INTEL SOFTWARE LICENSE AGREEMENT This License Agreement is entered into effective on the date both parties sign below (“Effective Date”) by and between ___________________ (“Licensor”), and Intel Corporation, 2200 Mission College Boulevard, Santa Clara, California 95052 (“Intel”). I. LICENSE. Subject to the terms of this Agreement including all restrictions below, Intel Corporation ("Intel") grants to Licensor the following non-exclusive, non- transferable, royalty-free copyright licenses in the Software. The licenses granted in this Section I are subject to the third party software requirements as detailed in Section II (H) below. A. “Developer Tools” includes the Intel® Embedded Graphics Driver and utility programs for configuration this driver. Developer tools are provided in executable format. Licensor may load them onto its computers at its site and run them for the purpose of using the other Software provided hereunder in accordance with the terms of this license. Licensor may NOT redistribute the Developer Tools. B. “Application and Framework Code” includes the source code header files and Application Programming Interface (API) libraries for the Intel® Embedded Graphics Driver (“IEGD”) Port Driver Software Development Kit (“PD SDK”), sample port driver source code, and associated documentation. Application and Framework Code is provided in source and executable format. Licensor may reproduce, create derivative works of, and distribute derivative works of the Application and Framework Code (“Distributable Software”) solely in executable form, ONLY with, or as part of, Licensor’s Product (as defined below) subject to the restrictions set forth in this Agreement. Distribution for any other purpose or in any other manner is prohibited under this license. Subject to the terms and conditions of this Agreement, with respect to the Software, Intel grants Licensor a non-exclusive, non-transferable license (without the right to sublicense), under those claims of Intel’s patents that (a) are infringed by the Software (as delivered by Intel) and (b) Intel has the right to license, to make, use, sell, offer to sell and import the Software solely to the minimum extent necessary for Licensor to exercise the rights under the copyright licenses granted above. This patent license shall apply solely to the Software as delivered, and not to any modifications to the Software, even if permitted under the licenses granted above. Software Identified in Section IV of this license is subject to different terms as set forth in Section IV. II. DISTRIBUTION RESTRICTIONS. A. “Licensor’s Product” must be a hardware product that includes and/or interfaces with an Intel IA chipset identified (i) in the Software documentation to be supported by the Software or (ii) by Intel on the http://developer.intel.com/design/intarch/swsup/graphics_drivers.htm website as supported by the Software (collectively, the Intel Supported IA Chipsets”). B. Licensor may only distribute the Distributable Software as part of Licensor’s Product in accordance with Paragraphs C or D of this Section II. C. DISTRIBUTION TO END USERS. An "End User" is a party that is being provided Licensor’s Product for its own use, and not for the purpose of further distribution, resale, or furnishing Licensor’s Product to a third party. Licensor may distribute the Distributable Software to End Users as part of Licensor’s Product subject to the condition that each End User enters into a written agreement (enforceable “shrink-wrap” or “click to accept” licenses are permissible) that (i) prohibits copying and distribution of the Distributable Software; and (ii) prohibits use of the Distributable Software except with Licensor’s Product; and (iii) includes terms that are at least as protective of Intel as the terms and conditions specified in Section III of this Agreement. D. DISTRIBUTION TO OTHERS. Licensor may distribute the Distributable Software only as part of Licensor’s Product to parties other than End Users provided that such other parties: (i) have a valid license from Intel to the Distributable Software, and (ii) agree that the Distributable Software received from Licensor will be subject to the terms of this Agreement. E. OTHER DISTRIBUTION RESTRICTIONS. Distribution of the Distributable Software is subject to the following conditions: (i) Licensor is solely responsible to their direct or indirect customers, distributors, sub-distributors and End Users for any warranty, update or support obligations or other liability which may arise from distribution of the Distributable Software hereunder, (ii) Licensor shall not make any statement that Licensor’s Product is "certified," or that its performance is guaranteed, by Intel, (iii) Licensor shall not use Intel's name or trademarks to market Licensor’s Product without written permission, and (iv) Licensor shall indemnify, hold harmless, and defend Intel (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Intel's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from distribution of the Distributable Software pursuant to this Agreement. F. COMPATABILITY RESTRICTIONS. The IEGD PD SDK Software is a library of software modules exposing IEGD Application Programming Interfaces (APIs) for integration of device drivers to control Digital Video Output (DVO) transmitters that interface with Intel Supported IA Chipsets. Licensor shall use commercially reasonable efforts to ensure that the PD SDK Software and any software that is derived from it which Licensor distribute pursuant to this Agreement remains compliant with the IEGD interfaces (API) as defined by Intel. G. GRANT BACK LICENSE. Licensor hereby grants to Intel a perpetual, irrevocable license without right to sublicense, under all patent, copyright, and trade secret rights that Licensor own or control in any derivative works of the Software made by or for Licensor hereunder, to: reproduce, create derivative works, publicly display and publicly perform any derivative works (including those works delivered to Intel and any further derivatives thereof); and make, have made, use, sell, offer to sell, import and export any products. H. THIRD PARTY SOFTWARE. Third party software (e.g. - drivers, utilities, operating system components, etc.) which may be distributed with the Software hereunder will also be subject to the terms and conditions of any third party licenses which may be supplied with such third party software or in the end user documentation, and installation, use and/or further distribution by Licensor will be subject to such third party licenses. Some third party software and some of the Software components may be subject to open source license provisions and installation, use and/or further distribution by Licensor of such third party software and Software components are subject to the respective open source license under which it is provided. Please see below for additional third party license information related to certain third party software. Intel expressly disclaims liability of any kind with respect to installation, use or distribution by Licensor of third party software. III. GENERAL. OPEN SOURCE SOFTWARE RESTRICTIONS. Unless expressly permitted elsewhere in this license, Licensor may not combine or distribute the Software with Open Source Software (as defined below) or with software developed using Open Source Software (e.g., tools) in a manner that subjects Intel or any portion of the Software provide by Intel hereunder to any license obligations of such Open Source Software. “Open Source Software” means any software licensed under terms requiring that other software combined or distributed with such software: (i) be disclosed or distributed in source code form; (ii) be licensed on terms inconsistent with the terms of this Agreement. NO SUPPORT UNDER THIS LICENSE AGREEMENT. Intel has no obligation to support the Software under this Agreement. Intel may offer support under a separate support agreement, please contact an Intel sales representative to find out the availability and cost of such support. SUBCONTRACTORS. Licensor may provide access to the Software to subcontractors who perform work solely on its behalf, provided that: (i) Licensor will be liable for any breach of this Agreement by such subcontractors; and (ii) such subcontractors must agree that they are subject to the terms of this Agreement, and they retain no license rights or other rights hereunder once they have discontinued their performance of work on Licensor’s behalf. EXPORT. Portions of the Software are subject to the U.S. Export Administration Regulations and other U.S. law, Licensor may not export or re-export Software to certain countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or to persons or entities prohibited from receiving U.S. exports (including Denied Parties, Specially Designated Nationals, and entities on the Bureau of Industry and Security Entity List or involved with missile technology or nuclear, chemical or biological weapons). Licensor shall NOT export, either directly or indirectly, any product, service or technical data or system incorporating Software without first obtaining any required license or other approval from the U. S. Department of Commerce or any other agency or department of the United States Government. In the event any Software is exported from the United States or re-exported from a foreign destination by Licensor, Licensor shall ensure that the distribution and export/re-export or import of the Software is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. Licensor shall NOT export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval. OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY. Title to all copies of the Software and any intellectual property therein remains with Intel or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and by international treaty provisions. Licensor may not remove any copyright notices from the Software. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. Licensor may not transfer the Software. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSOR. LICENSOR MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement at any time if Licensor violate its terms. Upon termination, Licensor will immediately destroy the Software or return all copies of the Software to Intel. APPLICABLE LAWS. Claims arising under this Agreement shall be governed by the laws of California, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Licensor may not export the Software in violation of applicable export laws and regulations. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Software by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052. REVERSE ENGINEERING. Licensor may not reverse-assemble, reverse-compile, or otherwise reverse-engineer any software provided solely in executable form. IV. ADDITIONAL SOFTWARE NOTICES. A. The Intel Embedded Graphics Driver includes AGP GART Linux kernel patch files, named "agpgart.patch-XXX", where XXX is the associated kernel version. All AGP GART Linux kernel patch files included with the Intel Embedded Graphics Driver are subject to the “GNU General Public License Version 2", which may be obtained at the following web site: http://www.gnu.org/licenses/gpl.txt In Witness Whereof, the parties’ authorized representatives have executed this Agreement. ________________ (“Licensor”) By: Title: Date: INTEL CORPORATION (“Intel”) By: Title: Date: