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FPGA and PLD Netlists License Agreement

IMPORTANT - USE OF THESE FPGA AND PLD NETLISTS ARE SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE AGREEMENT BEFORE USING THE NETLISTS.


This license is a legal "Agreement" concerning the use of Netlists between you, the end user, either individually or as an authorized representative of the company purchasing the license, and Mentor Graphics Corporation, Mentor Graphics (Ireland) Limited, Mentor Graphics (Singapore) Private Limited, and their majority-owned subsidiaries (collectively "Mentor Graphics"). USE OF NETLISTS INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. If you do not agree to these terms and conditions, do not order or download Netlists or if media has been received promptly return or, if received electronically, certify destruction of Netlists and all accompanying items within 10 days after receipt of Netlists and receive a full refund of any license fee paid.

FPGA AND PLD NETLISTS LICENSE AGREEMENT

1. GRANT OF LICENSE. The "intellectual property" consisting of certain FPGA and/or PLD netlists you are downloading or have acquired with this Agreement, including any updates, modifications, revisions, copies, and documentation ("Netlists") are copyrighted, trade secret and confidential information of Mentor Graphics or its licensors who maintain exclusive title to all Netlists and retain all rights not expressly granted by this Agreement. Mentor Graphics grants to you, subject to payment of appropriate license fees, a worldwide, nontransferable, nonexclusive license to use Netlists for a "single use" solely to: (a) design and simulate integrated circuits and (b) manufacture, or have manufactured, and distribute such integrated circuits in silicon form. "Single Use" means one use of a netlist in a design. Subsequent uses will require payment of additional fees. Mentor Graphics shall have title to and ownership of any modifications you make to Netlists and reveal to Mentor Graphics. Mentor Graphics' then-current standard policies, which vary depending on Netlists licensed, apply to the following and are subject to change: (a) determinations as to whether a particular design qualifies as a new design or part of the original single chip design; and (b) support services provided. Current standard policies are available upon request.

2. RESTRICTIONS ON USE. You may copy Netlists only as reasonably necessary to support the authorized use. Each copy must include all notices and legends embedded in Netlists and affixed to its medium and container as received from Mentor Graphics. All copies shall remain the property of Mentor Graphics or its licensors. You shall not make Netlists available in any form to any person other than your employer's employees and contractors, excluding Mentor Graphics' competitors, whose job performance requires access. You shall take appropriate action to protect the confidentiality of Netlists and ensure that any person permitted access to Netlists does not disclose it or use it except as permitted by this Agreement. Except as otherwise permitted for purposes of interoperability as specified by the European Union Software Directive 91/250/EEC or local laws, you shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive source code from any Netlists provided in binary form. You may not sublicense, assign or otherwise transfer Netlists, this Agreement or the rights under this Agreement without Mentor Graphics' prior written consent. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise any license or right except the licenses and rights explicitly granted under this Agreement. Any license granted under this Agreement may be enforced by Mentor Graphics licensors. The provisions of this section shall survive the termination of this Agreement.

3. CONDITIONS. Mentor Graphics' obligations under this Agreement are subject to the following conditions. You acknowledge that: (a) Mentor Graphics is licensing Netlists to you for the purpose of reducing the design and implementation time that would otherwise have been required to develop products, and you also agree that Mentor Graphics has no control over the specific applications and use you will make of Netlists; and (b) third parties may hold patents rights in technology related or similar to the integrated circuits you design using Netlists. You acknowledge that it is your obligation to exercise normal due diligence to determine if there are any such third party patent holders. You represent that you will exercise normal due diligence to obtain licenses from such third party patent holders as necessary. Mentor Graphics does not make any warranties or representations with respect to such third party rights except for those warranties or representations expressly granted to you under Section 7.1 below.

4. LIMITED WARRANTY.

    4.1 Mentor Graphics warrants that for a period of 90 days after receipt, the Netlists will substantially conform to the functional specifications set forth in the applicable user manual. Mentor Graphics does not warrant that Netlists will meet your requirements or that operation of Netlists will be uninterrupted or error free. You must notify Mentor Graphics in writing of any nonconformity within the warranty period. This warranty shall not be valid if Netlists have been subject to misuse or modification. MENTOR GRAPHICS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT MENTOR GRAPHICS' OPTION, EITHER: (A) REFUND OF THE PRICE PAID UPON CERTIFICATION OF DELETION OF THE NETLISTS; OR (B) MODIFICATION OR REPLACEMENT OF THE NETLISTS THAT DO NOT MEET THIS LIMITED WARRANTY, PROVIDED YOU HAVE OTHERWISE COMPLIED WITH THIS AGREEMENT.

    4.2 THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO NETLISTS OR OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. MENTOR GRAPHICS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL MENTOR GRAPHICS OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO WHETHER OCCASIONED BY THE ACT, BREACH, OMISSION, DEFAULT OR NEGLIGENCE OF MENTOR GRAPHICS, ITS EMPLOYEES, CONTRACTORS AND SUBCONTRACTORS, AND SHALL INCLUDE WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE OR PROFITS, LOSS OF USE OR DATA, LOSS OF SAVINGS OR ANTICIPATED SAVINGS, LOSS OF INVESTMENTS, LOSS OF GOODWILL, LOSS OF REPUTATION OR COST OF CAPITAL OR LOSS OF EXTRA ADMINISTRATIVE COST, WHETHER OR NOT FORESEEABLE, AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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' TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE NETLIST 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.

6. LIFE ENDANGERING ACTIVITIES. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF NETLISTS IN ANY APPLICATION WHERE THE FAILURE OR INACCURACY OF THE NETLISTS MIGHT RESULT IN DEATH OR PERSONAL INJURY. YOU AGREE 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 SUCH USE.

7. INFRINGEMENT.

    7.1 Mentor Graphics represents and warrants that Netlists as licensed hereunder do not infringe any United States, European Union or Japanese copyrights or misappropriate any trade secret of any third party in the United States, European Union or Japan. Mentor Graphics further represents and warrants that Netlists are the original work of Mentor Graphics and its licensors and were developed without access to or knowledge of any third party confidential materials.

    7.2 Mentor Graphics will defend or settle, at its option and expense, any action brought against you alleging copyright infringement or trade secret misappropriation related to Netlists in the United States, European Union or Japan. Mentor Graphics will pay any costs and damages finally awarded against you that are attributable to the claim, provided that you: (a) notify Mentor Graphics promptly in writing of the action; (b) provide Mentor Graphics all reasonable information and assistance to settle or defend the claim; and (c) grant Mentor Graphics sole authority and control of the defense or settlement of the claim.

    7.3 If a copyright infringement or trade secret misappropriation claim is made, Mentor Graphics may, at its option and expense, either (a) replace or modify Netlists so that they become noninfringing, or (b) procure for you the right to continue using Netlists. If Mentor Graphics determines that neither of those alternatives is financially practical or otherwise reasonably available, Mentor Graphics may require the return of Netlists and refund to you any license fee paid, less a reasonable allowance for use.

    7.4 Mentor Graphics has no liability to you for any claim of copyright infringement arising from (a) the combination of Intellectual Property with Customer or third party materials, unless it is determined by a court of competent jurisdiction that the Intellectual Property is the infringing element of such claim; or (b) the modification or translation of Intellectual Property or any portion of the Intellectual Property unless the modification or translation was made or approved in writing by Mentor Graphics; (c) the use of Netlists as part of an infringing process; or (d) any Netlists provided by Mentor Graphics' licensors which do not provide such indemnification to Mentor Graphics' customers.

    7.5 MENTOR GRAPHICS MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY THAT THE NETLISTS ARE FREE FROM ANY CLAIM OF INFRINGEMENT OF ANY THIRD PARTY'S PATENT RIGHTS. Subject to this disclaimer, if any party makes a claim of direct infringement of a patent by Netlists, Mentor Graphics may, at its option and expense, either: (a) replace or modify Netlists so that they become noninfringing; or (b) procure for you the right to continue using Netlists. If Mentor Graphics determines that neither of those alternatives is financially practical or otherwise reasonably available, Mentor Graphics may require the return of Netlists and refund to you any license fee paid, less a reasonable allowance for use.

    7.6 THIS SECTION 7 STATES THE ENTIRE LIABILITY OF MENTOR GRAPHICS AND ITS LICENSORS AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR ANY TRADE SECRET MISAPPROPRIATION BY ANY NETLISTS LICENSED UNDER THIS AGREEMENT.

8. TERM. This Agreement remains effective until termination. This Agreement will automatically terminate if you: (a) fail to comply with any term or condition of this Agreement; (b) fail to pay for the license when due and such failure to pay continues for a period of 30 days after written notice from Mentor Graphics; or (c) become insolvent, make an assignment for the benefit of creditors, file or have filed against you a petition in bankruptcy or seeking reorganization, have a receiver appointed, or institute any proceedings for liquidation or winding-up. Upon any termination, you agree to cease all use of Netlists and return to Mentor Graphics or certify deletion and destruction of Netlists, including all copies, to Mentor Graphics' reasonable satisfaction.

9. AUDIT RIGHTS. Mentor Graphics shall have the right to audit all your records and accounts as may contain information related to this Agreement. Such audit shall be conducted upon reasonable notice during normal business hours by an independent auditor. Mentor Graphics shall keep confidential any information gained as a result of any audit, except to use such information as necessary to enforce Mentor Graphics rights under this Agreement.

10. EXPORT. Netlists 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 products of the products to certain countries and certain persons. You agree that you will not export in any manner any Netlists or direct product of Netlists, without first obtaining all necessary approval from appropriate local and United States government agencies.

11. RESTRICTED RIGHTS NOTICE. Netlists have been developed entirely at private expense and is commercial computer Netlists provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in the license agreement under which Netlists were obtained pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is Mentor Graphics Corporation, 8005 Boeckman Road, Wilsonville, Oregon 97070-7777 USA.

12. CONTROLLING LAW. If the Netlists are licensed for use in Israel, Egypt, Switzerland, Norway, South Africa, or the European Union, then this Agreement shall be governed by and construed under the laws of Ireland and the Irish courts shall have exclusive jurisdiction to hear all matters arising out of this Agreement. If the Netlists are licensed for use in Japan, then this Agreement shall be governed by and construed under the laws of Japan and the courts of Japan shall have exclusive jurisdiction to hear all matters arising out of this Agreement. If the Netlists are licensed for use in Singapore, People's Republic of China, Republic of China, India, or Korea, then this Agreement shall be governed by and construed under the laws of Singapore and the courts of Singapore shall have exclusive jurisdiction to hear all matters arising out of this Agreement. If the Netlists are licensed for use in the United States of America, Canada, Mexico, South America or anywhere else worldwide not provided for in this Section, then this Agreement shall be governed by and construed under the laws of Oregon and the courts of Oregon shall have exclusive jurisdiction to hear all matters arising out of this Agreement.

13. 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.

14. MISCELLANEOUS. This Agreement contains the entire understanding between the parties relating to its subject matter and supersedes all prior or contemporaneous agreements, including but not limited to any purchase order terms and conditions, except valid license agreements related to the subject matter of this Agreement which are physically signed by you and an authorized agent of Mentor Graphics. This Agreement may only be modified by a physically signed writing between you and an authorized agent of Mentor Graphics. The terms of this Agreement are confidential information. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse. The prevailing party in any legal action regarding the subject matter of this Agreement shall be entitled to recover, in addition to other relief, reasonable attorneys' fees and expenses.

Version: 09/29/00