOR GRAPHICS’ OR ITS LICENSORS’ LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED FROM CUSTOMER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. IN THE CASE WHERE NO AMOUNT WAS PAID, MENTOR GRAPHICS AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
 

10. HAZARDOUS APPLICATIONS.

10.1 Customer acknowledges that Mentor Graphics is licensing Products to Customer for the purpose of reducing the design and implementation time that would otherwise have been required in making Customer’s designs. 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 equipment 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 APPLICATION. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
 

11. INDEMNIFICATION. CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS MENTOR GRAPHICS AND ITS LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE OR LIABILITY, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF PRODUCTS AS DESCRIBED IN SECTION 10. THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
 

12. INFRINGEMENT.

12.1 Mentor Graphics will defend or settle, at its option and expense, any action brought against Customer in the United States, Canada, Japan, or member state of the European Union which alleges that any standard, generally supported Product infringes a patent or copyright or misappropriates a trade secret in such jurisdiction. Mentor Graphics will pay any costs and damages finally awarded against Customer that are attributable to the action. Customer understands and agrees that as conditions to Mentor Graphics’ obligations under this section Customer must: (a) notify Mentor Graphics promptly in writing of the action; (b) provide Mentor Graphics all reasonable information and assistance to settle or defend the action; and (c) grant Mentor Graphics sole authority and control of the defense or settlement of the action.

12.2 If a claim is made under Subsection 12.1 Mentor Graphics may, at its option and expense, either: (a) replace or modify the Product so that it becomes non-infringing; (b) procure for Customer the right to continue using the Product; or (c) require the return of the Product and refund to Customer any fees paid, less a reasonable allowance for use.

12.3 Mentor Graphics has no liability to Customer if the claim is based upon: (a) the combination of the Product with any product not furnished by Mentor Graphics; (b) the modification of the Product other than by Mentor Graphics or as directed by Mentor Graphics; (c) the continued use of the infringing Product when Mentor Graphics has provided Customer with a current unaltered release of a non-infringing Product in accordance with Subsection 12.2(a); (d) the use of Product as part of an infringing process; (e) a product that Customer makes, uses, or sells; (f) any Beta Code or loaned Product; (g) any third party software provided by Mentor Graphics’ licensors who do not provide such indemnification to Mentor Graphics’ customers including but not limited to any SNMP Research software (SNMPv1/v2/v3); or (h) infringement by Customer that is deemed willful. In the case of (h), Customer shall reimburse Mentor Graphics for its reasonable attorney fees and other costs related to the action.

12.4 THIS SECTION 12 IS SUBJECT TO SECTION 9 ABOVE AND STATES THE ENTIRE LIABILITY OF MENTOR GRAPHICS AND ITS LICENSORS AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION BY ANY PRODUCT LICENSED UNDER THIS AGREEMENT.

13. TERMINATION AND EFFECT OF TERMINATION.

13.1 Termination for Breach. This Agreement shall remain in effect until terminated in accordance with its terms. Upon written notice, Mentor Graphics may immediately terminate this Agreement and/or the licenses granted under this Agreement, and Customer will immediately discontinue use and distribution of Products if Customer: (a) exceeds the scope of the license granted or otherwise fails to comply with the licensing and/or confidentiality provisions of this Agreement 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. For any other material breach of any provision of this Agreement, Mentor Graphics may terminate this Agreement and/or any license to Software granted under this Agreement at any time upon 30 days written notice to Customer if Customer fails to cure the breach within the 30 day notice period. 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.

13.2 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 either return to Mentor Graphics or destroy Products 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 Products or copies of Products in any form. 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 and (b) such End-User is not in breach of its agreement nor a party to Customer’s breach.

14. EXPORT. Products 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. Regardless of any disclosure Customer makes to Mentor Graphics of an ultimate destination of the Products or material provided under this Agreement, or direct or indirect products thereof, Customer warrants that it and its End-Users will not export in any manner, either directly or indirectly, any such Product or material, or direct or indirect product thereof, without first obtaining all necessary approval from appropriate local and U.S. 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.

15. 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.

16. THIRD PARTY BENEFICIARY. For any Software 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.

17. REVIEW OF LICENSE USAGE. Customer will monitor the access to and use of Products. With prior written notice and during Customer’s normal business hours, an internationally recognized accounting firm chosen by Mentor Graphics, shall have the right to review Customer’s 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 FLEXlm or 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 17 shall survive the termination of this Agreement.

18. CONTROLLING LAW, JURISDICTION AND DISPUTE RESOLUTION. The owners of the Mentor Graphics intellectual property rights licensed under this Agreement are located in Ireland and the United States. To promote consistency around the world, disputes shall be resolved as follows: This Agreement shall be governed by and construed under the laws of the State of Oregon, USA, excluding choice of law rules, if Customer is located in North or South America, and the laws of Ireland if Customer is located outside of North or South America. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of Portland, Oregon when the laws of Oregon apply, or Dublin, Ireland when the laws of Ireland apply. Notwithstanding the foregoing, all disputes in Asia (except for Japan) arising out of or in relation to this Agreement shall be resolved by arbitration in Singapore before a single arbitrator to be appointed by the chairman of the Singapore International Arbitration Centre (“SIAC”) to be conducted in the English language, in accordance with the Arbitration Rules of the SIAC in effect at the time of the dispute, which rules are deemed to be incorporated by reference in this section. This section shall not restrict Mentor Graphics’ right to bring an action against Customer in the jurisdiction where Customer’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

19. 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.

20. 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 by authorized representatives of the parties. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.

Rev. 091110, Part No. 242358