FSBU DESIGN KIT LICENSE AGREEMENT090905129

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FSBU DESIGN KIT LICENSE AGREEMENT090905129 Powered By Docstoc
					                                     RFMD DESIGN KIT LICENSE AGREEMENT

This Design Kit License ("Agreement") is entered into and made effective as of 02/1/2011 the ("Effective Date") between RF
Micro Devices, Inc. (“RFMD”), a North Carolina corporation with offices at 7628 Thorndike Road, Greensboro, NC 27409 and
Customer ("Licensee") with offices at…. The Agreement defines the terms and conditions under which Licensee may use the
RFMD Design Kits as listed in the Design Kit Record attached herein.


WHEREAS, RFMD owns and/or has proprietary rights in certain software and development tools relating to RFMD's GaN
semiconductor technology and manufacturing process, which enable creation of semiconductor designs consistent with RFMD’s
manufacturing design rules; and

WHEREAS, Licensee wishes to acquire a license to such software and development tools to create semiconductor designs
consistent with RFMD's design rules for the development and manufacture in RFMD’s facilities of certain Licensee products
based on RFMD's manufacturing process.

                                               AGREEMENT: FSBU090905129

NOW, THEREFORE, in consideration of the terms, the mutual covenants and conditions contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties agree as follows:

DEFINITIONS. As used herein, the following terms shall have the meanings given below:

    1.1      "Derivative Work" shall mean a work which is based on any software code licensed to Licensee such as a revision,
    enhancement, modification, translation, abridgment, compression, expansion or any other form in which such code may be
    recast, applied, transformed or adopted and which would constitute a copyright infringement and shall include, without
    limitation, "derivative works" as defined in the U.S. Copyright Act ("Copyright Act") 17 U.S.C. § 101. For purposes hereof, a
    Derivative Work shall also include any compilation that incorporates such code.

    1.2       “Intellectual Property Rights” shall mean any or all of the following and all rights in, arising out of, or associated
    therewith: (i) all United States and foreign patents and applications therefor, including, without limitation, all reissues,
    divisionals, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether
    patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology,
    technical data and customer lists, and all documentation related to any of the foregoing; (iii) all copyrights, copyright
    registrations and applications therefor, and all other rights corresponding thereto throughout the world; and (iv) all mask
    works, mask work registrations and applications therefor.

    1.3      “Licensee Design(s)” shall mean any design of Licensee, which is a representation of the configuration and/or
    operation of any Licensee circuit designed to be manufactured or capable of being manufactured using RFMD’s GaN
    Manufacturing Process.

    1.4       “Licensee Products” shall mean any circuit based on a Licensee Design, including any system incorporating such
    integrated circuit.

    1.5     "RFMD Manufacturing Process" shall mean RFMD’s manufacturing process as identified in the applicable Design
    Kit   Record agreement, including any and all Intellectual Property Rights of RFMD embodied therein.

    1.6    “Design Kit" shall mean any and all design tools, software, design materials and information pertaining to RFMD
    Manufacturing Process, as specifically set forth in the applicable Design Kit Record agreement.

    1.7     "Third Party Software” shall mean any third party software necessary for use of the Design Kit set forth in The
    Design Kit Record.

    1.8      "Third Party Provider" shall mean the owner or licensor of the Third Party Software.

    LICENSE

    2.1     License Grant: Subject to the terms and conditions of this Agreement, RFMD hereby grants to Licensee a limited,
    revocable, non-exclusive, non-transferable and royalty-free license, without right to sublicense, under RFMD Intellectual
     Property Rights, to use the Design Kit, internally only, for the sole purpose of designing and developing Licensee Products to
     be manufactured at a RFMD fabrication facility only, and to sell, offer for sale, import, export or otherwise distribute such
     manufactured Licensee Products.

         2.1.1    Limitations:

         (a)       Licensee understands and acknowledges that the Design Kit does not include EDA (Electronic Design
         Automation) tools, licenses to Third Party Software and associated license fees. Licensee shall be responsible for securing
         licenses to Third Party Software, as well as costs and fees associated with such licenses, including but not limited to,
         licenses for Third Party Software of Cadence, Agilent, AWR, Mentor Graphics and Artisan.

         (b)      Licensee may not copy, distribute, create Derivative Works from, reverse engineer, decompile, disassemble, or
         otherwise reduce any software embodied within the Design Kit or any component thereof to human-readable or non-
         binary form.

         (c)      Nothing contained in this Agreement will be construed as conferring by implication, estoppel or otherwise any
         license or other right to Licensee, except the licenses and rights expressly granted pursuant to Section 2.1 (License Grant).
         This Agreement is not a sale of any interest under any Intellectual Property Rights or other proprietary interests embodied
         in the Design Kit.

         (d)      Licensee may not remove, obscure or alter copyright notices, patent notices, trademarks, or other proprietary
         rights notices affixed to or contained in the Design Kit.

         (e)      Licensee is prohibited from, use of devices, modules, or layouts obtained from the RFMD Design Kit for
         manufacturing at a non RFMD facility without RFMD’s prior written consent, which may be withheld in RFMD’s sole
         discretion.

3. DELIVERY: RFMD shall deliver to Licensee, FOB RFMD’s facility, one (1) copy of the Design Kit as well as those items
specifically set forth in The Design Kit Record.

4. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS: RFMD does and shall continue to own, or have license
rights to all Intellectual Property Rights, title and interest in the Design Kit, including any Derivative Works thereof and any
improvements thereto.

5.   TERM AND TERMINATION

     5.1     This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years thereafter
     ("Term"), unless terminated earlier in accordance with Section 5.2 below. The Term of this Agreement may be extended upon
     mutual agreement of the parties in accordance with the requirements of Section 11.8 (Modifications).

     5.2      This Agreement may be terminated as follows: (i) by RFMD immediately upon notice to Licensee in the event of any
     breach by Licensee of the terms of this Agreement, or (ii) upon Licensee’s insolvency, bankruptcy, suspension of business,
     assignment of assets for the benefit of creditors, voluntary dissolution, or appointment of a trustee for all or any substantial
     portion of Licensee’s assets.

     5.3      Consequences: Upon termination or expiration of this Agreement, the licences, rights and covenants granted by
     RFMD hereunder and the obligations imposed on RFMD hereunder shall cease. Upon termination, Licensee shall return the
     Design Kit, including all relevant documentation to RFMD. Additionally, Recipient shall give written certification of the
     destruction of all Confidential Information in tangible or electronic form, including all copies thereof whether on paper or in
     electronic form. Notwithstanding the above, Licensee may sell or dispose of then existing Licensee Products inventory for a
     period not to exceed two years from such termination or expiration.

     5.4      Survival: Notwithstanding anything to the contrary in this Agreement, Sections 4, 5.3, 5.4, 6, 7, 8, 9, 10 and 11 of
     this Agreement shall survive any termination or expiration of this Agreement.

6. WARRANTY DISCLAIMER. THE DESIGN KIT AND RELATED MATERIALS LICENSED HEREUNDER ARE
PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO
MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE.


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7. INFRINGEMENT INDEMNITY. Licensee shall hold RFMD harmless from costs, loss, damage and liability, from any
infringement claim that is or may be made or threatened and that arises out of any third party Intellectual Property Rights
infringement claim based on Licensee Designs or Licensee Products, and Licensee shall, at its own expense, defend all claims,
suits or actions alleging such infringement against RFMD, provided RFMD promptly notifies Licensee of such claims, suits and
actions, endeavours to provide all evidence in RFMD’s possession to Licensee, gives reasonable assistance in and sole control of
the defence thereof, and does not unreasonably withhold acceptance of negotiated settlement or compromise.



8. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
RFMD SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, REMOTE, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE DESIGN KIT
OR ANY PORTION THEREOF, HOWEVER CAUSED, DIRECTLY OR INDIRECTLY, (WHETHER ARISING UNDER A
THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST REVENUE OR PROFITS, ATTORNEY'S FEES, LOSS OF DATA, OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

9. CONFIDENTIALITY. Licensee shall hold in confidence all information received hereunder from RFMD which is a)
marked as proprietary or confidential ("Confidential Information") or b) disclosed orally by RFMD to Licensee and designated as
confidential at the time of disclosure, and which is reduced to writing, marked as confidential or proprietary, and sent to Licensee
within thirty (30) days of disclosure. Licensee acknowledges and agrees that the Design Kit and any related materials licensed
hereunder are Confidential Information. Licensee shall not make the Design Kit and any related materials available in any form to
any person other than to Licensee’s employees and contractors that have a need to know, are located on Licensee's premises and
who are bound to protect the Confidential Information against any other use or disclosure by similar confidentiality terms
excluding further sublicensing to subcontractors. Licensee hereby represents that Licensee will protect the Confidential
Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use,
disclosure, dissemination or publication of the confidential information as Licensee uses to protect Licensee’s own comparable
confidential and proprietary information. Licensee agrees that it shall be responsible for violations of this obligation by its
employees or contractors receiving the Confidential Information from Licensee. Notwithstanding anything to the contrary herein,
Licensee agrees that damages would not be adequate to compensate RFMD for a breach of the obligations contained in this
Section 9 and that RFMD shall be entitled to seek equitable and/or injunctive relief for a breach or threatened breach of this
Section 9. However, information shall not be deemed to be Confidential Information if it:
                  (a)      is in the public domain at the time of disclosure;
                  (b)      becomes part of the public domain after disclosure in a manner not involving breach of this Agreement
                           by Licensee;
                  (c)      is in the possession of Licensee at the time of disclosure as shown by its written records;
                  (d)      is lawfully disclosed to Licensee by a third party, free of any obligation of confidentiality; and
                  (e)      is independently developed by Licensee's employees or agents who had no contact with or access to the
                           Confidential Information.

10. INJUNCTIVE RELIEF: The Parties agree that any unauthorized use of any Confidential Information in violation of this
Agreement may cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law. Accordingly,
the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting any violation of this Agreement, in addition to
any other rights and remedies available to the Disclosing Party.

11. GENERAL

    11.1      Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be ineffective,
    unenforceable or illegal for any reason, such provision will be deemed to be replaced to the maximum extent permissible so as
    to effectuate the intent of the parties and the remaining provisions of this Agreement will continue in full force and effect.

    11.2     Headings: Headings are inserted for convenience only and do not affect the construction of this Agreement.

    11.3   Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of
    New York, without regard to its choice or conflict of laws provisions.

   11.4      Assignment: Neither this Agreement nor any interest herein or part hereof will be transferable or assignable by either
   party, by operation of law or otherwise. Notwithstanding the foregoing either Party may assign or transfer, by operation of
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    law or otherwise, any of its rights under this Agreement or delegate any of its duties under this Agreement, in the event of a
    sale or merger of all or substantially all of its assets, to any third party without the other parties prior written consent; provided
    however, prior written consent shall be required in the event of any assignment, transfer or delegation under this Section if to a
    competitor of the other Party.


    11.5       Notices: All notices or correspondence pertaining to this Agreement shall be addressed and sent as follows:

           Licensee:                                             Licensor:
           Customer                                              RF Micro Devices, Inc.
           Street Address                                        7628 Thorndike Road
           City, State, Zip                                      Greensboro, NC 27409

           Attention:                                            Attention:Foundry Services Business Manager
           cc:                                                   cc: Supply Chain Contracts Manager

    11.6     Waiver: No failure or delay on the part of either party in the exercise of any power, right or privilege hereunder will
    operate as a waiver thereof, nor will any single or partial exercise of any such power, right or privilege preclude any other or
    further exercise thereof, or of any other right, power or privilege.

    11.7     Entire Agreement: This Agreement and any applicable Design Kit Record contain the entire agreement and
    understanding between the parties with respect of the subject matter thereof and supersedes all prior agreements,
    understandings and representations. Neither party has any obligation under this Agreement to purchase, license or sell any
    product or service supplied by the other party. The parties do not intend that any agency or partnership relationship be created
    between them by this Agreement.

    11.8     Modifications: This Agreement may not be modified or amended except in a writing signed by a duly authorized
    representative of both parties.

    11.9     Export: Licensee shall comply with all United States, foreign and local laws and regulations that apply to the Design
    Kit and related materials, including, without limitation, export control laws and regulations.

    11.10 Drafter: No party will be deemed the drafter of this Agreement, both parties acknowledge that they had sufficient
    time to have this Agreement reviewed by counsel and, therefore, a court or arbitrator will not construe this Agreement, or any
    provision hereof, against any party as drafter.

    11.11 Counterparts: This Agreement may be executed in one or more counterparts and by exchange of signed counterparts
    transmitted by facsimile, each of which shall be deemed an original and all of which, when taken together, shall constitute one
    and the same original instrument.

IN WITNESS WHEREOF, this Agreement has been signed on behalf of the parties by their duly authorised representatives.

LICENSOR:                                                    LICENSEE:
RF Micro Devices, Inc.                                       Customer


____________________________________________                 _____________________________________________
By: Tami Freeman                                             By:
Title: Foundry Services Business Manager                     Title:
Date: ______________________________________                 Date: ________________________________________




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                                                 DESIGN KIT RECORD

REFERENCED DESIGN KIT LICENSE AGREEMENT NO.: FSBU090905129

This Design Kit Record agreement is entered into and made effective as of 02/01/2011 between RF Micro Devices, Inc.
(“RFMD”) offices at 7628 Thorndike Road, Greensboro, NC 27409 and Customer, a ____________________ corporation
("Licensee") with offices at…. RFMD and Licensee agree that the Design Kit identified below shall be provided to Licensee
pursuant to the terms and conditions of the above referenced RF Micro Devices, Inc., Design Kit License Agreement previously
executed by RFMD and Licensee, attached.

Controlling Terms: All terms and conditions of the Design Kit License Agreement previously executed by RFMD and Licensee
and referenced above shall remain in full force and effect. Nothing contained in the Design Kit Record agreement shall be
construed as amending or modifying the terms of the Design Kit License Agreement except as expressly stated herein.

 Process Family/                                Process Variants                                Design Kit
 Marketing Name                                                                                   Name
       GaN1C          Any and all                                                                   GaN1C
        GaN 2         Any and all                                                                   GaN 2
     IPC3 - GaAs      Any and all                                                                    IPC3
        FD25          Any and all                                                                    FD25
        FD30          Any and all                                                                    FD30
       FET1H          Any and all                                                                   FET1H


IN WITNESS WHEREOF, this Agreement has been signed on behalf of the parties by their duly authorised representatives.

LICENSOR:                                              LICENSEE:
RF Micro Devices, Inc.                                 Customer


Signature:___________________________________          Signature:____________________________________
By: Tami Freeman                                       By:
Title: Foundry Services Business Manager               Title:
Date: ______________________________________           Date: ________________________________________




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