MENTOR GRAPHICS INTELLECTUAL PROPERTY CUSTOMER AGREEMENT Agreement No. 1A-3139
MENTOR
GRAPHICS INTELLECTUAL PROPERTY CUSTOMER AGREEMENT
Agreement
No. 1A-3139
This
Agreement is between Mentor Graphics Corporation and Mentor Graphics (Ireland)
Limited, as may be represented by the affiliated company identified in the
signature block below ("Mentor Graphics"), and Wintegra Ltd at ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇'▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ("Customer"). This Agreement is effective as
of
the date last signed below by authorized representatives of the
parties.
1. Definitions.
(a) "Soft
Core(s)" means the reusable pre-designed synthesizable components for the design
of integrated circuits that Mentor Graphics licenses to Customer pursuant to
this Agreement. Soft Cores may be licensed individually or in core libraries
as
described in the applicable quotation.
(b) "Intellectual
Property" means the Soft Cores, including certain third party sourced cores
specified by Mentor Graphics, and any design materials, documentation and other
information licensed to Customer under this Agreement.
(c) "Customer's
Products" means any integrated circuits designed, manufactured, or marketed
by
Customer that incorporate or were designed using all or any part of the
Intellectual Property.
(d) "Support
Program" means the software support program, consisting of updates, revisions,
bug fixes, workaround solutions and telephone support provided by Mentor
Graphics, as further described in Section 11.
(e) "End-User"
means a customer of Customer who purchases or agrees to purchase from Customer
integrated circuits designed by Customer.
2. Payment
Terms.
In
consideration for the licenses granted Customer under this Agreement, Customer
shall pay fees in the amounts set forth in the applicable quotation or in
payment schedules that shall refer to this Agreement (collectively "payment
schedules"). [†]
Mentor
Graphics shall invoice Customer pursuant to the payment schedules and Customer
shall pay all invoices within 30 days of date of invoice. Unless Customer
provides Mentor Graphics with a certificate of exemption from the applicable
taxing authority, Mentor Graphics will invoice Customer for all applicable
taxes.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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3. Purchase
Orders/Delivery.
If
Customer elects to acquire Intellectual Property licenses from Mentor Graphics,
Customer will issue written purchase orders to Mentor Graphics. Variable terms
such as price (but not payment terms), quantity, agreed to delivery dates,
and
shipping instructions, as well as tax exempt status, if applicable, shall be
specified on each purchase order. If Customer issues a purchase order that
is
accepted by Mentor Graphics, such purchase order shall constitute a contract
between the parties, which shall be governed solely and exclusively by the
terms
and conditions of this Agreement even if Customer does not refer to this
Agreement on the purchase order. Nothing contained in any purchase order shall
in any way negate or modify the terms of this Agreement or the payment
schedules. If Customer places purchase orders by electronic means, such
electronic purchase orders shall reference this Agreement by number and:
(a) the provisions of state common law or statutes with effects similar to
those of Uniform Commercial Code Section 2-201 (Statute of Frauds) shall
not apply; (b) such electronic transactions shall be deemed to satisfy any
legal formalities requiring that agreements be in writing; and (c) computer
maintained records when produced in hard copy form shall constitute business
records and shall be admissible to the same extent as other generally recognized
business records. Mentor Graphics may deliver Intellectual Property by
electronic means. Such electronic delivery and Customer's receipt and use of
Intellectual Property delivered electronically shall at all times be subject
to
the terms and conditions of this Agreement.
4. Term
and Termination.
(a) The
term of this Agreement shall begin on the Effective Date and shall continue
until terminated in accordance with the terms of this Agreement.
(b) If
either party breaches a material provision of this Agreement and does not cure
the breach within 30 days after written notice from the other party, the
non-breaching party shall have the right to: (i) suspend performance or
payment until the breach is cured; (ii) terminate this Agreement; or
(iii) seek a combination of (i) and (ii) and all such other remedies as are
available at law or equity except as limited by the terms of this Agreement.
If
the breach involves a breach of Section 5 or Section 7, the cure
period shall be ten days.
(c) Should
either party: (i) become insolvent; (ii) make an assignment for the
benefit of creditors; (iii) file or have filed against it a petition in
bankruptcy or seeking reorganization; (iv) have a receiver appointed; or
(v) institute any proceedings for liquidation or winding up; the other
party may, in addition to other rights and remedies it may have, terminate
this
Agreement immediately by written notice.
(d) Upon
termination of this Agreement, the rights and obligations of the parties shall
cease except as expressly set forth in this Agreement. Upon termination,
Customer shall return to Mentor Graphics or destroy the Intellectual Property,
including all copies and documentation, and shall provide written notice to
Mentor Graphics of such return or destruction to within 30 days after
termination. Such written notice shall include a list of all Intellectual
Property returned or destroyed and shall be signed by an authorized
representative of Customer.
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5. Intellectual
Property Trade Secret and Confidentiality.
Intellectual Property constitutes or contains trade secrets and confidential
information of Mentor Graphics or its licensors. It is a condition of this
Agreement that Customer protects the confidentiality of all Intellectual
Property received from Mentor Graphics under this Agreement. Except as
specifically provided in Section 9, Customer shall not make Intellectual
Property available in any form to any person or entity other than Customer's
employees or independent contractors (excluding independent contractors that
are
Mentor Graphics' competitors) who are under a written obligation of
confidentiality and who work with the Intellectual Property for Customer's
benefit. Customer shall take appropriate action to protect the confidentiality
of Intellectual Property and insure that any person permitted access to
Intellectual Property does not disclose Intellectual Property or use
Intellectual Property except as permitted by this Agreement. To the extent
Intellectual Property is provided in executable or object code form, Customer
shall not reverse assemble, reverse compile, or otherwise reverse engineer
Intellectual Property, in whole or in part. Customer represents that (a) it
maintains a reasonable security and intellectual property protection system
consistent with industry standards to protect its own confidential business
information, and (b) Intellectual Property will be protected by such system
to the same extent. The obligations of this Section 5 shall survive
termination of this Agreement.
6. Conditions
to Obligations of Mentor Graphics.
All
obligations of Mentor Graphics under this Agreement are subject to the following
conditions:
(a) Customer
acknowledges that Mentor Graphics is licensing Intellectual Property to Customer
for the purpose of reducing the design and implementation time that would
otherwise have been required by Customer in making Customer's Products. Customer
agrees that Mentor Graphics has no control over the specific applications and
use Customer will make of Intellectual Property which Mentor Graphics licenses
to Customer.
(b) Customer
understands that third parties may hold patents in certain technology and that
such patents may relate to Customer's Products. Customer (i) acknowledges
that it is Customer's obligation to exercise its normal due diligence to
determine if there are any such third party patent holders and
(ii) represents that it will exercise its normal due diligence to obtain
licenses from such third party patent holders as necessary.
7. License
Grant.
(a) Mentor
Graphics grants to Customer certain worldwide, perpetual, personal,
nonexclusive, nontransferable licenses to use Intellectual Property. The
licenses granted to Customer include: (i) a license to design and simulate
Customer's Products using Intellectual Property; (ii) a license to copy and
distribute Intellectual Property to End-Users pursuant to Section 9 of this
Agreement; (iii) a license to make and distribute the Intellectual Property
as part of Customer's Products world-wide; (iv) a license to have
Customer's Products manufactured and/or tested worldwide for Customer by a
foundry, provided such manufacture is pursuant to designs furnished by Customer,
that such integrated circuits are only for sale by Customer and further provided
that the foundry is subject to a written agreement with Customer which requires
the foundry to protect the confidentiality of the Intellectual Property
including but not limited to an obligation to only disclose Intellectual
Property to those employees of the foundry with a need to know; and (v) a
license to reproduce Mentor Graphics' documentation in Customer Product
documentation, provided (1) Customer will reproduce only those portions of
Mentor Graphics' documentation that are reasonably necessary for the End-User
to
use the Customer Product in accordance with its specifications,
(2) Customer will include a notice in the Customer Product documentation
stating at minimum that it "contains trade secret and confidential information
of Mentor Graphics Corporation or its licensors; your access and use thereof
is
subject to the obligation of confidentiality stated herein", (3) Customer
will reproduce any applicable copyright notices and proprietary legends of
Mentor Graphics and its licensors in the Customer Product documentation, and
(4) Customer will impose on the End-User confidentiality obligations at
least as restrictive as those contained in this Agreement, and those obligations
will apply to the reproduced Mentor Graphics documentation.
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(b) Unless
otherwise specified in a payment schedule, Customer's license to the
Intellectual Property shall be a license under the Pay-Per-Use license model.
Under this license model, Customer receives a world-wide, fully-paid,
non-transferable, royalty-free license to use the Intellectual Property for
a
"single-use for one design" per the licensing terms set forth in
Section 7(a) above. A "single-use" means when the Intellectual Property is
used in a single chip design that tapes out (Physical Merge). For the purposes
of determining what does or does not constitute a new design the following
criteria shall apply: (1) The following is considered a new design: [†];
(2) The following is not considered a new design: [†]
(c) Mentor
Graphics will deliver the applicable Intellectual Property to Customer after
Mentor Graphics' receipt from Customer of an executed copy of this Agreement
and
a purchase order that meets the requirements of this Agreement and references
this Agreement by number. Mentor Graphics may include on the media with the
Intellectual Property additional data or software not currently licensed to
Customer and to which Customer will not have access. Inclusion of such
additional data or software in no way implies a license from Mentor Graphics
and
Customer may not decode or use such data or software unless Customer
subsequently acquires a license to access and use such data or software from
Mentor Graphics.
(d) Mentor
Graphics and its licensors retain all title to and ownership of the Intellectual
Property, including all copies, whether made by Mentor Graphics or Customer
and
regardless of the form or media in or on which the original and copies may
exist. Mentor Graphics and its licensors retain all title to and ownership
of
modifications and updates of Intellectual Property made by Mentor Graphics
and
its licensors and provided to Customer. Mentor Graphics also retains all title
to and ownership of modifications to Intellectual Property made by Customer
and
revealed to Mentor Graphics by Customer. Customer retains all ownership rights
in any modifications to Intellectual Property made by Customer and not revealed
to Mentor Graphics.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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(e) If
Customer or any End-User uses the Intellectual Property in any manner except
as
authorized by this Agreement, Mentor Graphics will necessarily incur damages
which will be difficult to accurately estimate. In the event of such misuse,
Mentor Graphics shall be entitled to receive from Customer liquidated damages
in
a sum equal [†].
The
parties agree that such amount is reasonable in light of the anticipated harm
that would be caused by such a breach and that such amount is not a penalty.
Nothing in this section shall be construed as precluding Mentor Graphics from
pursuing, in addition to or in lieu of such liquidated damages, any other
remedies available at law or in equity for any breach of
Section 5.
(f) Unless
otherwise authorized in a written amendment to this Agreement, the licenses
granted to Customer under this Agreement do not authorize Customer to sublicense
Intellectual Property to any third party for further distribution of
Intellectual Property by such third party.
(g) Any
license granted under this Agreement may be enforced by Mentor Graphics
licensors.
8. Infringement
Indemnification.
(a) Mentor
Graphics represents and warrants that Intellectual Property does not infringe
any United States, European Union or Japanese copyrights or misappropriate
any
trade secret of any third party. Mentor Graphics further represents and warrants
that Intellectual Property is the original work of Mentor Graphics and its
licensors and was developed without access to or knowledge of any third party
confidential materials.
(b) If
notified promptly of any claim or action brought against Customer for copyright
infringement or trade secret misappropriation, Mentor Graphics will defend
or
cause to be defended such action at its expense and will pay any costs or
damages awarded against Customer in such action, provided that Mentor Graphics
has control of the defense and all negotiations for settlement and Customer
provides Mentor Graphics with all reasonable information and assistance to
settle or defend the claim.
(c) If
a final injunction is obtained against Customer's use of any Intellectual
Property by reason of copyright infringement or trade secret misappropriation,
Mentor Graphics will, at its option and its expense, either (i) procure for
Customer the right to continue using such Intellectual Property or the
infringing portions of Intellectual Property, or (ii) replace or modify
Intellectual Property or the infringing portions of Intellectual Property,
so
that they become non-infringing. If in Mentor Graphics' opinion either of the
above is not commercially feasible, Mentor Graphics will accept the return
of
the infringing Intellectual Property and refund an amount equal to the licensee
fee paid by Customer for the infringing Intellectual Property.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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(d) Mentor
Graphics will have no liability for any claim of copyright infringement arising
from (i) the combination of Intellectual Property with Customer or third
party materials, unless it is determined by a court of competent jurisdiction
that the Intellectual Property is the infringing element of such claim; or
(ii) the modification or translation of Intellectual Property or any
portion of the Intellectual Property unless the modification or translation
was
made or approved in writing by an authorized representative of Mentor
Graphics.
(e) MENTOR
GRAPHICS MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY THAT THE INTELLECTUAL
PROPERTY IS FREE FROM ANY CLAIM OF INFRINGEMENT OF ANY THIRD PARTY'S PATENT
RIGHTS. Subject to this disclaimer, if any party makes a claim of direct
infringement of a patent by Intellectual Property, Mentor Graphics will, at
its
option and expense, either (i) procure for Customer the right to continue
using such Intellectual Property or the allegedly infringing portions of
Intellectual Property, or (ii) replace or modify Intellectual Property or
the allegedly infringing portions of Intellectual Property, so that it becomes
non-infringing. If in Mentor Graphics' opinion either of the above is not
commercially feasible, Mentor Graphics will accept return of the allegedly
infringing Intellectual Property and refund an amount equal to the license
fee
paid to Mentor Graphics by the Customer for the allegedly infringing
Intellectual Property.
9. Distribution
of Intellectual Property to End-Users.
If
Customer distributes Intellectual Property to End-Users, such distribution
shall
be subject to the following terms and conditions:
(a) The
End-User's use of any Intellectual Property shall be restricted to employees
with a need to know for the sole purpose of designing an integrated circuit
or
part of an integrated circuit to be manufactured for and sold to End-User by
Customer.
(b) The
End-User's use of the Intellectual Property shall in all cases be pursuant
to a
written agreement between Customer and the End-User (i) limiting End-User's
use of the Intellectual Property as set forth in Section 9(a);
(ii) prohibiting any sublicensing, assignment or other transfer of the
Intellectual Property; (iii) requiring that End-User reproduce, in any
permitted copy of the Intellectual Property, Mentor Graphics' copyright notice
and any other proprietary legends of Mentor Graphics and its licensors; and
(iv) containing a confidentiality provision at least as restrictive as that
contained in this Agreement and a provision granting Customer's licensors the
right to obtain any available judicial remedy, in their own name and on their
own behalf, for any breach by the End-User of its obligations to protect the
confidentiality of the Intellectual Property or any breach by the End-User
of
the prohibition on End-User's sublicensing, assignment or other transfer of
the
Intellectual Property.
(c) The
End-User shall sign an agreement with Customer before any Intellectual Property
is furnished to End-User by Customer and the End-User's access to the
Intellectual Property shall be only in accordance with such
agreement.
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(d) [†]
encryption software to encrypt Intellectual Property before providing it to
End-Users.
10. Modifications
and Copying.
Customer may modify or translate Intellectual Property for its internal use.
Customer may distribute such modifications and translations to End-Users in
accordance with the terms of Section 9 of this Agreement. Customer may copy
Intellectual Property only to the extent necessary for archival and backup
purposes, for internal use and for furnishing to semiconductor manufacturers
(including Customer) and End-Users in accordance with this Agreement. Customer's
right to copy and use Intellectual Property, in any form or media except
semiconductor devices, is at all times and in each instance conditioned upon
Customer reproducing on each copy all copyright notices and proprietary legends
of Mentor Graphics and its licensors.
11. Support
Program.
(a) Customer
shall be required to purchase support for [†]
in
conjunction with the licensing of a Soft Core. Mentor Graphics shall provide
such initial support for a period of [†]
from the
date of shipment. Mentor Graphics shall invoice Customer for Soft Core(s) and
the applicable support fees upon shipment of any Soft Core.
(b) Mentor
Graphics may change, correct and add to the Soft Cores from time to time at
its
discretion. Changes, corrections and additions shall be sent to Customer
pursuant to the schedule and method selected by Mentor Graphics provided
Customer has a paid-up Support Program in place at the time the changes,
corrections or additions are released.
(c) A
Mentor Graphics representative shall be available by telephone during Mentor
Graphics' normal business hours at Mentor Graphics' designated support center
to
assist Customer in using Intellectual Property. Customer may contact [†] to
discuss End-Users' use of the [†] , but End-Users may not contact [†] without
Mentor Graphics' prior written consent. If a problem cannot be resolved over
the
telephone, Customer shall provide Mentor Graphics with written documentation
of
the problem. Mentor Graphics shall evaluate the problem and use reasonable
efforts to provide a temporary work-around solution within [†] of receipt of
complete documentation. Mentor Graphics shall endeavor to provide a bug fix
or
other solution to correct the problem within [†]. In addition to the above
support, Mentor Graphics may offer from time to time enhancements to the Support
Program that may include among other things extended support hours and
additional support services. These services, is available, and the additional
fees for such services will be described in quotations provided to Customer
by
Mentor Graphics.
(d) The
Support Program excludes, without limitation, repair or service resulting from
(i) neglect, misuse or damage to the media containing the Intellectual
Property; (ii) alterations or modifications to the Intellectual Property
not authorized by and revealed to Mentor Graphics; (iii) the failure of
Customer to provide and to maintain suitable installation environment and
facilities; (iv) the use of the Intellectual Property for purposes other
than as expressly permitted by this Agreement; or (v) distribution of the
Intellectual Property or sales of Customer's Products to End-Users, except
in
compliance with this Agreement. Mentor Graphics shall support only the current
release and one prior release of the Intellectual except that Mentor Graphics
shall support Intellectual property for not less than [†]
from the
date of delivery of Customer regardless of release.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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12. Audit
Rights.
Mentor
Graphics shall have the right, with reasonable prior notice [†], to audit during
Customer's normal business hours all records and accounts as may contain
information bearing upon Customer's compliance with the terms of this Agreement.
Mentor Graphics shall keep in confidence all information gained as a result of
any audit. Mentor Graphics shall only use or disclose such information as
necessary to enforce its rights under this Agreement.
13. Intellectual
Property Loans.
Mentor
Graphics may from time to time, at its sole discretion, lend Intellectual
Property to Customer [†] In no event shall Mentor Graphics be obligated to lend
any Intellectual Property to Customer. All loans will be subject to the
following terms:
(a) For
each loan Mentor Graphics will identify in writing to Customer the Intellectual
Property loaned, the authorized use, and the term of the loan. The writing
may
be in the form of an electronic communication.
(b) Mentor
Graphics will grant Customer a nonexclusive, nontransferable, temporary license
to use the loaned Intellectual Property as authorized for the term of the loan.
The temporary license shall be subject to the terms of Section 5 of this
Agreement.
(c) Customer
shall return to Mentor Graphics or delete and destroy loaned Intellectual
Property on or before the expiration of the loan and provide written notice
of
such deletion or destruction to Mentor Graphics within ten days after expiration
of the loan.
(d) REGARDLESS
OF ANY OTHER PROVISION OF THIS AGREEMENT, CUSTOMER AGREES THAT LOANED
INTELLECTUAL PROPERTY IS PROVIDED "AS IS" AND MENTOR GRAPHICS MAKES NO
WARRANTIES WITH RESPECT TO LOANED INTELLECTUAL PROPERTY, EITHER EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
14. Nondisclosure.
In
addition to Mentor Graphics' rights under Section 5, the parties shall sign
a mutually agreeable confidentiality agreement if any additional confidential
information will be disclosed by either party pursuant to this Agreement.
Neither party will disclose the content of this Agreement to any third party.
Mentor Graphics may, however, publicly announce that Customer is a customer
of
Mentor Graphics and include in such announcement(s) information about the
products and services that Customer acquires from Mentor Graphics.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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15. WARRANTY.
MENTOR
GRAPHICS WARRANTS THAT FOR A PERIOD OF [†]
FROM
CUSTOMER'S RECEIPT, THE INTELLECTUAL PROPERTY WILL SUBSTANTIALLY CONFORM TO
MENTOR GRAPHICS' SPECIFICATIONS. MENTOR GRAPHICS' SOLE LIABILITY AND CUSTOMER'S
EXCLUSIVE REMEDY WITH RESPECT TO BREACH OF THE FOREGOING LIMITED WARRANTY WILL
BE LIMITED TO ERROR CORRECTION OR REPLACEMENT, OR IF NEITHER IS IN MENTOR
GRAPHICS' OPINION COMMERCIALLY FEASIBLE, TERMINATION OF THE LICENSE AND REFUND
OF THE LICENSE FEE RECEIVED BY MENTOR GRAPHICS FROM CUSTOMER FOR THE
INTELLECTUAL PROPERTY IN QUESTION. EXCEPT AS SPECIFICALLY SET FORTH ABOVE,
INTELLECTUAL PROPERTY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH
RESPECT TO TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MENTOR
GRAPHICS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY INTELLECTUAL
PROPERTY WILL MEET CUSTOMER'S REQUIREMENTS OR THAT INTELLECTUAL PROPERTY WILL
BE
ERROR-FREE.
16. DAMAGE
LIMITATION.
EXCEPT
FOR CLAIMS UNDER SECTION 8 ABOVE, MENTOR GRAPHICS SHALL NOT BE LIABLE FOR ANY
CLAIMS AGAINST CUSTOMER BY ANY OTHER PARTY. EXCEPT FOR A MATERIAL BREACH BY
CUSTOMER OF ITS DUTIES UNDER SECTIONS 5 OR 7, NEITHER PARTY SHALL BE LIABLE
FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. MENTOR GRAPHICS
TOTAL LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY
CUSTOMER UNDER THE AGREEMENT.
17. Life
Endangering Applications.
Intellectual Property is not designed, made, or intended for use in any
application where failure or inaccuracy might cause death or personal injury.
Customer agrees that neither Mentor Graphics nor its suppliers or licensors
shall be liable, in whole or in part, for any claims or damages arising out
of
or in connection with the use and performance of Intellectual Property in such
applications. If Customer uses Intellectual Property for such applications,
Customer will indemnify and hold harmless Mentor Graphics, its suppliers and
its
licensors from any claims, loss, cost, damage, expense, or liability, including
attorneys' fees, arising out of or in connection with such use.
18. Subsidiaries.
For
purpose of this Section 18, a "Subsidiary" shall mean any corporation more
than [†]
owned by
Customer. Any Subsidiary may place purchase orders under this Agreement,
provided that the Subsidiary agrees in writing to be bound by the terms and
conditions of this Agreement. Upon written request from Mentor Graphics,
Customer will verify Customer's agreement that a Subsidiary is eligible to
place
purchase orders under this Agreement. A foreign Subsidiary shall place purchase
orders with the Mentor Graphics affiliate responsible for that Subsidiary.
At
its option, the Mentor Graphics affiliate may refer a foreign Subsidiary to
an
independent distributor of Mentor Graphics. This Agreement shall not apply
to
transactions with Mentor Graphics' distributors.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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19. General.
(a) Severability.
If any
provision of this Agreement is held to be ineffective, unenforceable or illegal
for any reason, such decision shall not affect the validity or enforceability
of
any or all of the remaining portions of this Agreement.
(b) Nonassignment.
Mentor
Graphics may delegate, subcontract or assign any of its rights and duties under
this Agreement to third parties. [†],
this
Agreement may not be transferred or assigned by the Customer, by operation
of
law or otherwise without the prior written consent of an authorized
representative of Mentor Graphics. A Multiple-Use or Buyout license shall not
be
transferable by Customer under any circumstances.
(c) Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State of
Oregon, USA, if Customer is located in North or South America, and the laws
of
Ireland if Customer is located outside of North and South America.
(d) Waiver.
No
failure or delay by either party to exercise any right or privilege under this
Agreement shall operate as a waiver of such right or privilege, nor shall any
single or partial exercise of any such right or privilege preclude any other
or
further exercise of that or any other right or privilege.
(e) Notice.
All
notices required or authorized under this Agreement must be in writing and
shall
refer to this Agreement by number. Notices shall be effective upon delivery
if
delivered in person, upon receipt of transaction confirmation if sent by
facsimile, or on the fifth business day after deposit in the United States
mail
with postage prepaid, properly addressed or delivered to the other party as
follows or at such other address that either party provides by advance written
notice to the other party.
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
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If
to Mentor Graphics:
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If
to Customer:
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Attn:
General Counsel
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Attn:
Operations manager
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Mentor
Graphics Corporation
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Wintegra
Ltd
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6
Hamasger Street
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Wilsonville,
Oregon 97070-7777 USA
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Ra'anana
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Phone:
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(f) Export
Controls.
Customer understands that Mentor Graphics is subject to regulation by European
and United States government agencies, which prohibit export or diversion of
Intellectual Property, information about Intellectual Property, and direct
products of Intellectual Property to certain countries and certain persons.
Customer warrants that it will not export in any manner, either directly or
indirectly, any Intellectual Property or direct product of Intellectual
Property, without first obtaining all necessary approval from appropriate United
States and/or local government agencies. Customer acknowledges that the
regulation of product export is in continuous modification by local governments
and/or the United States Congress and administrative agencies. Customer agrees
to complete all documents and to meet all requirements arising out of such
modifications.
(g) Other
Licenses.
Nothing
contained in this Agreement shall be construed as conferring by implication,
estoppel or otherwise upon either party any license or other right except the
licenses and rights expressly granted under this Agreement.
(h) Reference.
Customer agrees to serve as a reference account for Mentor Graphics with regard
to the products and services Customer acquires from Mentor Graphics under this
Agreement.
(i) Entire
Agreement.
This
Agreement contains the entire agreement and understanding of the parties with
respect to this subject matter and supersedes all prior or contemporaneous
agreements between the parties relating to the subject matter, written or oral.
This
Agreement may not be changed except by a written document signed by an officer
or authorized Legal Department representative of Mentor Graphics and an
authorized representative of Customer.
(j) Construction
of Agreement.
Customer acknowledges that it was given the opportunity to have this Agreement
reviewed by legal counsel. Customer and Mentor Graphics agree that the rule
of
contract construction that interprets ambiguities against the drafter is
inapplicable to this Agreement. The section headings of this Agreement are
provided for reference only and shall not be used as a guide to
interpretation.
(k) Status
as Independent Contractors.
The
parties are independent contractors. Neither has the authority to bind the
other
to any third person or act in any way as the representative of the other, unless
otherwise expressly agreed to in writing by authorized representatives of both
parties. This Agreement in no way prohibits Mentor Graphics from providing
Intellectual Property to other parties.
Page
11
of 12
(l) Delay.
Neither
party shall be responsible for failure or delay where the failure or delay
results from causes beyond its reasonable control.
(m) Survival.
The
provisions of Sections 1, 2, 5, 6, 7, 8, 10, 12, 16, 17, 18 and 19 shall
survive termination of this Agreement.
ACCEPTED
AND AGREED
by the
following authorized representatives of the parties:
|
CUSTOMER:
Wintegra
Ltd
|
MENTOR
GRAPHICS
|
|
Address:
▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
Address:
MENTOR
GRAPHICS (IRELAND)
|
|
Address:
Ra'anana
▇▇▇▇▇ ▇▇▇▇▇▇
|
Address:
LIMITED
|
|
Signature:
/s/
▇▇▇▇ ▇▇▇-▇▇▇
|
Signature:
/s/
▇▇▇▇ ▇’▇▇▇▇
|
|
Typed
Name: ▇▇▇▇
▇▇▇-▇▇▇
|
Typed
Name: ▇▇▇▇
▇'▇▇▇▇
|
|
Title:
CEO
|
Title:
General
Manager
|
|
Date:
2
December 2004
|
Date:
2
December 2004
|
Page
12
of 12
Invoice
|
Invoice
Number: 67052124
|
||
|
Mentor
Graphics (Ireland) Ltd.
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
|
||
|
▇▇▇▇▇▇▇
Tel.
▇▇▇▇ (▇)▇▇ ▇▇▇▇▇▇
Fax
▇▇▇▇ (▇)▇▇ ▇▇▇▇▇▇
|
Document
Date
21.12.2004
Purchase
Order Number
PO1402
Sales
Order Number
5296008
|
Sales
Agent
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Purchase
Order Date
15.12.2004
|
|
▇▇▇▇
To Customer: 208788
Wintegra
Communications
Semiconductor
Solutions
▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇'▇▇▇▇▇
▇▇▇▇▇▇
|
||
Ship
To: 92997
Wintegra
Communications
Semiconductor
Solutions
6
Hamasger st.
43653
Raanana
|
Terms
of payment:
|
Net
due 30 days
|
|
Terms
of delivery:
|
CIP
destination
|
|
Currency:
|
USD
|
|
Please
submit war payments in USD
|
|
|
Bank:
|
Bank
of America Dublin
|
|
Account
of:
|
Mentor
Graphics (Ireland) Ltd.
|
|
Account
No:
|
[†]
|
|
Swift
Address:
|
▇▇▇▇▇▇▇▇
|
|
IBAN
No:
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
|
|
Item
|
Material
|
Description
|
||||||||||||||||
|
Quantity
|
Taxable
|
Unit
Price
|
Price
|
|||||||||||||||
|
0010
|
210652
|
PE-MCXMAC
Re-Use (Inventra)
|
||||||||||||||||
|
1
EA
|
N
|
[†]
|
[†]
|
|||||||||||||||
________________________
[†]
Information redacted pursuant to a confidential treatment request by Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
These
commodities, technology or software are subject to the United States
Export
Administration Regulations. Diversion contrary to U.S. law is
prohibited.
Directors:
▇▇▇▇ ▇▇▇▇▇ (US). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇'▇▇▇▇.
Registered
in Ireland No. 286310, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇.
Page
1 of
2
|
Document
no.: 67052124
|
||
|
Mentor
Graphics (Ireland) Ltd.
East
▇▇▇▇ ▇▇▇▇▇▇▇ Free Zone
Shannon
County Clare
|
||
|
Date
21.12.2004
|
||
|
▇▇▇▇
To Customer: 208788
Wintegra
Communications
43653
RA'ANANA
|
||
|
Item
|
Material
|
Description
|
||||
|
Quantity
|
Taxable
|
Unit
Price
|
Price
|
|||
|
With
the following configuration:
Inventra
License Model
License
Type
Platform
|
Re-Use
Fee
Node
Locked
Sun
Solaris 2
|
|||||
|
Customer
Re-use of existing core, purchased under PO#1/0113, dated
22.12.2002.
|
||||||
|
Contract
period: 21.12.2004 to 21.12.2004
|
||||||
|
Country
of manufacture is Ireland
|
||||||
|
0020
|
210664
|
PE-RMII
Re-Use (Inventra)
|
||||
|
1
EA
|
N
|
[†]
|
[†]
|
|||
|
With
the following configuration:
Inventra
License Model
License
Type
Platform
Contract
period: 21.12.2004 to 21.12.2004
|
Re-Use
Fee
Node
Locked
Sun
Solaris 2
|
|||||
|
Country
of manufacture is Ireland
|
||||||
|
0030
|
210661
|
PE-TBI
Re-Use (Inventra)
|
||||
|
1
EA
|
N
|
[†]
|
[†]
|
|||
|
With
the following configuration:
Inventra
License Model
License
Type
Platform
|
Re-Use
Fee
Node
Locked
Sun
Solaris 2
|
|||||
|
Customer
Re-use of existing core, purchased under PO#1/0113, dated
22.12.2002.
Contract
period: 21.12.2004 to 21.12.2004
|
||||||
|
Country
of manufacture is Ireland
|
||||||
|
Items
total
|
[ †]
|
|||||
|
VAT
0,00%
|
0,00
|
|||||
|
Total
amount USD
|
[ †]
|
|||||
[†]
Information redacted pursuant to a confidential treatment request by
Wintegra,
Inc. under 17 CFR §§ 200.80(b)(4) and 230.406 and submitted separately with the
Securities and Exchange Commission.
********************************************************************************
Questions
re: shipment/licensing? Contact ▇▇▇ ▇▇▇ ▇▇▇▇-▇-▇▇▇▇▇▇▇ or email
▇▇▇_▇▇▇@▇▇▇▇▇▇.▇▇▇
********************************************************************************
These
commodities, technology or software are subject to the United States
Export
Administration Regulations. Diversion contrary to U.S. law is
prohibited.
Directors:
▇▇▇▇ ▇▇▇▇▇ (US). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇'▇▇▇▇.
Registered
in Ireland No. 286310, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇.
Page
2 of
2