BLUESPEC SYSTEM LICENSE AGREEMENT

Transcription

1 BLUESPEC SYSTEM LICENSE AGREEMENT This Bluespec System License Agreement (the Agreement ) is entered into this day of 200 (the "Effective Date") by and between Sandburst Corporation, with offices at 600 Federal Street, Andover, MA 01810, U.S.A. ("Sandburst") and ( Licensee ) with offices at. 1. SCOPE OF AGREEMENT Sandburst has developed certain software program tools used in the design of semiconductors (the Software Programs ), and associated documentation (the Documentation ) and examples (the Examples ), collectively designated by Sandburst as the Bluespec System or System, as set forth in Exhibit A, attached hereto. Sandburst desires to license the System to Licensee solely for Licensee s internal use and evaluation and not for any other purpose including, but not limited to the marketing and/or sale of products developed utilizing the System and/or any other commercial purpose. Definitions: Software Programs- All supplied software that is part of the Bluespec program development process, including the Bluespec compiler binary, libraries, runtime system, and associated tools such tracing and performance-analysis tools. Documentation - The language manual, the user manual, tutorials, presentations, lecture notes, exercises and laboratories, including any associated diagrams and figures. Example Code ( Examples ) - Bluespec, C and Verilog source codes that are provided in the distribution principally for illustrative purposes, in many cases referred to by the supplied manuals and tutorials. 2. REPRESENTATIONS AND WARRANTIES OF LICENSEE Licensee warrants and represents that it is a corporation, entity or educational institution as certified by Licensee in Exhibit B, attached hereto. Licensee further warrants and represents that it shall use the System solely for its own internal use and evaluation of such System and not for any other purpose, including but not limited to the marketing and/or sale of products developed utilizing the System and/or any other commercial purpose. 600 Federal Street Andover, MA USA

2 3. LICENSE Subject to the terms and conditions of this Agreement, Sandburst grants to Licensee a royalty free, non-exclusive license (without the right to transfer or sublicense) to use the System. Licensee agrees and warrants that the System will not be used for any commercial purposes or any purpose outside of the terms and conditions of this Agreement. If Licensee desires to use the System for any other purpose, Licensee shall contact Sandburst regarding the execution of a commercial license agreement. 4. INTELLECTUAL PROPERTY Sandburst shall own, have and retain all right, title and interest in and to all intellectual property in the Bluespec System. In the event Licensee makes any improvements, modifications or enhancements to the Software or Documentation, Licensee shall grant to Sandburst a non-exclusive, fully paid up, royalty free, perpetual license to any and all such improvements, modifications or enhancements or derivatives thereof. Licensee shall not disassemble, reverse engineer, or reverse compile the Software. The Software shall not be used to verify the features or functions of or enable the development of similar software. Licensee may improve, modify, or enhance the Examples supplied with the Bluespec System, or create its own Bluespec code. Licensee retains rights to any Bluespec code that it creates. Licensee may publish or otherwise disseminate its Bluespec code, but if it contains any Bluespec code orginally from the Bluespec System, Licensee must clearly acknowledge and cite this in accordance with customary publication practice. 5. LIMITED WARRANTY The System is provided AS IS and without any warranty of any kind, express or implied, and Licensee accepts all risks and liabilities associated with the use of the System. Sandburst warrants that it has the full right and authority to enter into and perform any and all applicable provisions of this Agreement. THIS LIMITED WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO NON-INFRINGEMENT OR THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. LIMITATION OF LIABILITY IN NO EVENT SHALL SANDBURST BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND UNDER ANY CIRCUMSTANCES, EVEN IF ADVISED OF THE SAME. 7. CONFIDENTIALITY Page 2 of 7

3 "Confidential Information" means information furnished by one party to the other party in contemplation of or under this Agreement (i) which if disclosed in writing or other tangible form is clearly identified by the Disclosing Party as confidential or proprietary by appropriate proprietary legend, or (ii) which if disclosed in oral, visual or other nontangible form is identified by the Disclosing Party as confidential or proprietary at the time of such disclosure, or within thirty (30) days after such disclosure, Disclosing Party delivers to the Receiving Party a written document or documents describing such information and referencing the place and date of such oral, visual or written disclosure and the names of the employees or officers of the Receiving Party to whom such disclosure was made. Confidential Information shall not include information that (i) was already known to the Receiving Party; (ii) has become available to the public through no fault or omission on the part of the Receiving Party; (iii) is independently developed by the Receiving Party; or (iv) is rightfully received by the Receiving Party from a third party without a duty of confidentiality. Licensee shall not disclose Confidential Information except to persons with a need to know who agree to be bound by all of the terms and conditions herein, and shall use it only for purposes specifically permitted by this Agreement and shall promptly return all Confidential Information upon the request of Sandburst. 8. TERM AND TERMINATION The Software in the Bluespec System has a clearly marked Expiry Date. This Agreement shall commence on the Effective Date and shall remain in effect until the Expiry Date, unless terminated by a party hereto upon at least thirty (30) days written notice prior to the expiration of the then current term. Sandburst reserves the right to terminate this Agreement at any time, with or without cause, upon written notice. If a party fails to perform any of its material obligations under this Agreement, the other party may provide written notice specifying the respects in which such party has so failed to perform its obligations under this Agreement, and stating that it intends to terminate this Agreement in the event of continued default if not cured within thirty (30) days after giving such written notice. The licenses granted in Section 3 shall cease upon termination of this Agreement. The provisions of Sections 2, 3, 4, 5, 6, 7, 8 and 13 shall survive any expiration or termination of this Agreement. Upon termination or expiration of this Agreement, Licensee is expected to destroy all Software, Documentation and Examples supplied with the System, on Licensee s computers and on any other media. 9. RELATIONSHIP OF PARTIES Page 3 of 7

4 In no event shall Sandburst or any employees be considered employees of Licensee, and nothing in this Agreement shall be construed as authorizing any party to represent any other party in any manner whatsoever. This Agreement does not create a relationship of agency, partnership, joint venture or employment among the parties. No party is authorized to create any obligation, express or implied, on behalf of any other party. No party is authorized to exercise any control over any other party s methods of operation. 10. PARTIAL INVALIDITY If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reasons, such decision shall not affect the validity or enforceability of any or all of the remaining portions hereof, provided that the economic equity of the parties under this Agreement are not affected substantiality thereby and provided further that the parties negotiate in good faith with respect to alternative or modified provisions which will accomplish the objectives of this Agreement consistent with applicable law. 11. COMMUNICATIONS AND NOTICES All communication with Sandburst will be by at bluespec-inquiry@sandburst.com. All notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by certified or registered airmail; postage prepaid; by courier; or by facsimile or other electronic means with a copy of letter mailed as provided above; all to be addressed as follows: If to Sandburst: Sandburst Corporation 600 Federal Street Andover, MA Attention: President With copy to the Chief Financial Officer If to Licensee: Name: Address: Attention: (TEL): (FAX) Any party hereto may change its address by providing a written notice to the other party. 12. NON-WAIVER A waiver by any party hereof, express or implied, of any breach of any term, condition or obligation of this Agreement by any other party shall not be construed as a waiver of Page 4 of 7

5 any subsequent breach of that term, condition or obligation or of any other term, condition or obligation of this Agreement of the same or different nature. 13. GOVERNING LAW This Agreement and matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law rules. 14. ENTIRE AGREEMENT The terms and conditions contained herein constitute the entire agreement among the parties and shall supersede all previous communications, either oral or written, among the parties with respect to the subject matter hereof. No such communication by any party hereto shall alter the meaning or interpretation of this Agreement. No modification, alteration, addition or change in the terms hereof shall be binding on any party unless reduced to writing and duly executed by the parties hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their authorized representatives as of the date hereof. Licensee By: Name: Title: Date: Sandburst Corporation By: Name: Title: Date: Page 5 of 7

6 Exhibit A The Bluespec System The Bluespec System or System consist of one or more components relating to the use of the Bluespec Hardware Modeling and Description Language. These components include (but are not limited to): The Bluespec Compiler: An executable program that translates a description of a hardware system written in the Bluespec language into an "Object Language" such as C or Verilog. The Bluespec Libraries: useful pre-compiled Bluespec sub-programs that are commonly used by other Bluespec programs, and are linked with such Bluespec programs. The Bluespec C Runtime System: Software libraries and other tools that permit the debugging and execution of the C code produced by the Bluespec Compiler, on a workstation with standard C compilers and tools. Language Reference Manuals, User Manuals, Tutorials, and other documentation. Example Programs written in the Bluespec, Verilog, C, and possibly other languages. The components may also include tools for further processing and analysis of the object code produced by the Bluespec Compiler, such as tools for interfacing Bluespec code to Licensee's or other Third Party code, for example in C or Verilog. Page 6 of 7

7 Exhibit B Representation Licensee hereby warrants and represents as follows: (check one) Licensee is an accredited educational institution and shall provide the Bluespec System solely to its students and faculty members pursuant to the terms and conditions of this Agreement. Licensee shall execute and return such Agreement to Sandburst. Licensee is a corporation or a and shall provide the Bluespec System solely to its employees pursuant to the terms and conditions of this Agreement. Licensee shall execute and return such Agreement to Sandburst. Page 7 of 7