Grace Stand-Alone Tool License Agreement

IMPORTANT PLEASE READ THE FOLLOING LI!ENSE AGREEMENT !AREF"LL#$ THIS IS A LEGALL# %INDING
AGREEMENT$ AFTER #O" READ THIS LI!ENSE AGREEMENT& #O" ILL %E AS'ED HETHER #O" A!!EPT AND
AGREE TO THE TERMS OF THIS LI!ENSE AGREEMENT$ DO NOT !LI!' (I A!!EPT) "NLESS* +,- #O" ARE
A"THORI.ED TO A!!EPT AND AGREE TO THE TERMS OF THIS LI!ENSE AGREEMENT ON %EHALF OF #O"RSELF
AND #O"R !OMPAN#/ AND +0- #O" INTEND TO ENTER INTO AND TO %E %O"ND %# THE TERMS OF THIS LEGALL#
%INDING AGREEMENT ON %EHALF OF #O"RSELF AND #O"R !OMPAN#$
Im1ortant Read care23ll4* This Grace Stand-Alone Tool License Agreement (Agreement) is a legal
agreement between you (either an individual or entity) and Texas nstruments ncor!orated (T)" The
Licensed #aterials sub$ect to this Agreement include the so%tware !rograms (in whole or in !art) that
accom!any this Agreement and any on-line or electronic documentation (in whole or in !art) associated
with these so%tware !rograms" &y installing' co!ying or otherwise using the Licensed #aterials you agree
to abide by the !rovisions set %orth herein" This Agreement is dis!layed %or you to read !rior to using the
Licensed #aterials" % you choose not to acce!t or agree with these !rovisions' do not download or install
the Licensed #aterials"
Note Regarding Access to Open Source Software( The Licensed #aterials are bundled with o!en
source so%tware" &y acce!ting this Agreement' you will gain access to so%tware licensed under o!en
source licenses' in which case such so%tware and corres!onding o!en source licenses will be listed in the
a!!licable so%tware mani%est (in whole or in !art' the )!en Source #aterials)" *our use o% the )!en
Source #aterials is sub$ect to the se!arate licensing terms a!!licable to such )!en Source #aterials as
s!eci%ied in the a!!licable so%tware mani%est" +or clari%ication' this Agreement does not limit your rights
under' or grant you rights that su!ersede' the license terms o% any a!!licable )!en Source #aterials
license agreement" % any o% the )!en Source #aterials have been !rovided to you in ob$ect code only' T
will !rovide to you or show you where can access the source code versions o% such )!en Source
#aterials i% you contact T at Texas nstruments ncor!orated' ,-.// T &oulevard' #ail Station 0120'
3allas' Texas 4.-52' Attention( 6ontracts #anager' AS7" *ou may terminate this Agreement in the event
you choose not to acce!t or agree with the terms in any a!!licable )!en Source #aterials license
agreement' !rovided that such termination occurs within %ive (.) calendar days o% acce!tance o% this
Agreement and you abide by all a!!licable license terms in this Agreement until such termination"
,$ License Grant and "se Restrictions$
a" Limited License" Sub$ect to the terms o% this Agreement' T hereby grants to you the %ollowing
non-exclusive' non-trans%erable' non-assignable' royalty-%ree' non-sublicensable licenses under all
T intellectual !ro!erty rights embodied in the Licensed #aterials(
i" 8ost License" *ou may use the Licensed #aterials only on a single-user host com!uter
system to generate a!!lications (Target A!!lications) that execute solely and exclusively on
!rocessing devices manu%actured by or %or T (T 3evices)"
ii" Target License" The Licensed #aterials may include so%tware !rograms in an ob$ect code
%ormat that are designed s!eci%ically %or use with T 3evices in Target A!!lications ()b$ect
6ode Licensed #aterials)" *ou may (i) ma9e co!ies' dis!lay internally' distribute internally'
test and evaluate internally and use internally the )b$ect 6ode Licensed #aterials !rovided to
you %or the sole !ur!oses o% designing' develo!ing' maintaining and su!!orting Target
A!!lications' and (ii) ma9e' use' sell' o%%er to sell' im!ort' ex!ort and otherwise distribute the
)b$ect 6ode Licensed #aterials' solely as !art o% Target A!!lications' !rovided that such
Target A!!lications are in executable %ormat only that execute solely and exclusively on T
3evices"
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b" 6ontractors and Su!!liers" The licenses granted to you hereunder shall include your on-site and
o%%-site su!!liers and inde!endent contractors' while such su!!liers and inde!endent contractors are
!er%orming wor9 %or or !roviding services to you' !rovided that such su!!liers and inde!endent
contractors have executed wor9-%or-hire agreements with you containing a!!licable terms and
conditions consistent with the terms and conditions set %orth in this Agreement and !rovided %urther
that you shall be liable to T %or any breach by your su!!liers or inde!endent contractors o% this
Agreement to the same extent as you would be i% you had breached the Agreement yoursel%"
c" <!dates" 3uring the term o% this Agreement' T shall at no additional charge !rovide you with
u!dates (including error and bug %ixes) to the Licensed #aterials (the <!dates) when the <!dates
become commercially available in T=s sole discretion" <!dates shall be considered !art o% the
Licensed #aterials and you may use the <!dates only in accordance with the terms and conditions
o% this Agreement" >otwithstanding the %oregoing' nothing in the Agreement will be construed as an
obligation %or T to !rovide you with <!dates" +or clari%ication' a se!arate license agreement with T
is re?uired %or you to receive u!grades to the Licensed #aterials when such u!grades become
commercially available in T=s sole discretion"
d" Limited License to T" 6ontinuing %or the term o% this Agreement' you hereby grant to T and T=s
licensees o% the Licensed #aterials' under any o% your !atents embodied in the Licensed #aterials' a
non-trans%erable' non-exclusive' non-assignable' worldwide' %ully !aid-u!' royalty-%ree license to
ma9e' use' sell' o%%er to sell' im!ort' ex!ort and otherwise distribute such Licensed #aterials"
e" >o )ther License" >otwithstanding anything to the contrary' nothing in this Agreement shall be
construed as a license to any intellectual !ro!erty rights o% T other than those rights embodied in the
Licensed #aterials !rovided to you by T" @A6@7T AS 7B)C3@3 8@B@>' >) )T8@B L6@>S@'
@A7B@SS )B #7L@3' &* @ST)77@L )B )T8@BDS@' T) A>* )T8@B T >T@LL@6T<AL
7B)7@BT* BG8TS S GBA>T@3 8@B@>"
%" Bestrictions"
i" *ou shall not disclose or distribute the Licensed #aterials to any !erson other than your
em!loyees and contractors whose $ob !er%ormance re?uires access"
ii" <se o% any so%tware a!!lication generated using the Licensed #aterials on !rocessing
devices manu%actured by or %or an entity other than T is a material breach o% this Agreement"
<se o% the Licensed #aterials to assist in the design' develo!ment or veri%ication o% a device
not manu%actured by or %or T is a material breach o% this Agreement" <se o% the Licensed
#aterials to generate a!!lications %or use with !rocessing devices other than those
manu%actured by or %or T is a material breach o% this Agreement"
iii" )ther than as ex!ressly set %orth in Section ,(a) above' you may not otherwise co!y or
re!roduce the Licensed #aterials"
iv" @xce!t as ex!ressly !rovided in this Agreement' you shall not !ublish' disclose' dis!lay'
!rovide or ma9e available the Licensed #aterials to any third !arty and you shall not
sublicense' trans%er or assign the Licensed #aterials or your rights under this Agreement to
any third !arty" *ou shall not mortgage' !ledge or encumber the Licensed #aterials in any
way"
v" *ou may use the Licensed #aterials with )!en Source So%tware (as de%ined below) or with
so%tware develo!ed using )!en Source So%tware tools !rovided you do not incor!orate'
combine or distribute the Licensed #aterials in a manner that sub$ects the Licensed #aterials
to any license obligations or any other intellectual !ro!erty related terms o% any license
governing such )!en Source So%tware" E)!en Source So%twareE means any so%tware
licensed under terms re?uiring that (A) other so%tware (7ro!rietary So%tware) incor!orated'
combined or distributed with such so%tware or develo!ed using such so%tware( (i) be disclosed
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or distributed in source code %ormF or (ii) otherwise be licensed on terms inconsistent with the
terms o% this Agreement' including but not limited to !ermitting use o% the 7ro!rietary So%tware
on or with devices other than T 3evices' or (&) the owner o% 7ro!rietary So%tware license any
o% its !atents to users o% the )!en Source So%tware andGor 7ro!rietary So%tware incor!orated'
combined or distributed with such )!en Source So%tware or develo!ed using such )!en
Source So%tware"
g" Termination" This Agreement is e%%ective until terminated" *ou may terminate this Agreement at
any time by written notice to T" Dithout !re$udice to any other rights' i% you %ail to com!ly with the
terms o% this Agreement' T may terminate your right to use the Licensed #aterials u!on written
notice to you" <!on ex!iration or termination o% this Agreement' you will destroy any and all co!ies
o% the Licensed #aterials in your !ossession' custody or control and !rovide to T a written statement
signed by your authoriHed re!resentative certi%ying such destruction" @xce!t %or Sections ,(a)' ,(b)
and ,(d)' all !rovisions o% this Agreement shall survive ex!iration or termination o% this Agreement"
0$ Licensed Materials O5ners6i1$ The Licensed #aterials are licensed' not sold to you' and can only
be used in accordance with the terms o% this Agreement" Sub$ect to the licenses granted to you
!ursuant to this Agreement' T and T=s licensors own and shall continue to own all right' title and
interest in and to the Licensed #aterials' including all co!ies thereo%" The !arties agree that all %ixes'
modi%ications and im!rovements to the Licensed #aterials conceived o% or made by T that are
based' either in whole or in !art' on your %eedbac9' suggestions or recommendations are the
exclusive !ro!erty o% T and all right' title and interest in and to such %ixes' modi%ications or
im!rovements to the Licensed #aterials will vest solely in T" #oreover' you ac9nowledge and agree
that when your inde!endently develo!ed so%tware or hardware com!onents are combined' in whole
or in !art' with the Licensed #aterials' your right to use the Licensed #aterials embodied in such
resulting combined wor9 shall remain sub$ect to the terms and conditions o% this Agreement"
7$ Intellect3al Pro1ert4 Rig6ts$
a" The Licensed #aterials contain co!yrighted material' trade secrets and other !ro!rietary
in%ormation o% T and its licensors and are !rotected by co!yright laws' international co!yright treaties
and trade secret laws' as well as other intellectual !ro!erty laws" To !rotect T=s and its licensors=
rights in the Licensed #aterials' you agree' exce!t as s!eci%ically !ermitted by statute by a !rovision
that cannot be waived by contract' not to unloc9' decom!ile' reverse engineer' disassemble or
otherwise translate to a human-!erceivable %orm any !ortions o% the Licensed #aterials !rovided to
you in ob$ect code %ormat only' nor !ermit any !erson or entity to do so" *ou shall not remove' erase'
alter' tam!er' cover or obscure any con%identiality' trade secret' trade mar9' !atent' co!yright or other
!ro!rietary notice or other identi%ying mar9s or designs !rinted or stam!ed on' a%%ixed to' or encoded
or recorded in any com!onent o% the Licensed #aterials" *ou shall re!roduce and include in all
co!ies o% the Licensed #aterials the co!yright notice(s) and !ro!rietary legend(s) o% T and its
licensors as they a!!ear in the Licensed #aterials" T reserves all rights not s!eci%ically granted
under this Agreement"
b" 6ertain Licensed #aterials may be based on industry recogniHed standards or so%tware !rograms
!ublished by industry recogniHed standards bodies and certain third !arties may claim to own
!atents' co!yrights and other intellectual !ro!erty rights that cover im!lementation o% those
standards" *ou ac9nowledge and agree that this Agreement does not convey a license to any such
third !arty !atents' co!yrights' and other intellectual !ro!erty rights and that you are solely
res!onsible %or any !atent' co!yright or other intellectual !ro!erty right claim that relates to your use
or distribution o% the Licensed #aterials' or your use or distribution o% your !roducts that include or
incor!orate the Licensed #aterials" #oreover' you ac9nowledge that you are res!onsible %or any
%ees or royalties that may be !ayable to any third !arty based on such third !arty=s interests in the
Licensed #aterials or any intellectual !ro!erty rights that cover im!lementation o% any industry
recogniHed standard' any so%tware !rogram !ublished by any industry recogniHed standards bodies
or any other !ro!rietary technology"
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8$ !on2idential In2ormation$ *ou ac9nowledge and agree that the Licensed #aterials contain trade
secrets and other con%idential in%ormation o% T and its licensors" *ou agree to use the Licensed
#aterials solely within the sco!e o% the licenses set %orth herein' to maintain the Licensed #aterials
in strict con%idence' to use at least the same !rocedures and degree o% care that you use to !revent
disclosure o% your own con%idential in%ormation o% li9e im!ortance but in no instance less than
reasonable care' and to !revent disclosure o% the Licensed #aterials to any third !arty' exce!t as
may be necessary and re?uired in connection with your rights and obligations hereunder" *ou agree
to obtain executed con%identiality agreements with your em!loyees and contractors having access to
the Licensed #aterials and to diligently ta9e ste!s to en%orce such agreements in this res!ect" T
agrees that industry standard em!loyment agreements used in the normal course o% your business
shall satis%y the re?uirements o% this section" T may disclose your contact in%ormation to T=s
licensors"
9$ arranties and Limitations$ T8@ L6@>S@3 #AT@BALS AB@ 7B)C3@3 AS S" T A>3 TS
L6@>S)BS #AI@ >) DABBA>T* )B B@7B@S@>TAT)>' @T8@B @A7B@SS' #7L@3 )B
STAT<T)B*' B@GAB3>G T8@ L6@>S@3 #AT@BALS' >6L<3>G &<T >)T L#T@3 T)'
A>* #7L@3 DABBA>T@S )+ #@B68A>TA&LT* )B +T>@SS +)B A 7ABT6<LAB
7<B7)S@ )B >)>->+B>G@#@>T )+ A>* T8B3 7ABT* 7AT@>TS' 6)7*BG8TS' TBA3@
S@6B@TS )B )T8@B >T@LL@6T<AL 7B)7@BT* BG8TS" *)< AGB@@ T) <S@ *)<B
>3@7@>3@>T J<3G#@>T > 3@C@L)7>G *)<B 7B)3<6TS" >)T8>G 6)>TA>@3 >
T8S AGB@@#@>T DLL &@ 6)>STB<@3 AS A DABBA>T* )B B@7B@S@>TAT)> &* T T)
#A>TA> 7B)3<6T)> )+ A>* T S@#6)>3<6T)B 3@C6@ )B )T8@B 8AB3DAB@ )B
S)+TDAB@ DT8 D868 T8@ L6@>S@3 #AT@BALS #A* &@ <S@3"
> >) @C@>T S8ALL T' )B TS L6@>S)BS' &@ LA&L@ +)B A>* S7@6AL' >3B@6T'
>63@>TAL' 7<>TC@ )B 6)>S@K<@>TAL 3A#AG@S' 8)D@C@B 6A<S@3' )> A>*
T8@)B* )+ LA&LT*' > 6)>>@6T)> DT8 )B ABS>G )<T )+ T8S AGB@@#@>T )B
T8@ <S@ )+ T8@ L6@>S@3 #AT@BALS' B@GAB3L@SS )+ D8@T8@B T 8AS &@@>
A3CS@3 )+ T8@ 7)SS&LT* )+ S<68 3A#AG@S" @A6L<3@3 3A#AG@S >6L<3@' &<T
AB@ >)T L#T@3 T)' 6)ST )+ B@#)CAL )B B@>STALLAT)>' )<TS3@ 6)#7<T@B T#@'
LA&)B 6)STS' L)SS )+ 3ATA' L)SS )+ G))3DLL' L)SS )+ 7B)+TS' L)SS )+
SAC>GS' )B L)SS )+ <S@ )B >T@BB<7T)> )+ &<S>@SS" > >) @C@>T DLL T=S )B
TS L6@>S)BS= AGGB@GAT@ LA&LT* <>3@B T8S AGB@@#@>T )B ABS>G )<T )+
*)<B <S@ )+ T8@ L6@>S@3 #AT@BALS @A6@@3 T8@ GB@AT@B )+ +C@ 8<>3B@3 <"S"
3)LLABS (<SL.//) )B T8@ +@@S 7A3 T) T &* *)< +)B T8@ L6@>S@3 #AT@BALS
<>3@B T8S AGB@@#@>T"
&ecause some $urisdictions do not allow the exclusion or limitation o% incidental or conse?uential
damages or limitation on how long an im!lied warranty lasts' the above limitations or exclusions may
not a!!ly to you"
:$ Indemni2ication Disclaimer$ *)< A6I>)DL@3G@ A>3 AGB@@ T8AT T A>3 TS A77L6A&L@
L6@>S)BS S8ALL >)T &@ LA&L@ +)B A>3 S8ALL >)T 3@+@>3 )B >3@#>+* *)<
AGA>ST A>* T8B3 7ABT* >+B>G@#@>T 6LA# T8AT B@LAT@S T) )B S &AS@3 )>
*)<B #A><+A6T<B@' <S@ )B 3STB&<T)> )+ T8@ L6@>S@3 #AT@BALS )B *)<B
#A><+A6T<B@' <S@' )++@B +)B SAL@' SAL@' #7)BTAT)> )B 3STB&<T)> )+ *)<B
7B)3<6TS T8AT >6L<3@ )B >6)B7)BAT@ T8@ L6@>S@3 #AT@BALS"
;$ No Tec6nical S311ort$ T and T=s licensors are under no obligation to install' maintain or su!!ort
the Licensed #aterials"
<$ Notices$ All notices to T hereunder shall be delivered to Texas nstruments ncor!orated' ,-.// T
&oulevard' #ail Station 0120' 3allas' Texas 4.-52' Attention( 6ontracts #anager' AS7' with a co!y
to Texas nstruments ncor!orated' ,2.00 >" 6entral @x!ressway' #ail Station 2;;;' 3allas' Texas
4.-52' Attention( Law 3e!artment - AS7" All notices shall be deemed served when received by T"
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=" E>1ort !ontrol$ *ou hereby ac9nowledge that the Licensed #aterials are sub$ect to ex!ort control
under the <"S" 6ommerce 3e!artment=s @x!ort Administration Begulations (@AB)" *ou %urther hereby
ac9nowledge and agree that unless !rior authoriHation is obtained %rom the <"S" 6ommerce
3e!artment' neither you nor your customers will ex!ort' re-ex!ort or release' directly or indirectly' any
technology' so%tware or so%tware source code (as de%ined in 7art 44- o% the @AB)' received %rom T' or
ex!ort' directly or indirectly' any direct !roduct o% such technology' so%tware or so%tware source code (as
de%ined in 7art 425 o% the @AB)' to any destination or country to which the ex!ort' re-ex!ort or release o%
the technology' so%tware or so%tware source code' or direct !roduct is !rohibited by the @AB" *ou agree
that none o% the Licensed #aterials may be downloaded or otherwise ex!orted or reex!orted (i) into (or
to a national or resident o%) 6uba' ran' >orth Iorea' Sudan and Syria or any other country the <"S" has
embargoed goodsF or (ii) to anyone on the <"S" Treasury 3e!artment=s List o% S!ecially 3esignated
>ationals or the <"S" 6ommerce 3e!artment=s 3enied 7ersons List or @ntity List" *ou re!resent and
warrant that you are not located in' under the control o%' or a national or resident o% any such country or
on any such list and you will not use or trans%er the Licensed #aterials %or use in any sensitive nuclear'
chemical or biological wea!ons' or missile technology end-uses unless authoriHed by the <"S"
Government by regulation or s!eci%ic license or %or a military end-use in' or by any military entity o%'
Albania' Armenia' AHerbai$an' &elarus' 6ambodia' 6hina' Georgia' ra?' IaHa9hstan' IyrgyHstan' Laos'
Libya' #acau' #oldova' #ongolia' Bussia' Ta$i9istan' Tur9menistan' <9raine' <Hbe9istan and Cietnam"
Any so%tware ex!ort classi%ication made by T shall be %or T=s internal use only and shall not be
construed as a re!resentation or warranty regarding the !ro!er ex!ort classi%ication %or such
so%tware or whether an ex!ort license or other documentation is re?uired %or the ex!ortation o% such
so%tware"
,?" Go@erning La5 and Se@eraAilit4/ ai@er$ This Agreement will be governed by and inter!reted in
accordance with the laws o% the State o% Texas' without re%erence to con%lict o% laws !rinci!les" % %or
any reason a court o% com!etent $urisdiction %inds any !rovision o% the Agreement to be
unen%orceable' that !rovision will be en%orced to the maximum extent !ossible to e%%ectuate the intent
o% the !arties' and the remainder o% the Agreement shall continue in %ull %orce and e%%ect" This
Agreement shall not be governed by the <nited >ations 6onvention on 6ontracts %or the
nternational Sale o% Goods' or by the <ni%orm 6om!uter n%ormation Transactions Act (<6TA)" The
!arties agree that non-exclusive $urisdiction %or any dis!ute arising out o% or relating to this
Agreement lies within the courts located in the State o% Texas" >otwithstanding the %oregoing' any
$udgment may be en%orced in any <nited States or %oreign court' and either !arty may see9
in$unctive relie% in any <nited States or %oreign court" +ailure by T to en%orce any !rovision o% this
Agreement shall not be deemed a waiver o% %uture en%orcement o% that or any other !rovision in this
Agreement or any other agreement that may be in !lace between the !arties"
,,$ PR! Pro@isions$ % you are located in the 7eo!le=s Be!ublic o% 6hina (7B6) or i% the Licensed
#aterials will be sent to the 7B6' the %ollowing !rovisions shall a!!ly and shall su!ersede any other
!rovisions in this Agreement concerning the same sub$ect matter(
a" Begistration Be?uirements" *ou shall be solely res!onsible %or !er%orming all acts and obtaining
all a!!rovals that may be re?uired in connection with this Agreement by the government o% the 7B6'
including but not limited to registering !ursuant to' and otherwise com!lying with' the 7B6 #easures
on the Administration o% So%tware 7roducts' #anagement Begulations on Technology m!ort-@x!ort'
and Technology m!ort and @x!ort 6ontract Begistration #anagement Bules" <!on recei!t o% such
a!!rovals %rom the government authorities' you shall %orward evidence o% all such a!!rovals to T %or
its records" n the event that you %ail to obtain any such a!!roval or registration' you shall be solely
res!onsible %or any and all losses' damages or costs resulting there%rom' and shall indemni%y T %or
all such losses' damages or costs"
b" Governing Language" This Agreement is written and executed in the @nglish language" % a
translation o% this Agreement is re?uired %or any !ur!ose' including but not limited to registration o%
the Agreement !ursuant to any governmental laws' regulations or rules' you shall be solely
res!onsible %or creating such translation" Any translation o% this Agreement into a language other
TLaw:-15-;4
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than @nglish is intended solely in order to com!ly with such laws or %or re%erence !ur!oses' and the
@nglish language version shall be authoritative and controlling"
c" @x!ort 6ontrol"
i" 3iversions o% Technology" *ou hereby agree that unless !rior authoriHation is obtained %rom
the <"S" 3e!artment o% 6ommerce' neither you nor your subsidiaries or a%%iliates shall
9nowingly ex!ort' re-ex!ort or release' directly or indirectly' any technology' so%tware or
so%tware source code (as de%ined in 7art 44- o% the @x!ort Administration Begulations o% the
<"S" 3e!artment o% 6ommerce (E@ABE))' received %rom T or any o% its a%%iliated com!anies'
or ex!ort' directly or indirectly' any direct !roduct o% such technology' so%tware or so%tware
source code (as de%ined in 7art 425 o% the @AB)' to any destination or country to which the
ex!ort' re-ex!ort or release o% the technology' so%tware' so%tware source code or direct
!roduct is !rohibited by the @AB"
ii" Assurance o% 6om!liance" *ou understand and ac9nowledge that !roducts' technology
(regardless o% the %orm in which it is !rovided)' so%tware or so%tware source code' received
%rom T or any o% its a%%iliates under this Agreement may be under ex!ort control o% the
<nited States or other countries" *ou shall com!ly with the <nited States and other
a!!licable non-<"S" laws and regulations governing the ex!ort' re-ex!ort and release o% any
!roducts' technology' so%tware or so%tware source code received under this Agreement %rom
T or its a%%iliates" *ou shall not underta9e any action that is !rohibited by the @AB" Dithout
limiting the generality o% the %oregoing' you s!eci%ically agree that you shall not trans%er or
release !roducts' technology' so%tware or so%tware source code o% T or its a%%iliates to' or %or
use by' military end users or %or use in military' missile' nuclear' biological or chemical
wea!ons end uses"
iii" Licenses. @ach !arty shall secure at its own ex!ense' such licenses and ex!ort and im!ort
documents as are necessary %or each res!ective !arty to %ul%ill its obligations under this
Agreement" % such licenses or government a!!rovals cannot be obtained' T may terminate
this Agreement' or shall otherwise be excused %rom the !er%ormance o% any obligations it
may have under this Agreement %or which the licenses or government a!!rovals are
re?uired"
,0" !ontingencies$ T shall not be in breach o% this Agreement and shall not be liable %or any non-
!er%ormance or delay in !er%ormance i% such non-!er%ormance or delay is due to a %orce ma$eure
event or other circumstances beyond T=s reasonable control' including but not limited to' shortages
o% labor' energy' %uel' machinery or materials' technical or yield %ailures' war' civil unrest' any
government act' law or regulation' including any $udicial order or decree' any communication or
!ower %ailure' labor dis!ute' natural disaster' %ire' %lood' earth?ua9e' ex!losion' terrorist act or Act o%
God"
,7$ Entire Agreement$ This is the entire agreement between you and T and this Agreement
su!ersedes any !rior agreement between the !arties related to the sub$ect matter o% this Agreement"
>o amendment or modi%ication o% this Agreement will be e%%ective unless in writing and signed by a
duly authoriHed re!resentative o% T" *ou hereby warrant and re!resent that you have obtained all
authoriHations and other a!!licable consents re?uired em!owering you to enter into this Agreement"
TLaw:-15-;4
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