CHIPS AND TECHNOLOGIES, INC. SOFTWARE LICENSE AGREEMENT This is a legal agreement (the "Agreement") between Chips and Technologies, Inc. ("Chips") and you, the licensee for the accompanying Chips software programs ("Licensee"). By opening the sealed software package(s) and/or by using the software, Licensee agrees to be bound by the terms and conditions of this Agreement. In consideration of the promises and covenants hereafter set forth, including, without limitation, those rights granted herein by Chips that exceed the rights otherwise permitted under applicable copyright laws, Licensee and Chips agree as follows: 1. DEFINITIONS 1.1 Software means the object code form of the software and any subsequent updates or error corrections provided to Licensee by Chips or compiled by Licensee from the Source Code. 1.2 Chips Hardware means computer hardware distributed or manufactured by Chips. 1.3 Source Code means the human readable version of the Software and any subsequent updates or error-corrections. 1.4 Licensee's Version means the modified version of the Software compiled by Licensee from the Source Code. 1.5 End User Documentation means the end user manuals and other end user documentation relating to the Software and provided by Chips. 1.6 Internal Documentation means documentation relating to the Source Code and provided by Chips. 1.7 Licensed Materials means, to the extent provided by Chips to Licensee, the Software Source Code, End User Documentation and Internal Documentation. 2. TERM OF AGREEMENT This Agreement is effective until terminated. This Agreement will terminate immediately, without notice from Chips, if Licensee fails to comply with any provisions of this Agreement. Upon termination, Licensee will promptly destroy all copies of the Licensed Materials. 3. SCOPE OF RIGHTS Chips hereby grants to Licensee a worldwide, nonexclusive, nontransferable license to (i) use, copy, reproduce and distribute the Software and the End User Documentation solely for use with Licensee's products that include Chips Hardware; and (ii) if Licensee receives the Source Code, use and modify the Source Code internally solely to develop Licensee's Version, use the Internal Documentation in connection with Licensee's permitted use of the Source Code, and use, reproduce and distribute Licensee's Version in object code form solely for use with Licensee's products that include Chips Hardware. This license does not include the right to sublicense any of these rights except the right to use the Software or the object code version of Licensee's Version solely with Licensee's products that include Chips Hardware. Licensee may not disassemble or decompile the Software. 4. ROYALTIES Certain Software is subject to the payment of royalties. The royalty fee is added to the purchase price of the related Chips Hardware, and is separately specified in Chips' Order Acknowledgment form. Licensee agrees to pay the applicable royalty fee, if any. 5. LIMITED WARRANTY Chips warrants, for a period of 90 days from the date of initial delivery of the Software or Source Code to licensee that, in its unaltered form, the Software, if implemented in strict conformance with the End User Documentation, will be compatible with Chips Hardware. Chips does not warrant that the Licensed Materials will meet Licensee's particular requirements or that the operation of the Software will be uninterrupted or error- free. If, within the 90-day period, the Software, in its unaltered form, is not, when implemented in strict conformance with the End User Documentation, compatible with the Chips Hardware, Licensee may immediately return the Licensed Materials to Chips and, as Licensee's exclusive remedy, Chips shall, at Chips' option, make commercially reasonable efforts to correct any material deviations or replace the Software or Source Code. SUCH REPAIR OR REPLACEMENT IS CHIPS' SOLE AND EXCLUSIVE OBLIGATION FOR ANY DAMAGE OR LOSS RELATED TO THE LICENSED MATERIALS UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CHIPS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. 6. OWNERSHIP; COPYRIGHT NOTICE The Licensed Materials are owned by Chips or its suppliers and are protected under United States and international copyright law. Each copy of the Licensed Materials and Licensee's Version must contain the proprietary notices in the same form in which they appear on or in the Licensed Materials provided by Chips to Licensee or as reasonably requested by Chips. Licensee must include a copyright notice in the following format in machine readable form in Licensee's products that include Chips Hardware in such manner that at system boot time or sign-on the following appears on the screen: Copyright (c) 19 (year of creation of the release being shipped) Chips and Technologies, Inc., All Rights Reserved 7. CONFIDENTIAL INFORMATION If Licensee receives the Source Code, Licensee must treat the Source Code and the Internal Documentation as Confidential Information under the non-disclosure agreement in effect between the parties (the "NDA"). 8. LIMITATION OF LIABILITY IN NO EVENT SHALL CHIPS' AGGREGATE LIABILITY UNDER ANY LEGAL THEORY RELATED TO THE LICENSED MATERIALS EXCEED THE GREATER OF (i) THE LICENSEE FEE PAID FOR THE SOFTWARE OR SOURCE CODE OR (ii) ONE THOUSAND DOLLARS ($1,000). IN NO EVENT SHALL CHIPS BE LIABLE FOR ANY LOST PROFITS, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF, DAMAGE TO OR INTERFERENCE WITH SYSTEMS, PROGRAMS OR DATA, EVEN IF CHIPS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. 9. EXPORT Licensee will not knowingly export or reexport (as defined in Section 779.1(b)-(c) of the U.S. Export Administration Regulations and any amendments thereto (the "Regulations")) any Licensed Materials or direct products thereof, including, without limitation, Licensee's Version, unless it is specifically authorized under the current Regulations. Licensee shall obtain any necessary government permit in connection with any import or export of any Licensed Materials to or from any country. 10. ASSIGNMENT Licensee may not assign, voluntarily, by operation of law or otherwise, any rights or delegate any duties under this Agreement without Chips' prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 11. CHOICE OF LAW This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. 12. ENTIRE AGREEMENT This Agreement and, if Licensee receives Source Code, the NDA and, if a royalty fee is applicable, the relevant Chips Order Acknowledgment form constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. Rev. 6/95