THIS AGREEMENT entered into between Advanced Micro Devices, Inc., corp
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PCnet-Mobile DRIVER OBJECT CODE LICENSE AGREEMENT
THIS AGREEMENT entered into between Advanced Micro Devices, Inc., corporation organized existing under laws State Delaware having place business Place, Sunnyvale, 94088 (AMD) organized existing under laws State having place business
(LICENSEE). WHEREAS third party licensors have developed cooperation with certain mobile radio sources certain electrical mechanical designs demonstrating wireless network adapter cards using PCnet-Mobile controller chip; WHEREAS developed Firmware Driver Software Object Code listed Exhibit with such adapter cards Utilities Programs listed Exhibit WHEREAS LICENSEE desires obtain license portions said Firmware, Driver Software Object Code Utilities Programs wishes grant such license; PARTIES agree follows: License Grants
Primary Licensing Rights. long LICENSEE complies with obligations under this Agreement, grants LICENSEE personal, non-exclusive, non-transferable perpetual right PCnet-Mobile Firmware, Driver Software Object Code Utilities Programs conjunction with PCnet-Mobile devices made sold personal, nonexclusive, non-transferable perpetual right copy, distribute, worldwide, directly indirectly, copies sale lease, otherwise transfer possession media containing copies Utilities Programs Exhibit Driver Software Object Code including Firmware listed Exhibit object code form only, conjunction with said wireless network adapter cards designs utilizing PCnet-Mobile devices manufactured sold AMD. Non-exclusive Sublicensing Rights. grants LICENSEE personal, nonexclusive, non-transferable right sublicense Customers distribute wireless adapter cards containing Firmware make copies distribute, worldwide, directly indirectly, copies sale lease otherwise transfer possession media containing copies said Utilities Programs Exhibit Driver Software Object Code including Firmware listed Exhibit only conjunction with cards designs using PCnet-Mobile devices manufactured sold AMD, provided that this sublicensing right contingent upon LICENSEE obtaining signed Sublicensing Agreement form EXHIBIT hereto from
each Sublicensee, LICENSEE immediately provides copy each executed Sublicense said fully executed agreement. rights granted reverse engineer, disassemble otherwise translate Firmware Driver Software Object Code machine language into symbolic language Licensee agrees perform these activities. Further, rights granted delete from copy Firmware Driver Software Object Code documentation thereof copyright notice/proprietary notices third party Licensors. otherwise. other rights granted under this section implication, estoppel
Limited Warranty. warrants that Firmware, Driver Software Utilities Programs listed Exhibit Exhibit respectively, will same form have same content used date shipment AMD. AMD's obligation under this warranty limited, option, replacing correcting Firmware Driver Software Utilities Programs listed Exhibit Exhibit respectively, that they will function accordance with internal quality guidelines. warrants that right grant rights herein. Except forth above, MAKES OTHER WARRANTIES, EXPRESS, IMPLIED STATUTORY, INCLUDING IMPLIED WARRANTY NON-INFRINGEMENT DOES WARRANT THAT ADAPTER CARD DESIGN DRIVER LISTED EXHIBIT UTILITIES PROGRAMS LISTED EXHIBIT WILL MERCHANTABLE PARTICULAR PURPOSE. EXTENT THAT LICENSEE ACQUIRES ADAPTER CARD AND/OR SEMICONDUCTOR INTEGRATED CIRCUIT(S) CONJUNCTION WITH UNDER THIS LICENSE, WARRANTY SUCH HARDWARE SHALL CONTROLLED TERMS CONDITIONS HARDWARE WARRANTY WHICH SHALL CONTROL RESPECT SUCH HARDWARE. Maintenance.
WILL PROVIDE ASSISTANCE LICENSEE DETECT CORRECT LICENSEE'S DIFFICULTIES DRIVER SOFTWARE LISTED EXHIBIT FIRMWARE. obligation hereunder provide updates driver software firmware. obligation under this Agreement maintain provide support upgrades Utilities Programs Exhibit obligation under this Agreement provide maintenance support under this provision Sublicensees LICENSEE. Term. term this Agreement shall continue indefinitely unless sooner terminated hereinafter provided. LICENSEE breaches this Agreement fails cure such breach within forty-five (45) days receipt written notice thereof, files Chapter
Bankruptcy, may, upon thirty (30) days written notice, terminate Agreement rights granted hereunder. Taxes. amount taxes kind, applicable this transaction possession Driver Software listed Exhibit covered hereby shall paid LICENSEE, including arising result Sublicensing activity LICENSEE. LICENSEE agrees provide Resale Certificate form EXHIBIT income withheld compliance with laws nation other than United States, then LICENSEE agrees provide evidence payment withheld tax. Such evidence should sent Director Advanced Micro Devices, Inc. Place P.O. 3453 Sunnyvale, 94088-3453 Governing Law. This Agreement shall governed construed accordance with, subject laws California applied contracts entered into California California residents performed entirely within State California. Indemnification. option, will defend settle action brought against LICENSEE extent action based claim that Utilities Program Exhibit Firmware Driver Software listed Exhibit portion thereof delivered LICENSEE pursuant this Agreement infringes copyright U.S. patent rights third party, will damages costs (including reasonable attorneys' fees) finally awarded against LICENSEE such action. may, option, either procure LICENSEE right license Utilities Programs listed Exhibit Firmware Driver Software listed Exhibit portion thereof that subject such infringement claim; replace modify Utilities Programs, Firmware Driver Software listed Exhibits delivered hereunder that becomes non-infringing, refund LICENSEE price actually paid LICENSEE license rights section herein above. AMD's obligations under this section expressly conditioned LICENSEE's promptly notifying existence threat claim action, granting sole control over defense settlement action, providing reasonable assistance, AMD's expense, connection with such action. Notwithstanding above, will have liability claims damages extent based adapter card design Driver Software created combination with products sold licensed part processes supplied AMD, claims damages extent based modifications Driver Software made LICENSEE. THIS SECTION STATES AMD'S ENTIRE LIABILITY LICENSEE'S SOLE REMEDY WITH RESPECT INFRINGEMENT PROPRIETARY RIGHTS THIRD PARTY WITH RESPECT UTILITIES PROGRAMS, FIRMWARE, DRIVER SOFTWARE AND/OR ADAPTER CARD DESIGN. OBLIGATIONS SUBLICENSEES LICENSEE UNDER THIS PROVISION.
LICENSEE Indemnification. LICENSEE will defend settle action brought against extent action based claim that derivative Utilities Programs Exhibit Firmware Driver Software listed Exhibit made LICENSEE infringes intellectual property rights third party, will damages costs (including reasonable attorneys' fees) finally awarded against such action. LICENSEE's obligations under this section expressly conditioned AMD's promptly notifying LICENSEE existence threat claim action, granting LICENSEE sole control over defense settlement action, providing LICENSEE reasonable assistance, LICENSEE's expense, connection with such action. Nothing herein construed implying license grant LICENSEE which provided section herein above. Damage Limitation. INDEPENDENTLY OTHER REMEDY LIMITATION HEREOF NOTWITHSTANDING ESSENTIAL PURPOSE SUCH LIMITED REMEDY, AGREED THAT EVENT SHALL EITHER PARTY LIABLE SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES KIND UNDER THIS AGREEMENT. 10.0 Consideration. THERE LICENSING FEE.
11.0 Intellectual Property Ownership. third party licensors shall retain title ownership proprietary rights with respect Utilities Programs Exhibit Driver Software listed Exhibit copies thereof. 12.0 Export Controls. Unless appropriate license, exemption, similar authorization been duly obtained AMD' satisfaction, LICENSEE shall not, shall LICENSEE authorize permit employees, distributors, dealers, and/or agents export re-export products, firmware, software, attachment, parts, supplies, technology (including information relating thereto) country specified prohibited destination applicable U.S. laws, regulations, ordinances, including Regulations U.S. State Department, U.S. Department Commerce and/or other government agencies, including without limitation restrictions Encryption Software. LICENSEE agrees indemnify, hold harmless from against claim, loss liability, expense, damage (including fines legal fees) incurred with respect LICENSEE export reexport activities contrary foregoing obligations. 13.0 Notices Requests. notices, authorizations, requests connection with this Agreement shall deemed given they received five business days after mailing they deposited U.S. mails, postage prepaid, certified registered, return receipt requested; (ii) sent overnight courier, charges prepaid, with confirming fax; addressed follows: Notices AMD: Advanced Micro Devices, Inc.
Place P.O. 3453 Sunnyvale, 94088 Attn: Director Technology Law/Intellectual Property Telephone: (408) 749-2065 Fax: (408) 774-7002 Notices Licensee:
such other address party receive notice request designates written notice other. 14.0 Entire Agreement. This Agreement Exhibits contain entire Agreement understanding between parties with respect subject matter hereof merges supersedes prior agreements, understandings representations. addition modification Agreement valid unless made writing signed both parties hereto. extent that this Agreement contains provision that contradicts provision Exhibits hereto, this Agreement shall control.
parties execute this Agreement causing their duly authorized representatives sign below. LICENSEE ADVANCED MICRO DEVICES, INC.
Name:
Name:
Title:
Title:
Date:
Date:
Exhibit
Driver Object Code PCnet-Mobile
PCnet-Mobile Driver Object Code Disk contains following: Disk Label Release Notes RELEASE.TXT Directory DOCS\ FAQ.DOC Directory BROWSER\ BWCC32.DLL ICLCNRW.DLL Directory WIN31X\ PCMBND.DOS Directory WIN95\ NETPCMB.INF Directory WINNT\ OEMSETUP.INF PCMBN3.DLL PCMBN3.SYS PCMBN3.SYS OEMSETUP.INF DMIAPI.DLL DMIWIN32.EXE MANUAL.ZIP
PCnet-Mobile Driver Object Code Disk contains following: Directory DMI\DOS_WIN\ PCMOB.OVL Directory DMI\WIN95\ WMI_SDK.DOC DESKMGMT.INF DMIAPI32.DLL DMREG.DLL MIFCONV.DOC README RING3TOD.DLL SWSIGN.EXE DESKMG16.DLL DISKMGMT.VXD DMIAPI32.LIB DMREG.LIB MIFCONV.EXE RELNOTE.TXT SDKLICNS.DOC CMTHUNKS.DLL DESKMGMT.DLL DMCONFIG.EXE DMIMGMT.REG DMREGED.EXE NETMGMT.VXD RING0TOD.VXD SDKLICNS.TXT PCMOB.MIF
Exhibit (Cont'd) Firmware Object Code PCnet-Mobile PCnet-Mobile Firmware Object Code: Disk Label Release Notes README.TXT Directory BUILD.ENV\ APS_FWI.MAK BCCDOS.CFG APS_FWP.MAK RELEASE.TXT
Directory BUILD.ENV\BUILD.DS\ISAPNP.BIN\ CIS_PNP.BIN DSISA.BIN DSISA.ZIP
Directory BUILD.ENV\BUILD.DS\ISAPNP.OBJ\ API_ASM.OBJ SYNTHSZR.OBJ DEF_MIB.OBJ RADIOAPI.OBJ
Directory BUILD.ENV\BUILD.DS\ISAPNP.SRC\ API_ASM.ASM RADIOAPI.HPP DEF_MIB.CPP SYNTHSZR.CPP RADIOAPI.CPP
Directory BUILD.ENV\BUILD.DS\PCMCIA.BIN\ DSPCMCIA.BIN DSPCMCIA.ZIP
Directory BUILD.ENV\BUILD.DS\PCMCIA.OBJ\ API_ASM.OBJ SYNTHSZR.OBJ DEF_MIB.OBJ RADIOAPI.OBJ
Directory BUILD.ENV\BUILD.DS\PCMCIA.SRC\ API_ASM.ASM RADIOAPI.HPP DEF_MIB.CPP SYNTHSZR.CPP RADIOAPI.CPP
Exhibit (Cont'd)
Optional Object Code PCnet-Mobile Object files documentation: rsainfo.pdf AHENCRYP.OBJ AICHENCR.OBJ AINULL.OBJ ALGOBJ.OBJ BINFOCSH BMEMPOOL KEYOBJ.OBJ RANDOM.OBJ BSAFE2.H AHCHENCR.OBJ AHRANDOM.OBJ AICHRAND.OBJ AIRC4.OBJ AMRC4.OBJ BKEY.OBJ DIGRAND.OBJ KIITEM.OBJ RC4.OBJ ATYPES.H AHCHRAND.OBJ AICHENCN.OBJ AINFOTYP.OBJ ALGCHOIC.OBJ BALG.OBJ BMEMPOO2 ENCRYPT.OBJ KINFOTYP GLOBAL.H
EXHIBIT RESALE CERTIFICATE STATE Name Purchaser:_ Address Purchaser:_ HEREBY CERTIFY: that hold valid seller's permit No._ issued pursuant sales Law; that engaged business selling: which contains media semiconductor memory containing software which shall purchase from: ADVANCED MICRO DEVICES, INC. will resold form personal property; provided, however that event such property used purpose other than retention, demonstration, display while holding sale regular course business, understood that required Sales report tax, measured purchase price such property other authorized amount. Description property purchased: Exhibit listed PCnet Family Object Code Agreement. Date:_ Signature Purchaser Authorized Agent Title: Owner, Officer, Purchasing Agent, etc. Area Code, Telephone Number Extension
EXHIBIT SUBLICENSE AGREEMENT This Agreement entered into between (state) corporation/company having place business (SUBLICENSEE) (state) corporation having place business (SUBLICENSOR). WHEREAS, SUBLICENSOR entered into earlier agreement with Advanced Micro Devices, Inc. (AMD) (PARENT AGREEMENT) under which granted SUBLICENSOR right sublicense certain DRIVER OBJECT CODE subject obtaining execution this SUBLICENSE AGREEMENT. parties agree follows: LICENSE GRANT. SUBLICENSOR grants SUBLICENSEE right make copies distribute worldwide, directly indirectly, copies sale lease media otherwise transfer possession media containing such copies object code Driver Software listed EXHIBIT only conjunction with cards designs using PCnet-Mobile devices manufactured sold AMD. obligations under this Agreement provide maintenance support SUBLICENSEES. REVERSE ENGINEERING SUBLICENSEE agrees Driver Object Code, copy hereof, reverse engineer obtain Source Code. LICENSEE INDEMNIFICATION. event SUBLICENSEE prepares distributes authorized DERIVATIVE Driver Object Code, SUBLICENSEE will defend settle patent copyright Infringement action against LICENSOR extent action based claim that DERIVATIVE, Driver Object Code would infringe such intellectual property rights being asserted third party. SUBLICENSOR WARRANTY SUBLICENSOR warrants that Driver Software listed EXHIBIT will same form have same content latest release Driver Software obtained from that SUBLICENSOR will
replace media damaged shipment SUBLICENSEE. SUBLICENSOR MAKES OTHER WARRANTIES, EXPRESS, IMPLIED STATUARY, DOES WARRANT THAT DRIVER LISTED EXHIBIT WILL MERCHANTABLE PARTICULAR PURPOSE. DAMAGE LIMITATION. INDEPENDENTLY OTHER REMEDY LIMITATION HEREOF NOTWITHSTANDING ESSENTIAL PURPOSE SUCH LIMITED REMEDY, AGREED THAT EVENT SHALL EITHER PARTY LIABLE SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES KIND UNDER THIS AGREEMENT. CONSIDERATION. SUBLICENSEE shall one-time U.S. Dollars upon execution this document. GOVERNING LAW. This Agreement shall governed construed accordance with, subject laws California applied contracts entered into California California residents performed entirely within State California. INTELLECTUAL PROPERTY OWNERSHIP. shall retain title ownership proprietary rights with respect Driver Software listed EXHIBIT copies thereof. NOTICE REQUESTS. notices, authorizations, requests connection with this Agreement shall deemed given they received five business days after mailing they deposited U.S. mails, postage prepaid, certified registered, return receipt requested; (ii) sent overnight courier, charges prepaid, with confirming fax; addressed follows: SUBLICENSOR: Notices SUBLICENSEE:
such other address party receive notice request designates written notice other. parties execute this Agreement causing their duty-authorized representatives sign below. SUBLICENSOR: Company: Name: Title: Date: SUBLICENSEE: Company: Name: Title: Date:
Exhibit
UTILITIES PROGRAMS PCnet-Mobile Utilities Programs Disk contains following: Disk Label Release Notes Disk Firmware Binary, Diagnostics Download Utilities readme.txt readme2.txt release.txt
Directory AMD/DOCS/ UTIL_EXE.PDF SUTROAPS.PDF ddapi1v0.pdf
Directory \AMD\UTILS ISA_PNP.TXT RMFLASH.EXE CARD_OFF.EXE MODCIS.EXE HEX2PNP.EXE SUTROAPS.EXE PC_CARD.CFG CARDINFO.EXE CIS_PNP.BIN READCARD.EXE MODNID.EXE LOADCARD.EXE CARD_ON.EXE BWCC.DLL TX_BLAST.ACT DOMAIN.EXE RCR_INC.EXE MODISA.EXE ISA_ON.EXE BANNER.EXE BC450RTL.DLL PCNet.exe
Exhibit (Cont'd)
PCnet-Mobile Utilities Programs Disk contains following: Disk Label Release Notes README.TXT Directory AMD\UTIL_SRC\ BANNER.IDE CARD_ON.IDE ISA_ON.IDE MODISA.IDE READCARD.IDE Directory AMD\UTIL_SRC\SOURCE\ CARD_OFF.CPP FLASH.CPP ISA_ON.CPP HEX2PNP.CPP BANNER.CPP MIB.CPP CONSOLE.CPP TUPLE.CPP ADAPTER.CPP MISC_O.CPP RCR_INC.CPP TIMEOUT.CPP Directory AMD\UTIL_SRC\INCLUDE\ FLASH.H COMMAND.H GET_BAN.H MIB.HPP CONSOLE.H TUPLE.H INTS.H SERVICE.H Directory amd\util_src\targets\ isa_pnp.txt FLASH_S.H ENABLE.H MIB.H TYPES.HPP LIST.H ADAPTER.H PLUG.H TIMEOUT.H ISA_ON.H LFSR.H MISC.H GENERAL.H MODCIS.H CIS.H PCMCIA.HPP CARD_ON.CPP FLASH_S.CPP COMMAND.CPP LFSR.CPP CARDINFO.CPP MISC.CPP LIST.CPP MODISA.CPP CIS.CPP PCMCIA.CPP READCARD.CPP DOMAIN.CPP RMFLASH.CPP ENABLE.CPP LOADCARD.CPP GET_BAN.CPP GENERAL.CPP MODCIS.CPP MODNID.CPP INTS.CPP PLUG.CPP SERVICE.CPP CARDINFO.IDE DOMAIN.IDE LOADCARD.IDE MODNID.IDE RMFLASH.IDE CARD_OFF.IDE HEX2PNP.IDE MODCIS.IDE RCR_INC.IDE RELEASE.TXT
Exhibit (Cont'd)
PCnet-Mobile Utilities Programs Disk contains following: readme.txt Directory AMD\UTILS\ PCNet.exe Directory AMD\DOCS\ pcnet_u.pdf Msvcrt.dll mfc42.dll readme2.txt release.txt
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