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License agreement

Renesas Electronics Europe GmbH (hereinafter referred to as Renesas EE)

Software Program License Agreement

1. License

The license granted hereunder is non-transferable, non-assignable and non- exclusive and authorises the Customer to use the Program in machine-readable form on any single computer system (hereinafter called the 'System'). A separate license is required for each System on which the Program will be used.

2. Copy and Modification

a) In case the Program delivered hereunder is a Tool (the term Tool includes, but is not limited to Compiler, Debugger, Simulator) the Program may not, in whole or in part, in printed or machine readable form, be copied, passed on, modified or merged into another program, but only be used in the state as it is delivered.

b) In case the Program is delivered in object code form, the Program may not, in whole or in part, in printed or machine-readable form, be copied, passed on or be modified. It may be merged into another program or may be taken into the Customer?s final application.

c) In case the Program is delivered in source code form, the Program may not, in whole or in part, in printed or machine-readable form be copied or passed on. The Program may be modified and/or merged into the Customer's application and be passed on in this modified state. Renesas EE is not responsible, liable or providing any warranties with regard to any program resulting from such modification or merge.

d) Notwithstanding the regulations contained in this article 2 a) - c) above, the Program may in every case be copied for back-up purposes and archive purposes; provided, however, that no more than two (2) copies shall be in existence with respect to any Program at any one time without prior written consent of Renesas EE.

e) The Customer agrees to maintain appropriate records of number and location of all such copies of the Program.

f) The Customer acknowledges that the original and any copy of the Program, in whole or in part, are the property of Renesas Corporation, or Renesas EE or any Third Party Supplier to Renesas EE. The customer agrees to reproduce and include the appropriate copyright notice of Renesas Corporation, or Renesas EE, or the third Party to Renesas EE on any copy, in whole or in part, in any form, of the Program.

g) The customer shall provide to Renesas EE on their request all documentary evidence to prove that the procedure outlined in 2a), b) and c) are executed in full compliance with this Agreement.

3. Confidential Treatment

During the terms of this Agreement and thereafter, until the Program has become part of the public domain, the Customer agrees to treat and maintain the Program in strict confidence and not to disclose or otherwise make available the Program, in any form, to any person, firm or corporation other than the employees of the Customer.

4. Program Support Service

a) For a period of one (1) year from the date on which this Agreement becomes effective, Renesas EE agrees to provide the customer with all published updates to the Program (hereinafter called the 'Updates'), provided that the customer has returned the Software Registration Card properly filled out and signed. Costs for these Updates may by charged separately.

b) Upon receipt of the Updates, the Customer is free to keep the original and/or a copy of the prior release of the program at her/his own discretion. Renesas EE is not obliged to provide any support (technical or otherwise) to the customer on this previous release.

c) The Updates provided to the Customer under sub-paragraph a) above shall be subject to all terms and conditions of this Agreement.

5. Disclaimer

Renesas EE makes no representation or warranties with respect to the Program, expressly or implicitly, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or that the use of the program will not infringe any patent or copyright. In no event shall Renesas EE be liable to the customer for loss or profit, goodwill, or other special or consequential damages as a result of the use by the customer of the Program.

6. Limitation of Liability

Claims for compensation for whatever reason (tortious acts, infringements of main or incidental duties, if not already infringed before conclusion of this Agreement, of post-contractual duties etc) may only be made against Renesas EE in the case of wilful intent, gross negligence, legally stipulated no-fault liability, or infringement of significant duties resulting from the nature of the contract. Although Renesas Electronics is liable in principle, this liability shall, except for the infringement of duties before the conclusion of the contract, only include typical, foreseeable damages.
The above limitation of liability also applies to the personal liability of the employees, workers, members of staff, representatives and parties engaged in the performance of Renesas EE's obligations.

7. Term

This Agreement shall become effective as of the date on which the Software Registration Card is signed by the Customer and shall continue in force until terminated by either party hereto pursuant to Paragraph 8 below.

8. Termination

a) The Customer may terminate this Agreement upon one (1) month's prior written notice. Renesas EE may immediately terminate this Agreement in the event that the Customer committed breach of any provisions of this Agreement.

b) The Customer shall destroy the original and any copy, in whole or in part, of the Program promptly after the termination of this Agreement.

9. Miscellaneous

a) Renesas EE hereby represents that it has the right to grant this license to the Customer.

b) The rights and benefits of the Customer hereunder shall not be assigned or transferred in any manner whatever.

c) The law of the Federal Republic of Germany shall govern the validity and construction of this Agreement. All disputes, controversies or differences, which may arise between the parties, out of or in relation to or in connection with this Agreement, shall be first settled amicably by mutual consultations between the parties hereto.

d) All prior negotiations between the parties hereto are merged in this Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and there are no understandings, representations or warranties of any kind except expressly set forth herein. This Agreement cannot be altered, changed, supplemented or amended except by written instruments signed by the parties hereto.