The Cypress Software License Agreement

This license applies solely to the HIL drivers for hardware devices incorporating Cypress technology.

CYPRESS SOFTWARE LICENSE AGREEMENT

This document is a legal agreement (the "Agreement") between you ("Licensee") and Cypress Semiconductor Corporation ("Cypress"). Cypress design and development tools include software (the "Technical Package") that may be distributed on CD-ROM, through the internet, as e-mail attachments, or through other means of delivery. Please read this Agreement carefully before opening software packet(s) or downloading, installing, or using the Technical Package. By opening the software packet(s) or downloading, installing, or using the Technical Package, you agree to be bound by the terms of this Agreement and any applicable open source license agreement. If you do not agree to these terms and the applicable open source terms, promptly return all software items (disks, written materials and packaging) to Cypress or the place of purchase and destroy all electronic copies. This Agreement covers your rights and responsibilities with regard to the contents of the Technical Package, which may include one or more of the following: Cypress firmware ("Firmware"), Cypress operating system drivers ("Drivers"), and Cypress application software ("Application Software"). The Firmware, Drivers, and/or the Application Software may be provided in object code and/or source code form.

1. LICENSE GRANTS AND RESTRICTIONS

1.1 Source Code. This section applies to all software, whether Firmware, Drivers, and/or Application Software, supplied by Cypress in source code form ("Source Code"). Subject to the terms and conditions set forth herein, Cypress hereby grants to Licensee a limited, personal, non-exclusive, non-transferable license solely for Licensee's internal use to use, modify and create derivative works of the Source Code, and to compile the Source Code and derivative works thereof into object code for the sole purpose of creating custom software solely for use in a Licensee product that incorporates a Cypress integrated circuit (a "Licensee Product"). Cypress shall remain the sole owner of all right, title, and interest in and to the Source Code and all object code compiled from the Source Code, and all intellectual property rights associated therewith (including, without limitation, patent, trademark, copyright, trade secret, and any other proprietary rights). Subject to Cypress' ownership of the underlying Source Code and object code, Licensee shall own any derivative works of the Source Code. Licensee shall reproduce and include Cypress copyright and any other proprietary legends in and on every copy in any form of the (i) Source Code, (ii) object code compiled from the Source Code, and (iii) derivative works of any of the foregoing.

1.2 Object Code. This section applies to all software, whether Firmware, Drivers, and/or Application Software, supplied by Cypress in object code or executable form ("Object Code"). Subject to the terms and conditions set forth herein, Cypress hereby grants to Licensee a limited, personal, non-exclusive, non-transferable license to use the Object Code for the sole purpose of supporting a Licensee Product. Licensee does not have the right to modify or create derivative works of the Object Code. Cypress shall remain the sole owner of all right, title, and interest in and to the Object Code and all intellectual property rights associated therewith (including, without limitation, patent, trademark, copyright, trade secret, and any other proprietary rights). Licensee shall not, and shall not permit any third party to decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the software, whether Firmware, Drivers, and/or Application Software supplied by Cypress in object code form only.

1.3 License to Distribute Licensed Software in Object Code Form. Subject to the terms and conditions set forth herein, Cypress hereby grants to Licensee a worldwide, non-exclusive, non-transferable, royalty-free license to reproduce, sublicense and distribute the Firmware, Drivers, and/or Application Software, and derivative works thereof, in object code form only, with the applicable Licensee Product.

1.4 Third Party Restrictions. Licensee shall use best efforts, but in no case less than commercially reasonable efforts, to keep the Source Code confidential, and not to disclose to any third party, directly or indirectly, the Source Code. Licensee shall not disclose or grant access to the Source Code and any third party manufacturer.

1.5 No Other Rights. Licensee acknowledges that the Firmware, Drivers, and Application Software are the property of Cypress. Cypress grants to Licensee no license to any patents, copyrights, trade secrets, trademarks, or any other intellectual property rights, by implication, estoppel or otherwise, in the Firmware, Drivers, and Application Software, other than as expressly set forth in this Agreement.

2. DISCLAIMER OF WARRANTY AND SUPPORT

LICENSEE UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE FIRMWARE, DRIVERS, AND APPLICATION SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR INDEMNITY OF ANY KIND. CYPRESS MAKES AND LICENSEE RECEIVES NO WARRANTIES IN CONNECTION WITH THE FIRMWARE, DRIVERS, AND APPLICATION SOFTWARE PROVIDED PURSUANT TO THIS AGREEMENT, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION BETWEEN CYPRESS AND LICENSEE. CYPRESS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE FIRMWARE, DRIVERS, AND APPLICATION SOFTWARE, AND THE USE, OPERATION OR SUPPORT THEREOF.

3. LIMITATION OF LIABILITY

CYPRESS' LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE LICENSE FEE PAID FOR THE TECHNICAL PACKAGE, IF ANY; OR (B) ONE HUNDRED DOLLARS (US$100). IN NO EVENT WILL CYPRESS BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING FROM THE USE OF THE TECHNICAL PACKAGE OR OTHERWISE ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS LIMITATION WILL APPLY EVEN IF CYPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES THAT THE LICENSE FEE, IF ANY, REFLECTS THIS ALLOCATION OF RISK. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4. TERM OF THE AGREEMENT

The license is effective until terminated. Either party may terminate this Agreement at any time upon written notice. Upon termination of this Agreement, all licenses granted herein shall terminate, and Licensee shall, within fifteen (15) days, discontinue all use of the Firmware, Drivers, and Application Software, and shall, at Cypress' option, either return to Cypress or destroy the original and all copies of the Firmware, Drivers, and Application Software. Licensee's rights under this Agreement will terminate automatically without notice from Cypress if Licensee fails to comply with any term(s) of this Agreement. The following sections shall survive any termination of this Agreement: 1.4, 1.5, 2, 3, 4, 5 and 6.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public data, information, or other materials of Cypress where such information is marked or otherwise communicated as being "proprietary" or "confidential" or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, the Source Code and Object Code shall be Confidential Information.

5.2 Disclosure and Use. Licensee shall use the Confidential Information only in performing under this Agreement and shall retain the Confidential Information in confidence and not disclose to any third party (except as authorized hereunder) without Cypress' prior written consent. Licensee shall disclose the Confidential Information only to its employees and contractors who have a need to know such information for the purposes of this Agreement, and such employees and contractors must be bound by this Agreement or have entered into agreements with Licensee containing confidentiality provisions covering the Confidential Information with terms and conditions at least as restrictive as those set forth herein. Without limiting the foregoing, Licensee shall keep the Source Code confidential, and shall not disclose to any third party, directly or indirectly (including, but not limited to, through Licensee's employees, representatives, agents and independent contractors), the Source Code, and shall not disclose, or grant access to, the Source Code to any third-party manufacturer. All Confidential Information shall remain the sole property of Cypress or its licensors.

5.3 Exceptions. Notwithstanding the foregoing, Licensee's confidentiality obligations hereunder shall not apply to information which: (a) is already rightfully known to Licensee prior to disclosure by Cypress; (b) becomes publicly available without fault of Licensee; or (c) is rightfully obtained by Licensee from a third party without restriction as to disclosure.

6. MISCELLANEOUS

6.1 Benchmarking. This Agreement does not convey to you the right to publish performance benchmarking results involving any Technical Package. Permission to publish performance benchmarking results involving any Technical Package must be received in writing from Cypress prior to publishing.

6.2 3rd Party Materials. Technical Package(s) provided under this Agreement may contain or be derived from portions of materials provided by a third party under license to Cypress, including open source software provided under an open source license agreement. Cypress has assumed responsibility for the selection of such materials to produce the Technical Package(s) licensed hereunder. THE THIRD PARTY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF SUCH MATERIALS IN CONNECTION WITH THE TECHNICAL PACKAGE(S), INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The third party may enforce any of the provisions of this Agreement to the extent such third party materials are affected. Additionally, any limitation of liabilities described in this Agreement also applies to any third-party supplier of materials supplied to Licensee. Cypress and its third-party supplier limitations of liabilities are not cumulative. Such third party supplier is an intended beneficiary of this Section.

6.3 Assignment. Licensee may not assign, transfer or delegate this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Cypress. Any such attempted assignment shall be void.

6.4 Notices. All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by certified or registered mail (return receipt), or telecopy confirmed in writing within five (5) business days, to the address set forth as follows, or such other address as is provided by notice as set forth herein:

Cypress Semiconductor Corporation

Attn: Legal Department

198 Champion Court

San Jose, California 95134

Notices shall be deemed effective upon receipt or, if delivery is not effected by reason of some fault of the addressee, when tendered.

6.5 Relationship of the Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

6.6 Governing Law; Forum Selection. This Agreement is governed by the laws of the State of California, as applied to contracts made and to be performed in California, without regard to conflict of law rules. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts within Santa Clara County, California, and the parties consent to the personal and exclusive jurisdiction of these courts.

6.7 Export Law Assurance. Licensee may not use or otherwise export or reexport the Technical Package, any technical data and information delivered under this Agreement except as authorized by United States law and the laws of the jurisdiction in which the Technical Package was obtained. In particular, but without limitation, the Technical Package may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, North Korea, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Technical Package, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

6.8 Government End Users. The Technical Package and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

6.9 High Risk Activities. THE TECHNICAL PACKAGE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE TECHNICAL PACKAGE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

6.10 Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete statement of the Agreement and supersedes any proposal or prior communication between the parties relating to the subject matter of this Agreement. If Licensee has any questions regarding this Agreement, Licensee may contact Cypress.

6.11 Waiver. The waiver of, or failure to enforce, any breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

6.12 Entire Agreement. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements, and representations between them, whether written or oral. This Agreement may be changed only by mutual agreement of the parties in writing.

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