EXHIBIT 10.18
FORM OF LICENSE AGREEMENT
This License Agreement Number _____ (this "Agreement"), with an "Effective Date"
of _______________, is made by and between Artisan Components, Inc., a
California corporation, with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Artisan
Components"), and _____________________________, a __________________
corporation with its principal place of business at _________________
___________________________________________ (hereinafter referred to as
"Licensee").
1. DEFINITIONS
1.1 "COMPETITOR OF ARTISAN COMPONENTS" means any company or entity that
develops and/or markets for commercial purposes standard cells, I/O cells and/or
embedded memories, including but not limited to the companies listed in Appendix
C.
1.2 "DESIGN" means any integrated circuit, integrated circuit mask, design
database or graphical representation of a design database containing
representations of Licensed Products or designed with data from Licensed
Products from Artisan Components in any of its various formats, including but
not limited to: circuit schematics, ASCII or binary data, logic diagrams,
simulations models, physical layout, hardware description languages, timing
characteristics and netlists.
1.3 "GOOD DIE" means the number of yielded Licensed Integrated Circuits
manufactured by or for Licensee, whether such Licensed Integrated Circuits are
bare die, fully packaged, or otherwise.
1.4 "INTERNAL USE DOCUMENTATION" means the Internal Use Documentation listed
in Appendix A.
1.5 "LICENSED INTEGRATED CIRCUIT" shall mean a single die in whole or in part
manufactured Using all or any portion of the Licensed Products and/or a single
die in whole or in part made up of, incorporating or based upon any portion of a
Design.
1.6 "LICENSED PRODUCTS" means the data and/or software and related
documentation set forth in Appendix A and any Updates thereto, whether in object
code, reconfigurable binary, ASCII data, binary data or any other form.
Licensed Products includes Physical Views, Models and User Documentation and
Internal Use Documentation. Appendix A defines the Licensed Products.
1.7 "LICENSED SITE(S)." Appendix A defines the site(s) where Licensee is
authorised to Use the Licensed Products.
1.8 "LICENSEE"S MANUFACTURING SITE(S)" means manufacturing facilities for
integrated circuits owned or controlled by Licensee, and third party owned
manufacturing facilities for integrated circuits to the extent they are under
contract to Licensee for manufacturing integrated circuits.
1
1.9 "MODELS AND USER DOCUMENTATION" means the library element timing,
simulation models, logical symbols, floor planning abstracts and related
documentation as identified in Appendix A.
1.10 "PHYSICAL VIEWS" means the library element physical design and related
documentation, whether in object code, reconfigurable binary, ASCII data, binary
data, or any other form as identified in Appendix A. If any of the Licensed
Products consist of standard cells and/or I/O cells, then as identified in
Appendix A, Physical Views will include any such schematics and netlists for
such standard cells and I/O cells as identified in Appendix A.
1.11 "SQUARE MILLIMETERS" means the square millimeters occupied on each Good
Die by (a) the placed and routed standard cells within the Licensed Products (b)
other portions of the Licensed Products or (c) any other portions of the Good
Die developed by Using the Licensed Products. Square Millimeters occupied by
Licensed Products other than placed and routed standard cells shall be as
reported by the Artisan Components generator or as documented in the Licensed
Products documentation.
1.12 "UPDATE(S)" means any error correction or revision to a Licensed
Product made by or for Artisan Components, which Artisan Components provides to
Licensee under the maintenance as described in Appendix D. Updates shall not
include any new or additional features, enhancements, or options which increase
the basic functionality of the Licensed Product for which Artisan Components
charges a separate or additional fee.
1.13 "USAGE, USING, USE OR USED" means the transmitting, processing, storing,
designing with or displaying of any portion of the Licensed Product through the
use of computer and/or video equipment and/or other utilization of any portion
of the Licensed Products, in each case solely for the purpose of designing
Licensed Integrated Circuits and manufacturing Licensed Integrated Circuits at
Licensee"s Manufacturing Site(s). "Usage, Using, Use or Used" does not include
the modifying of any Licensed Product of portion thereof, and no rights or
licenses to modify any Licensed Product or portion thereof are granted
hereunder.
2. LICENSE GRANT, RESTRICTED USE AND ADDITIONAL COPIES
2.1 Subject to the terms and conditions stated herein, Artisan Components
grants to Licensee a non-transferable, non-sublicenseable, non-exclusive,
royalty-bearing, limited license to Use the Licensed Product(s) and to reproduce
the Licensed Products for internal distribution at the Licensed Sites(s) and for
distribution of the Models and User Documentation and Physical Views as set
forth in Section 2.2.
2.2 None of the Licensed Products or portion thereof may be distributed except
as follows:
2
(a) Licensee may distribute the Models and User Documentation to third
party entities as needed to support Licensee's IC design and manufacture
business; provided, that any such entity is not a Competitor of Artisan
Components.
(b) Upon prior notice to Artisan Components identifying the recipient
entity and Physical Views to be disclosed, Licensee may distribute the
Physical Views to third party entities only as needed to support
Licensee's IC design and manufacture business; provided, that any such
entity is not a Competitor of Artisan Components and provided such
disclosure and distribution of the Physical Views is made only to entities
who are under an NDA/agreement with Licensee which provides at a minimum
for the following protection: a confidentiality provision sufficient to
protect the Physical Views from further disclosure/distribution and (ii) a
restricted use provision that is sufficient to limit use of the Physical
Views for the design of Licensed Integrated Circuits to be manufactured at
Licensee's Manufacturing Site(s).
Except as specifically set forth above, none of the Licensed Products, including
but not limited to the Internal Use Documentation, may be disclosed to third
parties or distributed outside of Licensed Site(s).
2.3 Licensee acknowledges and agrees that: (a) unauthorized reproduction,
electronic transfer or other Use of Licensed Product(s) which is not expressly
authorized by this Article 2 is a breach of a material obligation of this
Agreement; and (b) in the event that unauthorized copies of Licensed Product(s)
are made and/or Used by Licensee or its personnel, and Artisan Components elects
not to terminate this Agreement pursuant to Article 9, Licensee shall by virtue
of such act(s) be deemed to order and accept a license for and shall pay Artisan
Components the list price and applicable royalties and support fees for each
such unauthorized production, electronic Use, other unauthorized Use, or
transfer of Licensed Products. These fees shall be Artisan Components'
published list prices and applicable royalties and support fees existing on the
date such unauthorized use first occurred. License Fees, support fees and
previously accrued royalties shall be due, for purposes of Article 7, thirty
(30) days following discovery by Artisan Components of such unauthorized use.
2.4 In the event that Artisan Components reasonably deems itself insecure with
respect to Licensee's compliance with the foregoing provisions, Licensee shall,
within ten (10) days of written notification provide written certification by a
duly authorized officer of the compliance with the terms of this Article 2 to
Artisan Components.
2.5 Licensee shall indemnify, defend and hold harmless Artisan Components from
and against any and all claims, losses, damages and liabilities arising out of
or in connection with Licensee's use of the Licensed Products; the manufacture,
use or sale of Licensed Integrated Circuits, or Licensee's negligence or willful
misconduct.
3. SUPPORT CONDITION, SILICON DEBUGGING AND PRODUCT ENGINEERING
3
3.1 In consideration for the technical support and maintenance fees described
in Appendix B, Artisan Components will provide Licensee with the technical
support and maintenance described in Appendix D for the Licensed Product. Such
technical support and maintenance is available on an annual basis only, and
Artisan Components reserves the right to change the technical support and
maintenance fees upon prior notice for any subsequent annual period.
3.2 The design and verification techniques for the Licensed Products used by
Artisan Components depend on the accuracy of models, flows and design tools;
some of which are provided by Artisan Components' licensees and their target
foundries. Due to practical limits on the accuracy of these models, flows and
design tools, the fabricated silicon behavior may not always agree with that
predicted. In these cases, Artisan Components will assist the Licensee in
silicon debugging and product engineering at Artisan Components then current
standard hourly rate plus applicable expenses. Silicon debugging and product
engineering do not fall under the technical support and maintenance set forth in
Section 3.1 above. To the extent Artisan Components provides any silicon
debugging or product engineering, or otherwise provides Licensee with any
revisions and/or enhancements to the Licensed Products, except as otherwise
agreed upon, such revisions and/or enhancements shall be Licensed Products and
subject to the terms and conditions of this Agreement.
4. TERM
This Agreement is effective as of the Effective Date and shall remain in full
force and effect for a period of five (5) years, unless earlier terminated as
provided in this Agreement. Unless earlier terminated as provided in this
Agreement, this Agreement will automatically renew at the end of each term for
consecutive one (1) year renewal periods, unless either party notifies the other
at least forty-five days prior to the end of the then current term that it does
not desire the Agreement to renew for another year.
5. ORDER, CHANGES AND DELIVERY TERMS
5.1 All orders for Licensed Products submitted by Licensee will be initiated
by Licensee's written purchase orders sent to Artisan Components and requesting
a delivery date during the term of this Agreement. All Licensed Products
provided to Licensee by Artisan Components during the term of this Agreement
will be subject to the terms and conditions of this Agreement. Except as
otherwise agreed in writing signed by an officer of Artisan Components, nothing
contained in any purchase order submitted by Licensee pursuant to this Agreement
will in any way modify, delete or add any terms or conditions to said purchases
and licenses, and Licensee hereby waives such purchase order provisions.
5.2 Changes to the scope of work either requested by and/or necessitated by
Licensee's specifications will be evaluated for both schedule and cost impact.
The Licensee will be asked to complete an Engineering Change Order Request Form,
an "ECO," and submit it to Artisan Components for review. If after review by
Artisan Components, it is determined that both the schedule and/or quoted sales
prices must change to accommodate the ECO, Artisan Components will
4
notify the Licensee in writing on our ECO Response Form of any such schedule
and/or price changes. Licensee must provide written acceptance or refusal of the
new schedule and/or costs within five (5) days of having been so notified.
Failure to do so will cause Artisan Components to proceed with the project as if
the Licensee"s ECO Request Form had never been received. Sample ECO Request and
ECO Response Forms are attached as Exhibits A and B.
5.3 Artisan Components shall deliver the Licensed Product(s) to a common
carrier specified by Licensee, F.C.A. Origin, freight prepaid and billed or as
otherwise mutually agreed in writing.
6. TITLE
Subject to the licenses granted herein, Artisan Components and its licensors
retain all of their right, title and interest in and to the Licensed Product(s)
and all patent rights, trademarks, trade secrets, copyrights, mask work rights
and all other proprietary rights therein or relating thereto. Except for the
licenses granted in Article 2, no other grants of licenses or rights to Licensee
shall be implied from the provisions stated herein.
7. PAYMENT TERMS AND TAXES
7.1 All payments submitted by Licensee to Artisan Components hereunder shall
be non-refundable and noncreditable.
7.2 Unless otherwise mutually agreed in writing, with respect to Licensed
Products ordered under this Agreement as of the Effective Date or through
placement of a purchase order, Licensee shall pay to Artisan Components thirty-
five percent (35%) of the license fee(s) set forth in Appendix B ("License
Fees") upon the Effective Date or upon submission of the purchase order,
respectively, and the remaining sixty-five percent (65%) of the License Fees net
thirty (30) days after Licensee's receipt of the Licensed Products. The
foregoing provisions of this Section 7.2 shall not limit the provisions of
Section 2.3 above. Licensee also shall pay to Artisan Components all amounts
set forth in Section 2.3(b) with respect to unauthorized Use of Licensed
Product(s).
7.3 Within thirty (30) days after the execution of this Agreement, Licensee
further shall pay to Artisan Components the technical support and maintenance
fees set forth in Appendix B to cover the initial twelve (12) month period of
this Agreement. The technical support and maintenance fees for subsequent
twelve (12) month periods under this Agreement shall be due within thirty (30)
days after the beginning of each such twelve (12) month period.
7.4 Within thirty (30) days after the end of each calendar quarter, Licensee
further shall pay to Artisan Components the running royalties set forth in
Appendix B with respect to Good Die manufactured in such calendar quarter, and
shall submit to Artisan Components with such royalty payment a report stating
(a) the part number for each Licensed Integrated Circuit, (b) the Square
Millimeters on each Licensed Integrated Circuit, (c) the number of Good Die
manufactured during such calendar quarter, (d) royalties payable hereunder for
such calendar quarter; and (e) all data and
5
supporting calculations used by Licensee to compute the royalties payable by
Licensee to Artisan Components with respect to such calendar quarter.
7.5 All invoices will be mailed to Licensee's address specified in the opening
paragraph of this Agreement, unless specified otherwise in the applicable
Licensee purchase order.
7.6 Any and all amounts payable hereunder do not include any government taxes
(including without limitation sales, use, excise, and value added taxes) or
duties imposed by any governmental agency that are applicable to the export,
import, or purchase of the Products (other than taxes on the net income of
Artisan Components), and Licensee shall bear all such taxes and duties. When
Artisan Components has the legal obligation to collect and/or pay such taxes,
the appropriate amount shall be added to Licensee"s invoice and paid by
Licensee, unless Licensee provides Artisan Components with a valid tax exemption
certificate authorized by the appropriate taxing authority.
7.7 All payments by Licensee specified hereunder are expressed as net amounts
and shall be made free and clear of, and without reduction for, any withholding
taxes. Any such taxes which are otherwise imposed on payments to Artisan
Components shall be the sole responsibility of Licensee. If any applicable law
requires Licensee to withhold amounts from any payments to Artisan Components
hereunder, (i) Licensee shall effect such withholding, remit such amounts to the
appropriate taxing authorities and promptly furnish Artisan Components with tax
receipts evidencing the payments of such amounts, and (ii) the sum payable by
Licensee upon which the deduction or withholding is based shall be increased to
the extent necessary to ensure that, after such deduction or withholding,
Artisan Components receives and retains, free from liability for such deduction
or withholding, a net amount equal to the amount Artisan Components would have
received and retained in the absence of such required deduction or withholding.
7.8 With respect to Licensed Integrated Circuits and License Fees, royalties
and other amounts which are payable to Artisan Components under this Agreement
and as a material condition to this Agreement, Licensee shall keep complete and
accurate books and records. These records shall be retained for a period of
three (3) years from the date of payment, notwithstanding the expiration or
termination of this Agreement. As a material condition to this Agreement
Licensee agrees to permit its books and records to be examined by Artisan
Components or its designee, subject to the confidentiality provisions set forth
in this Agreement, during normal business hours, to verify the accuracy of the
License Fees, royalties and other amounts paid to Artisan Components under this
Agreement. Prompt adjustment shall be made by Licensee corresponding to the net
amount of any underpayment of any and all License Fees, royalties and other
amounts disclosed by such examination. If such an examination reveals an
underpayment of more than five percent (5%), then Licensee shall promptly
reimburse Artisan Components for the cost of such examination.
7.9 All payment amounts stated hereunder, and all payments to be made
hereunder, shall be in U.S. Dollars. If any currency conversion shall be
required in connection with the calculation of amounts payable under this
Agreement, such conversion shall be made using the selling exchange rate for
conversion of the foreign currency into U.S. Dollars, quoted for current
transactions reported in
▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Journal for the last business day of the calendar quarter to
which such payment pertains.
8. EXPORT RESTRICTIONS
This Agreement, the Licensed Product(s), Licensed Integrated Circuits, and the
rights granted hereunder are subject to any and all laws, regulations, orders or
other restrictions relative to export, re-export or redistribution of the
Licensed Product(s) that may now or in the future be imposed by the government
of the United States or foreign governments. Licensee agrees to comply with all
such applicable laws and regulations.
9. TERMINATION
9.1 Artisan Components shall have the right, in its sole discretion, to
terminate this Agreement and the licenses granted hereunder, upon the occurrence
of any of the following events: (a) the failure or neglect of Licensee to pay
Artisan Components any sums or amounts due hereunder in a timely manner where
such delinquency is not fully corrected within thirty (30) days of Artisan
Components' written demand; or (b) the failure or neglect of Licensee to
observe, keep, or perform any of the material covenants, terms or conditions of
this Agreement where such non-performance is not fully remedied by Licensee
within thirty (30) days of Artisan Components' written demand; or (c) any breach
of Section 2.1, 2.2 or 2.3 hereof (effective immediately upon written
notification, at Artisan Components' option); or (d) the filing of a petition
for Licensee's bankruptcy which is not discharged within sixty (60) days,
whether voluntary or involuntary, or an assignment of Licensee's assets made for
the benefit of creditors, or the appointment of a trustee or receiver to take
charge of Licensee's business for any reason, or Licensee becoming insolvent or
ceasing to conduct business in the normal course.
9.2 The provisions of Articles 2.5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17,
18, 19, 20, 21 and 22 shall survive the expiration and any termination of this
Agreement.
9.3 Upon the effective date of termination, Licensee shall cease to Use and
shall either destroy or return to Artisan Components all of the Licensed
Products, Licensed Integrated Circuits in Licensee"s possession or under
Licensee's control, Documentation, and copies thereof, together with Licensee's
written certification by a duly authorized officer, that the Licensed
Product(s), Licensed Integrated Circuits in Licensee's possession or under
Licensee's control, and Documentation and all copies thereof are no longer in
Use and have been returned to Artisan Components or destroyed.
9.4 Termination of this Agreement under this Section 9 shall be in addition
to, and not a waiver of, any remedy at law or in equity available to Artisan
Components arising from Licensee"s breach of this Agreement.
10. RIGHT TO DESIGN AND METHODS
7
10.1 Licensee and Artisan Components agree that, subject to Artisan
Component's ownership of the Licensed Products, Licensee shall retain all of its
ownership rights to Designs created through the Use of the Licensed Product(s).
10.2 Licensee and Artisan Components agree that Artisan Components shall
retain all rights to the Licensed Products. Licensee agrees that Artisan
Components will have the irrevocable royalty-free right to use in the Licensed
Product(s), and any other products offered or distributed by Artisan Components,
any Licensee contribution or voluntarily disclosed information provided to
Artisan Components in the course of Licensee (i) requesting changes or
modifications to the Licensed Product(s), (ii) making suggestions for
improvements to the Licensed Products, or (iii) suggesting how to correct any
identified deficiencies in the Licensed Products.
11. WARRANTIES
11.1 PERFORMANCE WARRANTIES. Artisan Components warrants for a period of
ninety (90) days from the date of delivery that the Licensed Product as
delivered by Artisan Components shall be free from defects in media and shall
substantially conform to the material specifications described in Appendix A.
Artisan Components does not warrant that the use of the Licensed Products will
be uninterrupted or error free. In the event of any nonconformance of the
Licensed Product, Licensee shall promptly notify Artisan Components in writing,
and provide Artisan Components with evidence and documentation which reproduces
the claimed error and resultant output from the execution or use of such code or
data. Artisan Components' sole obligation and Licensee's exclusive remedy under
this warranty shall be limited to use of its commercially reasonable efforts to
correct such defects and provide the corrections to Licensee. Artisan
Components' warranty obligations hereunder will not apply to failure by the
Licensed Products to comply with the limited warranty herein due to accident,
neglect, abuse, acts of God or misapplication, modifications by Licensee or due
to models, flows, design tools or any other information provided by Licensee to
Artisan Components hereunder. Further, any silicon debugging or product
engineering provided by Artisan Components pursuant to Section 3.2 above is
provided "AS IS." Notwithstanding anything to the contrary herein, Artisan
Components will perform its services provided hereunder in a professional and
workmanlike manner.
11.2 NO FURTHER WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION
11, ARTISAN COMPONENTS AND ITS LICENSORS DO NOT MAKE ANY EXPRESS, IMPLIED OR
STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE
OF DEALING, TRADE USAGE OR TRADE PRACTICE.
12. PATENT AND COPYRIGHT INDEMNIFICATION
12.1 DEFENSE OF SUITS. Artisan Components shall, at its own expense, defend
or at its option, settle any claim, suit or proceeding brought by a third party
against Licensee for direct infringement of any valid copyright or United States
patent of such third party, by virtue of Licensee's authorized Use
8
of any of the Licensed Products pursuant to the terms of this Agreement and
shall pay any settlement amounts or damages finally awarded in such claim, suit
or proceeding; provided that Licensee: (a) promptly notifies Artisan Components
in writing of such claim, suit or proceeding, (b) gives Artisan Components sole
control over the defense and/or settlement of such claim, suit or proceeding;
and (c) reasonably cooperates and provides all available information, assistance
and authority to defend or settle the claim, suit or proceeding. Artisan
Components shall not be liable for any costs, expenses, damages or fees incurred
by Licensee in defending such action or claim unless authorized in advance, in
writing by Artisan Components. Furthermore, Artisan Components will have no
obligation hereunder for any claim of infringement based on the combination or
use of the Licensed Products with software, hardware, data or other materials
not furnished by Artisan Components if such infringement would have been avoided
by the use of Licensed Products alone.
12.2 PROSECUTION OF SUITS. Any action to be brought to prevent or enjoin any
third party from infringement of any patent, copyright or other proprietary
rights of Artisan Components with respect to the Licensed Product(s) shall be
brought exclusively by Artisan Components or Artisan Components' designee, in
Artisan Components' sole discretion and as between Licensee and Artisan
Components, at Artisan Components' sole cost and expense.
12.3 INFRINGEMENT REMEDIES. If Licensed Product(s) is, or in Artisan
Components' opinion is likely to become the subject of a claim, suit, or
proceeding alleging infringement, Artisan Components may: (a) procure at no
cost to Licensee, the right to continue Usage of the Licensed Product; (b)
replace or modify the Licensed Product, at no cost to Licensee, to make it non-
infringing, provided that substantially the same function is performed by the
replacement of modified Licensed Product, or (c) if the right to continue Usage
cannot be reasonably procured for Licensee or the Licensed Product cannot be
replaced or modified to make it non-infringing, terminate the license of such
Licensed Product, remove the Licensed Product and grant Licensee refund credit
thereon as depreciated on a straight-line sixty (60) month basis.
12.4 NO OTHER OBLIGATIONS. The foregoing states Artisan Components' sole
obligations and entire liability with respect to any claimed infringement of the
Licensed Product(s) of any intellectual property or other rights of any third
party.
13. LIMITATION OF LIABILITY
13.1 LIMITATION ON DAMAGES. IN NO EVENT WILL ARTISAN COMPONENTS OR ITS
LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE TO REVENUES, PROFITS,
OTHER ECONOMIC LOSS OR GOODWILL OR COSTS OF REPLACEMENT GOODS OR SERVICES OR ANY
OTHER SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, LICENSED INTEGRATED CIRCUITS
OR THE LICENSED PRODUCTS, OR RESULTING FROM ARTISAN'S PERFORMANCE OR FAILURE TO
PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR RESULTING FROM THE
FURNISHING, PERFORMANCE, DELAY IN DELIVERY, OR USE OR LOSS OF USE OF ANY
LICENSED
9
PRODUCTS OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, HOWEVER CAUSED AND
WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS SHALL
APPLY EVEN IF ARTISAN COMPONENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY STATED HEREIN.
13.2 MAXIMUM LIABILITY. Artisan Components and its licensors' and suppliers'
aggregate liability to Licensee under any provision of this Agreement shall be
limited to the fees actually paid by Licensee to Artisan Components for the
Licensed Product(s) in question. The existence of more than one claim will not
enlarge or extend this limit.
14. RELEASE OF PERFORMANCE INFORMATION
Licensee shall not distribute externally or to third parties, any reports or
statements that directly compare the timing, speed, area, functionality or other
performance results of circuit designs created or designed through the Use of
any other products of Licensee or any third party that are similar to the
Licensed Products without the prior written approval of Artisan Components.
15. PUBLICITY; CONFIDENTIALITY
15.1 Neither party shall announce or publicly disclose the terms or
conditions of this Agreement without prior written approval from the other
party; provided, however, that either party shall have the right to publicly
disclose the following: (a) that Licensee is a customer of Artisan Components,
(b) that Artisan Components has provided the Licensed Products to the Licensee
and that the Licensed Products were used in the development of the Licensed
Integrated Circuit, (c) a product description of the Licensed Products as
contained in Artisan Components' standard product literature.
15.2 The parties acknowledge that by reason of their relationship to each
other hereunder, each may have access to certain information and materials
concerning the other's business, plans, customers, technology and products that
is confidential to that other party. Such information and materials will be
marked as "Confidential" or "Proprietary" or otherwise clearly identified as
confidential or proprietary ("Confidential Information"). In the event such
disclosure is initially oral or visual and not reduced to writing, it shall be
summarized or identified in a written document, which shall be marked with an
appropriate legend such as "Confidential" or "Proprietary" and provided to the
other party within twenty (20) days following such disclosure. Notwithstanding
the foregoing, the Licensed Products are Confidential Information of Artisan
Components regardless of whether they are marked confidential or proprietary
and/or summarized in a writing. Each party agrees that except as may otherwise
be stated herein, it shall not use, except to perform its obligations and/or to
exercise its rights and licenses specified under this Agreement, nor disclose to
any third party (except to independent contractors and affiliates who are under
an obligation of confidentiality, and subject to the other terms and conditions
of this Agreement), any such Confidential Information revealed to it by the
other party. Each party shall take reasonable precautions to protect the
confidentiality of such
10
information, which in any event will be no less than what it takes with respect
to its own similar confidential information.
15.3 Information shall not be deemed Confidential Information hereunder if
such information:
(i) is known to the recipient at the time of disclosure;
(ii) hereafter becomes known (independently of disclosure by the
providing party) to the recipient directly or indirectly from a source
other than one having an obligation of confidentiality to the
providing party;
(iii) becomes publicly available or otherwise ceases to be secret or
confidential, except through a breach of this Agreement by the
recipient;
(iv) was independently developed by the recipient without use of the
disclosing party's confidential information;
(v) is required to be disclosed pursuant to any statutory or
regulatory authority, provided the disclosing party is given prompt
notice of such requirement and the scope of such disclosure is limited
to the extent possible; or
(vi) is required to be disclosed by a court order, provided the
disclosing party is given prompt notice of such order and provided the
opportunity to contest it, and/or is reasonably necessary to disclose
in order to enforce this Agreement.
Notwithstanding any of the foregoing, Licensee agrees not to disclose any
Confidential Information of Licensee to Artisan Components unless Artisan
Components requests such information in writing.
15.4 As to each item of Confidential Information, the provisions of this
Section will continue for three (3) years following first receipt of such
information, except for the Licensed Products, for which the provisions of this
Section will continue for five (5) years following any termination or expiration
of this Agreement.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws
of the State of California, without regard to the conflict of laws provisions
thereof.
17. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder, in whole or in
part, shall be assignable or otherwise transferable by Licensee except upon
prior written approval of Artisan Components. Such approval shall not be
unreasonably withheld. Any unauthorized attempt by Licensee to assign or
transfer this Agreement or any rights or obligations hereunder shall be null and
void. Subject to the foregoing, this Agreement will be binding upon and inure to
the benefits of the parties hereto, their successors and assigns.
18. NOTICE
11
Any notices required to be given pursuant to this Agreement shall be in
writing, sent via certified mail, return receipt requested, express overnight
courier, or by facsimile (a confirmed copy of which to be sent promptly by mail
to addressee) to the address of Artisan Components or Licensee as set forth
below or to such other address as may be specified from time to time by notice
in writing, and such notice shall be deemed to have been received on the earlier
of (a) the date when actually received or (b) if by facsimile, when the sending
party shall have received a facsimile, when the sending party shall have
received a facsimile confirmation that the message has been received by the
receiving party"s facsimile machine.
If to Artisan Components:
Artisan Components, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Manager, Contracts
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Licensee:
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
Attn:______________________________________________
Telephone:_________________________________________
Facsimile:_________________________________________
19. SEVERABILITY AND WAIVER
19.1 The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions of this Agreement and shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted.
19.2 The waiver by either party of any default or breach of this Agreement
shall not constitute a waiver of any other subsequent default or breach.
19.3 Failure or delay by either party in exercising any right or power
hereunder shall not operate as a waiver of such right or power.
20. INHERENTLY DANGEROUS APPLICATIONS
The Licensed Products are not specifically developed or licensed for use in
the planning, construction, maintenance, operation or other use of any nuclear
facility, or for the flight, navigation
12
or communication of aircraft or ground support equipment, or for military use,
medical use or in any other inherently dangerous activity. Licensee agrees that
Artisan Components shall not be liable for any claims, losses, costs or
liabilities arising from such use if Licensee or its distributors or customers
use the Licensed Products for such applications. Licensee shall notify each
distributor and customer of Licensee of such limitation of use of the Licensed
Products and Licensed Integrated Circuits. Licensee agrees to indemnify and hold
Artisan Components harmless from any claims, losses, costs, and liabilities
arising out of or in connection with the use of the Licensed Programs or
Licensed Integrated Circuits in any such applications.
21. ATTORNEYS FEES
The prevailing party in any action to enforce the terms of this Agreement
shall be entitled to reasonable attorney"s fees and other costs and expenses
incurred by it in connection with such action.
22. MISCELLANEOUS TERMS
22.1 The relationship of the parties hereto is that of independent
contractors, and neither party is an employee, agent, partner or joint venturer
of the other.
22.2 Except for payments due hereunder by Licensee, neither party shall have
liability for its failure to perform its obligations hereunder when due to
circumstances beyond its reasonable control.
22.3 If Licensee distributes the Models and User Documentation and/or
Physical Views, as authorized herein, to an agency, department, or other entity
of the United States Government ("Government"), the Government"s use,
reproduction, release, modification, disclosure or transfer of the Licensed
Products, or of any related documentation of any kind, including technical data,
is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212
for civilian agencies and Defense Federal Acquisition Regulation Supplement
("DFARS") 227.7202 for military agencies. The Licensed Products are commercial.
The use of the Licensed Products by any Government agency, department, or other
entity of the Government, is further restricted in accordance with the terms of
this Agreement, or any modification hereto. Licensee will affix the following
legend before delivery to the Government of each of the Models and User
Documentation and/or Physical Views to be delivered to the Government:
Use, duplication, reproduction, release, modification, disclosure or
transfer of this commercial product and accompanying documentation, is
restricted in accordance with FAR 12.212 and DFARS 227.7202, and by a
license agreement. Contractor/manufacturer is: Artisan Components, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
BOTH PARTIES ACKNOWLEDGE THAT THIS AGREEMENT INCLUDING THE EXHIBITS AND
APPENDICES ATTACHED HERETO IS THE COMPLETE AND EXCLUSIVE STATE-
13
MENT OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND SUPERSEDES AND CANCELS ALL
CONFLICTING TERMS AND CONDITIONS AND ALL PREVIOUS AND CONTEMPORANEOUS WRITTEN
AND ORAL AGREEMENTS AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF,
INCLUDING ANY TERMS AND CONDITIONS THAT MAY BE INDICATED IN ANY LICENSEE
PURCHASE ORDER. THIS AGREEMENT MAY NOT BE MODIFIED, SUPPLEMENTED, QUALIFIED, OR
INTERPRETED BY ANY TRADE USAGE OR PRIOR COURSE OF DEALING NOT MADE A PART OF
THIS AGREEMENT BY ITS EXPRESS TERMS. THIS AGREEMENT MAY NOT BE MODIFIED OR
AMENDED EXCEPT IN WRITING AND EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF
BOTH PARTIES.
BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS EVIDENCED BY THEIR SIGNATURES
BELOW.
ARTISAN COMPONENTS, INC. LICENSEE
By: By:
--------------------------- ---------------------------------
Signature of an Officer of Signature of an Authorized
the Corporation Representative
By: By:
---------------------------------- -------------------------------
Printed Name of the Signing Officer Printed Name of the Signing
Authorized Representative
Title: Title:
------------------------------- ----------------------------
Date: Date:
-------------------------------- --------------------------
14
EXHIBIT A
ENGINEERING CHANGE ORDER
(ECO) REQUEST FORM
--------------------------------------------------------------------------------
Customer: Date:
--------------------------------------------------------------------------------
Requestor: Phone:
--------------------------------------------------------------------------------
E-mail Address: Fax:
--------------------------------------------------------------------------------
Project:
--------------------------------------------------------------------------------
This Engineering Change Order Form (ECO) is to be used as an official
notification to Artisan Components of any changes in design or specification
made to a project. Once this form has been received, Artisan Components will
evaluate the schedule and cost impacts of these changes and inform you of the
results.
Description of Requested Change:
----------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Requestor's Signature: Date:
------------------------------ -------------------
Engineering Manager's Approval: Date:
--------------------- -------------------
15
EXHIBIT B
ENGINEERING CHANGE ORDER
(ECO) RESPONSE FORM
--------------------------------------------------------------------------------
Customer: Date:
--------------------------------------------------------------------------------
Requestor: Phone:
--------------------------------------------------------------------------------
E-mail Address: Fax:
--------------------------------------------------------------------------------
Project:
--------------------------------------------------------------------------------
Artisan Components has evaluated your attached ECO request, its impact on your
schedule and any additional charges associated with the request. This
evaluation is described below:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In summary, this change will:
[_] Add ______ working days to the schedule [_] Will not impact the schedule
[_] Require an increase/decrease in the cost [_] Will not require any
of your project of $____________ additional charges
Please sign this form to acknowledge that you understand the impact of your
requested changes. Signing the Refusal indicates that you DO NOT authorize
Artisan Components to proceed with the requested change(s). Signing the
Acceptance authorizes Artisan Components to proceed with these changes. If
additional costs are indicated, then the buyer"s signature is required. This
form must be signed and returned to Artisan Components by ___________________.
Requestor's REFUSAL: Date:
---------------------------- ------------------------
Requestor's ACCEPTANCE: Date:
------------------------- ------------------------
Buyer's Approval: Date:
------------------------------- -----------------------
16
LICENSE AGREEMENT
APPENDIX A
Licensed Product(s) and Deliverable(s)
[TO BE COMPLETED]
17
LICENSE AGREEMENT
APPENDIX B
LICENSE FEES, ROYALTIES AND TECHNICAL SUPPORT AND MAINTENANCE FEES
I. License Fee
[to be completed]
II. Royalties
Licensee further shall pay to Artisan Components the following running
royalties with respect to Good Die:
Licensed Product U.S. Dollars per Square Millimeter
[to be completed]
III. Technical Support and Maintenance Fees
[to be completed]
18
LICENSE AGREEMENT
APPENDIX C
COMPETITOR LIST
19
LICENSE AGREEMENT
APPENDIX D
TECHNICAL SUPPORT AND MAINTENANCE
20