ATTACHMENT A - NXP Automotive Software License Agreement v1.6

IMPORTANT. Read the following NXP Software License Agreement ("Agreement") completely. By selecting the "I Accept" button at the end of this page, you indicate that you accept the terms of this Agreement. You may then install the software.

NXP SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you (either as an individual or as an authorized representative of your employer) ("you" or "Licensee") and NXP USA, Inc. ("NXP"). It concerns your rights to use this file and any accompanying written materials (the "Software"). In consideration for NXP allowing you to access the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not download the Software. If you change your mind later, stop using the Software and delete all copies of the Software in your possession or control. Any copies of the Software that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement.    For the avoidance of doubt, any third party software indicated in the Quotation Document as being provided is not Software licensed under this Agreement and is governed solely by the terms and conditions of the third party licensor.  In addition, the parties acknowledge that the Software may contain Open Source Software components.  For the avoidance of doubt, all Open Source Software components are governed solely by the applicable Open Source Software licenses.

LICENSE GRANT:

Your rights to use this Software vary depending upon the type of license model you ordered from NXP. The type of license will be set forth in the NXP Quotation document which formed the basis of your order or, with respect to evaluation licenses, in the correspondence with NXP confirming your request for a copy of the Software for evaluation. If you do not remember this information, you may contact the party from whom you obtained the Software or NXP at www.NXP.com.

Definitions:

For purposes of this Agreement the following terms are defined as set forth below:

"Authorized System" means the Authorized System set forth in the Quotation Documents or, if none is specified, Licensee's ECU product containing a NXP processor or other semiconductor product supplied directly or indirectly from NXP.

"Confidential Information" means any information disclosed by NXP to the Licensee and, if disclosed in writing or in some other tangible form, that is marked at the time of disclosure as being "Confidential" or "Proprietary" or with words of similar import; provided, that Software provided in source code format will be deemed Confidential Information whether or not identified as such in writing or otherwise. Confidential Information does not include any information that: (a) is, or becomes, publicly known through no wrongful act on the Licensee's part; (b) is already known to the Licensee, or becomes lawfully known to the Licensee without restriction on disclosure; or (c) is independently developed by the Licensee.

"Customer Product Line" means the customer product line specified in the Quotation Document.

"Customer Target Project" means the one customer Target Project for one automotive vehicle manufacturer specified in the Quotation Document.

"Limited Derivative Works" means Licensee may make derivative works only to the extent the copyrighted material provided by NXP is not modified. For the avoidance of doubt, Licensee explicitly has the right to: 1) add source code to source code provided by NXP without modification to the original source code; 2) compile any source code into object code, or 3) integrate the NXP source code into its ECU without modifying the original source code.

"Quotation Document" means the NXP or NXP authorized reseller document offering the goods and/or services which formed the basis of your order and which is incorporated herein by this reference.

"DISM Package" is a commercial offering bundling a Development License with software support and maintenance services as described in detail in the Quotation document.

"NXP Target Product" means the NXP processor or other semiconductor product set forth in the Quotation Document.

"NXP Target Product Family" means the NXP processor family or other semiconductor product family set forth in the Quotation Document.

"Open Source Software" means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library and General Public License, Apache or BSD.

I.    Non-Production License Models:

a.    Evaluation License:

NXP grants to you, free of charge, a personal, non-transferable, non-exclusive, revocable, royalty-free, license to use the Software for ninety (90) consecutive days from the date of your acceptance as indicated by clicking the "I accept" button below, internally, solely for the purpose of performing evaluation and testing of the Software, solely for automotive use, and solely on a NXP Target Product.  This license does not include the right to reproduce, distribute, sell, lease, sublicense or transfer all or any part of the Software, or to use the Software on non-NXP integrated circuit devices, or to use the Software for any production purposes whatsoever.  NXP reserves all rights not expressly granted in this Agreement.  If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control.

b.    Development License as part of the DISM Package:

Subject to payment of the fees set forth in the Quotation Document, NXP grants to you a personal, non-transferable, non-exclusive, revocable, license for 12 months beginning on the date of your registration or, if you are renewing, the anniversary date of your registration or prior renewal as indicated by clicking the "I accept" button below, unless a different license term is specified in the Quotation Document ("Term"), (1) to use the Software on one Target Product Family for execution on a maximum of 500 sample Authorized Systems, (2) to reproduce the Software, (3) to prepare Limited Derivative Works of the Licensed Software (4) to distribute the Software and Limited Derivative Works thereof to automotive customers in object code only, (5) to sublicense to automotive customers the right to use the distributed Software in object code only as included within the Authorized System solely for purposes of testing the Authorized System during the Term, and (6) to disclose one copy of the Software and Limited Derivative Works thereof in source code to direct automotive customers solely for internal evaluation and testing or archiving (and not for further use, reproduction, modification or redistribution) only where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure of source code in conjunction with the testing or purchase of an Authorized System incorporating a NXP Target Product, and where the direct automotive customer  has executed written agreements obligating itself to observe the limitations set out in this subsection (6)  and to protect such Confidential Information on terms at least as strict as those contained in this Agreement. NXP reserves all rights not expressly granted in this Agreement. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction. If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control. You are solely responsible for systems you design using the Software.

II.   Production License Models:

a.    Project License:

Subject to payment of the fees set forth in the Quotation Document, exclusively in conjunction with Licensee's development and sale of an Authorized System, NXP grants to you the non-exclusive, non-transferable right (1) to use the Software in the Customer Target Project on the Target Product, (2) to reproduce the Software, (3) to prepare or have prepared through multiple layers of subcontractors Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof in object code only as part of an Authorized System, (5) to sublicense to others the right to use the distributed Software in object code only as included within the Authorized System, and (6) to disclose one copy of the Software and Limited Derivative Works thereof in source code to direct automotive customers solely for internal evaluation and testing or archiving (and not for further use, reproduction, modification or redistribution) only where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure of source code in conjunction with the testing or purchase of an Authorized System incorporating a NXP Target Product, and where the direct automotive customer  has executed written agreements obligating itself to observe the limitations set out in this subsection (6)  and to protect such Confidential Information on terms at least as strict as those contained in this Agreement. Licensee will remain liable for such subcontractor's adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement. Notwithstanding limitation on damages in this Agreement, Licensee will indemnify, defend, and hold harmless NXP against any and all claims, costs, damages, liabilities, judgments and attorneys' fees resulting from or arising out of any breach by the sublicensee, or resulting from or arising out of any action by the sublicensee inconsistent with this Agreement.  You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction. If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control.

b.    Product Line License:

Subject to payment of the fees set forth in the Quotation Document, exclusively in conjunction with Licensee's development and sale of an Authorized System, NXP grants to you, the non-exclusive, non-transferable right (1) to use the Software in one Target Product Family in one Customer Product Line, (2) to reproduce the Software, (3) to prepare or have prepared through multiple layers of subcontractors Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof in object code only as part of an Authorized System, (5) to sublicense to others the right to use the distributed Software in object code only as included within the Authorized System and (6) to disclose one copy of the Software and Limited Derivative Works thereof in source code to direct automotive customers solely for internal evaluation and testing or archiving (and not for further use, reproduction, modification or redistribution) only where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure of source code in conjunction with the testing or purchase of an Authorized System incorporating a NXP Target Product, and where the direct automotive customer  has executed written agreements obligating itself to observe the limitations set out in this subsection (6)  and to protect such Confidential Information on terms at least as strict as those contained in this Agreement.  Licensee will remain liable for such subcontractor's adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement. Notwithstanding limitation on damages in this Agreement, Licensee will indemnify, defend, and hold harmless NXP against any and all claims, costs, damages, liabilities, judgments and attorneys' fees resulting from or arising out of any breach by the sublicensee, or resulting from or arising out of any action by the sublicensee inconsistent with this Agreement. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction. If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control.

c.    Family Multi-Project License:

Subject to payment of the fees set forth in the Quotation Document, exclusively in conjunction with Licensee's development and sale of an Authorized System, NXP grants to you, the non-exclusive, non-transferable right (1) to use the Software in one Target Product Family, (2) to reproduce the Software, (3) to prepare or have prepared through multiple layers of subcontractors Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof in object code only as part of an Authorized System, (5) to sublicense to others the right to use the distributed Software in object code only as included within the Authorized System and (6) to disclose one copy of the Software and Limited Derivative Works thereof in source code to direct automotive customers solely for internal evaluation and testing or archiving (and not for further use, reproduction, modification or redistribution) only where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure of source code in conjunction with the testing or purchase of an Authorized System incorporating a NXP Target Product, and where the direct automotive customer  has executed written agreements obligating itself to observe the limitations set out in this subsection (6)  and to protect such Confidential Information on terms at least as strict as those contained in this Agreement.  Licensee will remain liable for such subcontractor's adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement. Notwithstanding limitation on damages in this Agreement, Licensee will indemnify, defend, and hold harmless NXP against any and all claims, costs, damages, liabilities, judgments and attorneys' fees resulting from or arising out of any breach by the sublicensee, or resulting from or arising out of any action by the sublicensee inconsistent with this Agreement. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction. If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control.

d.    Volume License:

Subject to payment of the fees set forth in the Quotation Document., exclusively in conjunction with Licensee's development and sale of a Authorized System, NXP grants to you, the non-exclusive, non-transferable right (1) to use the Software in one Target Product Family on a maximum of the number of Authorized Systems set forth in the Quotation Document, (2) to reproduce the Software, (3) to prepare or have prepared through multiple layers of subcontractors Limited Derivative Works of the Software, (4) to distribute the Software and Limited Derivative Works thereof in object code only as part of an Authorized System, (5) to sublicense to others the right to use the distributed Software in object code only as included within the Authorized System and (6) to disclose one copy of the Software and Limited Derivative Works thereof in source code to direct automotive customers solely for internal evaluation and testing or archiving (and not for further use, reproduction, modification or redistribution) only where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure of source code in conjunction with the testing or purchase of an Authorized System incorporating a NXP Target Product, and where the direct automotive customer  has executed written agreements obligating itself to observe the limitations set out in this subsection (6)  and to protect such Confidential Information on terms at least as strict as those contained in this Agreement. Licensee will remain liable for such subcontractor's adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement. Notwithstanding limitation on damages in this Agreement, Licensee will indemnify, defend, and hold harmless NXP against any and all claims, costs, damages, liabilities, judgments and attorneys' fees resulting from or arising out of any breach by the sublicensee, or resulting from or arising out of any action by the sublicensee inconsistent with this Agreement. You must prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction. If you violate any of the terms or restrictions of this Agreement, NXP may immediately terminate this Agreement, and require that you stop using and delete all copies of the Software in your possession or control.

COPYRIGHT.  The Software is licensed to you, not sold. NXP owns the Software, and United States copyright laws and international treaty provisions protect the Software. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording). You may not use or copy the Software for any other purpose than what is described in this Agreement. Except as expressly provided herein, NXP does not grant to you any express or implied rights under any NXP or third party patents, copyrights, trademarks, or trade secrets. Additionally, you must reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software to any copies or derivative works made thereof, in whole or in part, if any.

SUPPORT.  Except as otherwise agreed by the parties under separate agreement or as specified in the Quotation Document as part of the DISM Package, NXP is NOT obligated to provide any support, upgrades or new releases of the Software. If you wish, you may contact NXP and report problems and provide suggestions regarding the Software. NXP has no obligation whatsoever to respond in any way to such a problem report or suggestion. NXP may make changes to the Software at any time, without any obligation to notify or provide updated versions of the Software to you.

NO WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXP EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING THE SOFTWARE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY NXP THAT THE SOFTWARE OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

INDEMNITY.  You agree to fully defend and indemnify NXP from any and all claims, liabilities, and costs (including reasonable attorney's fees) related to (1) your use (including your sublicensee's use, if permitted) of the Software or (2) your violation of the terms and conditions of this Agreement.

LIMITATION OF LIABILITY.  IN NO EVENT WILL NXP BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

COMPLIANCE WITH LAWS.  You must use the Software in accordance with all applicable laws, regulations and statutes. 

EXPORT CONTROLS.  Each party shall comply with all applicable export and import control laws and regulations including but not limited to the US Export Administration Regulations (including prohibited party lists issued by other federal governments), Catch-all regulations and all national and international embargoes. Each party further agrees that it will not knowingly transfer, divert, export or re-export, directly or indirectly, any product, software, including software source code, or technology restricted by such regulations or by other applicable national regulations, received from the other party under this Agreement, or any direct product of such software or technical data to any person, firm, entity, country or destination to which such transfer, diversion, export or re-export is restricted or prohibited, without obtaining prior written authorization from the applicable competent government authorities to the extent required by those laws. This provision shall survive termination or expiration of this Agreement.

GOVERNMENT USE.  Use of the Software and any corresponding documentation, if any, is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is NXP Semiconductors, 6501 William Cannon Drive West, Austin, TX, 78735.

HIGH RISK ACTIVITIES.  You acknowledge that the Software is not fault tolerant and is not designed, manufactured or intended by NXP for incorporation into products intended for use or resale in on-line control equipment in hazardous, dangerous to life or potentially life-threatening environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). You specifically represent and warrant that you will not use the Software or any derivative work of the Software for High Risk Activities.

CHOICE OF LAW; VENUE; LIMITATIONS.  You agree that the statutes and laws of the United States and the State of Texas, USA, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Software, and you agree that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Texas, USA.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Software must be filed within one (1) year after such claim or cause of action arose or be forever barred.

PRODUCT LABELING.  You are not authorized to use any NXP trademarks, brand names, or logos.

ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between you and NXP regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, if any. This Agreement may only be amended in written form, executed by you and NXP.

SEVERABILITY.  If any provision of this Agreement is held for any reason to be invalid or unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive you or NXP of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision.

NO WAIVER.  The waiver by NXP of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

CONFIDENTIAL INFORMATION.  The Licensee agrees to retain the Confidential Information in confidence perpetually, with respect to Software in source code form (human readable), or for a period of 3 years from the date of receipt of the Confidential Information, with respect to all other Confidential Information. During this period the Licensee may not disclose NXP's Confidential Information to any third party except where such disclosure is necessary in order to achieve the purpose of the license because the automotive customer requires disclosure in conjunction with the testing or purchase of an Authorized System and who have executed written agreements obligating them to protect such Confidential Information. During this period Licensee will also limit dissemination of the Confidential Information to its employees or contractors who have a need to know of the Confidential Information and who have executed written agreements obligating them to protect such Confidential Information, and may not use the NXP's Confidential Information for any purpose or in any manner not authorized by this Agreement. The Licensee further agrees to use the same degree of care, but no less than a reasonable degree of care, with NXP's Confidential Information as it would with its own confidential information. The Licensee may disclose Confidential Information as required by a court or under operation of law or order provided that the Licensee notifies NXP of such requirement prior to disclosure, that the Licensee discloses only that information required, and that the Licensee allows NXP the opportunity to object to such court or other legal body requiring such disclosure.

ASSIGNMENT.  Licensee may not assign this Agreement, by operation of law or otherwise, in whole or in part, or any of its rights, interests, duties or obligations, without the prior written approval of NXP.  NXP may assign this Agreement without the consent or approval of Licensee.  For clarity, the proposed acquisition transaction involving Qualcomm Inc. ("Qualcomm"), which was publicly announced on October 27, 2016, shall not constitute an assignment by operation of law, and NXP may assign this Agreement to Qualcomm or any subsidiary thereof in connection with or following completion of the acquisition.