INTEL SAMPLE/REFERENCE SOFTWARE LICENSE AGREEMENT IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING. Do not use or load this software and any associated materials (collectively, the "Sample Software") until you have carefully read the following terms and conditions. By loading or using the Sample Software, you agree to the terms of this Agreement. If you do not wish to so agree, do not install or use the Sample Software. 1 DEFINITIONS 1.1 "Source Code" means the source code for the Licensed Software identified below, as provided to Licensee, and as modified by Licensee for use with Licensee Product. 1.2 "Object Code" means the executable or binary version of the Licensed Software identified below, as provided to Licensee, and as modified by Licensee for use with Licensee Product. 1.3 "Intel Product" means the product described in Exhibit A which is purchased by Licensee from Intel for incorporation into Licensee Product. 1.4 "Licensed Software" means the software program(s) in Source Code (if applicable in Exhibit A), executable, or Object Code as set forth in Exhibit A. 1.5 "Licensed Documentation" means the end user documentation as set forth in Exhibit A. 1.6 "Licensed Items" means the Licensed Software and the Licensed Documentation, collectively. 1.7 "Licensee Product" means only products manufactured and distributed by Licensee which incorporate Intel Products as set forth in Exhibit A. 2 LICENSE GRANT AND RESTRICTIONS 2.1 Intel license grants are set forth in Exhibit A. Distribution rights for the Licensed Items granted in Exhibit A, if any, are conditioned upon Licensee's distribution and license to its end-user customers pursuant to a written license agreement. Such license agreement may be a "break-the-seal" license agreement. At a minimum such license shall safeguard Intel's ownership rights to the Licensed Items 2.2 No rights or licenses are granted by Intel to Licensee, expressly or by implication, with respect to any proprietary information or patent, copyright, mask work, trademark, trade secret, or other intellectual property right owned or controlled by Intel, except as expressly provided in this Agreement. 3 PROPRIETARY RIGHTS 3.1 The Licensed Items and all copies are and shall remain the property of Intel. If the applicable License Grant in Exhibit A provides for the creation of modifications or derivative works, they shall be the property of Licensee subject to any rights Intel may have in the Licensed Items. Licensee understands and agrees that it does not have the right to distribute the Licensed Items as a stand-alone product, nor to grant a license to any other parties to distribute the Licensed Items as a stand-alone product under this Agreement. Intel retains the right to use, copy, modify, sublicense, and distribute the Licensed Items. 4 LIMITED WARRANTY INTEL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO LICENSED ITEMS. THE LICENSED ITEMS IS LICENSED "AS IS", AND INTEL IS NOT OBLIGATED TO PROVIDE ANY SUPPORT OR ASSISTANCE UNDER THIS AGREEMENT. NO INSTALLATION, TRAINING OR OTHER SERVICES WILL BE PROVIDED BY INTEL UNDER THIS AGREEMENT. INTEL IS NOT OBLIGATED TO PROVIDE ANY UPDATES, ENHANCEMENTS OR EXTENSIONS, ALTHOUGH INTEL MAY, AT ITS DISCRETION, PROVIDE UPDATES CREATED IN THE NORMAL COURSE OF BUSINESS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE EXCLUDED, AND WILL NOT APPLY TO THE LICENSED ITEMS IN ANY FORM. Specifically, Intel will not have any liability to Licensee, or any third party for: a) any defects in the Licensed Items furnished hereunder; or b) inability of Licensee to develop or modify the Licensed Items to conform to any given performance level or specification; or c) any claim of Licensee or any third party with respect to Licensed Items arising out of the use or distribution of Licensed Items. INTEL DOES NOT MAKE ANY WARRANTIES OF ANY KIND THAT THE LICENSED ITEMS DOES NOT OR WILL NOT INFRINGE ANY COPYRIGHT, MASK WORK, PATENT, TRADE SECRET, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY IN ANY COUNTRY. 5 LIMITATION OF LIABILITY NEITHER INTEL NOR ITS VENDORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, SPECULATIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, OR INTERRUPTION OF BUSINESS, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6 INDEMNIFICATION Licensee shall indemnify Intel and hold Intel harmless from and against any and all actions, claims, defenses, damages, expenses (including attorneys' fees) and liabilities arising from Licensee's use, modification, sublicensing or other disposition of the Licensed Items, including suits or claims brought against Intel by any third parties for Licensee's breach of any Licensee warranty to the third party or for Licensee's negligence to the third party. Licensee's duties under this Section 6 extend to any matters arising out of the alleged infringement by the Licensed Items as modified by Licensee, of any copyright, mask work, patent, trade secret, trademark, or other intellectual property right. 7 CONFIDENTIALITY 7.1 General. Confidential information disclosed under this Agreement, including the existence and content of this Agreement, shall be considered "Confidential Information." Use and disclosure of such Confidential Information shall be governed by the terms of Section ?7.2 of this Agreement. 7.2 Confidentiality of Terms. The receiving Party will maintain the confidentiality of the Confidential Information of the disclosing Party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The disclosing Party will not assert any claims for breach of this Section 7.2 or misappropriation of trade secrets against the receiving Party arising from the receiving Party's disclosure of the disclosing Party's Confidential Information made more than five (5) years from the date of the disclosure, regardless of the termination of this Agreement. However, unless at least one of the exceptions set forth in the immediately proceeding sentence has occurred, the receiving Party will continue to treat such Confidential Information as the confidential information of the disclosing Party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement. The parties hereto shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except: (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties; or (d) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions; provided that, in (b) through (d) above, (i) the disclosing party shall use all legitimate and legal means available to minimize the disclosure to third parties, including without limitation seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party shall provide the other party with at least 10 days prior written notice of such disclosure. 8 TERM AND TERMINATION 8.1 The term of this Agreement shall commence upon acceptance by click to agree, and/or use of the code , and shall continue until Licensee ceases to utilize the Licensed Items or this Agreement is terminated pursuant to Sections?8.2 or?8.3. 8.2 Licensee may terminate this Agreement and the licenses granted herein at any time upon written notice to Intel. 8.3 Intel reserves the right to have audits conducted to verify compliance with this Agreement. In the event that Intel, in its sole discretion, determines that the Licensed Items is not being used by Licensee exclusively for the purposes set forth above, or if Licensee is in breach of any of the terms and conditions of this Agreement, Intel has the right to immediately terminate this License Agreement. In such event, Licensee agrees to immediately return the Source Code to Intel, and to discontinue use and distribution of Object Code. 8.4 Upon termination of this Agreement for any reason, the sections of this Agreement entitled Indemnification, Limitation of Liability, and Confidentiality shall remain in effect. 9 U.S. GOVERNMENT RESTRICTED RIGHTS All copies of the Object Code distributed directly or indirectly to the U.S. government are governed by and must be marked with the following legend: "The enclosed software products and documentation were developed at private expense, and are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the government is subject to restrictions as set forth in FAR 52.227-14 and DFARS 252.227-7013 et. seq. or its successor. The use of this product by the government constitutes acknowledgment of Intel's proprietary rights in the product." 10 NOTICES Notices shall be addressed to the following specific individuals or specific departments of the parties to this Agreement at the address shown below: Intel Corporation 2625 Walsh Avenue Santa Clara, CA 95051-0988 Attn.: General Counsel 11 EXPORT CONTROL In the event Licensed Items is exported from the United States or exported/re-exported from a foreign destination by Licensee, Licensee shall insure that the distribution and export/re-export of product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations. Licensee agrees that neither it nor any of its subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly to any country for which the United States government or any agencies thereof requires an export license or other government approval without first obtaining such license or approval. 12 RELATIONSHIP OF THE PARTIES Neither party hereto will be deemed the agent or legal representative of the other for any purpose whatsoever and each party will act as an independent contractor with regard to the other in its performance under this Agreement. Nothing herein will authorize either party to create any obligation or responsibility whatsoever, express or implied, on behalf of the other or to bind the other in any manner, or to make any representation, commitment or warranty on behalf of the other. 13 PUBLIC RELEASE OF INFORMATION Licensee will not release to the public or the media any notice or news release concerning this license agreement or the manufacture of products under this license agreement, without first submitting the prospective notice or release to Intel and obtaining its prior written approval, which will not be unreasonably withheld. 14 GENERAL 14.1 Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws. 14.2 Each party hereby agrees to jurisdiction and venue in the courts of the State of California for all disputes and litigation arising under or relating to this Agreement. 14.3 The rights and remedies provided in this Agreement are in addition to any other rights and remedies provided at law or in equity. 14.4 This Agreement, including its attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations and agreements regarding the subject matter in this Agreement. No amendment to or modification of this Agreement will be valid and binding unless duly executed by the parties. EXHIBIT A A. DESCRIPTIONS: "Licensed Software": Intel sample/reference code for use with the Intel Embedded Graphics Drivers (IEGD). "Licensed Documentation" N/A "Intel Products" Intel Embedded IA32 Chipsets, and associated Intel CPUs. B. LICENSE GRANTS: B.1 SOURCE AND OBJECT CODE WITH DERIVATIVES AND OBJECT CODE DISTRIBUTION RIGHTS Intel grants to Licensee a non-exclusive, royalty-free license under Intel copyrights to modify the Source Code, solely for enabling the Licensed Software to operate with Licensee Product containing an "Intel Product". Licensee may create modifications to and merge portions of the Source Code into Licensee's Product to create derivative works to the Source Code and Object Code to operate only with an "Intel Product". Notwithstanding Section ?7 of this Agreement, Intel grants to Licensee a non-exclusive, royalty-free license under Intel copyrights to distribute only the derivative works to the Source Code and the derivative works to the Object Code and the Object Code to Licensee's customers only for use with Licensee Product, and not as a stand-alone product. Derivative works to the Source Code and Object Code, are subject to the provisions of Section ?2.1, ?2.2, ?3.1 of this Agreement. Licensee shall not reverse engineer, decompile, or disassemble any object code in the Licensed Software. B.2 LICENSED DOCUMENTATION WITH DISTRIBUTION RIGHTS Intel grants to Licensee a non-exclusive, non-transferable, royalty-free license under Intel copyrights to reproduce or have reproduced (solely for the purpose of providing product to Licensee) and distribute the Licensed Documentation to Licensee's customers only for use with Licensee Product, and not as a stand-alone product. Intel Corp Rev. 04/05/07 IEGD