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\f0\b\fs20 \cf0 LICENSE Agreement for Oxford Device Driver\
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\cf0 IMPORTANT: 
\f1\b0 THIS LICENSE AGREEMENT ("
\f0\b AGREEMENT
\f1\b0 ") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) (\'d2
\f0\b CUSTOMER
\f1\b0 \'d3) AND Oxford Semiconductor Inc. (\'d2
\f0\b OXFORD
\f1\b0 \'d3). READ THIS AGREEMENT CAREFULLY BEFORE USING THE OXFORD DEVICE DRIVER. IT PROVIDES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE DEVICE DRIVER. BY ACCEPTING DELIVERY, DOWNLOADING, USING, OR DISTRIBUTING THE DEVICE DRIVER, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT DOWNLOAD, USE, OR DISTRIBUTE THE DEVICE DRIVER.  \
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\cf0 \
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\f0\b \cf0 1. 	\ul Definitions \ulnone \
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\f1\b0 \cf0 (a)	\'d2
\f0\b Integrated Solution
\f1\b0 \'d3 means the Customer product as is integrated or bundled with Oxford Device. \
(b)	\'d2
\f0\b Device Driver
\f1\b0 \'d3 means the software that Oxford furnishes to Customer under this Agreement and related documentation (\'d2
\f0\b Documentation
\f1\b0 \'d3) to be used with a speficied Oxford Device.\
(c)	 \'d2
\f0\b Oxford Device
\f1\b0 \'d3 means the Oxford Device acquired by Customer (under a separate agreement).  \
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\cf0 \
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\f0\b \cf0 2.	\ul Ownership and License
\f1\b0 \ulnone .  \
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\cf0 \
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\cf0 (a)	 The Device Driver is licensed, not sold. Except as expressly licensed herein, Oxford retains all right, title and interest in and to the Device Driver, including, but not limited to: (i) patent, copyright, trade secret and similar right in the Device Driver and underlying technology; (ii) all copies and derivative works thereof by whomever produced (including but not limited to the Modified Code), and (iii) the Documentation.  Customer shall have no right to produce, sell, distribute, assign or otherwise transfer all or any portion of the Device Driver or any intellectual rights therein, except as expressly set forth in this Agreement.  All rights not clearly or expressly granted to the Customer under this Agreement are reserved by the Oxford.   \
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(b)  Subject to the terms of this Agreement\kerning1\expnd0\expndtw0 , Oxford grants, strictly to the Customer, a worldwide, fully paid-up, non-exclusive, non-transferable limited license to\kerning1\expnd1\expndtw5
:\kerning1\expnd0\expndtw0  \
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\cf0 (i)	modify the source code provided as the part of the Device Driver solely to \kerning1\expnd1\expndtw5
develop, test and prototype Integrated Solution (\'d2
\f0\b \kerning1\expnd1\expndtw5
Modified Code
\f1\b0 \kerning1\expnd1\expndtw5
\'d3); \
\kerning1\expnd0\expndtw0 (ii)	re-produce, rent, sell, lease, and distribute the binaries of the Modified Code solely as  embedded in the Integrated Solution;\
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\cf0 (iii)	use the Documentation in support of Customer's authorized use of the Device Driver.\
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\cf0 \
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\f0\b \cf0 \kerning1\expnd-1\expndtw-3
3.	\kerning1\expnd-1\expndtw-3
\ul Restrictions
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .\
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\cf0 \kerning1\expnd0\expndtw0 \
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\cf0 (a)	Customer will not (i) \kerning1\expnd-1\expndtw-3
except as expressly permitted in Section 2(b), engage in the sublicensing, disclosure or distribution of Device Driver, Modified Code, or Documentation, (ii) except as expressly permitted in Section 2(b),\kerning1\expnd0\expndtw0  alter, merge, modify, decompile, disassemble, reverse engineer or otherwise convert the Device Driver; (iii) use the Device Driver in any manner not explicitly authorized by Agreement.\
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\cf0 (b)	Customer will not, during the term of this Agreement or any time thereafter, attack, dispute or contest, directly or indirectly, the Oxford\'d5 exclusive right, title and interest or  intellectual property rights in the Device Driver or the validity of the Oxford\'d5 ownership thereof, nor will Customer assist or encourage others to do so.\
(c)	Customer will not produce, distribute, rent, sell, lease or otherwise dispose Device Driver or Modified Code in source code or in any manner other than as permitted in Section 2(b).\
(d)	Distribution of the binaries as permitted in Section 2(b) is subject to an agreement between Customer and its customers that protects Oxford\'d5s interests at least to the same extent as this Agreement. \
(e)	Distribution of the binaries as permitted in Section 2(b) is conditional on the binaries being incorporated in the Integrated Solution which includes the Oxford Device.\
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\cf0 \
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\f0\b \cf0 4.	\ul Indemnification
\f1\b0 \ulnone .  Customer will defend, indemnify and hold Oxford harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorney's fees) directly or indirectly arising from or related to any use, modification, combination, or distribution of the Device Driver.\
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\
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\f0\b \cf0 \kerning1\expnd-1\expndtw-3
5.	\kerning1\expnd-1\expndtw-3
\ul Term and Termination
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .\
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\f0\b \cf0 \kerning1\expnd0\expndtw0 \ul \ulc0 \
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\f1\b0 \cf0 \ulnone (a)
\f0\b 	\ul Term
\f1\b0 \ulnone .  This Agreement and the license granted herein shall be effective from the date of acceptance of the Agreement.  The term of this Agreement shall run until terminated in accordance with this Section 5.\
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(b)
\f0\b \kerning1\expnd-1\expndtw-3
	\kerning1\expnd-1\expndtw-3
\ul Termination for Cause
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  Either party may terminate this Agreement for material breach by the other party upon giving the other party written notice and thirty days to cure the breach; provided, however, this Agreement will automatically terminate upon Customer\'d5s breach of Section 2, 3 or 7.\
(c)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Effects of Termination
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  Upon termination, Customer shall immediately discontinue all use of the Device Driver, including but not limited to inclusion in any Integrated Solution, and shall destroy any tangible media containing the Device Driver or the Documentation, and remove the Device Driver and Documentation from any and all systems.  Any licenses granted by Customer to its customers under Section 2 prior to the date of termination will survive the termination of this Agreement.\
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\f0\b \cf0 \kerning1\expnd-1\expndtw-3
6.	\kerning1\expnd-1\expndtw-3
\ul Injunctive Relief
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  \
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\cf0 \kerning1\expnd-1\expndtw-3
\
Customer agrees that the provisions in this Agreement regarding unauthorized use of the Device Driver and nondisclosure are necessary to protect the legitimate business interests of the Oxford.  Customer also agrees that monetary damages alone cannot adequately compensate the Oxford if there is a violation of such provisions by Customer and that injunctive relief against Customer is essential for the protection of the Oxford.  Customer agrees, therefore, that if the Oxford alleges that Customer has breached or violated such provisions then, in addition to any other remedies it may have, the Oxford will have the right to petition a court of competent jurisdiction, without the requirement for the posting of a bond, for injunctive relief against Customer in addition to all other remedies at law or in equity.\
\
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\f0\b \cf0 \kerning1\expnd-1\expndtw-3
7.	\kerning1\expnd-1\expndtw-3
\ul Confidentiality
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  \
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\cf0 \kerning1\expnd0\expndtw0 \
Customer agrees that any non-public information disclosed to Customer by Oxford, all source code, source documentation and underlying inventions, algorithms, know-how and ideas relating to Device Driver\kerning1\expnd1\expndtw5
 \kerning1\expnd0\expndtw0 and the Documentation are the Oxford\'d5s proprietary information ("
\f0\b Proprietary Information
\f1\b0 ").  Except as expressly and unambiguously allowed herein, the Customer will hold in confidence, and not use or disclose any Proprietary Information except as expressly permitted in this Agreement, and shall similarly bind its employees and Subcontractors in writing.  Customer shall protect the Proprietary Information from disclosure, using the same degree of care that it uses to protect its own confidential information of equal importance but not less than reasonable care.  Customer's obligation under this Section 7 will survive following the expiration or termination of this Agreement.\
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\cf0 \
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\f0\b \cf0 \kerning1\expnd-1\expndtw-3
8.	\kerning1\expnd-1\expndtw-3
\ul Disclaimers
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  \
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\cf0 \kerning1\expnd0\expndtw0 \
THE DEVICE DRIVER AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.\kerning1\expnd-1\expndtw-3
  \kerning1\expnd0\expndtw0 CUSTOMER ASSUMES THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE DEVICE DRIVER, SOFTWARE AND DOCUMENTATION. OXFORD ASSUMES NO RESPONSIBILITY FOR THE INTEGRATED SOLUTIONS, INCLUDING BUT NOT LIMITED TO ANY INACCURACY, NON-PERFORMANCE OR ANY ERRORS OR OMISSIONS.  THE LIMITED REMEDIES SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING FAILURE OF THEIR ESSENTIAL PURPOSE.\
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\f0\b \cf0 \
9.	\ul Limited Liability
\f1\b0 \ulnone .  \
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\cf0 \
IN NO EVENT SHALL OXFORD BE LIABLE OR OBLIGATED UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, BREACH OF WARRANTY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT OR INDIRECT DAMAGES OR EXPENSES INCLUDING BUT NOT LIMITED TO INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR ANY CLAIMS BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ANY DEFENSE THEREOF), OR OTHER SIMILAR COSTS. The above limitation or exclusion may not apply to the Customer since some jurisdictions prohibit the limitation or exclusion of liability for incidental or consequential damages. Oxford\'d5s cumulative total liability to the Customer for all losses, damages, and causes of action (in contract, tort (including without limitation, negligence) or otherwise) will not exceed $100.00.\
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\f0\b \cf0 \kerning1\expnd-1\expndtw-3
10.	\kerning1\expnd-1\expndtw-3
\ul General
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .\
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\cf0 \kerning1\expnd0\expndtw0 \
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\cf0 (a)	
\f0\b \ul Notices
\f1\b0 \ulnone . Notices required herein to be given shall be sent to Oxford at 1900 McCarthy Blvd., Suite 210, Milpitas, CA, 95035, USA, attention: Corporate Secretary. Any such notice or communication shall be in writing, and shall be sent by certified mail or facsimile. If mailed, the notice shall be deemed received on the seventh day after posting, and if sent by facsimile, shall be deemed received on the next business day after transmission, provided electronic evidence of receipt of transmission is produced and maintained at the point of origin.\kerning1\expnd-1\expndtw-3
\
(b)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Governing Law.
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS IN FORCE IN THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA. The jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in California and each party hereby consents to the personal jurisdiction thereof. \kerning1\expnd0\expndtw0 In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods and conflict of law rules of any jurisdiction.\kerning1\expnd-1\expndtw-3
\
(c)
\f0\b \kerning1\expnd-1\expndtw-3
	\kerning1\expnd-1\expndtw-3
\ul Attorneys' Fees
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  If either the Oxford or Customer employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.\
(d)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Entire Agreement
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone . This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof.  It shall not be modified except by a written agreement signed by an authorized representative of the Oxford.  \
(e)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Separability.
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone   If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.\
(f)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Waiver.
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone   No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.\
(g)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Export Regulation
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone . Customer will not ship, transfer or export the Device Driver in violation export control laws of any country.  \
(h)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Survival.
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone   Sections 1, 2(a), 3, 5(c), 6, 7, 8, 9 and10 shall survive any termination of this Agreement.\kerning1\expnd0\expndtw0 \
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(i)	
\f0\b \kerning1\expnd-1\expndtw-3
\ul Assignment
\f1\b0 \kerning1\expnd-1\expndtw-3
\ulnone .  Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by Customer without the prior written consent of the Oxford.\
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\
}