Agreement No: ______________
CORE PROJECT LICENSE AGREEMENT
THIS CORE PROJECT LICENSE AGREEMENT (the “License”), is entered into as of
___________________, 200__ (the “Effective Date”) by and between _______________
________________________, incorporated under the laws of _____________________,
with principal offices located at ______________________________________________
________________________________________________________________________
(“Licensee”) and ________________________________, incorporated under the laws of
__________________________, with principal offices located at ___________________
________________________________________________________________________
__________________________________ (“Licensor”). The parties agree as follows:
1. Definitions
(a) “Intellectual Property Rights” means any and all tangible and intangible: (i) rights
associated with works of authorship throughout the world, including but not limited to
copyrights, neighboring rights, moral rights, and all derivative works thereof, (ii)
trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents,
designs, algorithms and other industrial property rights, and, (v) all other intellectual and
industrial property rights (of every kind and nature throughout the world and however
designated) whether arising by operation of law, treaty, contract, license, or otherwise,
together with all registrations, initial applications, renewals, extensions, continuations,
divisions or reissues thereof now or hereafter in force (including any rights in any of the
foregoing).
(b) “Licensed Materials” means the design data and information relating to Licensor’s
virtual design component (also referred to as a “core”) that is made available to Licensee
subject to the terms of this License.
(c) “Licensed Products” means any integrated circuits manufactured by Xilinx, Inc.
(hereinafter “Xilinx”) that are programmed with a bitstream generated by use of the
Licensed Materials.
(d) “Licensed Project” means a project using the Licensed Materials to create (i) a single
bitstream (using one or more instances of the Licensed Materials) for use in one or more
printed circuit boards; or (ii) one or more bitstreams (using one or more instances of the
Licensed Materials) for use in a single printed circuit board. Derivative or follow-on
projects, with the exception of bug fixes to remedy errors in Licensed Products, are not
part of the Licensed Project as defined herein.
(e) “Licensee” means the person, either individual or company, that is obtaining the
Licensed Materials subject to the terms herein.
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Agreement No: ______________
(f) “Quotation” means a document, in the form attached hereto as Exhibit A, incorporated
by reference herein. All subsequent Quotations concerning Licensed Materials, shall,
upon execution by both parties, be governed by the terms of this License. In the event of
any conflict between the terms of a Quotation and the terms of this License, the terms of
this License shall govern.
2. License. Upon execution of the Quotation and payment of the applicable fees, subject
to the terms herein, Licensor hereby grants Licensee a nonexclusive, nontransferable,
revocable license: (i) to use the Licensed Materials for the Licensed Project for the sole
purpose of creating, simulating and implementing chip designs to be programmed on to
the Licensed Products; and (ii) to sell or distribute Licensed Products.
3. Restrictions on Use.
3.1 Use of the Licensed Materials by any person other than those persons assigned to the
Licensed Project is prohibited unless authorized in writing by Licensor.
3.2 Licensee may copy the Licensed Materials only to the extent necessary for its
authorized use of the Licensed Materials, and for archival and back-up purposes,
provided always that Licensee will at all times and in each instance, reproduce all
copyright notices and proprietary legends on each copy in the same manner as such
notices and legends appeared on the original. No other copies may be made without
Licensor’s prior written consent.
3.3 Licensee may not provide Licensed Materials to a third party without prior written
approval from Licensor; provided, however, Licensee may provide device
programming files – bitstream files or PROM files – to third parties without prior
approval in order to program the Licensed Product.
3.4 Licensee acknowledges that use of the Licensed Materials in combination with other
functionality, software or protocols may require licenses from third parties and
Licensee accepts sole responsibility for obtaining such licenses.
4. Critical Applications . LICENSED MATERIALS ARE NOT DESIGNED TO BE
FAIL-SAFE AND ARE THEREFORE NOT WARRANTED FOR USE, AS
PROGRAMMED ON TO LICENSED PRODUCTS, AS THE PRINCIPAL
MECHANISM IN LIFE-SUPPORT APPLICATIONS, DEVICES, OR SYSTEMS OR
OTHER APPLICATIONS THAT INVOKE POTENTIAL RISKS OF DEATH,
PERSONAL INJURY, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE
(“CRITICAL APPLICATIONS”). USE OF LICENSED MATERIALS IN SUCH
CRITICAL APPLICATIONS IS UNDERSTOOD TO BE FULLY AT LICENSEE’S
OWN RISK.
5. Intellectual Property Rights. Licensee acknowledges that all Intellectual Property
Rights in the Licensed Materials are and will remain the sole property of Licensor or its
licensors, if any. To protect such Intellectual Property Rights, Licensee may not
CONFIDENTIAL 2 2004.11
Agreement No: ______________
decompile, reverse-engineer, disassemble, or otherwise reduce the Licensed Materials to
a human-perceivable form. Licensee may not modify or prepare derivative works of the
Licensed Materials in whole or in part, except for the purposes set forth in Section 2.
Nothing contained in this License will be construed as conferring by implication,
estoppel or otherwise upon either party any license or other right except the licenses and
rights expressly granted hereunder to a party hereto.
6. Term; Termination. This License will commence upon the date that this License is
executed and will remain effective until terminated. Licensee may terminate this License
at any time by destroying the Licensed Materials and all copies thereof. This License will
terminate immediately without notice from Licensor if Licensee fails to comply with any
provision of this License, provided that any payment obligations accruing prior to such
termination will remain due and owing. Upon termination of this License, the licenses,
rights and covenants granted hereunder and the obligations imposed hereunder will cease,
except as otherwise expressly provided for herein, and Licensee will destroy the Licensed
Materials, including all copies and all relevant documentation. Sections 1, 3.3, 4 ~ 6, 8.2,
9, 10, 13 and 14 will survive the termination of this License.
7. Governmental Use. If Licensed Materials are being acquired by the U.S. Government,
the software and related documentation is commercial computer software and
commercial computer software documentation deve loped exclusively at private expense,
and (i) if acquired by or on behalf of a civilian agency, shall be subject to the terms of
this computer software license as specified in 48 C.F.R. 12.212 of the Federal
Acquisition Regulations and its successors; or (ii) if acquired by or on behalf of units of
the Department of Defense (“DoD”) shall be subject to the terms of this commercial
computer software license as specified in 48 C.F.R. 227.7202, DoD FAR Supplement and
its successors. Manufacturer is Licensor.
8. Limited Warranty and Disclaimer.
8.1 Licensor represents that for a period of one (1) year from execution of this License
by Licensee that the Licensed Materials will substantially conform to Licensor’s
published specifications for the Licensed Materials. Licensor’s sole liability and
Licensee’s exclusive remedy with respect to breach of the foregoing limited
representation will be limited to error correction or replacement, or if neither is in
Licensor’s opinion commercially feasible, termination of this License and refund of
any license fee received by Licensor from Licensee for the Licensed Materials.
8.2 EXCEPT AS SPECIFICALLY STATED ABOVE, THE LICENSED MATERIALS
LICENSED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT
TO NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. Licensor does not warrant that the functions contained
in any of the Licensed Materials will meet Licensee’s requirements, or that the
operation of the Licensed Materials will be uninterrupted or error-free, or that defects
CONFIDENTIAL 3 2004.11
Agreement No: ______________
in the Licensed Materials will be corrected. Furthermore, Licensor does not warrant
or make any representations regarding use or the results of the use of the Licensed
Materials in terms of correctness, accuracy, reliability or otherwise.
9. Limitation of Liability. THE ENTIRE LIABILITY OF LICENSOR IN RESPECT
OF ANY BREACH OF ITS CONTRACTUAL OBLIGATIONS ARISING UNDER
THIS LICENSE AND ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT
OR OMISSION INCLUDING NEGLIGENCE ARISING UNDER OR IN
CONNECTION WITH THIS LICENSE (TOGETHER AN “EVENT OF DEFAULT”)
SHALL BE LIMITED TO DAMAGES IN AN AMOUNT EQUAL TO ALL LICENSE
FEES PAID BY LICENSEE TO LICENSOR IN THE PRECEDING 12 MONTHS FOR
THE APPLICABLE LICENSED MATERIALS. NOTWITHSTANDING THE
FOREGOING, LICENSOR WILL NOT BE LIABLE TO LICENSEE IN REGARD TO
ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR ANY
TYPE OF SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS (INCLUDING LOSS
OR DAMAGE SUFFERED BY LICENSEE AS A RESULT OF ANY ACTION
BROUGHT BY A THIRD PARTY) EVEN IF SUCH LOSS WAS REASONABLY
FORESEEABLE OR LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF
LICENSEE INCURRING THE SAME. THIS LIMITATION SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
LIMITED REMEDIES HEREIN. NOTHING IN THIS SECTION WILL CONFER ANY
RIGHT OR REMEDY UPON LICENSEE TO WHICH IT WOULD NOT OTHERWISE
BE LEGALLY ENTITLED.
10. Export Restriction. Licensee agrees to obey all applicable export laws and
regulations, including those administered by the U.S. Department of Commerce (U.S.
Export Administration Regulations 15 CFR 730 et seq.), and shall not export, reexport,
resell, transfer, or disclose, directly or indirectly, any Licensed Materials, or the direct
product thereof, to any proscribed person, entity, or country, or foreign national thereof,
unless properly authorized by the U.S. government or applicable foreign government.
11. Third-Party Beneficiary. Licensee understands that portions of the Licensed
Materials and related documentation may have been licensed to Licensor from third
parties and that such third parties are intended third-party beneficiaries of the provisions
of this License.
12. Nondisclosure . Except as otherwise expressly permitted in this License, Licensee
will hold in confidence the Licensed Materials and all other information received
hereunder from Licensor. Licensee agrees that the Licensed Materials and
documentation furnished hereunder will be treated as proprietary trade secrets of
Licensor, and Licensee will not make the Licensed Materials or the documentation
available in any form to any person other than to its employees and to contractors located
on its premises with a need to know subject to restrictions no less stringent than those
contained herein. Licensee represents to Licensor that it maintains a system of
confidentiality consistent with semiconductor industry standards to protect its own
confidential business information, including written agreements with employees, and that
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Agreement No: ______________
the Licensed Materials and documentation will be protected by such a system to the same
extent.
13. Governing Law. This License shall be governed by the laws of the State of
California, without reference to conflict of laws principles; provided, however, if the
Licensed Materials are acquired in the European Union (the “EU”), this License shall be
governed by the laws of England. Nothing in this License will be interpreted or
construed so as to limit or exclude the rights or obligations of either party (if any) which
it is unlawful to limit or exclude under the relevant national laws and, where applicable,
the laws of any Member State of the European Union which implement relevant
European Communities Council Directives.
14. General. Licensee may not assign this License or transfer any of the rights or
obligations under this License without the prior written consent of Licensor. This
License shall be binding upon, and inure to the benefit of, the successors and permitted
assigns of the parties. No addition or modification to this License is valid unless made in
writing and signed by both parties. No waiver will be implied from conduct or failure to
enforce rights, nor be effective, unless in a writing signed on behalf of the party against
whom the waiver is asserted. Any part of this License found to be une nforceable shall be
enforced to the maximum extent permitted by law and the remainder of this License will
remain in full force. This License contains the entire agreement between the parties
relating to its subject matter and supersedes all prior representations, discussions and
agreements.
IN WITNESS WHEREOF, the parties hereto have duly executed this License as of the
Effective Date.
LICENSOR LICENSEE
By: By:
Name: Name:
Title: Title:
Date: Date:
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Agreement No: ______________
EXHIBIT A
QUOTATION FORM
Licensed Materials: (list Part Nos.)
Licensed Project(s):
License Fee:
Delivery Method:
Licensed Contractors: (if applicable)
(Please include Company Name, Address, and Primary Contact Name
License Term:
CONFIDENTIAL 6 2004.11