EXHIBIT 10.29
SITE SUBSCRIPTION AGREEMENT
BETWEEN
▇▇▇▇▇▇
Semiconductor Sector
of ▇▇▇▇▇▇ Corporation
and
CADENCE
Cadence Design Systems, Inc.
SITE SUBSCRIPTION AGREEMENT
BETWEEN
▇▇▇▇▇▇
Semiconductor Sector
of ▇▇▇▇▇▇ Corporation
and
CADENCE
Cadence Design Systems, Inc.
Effective Date: 01 July 1993
Agreement No. SSVP - 93E24TP
2
INDEX
Section Description Page
------- ----------- ----
RECITAL 3
1.0 DEFINITIONS 3
2.0 SCOPE AND BACKGROUND 4
3.0 FROZEN CONFIGURATION 4
4.0 TERM AND TERMINATION 5
5.0 PRODUCTS AND PRICES 5
6.0 ORDERING AND REPORTING 6
7.0 SHIPMENT AND ACCEPTANCE 6
8.0 INSTALLATION AND TRAINING 6
9.0 PAYMENT 6
10.0 TAXES 6
11.0 LICENSES 6
12.0 MAINTENANCE SERVICES 7
13.0 [ RESERVED ] 7
14.0 MISCELLANEOUS 7
SCHEDULES:
Schedule A - Product List
Schedule B - Site Subscription Charges
Schedule C - Software Rental Agreement
Schedule D - Maintenance Agreement - Short Term
Schedule E - Frozen Configuration
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▇▇▇▇▇▇ CADENCE
SITE SUBSCRIPTION AGREEMENT
Agreement No. SSVP - 93E24TP
Effective Date: 01 July 1993
This Site Subscription Agreement ("Agreement") is entered into effective as of
the date set forth above ("Effective Date") by and between the Semiconductor
Sector of ▇▇▇▇▇▇ Corporation ("▇▇▇▇▇▇-Semiconductor"), having a place of
business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Cadence Design
Systems, Inc., a Delaware corporation having a principal place of business at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Cadence").
RECITALS
WHEREAS, ▇▇▇▇▇▇-Semiconductor and Cadence are party to a certain Fixed Fee
Agreement number ▇▇▇▇-▇▇▇-▇▇▇ (the "FFA") which outlined the conditions under
which Cadence, during the duration of the FFA, licensed various application
software packages to ▇▇▇▇▇▇-Semiconductor and the FFA, per its terms and as
extended, expires in June of 1994; and,
WHEREAS, ▇▇▇▇▇▇-Semiconductor and Cadence jointly desire to replace the FFA with
this Agreement to have in place an arrangement under which ▇▇▇▇▇▇-Semiconductor
can acquire licenses and/or obtaining product related services from Cadence for
its internal use or performance world-wide; and,
WHEREAS, to eliminate repetitive negotiations on individual transactions and
thereby enable the parties to more quickly consummate the individual
transactions, the parties desire to enter into this Agreement to succeed and
replace the FFA and to establish the prices, terms and conditions applicable to
all such transactions,
NOW THEREFORE, in consideration of the mutual promises set forth, the parties
hereto agree as follows;
1.0 DEFINITIONS
1.1 "Cadence Software" means any applications programming code furnished
to ▇▇▇▇▇▇-Semiconductor by or on behalf of Cadence which is not remarketed by
Cadence from a third party.
1.2 "Documentation" means any and all information, written or otherwise,
provided to ▇▇▇▇▇▇-Semiconductor by Cadence describing Cadence Software, its
operation and matters related to its use and any updated, improved or modified
version(s) of such materials, in published written material, on magnetic media
or communicated by electronic means.
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1.3 "Licensed Materials" - Is a general term which can mean any Cadence
Software and Documentation collectively.
1.4 "Service(s)" shall mean any maintenance services, installation
assistance, training, consulting or similar assistance which Cadence may consent
to provide to ▇▇▇▇▇▇-Semiconductor related to the Licensed Materials.
1.5 "Subsidiary" means a corporation company or other entity: (i) where
more than fifty percent (50%) of whose outstanding shares or securities
(representing the right to vote for the election of directors or other managing
authority are; or, (ii) which does not have outstanding shares or securities, as
may be the case in a partnership, joint venture or unincorporated association,
but more than fifty percent (50%) or the ownership interest representing the
right to make decisions for such corporation, company or entity is now or
hereafter, owned or controlled, directly or indirectly, by a party hereto, but
such corporation, company or entity shall be deemed to be a Subsidiary only so
long as such ownership or control exists.
1.6 Definitions contained in the Schedules to this Agreement shall, within
the context of each such Schedule, have the meanings ascribed to them therein.
2.0 SCOPE AND BACKGROUND:
2.1 This Agreement will put in place the mechanism whereby
▇▇▇▇▇▇-Semiconductor can temporarily license Cadence Software under a limited
duration subscription scenario. Under this scenario, ▇▇▇▇▇▇-Semiconductor will
purchase subscription licenses having the following characteristics: (i) only
Cadence Software can be licensed under this scenario, (ii) the duration of all
such licenses is limited to the Term of this Agreement, (iii) maintenance
service charges are deemed covered as part of the subscription fee; and, (iv)
any Cadence Software licensed under this scenario can, for the subscription's
duration, be used internally within ▇▇▇▇▇▇-Semiconductor in unlimited quantity.
If ▇▇▇▇▇▇-Semiconductor desires to acquire a license to use any third party
program marketed by Cadence, such acquisitions shall be a separate licensing
transaction outside the scope of this Agreement. Further, this Agreement is
intended for the internal benefit of and use by ▇▇▇▇▇▇-Semiconductor. Any
requirements for Cadence products by ▇▇▇▇▇▇-Semiconductor's parent, the ▇▇▇▇▇▇
Corporation or of any other sector, component, subsidiary or affiliate of the
▇▇▇▇▇▇ Corporation are beyond the scope of this Agreement.
2.2 Section 2.1 notwithstanding, Cadence recognizes that
▇▇▇▇▇▇-Semiconductor may have requirements for designing ▇▇▇▇▇▇-Semiconductor
Products which exceed the capacity of ▇▇▇▇▇▇-Semiconductor's existing
engineering design resources. ▇▇▇▇▇▇-Semiconductor may subcontract with
third-party design contractors and/or independent individual contractors
("Design Subcontractors ") to supplement ▇▇▇▇▇▇-Semiconductor's internal design
engineering capacity and Cadence agrees that, while performing such services for
▇▇▇▇▇▇-Semiconductor, said Design Subcontractors' may access and use the
Licensed Materials as set forth in this Agreement. Such Design Subcontractors'
use of the Licensed Materials shall be governed by the terms and conditions of
this Agreement and may not utilize the Licensed Materials or technical knowledge
5
obtained at ▇▇▇▇▇▇-Semiconductor for any purpose other than developing
▇▇▇▇▇▇-Semiconductor Products on behalf of ▇▇▇▇▇▇-Semiconductor. Development of
products by such Design Subcontractors which are not intended to be
▇▇▇▇▇▇-Semiconductor Products, and manufacturing of such Design Subcontractors'
products by ▇▇▇▇▇▇-Semiconductor are beyond the scope of this Agreement and
strictly prohibited.
2.3 ▇▇▇▇▇▇-Semiconductor shall provide Cadence with written notice prior
to engaging any Design Subcontractor as described in Section 2.2. Such notice
shall include, as a minimum, the name of the company (if applicable), name of
employee to be contracted, and expected duration of project(s).
▇▇▇▇▇▇-Semiconductor shall not proceed with such engagement until ten (10)
business days after Cadence has confirmed its receipt of ▇▇▇▇▇▇-Semiconductor's
written notice (which confirmation may initially be made orally by the Cadence's
Account Manager or District Sales Manager). However should Cadence determine
there exists a potential conflict of interest in ▇▇▇▇▇▇-Semiconductor's engaging
a proposed Design Subcontractor, ▇▇▇▇▇▇-Semiconductor agrees to refrain from
engaging such Design Subcontractor until Cadence's issues can be addressed and
mutually resolved. If the issues cannot be resolved between ▇▇▇▇▇▇-Semiconductor
and Cadence, the contract with the Design Subcontractor will not be placed and
▇▇▇▇▇▇-Semiconductor will seek a contract with an alternative source.
3.0 FROZEN CONFIGURATION:
3.1 The term ("Frozen Configuration") means the current version of any
Cadence Software or third party program (collectively a "Licensed Program") for
which ▇▇▇▇▇▇-Semiconductor separately purchased from Cadence a license having a
term of 99 years. Examples of such situations are: (i) licenses acquired before
30 June 1990; or, (ii) acquired between 01 July 1990 and the Effective Date of
this Agreement, but where the license fee was paid as a separate licensing
transaction wholly outside the scope of the FFA: or, (iii) acquired during the
Term of this Agreement, but where a 99 year license, and support for same, is
separate transaction wholly outside the scope of this Agreement.
3.2 Schedule E identifies the Frozen Configuration as of the Effective
Date of this Agreement. ▇▇▇▇▇▇-Semiconductor shall maintain at all times a
record of the number and Location of all Licensed Programs that are or become
part of the Frozen Configuration, including Licensed Programs that have been
merged with other programs and make such record available to Cadence upon
request. Licenses for Cadence Software which are or become part of the Frozen
Configuration as described in this Section 3 are unaffected by termination of
this Agreement.
4.0 TERM AND TERMINATION
4.1 Term:
4.1.1 Initial Term: This Agreement is effective as of the Effective
Date specified on the first page and, except as otherwise provided in Section
4.2, continues through the period ending 30 June 1998 (the "Initial Term").
Thereafter, its shall automatically expire, unless ▇▇▇▇▇▇
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Semiconductor has by express written agreement and prior to such expiration
date, exercised the options set forth in Section 4.1.2.
4.1.2 Option Term: ▇▇▇▇▇▇ Semiconductor may extend this Agreement
for an additional five (5) year period ending 30 June 2003 by giving Cadence
written notice not less than one (1) year prior to the expiration of the Initial
Term.
4.2 Termination or Renegotiation:
4.2.1 Termination for Cause: Either party may terminate this
Agreement and or any individual orders hereunder at any time if the other party:
(i) assigns or attempts to assign this Agreement or any of its rights hereunder
except as provided in this Agreement; or, (ii) fails to perform or observe any
of its material obligations under this Agreement, and such condition is not
remedied within ninety (90) days after written notice thereof has been given by
the aggrieved party describing the nature of the Default and demanding its cure.
4.2.2 Termination for Convenience: Either party may, at any time and
for its convenience, elect to terminate this Agreement effective as of 01 July
of any calendar year of either the Initial or Option Term by giving the other at
least two (2) years' prior written notice of such election.
4.2.3 Re-Negotiation: The parties recognize that over the Term of
this Agreement: (i) technology and market conditions will evolve; and, (ii) that
as a result of such evolving circumstances, either or both parties may desire to
renegotiate or revise this Agreement or portions thereof so that the Agreement
continues to reflect an equitable business arrangement for both parties under
the then current circumstances. Accordingly, either party may propose
adjustments to the Agreement along with its rationale for same. The parties each
agree they will negotiate in good faith the merits of any adjustment proposed to
it by the other. If the parties jointly decide it is appropriate to adjust the
Agreement or portions thereof, the Agreement shall be so modified provided that
no modification shall apply except to the extent it is fully contained in a
written amendment to the Agreement duly signed by authorized representative of
each party. If the parties are unable to mutually agree on the merits or
implementation of a proposed adjustment within such period of time as the
proposing party considers reasonable, the proposing party may elect to terminate
the Agreement for its convenience in accordance with Section 4.2.2. Nothing in
this Section 4.2.3 shall be deemed to operate as a condition precedent to either
party's election to exercise its rights under Section 4.2.2
4.3. Effect of Termination:
4.3.1 Termination of this Agreement for any reason shall
automatically and simultaneously terminate: (i) ▇▇▇▇▇▇-Semiconductor's usage
rights for all licenses acquired by ▇▇▇▇▇▇-Semiconductor under the provisions of
this Agreement, excluding licenses converted to the Frozen Configuration
pursuant to Section 4.3.2, and (ii) Cadence's support obligations for all
Cadence Software whose licenses are so terminated.
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4.3.2 Within 30 days of termination of this Agreement,
▇▇▇▇▇▇-Semiconductor may elect to convert any Cadence Software licensed under
this Agreement to become a part of the Frozen Configuration.
▇▇▇▇▇▇-Semiconductor may exercise this conversion option by purchasing, within
said 30 day period, a 99 year license for each copy of Cadence Software it
wishes to convert. Purchase of a 99 year license shall be at Cadence's then
current license fees and subject to execution of Cadence's then standard form of
software license and maintenance agreements. Within the same 30 day period,
Cadence and ▇▇▇▇▇▇-Semiconductor shall also jointly reverify the then current
make-up of the Frozen Configuration. For those Licensed Programs comprising the
Frozen Configuration for which Cadence then offers maintenance services and
which ▇▇▇▇▇▇-Semiconductor desires to place under maintenance support,
▇▇▇▇▇▇-Semiconductor may purchase such maintenance services by paying Cadence's
then current maintenance rates for such Licensed Programs.
4.3.3 Within 45 days after termination of this Agreement,
▇▇▇▇▇▇-Semiconductor shall furnish to Cadence written notice certifying that the
original and all copies, including partial copies, of the Licensed Materials
received from Cadence or made by ▇▇▇▇▇▇-Semiconductor as permitted by this
Agreement and not converted to the Frozen Configuration pursuant to Section
4.3.2, have either been returned to Cadence or destroyed and no copies or
portions thereof remain in the possession of ▇▇▇▇▇▇-Semiconductor, its employees
or agents and ▇▇▇▇▇▇-Semiconductor shall additionally make prompt payment in
full to Cadence for all amounts due and owing as of the effective date of
termination.
4.4 Survival: The provisions of Sections 10.0 and 14.4 shall survive
termination or expiration of this Agreement.
5.0 PRODUCTS AND PRICES: The Licensed Materials and Services available under
this Agreement, and the associated prices for same shall be as set forth in the
applicable Schedules. The charge for ▇▇▇▇▇▇-Semiconductor's subscription license
to internally use Cadence Software and to obtain maintenance Services therefore
during the Term of this Agreement shall be deemed included in the Site
Subscription fee set forth in Schedule B. The Site Subscription fee is a lump
sum and no unit, volume or other discounting of any nature or description shall
be applicable to it.
6.0 ORDERING AND REPORTING
6.1 Procedures: Where Cadence has the capability to do so, Cadence will
provide ▇▇▇▇▇▇-Semiconductor with a "golden master" copy of the Licensed
Materials, from which ▇▇▇▇▇▇-Semiconductor can replicate additional copies for
Hams-Semiconductor's internal use. Cadence Software replicated by
▇▇▇▇▇▇-Semiconductor from a "golden master" shall still require Cadence security
keys to be activated on a computer system. Whenever possible, Cadence shall
provide ▇▇▇▇▇▇-Semiconductor the capabilities to programmatically generate the
security keys necessary for the use of the Licensed Material. In doing so,
▇▇▇▇▇▇-Semiconductor will provide information to Cadence for tracking the
configuration (intended installation computer and
8
location, Cadence software and quantity thereof to be activated, etc.). For
Cadence Software which Cadence lacks the capability to provide
▇▇▇▇▇▇-Semiconductor a "golden master" copy, ▇▇▇▇▇▇-Semiconductor's request for
security keys (a "Key Request ") shall be processed as a separate request for an
individual shipment of such Licensed Material.
6.2 Reporting: ▇▇▇▇▇▇-Semiconductor shall provide Cadence a Quarterly
Status Report. The report shall be forwarded to Cadence's Orlando, FL Sales
Office, with a copy to Cadence corporate as specified in Section 14.1, at the
end of each ▇▇▇▇▇▇-Semiconductor fiscal quarter and will provide the currently
installed configurations of all Licensed Materials by product number, product
name, quantity and currently installed computer
7.0 SHIPMENT AND ACCEPTANCE: When shipments by Cadence are required, they shall
be F.O.B. Cadence's facilities, freight collect, or alternatively Cadence shall
prepay and invoice freight charges separately. Cadence will ship by the carrier
and method specified by ▇▇▇▇▇▇-Semiconductor or, if not specified, by the means
Cadence deems appropriate. Shipment dates are estimates dependent, in part, on
▇▇▇▇▇▇-Semiconductor's timely furnishing order documents or Key Requests in good
order and providing any other information reasonably required by Cadence. Title
to Licensed Materials shall remain at all times with Cadence and its grantors.
Risk of loss or damage to the Licensed Materials shall pass to
▇▇▇▇▇▇-Semiconductor upon Cadence's conveyance of same to the carrier (the
"Delivery Date "). Licensed Materials shall be deemed accepted by
▇▇▇▇▇▇-Semiconductor as of the Delivery Date.
8.0 INSTALLATION AND TRAINING: The Site Subscription fee does not include
installation or training. Installation or training Services, where commercially
offered by Cadence, may be obtained by ordering as a separate line item at
Cadence's then current rates.
9.0 PAYMENT: The Site Subscription fee is non-refundable and for each 12 month
period shall be payable in advance in annual installments. The first installment
is due on the Effective Date of this Agreement. Each subsequent installments due
on 01 July of calendar years 1994 through 2001 respectively. Past due amounts
shall be subject to a monthly service charge of three quarters of a percent
(.75%) per month of the unpaid balance or the highest allowed by law if less.
10.0 TAXES: All specified charges are net and exclude all taxes now existing or
later arising based on or measured by a transaction between ▇▇▇▇▇▇-Semiconductor
and Cadence, (exclusive of taxes based on Cadence's net income). All such
charges are for ▇▇▇▇▇▇-Semiconductor's account. ▇▇▇▇▇▇-Semiconductor shall
promptly pay the full amount thereof including any interest or penalties
assessed thereon, or furnish Cadence with evidence acceptable to the taxing
authority to sustain an exemption therefrom.
11.0 LICENSES: All Cadence Software provided under the provisions of this
Agreement, including any subsequent updates, shall be provided and may be used
and copied solely in accordance with the Software Rental Agreement (the current
version of which is attached as Schedule C) prevailing at the time an order is
accepted. If there arises, with respect to a Cadence
9
Software whose license was acquired under this Agreement, any conflict or
inconsistency between the provisions of this Agreement and the provisions of
Schedule C, such conflict or inconsistency shall be resolved by giving
precedence to the Agreement.
12.0 MAINTENANCE SERVICES: Maintenance Services for Cadence Software acquired
under the provisions of this Agreement shall be provided solely in accordance
with the Software Maintenance Agreement - Short Term (the current version of
which is attached as Schedule D) prevailing at the time an order for maintenance
Service is accepted. If there arises, with respect to furnishing of maintenance
Services for any Cadence Software so acquired, a conflict or inconsistency
between the provisions of this Agreement and the provisions of Schedule D, such
conflict or inconsistency shall be resolved by giving precedence first to the
Agreement.
13.0 RESERVED: [Section Not Used.].
14.0 MISCELLANEOUS
14.1 Notices: All notices and other communications hereunder shall be in
writing and shall be deemed properly delivered when duly mailed by registered or
certified letter to the other party at its address as first set forth above
(and, in the case of notices to Cadence, to the attention of Contracts
Administration), or at such other address as either party may by written notice
designate to the other.
14.2 Assignment: Neither this Agreement, nor any of the rights and
obligations hereunder may be assigned, delegated or transferred by either party
in whole or in part, without the express prior written consent of the other
party, except however an assignment or delegation by Cadence associated with the
sale of all or substantially all of its business(es), assets, or product line(s)
or through acquisition, merger, consolidation or operation of law shall not
require ▇▇▇▇▇▇-Semiconductor's consent.
14.3 Waiver: Failure by either party to enforce at any time any of the
provisions of this Agreement, or to exercise any election of options provide
herein, shall not constitute a waiver of such provision or option, nor affect
the validity of this Agreement or any part thereof, or the right of the waiving
party to thereafter enforce each and every such provision.
14.4 Export: ▇▇▇▇▇▇-Semiconductor shall not export or transfer, whether
directly or indirectly, the Licensed Materials and related technical data or any
portion thereof or any product containing such items without first obtaining a
license from the U.S. Department of Commerce, Office of Export Administration or
any other agency of the United States government as required.
▇▇▇▇▇▇-Semiconductor shall promptly furnish any written assurance or
certifications Cadence may reasonably require to evidence compliance with this
requirement.
14.5 Excusable Delays: Except for payments due Cadence by
▇▇▇▇▇▇-Semiconductor, neither party shall be liable to the other for delays in
performing its obligations due to
10
circumstances beyond its reasonable control. In the event of any such delay the
time for performance shall be extended by the amount of time lost by reason of
such delay.
14.6 Jurisdiction, Arbitration: This Agreement is made under, governed by,
and shall be construed in accordance with the laws of the state of California,
excluding the California choice of laws rule, as applied to contracts between
California corporations entered into and to be performed entirely in California.
Any unresolved dispute arising pursuant to this Agreement shall be settled by
arbitration, provided that nothing in this Section 14.6 shall restrict the right
of either party to apply to a court of competent jurisdiction for emergency
relief pending final determination of a claim by arbitration in accordance with
this Section 14.6. Such arbitration shall be held in the city of San Jose,
California U.S.A. in accordance with the then existing commercial arbitration
rules of the American Arbitration Association. The decision of the arbitrator
shall be binding upon the parties and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof. The prevailing party in
any arbitration or judicial action brought to enforce or interpret this
Agreement or for relief for its breach shall be entitled to recover its costs
(including its share of arbitration fees) and its reasonable attorney(s)' fees
therein incurred.
14.7 Except for payments due Cadence hereunder, no action, regardless of
form, arising out of the transactions under this Agreement may be brought by
either party more than two (2) years after the cause of action has accrued.
14.8 Entire Agreement: This Agreement and the Schedules attached hereto
constitute the complete agreement of the parties respecting the subject matter
hereof and supersedes and replaces all previous understandings, commitments or
agreements, oral or written, including without limitation the FFA which shall be
deemed simultaneously terminated as of the Effective Date of this Agreement. Any
additional or different terms contained or incorporated by reference on the face
or reverse of any ▇▇▇▇▇▇-Semiconductor Key Request, purchase order,
acknowledgement or other document are hereby objected to and shall be of no
effect nor in any circumstance binding upon Cadence.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT EFFECTIVE AS
OF THE DATE FIRST SET FORTH ABOVE.
▇▇▇▇▇▇ CADENCE
Semiconductor Sector Cadence Design Systems, Inc.
of ▇▇▇▇▇▇ Corporation
BY: /s/ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- --------------------------------
NAME: ▇. ▇▇▇▇▇▇▇▇ NAME: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- --------------------------------
TITLE: Vice President-Systems TITLE: Executive Vice President & CFO
----------------------------- --------------------------------
DATE: 3-24-94 DATE: 21 - MAR - 94
----------------------------- --------------------------------
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▇▇▇▇▇▇ CADENCE
SCHEDULE A
Product List
REF: Site Subscription
Agreement No. SSVP - 93E24TP
Effective Date: 01 July 1993
1. Licensed Materials and Services:
1.1 Current Offerings: ▇▇▇▇▇▇-Semiconductor may place Key Requests or
orders with Cadence for any Cadence Software marketed by Cadence as a standard
commercial product offering as of the Effective Date of this Agreement,
excluding applications of Cadence's Comdisco Systems business operation.
1.2 Subsequent Offerings - Internally Developed: Likewise
▇▇▇▇▇▇-Semiconductor may place Key Requests or orders with Cadence for Cadence
Software, internally developed by Cadence, and subsequently marketed by Cadence
as a standard commercial product offering at any time during the Term of this
Agreement after the Effective Date, excluding applications of Cadence's Comdisco
Systems business operation.
1.3 Acquired Technology: Cadence will promptly notify ▇▇▇▇▇▇-Semiconductor
when Cadence expands its portfolio of Cadence Software through permanent
acquisition of a third party or of a third party's technology (a "New Program").
Within 15 days of receipt of Cadence's notice, ▇▇▇▇▇▇-Semiconductor shall advise
Cadence in writing if Hams-Semiconductor wishes the New Programs to be added to
the Cadence Software that can be licensed by ▇▇▇▇▇▇-Semiconductor as part of
this Agreement. The parties agree that any enlargement of the Cadence Software
offerings to include such New Programs may require an adjustment in the Site
Subscription Fee set forth in Schedule B and that no New Program shall be
eligible for licensing under this Agreement until such adjustment of the Site
Subscription Fee has been agreed upon as solely evidenced by a written
modification to Schedule B.
1.4 Commercial Availability: As used throughout, the phrase "standard
commercial product offering" means the version(s) of the Cadence Software which
has been through all Cadence's internal testing, QA and manufacturing cycles and
Cadence has designated as having reached production release status and therefore
offered for general licensing to all customers. The term does not refer to
pre-production versions of the Cadence Software (e.g., alpha or beta releases)
that are only licensed on a restricted basis for limited pre-production
evaluations or beta testing.
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2. Prices: License and support charges for Licensed Materials shall be deemed
included in the Site Subscription fee set forth in Schedule B.
13
▇▇▇▇▇▇ CADENCE
SCHEDULE B
Site Subscription Charges
REF: Site Subscription
Agreement No. SSVP - 93E24TP
Effective Date: 01 July 1993
1.0 SITE SUBSCRIPTION FEE:
1.1 Initial Term: ▇▇▇▇▇▇-Semiconductor Site Subscription fee for the
Initial Term shall be as follows. Said Site Subscription fee covers the
licensing and maintenance Services of Cadence Software for the period indicated
and in accordance with the license and maintenance provisions of Schedule C and
Schedule D respectively.
For the 1st Period: Effective Date through 30 June 1994 $ 3,480,000.00
For the 2nd Period: 01 July 1994 through 30 June 1995 $ 3,480,000.00
For the 3rd Period: 01 July 1995 through 30 June 1996 $ 3,480,000.00
For the 4th Period: 01 July 1996 through 30 June 1997 $ 3,480,000.00
For the 5th Period: 01 July 1997 through 30 June 1998 $ 3,480,000.00
Total for Initial Term $ 17,400,000.00
===============
1.1.1 Any payments received by Cadence from ▇▇▇▇▇▇-Semiconductor
under the FFA which, per the express terms of the FFA, were to be allocable to a
period of time after 30-JUN-1993 shall be credited against the payment due
hereunder for the 1st Period of the Initial Term.
1.2 Option Term: ▇▇▇▇▇▇-Semiconductor Site Subscription fee for the Option
Term shall be as follows. Said Site Subscription fee covers the licensing and
maintenance Services of Cadence Software for the period indicated and in
accordance with the license and maintenance provisions of Schedule C and
Schedule D respectively.
For the 1st Period: 01 July 1998 through 30 June 1999 $ 3,688,800.00
For the 2nd Period: 01 July 1990 through 30 June 2000 $ 3,910,128.00
For the 3rd Period: 01 July 2000 through 30 June 2001 $ 4,144,735.00
For the 4th Period: 01 July 2001 through 30 June 2002 $ 4,398,419.00
For the 5th Period: 01 July 2002 through 30 June 2003 $ 4,657,024.00
Total For the Term $ 20,794,106.00
===============
14
2.0 EXCLUDED ITEMS: The Site Subscription fee specified in Section 1.0 above
does not apply to and does not include: (1) licenses for applications of
Cadence's Comdisco Systems business operation; or, (ii) licenses for third-party
programs; (iii) Services (other than maintenance); (iv) Licensed Materials which
are not yet standard commercial production offerings of Cadence as described in
Schedule A and/or Services with respect thereto.
15
▇▇▇▇▇▇ CADENCE
SCHEDULE C
Software Rental Agreement
REF: Site Subscription
Agreement No. SSVP - 93E24TP
Effective Date: 01 July 1993
16
▇▇▇▇▇▇ CADENCE
SOFTWARE RENTAL AGREEMENT
STANDARD TERMS AND CONDITIONS
Agreement No. SRA - 93E24TP
THIS SOFTWARE RENTAL AGREEMENT ("Rental Agreement") is made as of the Effective
Date (identified below) between Semiconductor Sector of ▇▇▇▇▇▇ Corporation
("Customer") having a place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, and Cadence Design Systems, Inc. ("Cadence"). Cadence and Customer have
entered into a certain Site Subscription Agreement (the "SSVP Agreement")
pursuant to which Cadence will temporarily furnish certain computer software
programs to Customer. All Products Cadence makes temporarily available to
Customer in accordance with the SSVP Agreement, shall be deemed licensed under
the Terms and Conditions of this Rental Agreement. Unless otherwise defined
herein, capitalized terms used in this Rental Agreement shall have the same
meaning ascribed to them in the SSVP Agreement. Therefor, Cadence and Customer
agree as follows:
1. DEFINITIONS: The following definitions apply herein:
(a) "Product Quotation" or "Quotation" means a written quote from Cadence
to Customer identifying the Licensed Programs, quantity, charges, and other
information relevant to a specific transaction which Cadence is quoting to
Customer.
(b) "Licensed Program(s)" means each software program and any updated,
improved or otherwise modified version(s) thereof furnished by Cadence pursuant
to a Product Quotation or an order from Customer solely for Customer's internal
purposes only.
(c) "Use" means copying all or any portion of a Licensed Program into the
Designated Equipment or transmitting it to the Designated Equipment for
processing of the instructions contained in the Licensed Program and/or
displaying, loading, or operating any portion of the Licensed Program for the
purpose of Customer's design and manufacture of electronic circuits and systems.
(d) "Designated Equipment" means a computer or workstation located within
Customer's facilities and its associated Cadence supported operating system
software as identified by manufacturer, make, model, serial number, host I.D.
number, operating software version level and customer network and upon which a
Licensed Program is to operate.
(e) "Documentation" means any and all information, written or otherwise,
provided to Customer by Cadence describing a Licensed Program, its operation and
matters related to its Use and any updated, improved or modified version(s) of
such materials, in published written material, on magnetic media or communicated
by electronic means.
17
(f) "Designated Site" means the specific address of Customer's facility
consisting of one or more buildings within a one mile radius of one another,
where the Designated Equipment, upon which a Licensed Program is first installed
and put into productive Use, is physically located.
2. LICENSE GRANT: Subject to Customer's timely payment of the Subscription Fee
set forth in Schedule B of the SSVP Agreement, Cadence hereby grants and
Customer accepts, pursuant to the provisions of this Rental Agreement and for
the term hereof, a non-transferable, non-exclusive, personal, limited license
to: (i) Use each Licensed Program in machine readable form, only for Customer's
internal Use and at the Designated Site on any unit of Designated Equipment
owned or leased by Customer provided the Licensed Program is only Used on one
unit of Designated Equipment at a time (a "License"); and, (ii) to utilize the
Documentation at the Designated Site as is reasonably necessary for Customer's
licensed Use of the Licensed Program. Customer shall not sublicense, modify or
permit third parties to Use the Licensed Programs or Documentation. Customer
shall not receive, use or have access to source code relating to any Licensed
Program. No license, rights or interest in any trademark, trade name or service
▇▇▇▇ of Cadence or its licensors is granted to Customer. All rights, title and
interest in the Licensed Programs and Documentation shall remain exclusive
property of Cadence or its licensors.
3. LOCATION AND TRANSFER: Each License granted hereunder authorizes only
Customer's Use of a Licensed Program on specifically identified Designated
Equipment at the Designated Site. The Licensed Program may be moved from the
Designated Site or the Designated Equipment only if the Designated Equipment
malfunctions, and only with Cadence's consent. Customer will provide Cadence's
Rehost Certificate when the Licensed Program is moved from the previously
identified Designated Equipment or Designated Site and completely remove the
Licensed Program from such equipment. Customer may make a reasonable number of
copies of a Licensed Program for archival purposes and for Use as back-up when
the Licensed Program is not operational. All legends, trademarks, trade names,
copyright marks and other identifications must also be copied when copying the
Licensed Program for archival or back-up purposes. Documentation may not be
copied except for a reasonable number of printed copies produced by Customer for
internal use only from Documentation provided in electronic form.
4. TERM AND TERMINATION: This Rental Agreement shall commence on the Effective
Date set forth below. The term of this Rental Agreement and of each individual
License granted hereunder shall, subject to the termination provisions of this
Section, terminate automatically and simultaneously with termination of the SSVP
Agreement. Cadence may also immediately terminate this Rental Agreement or any
License granted hereunder if Customer breaches or fails to perform any of its
obligations under this Rental Agreement or under the SSVP Agreement. Within 30
days after the termination of any License or this Rental Agreement for any
reason, Customer shall: (i) return all Products to Cadence, F.O.B. Cadence's
facilities, freight prepaid; and, (ii) furnish Cadence written certification
attesting that the original and all copies, including partial copies, of the
corresponding Licensed Program, any Documentation and
18
any material received from Cadence or made in connection with such License have
been returned or destroyed; and, (iii) make prompt payment in full to Cadence
for all amounts due and owing as of the effective date of termination. Customer
shall be liable for payment to Cadence of Cadence's then current list price for
any Product not returned to Cadence within thirty (30) days of the termination
or expiration of this Rental Agreement. Sections 5(b), 6, 8, 12, 13 and 16 shall
survive expiration or termination of this Rental Agreement.
5. LIMITED WARRANTY: (a) Cadence warrants for 30 days after shipment that the
recording media by which a Licensed Program is furnished is free of
manufacturing defects and shipping damage, if the media has been properly
installed by Customer on the designated equipment. Cadence does not warrant that
any Licensed Program will meet Customer's requirements or will be error free. As
Customer's sole remedy for breach of the warranty herein, Cadence will provide a
replacement magnetic media containing the Licensed Program ordered by Customer;
(b) EXCEPT AS PROVIDED ABOVE, CADENCE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND
DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM OR DOCUMENTATION,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
OR MERCHANTABILITY, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING OR USAGE
IN TRADE.
6. LIMITATION OF LIABILITY: CADENCE'S CUMULATIVE LIABILITY UNDER THIS RENTAL
AGREEMENT FOR ALL CAUSES OF ACTION SHALL BE LIMITED TO AND NOT EXCEED THE
SUBSCRIPTION FEE PAID BY CUSTOMER FOR THE LICENSED PROGRAM(S). REGARDLESS OF
WHETHER CADENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY
REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. CADENCE
SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTES. LOSS OF PROFITS,
INTERRUPTION OF BUSINESS, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL
DAMAGES. HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT THE
SUBSCRIPTION FEE REFLECTS THIS ALLOCATION OF RISK. In no event shall Cadence's
liability for property damage exceed the greater of $50.000 or the license fee
paid by Customer for the Licensed Program that caused such damage.
7. FEES AND TERMS OF PAYMENT: The charges set forth in Schedule B of the SSVP
Agreement shall apply unless specified otherwise in a Product Quotation. Payment
of the total amount invoiced is due 30 days after the date of invoice.
8. TAXES: Customer will pay or reimburse all federal, state and local taxes
(exclusive of taxes on Cadence's net income), duties and assessments arising on
or measured by amounts payable to Cadence under this Agreement.
19
9. SHIPMENT: Delivery is to be made F.O.B, shipping point and transportation
charges, including insurance, shall be paid by Customer, or if prepaid, shall be
invoiced as a separate item. Licensed Programs and Documentation shall be
configured, packaged and labeled in accordance with Cadence's standard
practices.
10. MAINTENANCE, INSTALLATION AND TRAINING: License Program Site Subscription
charges set forth in Schedule B of the SSVP Agreement do not include
installation or training. Maintenance is available under terms of Software
Maintenance Agreement appended as Schedule D to the SSVP Agreement. Installation
services and training, where commercially offered by Cadence, may be ordered
under separate agreement at Cadence's then current rates. Any installation
assistance provided by Cadence hereunder shall be without liability or risk to
Cadence.
11. PROPRIETARY RIGHTS INDEMNITY: If any Licensed Program supplied hereunder
becomes the subject of a claim of infringement of a U.S. patent or copyright,
Cadence will indemnify Customer against such claim provided that Customer gives
Cadence prompt written notice of such claim, allows Cadence to direct the
defense and settlement of the claim, and cooperates with Cadence as necessary
for defense and settlement of the claim. If an injunction is obtained against
Customer's Use of a Licensed Program, or if in Cadence's opinion such an
injunction is likely to be obtained, Cadence shall have the right to obtain for
Customer the right to continue using the Licensed Program, replace or modify the
Licensed Program so that it becomes noninfringing, or terminate the License
granted hereunder to such Licensed Program with refund to Customer of the
license fee paid for such Licensed Program, less a reasonable charge for the
period during which Customer has had availability of such Licensed Program for
Use. Cadence will have no liability for any infringement claim to the extent it
is based on modification of a Licensed Program other than by Cadence, with or
without authorization, results from failure of Customer to utilize an updated or
modified Licensed Program provided by Cadence, or results from compliance by
Cadence with designs, plans or specifications furnished by Customer. THE
FOREGOING STATES CADENCE'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES
FOR PROPRIETARY RIGHTS INFRINGEMENT.
12. PROTECTION OF LICENSED MATERIALS: Each Licensed Program and Documentation
are the confidential and proprietary property of Cadence or third parties from
whom Cadence has obtained marketing rights. Customer receives no rights to and
will not sell, assign, lease, market, transfer, encumber or suffer to exist any
lien or security interest (other than those of Cadence) on, nor allow any
person, firm or corporation to copy, reproduce or disclose, in whole or in part
in any manner, the Licensed Program or Documentation. Customer receives no
rights to and shall not create or attempt to create by reverse engineering,
reverse assembly, reverse compiling or otherwise all or part of the source
programs from any Licensed Program or Documentation or permit third party to do
so. Customer shall take all reasonable steps, both during and after the term of
this Agreement to insure that no unauthorized person shall have access to the
Licensed Program or Documentation and that no unauthorized copy, in whole or in
part, in any form shall be made.
20
13. EXPORT: The Licensed granted hereunder does not permit export of the
Licensed Programs or Documentation. In addition, Customer warrants that Customer
shall comply with all U.S. laws regarding export and all necessary approval and
license requirements of the U.S. Dept. of Commerce and other agencies or
departments of the U.S. Government.
14. NO ASSIGNMENT: Customer may not assign this Agreement or the License granted
hereunder and any attempt to do so shall be void, Customer agrees that this
Agreement binds Customer and each of its employees, agents, representatives, and
persons associated with it, and Customer's affiliated and subsidiary firms,
corporations and other organizations.
15. NOTICES: Notices to Customer shall be sent to the address specified beneath
Customer's signature below and to Cadence, to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: Contract Department, or such new address as a party
specifies to the other in writing.
16. ARBITRATION: Any unresolved dispute arising pursuant to this Rental
Agreement shall be settled by arbitration, provided that nothing in this Section
16 shall restrict the right of either party to apply to a court of competent
jurisdiction for emergency relief pending final determination of [a] claim by
arbitration in accordance with this Section 16. Such arbitration shall b~ held
in the city of San Jose, California U.S.A. in accordance with the then-existing
commercial arbitration rules of the American Arbitration Association. The
decision of the arbitrator shall be binding upon the parties and judgment in
accordance with that decision may be entered in any court having jurisdiction
thereof. The prevailing party in any arbitration or judicial action brought to
enforce or interpret this Rental Agreement or for relief for its breach shall be
entitled to recover its costs (including its share of arbitration fees) and its
reasonable attorney(s)' fees therein incurred.
17. GENERAL: This Rental Agreement is governed by the laws of the State of
California U.S.A. It is the complete and exclusive statement of the agreement
between the parties and supersedes all proposals, oral or written, and all other
communications between the parties relating to the subject matter of this Rental
Agreement. Any terms and conditions of any purchase order or other instrument
issued by Customer in connection with this Rental Agreement which are in
addition to, inconsistent with or different from the terms and conditions of
this Rental Agreement shall be of no force or effect This Rental Agreement may
be modified only by a written instrument duly executed by authorized
representatives of Cadence and Customer. Any waiver by either party of any
condition, part, term or provision of this Rental Agreement shall not be
construed as a waiver of any other condition, part, term or provision or a
waiver of any future event or circumstance. If any provision of this Rental
Agreement is held invalid or unenforceable, the remainder of the Rental
Agreement shall continue in full force and effect.
18. GOVERNMENT USE: If Customer is a part of the U.S. Government, Customer
agrees that (i) if a Licensed Program is supplied to the Department of Defense
(DoD), the Government agrees that the Licensed Program is classified as
`Commercial Computer Software' and that the
21
Government is acquiring only `restricted rights" in the Licensed Program and
Documentation as that term is defined in DFARS Clause 252.227-7013(c)(1), (ii)
if a Licensed Program is supplied to a part of the Government other than DoD,
the Government agrees that it's rights in the Licensed Program and Documentation
will be as defined in FAR Clause 52.227-19(c)(2) and (iii) use, duplication, or
disclosure by the Government is subject to restrictions as set forth in DFARS
Clause 252.227.70l3(c)(l)(ii).
This Rental Agreement shall be effective and binding on the parties only after
acceptance at Cadence's offices in California by an officer of Cadence.
▇▇▇▇▇▇
Semiconductor Sector
of ▇▇▇▇▇▇ Corporation
-----------------------------------------
(Customer)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ 3-24-94
--------------------------------------
(Signature)
Name: ▇. ▇▇▇▇▇▇▇▇
------------------------------------
(Print)
Title: Vice President-Systems
-----------------------------------
CADENCE
Cadence Design Systems, Inc.
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President & CFO
Effective Date: 21 - MAR - 94
--------------------
22
▇▇▇▇▇▇ CADENCE
SCHEDULE - D
Software Maintenance Agreement - Short Term
REF: Site Subscription
Agreement No. SSVP - 93E24TP
Effective Date: 01 July 1993
23
▇▇▇▇▇▇ CADENCE
SOFTWARE MAINTENANCE AGREEMENT - Short Term
STANDARD TERMS AND CONDITIONS
Agreement No. SMA-93E24TP
THIS SOFTWARE MAINTENANCE AGREEMENT ("Agreement") is made as of the Effective
Date set forth below between Cadence Design Systems, Inc. ("Cadence") and the
undersigned customer ("Customer"). Cadence and Customer have entered into a
certain Site Subscription Agreement (the "SSVP Agreement") pursuant to which
Cadence will temporarily furnish certain computer software programs to Customer.
Customer and Cadence desire and intend that this Agreement establish the terms
and conditions governing maintenance services of software products made
available to Customer by Cadence under the provisions of the SSVP Agreement and
the Software Rental Agreement which is appended as Schedule C thereto (the
"SRA"). Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the same meaning ascribed to them in the SSVP Agreement or
SRA. Therefor, Cadence and Customer agree as follows:
1. MAINTENANCE SERVICES:
(a) Subject to the provisions hereof, Cadence will use commercially
reasonable efforts to perform or have performed the services ("Maintenance
Services") described in this Agreement with respect to each Licensed Programs
(licensed to Customer under the SRA). Cadence will provide Customer all
modifications to the Licensed Programs in the form of fixes and further releases
that Cadence makes available on a general commercial basis to other end-users
who have purchased maintenance services from Cadence for the same Licensed
Programs used on the same hardware platform as Customer.
(b) Cadence will keep available telephone assistance to Customer between
8:00 a.m. and 6:00 p.m., prevailing local time, Monday through Friday (excluding
Cadence recognized holidays).
(c) Cadence will provide appropriate assistance to Customer within a
reasonable period after Customer adequately describes a Licensed Program and/or
Documentation problem to Cadence's Customer Support Organization. Such
assistance will be at Cadence's expense where it determines that the reported
problem is due to defects in an unaltered most current version of the Licensed
Program and/or Documentation. If it determines that the reported problem is not
due to the Licensed Program, if Customer requests and Cadence agrees to provide
the requested service, Customer agrees to pay Cadence's then current prices for
services Cadence provides to correct such problem.
(d) If Customer makes modifications, interfaces, and/or other changes to
the Licensed Program and Documentation as permitted under the SRA, Customer
shall promptly inform
24
Cadence in writing and provide such information as Cadence determines necessary
to properly maintain the Licensed Program and Documentation.
(e) Cadence's obligation to provide Maintenance Services pursuant to this
Agreement is dependent upon 1) the continuance in effect between Cadence and
Customer of both the SSVP Agreement and the SRA; 2) Customer's continued good
repair of the Designated Equipment; and 3) the performance by Customer of all of
its obligations set forth in the SSVP Agreement, the SRA and in this Agreement.
(f) Cadence shall not be obligated to provide Maintenance Services
pursuant to this Agreement that are required by any of the following:
(1) abuse, misuse, accident or neglect;
(2) repairs, alterations, and/or modifications which are not
permitted under the SRA and which are performed by other than Cadence or its
agents;
(3) use of supplies or materials not meeting Cadence's requirements;
(4) Use of the Licensed Program for other than the intended purpose
for which licensed and designated;
(5) malfunction, modification or relocation of the Designated
Equipment;
(6) where inadequate backups are supplied.
(g) Cadence may refuse to provide Maintenance Services where, in Cadence's
opinion, a condition exists that represents a hazard to the safety of its
employees or agents.
2. TERM AND TERMINATION:
(a) This Agreement shall commence on the Effective Date set forth below.
The term of Maintenance Services for each Licensed Program supported by Cadence
for Customer per the terms of this Agreement shall begin upon issuance of the
License to Customer and, unless sooner terminated as provided herein,
simultaneously and automatically cease with the termination of the SSVP
Agreement or termination of the License granted under the SRA for the Licensed
Program in question, whichever occurs first.
(b) Where a new version of a Licensed Program has been offered to
Customer, Cadence may terminate Maintenance Services under this Agreement for
all prior versions of said Licensed Program six months after Cadence's first
commercial production shipment of such newer version if Customer has not
installed such newer version within that time. Cadence may also immediately
terminate Maintenance Services for a Licensed Program supported under this
Agreement or this Agreement generally if Customer breaches or fails to perform
any of its obligations (a "Default') under this Agreement, the SSVP Agreement or
the SRA, which Default
25
is not cured within 30 days after Cadence has given Customer written notice
describing the nature of the Default and demanded its cure.
3. PRICES TERMS AND PAYMENT: The fees for Maintenance Services to be provided
under this Agreement shall be considered included in the Site Subscription
charges set forth in Schedule B of the SSVP Agreement, unless specified
otherwise in a Product Quotation. Payment of the total amount invoiced is due 30
days after the date of invoice.
4. TAXES: Customer will pay or reimburse all federal, state and local taxes
(exclusive of taxes on Cadence's net income), duties and assessments arising on
or measured by amounts payable to Cadence under this Agreement.
5. ADDITIONAL SERVICES: If Cadence agrees to perform services requested by
Customer which are not included as part of this Agreement, such services shall
be billed to Customer at prices and terms determined by Cadence.
6. UPDATES: Updates, consisting of one copy of modifications and improvements to
each Licensed Program and/or Documentation which Cadence determines are required
to achieve the specifications established by Cadence for the Licensed Program
and/or Documentation will be provided at no additional cost. Customer
acknowledges that Cadence will maintain only the most current version of the
Licensed Program. Cadence shall maintain prior versions until the earlier of 6
months from the release of each new version release, or termination of this
Agreement. Upon receipt and installment of an update to a Licensed Program,
Customer may keep one copy of the previous version of the Licensed Program for
archival purposes only and shall destroy all other copies of the previous
version of the Licensed Program.
7. EXCLUDED SERVICES: The following are excluded from this Agreement:
(a) Services connected with relocation of the Licensed Program from the
Designated Equipment or reconfiguration of, or Customer induced problems
associated with, the Designated Equipment, such as its relocation;
(b) Services connected with the maintenance of the Designated Equipment
and its operating system. Cadence does not itself provide hardware maintenance
and, in those cases where it arranges hardware maintenance for a fee,
immediately assigns the contract to its agent without recourse;
(c) The cost of tools, supplies, accessories, media and other expendables
required by Cadence to perform the Maintenance Services;
(d) Maintenance services outside the contiguous United States that would
otherwise be covered by this Agreement.
8. CUSTOMER RESPONSIBILITIES: Customer shall:
26
(a) Notify Cadence promptly by Cadence electronic problem reporting
software or telephone of Licensed Program problems and provide follow-up reports
in writing. Cadence will confirm receipt of any electronic problem report within
24 hours of receipt and, in the absence of such a confirmation, Customer shall
promptly retransmit such report:
(b) Allow Cadence full access to all Designated Equipment and
communication facilities subject to Customers site security and safety
procedures and provide Cadence reasonable work space and storage and other
normal and customary facilities;
(c) Provide Cadence with reasonable assistance, as requested and ensure
that an employee of Customer is present during all service;
(d) Provide sufficient support and test time on Customer's computer system
to duplicate the problem, certify that the problem is due to a Licensed Program,
and when corrections are complete, certify that the problem has been remedied;
(e) Provide the same standard of care for Licensed Programs and/or
Documentation that it applies to its own products or data of like value to its
business and return any defective Licensed Program and/or Documentation or
attest in writing to the destruction of same as directed by Cadence;
(f) Provide sufficient data to enable Cadence to replicate the problem on
another computer at Cadence's Customer Support Center.
9. RELOCATION OF DESIGNATED EQUIPMENT: Customer shall notify Cadence in writing
30 days prior to moving the Designated Equipment as to its intended new
location. Cadence shall be under no obligation to provide any services under
this Agreement during or as a result of such relocation.
10. PROTECTION OF LICENSED MATERIALS: Each Licensed Program and Documentation
are the confidential and proprietary property of Cadence or third parties from
whom Cadence has obtained marketing rights, Customer receives no rights to and
will not sell, assign, lease, market, transfer, encumber or suffer to exist any
lien or security interest (other than those of Cadence) on, nor allow any
person, firm or corporation to copy, reproduce or disclose, in whole or in part
in any manner, the Licensed Program or Documentation. Customer receives no
rights to and shall not create or attempt to create by reverse engineering,
reverse assembly, reverse compiling or otherwise all or part of the source
programs from any Licensed Program or Documentation or permit any third party to
do so, Customer shall take all reasonable steps, both during and after the term
of this Agreement to insure that no unauthorized person shall have access to the
Licensed Program or Documentation and that no unauthorized copy, in whole or in
part, in any form shall be made.
27
11. FORCE MAJEURE: Cadence shall not be liable for any loss, damage, or penalty
resulting from delay due to causes beyond its reasonable control, including,
without limitation, delay by its suppliers.
12. NO ASSIGNMENT: Customer may not assign this Agreement and any attempt to do
so shall be void. Customer agrees that this Agreement binds Customer and
Customer's parent, subsidiaries and affiliates and each of their employees,
agents and representatives.
13. DISCLAIMER: IN CONNECTION WITH MAINTENANCE SERVICES RENDERED AND COMPUTER
SOFTWARE AND DOCUMENTATION SUPPLIED UNDER THIS AGREEMENT, NEITHER CADENCE NOR
ANY OF ITS SUBCONTRACTORS OR SUPPLIERS MAKES ANY WARRANTY, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
OR OF MERCHANTABILITY OR NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING OR
USAGE IN TRADE.
14. LIMITATIONS OF LIABILITY:
(a) In no event shall the total cumulative liability of Cadence and its
subcontractors and suppliers to Customer for any reason exceed, to the extent
collected by Cadence, the Site Subscription fee set forth in Schedule B of the
SSVP Agreement for a twelve month period.
(b) CADENCE SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF PROFITS, INTERRUPTION OF
BUSINESS OR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER
CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE. Customer acknowledges that the fees specified to be paid
to Cadence for Maintenance Services reflect this allocation of risk.
15. NOTICES: Notices to Customer shall be sent to the address specified beneath
Customer's signature below and to Cadence shall be sent to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: Contract Department, or such new
address as a party specifies to the other in writing.
16. ARBITRATION: Any unresolved dispute arising pursuant to this Agreement shall
be settled by arbitration, provided that nothing in this Section 16 shall
restrict the right of either party to apply to a court of competent jurisdiction
for emergency relief pending final determination of a claim by arbitration in
accordance with this Section 16. Such arbitration shall be held in the city of
San Jose, California U.S.A, in accordance with the then existing commercial
arbitration rules of the American Arbitration Association. The decision of the
arbitrator shall be binding upon the parties and judgment in accordance with
that decision may be entered in any court having jurisdiction thereof. The
prevailing party in any arbitration or judicial action brought to enforce
28
or interpret this Rental Agreement or for relief for its breach shall be
entitled to recover its costs (including its share of arbitration fees) and its
reasonable attorney(s)' fees therein incurred.
17. GENERAL: This Agreement is governed by the laws of the State of California,
U.S.A. It is the complete and exclusive statement of the agreement between the
parties and supersedes all proposals, oral or written, and all other
communications between the parties relating to the subject matter of this
Agreement. Any terms and conditions of any purchase order or other instrument
issued by Customer in connection with this Agreement which are in addition to,
inconsistent with or different from the terms and conditions of this Agreement
shall be of no force or effect. This Agreement may be modified only by a written
instrument duly executed by authorized representatives of Cadence and Customer.
Any waiver by either party of any condition, part, term or provision of this
Agreement shall not be construed as a waiver of any other condition, part, term
or provision or a waiver of any future event or circumstance. If any provision
of this Agreement is held invalid or unenforceable, the remainder of the
Agreement shall continue in full force and effect.
This Agreement and any supplement to it shall be effective binding on the
parties only after acceptance at Cadence's offices in California by an officer
of Cadence.
29
▇▇▇▇▇▇
Semiconductor Sector
-----------------------------------------
of ▇▇▇▇▇▇ Corporation
(Name of Customer)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 3-24-94
--------------------------------------
(Signature)
▇. ▇▇▇▇▇▇▇▇, Vice President-Systems
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(Name & Title)
Address: 1301 ▇▇▇▇▇ ▇▇▇▇▇ Road
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(Street)
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------------
(City, State, Zip Code)
CADENCE
Cadence Design Systems, Inc.
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Executive Vice President & Chief Financial Officer
Effective Date: 21 - MAR - 94
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30
SCHEDULE - E
Frozen Configuration
REF: Site Subscription
Agreement No. SSVP - 93E24TP
Effective Date: 01 July 1993
31
SCHEDULE E
FROZEN CONFIGURATION
Qty Frozen Product Description Current/Equivalent Product Description
94 151-SUL Design Framework-Color 111-SUL Design Framework
183 200-SUL Design Entry 200-SUL Design Entry
2 203-SUL Low Cost Schematics Color 111 .SUL Design Framework
200-SUL Design Entry
206-SUL Simulation Environment
207-SUL Waveform
178 206-SUL Simulation Environment 206-SUL Simulation Environment
207-SUL Waveform
57 211-SUL Timing Analyzer 211-SUL Timing Analyzer
22 213-SUL Silos II Logic Simulator 26000 (VXL)-SJL Verilog-XL Logic Simulator
17 214-SUL Silos II Fault Simulator 26500 (VFT)-SJL Verifault-XL Fault Simulator
8 240-SUL Remote Cadence Silos II Interface EOL Contact SimuCAD
▇ ▇▇▇-▇▇▇ Remote HSPICE 276-SUL HSPICE Interface
45 270-SUL Silos Logic Interface EOL Contact SimuCAD
▇▇ ▇▇▇-▇▇▇ Silos Fault Interface EOL Contact SimuCAD
▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ Interface w/SPICE 2G.6 274-SUL SPICE Interface w/SPICE 2G.6
5 275-SUL SPICE Interface 274-SUL SPICE Interface w/SPICE 2G.6
17 276-SUL HSPICE Interface 276-SUL HSPICE Interface
28 279-SUL Simulation & Test Language (STL) 279-SUL Simulation & Test Language (STL)
16 283-SUL Open System Simulation (OSS) 283-SUL Open System Simulation (OSS)
1 285-SUL STL Sentry Code Generator ▇▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Code Generator
12 295-SUL Testability Analyzer 279-SUL Simulation & Test Language (STL)
113 300-SUL Virtuoso Polygon Layout Editor 300-SUL Virtuoso Layout Editor
61 310-SUL PDcheck 312-SUL Diva/iDRC
56 315-SUL PDextract 316-SUL Diva/iLPE
55 320-SUL PDcompare 322-SUL Diva/iLVS
11 325-SUL ERC 314-SUL Diva/iERC
1 330-SUL PDverify 334-MUL Remote Diva
1 335-SUL Remote PDV Server 334-MUL Remote Diva
9 31000-SUL Analog Artist Electrical Upgrade 31000-SUL Analog Artist Design System
9 32110-SUL Analog Artist Opamp Modeler 32110-SUL Analog Artist Opamp & Comparator
Macromodel Generator
9 32120-SUL Analog Artist Statistical Package 32120-SUL Analog Artist Statistical Package
1 33160-SUL Analog Artist PDcompare Back Annotation 33301-SUL Analog Artist Verification Upgrade
▇▇ ▇▇▇-▇▇▇ Cell Ensemble 14100-SUL Cell Ensemble with Preview Basic
1 470-MUL Gate Ensemble 50K 470-MUL Gate Ensemble 50K
1 471-MUL Clock Tree Synthesis 50K 471 -MUL Clock Tree Synthesis 50K
1 472-MUL Timing Assurance 472-MUL Timing Assurance
1 500-SUL Module Maker Development 501-SUL Module Maker Upgrade
31 550-SUL Structure Compiler 550-SUL Structure Compiler
2 ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇) ▇▇▇▇▇-▇▇▇ Preview Front End Floor Planner
▇ ▇▇▇-▇▇▇ Standard Cell Block Ensemble (SBB) 14000-SUL Preview ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ (▇▇▇) 14400-SUL DLM Place & Route System with Preview Expert
2 731-MUL Dracula II/DRC 731-MUL Dracula II/DRC
2 732-MUL Dracula II/ERC 732-MUL Dracula II/ERC
2 733-MUL Dracula II/LVS 733-MUL Dracula II/LVS
2 734-MUL Dracula II/LPE 734-MUL Dracula II/LPE
1 739-MUL EBEAM(1)/MEBES 780-MUL Dracula PG/E(4) All Formats
1 742-MUL Plot/Versatec 772-MUL ▇▇▇▇/▇▇▇▇▇▇▇▇
▇ 743-MUL Port Layde 773-MUL Dracula/Layde (Dracula II and Dracula III)
1 745-MUL TLAYDE/4106 773-MUL Dracula/Layde (Dracula II and Dracula III)
1 750-MUL PG/E(4)/All 4 formats 780-MUL Dracula PG/E(4) All Formats
32
Qty Frozen Product Description Current/Equivalent Product Description
3 769-MUL EBEAM(1)/MEBES 780-MUL Dracula PG/E(4) All Formats
2 774-MUL SLAYDE 773-MUL Dracula/Layde (Dracula II and Dracula III)
3 781-MUL Dracula III/CORE 761-MUL Dracula III/HDRC
65 900-SUL SKILL Development Environment 900-SUL SKILL Development Environment
5 905-SUL dbAccess 900-SUL SKILL Development Environment
10 940-SUL EDIFIN (200) 940-SUL EDIFIN (200)
7 945-SUL EDIFOUT (200) 945-SUL EDIFOUT (200)
75 960-SUL STREAM To/From Cadence 960-SUL STREAM To/From Cadence
19 971-SUL EDIT to Cadence 940-SUL EDIF1N (200)
114 975-SUL B&W Versatec/Plot 991-SUL Hardcopy Intermediate File Generator
992-SUL Versatec Hardcopy Output
31 967-SUL Daisy to Cadence full Schematic Transfer 995-SUL HP-GL Hardcopy Output
28 978-SUL Color Versatec 991-SUL Hardcopy Intermediate File Generator
992-SUL Versatec Hardcopy Output
126 980-SUL Apple Laser Writer Postscript 994-SUL PostScript Hardcopy Output
3 985-SUL Versatec RPM Plotting 991-SUL Hardcopy Intermediate File Generator
992-SUL Versatec Hardcopy Output
9 89011-SUL Remote PDV Interface
1 IF965
1 IF985
1 LIP923V
4 VT910 ValidGED FET22 Concept Schematic
2 VT912 ValidTIME 26400 Veritime Timing Analyzer
2 VT916 Logic Workbench Framework VT16 Logic Workbench Framework
2 VT917 RapidSIM VT17 RapidSIM
2 VT922 ValidCOMPILER VT22 ValidCOMPILER
2 VT923 ValidPACKAGER VT23 ValidPACKAGER
Legend:
EOL End of Life (Discontinued)
Note:
Product 213 & 218 (Silos Logic Simulator) and product 214 & 219 (Silos Fault
simulator) were upgraded to Verilog-XL and Verifault in accordance with memo
dated 8/6/91.
33